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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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90-0875845
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(State or other jurisdiction of
incorporation)
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(IRS Employer
Identification No.)
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Title of Each Class
Common Stock, $0.01 par value
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Name of Exchange on Which Registered
New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Document
Proxy Statement for the 2018
Annual Shareholders Meeting
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Incorporated as to
Part III
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Page
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•
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our ability to achieve future profitability will depend on us executing our strategy and controlling costs;
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•
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future results may be impacted by the expiration of net operating losses (NOLs);
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•
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our tax position may be affected by recent changes in U.S. tax law;
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we operate in a highly competitive industry and the inability to compete effectively with larger and better capitalized companies and governmental service providers;
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our results are vulnerable to economic conditions;
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we may lose contracts through competitive bidding, early termination or governmental action;
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some of our customers, including governmental entities, have suffered financial difficulties affecting their credit risk, which could negatively impact our operating results;
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•
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our financial and operating performance may be affected by the inability in some instances to renew or expand existing landfill permits or acquire new landfills. Further, the cost of operation and/or future construction of our existing landfills may become economically unfeasible causing us to abandon or cease operations;
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•
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we could be precluded from maintaining permits or entering into certain contracts if we are unable to obtain sufficient third-party financial assurance or adequate insurance coverage;
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our accruals for our landfill site closure, post-closure and contamination related costs may be inadequate;
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our cash flow may not be sufficient to finance our high level of capital expenditures;
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our acquisitions, including our ability to integrate acquired businesses, or that the acquired businesses may have unexpected risks or liabilities;
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the seasonal nature of our business and "event-driven" waste projects that could cause our results to fluctuate;
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adverse and destructive weather conditions that could result in higher fuel costs, higher labor costs, reduced municipal contract productivity and higher disposal costs;
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•
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we may be subject in the normal course of business to judicial, administrative or other third-party proceedings that could interrupt or limit our operations, result in adverse judgments, settlements or fines and create negative publicity;
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fuel supply and prices may fluctuate significantly and we may not be able to pass on cost increases to our customers;
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fluctuations in the prices of commodities may adversely affect our financial condition, results of operations and cash flows;
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increases in labor and disposal costs and related transportation costs could adversely impact our financial results;
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efforts by labor unions could divert management attention and adversely affect operating results;
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we depend significantly on the services of the members of our senior, regional and local management teams, and the departure of any of those persons could cause our operating results to suffer;
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we are increasingly dependent on technology in our operations and, if our technology fails, our business could be adversely affected;
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a cybersecurity incident could negatively impact our business and our relationships with customers;
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operational and safety risks, including the risk of personal injury to employees and others;
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we are subject to substantial governmental regulation and failure to comply with these requirements, as well as enforcement actions and litigation arising from an actual or perceived breach of such requirements, could subject us to fines, penalties and judgments, and impose limits on our ability to operate and expand;
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our operations being subject to environmental, health and safety laws and regulations, as well as contractual obligations that may result in significant liabilities;
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future changes in laws or renewed enforcement of laws regulating the flow of solid waste in interstate commerce could adversely affect our operating results;
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fundamental change in the waste management industry as traditional waste streams are increasingly viewed as renewable resources and changes in laws and environmental policies may limit the items that enter the waste stream, any of which may adversely impact volumes and tipping fees at our landfills. Alternatives to landfill disposal may cause our revenues and operating results to decline;
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•
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risks associated with our substantial indebtedness and working capital deficit;
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•
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risks associated with our ability to implement our growth strategy as and when planned; and
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•
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the other risks described in "Risk Factors."
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Year ended December 31,
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|||||||||||||||||||
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2017
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2016
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2015
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|||||||||||||||
Collection
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$
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1,017.4
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67.5
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%
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$
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977.4
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69.6
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%
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$
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971.4
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69.6
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%
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Disposal
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542.5
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36.0
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%
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517.9
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36.9
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%
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499.0
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35.7
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%
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|||
Sale of recyclables
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33.2
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2.2
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%
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22.6
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1.6
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%
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24.8
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1.8
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%
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|||
Fuel and environmental charges
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103.9
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6.9
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%
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88.5
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6.3
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%
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85.8
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6.1
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%
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|||
Other
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104.4
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6.9
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%
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74.7
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5.3
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%
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82.2
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5.9
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%
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|||
Intercompany eliminations
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(293.8
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)
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(19.5
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)%
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(276.5
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)
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(19.7
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)%
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(266.8
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)
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(19.1
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)%
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|||
Total
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$
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1,507.6
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100.0
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%
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$
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1,404.6
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100.0
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%
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$
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1,396.4
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100.0
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%
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•
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increase the operational reach of our landfill operations;
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•
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increase the volume of disposal revenue at our landfills;
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•
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achieve greater leverage in negotiating more favorable disposal rates at landfills that we do not operate;
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•
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improve efficiency of collection, personnel and equipment; and
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•
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build relationships with municipalities and other operators that deliver waste to our transfer stations, leading to additional growth and acquisition opportunities.
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•
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limitations on siting and constructing new waste disposal, transfer, recycling or processing facilities or on expanding existing facilities;
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•
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regulations or levies on collection and disposal prices, rates and volumes;
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•
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limitations or bans on disposal or transportation of out-of-state waste or certain categories of waste;
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•
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mandates regarding the management of solid waste, including requirements to recycle, divert or otherwise process certain waste, recycling and other streams; or
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•
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limitations or restrictions on the recycling, processing or transformation of waste, recycling and other streams.
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•
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agencies of federal, state, local or foreign governments seek to impose liability on us under applicable statutes, sometimes involving civil or criminal penalties for violations, or to revoke or deny renewal of a permit we need;
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local communities, citizen groups, landowners or governmental agencies oppose the issuance of a permit or approval we need, allege violations of the permits under which we operate or laws or regulations to which we are subject or seek to impose liability on us for environmental damage.
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•
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increase our vulnerability to general adverse economic and industry conditions or increases in interest rates;
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•
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limit our ability to obtain additional financing or refinancing at attractive rates;
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•
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require the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund our growth strategy, working capital, capital expenditures, dividends, share repurchases and other general corporate purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry; and
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place us at a competitive disadvantage relative to our competitors with less debt.
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incur additional indebtedness and issue certain preferred stock;
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pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments;
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place limitations on distributions from restricted subsidiaries;
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issue or sell capital stock of restricted subsidiaries;
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guarantee certain indebtedness;
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•
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make certain investments;
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sell or exchange assets;
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enter into transactions with affiliates;
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create certain liens; and
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consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.
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•
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a classified board of directors with staggered three-year terms;
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•
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the ability of our board of directors to issue one or more series of preferred stock;
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•
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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;
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•
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certain limitations on convening special stockholder meetings;
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•
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the removal of directors for cause and only upon the affirmative vote of holders of a majority of the shares of common stock entitled to vote in the election of directors; and
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•
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that certain provisions may be amended only by the affirmative vote of at least 66 2/3% of the shares of common stock entitled to vote.
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High
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Low
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||||
2016
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Fourth Quarter
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$
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22.42
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$
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18.32
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2017
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||||
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First Quarter
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$
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24.10
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$
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21.17
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Second Quarter
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$
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24.07
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$
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20.94
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Third Quarter
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$
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25.38
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$
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22.35
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Fourth Quarter
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$
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25.71
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$
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22.06
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2018
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||||
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First Quarter (through February 9, 2018)
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$
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24.81
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$
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22.65
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10/6/2016
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12/31/2016
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12/31/2017
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||||||
Advanced Disposal Services, Inc.
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$
|
100.00
|
|
$
|
111.10
|
|
$
|
119.70
|
|
S&P 500 Index
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$
|
100.00
|
|
$
|
103.61
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|
$
|
123.73
|
|
Dow Jones Waste & Disposal Services Index
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$
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100.00
|
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$
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111.76
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$
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128.34
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For the Year Ended December 31,
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||||||||||||||||||
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2017
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2016
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2015
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2014
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2013
|
||||||||||
Consolidated Statement of Operations Data:
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||||||||||
Service revenues
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$
|
1,507.6
|
|
|
$
|
1,404.6
|
|
|
$
|
1,396.4
|
|
|
$
|
1,403.0
|
|
|
$
|
1,319.1
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
962.1
|
|
|
865.5
|
|
|
866.6
|
|
|
896.1
|
|
|
832.8
|
|
|||||
Selling, general and administrative
|
169.5
|
|
|
157.0
|
|
|
152.6
|
|
|
154.9
|
|
|
170.9
|
|
|||||
Depreciation and amortization
|
269.8
|
|
|
246.9
|
|
|
259.1
|
|
|
271.4
|
|
|
278.9
|
|
|||||
Acquisition and development costs
|
1.3
|
|
|
0.7
|
|
|
1.4
|
|
|
0.1
|
|
|
1.2
|
|
|||||
Loss on disposal of assets and asset impairments (a)
|
11.4
|
|
|
1.8
|
|
|
21.6
|
|
|
6.5
|
|
|
3.2
|
|
|||||
Restructuring
|
3.4
|
|
|
0.8
|
|
|
—
|
|
|
4.6
|
|
|
10.0
|
|
|||||
|
1,417.5
|
|
|
1,272.7
|
|
|
1,301.3
|
|
|
1,333.6
|
|
|
1,297.0
|
|
|||||
Operating income
|
90.1
|
|
|
131.9
|
|
|
95.1
|
|
|
69.4
|
|
|
22.1
|
|
|||||
Interest expense
|
(93.0
|
)
|
|
(130.2
|
)
|
|
(138.0
|
)
|
|
(141.5
|
)
|
|
(163.1
|
)
|
|||||
Loss on debt extinguishments and modifications
|
(3.7
|
)
|
|
(64.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net (b)
|
3.7
|
|
|
6.9
|
|
|
(10.1
|
)
|
|
(25.9
|
)
|
|
0.3
|
|
|||||
Loss before income taxes
|
(2.9
|
)
|
|
(56.1
|
)
|
|
(53.0
|
)
|
|
(98.0
|
)
|
|
(140.7
|
)
|
|||||
Benefit from income taxes (c)
|
(41.2
|
)
|
|
(25.7
|
)
|
|
(19.4
|
)
|
|
(80.6
|
)
|
|
(45.4
|
)
|
|||||
Net income (loss) from continuing operations
|
38.3
|
|
|
(30.4
|
)
|
|
(33.6
|
)
|
|
(17.4
|
)
|
|
(95.3
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(22.5
|
)
|
|||||
Net income (loss) from continuing operations
|
38.3
|
|
|
(30.4
|
)
|
|
(33.6
|
)
|
|
(17.1
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)
|
|
(117.8
|
)
|
|||||
Basic income (loss) per share from continuing operations
|
$
|
0.43
|
|
|
$
|
(0.44
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(1.48
|
)
|
Diluted income (loss) per share from continuing operations
|
$
|
0.43
|
|
|
$
|
(0.44
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(1.48
|
)
|
Consolidated Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
308.8
|
|
|
$
|
237.0
|
|
|
$
|
244.5
|
|
|
$
|
243.2
|
|
|
$
|
180.3
|
|
Net cash used in investing activities
|
$
|
(287.6
|
)
|
|
$
|
(170.6
|
)
|
|
$
|
(197.4
|
)
|
|
$
|
(201.2
|
)
|
|
$
|
(154.8
|
)
|
Net cash used in financing activities
|
$
|
(15.6
|
)
|
|
$
|
(65.8
|
)
|
|
$
|
(47.5
|
)
|
|
$
|
(53.0
|
)
|
|
$
|
(32.3
|
)
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,493.3
|
|
|
$
|
3,369.9
|
|
|
$
|
3,422.3
|
|
|
$
|
3,489.5
|
|
|
$
|
3,554.2
|
|
Debt, including current portion
|
$
|
1,958.3
|
|
|
$
|
1,923.5
|
|
|
$
|
2,247.1
|
|
|
$
|
2,243.0
|
|
|
$
|
2,259.3
|
|
Total stockholders’ equity
|
$
|
884.6
|
|
|
$
|
829.5
|
|
|
$
|
489.8
|
|
|
$
|
528.9
|
|
|
$
|
551.5
|
|
(a)
|
We have collection operations in South Carolina which operate in a competitor-owned disposal market that does not align with our 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 us to re-evaluate the expected cash flows provided by this market and we determined it appropriate to impair $13.0 of certain intangible assets that were recorded as part of the purchase accounting when these entities were acquired. We disposed of certain businesses in the South segment for strategic reasons in June 2015 and recorded a loss on disposal of $10.9 for the twelve months ending December 31, 2015. Additionally, we recorded an impairment of $6.4 in fiscal 2015 in connection with the strategic decision to divest certain businesses in the South segment and the decision not to pursue a landfill permit. In fiscal 2014, we recorded an impairment charge of $5.3 in connection with the decision to divest a small brokerage business.
