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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file no: 333-191109
ADS Waste Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
90-0875845
(IRS Employer
Identification No.)
90 Fort Wade Road
Ponte Vedra, Florida 32081
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (904) 737-7900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
No
Indicate by check whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at March 9, 2015 was 1,000 shares.
Documents Incorporated by Reference:
None
Table of Contents
ADS Waste Holdings, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2014
Table of Contents
PART I
Disclosure Regarding Forward-Looking Statements
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Item 15. Exhibits and Financial Statement Schedules
Signatures
PART IV
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PART I
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the U.S. federal securities laws. All statements
other than statements of historical facts in this prospectus, including, without limitation, those regarding our business strategy,
financial position, results of operations, plans, prospects and objectives of management for future operations (including
development plans and objectives relating to our activities), are forward-looking statements. Many, but not all, of these
statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,”
“may,” “forecast,” “estimate,” “intend” and “future” and similar words. Statements that address activities, events or
developments that we intend, expect or believe may occur in the future are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities & Exchange of 1934, as amended.
Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which
could cause our actual results, performance or achievements to differ materially from the future results, performance or
achievements expressed or implied in those forward-looking statements.
Examples of these risks, uncertainties and other factors include, but are not limited to: risks relating to our ability to
compete; risks relating to our substantial indebtedness, our ability to service such debt and our ability to comply with debt
covenants; risks relating to our ability to meet liquidity needs; risks relating to our ability to implement our growth strategy as
and when planned; risks associated with acquisitions; risks relating to our ability to realize operating efficiencies in the
integration of the Veolia acquisition or other business combinations; risks relating to the seasonality of our business and
fluctuations in quarterly operating results; risks relating to the timing, renewal and exclusivity of contracts; risks relating to
possible impairment of goodwill and other intangible assets; risks relating to our dependence on senior, regional and local
management; risks associated with technology; risks relating to litigation, regulatory investigations and tax examinations; risks
relating to weather conditions or natural disasters; the risk that we will not be able to improve margins; risks relating to the
availability of qualified employees, particularly in new or more cost-effective locations; risks relating to the supply and price of
fuel; risks relating to the pricing of commodities; risks relating to the shifting view of traditional waste streams as renewable
resources in our industry; risks relating to the possible loss of key customers or loss of significant volumes from key customers;
risks relating to government regulations; risks relating to the instability in the financial markets; risks relating to adverse capital
and credit market conditions; and risks relating to the domestic and international economies.
The above examples are not exhaustive and new risks may emerge from time to time. Except as required by law, we
undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Such forward-looking statements are based on our current beliefs, assumptions, expectations,
estimates and projections regarding our present and future business strategies and the environment in which we will operate in
the future. These forward-looking statements speak only as of the date of this report. We expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any
change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such
statement was based.
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ByITEM 1. BUSINESS
(All dollar amounts are presented in millions, unless otherwise noted)
ADS Waste Holdings, Inc. (the “Company” or “ADS Waste”) is the largest privately owned non-hazardous solid waste
management company in the United States, as measured by revenue. We provide non-hazardous solid waste collection, transfer,
recycling and disposal services for residential, commercial and industrial customers across the South, Midwest and Eastern
regions of the United States as well as in the Commonwealth of the Bahamas. Our headquarters are located in Ponte Vedra,
Florida, and we service over 2.7 million residential customers, approximately 302,000 commercial and industrial (“C&I”)
customers and 732 municipalities. We are vertically integrated with approximately 5,400 employees and we own or operate a
network of 93 collection operations, 77 transfer stations, 24 recycling facilities and 42 active landfills with a fleet of
approximately 3,100 vehicles. The Company is wholly owned by ADS Waste Holdings Corp. (the “Parent”).
On November 20, 2012, ADS Waste purchased Veolia ES Solid Waste, Inc. from Veolia Environnment S.A. for $1,900 and
changed the name to MWStar Holdings Corp (“Veolia ES Solid Waste division”). The consolidated company does business as
ADS Waste Holdings, Inc.
Our Strategy
We strategically focus on markets where we own a principal private disposal option and typically compete with no more than
one or two large national waste companies. Within the markets in which we operate, we have established a network of
vertically integrated geographic hubs to provide our customers with the high-quality comprehensive environmental services
they require. The waste collection and disposal business is a local business and, therefore, the characteristics and opportunities
differ in each of our markets. We believe our vertically integrated geographic hubs and extensive network of transfer stations
provide us with the most effective platform to capitalize on local growth opportunities and maximize the utilization of our
assets and the efficiency of our operations.
