ADVANCED DISPOSAL SERVICES, INC., 10-Q filed on 8/4/2017
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2017
Jul. 25, 2017
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Jun. 30, 2017 
 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q2 
 
Entity Registrant Name
Advanced Disposal Services, Inc. 
 
Entity Central Index Key
0001585790 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Non-accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
88,357,328 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Current assets
 
 
Cash and cash equivalents
$ 2.9 
$ 1.2 
Accounts receivable, net of allowance for doubtful accounts of $4.5 and $4.0, respectively
191.6 
183.2 
Prepaid expenses and other current assets
29.4 
30.3 
Total current assets
223.9 
214.7 
Other assets
21.3 
23.3 
Property and equipment, net of accumulated depreciation of $1,256.0 and $1,163.0, respectively
1,697.9 
1,633.4 
Goodwill
1,198.6 
1,173.9 
Other intangible assets, net of accumulated amortization of $227.0 and $210.7, respectively
297.6 
324.6 
Total assets
3,439.3 
3,369.9 
Current liabilities
 
 
Accounts payable
103.0 
86.5 
Accrued expenses
103.9 
109.8 
Deferred revenue
64.2 
62.5 
Current maturities of landfill retirement obligations
30.2 
29.3 
Current maturities of long-term debt
40.7 
36.5 
Total current liabilities
342.0 
324.6 
Other long-term liabilities
56.9 
54.2 
Long-term debt, less current maturities
1,885.2 
1,887.0 
Accrued landfill retirement obligations, less current maturities
198.3 
161.8 
Deferred income taxes
125.0 
112.8 
Total liabilities
2,607.4 
2,540.4 
Commitments and contingencies
   
   
Equity
 
 
Common stock: $.01 par value, 1,000,000,000 shares authorized, 88,357,328 and 88,034,813 shares issued and outstanding, respectively
0.9 
0.8 
Additional paid-in capital
1,479.8 
1,470.3 
Accumulated deficit
(648.8)
(641.6)
Treasury Stock at cost, 2,274 and 0 shares, respectively
0 
0 
Total stockholders' equity
831.9 
829.5 
Total liabilities and stockholders’ equity
$ 3,439.3 
$ 3,369.9 
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
In Millions, except Share data, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Statement of Financial Position [Abstract]
 
 
Allowance for doubtful accounts receivable
$ 4.5 
$ 4.0 
Accumulated depreciation property and equipment
1,256.0 
1,163.0 
Accumulated amortization other intangible assets
$ 227.0 
$ 210.7 
Common stock, par value (in dollars per share)
$ 0.01 
$ 0.01 
Common stock, shares authorized (in shares)
1,000,000,000 
1,000,000,000 
Common stock, shares issued (in shares)
88,357,328 
88,034,813 
Common stock, shares outstanding (in shares)
88,357,328 
88,034,813 
Treasury stock at cost (in shares)
2,274 
0 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Income Statement [Abstract]
 
 
 
 
Service revenues
$ 383.1 
$ 358.2 
$ 730.5 
$ 692.0 
Operating costs and expenses
 
 
 
 
Operating
240.2 
219.1 
469.1 
432.3 
Selling, general and administrative
40.6 
39.2 
85.7 
84.1 
Depreciation and amortization
67.5 
64.6 
128.9 
125.4 
Acquisition and development costs
0.4 
0 
0.8 
0.2 
Loss (gain) on disposal of assets and asset impairments
10.3 
(0.8)
10.6 
0.1 
Restructuring charges
0 
0 
0 
0.8 
Total operating costs and expenses
359.0 
322.1 
695.1 
642.9 
Operating income
24.1 
36.1 
35.4 
49.1 
Other (expense) income
 
 
 
 
Interest expense
(23.1)
(34.2)
(45.6)
(68.6)
Other (expense) income, net
(1.3)
0.2 
(1.8)
0.4 
Total other income (expense)
(24.4)
(34.0)
(47.4)
(68.2)
(Loss) gain before income taxes
(0.3)
2.1 
(12.0)
(19.1)
Income tax (benefit) expense
(0.1)
1.9 
(4.8)
(5.1)
Net (loss) income
$ (0.2)
$ 0.2 
$ (7.2)
$ (14.0)
Net loss attributable to common stockholders per share
 
 
 
 
Basic loss per share (in dollars per share)
$ 0.00 
$ 0.00 
$ (0.08)
$ (0.22)
Diluted loss per share (in dollars per share)
$ 0.00 
$ 0.00 
$ (0.08)
$ (0.22)
Basic average shares outstanding (in shares)
88,275,698 
64,493,536 
88,206,590 
64,493,536 
Diluted average shares outstanding (in shares)
88,275,698 
65,559,287 
88,206,590 
64,493,536 
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net (loss) income
$ (0.2)
$ 0.2 
$ (7.2)
$ (14.0)
Other comprehensive loss, net of tax
0 
0 
0 
0 
Comprehensive (loss) income
$ (0.2)
$ 0.2 
$ (7.2)
$ (14.0)
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (USD $)
In Millions, except Share data, unless otherwise specified
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Treasury Stock
Balance at Dec. 31, 2016
$ 829.5 
$ 0.8 
$ 1,470.3 
$ (641.6)
$ 0 
Balance (in shares) at Dec. 31, 2016
 
88,034,813 
 
 
0 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
Net loss
(7.2)
 
 
(7.2)
 
Stock-based compensation
4.7 
 
4.7 
 
 
Stock option exercises and other (in shares)
 
322,515 
 
 
2,274 
Stock option exercises and other
4.9 
0.1 
4.8 
 
 
Balance at Jun. 30, 2017
$ 831.9 
$ 0.9 
$ 1,479.8 
$ (648.8)
$ 0 
Balance (in shares) at Jun. 30, 2017
 
88,357,328 
 
 
2,274 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Cash flows from operating activities
 
 
Net loss
$ (7.2)
$ (14.0)
Adjustments to reconcile net loss to net cash provided by operating activities
 
 
Depreciation and amortization
128.9 
125.4 
Change in fair value of derivative instruments
2.4 
(7.0)
Amortization of interest rate cap premium
0 
0.2 
Amortization of debt issuance costs and original issue discount
3.2 
9.8 
Accretion on landfill retirement obligations
7.4 
6.5 
Other accretion and amortization
1.9 
0.9 
Provision for doubtful accounts
2.2 
1.4 
Loss on disposition of property and equipment
0.9 
1.8 
Impairment of assets
13.0 
0 
Gain on disposition of businesses
(2.8)
(1.7)
Stock based compensation
4.7 
3.3 
Deferred tax benefit
(6.4)
(6.2)
Earnings in equity investee
(0.6)
(1.1)
Changes in operating assets and liabilities, net of businesses acquired
 
 
Increase in accounts receivable
(7.8)
(5.1)
Decrease in prepaid expenses and other current assets
1.5 
8.2 
(Increase) decrease in other assets
0.1 
0.4 
Increase in accounts payable
18.3 
0.2 
Decrease in accrued expenses
(9.8)
(10.0)
Increase (decrease) in unearned revenue
0.8 
(1.1)
Increase (decrease) in other long-term liabilities
2.2 
(0.8)
Capping, closure and post-closure obligations
(4.1)
(6.7)
Assumption of long term care and closure reserve
24.0 
0 
Net cash provided by operating activities
172.8 
104.4 
Cash flows from investing activities
 