|
(b)
|
Amounts included in other income (expense) net for fiscal 2017, 2016, 2015 and 2014 contain unrealized and realized gains/losses related to derivative instruments including a loss of $0.5, a gain of $3.5, a loss of $15.4 and a loss of $27.3, respectively. A gain on the sale of a debt investment security of $2.5 is included in other income (expense) net for fiscal 2015.
|
(c)
|
Due to the enactment of the Tax Cuts and Jobs Act (the "Act") in the fourth quarter of fiscal 2017, our 2017 financial results included a
$40.5
non-cash tax benefit, primarily resulting from revaluing our net deferred tax assets, liabilities, and certain associated valuation allowances to reflect the recently enacted 21% federal corporate tax rate. Due to the Act's taxation of deemed repatriation on foreign earnings, we expect to pay a one-time tax of $0.1 related to our Bahamas operations. We completed a legal entity reorganization to achieve administrative efficiencies and as such recorded a valuation allowance release of $0.9 and $51.4 for fiscal 2015 and fiscal 2014, respectively, related to certain NOLs that are more likely than not to be utilized.
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Service revenues
|
$
|
1,507.6
|
|
|
100.0
|
%
|
|
$
|
1,404.6
|
|
|
100.0
|
%
|
|
$
|
1,396.4
|
|
|
100.0
|
%
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating
|
962.1
|
|
|
63.8
|
%
|
|
865.5
|
|
|
61.6
|
%
|
|
866.6
|
|
|
62.1
|
%
|
|||
Selling, general and administrative
|
169.5
|
|
|
11.2
|
%
|
|
157.0
|
|
|
11.2
|
%
|
|
152.6
|
|
|
10.9
|
%
|
|||
Depreciation and amortization
|
269.8
|
|
|
17.9
|
%
|
|
246.9
|
|
|
17.6
|
%
|
|
259.1
|
|
|
18.6
|
%
|
|||
Acquisition and development costs
|
1.3
|
|
|
0.1
|
%
|
|
0.7
|
|
|
—
|
%
|
|
1.4
|
|
|
0.1
|
%
|
|||
Loss on disposal of assets and asset impairments
|
11.4
|
|
|
0.8
|
%
|
|
1.8
|
|
|
0.1
|
%
|
|
21.6
|
|
|
1.5
|
%
|
|||
Restructuring charges
|
3.4
|
|
|
0.2
|
%
|
|
0.8
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total operating costs and expenses
|
1,417.5
|
|
|
94.0
|
%
|
|
1,272.7
|
|
|
90.6
|
%
|
|
1,301.3
|
|
|
93.2
|
%
|
|||
Operating income
|
$
|
90.1
|
|
|
6.0
|
%
|
|
$
|
131.9
|
|
|
9.4
|
%
|
|
$
|
95.1
|
|
|
6.8
|
%
|
•
|
As discussed in Note 1 to the audited consolidated financial statements, we recorded an intangible asset impairment charge of $13.0 during fiscal 2017;
|
•
|
As discussed in Note 19 to the audited consolidated financial statements, we recorded charges in operating expenses of $11.1 related to the Greentree landfill waste slide that occurred in the first quarter of fiscal 2017;
|
•
|
As discussed in Note 14 to the audited consolidated financial statements, stock based compensation expense increased by $4.3 primarily due to the impact of initial public offering related awards and a larger portion of the Company's compensation structure shifting to stock based awards;
|
•
|
As discussed in Note 20 to the audited consolidated financial statements, we recorded restructuring charges of $3.4 during fiscal 2017 due to the elimination of positions at the corporate office. Of the $3.4 of restructuring charges, $2.1 relates to the acceleration of stock based compensation expense and $1.3 relates to severance expense.
|
•
|
An increase in operating costs of $85.5, net of the $11.1 in costs associated with the Greentree landfill waste slide, which includes the following: an increase in salary and wage expense of $16.8 due to merit increases, acquisition activity, higher workers' compensation cost due to less favorable actuarial development and higher temporary labor costs as we transitioned to new customer service call centers in fiscal 2017; an increase in transfer and disposal costs of $16.1 to support the increase in our service revenue and higher container weights; an increase in fuel expense of $13.1 impacted by an increase in diesel fuel prices and the expiration of CNG credits; an increase in maintenance and repairs expense of $9.9 primarily due to acquisition activity; an increase in maintenance costs of $5.5 for landfill gas control, leachate and sulfate treatment; an increase in facility maintenance costs of $5.4 due to acquisition activity and site repairs at certain landfills; an
|
•
|
An increase in depreciation and amortization expense of $22.9 as a result of acquisition activity, higher disposal volumes and unfavorable adjustments in fiscal 2017 as a result of our annual landfill life of site analysis;
|
•
|
An increase in selling, general and administrative expenses of $8.2, net of the $4.3 increase in stock based compensation expense, primarily due to the following: an increase in wages and benefits of $5.4 as a result of merit increases, hiring additional sales representatives, higher severance expense and higher healthcare costs; an increase in bad debt expense of $1.5 due to the impact of acquired businesses on collection activities; and an increase in insurance costs of $0.7 as a result of being a publicly traded company.
|
•
|
An increase in service revenues of $103.0 as detailed further in the "Revenue" section below.
|
•
|
A decrease in losses on disposal of assets and asset impairments primarily due to $17.3 recorded in fiscal 2015 relating to strategic decisions regarding divestitures in our South segment and discontinuing the pursuit of permitting at one landfill site in our East segment;
|
•
|
Higher revenue of $8.2 primarily due to an increase in average yield and revenue from prior year acquisitions partially offset by lower fuel surcharge revenue, a decrease in organic volume and lower revenue due to divestitures;
|
•
|
Lower depreciation and amortization of $12.2 primarily due to a reduction in landfill depletion and amortization as a result of an increase in deemed permitted expansion airspace at several of our landfills and favorable adjustments of $5.3 that were recognized in the fourth quarter of 2016 relative to asset retirement obligations, compared to favorable adjustments of $1.4 in the fourth quarter of 2015;
|
•
|
Higher expenses of $7.1 related to the launch of the February 2016 initial public offering process.
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Collection
|
$
|
1,017.4
|
|
|
67.5
|
%
|
|
$
|
977.4
|
|
|
69.6
|
%
|
|
$
|
971.4
|
|
|
69.6
|
%
|
Disposal
|
542.5
|
|
|
36.0
|
%
|
|
517.9
|
|
|
36.9
|
%
|
|
499.0
|
|
|
35.7
|
%
|
|||
Sale of recyclables
|
33.2
|
|
|
2.2
|
%
|
|
22.6
|
|
|
1.6
|
%
|
|
24.8
|
|
|
1.8
|
%
|
|||
Fuel and environmental charges
|
103.9
|
|
|
6.9
|
%
|
|
88.5
|
|
|
6.3
|
%
|
|
85.8
|
|
|
6.1
|
%
|
|||
Other
|
104.4
|
|
|
6.9
|
%
|
|
74.7
|
|
|
5.3
|
%
|
|
82.2
|
|
|
5.9
|
%
|
|||
Intercompany eliminations
|
(293.8
|
)
|
|
(19.5
|
)%
|
|
(276.5
|
)
|
|
(19.7
|
)%
|
|
(266.8
|
)
|
|
(19.1
|
)%
|
|||
Total
|
$
|
1,507.6
|
|
|
100.0
|
%
|
|
$
|
1,404.6
|
|
|
100.0
|
%
|
|
$
|
1,396.4
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Average yield
|
1.2
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
Recycling
|
0.8
|
%
|
|
0.1
|
%
|
|
(0.5
|
)%
|
Fuel charge revenue
|
0.4
|
%
|
|
(0.7
|
)%
|
|
(1.3
|
)%
|
Total yield
|
2.4
|
%
|
|
1.6
|
%
|
|
0.4
|
%
|
Organic volume
|
1.4
|
%
|
|
(1.7
|
)%
|
|
(0.8
|
)%
|
Acquisitions
|
3.9
|
%
|
|
1.8
|
%
|
|
1.2
|
%
|
Divestitures
|
(0.4
|
)%
|
|
(1.1
|
)%
|
|
(1.3
|
)%
|
Total revenue growth
|
7.3
|
%
|
|
0.6
|
%
|
|
(0.5
|
)%
|
•
|
Average yield increased revenue by 1.2% driven by higher price yield in our municipal residential collection business due to the positive impact of higher CPI contract resets and a higher open market price yield as we continue to focus on disciplined pricing. The increase in average yield was partially offset by the mix of business due to increases in special waste and project based C&D volumes which generally price at a lower rate per ton than other waste streams;
|
•
|
Recycling revenue increased revenue by 0.8% due to an increase in recycled commodity prices;
|
•
|
Fuel surcharge revenue increased revenue by 0.4%. These charges fluctuate in response to changes in prices for diesel fuel on which the surcharge is based and, consequently, any increase in fuel prices results in an increase in our revenue. Our fuel surcharges reset on a monthly basis, therefore an increase in our fuel surcharge revenue is delayed in comparison to the increase in our fuel expense when diesel fuel prices increase;
|
•
|
Organic volume increased revenue by 1.4% primarily due to an increase in MSW, C&D and special waste landfill disposal volumes, an increase in third party trucking revenue due to special waste and C&D project activity and an increase related to a volume commitment settlement associated with a landfill gas contract. Volumes in the commercial and rolloff collection businesses increased slightly with residential volume decreasing as we continue to cycle through certain municipal contract losses. Organic volume was negatively impacted by one less work day in fiscal 2017 compared to fiscal 2016;
|
•
|
Acquisitions increased revenue by 3.9% due to our execution of acquisition opportunities that further enhance our vertical integration strategy;
|
•
|
Divestitures decreased revenue by 0.4% due to our strategic decision to divest of our Charlotte collection operations in the second quarter of fiscal 2017.
|
•
|
Average yield increased revenue by 2.2% for fiscal 2016 primarily due to positive pricing in our commercial collection business, rolloff collection business, MSW disposal business and special waste disposal business. Additionally, our environmental charge contributed to the increase due to rate increases that went into effect in July 2015 and July 2016.
|
•
|
Fuel surcharge revenue decreased by 0.7% during fiscal 2016. These charges fluctuate in response to changes in prices for diesel fuel on which the surcharge is based and, consequently, any decrease in fuel prices results in a decrease in our revenue. Lower fuel surcharge revenue for fiscal 2016 resulted from a decrease in diesel fuel prices.
|
•
|
Organic volume decreased revenue by 1.7% during fiscal 2016 primarily due to the loss of residential contracts in our Midwest segment and lower shale volumes in our East segment partially offset by increased disposal volume across our MSW and C&D waste streams, most notably in our South and East segments.
|
•
|
Acquisitions increased revenue by 1.8% during fiscal 2016 due to our execution of acquisition opportunities that further enhance our vertical integration strategy.
|
•
|
Divestitures decreased revenue by 1.1% during fiscal 2016 due to our strategic decisions to divest low margin businesses.