Operations
Our vertically integrated environmental services operations can be broadly classified into three lines of business: (i) collection
services; (ii) disposal services, which include transfer stations and landfills; and (iii) recycling services. The solid waste
management business is locally executed where the geographic footprint, density of collection routes, degree of vertical
integration, and regional demographic trends drive success. We serve both primary (densely populated) and secondary (less
populated) markets. While primary markets typically offer highly efficient route densities, secondary markets provide other
important advantages, such as less competition, greater opportunities to gain market share through new business and
consolidation, and generally higher and more stable pricing.
Our operations are managed through three regional offices located in the South, Midwest and East regions of the United States.
Each of the regions has a diversified portfolio of collection, transfer, landfill and recycling operations. The collection and
disposal operations within each of these operating regions are supervised by regional vice presidents with extensive experience
in growing, operating and managing solid waste management companies within their local markets. Each regional vice
president works with and supervises several district and general managers who manage facilities and operations.
The services we provide include non-hazardous solid waste collection, transfer, recycling and disposal services for residential,
commercial and industrial customers, as described below. The following table shows revenues (in millions) contributed by
these services for each of the three years presented:
Collection
Disposal
Sale of recyclables
Fuel fees and environmental fees
Other
Intercompany eliminations
Total
Year ended December 31,
2014
2013
2012
$
$
950.8
492.8
33.5
92.8
95.5
(262.4)
1,403.0
67.8 % $
35.1 %
2.4 %
6.6 %
6.8 %
(18.7)%
100.0 % $
897.3
453.8
35.9
81.5
95.2
(244.6)
1,319.1
68.0 % $
34.4 %
2.7 %
6.2 %
7.2 %
(18.5)%
100.0 % $
370.8
168.1
16.6
25.3
44.0
(86.9)
537.9
68.9 %
31.3 %
3.1 %
4.7 %
8.2 %
(16.2)%
100.0 %
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Collection Services. We serve approximately 302,000 commercial and industrial customers, over 2.7 million residential
customers and 732 municipalities through our 93 collection operations. We internalize 64% of the waste into our own landfills.
Approximately 10% of our routed trucks are CNG, which significantly reduce carbon emissions compared to diesel-fueled
collection trucks.
For commercial and industrial (“C&I”) operations, we supply our customers with waste containers suitable for their
needs and rent or sell compactors to large waste generators. Contracts with C&I customers are typically three to five years in
length with pricing based on estimated disposal weight and time required to service the account. We generally bill commercial
customers monthly in advance. Industrial customers are generally billed in arrears for our services. The customer generally may
not cancel C&I contracts for a period of 36 to 60 months from the start of service without incurring a cancellation penalty. In
addition, contracts typically are renewed automatically unless the customer specifically requests cancellation. Our C&I
contracts generally allow for rate increases and represent about 36% of our overall collection revenue.
Our construction and demolition (“C&D”) waste services provide C&D sites with roll-off containers and waste
collection, transportation and disposal services. C&D services are typically provided pursuant to arrangements in which the
customer provides 24-hour advance notice of its disposal needs and is billed on a “per pull” plus disposal basis. While the
majority of our roll-off services are provided to customers under long-term contracts, we generally do not enter into contracts
with our temporary roll-off customers due to the relatively short-term nature of most C&D projects. Our temporary roll-off
customers pay us in arrears for our services. Total C&D revenue represents approximately 25% of our overall collection
revenue.
Our residential collection operations consist of curbside collection of residential refuse from small carts or containers
into collection vehicles for transport to a disposal/recycling site. These services are typically performed either under long-term
contracts with local government entities or on a subscription basis, whereby individual households contract directly with us for
our collection services. Our residential contracts generally allow for rate increases.
We generally secure our contracts with municipalities through a competitive bid process and such contracts give us
exclusive rights to service all or a portion of the homes in the respective municipalities. These contracts have an average term
of three to five years or longer. Municipal contracts can be designed as either mandatory or non-mandatory franchises.
Mandatory franchises allow us to become the exclusive provider of waste management services for the areas of the
municipality included in the contract, which requires all residential customers within those areas to use our services for solid
waste collection and disposal. Non-mandatory franchises allow us to retain the exclusive right to service the specified areas of
the municipality, with no competitor permitted to offer services to residential customers, but residential customers may choose
not to use our services.