 
Purchases of property and equipment and landfill construction and development
(79.9)
(69.2)
Proceeds from sale of property and equipment
1.0 
1.0 
Acquisition of businesses, net of cash acquired
(84.3)
(5.1)
Proceeds from sale of businesses
8.7 
2.5 
Net cash used in investing activities
(154.5)
(70.8)
Cash flows from financing activities
 
 
Proceeds from borrowings on debt instruments
120.0 
70.0 
Repayment on debt instruments, including capital leases
(141.3)
(101.9)
Proceeds from stock option exercises
4.7 
0 
Bank overdraft
0 
11.3 
Other financing activities
0 
0.2 
Return of capital to former parent
0 
(12.6)
Net cash used in financing activities
(16.6)
(33.0)
Net increase in cash and cash equivalents
1.7 
0.6 
Cash and cash equivalents, beginning of period
1.2 
0.6 
Cash and cash equivalents, end of period
$ 2.9 
$ 1.2 
Business Operations
Business Operations
Business Operations
Advanced Disposal Services, Inc. together with its consolidated subsidiaries, as a consolidated entity, is a nonhazardous solid waste services company providing collection, transfer, recycling and disposal services to customers in the South, Midwest and Eastern regions of the United States.
The Company manages and evaluates its principal operations through three reportable operating segments on a regional basis. Those operating segments are the South, East and Midwest regions which provide collection, transfer, recycling and disposal services. Additional information related to segments can be found in Note 9.
Eight acquisitions were completed during the six months ended June 30, 2017 for aggregate consideration consisting of a cash purchase price, net of cash acquired, of $84.3 and notes payable of $1.6 subject to net working capital adjustments and other commitments, which are expected to be completed within approximately one year. The Company assumed approximately $3.9 in closure and post-closure liabilities associated with the acquisitions. Six acquisitions were completed during the six months ended June 30, 2016 for a cash purchase price of $4.9 and notes payable of $0.3. The results of operations of each acquisition are included in the Company's unaudited condensed consolidated statements of operations subsequent to the closing date of each acquisition. The Company is still reviewing information surrounding property and equipment, intangible assets, current liabilities and long-term liabilities related to acquisitions completed subsequent to June 30, 2016. See Note 11, Acquisitions, to the Company's unaudited condensed consolidated financial statements for further details on acquisitions completed during the six months ended June 30, 2017.
During the six months ended June 30, 2017, the Company entered into an Asset Transfer and Liability Assumption Agreement with BFI Waste Systems of North America, LLC. The Company received a cash payment of $24.0 which was recorded as an operating cash flow. In exchange for this payment, the Company assumed certain post-closure liabilities of a closed portion of a landfill and became responsible for expenditures related to a gas infrastructure system. The assumed post-closure liabilities and expenditures related to the gas infrastructure system approximate the amount of the cash payment. The payments related to the assumed post-closure liabilities and expenditures related to the gas infrastructure system will be made in future periods.

During the three and six months ended June 30, 2017, the Company divested of its collection services operation in Charlotte, North Carolina for consideration received of $8.7. A $1.4 gain on the sale of that business is included in the Company's unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2017.
Basis of Presentation
Basis of Presentation
Basis of Presentation
The Company’s condensed consolidated financial statements include its wholly-owned subsidiaries and their respective subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
The condensed consolidated financial statements as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016 are unaudited. In the opinion of management, these condensed consolidated financial statements include all adjustments, which, unless otherwise disclosed, are of a normal recurring nature, necessary for a fair statement of the balance sheet, results of operations, comprehensive (loss) income, cash flows, and changes in equity for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
In conformity with accounting principles generally accepted in the United States of America, the Company uses estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. The Company must make these estimates and assumptions because certain information that it uses is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. In preparing the Company's financial statements, the more subjective areas that deal with the greatest amount of uncertainty relate to: accounting for long-lived assets, including recoverability; landfill development costs, final capping, closure and post-closure costs; valuation allowances for accounts receivable and deferred tax assets; liabilities for potential litigation; claims and assessments; liabilities for environmental remediation; stock compensation; accounting for goodwill and intangible asset impairments; deferred taxes; uncertain tax positions; self-insurance reserves; and estimates of the fair value of assets acquired and liabilities assumed in any acquisition. Actual results could differ materially from the estimates and assumptions that the Company uses in preparation of its financial statements.


Intangible Asset Impairment
The Company has collection operations in South Carolina which operate in a competitor-owned disposal market that does not align with the Company's long-term market strategy of vertically integrated operations with Company-owned disposal sites or marketplace neutral disposal sites. During April of 2017, changes in facts and circumstances led the Company to evaluate the long-term market for South Carolina collection operations and re-evaluate the expected cash flows provided by this market. The Company determined it appropriate to impair certain intangible assets that were recorded as part of the purchase accounting when these entities were acquired. Based on the Company's evaluation, the Company recorded an intangible asset impairment of $13.0 during the second quarter of 2017.
Recently Issued Accounting Standards

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 which simplifies the goodwill impairment test by eliminating step 2 of the quantitative assessment. Under the guidance, when a quantitative assessment is required, an entity will perform a goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge will be measured as the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, entities should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amended guidance is effective for the Company on January 1, 2020 and early adoption of the standard is permitted. The Company's early adoption on January 1, 2017 did not have an impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01 which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a screen to determine when a set of assets and activities is not a business. If the screen is not met, the amendments require further consideration of inputs, substantive processes and outputs to determine whether the transaction is an acquisition of a business. The new update is effective for annual periods beginning after December 15, 2017 with early adoption permitted. The Company's early adoption on January 1, 2017 did not have an impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability, and lessors to recognize a net lease investment. Additional qualitative and quantitative disclosures will also be required to increase transparency and comparability among organizations. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the standard is permitted, however; the Company does not expect to early adopt the ASU. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented. While the Company is still assessing the impact of this standard, it does not believe this standard will have a material impact on the Company's financial condition, results of operations or liquidity.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes previous revenue recognition guidance. The new standard requires that a company recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. Companies will need to use more judgment and estimates than under the guidance currently in effect, including estimating the amount of variable revenue to recognize over each identified performance obligation. Additional disclosures will be required to help users of financial statements understand the nature, amount and timing of revenue and cash flows arising from contracts. This standard will become effective for the Company beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company anticipates adopting the standard as a cumulative effect adjustment as of the date of adoption.