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Operating
|
$
|
946.7
|
|
|
62.8
|
%
|
|
$
|
852.5
|
|
|
60.7
|
%
|
|
$
|
853.5
|
|
|
61.1
|
%
|
Accretion of landfill retirement obligations
|
15.4
|
|
|
1.0
|
%
|
|
13.0
|
|
|
0.9
|
%
|
|
13.1
|
|
|
0.9
|
%
|
|||
Operating expenses
|
$
|
962.1
|
|
|
63.8
|
%
|
|
$
|
865.5
|
|
|
61.6
|
%
|
|
$
|
866.6
|
|
|
62.0
|
%
|
•
|
Labor and related benefits consist of salaries and wages, health and welfare benefits, incentive compensation and payroll taxes;
|
•
|
Transfer and disposal costs include tipping fees paid to third-party disposal facilities and transfer stations and transportation and subcontractor costs (which include costs for independent haulers who transport waste from transfer stations to our disposal facilities);
|
•
|
Maintenance and repairs expenses include labor, maintenance and repairs to our vehicles, equipment and containers.
|
•
|
Fuel costs, which include the direct cost of fuel used by our vehicles, net of fuel tax credits. We also incur certain indirect fuel costs in our operations;
|
•
|
Franchise fees and taxes, which consist of municipal franchise fees, host community fees and royalties;
|
•
|
Risk management expenses, which include casualty insurance premiums and claim payments and estimates for claims incurred but not reported;
|
•
|
Other expenses, which include expenses such as facility operating costs, equipment rent, leachate treatment and disposal, and other landfill maintenance costs;
|
•
|
Accretion expense related to landfill capping, closure and post-closure is included in “Operating Expenses” in our consolidated income statements, however, it is excluded from the table below (refer to discussion below “Accretion of Landfill Retirement Obligations” for a detailed discussion of the changes in amounts).
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Labor and related benefits
|
$
|
313.2
|
|
|
20.8
|
%
|
|
$
|
292.4
|
|
|
20.8
|
%
|
|
$
|
286.7
|
|
|
20.5
|
%
|
Transfer and disposal costs
|
205.0
|
|
|
13.6
|
%
|
|
188.9
|
|
|
13.4
|
%
|
|
195.2
|
|
|
14.0
|
%
|
|||
Maintenance and repairs
|
139.3
|
|
|
9.2
|
%
|
|
129.4
|
|
|
9.2
|
%
|
|
123.7
|
|
|
8.9
|
%
|
|||
Fuel
|
68.3
|
|
|
4.5
|
%
|
|
55.2
|
|
|
3.9
|
%
|
|
66.6
|
|
|
4.8
|
%
|
|||
Franchise fees and taxes
|
67.8
|
|
|
4.5
|
%
|
|
65.2
|
|
|
4.6
|
%
|
|
67.1
|
|
|
4.8
|
%
|
|||
Risk management
|
33.8
|
|
|
2.2
|
%
|
|
28.7
|
|
|
2.1
|
%
|
|
25.9
|
|
|
1.9
|
%
|
|||
Other
|
108.2
|
|
|
7.3
|
%
|
|
92.7
|
|
|
6.7
|
%
|
|
88.3
|
|
|
6.3
|
%
|
|||
Subtotal
|
$
|
935.6
|
|
|
62.1
|
%
|
|
$
|
852.5
|
|
|
60.7
|
%
|
|
$
|
853.5
|
|
|
61.1
|
%
|
Greentree expenses, net of estimated insurance recoveries
|
11.1
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses, excluding accretion expense
|
$
|
946.7
|
|
|
62.8
|
%
|
|
$
|
852.5
|
|
|
60.7
|
%
|
|
$
|
853.5
|
|
|
61.1
|
%
|
•
|
Labor and related benefits increased by
$20.8
, or
7.1%
, to
$313.2
, however remained consistent with fiscal 2016 at 20.8% of revenue. The increase was primarily attributable to merit increases, acquisition activity, higher health care costs due to an increase in the severity and frequency of medical claims, higher workers' compensation costs due to less favorable actuarial development and higher temporary labor costs as we transitioned to new customer service call centers in fiscal 2017;
|
•
|
Transfer and disposal costs increased by
$16.1
, or
8.5%
, to
$205.0
, which was a 20 basis point increase as a percent of revenue from fiscal 2016. The increase was due to increased disposal volumes and container weights, acquisition activity, increased third party trucking costs and higher recycling rebates due to the increase in recycled commodity prices;
|
•
|
Maintenance and repairs expense increased by
$9.9
, or
7.7%
, to
$139.3
, however remained consistent with fiscal 2016 at 9.2% of revenue. The increase was driven by increased labor costs primarily attributable to merit increases, acquisition activity and higher health care costs as well as an increase in maintenance and repair material costs partially due to deferred maintenance related to acquired entities;
|
•
|
Fuel costs increased
$13.1
, or
23.7%
, to
$68.3
, which was a 60 basis point increase as a percent of revenue from fiscal 2016. The increase was primarily resulting from acquisition activity, the expiration of CNG tax credits as of December 31, 2016 and increases in diesel fuel prices, partially due to hurricane related supply disruptions;
|
•
|
Franchise fees and taxes increased
$2.6
, or
4.0%
, to
$67.8
which was a 10 basis point decrease as a percent of revenue from fiscal 2016. The increase was primarily due to increased disposal volumes and acquisition activity;
|
•
|
Risk management expenses increased
$5.1
, or
17.8%
, to
$33.8
, which was a 10 basis point increase as a percent of revenue from fiscal 2016. The increase was primarily due to higher automobile and property insurance costs, the favorable settlement of legacy claims in fiscal 2016 that did not recur in fiscal 2017, less favorable actuarial development in fiscal 2017 compared to fiscal 2016 and property damage in the South segment from a tornado and a hurricane;
|
•
|
Other operating costs increased
$15.5
, or
16.7%
, to
$108.2
, which was a 60 basis points increase as a percent of revenue from fiscal 2016. The increase was primarily due to an increase in maintenance costs related to landfill gas control, leachate and sulfate treatment, an increase in vehicle and facility operating costs due to acquisition activity and site repairs at certain landfills and increased costs to operate an asphalt plant associated with a recent acquisition;
|
•
|
Labor and related benefits increased by $5.7, or 2.0%, to $292.4, which was primarily attributable to merit increases, acquisition activity and startup costs for new municipal contracts and acquisitions. The increases were partially offset by disposals of certain businesses and a reduction in workers compensation costs;
|
•
|
Transfer and disposal costs decreased by $6.3, or 3.2%, to $188.9 due to the sale of a small brokerage business in April 2015, the divestiture of three transfer stations in April 2016 and lower costs due to decreased shale related disposal activity;
|
•
|
Maintenance and repairs expense increased by $5.7, or 4.6%, to $129.4. The increase was driven primarily by the implementation of a standardized maintenance plan on our collection fleet and landfill equipment which resulted in increased labor and material costs. Additionally, costs increased as a result of start up costs for new municipal contracts and acquisitions;
|
•
|
Fuel costs decreased $11.4, or 17.1%, to $55.2 primarily resulting from decreases in fuel prices and converting trucks to compressed natural gas fuel, which is less expensive than diesel fuel;
|
•
|
Franchise fees and taxes decreased $1.9, or 2.8%, to $65.2 in 2016 primarily due to changes in the mix of waste in the Midwest and East segments, partially offset by higher costs in our South segment due mainly to increased volumes;
|
•
|
Risk management expenses increased $2.8, or 10.8%, to $28.7. Fiscal 2015 benefited from the favorable settlement of legacy claims and favorable actuarial development in our vehicle liability insurance programs which did not reoccur at the same level in fiscal 2016;
|
•
|
Other operating costs increased $4.4, or 5.0%, to $92.7 in 2016 primarily due to increased landfill site and other facility maintenance costs and increased costs related to leachate treatment and disposal due to wet weather.
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Salaries
|
$
|
105.5
|
|
|
7.0
|
%
|
|
$
|
95.8
|
|
|
6.8
|
%
|
|
$
|
92.7
|
|
|
6.6
|
%
|
Legal and professional
|
13.9
|
|
|
0.9
|
%
|
|
16.2
|
|
|
1.2
|
%
|
|
15.1
|
|
|
1.1
|
%
|
|||
Other
|
50.1
|
|
|
3.3
|
%
|
|
45.0
|
|
|
3.2
|
%
|
|
44.8
|
|
|
3.2
|
%
|
|||
Total selling, general and administrative expenses
|
$
|
169.5
|
|
|
11.2
|
%
|
|
$
|
157.0
|
|
|
11.2
|
%
|
|
$
|
152.6
|
|
|
10.9
|
%
|
•
|
Salaries expenses increased by $
9.7
, or 10.1%, primarily due to the following: an increase in wages and benefits of $5.4 as a result of merit increases, hiring additional sales representatives, higher severance expense and higher healthcare costs; and a $4.3 increase in stock based compensation expense due to the impact of initial public offering related awards and a larger portion of the Company's compensation structure shifting to stock based awards.
|
•
|
Legal and professional fees decreased by $
2.3
, or 14.2%, primarily due to $7.1 of expenses incurred during fiscal 2016 related to the February launch of the initial public offering process that was not completed that did not recur in fiscal 2017. This decrease was partially offset by $2.2 of costs associated with new accounting standard implementation and higher Sarbanes-Oxley costs, $1.7 of increased costs associated with being a public company and an increase in legal fees of $1.0 primarily due to litigation associated with the fuel, environmental and administrative charge cases as discussed in Note 19 to the audited consolidated financial statements.
|
•
|
Other selling, general and administrative expenses increased by
$5.1
, or 11.3% primarily due to increased bad debt expense due to the impact of acquired businesses on collection activities, increased software maintenance cost and increased insurance costs as a result of being a publicly traded company.
|
•
|
Salaries expenses increased by $3.1, or 3.3%, in fiscal 2016 compared to fiscal 2015 primarily attributable to higher stock based compensation expense of $2.4 as a result of a larger portion of our compensation structure shifting to stock based awards. The remainder of the variance is primarily due to merit increases and acquisition activity, partially offset by lower severance and incentive compensation expense.
|
•
|
Legal and professional fees increased by $1.1, or 7.3%, in fiscal 2016 compared to fiscal 2015 which was primarily the result of expenses related to the February 2016 launch of the initial public offering process partially offset by a reduction in consulting fees associated with internal control evaluation and implementation and a decrease in legal fees due to reduced legal claim activity.
|
•
|
Other selling, general and administrative expenses increased by $0.2, or 0.4% which is relatively consistent with fiscal 2015.
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Depreciation, amortization and depletion of property and equipment
|
$
|
228.2
|
|
|
15.1
|
%
|
|
$
|
204.3
|
|
|
14.5
|
%
|
|
$
|
216.3
|
|
|
15.5
|
%
|
Amortization of other intangible assets and other assets
|
41.6
|
|
|
2.8
|
%
|
|
42.6
|
|
|
3.1
|
%
|
|
42.8
|
|
|
3.1
|
%
|
|||
Depreciation and amortization
|
$
|
269.8
|
|
|
17.9
|
%
|
|
$
|
246.9
|
|
|
17.6
|
%
|
|
$
|
259.1
|
|
|
18.6
|
%
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Depreciation and amortization of property and equipment
|
$
|
135.6
|
|
|
9.0
|
%
|
|
$
|
127.7
|
|
|
9.1
|
%
|
|
$
|
127.5
|
|
|
9.1
|
%
|
Landfill depletion and amortization
|
92.6
|
|
|
6.1
|
%
|
|
76.6
|
|
|
5.4
|
%
|
|
88.8
|
|
|
6.4
|
%
|
|||
Depreciation, amortization and depletion of property and equipment
|
$
|
228.2
|
|
|
15.1
|
%
|
|
$
|
204.3
|
|
|
14.5
|
%
|
|
$
|
216.3
|
|
|
15.5
|
%
|
•
|
Depreciation and amortization of property and equipment increased by
$7.9
, or 6.2%, for fiscal
2017
to
$135.6
, due mainly to acquisition activity.
|
•
|
Landfill depletion and amortization increased by
$16.0
, or 20.9%, for fiscal
2017
as compared to fiscal
2016
primarily due to acquisition activity, increased disposal volumes, unfavorable adjustments in fiscal 2017 of $6.0 as a result of our annual landfill life of site analysis and favorable adjustments of $5.3 that were recognized in the fourth quarter of 2016 relative to asset retirement obligations compared to favorable adjustments of only $1.9 in the fourth quarter of 2017.
|
•
|
Depreciation and amortization of property and equipment increased by $0.2, or 0.2%, for fiscal 2016 to $127.7, which is relatively consistent with fiscal 2015.
|
•
|
Landfill depletion and amortization decreased by $12.2, or 13.7%, for fiscal 2016 as compared to fiscal 2015 primarily due to an increase in deemed permitted expansion airspace at several of our landfills and favorable adjustments of $5.3 that were recognized in the fourth quarter of 2016 relative to asset retirement obligations compared to favorable adjustments of $1.4 in the fourth quarter of 2015.