To assess the impact of the standard, the Company is using internal resources to lead the implementation efforts. The Company's internal resources reviewed the amended guidance, attended training classes and consulted with other accounting professionals to assist with interpretation of the amended guidance. The Company completed an impact assessment of the guidance changes affecting the Company and developed an approach to address each change. The Company completed a review of its municipal contracts and documented key contract terms for areas impacted by the amended guidance. The Company is in the process of sampling additional contracts based on specifically identified contract characteristics that could be accounted for differently under the amended guidance. Changes to processes and internal controls are being identified to meet the standard’s reporting and disclosure requirements. The Company continues to work through an analysis of the increased disclosures required by the new guidance. The Company has determined that sales commissions previously recorded as expense in the income statement when earned will be recorded as a contract asset under the amended guidance. The Company is in process of determining the appropriate amortization period for these sales commissions. The Company is still in the process of determining if the new standard will impact the timing of revenue recognition.
Landfill Liabilities
Landfill Liabilities
Landfill Liabilities
Liabilities for final closure and post-closure costs for the year ended December 31, 2016 and for the six months ended June 30, 2017 are shown in the table below:
Balance at December 31, 2015
$
193.7

Increase in retirement obligation
9.3

Accretion of closure and post-closure costs
13.0

Change in estimate
(7.4
)
Costs incurred
(17.5
)
Balance at December 31, 2016
191.1

Increase in retirement obligation
4.6

Accretion of closure and post-closure costs
7.4

Costs incurred
(2.5
)
Assumption of long term care and closure reserves
27.9

Balance at June 30, 2017
228.5

Less: Current portion
(30.2
)

$
198.3

Loss Per Share
Loss Per Share
Loss Per Share

The following table sets forth the computation of basic loss per share and loss per share, assuming dilution:

 
Three Months Ended June 30,

Six Months Ended June 30,

 
2017

2016

2017

2016
Numerator: (Dollars in millions)











Net (loss) income
$
(0.2
)

$
0.2


$
(7.2
)

$
(14.0
)
Denominator:









Average common shares outstanding
88,275,698


64,493,536


88,206,590


64,493,536


Other potentially dilutive common shares
—


1,065,751


—


—


Average common shares outstanding, assuming dilution
88,275,698


65,559,287


88,206,590


64,493,536















Net loss per share, basic
$
—


$
—


$
(0.08
)

$
(0.22
)

Net loss per share, assuming dilution
$
—


$
—


$
(0.08
)

$
(0.22
)

Basic net loss per share is based on the weighted-average number of shares of common stock outstanding for each of the periods presented. Net loss per share, assuming dilution, is based on the weighted-average number of shares of common stock equivalents outstanding adjusted for the effects of common stock that may be issued as a result of potentially dilutive instruments. The Company's potentially dilutive instruments are made up of equity awards, which include stock options, restricted stock awards, and performance stock awards.

Pursuant to the FASB’s Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share, the Company includes additional shares in the computation of net income per share, assuming dilution. The additional shares that would be included in diluted net income per share would represent the number of shares that would be issued if all of the above potentially dilutive instruments were converted into common stock. When calculating diluted net income per share, the ASC requires the Company to include the potential shares that would be outstanding if all outstanding stock options were exercised. This number is different from outstanding stock options because it is offset by shares the Company could repurchase using the proceeds from these hypothetical exercises to obtain the common stock equivalent.
Approximately 4.6 million and 0.4 million of outstanding stock awards were excluded from the diluted (loss) income per share calculation for the three months ended June 30, 2017 and June 30, 2016, respectively, because their effect was antidilutive. Approximately 4.2 million and 2.2 million of outstanding stock awards were excluded from the diluted loss per share calculation for the six months ended June 30, 2017 and June 30, 2016, respectively, because their effect was antidilutive.
Debt
Debt
Debt
The following table summarizes the major components of debt at each balance sheet date and provides the maturities and interest rate ranges of each major category of debt:
 
June 30,
2017
 
December 31,
2016
Revolving line of credit with lenders (Revolver), interest at applicable rate plus margin, as defined (6.0% and 4.49% at June 30, 2017 and December 31, 2016, respectively) due quarterly; balance due at maturity in November 2021
$
5.0

 
$
—

Term loans (Term Loan B); quarterly payments of $3.75 commencing March 31, 2017 through September 30, 2023 with final payment due November 10, 2023; interest at an alternate base rate or adjusted LIBOR rate with a 0.75% floor plus an applicable margin
1,467.5

 
1,480.0

Senior notes (Senior Notes) payable; interest at 5.625% payable in arrears semi-annually commencing May 15, 2017; maturing on November 15, 2024

425.0

 
425.0

Capital lease obligations, maturing through 2024
51.7

 
42.5

Other debt
12.9

 
15.1

 
1,962.1

 
1,962.6

Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt
(36.2
)
 
(39.1
)
Less: Current portion
(40.7
)
 
(36.5
)
 
$
1,885.2

 
$
1,887.0



All borrowings under the Term Loan B and the Revolver are guaranteed by each of the Company's current and future U.S. subsidiaries (which also guarantee the Senior Notes), subject to certain agreed-upon exemptions. All guarantors are jointly and severally and fully and unconditionally liable. There are no significant restrictions on the Company or any guarantor to obtain funds from its subsidiaries by dividend or loan.

Revolver and Letter of Credit Facilities

As of June 30, 2017, the Company had an aggregate committed capacity of $300.0, of which $100.0 was available for letters of credit under its credit facilities. The Company’s Revolver is its primary source of letter of credit capacity and expires in 2021. As of June 30, 2017 and December 31, 2016, the Company had $5.0 and $0.0 of borrowings outstanding on the Revolver, respectively. As of June 30, 2017 and December 31, 2016, the Company had an aggregate of $40.9 and $42.1, respectively, of letters of credit outstanding under its credit facilities.
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities
The following table summarizes the fair values of derivative instruments recorded in the Company’s condensed consolidated balance sheets:

 
Balance Sheet Location
 
June 30, 2017
 
December 31,
2016
Derivatives Not Designated as Hedging Instruments








2016 Interest rate caps

Other long term assets

$
—


$
2.3

2017 Interest rate caps
 
Other long term liabilities
 
(0.1
)
 
—

Total derivatives



$
(0.1
)

$
2.3


The Company has not offset fair value of assets and liabilities recognized for its derivative instruments.
Interest Rate Caps
In December 2012, the Company entered into four interest rate cap agreements to hedge the risk of a rise in interest rates and associated cash flows on its variable rate debt. The interest rate caps expired in various tranches through fiscal 2016. The Company recorded a premium of $5.0 in other assets in the condensed consolidated balance sheets and amortized the premium to interest expense based upon decreases in the time value of the caps. Amortization expense was approximately $0.0 and $0.2 for the three and six months ending June 30, 2016, respectively.
In May 2016, the Company entered into three interest rate cap agreements as economic hedges against the risk of a rise in interest rates and the associated cash flows on its variable rate debt. The Company is paying the $5.5 premium of the caps equally over eleven quarters beginning on March 31, 2017. The Company elected not to apply hedge accounting to these interest rate caps therefore changes in the fair value of the interest rate caps are recorded in other (expense) income, net in the condensed consolidated statements of operations. The Company recorded a loss of $2.0 and $2.8 for the three months ending June 30, 2017 and 2016, respectively and $3.3 and $2.8 for the six months ended June 30, 2017 and 2016, respectively. Of the recorded losses, $0.5 and $1.0 for the three and six months ended June 30, 2017, respectively, were realized losses. The notional value of the contracts aggregated were $800.0 as of June 30, 2017 and will remain constant through maturity in September 2019.
Commodity Futures Contracts
Prior to fiscal 2017, the company utilized fuel derivative instruments (commodity futures contracts) as economic hedges of the risk that fuel prices would fluctuate. The Company has used financial derivative instruments for both short-term and long-term time frames and utilized fixed price swap agreements to manage the identified risk. The Company does not currently have plans to enter into derivative financial instruments for trading or speculative purposes. All fuel derivative contracts entered into by the Company expired prior to fiscal 2017. Changes in the fair value and settlements of the fuel derivative instruments were recorded in other (expense) income, net in the condensed consolidated statements of operations. The Company recorded income of $2.1 and $1.5, respectively, for the three and six months ended June 30, 2016.
Income Taxes
Income Taxes
Income Taxes

The Company’s effective income tax rate for the three months ended June 30, 2017 and 2016 was 33.3% and 90.5%, respectively. The Company evaluates its effective income tax rate at each interim period and adjusts it accordingly as facts and circumstances warrant. The effective tax rate for the three months ended June 30, 2017 is materially consistent with the federal statutory rate of 35%. The difference between income taxes computed at the federal statutory rate of 35% and reported income taxes for the three months ended June 30, 2016 was primarily due to the unfavorable impact of permanently non-deductible expenses included in stock-based compensation. These items had a greater impact on the Company’s effective income tax rate during the three months ended June 30, 2016 than in comparable prior periods due to the Company’s pre-tax earnings being near break-even for the three months ended June 30, 2016.
The Company’s effective income tax rate for the six months ended June 30, 2017 and 2016 was 40.0% and 26.7%, respectively. The difference between income taxes computed at the federal statutory rate of 35% and reported income tax benefit for the six months ended June 30, 2017 was primarily due to the favorable impact of recorded valuation allowance and the favorable impact of state and local taxes. The difference between income taxes computed at the federal statutory rate of 35% and reported income taxes for the six months ended June 30, 2016 was primarily due to the unfavorable impact of permanently non-deductible expenses and the unfavorable impact of a change in recorded valuation allowance.

As of June 30, 2017, the Company had $10.5 of liabilities associated with unrecognized tax benefits and related interest. These liabilities are primarily included as a component of long-term “Other liabilities” in the condensed consolidated balance sheet because the Company generally does not anticipate that settlement of the liabilities will require payment of cash within the next 12 months. The Company is not able to reasonably estimate when it would make any cash payments required to settle these liabilities, but the Company does not believe that the ultimate settlement of its obligations will materially affect its liquidity.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
Financial Instruments
The Company has obtained letters of credit, performance bonds and insurance policies for the performance of landfill final capping, closure and post-closure requirements, environmental remediation, and other obligations. Letters of credit are supported by the Company’s Revolver (Note 5).
The Company does not expect that any claims against or draws on these instruments would have a material adverse effect on the Company’s condensed consolidated financial statements. The Company has not experienced any unmanageable difficulty in obtaining the required financial assurance instruments for its current operations. In an ongoing effort to mitigate risks of future cost increases and reductions in available capacity, the Company continues to evaluate various options to access cost-effective sources of financial assurance.
Insurance
The Company carries insurance coverage for protection of its assets and operations from certain risks including automobile liability, general liability, real and personal property, workers' compensation, directors and officers liability, pollution, legal liability and other coverages the Company believes are customary to the industry. The Company's exposure to loss for insurance claims is generally limited to the per incident deductible, or self-insured retention, under the related insurance policy. Its exposure, however, could increase if its insurers are unable to meet their commitments on a timely basis.
The Company has retained a significant portion of the risks related to its automobile, general liability, workers' compensation and health claims programs. For its self-insured retentions, the exposure for unpaid claims and associated expenses, including incurred but not reported losses, is based on an actuarial valuation and internal estimates. The accruals for these liabilities could be revised if future occurrences or loss development significantly differ from the Company's assumptions used. The Company does not expect the impact of any known casualty, property, environmental or other contingency to have a material impact on its financial condition, results of operations or cash flows.
 
Litigation and Other Matters
In February 2009, the Company and certain of its subsidiaries were named as defendants in a purported class action suit in the Circuit Court of Macon County, Alabama. Similar class action complaints were brought against the Company and certain of its subsidiaries in 2011 in Duval County, Florida and in 2013 in Quitman County, Georgia and Barbour County, Alabama, and in 2014 in Chester County, Pennsylvania. The 2013 Georgia complaint was dismissed in March 2014. In late 2015 in Gwinnett County, Georgia, another purported class action suit was filed. The plaintiffs in those cases primarily allege that the defendants charged improper fees (fuel, administrative and environmental fees) that were in breach of the plaintiffs' service agreements with the Company and seek damages in an unspecified amount. The Company believes that it has meritorious defenses against these purported class actions, which it will vigorously pursue. Given the inherent uncertainties of litigation, including the early stage of these cases, the unknown size of any potential class, and legal and factual issues in dispute, the outcome of these cases cannot be predicted and a range of loss, if any, cannot currently be estimated.
In November 2014, the Attorney General of the State of Vermont filed a complaint against the Company relating to the Moretown, Vermont landfill regarding alleged odor and other environmental-related noncompliances with environmental laws and regulations and environmental permits. In the complaint, the Attorney General requested that the State of Vermont Superior Court find the Company liable for the alleged noncompliances, issue related civil penalties, and order the Company to reimburse the State of Vermont for enforcement costs. While the complaint does not specify a monetary penalty, prior correspondence from the Attorney General of the State of Vermont indicates that it may seek a penalty relating to the alleged noncompliances that is not expected to be material. Given the inherent uncertainties of litigation, including the early stage of this case, the outcome cannot be predicted and a range of loss, if any, cannot currently be estimated.

In February 2017, a waste slide occurred in one cell at the Company’s Greentree Landfill in Kersey, Pennsylvania. During the six months ended June 30, 2017, the Company recorded a charge in operating expenses of $5.4, representing the Company’s current estimate of probable costs to relocate displaced material and restore infrastructure, net of estimated insurance recoveries; this amount could increase or decrease as a result of actual costs incurred to completion and insurance recoveries. The Company has incurred $2.4 and $3.9 for the three and six months ended June 30, 2017, respectively.
The Company is subject to various other proceedings, lawsuits, disputes and claims and regulatory investigations arising in the ordinary course of its business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against the Company include commercial, customer, and employment-related claims. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions are in various procedural stages, and some are covered in part by insurance. Although the Company cannot predict the ultimate outcome and the range of loss cannot be currently estimated, the Company does not believe that the eventual outcome of any such action could have a material adverse effect on its business, financial condition, results of operations, or cash flows.     

Multiemployer Defined Benefit Pension Plans
Approximately 12.7% of the Company’s workforce is covered by collective bargaining agreements with various local unions across its operating regions. As a result of some of these agreements, certain of the Company’s subsidiaries are participating employers in a number of trustee-managed multiemployer, defined benefit pension plans for the affected employees. In connection with its ongoing renegotiation of various collective bargaining agreements, the Company may discuss and negotiate for the complete or partial withdrawal from one or more of these pension plans. A complete or partial withdrawal from a multiemployer pension plan may also occur if employees covered by a collective bargaining agreement vote to decertify a union from continuing to represent them. The Company is not aware of any such actions in connection with continuing operations. As a result of certain discontinued operations, the Company is potentially exposed to certain withdrawal liabilities. The Company does not believe that any future withdrawals, individually or in the aggregate, from the multiemployer plans to which it contributes could have a material adverse effect on the Company's business, financial condition or liquidity. However, such withdrawals could have a material adverse effect on the Company's results of operations for a particular reporting period, depending on the number of employees withdrawn in any future period and the financial condition of the multiemployer plan(s) at the time of such withdrawal(s).