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Interest expense on debt and capital lease obligations
|
$
|
87.5
|
|
|
5.8
|
%
|
|
$
|
113.5
|
|
|
8.1
|
%
|
|
$
|
119.4
|
|
|
8.6
|
%
|
Accretion of original issue discounts and loan costs
|
6.3
|
|
|
0.4
|
%
|
|
17.5
|
|
|
1.2
|
%
|
|
19.5
|
|
|
1.4
|
%
|
|||
Less: Capitalized interest
|
(0.8
|
)
|
|
(0.1
|
)%
|
|
(0.8
|
)
|
|
(0.1
|
)%
|
|
(0.9
|
)
|
|
(0.1
|
)%
|
|||
Total Interest Expense
|
$
|
93.0
|
|
|
6.1
|
%
|
|
$
|
130.2
|
|
|
9.2
|
%
|
|
$
|
138.0
|
|
|
9.9
|
%
|
|
Services
Revenues
|
|
Operating
Income (Loss)
|
|
Depreciation
and
Amortization
|
||||||
For the Year Ended December 31,
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
||||||
South
|
$
|
570.5
|
|
|
$
|
89.8
|
|
|
$
|
85.0
|
|
East
|
380.2
|
|
|
(1.5
|
)
|
|
76.8
|
|
|||
Midwest
|
556.9
|
|
|
71.7
|
|
|
98.9
|
|
|||
Corporate
|
—
|
|
|
(69.9
|
)
|
|
9.1
|
|
|||
|
$
|
1,507.6
|
|
|
$
|
90.1
|
|
|
$
|
269.8
|
|
For the Year Ended December 31,
|
|
|
|
|
|
||||||
2016
|
|
|
|
|
|
||||||
South
|
$
|
522.3
|
|
|
$
|
91.7
|
|
|
$
|
75.2
|
|
East
|
347.7
|
|
|
25.8
|
|
|
71.7
|
|
|||
Midwest
|
534.6
|
|
|
78.3
|
|
|
91.5
|
|
|||
Corporate
|
—
|
|
|
(63.9
|
)
|
|
8.5
|
|
|||
|
$
|
1,404.6
|
|
|
$
|
131.9
|
|
|
$
|
246.9
|
|
For the Year Ended December 31,
|
|
|
|
|
|
||||||
2015
|
|
|
|
|
|
||||||
South
|
$
|
510.2
|
|
|
$
|
69.4
|
|
|
$
|
75.9
|
|
East
|
344.7
|
|
|
22.5
|
|
|
71.3
|
|
|||
Midwest
|
541.6
|
|
|
61.1
|
|
|
103.8
|
|
|||
Corporate
|
(0.1
|
)
|
|
(57.9
|
)
|
|
8.1
|
|
|||
|
$
|
1,396.4
|
|
|
$
|
95.1
|
|
|
$
|
259.1
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
$
|
6.8
|
|
|
$
|
1.2
|
|
Debt:
|
|
|
|
||||
Current portion
|
$
|
74.1
|
|
|
$
|
36.5
|
|
Long-term portion
|
1,884.2
|
|
|
1,887.0
|
|
||
Total debt
|
$
|
1,958.3
|
|
|
$
|
1,923.5
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by operating activities
|
$
|
308.8
|
|
|
$
|
237.0
|
|
|
$
|
244.5
|
|
Net cash used in investing activities
|
$
|
(287.6
|
)
|
|
$
|
(170.6
|
)
|
|
$
|
(197.4
|
)
|
Net cash used in financing activities
|
$
|
(15.6
|
)
|
|
$
|
(65.8
|
)
|
|
$
|
(47.5
|
)
|
•
|
A decrease in cash paid for interest of $33.2 due to the benefit from lower debt levels as a result of paying down debt with our initial public offering proceeds and lower interest rates due to refinancing our debt structure in November of fiscal 2016;
|
•
|
During fiscal 2017, we entered into an Asset Transfer and Liability Assumption Agreement with BFI Waste Systems of North America, LLC. We received a cash payment of
$24.0
which was recorded as an operating cash flow. In exchange for this payment, we assumed certain post-closure liabilities of a closed portion of a landfill and became responsible for expenditures related to a gas infrastructure system. The present value of the assumed post-closure liabilities and expenditures related to the gas infrastructure system over the life of the landfill approximate the amount of the cash payment. The Company paid $4.0 million of these costs during fiscal 2017. The remaining payments related to the assumed post-closure liabilities and gas infrastructure system expenditures will be made in future periods;
|
•
|
A decrease in cash payments related to derivative instruments of $13.0;
|
•
|
A reduction in capital market costs of $6.1 primarily due to costs incurred during fiscal 2016 related to the February 2016 launch of the initial public offering process that was not completed that did not recur in fiscal 2017;
|
•
|
An increase in the change in accounts payable of $5.0 mainly due to the timing of payments.
|
•
|
An increase in the change in accounts receivable of $8.9 due primarily to an increase in revenue and the timing of payments related to special waste projects;
|
•
|
Net cash payments related to remediation of the Greentree landfill waste slide of $5.7.
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Infrastructure
|
$
|
39.1
|
|
|
$
|
28.8
|
|
|
$
|
17.1
|
|
Replacement
|
122.1
|
|
|
120.7
|
|
|
144.9
|
|
|||
Growth
|
25.4
|
|
|
21.5
|
|
|
17.7
|
|
|||
Total Capital Expenditures
|
$
|
186.6
|
|
|
$
|
171.0
|
|
|
$
|
179.7
|
|
Year
|
Percentage
|
|
2019
|
104.219
|
%
|
2020
|
102.813
|
%
|
2021
|
101.406
|
%
|
2022 and thereafter
|
100.000
|
%
|
|
Operating
Leases
|
|
Final Capping,
Closure and
Post-Closure
(a)
|
|
Debt
Payments
(b) (c)
|
|
Scheduled Interest Payment Obligations
(d)
|
|
Unconditional
Purchase
Commitments
(e)
|
|
Total
|
||||||||||||
2018
|
$
|
6.3
|
|
|
$
|
20.2
|
|
|
$
|
45.1
|
|
|
$
|
80.1
|
|
|
$
|
26.9
|
|
|
$
|
178.6
|
|
2019
|
5.2
|
|
|
36.1
|
|
|
37.3
|
|
|
78.5
|
|
|
7.4
|
|
|
164.5
|
|
||||||
2020
|
4.4
|
|
|
28.4
|
|
|
27.4
|
|
|
77.2
|
|
|
6.7
|
|
|
144.1
|
|
||||||
2021
|
3.0
|
|
|
28.5
|
|
|
17.5
|
|
|
76.4
|
|
|
6.1
|
|
|
131.5
|
|
||||||
2022
|
2.4
|
|
|
28.0
|
|
|
18.3
|
|
|
75.8
|
|
|
4.3
|
|
|
128.8
|
|
||||||
Thereafter
|
21.8
|
|
|
282.6
|
|
|
1,844.1
|
|
|
61.6
|
|
|
59.8
|
|
|
2,269.9
|
|
||||||
Total
|
$
|
43.1
|
|
|
$
|
423.8
|
|
|
$
|
1,989.7
|
|
|
$
|
449.6
|
|
|
$
|
111.2
|
|
|
$
|
3,017.4
|
|
(a)
|
The estimated remaining final capping, closure and post-closure expenditures presented above are not inflated or discounted and reflect the estimated future payments for liabilities incurred and recorded as of December 31, 2017.
|
(b)
|
Debt payments include principal payments on debt and capital lease obligations.
|
(c)
|
Our recorded debt obligations include non-cash adjustments associated with discounts and deferred loan costs. These amounts have been excluded as they will not impact our liquidity in future periods.
|
(d)
|
Interest on variable rate debt was calculated at 3.7%, which is the 1 week LIBOR rate plus applicable margin in effect as of December 31, 2017.
|
(e)
|
Unconditional purchase commitments consist of disposal related agreements that include fixed or minimum royalty payments, disposal related host agreements, capital expenditure commitments, payments for premiums on interest rate caps and waste relocation obligations.