Tax Matters

The Company has open tax years dating back to 2000 in certain jurisdictions. Prior to the acquisition, MW Star Holdings, Corp. (Veolia ES Solid Waste division) was part of a consolidated group and is still subject to IRS and state examinations dating back to 2004. Pursuant to the terms of the acquisition of Veolia ES Solid Waste, Inc., the Company is entitled to certain indemnifications for Veolia ES Solid Waste Division's pre-acquisition tax liabilities.
The Company maintains a liability for uncertain tax positions, the balance of which management believes is adequate. Results of audit assessments by taxing authorities are not currently expected to have a material adverse impact on the Company's results of operations or cash flows.
Fair Value Measurements
Fair Value Measurements
Fair Value Measurements
Assets and Liabilities Accounted for at Fair Value
In measuring fair values of assets and liabilities, the Company uses valuation techniques that maximize the use of observable inputs (Level 1) and minimize the use of unobservable inputs (Level 3). The Company also uses market data or assumptions that it believes market participants would use in pricing an asset or liability, including assumptions about risk when appropriate. The carrying value for certain of the Company's financial instruments approximate fair value because of their short-term nature. The Company’s assets and liabilities that are measured at fair value on a recurring basis include the following:
 
 
 
Fair Value Measurement at June 30, 2017
Reporting Date Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Gains
(Losses)
 
Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
2.9

 
$
2.9

 
$
—

 
$
—

 
$
—

 
$
2.9

Interest rate caps - Liability position
(0.1
)
 
—

 
(0.1
)
 
—

 
—

 
(0.1
)
Total recurring fair value measurements
$
2.8

 
$
2.9

 
$
(0.1
)
 
$
—

 
$
—

 
$
2.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurement at December 31, 2016
Reporting Date Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Gains
(Losses)
 
Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1.2

 
$
1.2

 
$
—

 
$
—

 
$
—

 
$
1.2

Interest rate caps - asset position
2.3


—


2.3


—


—


2.3

Total recurring fair value measurements
$
3.5


$
1.2


$
2.3


$
—


$
—


$
3.5


The fair value of the interest rate caps are determined using standard option valuation models with assumptions about interest rates based on those observed in underlying markets (Level 2 in fair value hierarchy).
Fair Value of Debt
The fair value of the Company’s debt (Level 2) is estimated using indirectly observable market inputs, except for the Revolver for which cost approximates fair value due to the short-term nature of the interest rate. Although the Company has determined the estimated fair value amounts using quoted market prices, considerable judgment is required in interpreting the information and in developing the estimated fair values. Therefore, these estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. The fair value estimates are based on information available as of June 30, 2017 and December 31, 2016, respectively.
The estimated fair value of the Company’s debt is as follows:
 
June 30,
2017
 
December 31,
2016
Revolver
$
5.0


$
—

Senior Notes
439.9


425.5

Term Loan B
1,474.8


1,495.7


$
1,919.7


$
1,921.2


The carrying value of the Company’s debt at June 30, 2017 and December 31, 2016 was $1,897.5 and $1,905.0, respectively.
Acquisitions
Acquisitions
Acquisitions
Eight acquisitions were completed during the six months ended June 30, 2017 for aggregate consideration consisting of a cash purchase price, net of cash acquired, of $84.3 and notes payable of $1.6, subject to net working capital adjustments and other commitments, which are expected to be completed within approximately one year. The goodwill recognized of $25.4 represents long-term growth potential and the synergies from the combined operations of the acquired entities and the Company. The Company is still reviewing information surrounding property and equipment, intangible assets, current liabilities and long-term liabilities resulting from the acquisitions, which may result in changes to the Company’s preliminary purchase price allocation during subsequent periods. Transaction costs related to these acquisitions were not significant for the three and six months ended June 30, 2017. The results of operations of each acquisition are included in the consolidated statements of operations of the Company subsequent to the closing date of each acquisition.
 
The following table summarizes the estimated fair values of the net assets acquired, net of cash acquired, year to date as of:
 
June 30, 2017
Current assets
$
4.6

Property and equipment
75.3

Goodwill
25.4

Other intangible assets
7.0

Total assets acquired
112.3

Current liabilities
5.4

Accrued landfill retirement obligations
3.9

Deferred tax liability
18.7

Total liabilities assumed
28.0

Net assets acquired
$
84.3


The following table presents the allocation of the purchase price to other intangible assets:
 
June 30, 2017
Customer lists and contracts
$
6.5

Noncompete
0.4

Other
0.1

 
$
7.0


The amount of goodwill recorded related to these acquisitions for the South Segment, East Segment, and Midwest Segment was $0.8, $24.6, and $0.0, respectively. The amount of goodwill deductible for tax purposes related to these acquisitions is $0.9.
The weighted average life of other intangible assets in years is as follows:
Customer lists and contracts
16
Noncompete
5
Subsequent Events
Subsequent Events
Subsequent Events

Acquisitions

During July 2017, the Company completed two acquisitions of waste collection companies. The Company paid consideration of $20.0 for these acquisitions. The Company has not yet completed its initial purchase price allocation.

Asset Purchase

On May 1, 2017, the Company entered into an agreement to lease a 22,500 square foot building and related improvements near Orlando, FL. In June 2017, the Lessor communicated their intention to sell the facility. The Company has exercised its right of first offer pursuant to the lease agreement and is in process of finalizing the agreement to purchase the leased assets for cash consideration of $8.5.
Basis of Presentation (Policies)
Consolidation 
The Company’s condensed consolidated financial statements include its wholly-owned subsidiaries and their respective subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates and Assumptions 
In conformity with accounting principles generally accepted in the United States of America, the Company uses estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. The Company must make these estimates and assumptions because certain information that it uses is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. In preparing the Company's financial statements, the more subjective areas that deal with the greatest amount of uncertainty relate to: accounting for long-lived assets, including recoverability; landfill development costs, final capping, closure and post-closure costs; valuation allowances for accounts receivable and deferred tax assets; liabilities for potential litigation; claims and assessments; liabilities for environmental remediation; stock compensation; accounting for goodwill and intangible asset impairments; deferred taxes; uncertain tax positions; self-insurance reserves; and estimates of the fair value of assets acquired and liabilities assumed in any acquisition. Actual results could differ materially from the estimates and assumptions that the Company uses in preparation of its financial statements.
Recently Issued Accounting Standards 
Recently Issued Accounting Standards

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 which simplifies the goodwill impairment test by eliminating step 2 of the quantitative assessment. Under the guidance, when a quantitative assessment is required, an entity will perform a goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge will be measured as the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, entities should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amended guidance is effective for the Company on January 1, 2020 and early adoption of the standard is permitted. The Company's early adoption on January 1, 2017 did not have an impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01 which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a screen to determine when a set of assets and activities is not a business. If the screen is not met, the amendments require further consideration of inputs, substantive processes and outputs to determine whether the transaction is an acquisition of a business. The new update is effective for annual periods beginning after December 15, 2017 with early adoption permitted. The Company's early adoption on January 1, 2017 did not have an impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability, and lessors to recognize a net lease investment. Additional qualitative and quantitative disclosures will also be required to increase transparency and comparability among organizations. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the standard is permitted, however; the Company does not expect to early adopt the ASU. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented. While the Company is still assessing the impact of this standard, it does not believe this standard will have a material impact on the Company's financial condition, results of operations or liquidity.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes previous revenue recognition guidance. The new standard requires that a company recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. Companies will need to use more judgment and estimates than under the guidance currently in effect, including estimating the amount of variable revenue to recognize over each identified performance obligation. Additional disclosures will be required to help users of financial statements understand the nature, amount and timing of revenue and cash flows arising from contracts. This standard will become effective for the Company beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company anticipates adopting the standard as a cumulative effect adjustment as of the date of adoption.

To assess the impact of the standard, the Company is using internal resources to lead the implementation efforts. The Company's internal resources reviewed the amended guidance, attended training classes and consulted with other accounting professionals to assist with interpretation of the amended guidance. The Company completed an impact assessment of the guidance changes affecting the Company and developed an approach to address each change. The Company completed a review of its municipal contracts and documented key contract terms for areas impacted by the amended guidance. The Company is in the process of sampling additional contracts based on specifically identified contract characteristics that could be accounted for differently under the amended guidance. Changes to processes and internal controls are being identified to meet the standard’s reporting and disclosure requirements. The Company continues to work through an analysis of the increased disclosures required by the new guidance. The Company has determined that sales commissions previously recorded as expense in the income statement when earned will be recorded as a contract asset under the amended guidance. The Company is in process of determining the appropriate amortization period for these sales commissions. The Company is still in the process of determining if the new standard will impact the timing of revenue recognition.
Landfill Liabilities (Tables)
Summary of Liabilities for Final Closure and Post-Closure Costs
Liabilities for final closure and post-closure costs for the year ended December 31, 2016 and for the six months ended June 30, 2017 are shown in the table below:
Balance at December 31, 2015
$
193.7

Increase in retirement obligation
9.3

Accretion of closure and post-closure costs
13.0

Change in estimate
(7.4
)
Costs incurred
(17.5
)
Balance at December 31, 2016
191.1

Increase in retirement obligation
4.6

Accretion of closure and post-closure costs
7.4

Costs incurred
(2.5
)
Assumption of long term care and closure reserves
27.9

Balance at June 30, 2017
228.5

Less: Current portion
(30.2
)

$
198.3

Loss Per Share (Tables)
Computation of Basic and Dilutive Loss Per Share
The following table sets forth the computation of basic loss per share and loss per share, assuming dilution:

 
Three Months Ended June 30,

Six Months Ended June 30,

 
2017

2016

2017

2016
Numerator: (Dollars in millions)











Net (loss) income
$
(0.2
)

$
0.2


$
(7.2
)

$
(14.0
)
Denominator:









Average common shares outstanding
88,275,698


64,493,536


88,206,590


64,493,536


Other potentially dilutive common shares
—


1,065,751


—


—


Average common shares outstanding, assuming dilution
88,275,698


65,559,287


88,206,590


64,493,536















Net loss per share, basic
$
—


$
—


$
(0.08
)

$
(0.22
)

Net loss per share, assuming dilution
$
—


$
—


$
(0.08
)

$
(0.22
)
Debt (Tables)
Summary of Major Components of Debt
The following table summarizes the major components of debt at each balance sheet date and provides the maturities and interest rate ranges of each major category of debt:
 
June 30,
2017
 
December 31,
2016
Revolving line of credit with lenders (Revolver), interest at applicable rate plus margin, as defined (6.0% and 4.49% at June 30, 2017 and December 31, 2016, respectively) due quarterly; balance due at maturity in November 2021
$
5.0

 
$
—

Term loans (Term Loan B); quarterly payments of $3.75 commencing March 31, 2017 through September 30, 2023 with final payment due November 10, 2023; interest at an alternate base rate or adjusted LIBOR rate with a 0.75% floor plus an applicable margin
1,467.5

 
1,480.0

Senior notes (Senior Notes) payable; interest at 5.625% payable in arrears semi-annually commencing May 15, 2017; maturing on November 15, 2024

425.0

 
425.0

Capital lease obligations, maturing through 2024
51.7

 
42.5

Other debt
12.9

 
15.1

 
1,962.1

 
1,962.6

Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt
(36.2
)
 
(39.1
)
Less: Current portion
(40.7
)
 
(36.5
)
 
$
1,885.2

 
$
1,887.0

Derivative Instruments and Hedging Activities (Tables)
Summary of Fair Values of Derivative Instruments Recorded in Condensed Consolidated Balance Sheets
The following table summarizes the fair values of derivative instruments recorded in the Company’s condensed consolidated balance sheets:

 
Balance Sheet Location
 
June 30, 2017
 
December 31,
2016
Derivatives Not Designated as Hedging Instruments








2016 Interest rate caps

Other long term assets

$
—


$
2.3

2017 Interest rate caps
 
Other long term liabilities
 
(0.1
)
 
—

Total derivatives



$
(0.1
)

$
2.3

Fair Value Measurements (Tables)
Assets and Liabilities Measured at Fair Value on Recurring Basis 
The Company’s assets and liabilities that are measured at fair value on a recurring basis include the following:
 
 
 
Fair Value Measurement at June 30, 2017
Reporting Date Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Gains
(Losses)
 
Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
2.9

 
$
2.9

 
$
—

 
$
—

 
$
—

 
$
2.9

Interest rate caps - Liability position
(0.1
)
 
—

 
(0.1
)
 
—

 
—

 
(0.1
)
Total recurring fair value measurements
$
2.8

 
$
2.9

 
$
(0.1
)
 
$
—

 
$
—

 
$
2.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurement at December 31, 2016
Reporting Date Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Gains
(Losses)
 
Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1.2

 
$
1.2

 
$
—

 
$
—

 
$
—

 
$
1.2

Interest rate caps - asset position
2.3


—


2.3


—


—


2.3

Total recurring fair value measurements
$
3.5


$
1.2


$
2.3


$
—


$
—


$
3.5

Estimated Fair Value of Company's Debt 
The estimated fair value of the Company’s debt is as follows:
 
June 30,
2017
 
December 31,
2016
Revolver
$
5.0


$
—

Senior Notes
439.9


425.5

Term Loan B
1,474.8


1,495.7


$
1,919.7


$
1,921.2

Acquisitions (Tables)
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed 
The following table summarizes the estimated fair values of the net assets acquired, net of cash acquired, year to date as of:
 
June 30, 2017
Current assets
$
4.6

Property and equipment
75.3

Goodwill
25.4

Other intangible assets
7.0

Total assets acquired
112.3

Current liabilities
5.4

Accrued landfill retirement obligations
3.9

Deferred tax liability
18.7

Total liabilities assumed
28.0

Net assets acquired
$
84.3

Schedule of Purchase Price Allocation to Other Intangible Assets 
The following table presents the allocation of the purchase price to other intangible assets:
 
June 30, 2017
Customer lists and contracts
$
6.5

Noncompete
0.4

Other
0.1

 
$
7.0

Schedule of Weighted Average Remaining Life of Other Intangible Assets 
The weighted average life of other intangible assets in years is as follows:
Customer lists and contracts
16
Noncompete
5
Business Operations (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2017
Segment
Jun. 30, 2016
acquisition
Jun. 30, 2017
BFI Waste Systems of North America, LLC
Jun. 30, 2017
Disposal group, disposed by sale
Certain Collection Service Assets
Charlotte, North Carolina
Jun. 30, 2017
Disposal group, disposed by sale
Certain Collection Service Assets
Charlotte, North Carolina
Business Acquisition [Line Items]
 
 
 
 
 
Number of reportable operating segments
3 
 
 
 
 
Number of geographic operating segments
3 
 
 
 
 
Number of acquisitions completed
 
6 
 
 
 
Amount of notes payable incurred as part of consideration transferred
$ 1.6 
 
 
 