|
(1)
|
The company must either own the property for the expansion or have a legal right to use or obtain property to be included in the expansion plan;
|
(2)
|
Conceptual design of the expansion must have been completed;
|
(3)
|
Personnel are actively working to obtain land use and local and state approvals for an expansion of an existing landfill and the application for expansion must reasonably be expected to be received within the normal application and processing time periods for approvals in the jurisdiction in which the landfill is located;
|
(4)
|
There are no known significant technical, community, business, or political restrictions or similar issues that would likely impair the success of the expansion; and
|
(5)
|
Financial analysis has been completed and the results demonstrate that the expansion has a positive financial and operational impact.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6.8
|
|
|
$
|
1.2
|
|
Accounts receivable, net of allowance for doubtful accounts of $5.4 and $4.0, respectively
|
199.9
|
|
|
183.2
|
|
||
Prepaid expenses and other current assets
|
37.9
|
|
|
30.3
|
|
||
Total current assets
|
244.6
|
|
|
214.7
|
|
||
Other assets
|
23.0
|
|
|
23.3
|
|
||
Property and equipment, net of accumulated depreciation of $1,355.5 and $1,163.0, respectively
|
1,728.8
|
|
|
1,633.4
|
|
||
Goodwill
|
1,208.2
|
|
|
1,173.9
|
|
||
Other intangible assets, net of accumulated amortization of $247.6 and $210.7, respectively
|
288.7
|
|
|
324.6
|
|
||
Total assets
|
$
|
3,493.3
|
|
|
$
|
3,369.9
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
92.3
|
|
|
$
|
86.5
|
|
Accrued expenses
|
113.0
|
|
|
109.8
|
|
||
Deferred revenue
|
69.1
|
|
|
62.5
|
|
||
Current maturities of landfill retirement obligations
|
20.2
|
|
|
29.3
|
|
||
Current maturities of long-term debt
|
74.1
|
|
|
36.5
|
|
||
Total current liabilities
|
368.7
|
|
|
324.6
|
|
||
Other long-term liabilities
|
61.5
|
|
|
54.2
|
|
||
Long-term debt, less current maturities
|
1,884.2
|
|
|
1,887.0
|
|
||
Accrued landfill retirement obligations, less current maturities
|
205.7
|
|
|
161.8
|
|
||
Deferred income taxes
|
88.6
|
|
|
112.8
|
|
||
Total liabilities
|
2,608.7
|
|
|
2,540.4
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity
|
|
|
|
||||
Common stock: $.01 par value, 1,000,000,000 shares authorized, 88,491,194 and 88,034,813 shares outstanding, respectively
|
0.9
|
|
|
0.8
|
|
||
Additional paid-in capital
|
1,487.4
|
|
|
1,470.3
|
|
||
Accumulated other comprehensive loss
|
(0.4
|
)
|
|
—
|
|
||
Accumulated deficit
|
(603.3
|
)
|
|
(641.6
|
)
|
||
Treasury stock at cost, 2,274 and 0 shares, respectively
|
—
|
|
|
—
|
|
||
Total stockholders’ equity
|
884.6
|
|
|
829.5
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,493.3
|
|
|
$
|
3,369.9
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Service revenues
|
$
|
1,507.6
|
|
|
$
|
1,404.6
|
|
|
$
|
1,396.4
|
|
Operating costs and expenses
|
|
|
|
|
|
||||||
Operating (exclusive of items shown separately below)
|
962.1
|
|
|
865.5
|
|
|
866.6
|
|
|||
Selling, general and administrative
|
169.5
|
|
|
157.0
|
|
|
152.6
|
|
|||
Depreciation and amortization
|
269.8
|
|
|
246.9
|
|
|
259.1
|
|
|||
Acquisition and development costs
|
1.3
|
|
|
0.7
|
|
|
1.4
|
|
|||
Loss on disposal of assets and asset impairments
|
11.4
|
|
|
1.8
|
|
|
21.6
|
|
|||
Restructuring charges
|
3.4
|
|
|
0.8
|
|
|
—
|
|
|||
Total operating costs and expenses
|
1,417.5
|
|
|
1,272.7
|
|
|
1,301.3
|
|
|||
Operating income
|
90.1
|
|
|
131.9
|
|
|
95.1
|
|
|||
Other (expense) income
|
|
|
|
|
|
||||||
Interest expense
|
(93.0
|
)
|
|
(130.2
|
)
|
|
(138.0
|
)
|
|||
Loss on debt extinguishments and modifications
|
(3.7
|
)
|
|
(64.7
|
)
|
|
—
|
|
|||
Other income (expense), net
|
3.7
|
|
|
6.9
|
|
|
(10.1
|
)
|
|||
Total other expense
|
(93.0
|
)
|
|
(188.0
|
)
|
|
(148.1
|
)
|
|||
Loss before income taxes
|
(2.9
|
)
|
|
(56.1
|
)
|
|
(53.0
|
)
|
|||
Income tax benefit
|
(41.2
|
)
|
|
(25.7
|
)
|
|
(19.4
|
)
|
|||
Net income (loss)
|
$
|
38.3
|
|
|
$
|
(30.4
|
)
|
|
$
|
(33.6
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders per share
|
|
|
|
|
|
||||||
Basic income (loss) per share
|
$
|
0.43
|
|
|
$
|
(0.44
|
)
|
|
$
|
(0.52
|
)
|
Diluted income (loss) per share
|
$
|
0.43
|
|
|
$
|
(0.44
|
)
|
|
$
|
(0.52
|
)
|
Basic average shares outstanding
|
88,323,213
|
|
|
69,462,798
|
|
|
64,493,536
|
|
|||
Diluted average shares outstanding
|
88,887,812
|
|
|
69,462,798
|
|
|
64,493,536
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
$
|
38.3
|
|
|
$
|
(30.4
|
)
|
|
$
|
(33.6
|
)
|
Other comprehensive loss, net of tax
|
(0.4
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||
Other comprehensive loss
|
(0.4
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||
Comprehensive income (loss)
|
$
|
37.9
|
|
|
$
|
(30.4
|
)
|
|
$
|
(35.1
|
)
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In |
|
Accumulated
|
|
Accumulated
Other Comprehensive Income |
|
Total
Stockholders' |
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
(Loss)
|
|
Equity
|
||||||||||||||
Balance at December 31, 2014
|
64,493,536
|
|
|
$
|
0.6
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,104.4
|
|
|
$
|
(577.6
|
)
|
|
$
|
1.5
|
|
|
$
|
528.9
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.6
|
)
|
|
—
|
|
|
(33.6
|
)
|
||||||
Realized loss resulting from change in fair value of derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
||||||
Capital contribution from former parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Return of capital to former parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
||||||
Balance at December 31, 2015
|
64,493,536
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
1,100.4
|
|
|
(611.2
|
)
|
|
—
|
|
|
489.8
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.4
|
)
|
|
—
|
|
|
(30.4
|
)
|
||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|||||||
Return of capital to former parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.8
|
)
|
|
—
|
|
|
—
|
|
|
(21.8
|
)
|
||||||
Assumed liabilities from merger with former parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
||||||
Initial public offering proceeds, net
|
22,137,500
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
373.5
|
|
|
—
|
|
|
—
|
|
|
373.7
|
|
||||||
Stock option exercises and other
|
1,403,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.4
|
|
|
—
|
|
|
—
|
|
|
17.4
|
|
||||||
Balance at December 31, 2016
|
88,034,813
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
1,470.3
|
|
|
(641.6
|
)
|
|
—
|
|
|
829.5
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.3
|
|
|
—
|
|
|
38.3
|
|
||||||
Stock based compensation expense
|
53,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
||||||
Stock option exercises and other
|
405,478
|
|
|
0.1
|
|
|
2,274
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
||||||
Unrealized loss resulting from change in fair value of derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||||
Balance at December 31, 2017
|
88,493,468
|
|
|
$
|
0.9
|
|
|
2,274
|
|
|
$
|
—
|
|
|
$
|
1,487.4
|
|
|
$
|
(603.3
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
884.6
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
38.3
|
|
|
$
|
(30.4
|
)
|
|
$
|
(33.6
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
269.8
|
|
|
246.9
|
|
|
259.1
|
|
|||
Change in fair value of derivative instruments
|
(1.5
|
)
|
|
(18.5
|
)
|
|
(11.1
|
)
|
|||
Amortization of debt issuance costs and original issue discount
|
6.3
|
|
|
17.5
|
|
|
19.5
|
|
|||
Loss on debt extinguishments and modifications
|
3.7
|
|
|
64.7
|
|
|
—
|
|
|||
Accretion on landfill retirement obligations
|
15.4
|
|
|
13.0
|
|
|
13.1
|
|
|||
Other accretion and amortization
|
3.5
|
|
|
4.0
|
|
|
4.2
|
|
|||
Provision for doubtful accounts
|
5.4
|
|
|
3.7
|
|
|
4.0
|
|
|||
Loss on disposition of property and equipment
|
1.6
|
|
|
3.5
|
|
|
4.7
|
|
|||
Gain on redemption of security
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||
Impairment of assets
|
13.0
|
|
|
—
|
|
|
6.4
|
|
|||
(Gain) loss on disposition of business
|
(2.8
|
)
|
|
(1.7
|
)
|
|
10.5
|
|
|||
Stock based compensation
|
10.2
|
|
|
6.3
|
|
|
3.1
|
|
|||
Deferred tax benefit
|
(41.3
|
)
|
|
(26.5
|
)
|
|
(21.6
|
)
|
|||
Earnings in equity investee
|
(1.6
|
)
|
|
(1.8
|
)
|
|
(1.3
|
)
|
|||
Changes in operating assets and liabilities, net of businesses acquired
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(17.7
|
)
|
|
(8.8
|
)
|
|
8.3
|
|
|||
(Increase) decrease in prepaid expenses and other current assets
|
(5.9
|
)
|
|
2.8
|
|
|
1.1
|
|
|||
Decrease in other assets
|
2.4
|
|
|
1.8
|
|
|
3.9
|
|
|||
Increase (decrease) in accounts payable
|
4.1
|
|
|
(0.9
|
)
|
|
(2.8
|
)
|
|||
(Decrease) increase in accrued expenses
|
(2.6
|
)
|
|
(14.3
|
)
|
|
3.9
|
|
|||
Increase (decrease) in deferred revenue
|
2.2
|
|
|
(1.0
|
)
|
|
(0.5
|
)
|
|||
Increase (decrease) in other long-term liabilities
|
0.6
|
|
|
(3.4
|
)
|
|
(3.5
|
)
|
|||
Capping, closure and post-closure expenditures
|
(18.3
|
)
|
|
(19.9
|
)
|
|
(20.4
|
)
|
|||
Assumption of long-term care and closure reserve
|
24.0
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by operating activities
|
308.8
|
|
|
237.0
|
|
|
244.5
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment and construction and development
|
(186.6
|
)
|
|
(171.0
|
)
|
|
(179.7
|
)
|
|||
Proceeds from sale of property and equipment
|
2.2
|
|
|
3.3
|
|
|
2.6
|
|
|||
Proceeds from redemption of securities
|
—
|
|
|
—
|
|
|
15.0
|
|
|||
Acquisition of businesses, net of cash acquired
|
(111.9
|
)
|
|
(5.4
|
)
|
|
(50.0
|
)
|
|||
Proceeds from sale of businesses
|
8.7
|
|
|
2.5
|
|
|
14.7
|
|
|||
Net cash used in investing activities
|
(287.6
|
)
|
|
(170.6
|
)
|
|
(197.4
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from borrowings on debt instruments
|
326.2
|
|
|
782.8
|
|
|
114.0
|
|
|||
Repayments on debt instruments including capital leases
|
(347.0
|
)
|
|
(1,164.4
|
)
|
|
(153.4
|
)
|
|||
Bank overdraft
|
—
|
|
|
(2.6
|
)
|
|
1.2
|
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
375.6
|
|
|
—
|
|
|||
Costs associated with issuance of common stock
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|||
Costs associated with debt extinguishments and modifications
|
(1.8
|
)
|
|
(50.9
|
)
|
|
(0.2
|
)
|
|||
Proceeds from stock option exercises and other
|
7.0
|
|
|
17.4
|
|
|
—
|
|
|||
Return of capital to former parent
|
—
|
|
|
(21.8
|
)
|
|
(7.1
|
)
|
|||
Other financing activities
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||
Net cash used in financing activities
|
(15.6
|
)
|
|
(65.8
|
)
|
|
(47.5
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
5.6
|
|
|
0.6
|
|
|
(0.4
|
)
|
|||
Cash and cash equivalents, beginning of year
|
1.2
|
|
|
0.6
|
|
|
1.0
|
|
|||
Cash and cash equivalents, end of year
|
$
|
6.8
|
|
|
$
|
1.2
|
|
|
$
|
0.6
|
|
|
|
|
|
|
(1)
|
The Company must either own the property for the expansion or have a legal right to use or obtain property to be included in the expansion plan;
|
(2)
|
Conceptual design of the expansion must have been completed;
|
(3)
|
Personnel are actively working to obtain land use and local and state approvals for an expansion of an existing landfill and the application for expansion must reasonably be expected to be received within the normal application and processing time periods for approvals in the jurisdiction in which the landfill is located;
|
(4)
|
There are no known significant technical, community, business, or political restrictions or similar issues that would likely impair the success of the expansion; and
|
(5)
|
Financial analysis has been completed and the results demonstrate that the expansion has a positive financial and operational impact.