 
Closure and post-closure liabilities assumed
3.9 
 
 
 
 
Consideration transferred, cash
 
4.9 
 
 
 
Consideration transferred, notes payable
 
0.3 
 
 
 
Assumption of long term care and closure reserve
24.0 
0 
24.0 
 
 
Proceeds from Sale of Productive Assets
 
 
 
8.7 
 
Proceeds from sale of businesses
8.7 
2.5 
 
 
8.7 
Gain on sale of business
$ 2.8 
$ 1.7 
 
$ 1.4 
$ 1.4 
Basis of Presentation (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2017
Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
 
 
Intangible asset impairment
$ 13.0 
$ 13.0 
$ 0 
Landfill Liabilities - Summary of Liabilities for Final Closure and Post-Closure Costs (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended 12 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Dec. 31, 2016
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
 
 
 
Beginning balance
$ 191.1 
$ 193.7 
$ 193.7 
Increase in retirement obligation
4.6 
 
9.3 
Accretion of closure and post-closure costs
7.4 
6.5 
13.0 
Change in estimate
 
 
(7.4)
Costs incurred
(2.5)
 
(17.5)
Assumption of long term care and closure reserves
27.9 
 
 
Ending balance
228.5 
 
191.1 
Less: Current portion
(30.2)
 
 
Noncurrent portion
$ 198.3 
 
 
Loss Per Share (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Numerator:
 
 
 
 
Net (loss) income
$ (0.2)
$ 0.2 
$ (7.2)
$ (14.0)
Denominator:
 
 
 
 
Average common shares outstanding (in shares)
88,275,698 
64,493,536 
88,206,590 
64,493,536 
Other potentially dilutive common shares (in shares)
0 
1,065,751 
0 
0 
Average common shares outstanding, assuming dilution (in shares)
88,275,698 
65,559,287 
88,206,590 
64,493,536 
Net loss per share, basic (in dollars per share)
$ 0.00 
$ 0.00 
$ (0.08)
$ (0.22)
Net loss per share, assuming dilution (in dollars per share)
$ 0.00 
$ 0.00 
$ (0.08)
$ (0.22)
Stock option
 
 
 
 
Denominator:
 
 
 
 
Antidilutive stock awards excluded from calculation (in shares)
4,600,000 
400,000 
4,200,000 
2,200,000 
Debt - Summary of Major Components of Debt - Principal (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
Capital lease obligations, maturing through 2024
$ 51.7 
$ 42.5 
Other debt
12.9 
15.1 
Long-term debt, gross
1,962.1 
1,962.6 
Less: Original issue discount
(36.2)
(39.1)
Less: Current portion
(40.7)
(36.5)
Long-term debt, less original issue discount and current maturities
1,885.2 
1,887.0 
Revolver
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
5.0 
0 
Term Loan B
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
1,467.5 
1,480.0 
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
$ 425.0 
$ 425.0 
Debt - Summary of Major Components of Debt - Interest Rates (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended 12 Months Ended
Jun. 30, 2017
Dec. 31, 2016
Revolver
 
 
Debt Instrument [Line Items]
 
 
Line of credit interest rate
6.00% 
4.49% 
Term Loan B
 
 
Debt Instrument [Line Items]
 
 
Debt periodic principal payment
$ 3.75 
$ 3.75 
Term Loan B |
LIBOR
 
 
Debt Instrument [Line Items]
 
 
Debt reference rate
0.75% 
0.75% 
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Debt interest rate
5.625% 
5.625% 
Debt - Additional Information (Details) (USD $)
Jun. 30, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
Letters of credit outstanding
$ 40,900,000 
$ 42,100,000 
Revolver
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
5,000,000 
0 
Revolving Credit Facility
 
 
Debt Instrument [Line Items]
 
 
Line of credit maximum borrowing capacity
300,000,000.0 
 
Letters of Credit
 
 
Debt Instrument [Line Items]
 
 
Line of credit maximum borrowing capacity
$ 100,000,000.0 
 
Derivative Instruments and Hedging Activities - Summary of Fair Values of Derivative Instruments Recorded in Condensed Consolidated Balance Sheets (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
 
 
Total derivatives
$ (0.1)
$ (2.3)
Derivatives Not Designated as Hedging Instruments |
Interest rate caps |
Other long term assets
 
 
Derivative Instruments and Hedging Activities Disclosures [Line Items]
 
 
2016 Interest rate caps, assets
0 
2.3 
Derivatives Not Designated as Hedging Instruments |
Interest rate caps |
Other long term liabilities
 
 
Derivative Instruments and Hedging Activities Disclosures [Line Items]
 
 
2017 Interest rate caps, liabilities
$ (0.1)
$ 0 
Derivative Instruments and Hedging Activities - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2016
Derivatives Designated as Hedging Instruments
Interest rate caps
Jun. 30, 2016
Derivatives Designated as Hedging Instruments
Interest rate caps
Dec. 31, 2012
Derivatives Designated as Hedging Instruments
Interest rate caps
Agreement
Dec. 31, 2012
Derivatives Designated as Hedging Instruments
Interest rate caps
Other assets
Jun. 30, 2017
Derivatives Not Designated as Hedging Instruments
Interest rate caps
May 31, 2016
Derivatives Not Designated as Hedging Instruments
Interest rate caps
Agreement
Jun. 30, 2017
Derivatives Not Designated as Hedging Instruments
Interest rate caps
Other (expense) income, net
Jun. 30, 2016
Derivatives Not Designated as Hedging Instruments
Interest rate caps
Other (expense) income, net
Jun. 30, 2017
Derivatives Not Designated as Hedging Instruments
Interest rate caps
Other (expense) income, net
Jun. 30, 2016
Derivatives Not Designated as Hedging Instruments
Interest rate caps
Other (expense) income, net
Jun. 30, 2016
Derivatives Not Designated as Hedging Instruments
Fuel commodity derivatives
Other (expense) income, net
Jun. 30, 2016
Derivatives Not Designated as Hedging Instruments
Fuel commodity derivatives
Other (expense) income, net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of interest rate cap agreements
 
 
 
 
4 
 
 
3 
 
 
 
 
 
 
Premium included in other assets from condensed consolidated balance sheet
 
 
 
 
 
$ 5.0 
 
$ 5.5 
 
 
 
 
 
 
Amortization of option interest rate cap premium
0 
0.2 
0 
0.2 
 
 
 
 
 
 
 
 
 
 
(Loss) income for changes in fair value of derivative instruments
 
 
 
 
 
 
 
 
(2.0)
(2.8)
(3.3)
(2.8)
2.1 
1.5 
Realized loss recognized due to fair value changes and settlement of fuel derivative instruments
 
 
 
 
 
 
 
 
0.5 
 
 
1.0 
 
 
Notional amounts of the contracts
 
 
 
 
 
 
$ 800.0 
 
 
 
 
 
 
 
Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Income Tax Disclosure [Abstract]
 
 
 
 
Effective income tax rate continuing operations
33.30% 
90.50% 
40.00% 
26.70% 
Federal statutory tax rate
35.00% 
35.00% 
35.00% 
35.00% 
Liabilities associated with unrecognized tax benefits and related interest
$ 10.5 
 
$ 10.5 
 
Commitments and Contingencies (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
 
 
Environmental remediation expense
 
$ 5.4 
Environmental remediation costs incurred
$ 2.4 
$ 3.9 
Percentage of workforce covered under collective bargaining
12.70% 
12.70% 
Segment and Related Information - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Segment
Jun. 30, 2016
Segment Reporting Information [Line Items]
 
 
 
 
Number of reportable segments
 
 
3 
 
Number of geographic operating segments
 
 
3 
 
Service revenues
$ 383.1 
$ 358.2 
$ 730.5 
$ 692.0 
Operating Income (Loss)
24.1 
36.1 
35.4 
49.1 
Depreciation and amortization
67.5 
64.6 
128.9 
125.4 
South |
Scenario, Adjustment
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Service revenues
 
5.7 
 
11.1 
Operating Income (Loss)
 
1.0 
 
1.8 
Depreciation and amortization
 
0.3 
 
0.8 
East |
Scenario, Adjustment
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Service revenues
 
(5.7)
 
(11.1)
Operating Income (Loss)
 
(1.0)
 
(1.8)
Depreciation and amortization
 
$ (0.3)
 
$ (0.8)
Segment and Related Information - Summary of Financial Information Concerning Reportable Segments (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Segment Reporting Information [Line Items]
 
 
 
 
Service Revenue
$ 383.1 
$ 358.2 
$ 730.5 
$ 692.0 
Operating Income (Loss)
24.1 
36.1 
35.4 
49.1 
Depreciation and Amortization
67.5 
64.6 
128.9 
125.4 
Operating Segments |
South
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Service Revenue
139.6 
129.8 
275.1 
258.4 
Operating Income (Loss)
24.0 
23.0 
46.2 
43.7 
Depreciation and Amortization
19.7 
19.0 
38.8 
38.1 
Operating Segments |
East
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Service Revenue
100.2 
90.5 
186.2 
173.4 
Operating Income (Loss)
(5.3)
8.2 
(7.9)
11.0 
Depreciation and Amortization
20.1 
18.9 
37.7 
35.8 
Operating Segments |
Midwest
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Service Revenue
143.3 
137.9 
269.2 
260.2 
Operating Income (Loss)
20.6 
20.5 
31.9 
32.0 
Depreciation and Amortization
25.2 
24.6 
47.8 
47.5 
Corporate
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Service Revenue
0 
0 
0 
0 
Operating Income (Loss)
(15.2)
(15.6)
(34.8)
(37.6)
Depreciation and Amortization
$ 2.5 
$ 2.1 
$ 4.6 
$ 4.0 
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (Recurring, USD $)
In Millions, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Total Fair Value
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
$ 2.9 
$ 1.2 
Interest rate caps - Liability position
(0.1)
 
Interest rate caps - asset position
 
2.3 
Total recurring fair value measurements
2.8 
3.5 
Total Fair Value |
Level 1
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
2.9 
1.2 
Interest rate caps - Liability position
0 
 
Interest rate caps - asset position
 
0 
Total recurring fair value measurements
2.9 
1.2 
Total Fair Value |
Level 2
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
0 
0 
Interest rate caps - Liability position
(0.1)
 
Interest rate caps - asset position
 
2.3 
Total recurring fair value measurements
(0.1)
2.3 
Total Fair Value |
Level 3
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
0 
0 
Interest rate caps - Liability position
0 
 
Interest rate caps - asset position
 
0 
Total recurring fair value measurements
0 
0 
Total Gains (Losses)
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
0 
0 
Interest rate caps - Liability position
0 
 
Interest rate caps - asset position
 
0 
Total recurring fair value measurements
0 
0 
Carrying Value
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
2.9 
1.2 
Interest rate caps - Liability position
(0.1)
 
Interest rate caps - asset position
 
2.3 
Total recurring fair value measurements
$ 2.8 
$ 3.5 
Fair Value Measurements - Estimated Fair Value of Company's Debt (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
Debt instruments carrying value
$ 1,897.5 
$ 1,905.0 
Level 2
 
 
Debt Instrument [Line Items]
 
 
Estimated fair value debt
1,919.7 
1,921.2 
Level 2 |
Revolver
 
 
Debt Instrument [Line Items]
 
 
Estimated fair value debt
5.0 
0 
Level 2 |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated fair value debt
439.9 
425.5 
Level 2 |
Term Loan B
 
 
Debt Instrument [Line Items]
 
 
Estimated fair value debt
$ 1,474.8 
$ 1,495.7 
Acquisitions - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
acquisition
Dec. 31, 2016
Business Acquisition [Line Items]
 
 
 
Number of companies acquired
 
6 
 
Amount of notes payable incurred as part of consideration transferred
$ 1.6 
 
 
Goodwill
1,198.6 
 
1,173.9 
Business Acquisition
 
 
 
Business Acquisition [Line Items]
 
 
 
Number of companies acquired
8 
 
 
Consideration transferred
84.3 
 
 
Amount of notes payable incurred as part of consideration transferred
1.6 
 
 
Goodwill
25.4 
 
 
Goodwill, acquisition deductible for tax purposes
0.9 
 
 
Business Acquisition |
South
 
 
 
Business Acquisition [Line Items]
 
 
 
Goodwill, acquisition
0.8 
 
 
Business Acquisition |
East
 
 
 
Business Acquisition [Line Items]
 
 
 
Goodwill, acquisition
24.6 
 
 
Business Acquisition |
Midwest
 
 
 
Business Acquisition [Line Items]
 
 
 
Goodwill, acquisition
$ 0 
 
 
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Business Acquisition [Line Items]
 
 
Goodwill
$ 1,198.6 
$ 1,173.9 
Business Acquisition
 
 
Business Acquisition [Line Items]
 
 
Current assets
4.6 
 
Property and equipment
75.3 
 
Goodwill
25.4 
 
Other intangible assets
7.0 
 
Total assets acquired
112.3 
 
Current liabilities
5.4 
 
Accrued landfill retirement obligations
3.9 
 
Deferred tax liability
18.7 
 
Total liabilities assumed
28.0 
 
Net assets acquired
$ 84.3 
 
Acquisitions - Purchase Price Allocation to Other Intangible Assets (Details) (Business Acquisition, USD $)
In Millions, unless otherwise specified
Jun. 30, 2017
Business Acquisition [Line Items]
 
Other intangible assets
$ 7.0 
Customer lists and contracts
 
Business Acquisition [Line Items]
 
Other intangible assets
6.5 
Noncompete
 
Business Acquisition [Line Items]
 
Other intangible assets
0.4 
Other
 
Business Acquisition [Line Items]
 
Other intangible assets
$ 0.1 
Acquisitions - Weighted Average Remaining Life of Other Intangible Assets (Details) (Business Acquisition)
6 Months Ended
Jun. 30, 2017
Customer lists and contracts
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
Weighted average remaining life of other intangible assets
16 years 
Noncompete
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
Weighted average remaining life of other intangible assets
5 years 
Subsequent Events (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended 1 Months Ended 1 Months Ended
Jun. 30, 2016
acquisition
Jul. 31, 2017
Subsequent Event
company
May 1, 2017
Orlando, Florida
Building and related improvements
sqft
Aug. 4, 2017
Scenario, plan
Orlando, Florida
Building and related improvements
Subsequent Event
Subsequent Event [Line Items]
 
 
 
 
Number of companies acquired
6 
2 
 
 
Consideration for acquisitions
 
$ 20.0 
 
 
Area of property
 
 
22,500 
 
Cash consideration to purchase leased asset
 
 
 
$ 8.5