|
|
|
|
|
|
2017
|
|
2016
|
||||
Current assets
|
$
|
5.9
|
|
|
$
|
0.3
|
|
Property and equipment
|
89.8
|
|
|
2.3
|
|
||
Goodwill
|
35.2
|
|
|
0.4
|
|
||
Other intangible assets
|
18.8
|
|
|
2.6
|
|
||
Total assets acquired
|
149.7
|
|
|
5.6
|
|
||
Current liabilities
|
6.9
|
|
|
0.2
|
|
||
Total liabilities assumed
|
33.8
|
|
|
0.2
|
|
||
Net assets acquired
|
$
|
115.9
|
|
|
$
|
5.4
|
|
|
|
2017
|
|
2016
|
||||
Customer lists and contracts
|
$
|
17.0
|
|
|
$
|
2.3
|
|
Noncompete
|
1.2
|
|
|
0.1
|
|
||
Other
|
0.6
|
|
|
0.2
|
|
||
|
$
|
18.8
|
|
|
$
|
2.6
|
|
Customer lists and contracts
|
17
|
Noncompete
|
7
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator: (Dollars in millions)
|
|
|
|
|
|
|
|||||||
|
Net income (loss)
|
|
$
|
38.3
|
|
|
$
|
(30.4
|
)
|
|
$
|
(33.6
|
)
|
Denominator:
|
|
|
|
|
|
|
|||||||
|
Average common shares outstanding
|
|
88,323,213
|
|
|
69,462,798
|
|
|
64,493,536
|
|
|||
|
Other potentially dilutive common shares
|
|
564,599
|
|
|
—
|
|
|
—
|
|
|||
|
Average common shares outstanding, assuming dilution
|
|
88,887,812
|
|
|
69,462,798
|
|
|
64,493,536
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Net income (loss) per share, basic
|
|
$
|
0.43
|
|
|
$
|
(0.44
|
)
|
|
$
|
(0.52
|
)
|
|
Net income (loss) per share, assuming dilution
|
|
$
|
0.43
|
|
|
$
|
(0.44
|
)
|
|
$
|
(0.52
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance
|
$
|
4.0
|
|
|
$
|
4.4
|
|
|
$
|
5.0
|
|
Provision for doubtful accounts
|
5.4
|
|
|
3.7
|
|
|
4.0
|
|
|||
Write-offs of bad debt
|
(4.6
|
)
|
|
(4.1
|
)
|
|
(4.8
|
)
|
|||
Other
|
0.6
|
|
|
—
|
|
|
0.2
|
|
|||
Balance at December 31,
|
$
|
5.4
|
|
|
$
|
4.0
|
|
|
$
|
4.4
|
|
|
|
2017
|
|
2016
|
||||
Prepaid insurance
|
|
$
|
5.9
|
|
|
$
|
6.6
|
|
Prepaid expenses
|
|
16.4
|
|
|
14.2
|
|
||
Other receivables and current assets
|
|
6.8
|
|
|
1.7
|
|
||
Parts and supplies inventory
|
|
8.8
|
|
|
7.8
|
|
||
|
|
$
|
37.9
|
|
|
$
|
30.3
|
|
|
Balance Sheet Location
|
|
2017
|
|
2016
|
||||
Derivatives Designated as Hedging Instruments
|
|
|
|
|
|
||||
2017 interest rate caps
|
Other long-term liabilities
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
||
2016 interest rate caps
|
Prepaid expenses and other current assets
|
|
0.9
|
|
|
—
|
|
||
2016 interest rate caps
|
Other assets
|
|
$
|
2.8
|
|
|
$
|
2.3
|
|
Total derivatives
|
|
|
$
|
3.3
|
|
|
$
|
2.3
|
|
|
|
2017
|
|
2016
|
||||
Land
|
$
|
209.1
|
|
|
$
|
193.3
|
|
Landfill site costs
|
1,465.7
|
|
|
1,358.1
|
|
||
Vehicles
|
680.3
|
|
|
595.7
|
|
||
Containers
|
294.4
|
|
|
271.5
|
|
||
Machinery and equipment
|
185.4
|
|
|
156.2
|
|
||
Furniture and fixtures
|
30.1
|
|
|
25.9
|
|
||
Building and improvements
|
188.7
|
|
|
170.1
|
|
||
Construction in process
|
30.6
|
|
|
25.6
|
|
||
|
3,084.3
|
|
|
2,796.4
|
|
||
Less: Accumulated depreciation on property and equipment
|
(679.3
|
)
|
|
(579.3
|
)
|
||
Less: Accumulated landfill airspace amortization
|
(676.2
|
)
|
|
(583.7
|
)
|
||
|
$
|
1,728.8
|
|
|
$
|
1,633.4
|
|
|
2017
|
|
2016
|
||||
Balance at January 1
|
$
|
191.1
|
|
|
$
|
193.7
|
|
Increase in retirement obligation
|
9.7
|
|
|
9.3
|
|
||
Accretion of closure and post-closure costs
|
15.4
|
|
|
13.0
|
|
||
Acquisition
|
28.3
|
|
|
—
|
|
||
Change in estimate
|
2.1
|
|
|
(7.4
|
)
|
||
Costs incurred
|
(20.7
|
)
|
|
(17.5
|
)
|
||
|
225.9
|
|
|
191.1
|
|
||
Less: Current portion
|
(20.2
|
)
|
|
(29.3
|
)
|
||
Balance at December 31
|
$
|
205.7
|
|
|
$
|
161.8
|
|
|
|
2017
|
||||||||||||||||
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
Carrying
Value
|
|
Weighted
Average
Remaining
Life
(Years)
|
||||||||
Noncompete agreements
|
|
$
|
5.4
|
|
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
|
$
|
2.8
|
|
|
2.3
|
Tradenames
|
|
15.5
|
|
|
(6.9
|
)
|
|
—
|
|
|
8.6
|
|
|
12.9
|
||||
Customer lists and contracts
|
|
525.5
|
|
|
(238.0
|
)
|
|
(13.0
|
)
|
|
274.5
|
|
|
12.8
|
||||
Operating permits
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
N/A
|
||||
Above/below market leases
|
|
0.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.3
|
|
|
8.6
|
||||
|
|
$
|
549.3
|
|
|
$
|
(247.6
|
)
|
|
$
|
(13.0
|
)
|
|
$
|
288.7
|
|
|
|
|
|
2016
|
||||||||||||||||
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
Carrying
Value
|
|
Weighted
Average
Remaining
Life
(Years)
|
||||||||
Noncompete agreements
|
|
$
|
4.3
|
|
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
3.6
|
Tradenames
|
|
14.9
|
|
|
(6.2
|
)
|
|
—
|
|
|
8.7
|
|
|
14.7
|
||||
Customer lists and contracts
|
|
513.4
|
|
|
(202.7
|
)
|
|
—
|
|
|
310.7
|
|
|
13.8
|
||||
Operating permits
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
N/A
|
||||
Above/below market leases
|
|
0.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.3
|
|
|
9.6
|
||||
|
|
$
|
535.3
|
|
|
$
|
(210.7
|
)
|
|
$
|
—
|
|
|
$
|
324.6
|
|
|
|
|
2018
|
$
|
47.1
|
|
2019
|
32.1
|
|
|
2020
|
31.3
|
|
|
2021
|
30.1
|
|
|
2022
|
26.8
|
|
|
Thereafter
|
121.3
|
|
|
|
$
|
288.7
|
|
|
Goodwill
|
|
Accumulated
Impairment
|
|
Goodwill,
Net
|
||||||
December 31, 2015
|
$
|
1,267.2
|
|
|
$
|
(93.7
|
)
|
|
$
|
1,173.5
|
|
Acquisition
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||
December 31, 2016
|
1,267.6
|
|
|
(93.7
|
)
|
|
1,173.9
|
|
|||
Acquisition
|
35.2
|
|
|
—
|
|
|
35.2
|
|
|||
Disposition of businesses
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||
December 31, 2017
|
$
|
1,301.9
|
|
|
$
|
(93.7
|
)
|
|
$
|
1,208.2
|
|
|
2017
|
|
2016
|
||||
Accrued compensation and benefits
|
$
|
30.9
|
|
|
$
|
32.5
|
|
Accrued waste disposal costs
|
42.1
|
|
|
40.1
|
|
||
Accrued insurance and self-insurance reserves
|
13.2
|
|
|
14.5
|
|
||
Accrued severance
|
1.5
|
|
|
0.5
|
|
||
Other accrued expenses
|
25.3
|
|
|
22.2
|
|
||
|
$
|
113.0
|
|
|
$
|
109.8
|
|
|
|
2017
|
2016
|
||||
Revolving line of credit with lenders, interest at base rate plus margin, as defined (6.25% and 4.49% at December 31, 2017 and 2016, respectively) due quarterly; balance due at maturity in 2021
|
$
|
29.0
|
|
$
|
—
|
|
Term loans; quarterly principal payments 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
|
1,460.0
|
|
1,480.0
|
|
||
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, interest rates between 3.70% and 7.73%, maturing through 2024
|
63.9
|
|
42.5
|
|
||
Other debt
|
11.8
|
|
15.1
|
|
||
|
1,989.7
|
|
1,962.6
|
|
||
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt
|
(31.4
|
)
|
(39.1
|
)
|
||
Less: Current portion
|
(74.1
|
)
|
(36.5
|
)
|
||
|
$
|
1,884.2
|
|
$
|
1,887.0
|
|
2018
|
$
|
45.1
|
|
2019
|
37.3
|
|
|
2020
|
27.4
|
|
|
2021
|
17.5
|
|
|
2022
|
18.3
|
|
|
Thereafter
|
1,844.1
|
|
|
|
$
|
1,989.7
|
|
|
|
Year
|
Percentage
|
|
2019
|
104.219
|
%
|
2020
|
102.813
|
%
|
2021
|
101.406
|
%
|
2022 and thereafter
|
100.000
|
%
|
|
|
|
2017
|
|
2016
|
||||
Revolving Credit Facility
|
|
$
|
29.0
|
|
|
$
|
—
|
|
Senior Notes
|
|
435.1
|
|
|
425.5
|
|
||
Term Loan B Facility
|
|
1,467.3
|
|
|
1,495.7
|
|
||
|
|
$
|
1,931.4
|
|
|
$
|
1,921.2
|
|
2018
|
$
|
26.9
|
|
2019
|
7.4
|
|
|
2020
|
6.7
|
|
|
2021
|
6.1
|
|
|
2022
|
4.3
|
|
|
Thereafter
|
59.8
|
|
|
|
$
|
111.2
|
|
|
2018
|
$
|
6.3
|
|
2019
|
5.2
|
|
|
2020
|
4.4
|
|
|
2021
|
3.0
|
|
|
2022
|
2.4
|
|
|
Thereafter
|
21.8
|
|
|
|
$
|
43.1
|
|
|
|
2017
|
|
2016
|
|
2015
|
Average expected term (years)
|
6.2
|
|
6.3
|
|
6.9
|
Risk-free interest rate
|
1.93% - 2.16%
|
|
1.22% - 1.47%
|
|
1.76% - 1.93%
|
Expected volatility
|
18.0% - 19.0%
|
|
30.0%
|
|
30.0%
|
|
|
Number of
Shares
|
|
Weighted -
Average
Exercise Price
|
|
Weighted -
Average
Remaining
Contractual
Term
|
|||
Outstanding at January 1, 2017
|
3,276,239
|
|
|
$
|
18.58
|
|
|
|
Granted
|
1,156,224
|
|
|
22.16
|
|
|
|
|
Exercised
|
(533,450
|
)
|
|
14.96
|
|
|
|
|
Expired or forfeited
|
(160,104
|
)
|
|
21.65
|
|
|
|
|
Outstanding at December 31, 2017
|
3,738,909
|
|
|
20.10
|
|
|
7.71
|
|
Exercisable at December 31, 2017
|
1,562,839
|
|
|
$
|
19.00
|
|
|
6.27
|
|
Number of
Shares |
|
Weighted -
Average Grant Price |
|||
Nonvested at January 1, 2017
|
35,940
|
|
|
$
|
23.31
|
|
Granted
|
17,193
|
|
|
23.26
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2017
|
53,133
|
|
|
$
|
23.30
|
|
|
|
Number of
Units |
|
Weighted -
Average Grant Price |
|||
Nonvested at January 1, 2017
|
300,001
|
|
|
$
|
18.00
|
|
Granted
|
50,464
|
|
|
22.00
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2017
|
350,465
|
|
|
$
|
18.58
|
|
|
Number of
Units |
|
Weighted -
Average Grant Price |
|||
Nonvested at January 1, 2017
|
54,830
|
|
|
$
|
24.28
|
|
Granted
|
100,930
|
|
|
22.00
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(33,710
|
)
|
|
22.75
|
|
|
Nonvested at December 31, 2017
|
122,050
|
|
|
$
|
22.82
|
|
|
|
Pension Fund
|
EIN/Pension
Plan Number
|
|
Pension Protection
Act Zone Status
|
|
FIP/RP
Status Pending/
Implemented
(B)
|
|
Contributions
|
|
Expiration
Date of
Collective-
Bargaining
Agreement
|
||||||||||||
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
||||||||||||
Suburban Teamsters of Northern IL Pension Fund
|
36-6155778-001
|
|
Endangered as of 1/1/2016
|
|
Endangered as of 1/1/2015
|
|
Implemented
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
1/31/2019
|
Pension Fund of Automobile Mechanics Local No. 701
|
36-6042061-001
|
|
Endangered as of 1/1/2016
|
|
Endangered as of 1/1/2015
|
|
Implemented
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
12/31/2018
|
Local 731 Private Scavengers and Garage Attendants Pension Fund (A)
|
36-6513567-001
|
|
Not Endangered or Critical as of 10/1/2016
|
|
Not Endangered or Critical as of 10/1/2015
|
|
Implemented
|
|
$
|
1.8
|
|
|
$
|
1.8
|
|
|
$
|
1.8
|
|
|
9/30/2018
|
Midwest Operating Engineers Pension Fund
|
36-6140097-001
|
|
Endangered as
of 4/1/2016 |
|
Endangered as
of 4/1/2015 |
|
Implemented
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
9/30/2019
|
Teamsters Local Union No. 301 Union Pension Fund (A)
|
36-6492992-001
|
|
Not Endangered or Critical as of 1/1/2016
|
|
Not Endangered or Critical as of 1/1/2015
|
|
No
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
|
9/30/2018
|
Central States Southeast and Southwest Areas Pension Fund
|
36-6064560-001
|
|
Critical and Declining Status as of 1/1/2016
|
|
Critical and Declining Status as of 1/1/2015
|
|
Implemented
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
1/31/2019
|
Local 705 Int’l Brotherhood of Teamsters Pension TR. FD.
|
36-6492502-001
|
|
Critical as of 1/1/2016
|
|
Critical as of 1/1/2015
|
|
Implemented
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
9/30/2018
|
(A)
|
The employers' contributions to the plan represent greater than
5%
of the total contributions to the plan for the most recent plan year available.
|
(B)
|
A multi-employer 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. Contributing employers, however, may eliminate the surcharge by entering into a collective bargaining agreement that meets the requirements of the applicable funding improvement plan or rehabilitation plan.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(1.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
0.4
|
|
State
|
1.2
|
|
|
0.5
|
|
|
1.8
|
|
|||
|
0.1
|
|
|
0.4
|
|
|
2.2
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(44.8
|
)
|
|
(23.4
|
)
|
|
(17.4
|
)
|
|||
State
|
3.5
|
|
|
(2.7
|
)
|
|
(4.2
|
)
|
|||
|
(41.3
|
)
|
|
(26.1
|
)
|
|
(21.6
|
)
|
|||
Benefit from income taxes
|
$
|
(41.2
|
)
|
|
$
|
(25.7
|
)
|
|
$
|
(19.4
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Amount computed using statutory rates
|
$
|
(1.0
|
)
|
|
$
|
(19.6
|
)
|
|
$
|
(18.6
|
)
|
State income taxes, net of federal benefit
|
(3.3
|
)
|
|
(6.0
|
)
|
|
(5.1
|
)
|
|||
Benefit from stock option exercises
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|||
Net effect of changes in tax rates
|
(0.3
|
)
|
|
(0.7
|
)
|
|
1.7
|
|
|||
Uncertain tax positions and interest
|
0.5
|
|
|
0.4
|
|
|
1.0
|
|
|||
Nondeductible expenses
|
1.5
|
|
|
1.2
|
|
|
1.8
|
|
|||
Net effect of change in U.S. Tax Law
|
(40.4
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
0.6
|
|
|
(0.2
|
)
|
|
0.7
|
|
|||
Valuation allowance
|
1.2
|
|
|
3.5
|
|
|
(0.9
|
)
|
|||
Benefit from income taxes
|
$
|
(41.2
|
)
|
|
$
|
(25.7
|
)
|
|
$
|
(19.4
|
)
|
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
1.4
|
|
|
$
|
1.6
|
|
Insurance reserve
|
11.8
|
|
|
16.2
|
|
||
Net operating loss
|
103.4
|
|
|
203.3
|
|
||
Capital loss carryforward
|
42.8
|
|
|
68.9
|
|
||
Accrued bonus and vacation
|
4.5
|
|
|
7.3
|
|
||
Stock compensation
|
3.7
|
|
|
2.0
|
|
||
Tax credits
|
3.1
|
|
|
7.2
|
|
||
Other
|
11.9
|
|
|
12.5
|
|
||
Total deferred tax assets
|
182.6
|
|
|
319.0
|
|
||
Valuation allowance
|
(60.0
|
)
|
|
(98.7
|
)
|
||
Deferred tax assets less valuation allowance
|
122.6
|
|
|
220.3
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Fixed asset basis
|
(66.4
|
)
|
|
(106.8
|
)
|
||
Intangible basis
|
(73.9
|
)
|
|
(117.2
|
)
|
||
Landfill and environmental remediation liabilities
|
(62.0
|
)
|
|
(100.5
|
)
|
||
Other
|
(8.9
|
)
|
|
(8.6
|
)
|
||
Deferred tax liabilities
|
(211.2
|
)
|
|
(333.1
|
)
|
||
Net deferred tax liability
|
$
|
(88.6
|
)
|
|
$
|
(112.8
|
)
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1,
|
$
|
7.5
|
|
|
$
|
7.3
|
|
|
$
|
6.2
|
|
Additions based on tax positions of prior years
|
20.4
|
|
|
0.1
|
|
|
0.5
|
|
|||
Change to prior tax positions due to tax rate changes
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|||
Additions based on tax positions of current year
|
—
|
|
|
0.1
|
|
|
0.6
|
|
|||
Balance at December 31,
|
$
|
27.5
|
|
|
$
|
7.5
|
|
|
$
|
7.3
|
|
Level 1
|
|
Observable inputs such as quoted prices in active markets;
|
|
|
|
Level 2
|
|
Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
|
|
|
|
Level 3
|
|
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
|
Fair Value Measurement at December 31, 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
|
$
|
6.8
|
|
|
$
|
6.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.8
|
|
Derivative instruments - Asset position
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
||||||
Derivative instruments - Liability position
|
(0.4
|
)
|
|
$
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Total recurring fair value measurements
|
$
|
10.1
|
|
|
$
|
6.8
|
|
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
|
Derivative instruments - Asset position
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||||
Total recurring fair value measurements
|
$
|
3.5
|
|
|
$
|
1.2
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.5
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance
|
$
|
1.0
|
|
|
$
|
2.2
|
|
|
$
|
5.4
|
|
Expense
|
3.4
|
|
|
0.8
|
|
|
—
|
|
|||
Cash expenditures
|
|
|
|
|
|
||||||
Severance and relocation
|
(0.7
|
)
|
|
(1.4
|
)
|
|
(2.7
|
)
|
|||
Other
|
(0.1
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|||
Non-cash acceleration of options
|
(2.1
|
)
|
|
$
|
—
|
|
|
—
|
|
||
Ending balance
|
$
|
1.5
|
|
|
$
|
1.0
|
|
|
$
|
2.2
|
|
|
Services
Revenues
|
|
Operating
Income (Loss)
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
|
Total
Assets
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
South
|
$
|
570.5
|
|
|
$
|
89.8
|
|
|
$
|
85.0
|
|
|
$
|
65.0
|
|
|
$
|
1,219.7
|
|
East
|
380.2
|
|
|
(1.5
|
)
|
|
76.8
|
|
|
57.0
|
|
|
837.6
|
|
|||||
Midwest
|
556.9
|
|
|
71.7
|
|
|
98.9
|
|
|
62.7
|
|
|
1,400.2
|
|
|||||
Corporate
|
—
|
|
|
(69.9
|
)
|
|
9.1
|
|
|
1.9
|
|
|
35.8
|
|
|||||
|
$
|
1,507.6
|
|
|
$
|
90.1
|
|
|
$
|
269.8
|
|
|
$
|
186.6
|
|
|
$
|
3,493.3
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
South
|
$
|
522.3
|
|
|
$
|
91.7
|
|
|
$
|
75.2
|
|
|
$
|
64.5
|
|
|
$
|
1,172.8
|
|
East
|
347.7
|
|
|
25.8
|
|
|
71.7
|
|
|
46.8
|
|
|
751.4
|
|
|||||
Midwest
|
534.6
|
|
|
78.3
|
|
|
91.5
|
|
|
55.8
|
|
|
1,415.0
|
|
|||||
Corporate
|
—
|
|
|
(63.9
|
)
|
|
8.5
|
|
|
3.9
|
|
|
30.7
|
|
|||||
|
$
|
1,404.6
|
|
|
$
|
131.9
|
|
|
$
|
246.9
|
|
|
$
|
171.0
|
|
|
$
|
3,369.9
|
|
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
South
|
$
|
510.2
|
|
|
$
|
69.4
|
|
|
$
|
75.9
|
|
|
$
|
52.8
|
|
|
$
|
1,170.1
|
|
East
|
344.7
|
|
|
22.5
|
|
|
71.3
|
|
|
45.7
|
|
|
773.3
|
|
|||||
Midwest
|
541.6
|
|
|
61.1
|
|
|
103.8
|
|
|
76.2
|
|
|
1,447.3
|
|
|||||
Corporate
|
(0.1
|
)
|
|
(57.9
|
)
|
|
8.1
|
|
|
5.0
|
|
|
31.6
|
|
|||||
|
$
|
1,396.4
|
|
|
$
|
95.1
|
|
|
$
|
259.1
|
|
|
$
|
179.7
|
|
|
$
|
3,422.3
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid for interest
|
$
|
86.2
|
|
|
$
|
119.4
|
|
|
$
|
116.4
|
|
Cash paid for taxes
|
$
|
1.4
|
|
|
$
|
1.5
|
|
|
$
|
2.4
|
|
Assets acquired under capital lease
|
$
|
45.2
|
|
|
$
|
26.6
|
|
|
$
|
10.2
|
|
|
Gains and (Losses) on Derivative Instruments
|
||
Balance, December 31, 2014
|
$
|
1.5
|
|
Other comprehensive loss before reclassifications, net of tax
|
(1.5
|
)
|
|
Net current period other comprehensive loss
|
(1.5
|
)
|
|
Balance, December 31, 2015
|
—
|
|
|
Other comprehensive income before reclassifications, net of tax
|
—
|
|
|
Net current period other comprehensive income
|
—
|
|
|
Balance, December 31, 2016
|
—
|
|
|
Other comprehensive loss before reclassifications, net of tax
|
(0.4
|
)
|
|
Net current period other comprehensive loss
|
(0.4
|
)
|
|
Balance, December 31, 2017
|
$
|
(0.4
|
)
|
|
Amount of Derivative Loss
Recognized in OCI – Effective for the Years Ended December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
||||||
Interest rate caps
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(2.0
|
)
|
Total before tax
|
(0.4
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||
Tax benefit
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Net of tax
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
(in millions)
|
2017
|
|
2016
|
||||
Current assets
|
$
|
3.2
|
|
|
$
|
3.9
|
|
Noncurrent assets
|
5.1
|
|
|
4.8
|
|
||
Current liabilities
|
0.8
|
|
|
0.8
|
|
||
Noncurrent liabilities
|
$
|
4.4
|
|
|
$
|
4.2
|
|
(in millions)
|
2017
|
|
2016
|
||||
Service revenue
|
$
|
12.3
|
|
|
$
|
13.9
|
|
Operating income
|
3.4
|
|
|
3.6
|
|
||
Income before income taxes
|
3.3
|
|
|
3.4
|
|
||
Net income
|
$
|
3.3
|
|
|
$
|
3.4
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
347.4
|
|
|
$
|
383.1
|
|
|
$
|
392.7
|
|
|
$
|
384.4
|
|
Income from operations
|
$
|
11.3
|
|
|
$
|
24.1
|
|
|
$
|
29.7
|
|
|
$
|
25.0
|
|
Consolidated net (loss) income
(a) (b)
|
$
|
(7.0
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
3.5
|
|
|
$
|
42.0
|
|
Basic (loss) income per share
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
0.47
|
|
Diluted (loss) income per share
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
0.47
|
|
2016
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
333.8
|
|
|
$
|
358.2
|
|
|
$
|
360.6
|
|
|
$
|
352.0
|
|
Income (loss) from operations
|
$
|
13.0
|
|
|
$
|
36.1
|
|
|
$
|
39.6
|
|
|
$
|
43.2
|
|
Consolidated net (loss) income
(a)
|
$
|
(14.3
|
)
|
|
$
|
0.2
|
|
|
$
|
3.8
|
|
|
$
|
(20.1
|
)
|
Basic loss (income) per share
|
$
|
(0.22
|
)
|
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
(0.24
|
)
|
Diluted (loss) income per share
|
$
|
(0.22
|
)
|
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
(0.24
|
)
|
(a)
|
Financial Statements and Financial Statement Schedules
|
(1)
|
Consolidated Financial Statements.
|
(2)
|
Consolidated Financial Statement Schedules.
|
(b)
|
See Exhibit Index below
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
2.1
|
|
(Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, file number 001-37904, filed with the Securities and Exchange Commission on October 12, 2016)
|
|
|
|
3.1
|
|
(Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, file number 001-37904, filed with the Securities and Exchange Commission on October 12, 2016)
|
|
|
|
3.2
|
|
(Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, file number 001-37904, filed with the Securities and Exchange Commission on October 12, 2016)
|
|
|
|
4.1
|
|
(Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, file number 001-37904, filed with the Securities and Exchange Commission on November 14, 2016)
|
|
|
|
4.2
|
|
|
|
|
|
10.1
|
|
(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, file number 001-37904, filed with the Securities and Exchange Commission on November 14, 2016)
|
|
|
|
10.2
|
|
(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, file number 001-37904, filed with the Securities and Exchange Commission on November 21, 2017)
|
|
|
|
10.3*
|
|
Form of Indemnity Agreement for Directors and Executive Officers of Advanced Disposal Services, Inc.
(Incorporated by reference to Exhibit 10.7 of Amendment No. 5 to the Company’s Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on August 11, 2016)
|
|
|
|
10.4*
|
|
(Incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.4a*
|
|
(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, file number 333-191109, filed with the Securities and Exchange Commission on July 23, 2014)
|
|
|
|
10.4b*
|
|
(Incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K, file number 333-191109, filed with the Securities and Exchange Commission on June 30, 2016)
|
|
|
|
10.5*
|
|
(Incorporated by reference to Exhibit 10.24 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on January 20, 2016)
|
|
|
|
10.6*
|
|
|
10.7*
|
|
(Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.8*
|
|
(Incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K, file number 333-191109, filed with the Securities and Exchange Commission on March 10, 2015)
|
|
|
|
10.9*
|
|
(Incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.10*
|
|
(Incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.11*
|
|
(Incorporated by reference to Exhibit 10.14 of Amendment No. 2 to the Company’s Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on November 5, 2015)
|
|
|
|
10.12*
|
|
(Incorporated by reference to Exhibit 10.15 of Amendment No. 2 to the Company’s Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on November 5, 2015)
|
|
|
|
10.13*
|
|
(Incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.14*
|
|
(Incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.15*
|
|
(Incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.16*
|
|
(Incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.17*
|
|
(Incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.18*
|
|
(Incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
|
|
|
10.19*
|
|
(Incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-4, file number 333-191109, filed with the Securities and Exchange Commission on September 12, 2013)
|
10.20*
|
|
(Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, file number 333-191109, filed with the Securities and Exchange Commission on June 30, 2016)
|
|
|
|
10.21*
|
|
(Incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, file number 333-191109, filed with the Securities and Exchange Commission on June 30, 2016)
|
|
|
|
10.22*
|
|
(Incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K, file number 333-191109, filed with the Securities and Exchange Commission on June 30, 2016)
|
|
|
|
10.23*
|
|
(Incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K, file number 333-191109, filed with the Securities and Exchange Commission on June 30, 2016)
|
|
|
|
10.24*
|
|
(Incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-8, file number 333-214072, filed with the Securities and Exchange Commission on October 12, 2016)
|
|
|
|
10.25*
|
|
(Incorporated by reference to Exhibit 10.27 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on January 20, 2016)
|
|
|
|
10.26*
|
|
(Incorporated by reference to Exhibit 10.28 of the Company’s Amendment No. 4 to the Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on February 1, 2016)
|
|
|
|
10.27*
|
|
(Incorporated by reference to Exhibit 10.29 of the Company’s Amendment No. 4 to the Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on February 1, 2016)
|
|
|
|
10.28*
|
|
(Incorporated by reference to Exhibit 10.30 of the Company’s Amendment No. 4 to the Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on February 1, 2016)
|
|
|
|
10.29*
|
|
(Incorporated by reference to Exhibit 10.31 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on January 20, 2016)
|
|
|
|
10.30*
|
|
(Incorporated by reference to Exhibit 10.32 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1, file number 333-206508, filed with the Securities and Exchange Commission on January 20, 2016)
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10.31*
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10.32
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(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, file number 333-37904, filed with the Securities and Exchange Commission on October 12, 2016)
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10.33
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(Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, file number 333-37904, filed with the Securities and Exchange Commission on October 12, 2016)
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14.1
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(Incorporated by reference to Exhibit 14.a of the Company’s Current Report on Form 8-K, file number 333-191109, filed with the Securities and Exchange Commission on December 2, 2015)
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21.1
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23.1
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24.1
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31.1
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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Advanced Disposal Services, Inc.
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By:
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/s/ Richard Burke
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Richard Burke
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Chief Executive Officer and Director
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Signature
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Title
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Date
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||
/s/ Richard Burke
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Chief Executive Officer and Director
(Principal Executive Officer)
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February 28, 2018
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Richard Burke
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/s/ Steven R. Carn
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Chief Financial Officer, Treasurer
(Principal Financial Officer)
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February 28, 2018
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Steven R. Carn
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/s/ Matthew Gunnelson
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Chief Accounting Officer, Assistant Treasurer
(Principal Accounting Officer)
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February 28, 2018
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Matthew Gunnelson
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/s/ Michael Koen
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Director
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February 28, 2018
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Michael Koen
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/s/ Tanuja Dehne
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Director
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February 28, 2018
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Tanuja Dehne
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/s/ Bret Budenbender
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Director
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February 28, 2018
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Bret Budenbender
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||
/s/ Jared Parker
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Director
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February 28, 2018
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Jared Parker
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/s/ Renae Conley
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Director
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February 28, 2018
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Renae Conley
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/s/ B. Clyde Preslar
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Director
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February 28, 2018
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B. Clyde Preslar
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/s/ Michael Hoffman
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Director
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February 28, 2018
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Michael Hoffman
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(1)
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in the Field of Business within the Restricted Area, solicit business from, direct marketing activities to, or perform work relating to, any customer or prospective customer upon whom Executive called, or for whom Executive provided administrative or support services, on the Company’s behalf during the term of Executive’s employment with the Company;
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(2)
|
become engaged in or employed by, directly or indirectly, any business entity which operates in or in any way does business in the Field of Business within the Restricted Area; or
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(3)
|
be the owner of more than one percent (1%) of the outstanding equity of any business entity which operates in or in any way does business in the Field of business within the Restricted Area.
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(1)
|
induces any customers, including former and prospective customers, of the Company to patronize any business entity that operates in the Field of Business within the Restricted Area (other than the Company); or
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(2)
|
request or advise any customers of the Company, including prospective customers, to withdraw, curtail or cancel such customer’s business with the Company.
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8.
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Miscellaneous.
|
Scheduled Vesting Date
|
Percent of Options Vesting on Such Date
|
Date of Grant:
|
20%
|
First Anniversary of Date of Grant:
|
20%
|
Second Anniversary of Date of Grant:
|
20%
|
Third Anniversary of Date of Grant:
|
20%
|
Fourth Anniversary of Date of Grant:
|
20%
|
|
1
|
The vesting schedule presented in this Form of Award Agreement is indicative and may vary from award to award.
|
|
3
|
The treatment of awards upon termination of service presented in this Form of Award Agreement is indicative and may vary from award to award.
|
4
|
The treatment of awards upon termination of service due to retirement presented in this Form of Award Agreement is indicative and may vary from award to award.
|
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6
|
The treatment of awards upon a Change in Control presented in this Form of Award Agreement is indicative and may vary from award to award.
|
ADVANCED DISPOSAL SERVICES, INC.
|
|
|
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By:
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Name:
|
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Title:
|
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No.
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Name of Subsidiary
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Holder of Equity Interests of Subsidiary
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114.
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Advanced Disposal Services Eagle Bluff Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 100,000 shares – 100%
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115.
|
Advanced Disposal Services Greentree Landfill, LLC
|
Advanced Disposal Services Western PA, Inc. – 100 units – 100%
Sole Member
|
116.
|
Advanced Disposal Services Chestnut Valley Landfill, LLC
|
Advanced Disposal Services Western PA, Inc. – 1,000 units – 100%
|
117.
|
Advanced Disposal Services Lancaster Landfill, LLC
|
Advanced Disposal Services Eastern PA, Inc. – 100 units – 100%
Sole Member
|
118.
|
Advanced Disposal Services Morehead Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC– 100 shares – 100%
|
119.
|
Advanced Disposal Services Blue Ridge Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 100 shares – 100%
|
120.
|
Advanced Disposal Services Maple Hill Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 500 shares – 100%
|
121.
|
Advanced Disposal Services Oak Ridge Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 4 shares – 100%
|
122.
|
Advanced Disposal Services Pecan Row Landfill, LLC
|
Advanced Disposal Services Midwest, LLC– 100 units - 100%
Sole Member
|
123.
|
Advanced Disposal Services Magnolia Ridge Landfill, LLC
|
Advanced Disposal Services Evergreen Landfill, Inc.– 100 units - 100%
Sole Member
|
124.
|
Advanced Disposal Services Evergreen Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 1,000 shares – 100%
|
125.
|
Advanced Disposal Services Taylor County Landfill, LLC
|
Advanced Disposal Services Midwest, LLC– 100 units - 100%
Sole Member
|
126.
|
ADS Solid Waste of NJ, Inc.
|
Advanced Disposal Services Midwest, LLC – 60 shares – 100%
|
127.
|
Advanced Disposal Services Cypress Acres Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 100 shares – 100%
|
128.
|
Parker Sanitation II, Inc.
|
Advanced Disposal Services Solid Waste Southeast, Inc. – 100 shares – 100%
|
129.
|
Advanced Disposal Services Solid Waste Southeast, Inc.
|
Advanced Disposal Services Midwest, LLC – 1,000 shares – 100%
|
130.
|
Superior Waste Services of New York City, Inc.
|
Advanced Disposal Services Midwest, LLC – 100 shares – 100%
|
131.
|
Advanced Disposal Services Valley View Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 1,000 shares – 100%
|
132.
|
Advanced Disposal Services Orchard Hills Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 1,000 shares – 100%
|
133.
|
Advanced Disposal Services Sumner Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 1,000 shares – 100%
|
134.
|
Advanced Disposal Services Wayne County Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 1,000 shares – 100%
|
135.
|
Advanced Disposal Services Zion Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 1,000 shares – 100%
|
136.
|
Advanced Disposal Services Rolling Hills Landfill, Inc.
|
Advanced Disposal Services Midwest, LLC – 1,800 shares – 100%
|
137.
|
Advanced Disposal Services Vasko Rubbish Removal, Inc.
|
Advanced Disposal Services Solid Waste Midwest, LLC – 2 shares – 100%
|
138.
|
Advanced Disposal Services Vasko Solid Waste, Inc.
|
Advanced Disposal Services Solid Waste Midwest, LLC – 66 shares – 100%
|
|
(1)
|
Registration Statement (Form S-3 No. 333-221612) of Advanced Disposal Services, Inc.
|
(2)
|
Registration Statement (Form S-8 No. 333-214072) pertaining to the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan and the Advanced Disposal Services, Inc. 2016 Omnibus Equity Plan;
|