The fees that we receive for residential collection on an individual subscription basis are based primarily on market
factors, frequency and type of service, the distance to the disposal facility and the cost of disposal. In general, subscription
residential collection fees are paid quarterly in advance by the residential customers receiving the service. Residential revenue
represents approximately 39% of our overall collection revenue.
Disposal Services. Landfill disposal services represent the final stage in our vertically integrated waste collection and disposal
services solution. We own or operate 32 municipal solid waste (“MSW”) landfills, and 10 C&D landfills at December 31, 2014,
enabling us to offer comprehensive service to our customers. Our landfills average approximately 16.2 million tons of waste
annually, of which 64% of the volume is internalized from our collection operations and transfer stations as of December 31,
2014. We charge tipping fees to third parties.
As of December 31, 2014, our landfills had approximately 285.7 million cubic yards of utilized airspace and total permitted
and deemed airspace of approximately 825.0 million cubic yards. Our active landfills that are currently accepting waste have an
average of 29 years of aggregate remaining permitable and deemed permitable life with a capacity utilization of 40%. The in-
place capacity of our landfills is subject to change based on engineering factors, requirements of regulatory authorities, our
ability to continue to operate our landfills in compliance with applicable regulations and our ability to successfully renew
operating permits and obtain expansion permits at our sites. Some of our landfills accept non-hazardous special waste,
including utility ash, asbestos and contaminated soils.
Most of our active landfill sites have the potential for expanded disposal capacity beyond the currently permitted acreage. We
monitor the availability of permitted disposal capacity at each of our landfills and evaluate whether to pursue an expansion at a
given landfill based on estimated future waste volumes and prices, market needs, remaining capacity and the likelihood of
obtaining an expansion. To satisfy future disposal demand, we are currently seeking to expand permitted capacity at certain of
our landfills. However, we cannot assure you that all proposed or future expansions will be permitted as designed.
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We also have responsibility for five closed landfills, for which we have associated closure and post-closure obligations.
As part of our vertically integrated solid waste disposal services, we operate 77 transfer stations. Transfer stations receive,
consolidate and transfer solid waste to landfills and recycling facilities. Transfer stations enable us to:
•
•
•
•
•
increase the operational reach of our landfill operations;
increase the volume of revenue-generating disposal at our landfills;
achieve greater leverage in negotiating more favorable disposal rates at landfills that we do not operate;
improve efficiency of collection, personnel and equipment; and
build relationships with municipalities and other operators that deliver waste to our transfer stations, leading to
additional growth and acquisition opportunities.
Revenue at transfer stations is primarily generated by charging tipping or disposal fees. Our collection operations deposit waste
at these transfer stations, as do other private and municipal haulers, for compaction and transfer to disposal sites or material
recovery facilities. Transfer stations provide collection operations with a cost-effective means to consolidate waste and reduce
transportation costs while providing our landfill sites with an additional “gate” to extend the geographic reach of a particular
landfill site with the goal of increased internalization.
Recycling Services. We are focused on opportunistically developing our base of recycling facilities. There has been a growing
interest in recycling, which is driven by public and private markets that are placing environmental stewardship as a top priority.
This is evidenced by requests for proposals that incorporate alternate methods to manage the collection, processing and
disposal of waste.
We have a network of 24 recycling facilities that we manage or operate. These facilities generate revenue through the
collection, processing and sale of old corrugated cardboard (“OCC”), old newspaper (“ONP”), mixed paper, aluminum, glass
and other materials. These recyclable materials are internally collected by our residential and industrial collection operations as
well as third-party haulers.
Fuel and Environmental Fees. The amounts charged for collection, disposal, transfer, and recycling services may include fuel
fees and environmental fees. Fuel fees and environmental fees are not designed to be specific to the direct costs and expense to
service an individual customer’s account, but rather are designed to address and to help recover for changes in Advanced
Disposal’s overall cost structure and to achieve an operating margin acceptable to Advanced Disposal.
Other Services. Other revenue is comprised of ancillary revenue-generating activities, such as landfill gas-to-energy operations
at municipal solid waste landfills, management of third-party owned landfills, customer service charges relating to overdue
payments and customer administrative fees relating to customers who request paper copies of invoices rather than opting for
electronic invoices and broker revenue, which is earned by managing waste services for our customers.
Customers
We provide services to a broad base of commercial, industrial, municipal and residential customers. No single customer
individually accounted for more than 5% of our consolidated revenue in 2014.
Competition
Although we operate in a highly competitive industry, entry into our business and the ability to operate profitably require
substantial amounts of capital and managerial experience. Competition in the non-hazardous solid waste industry comes from a
few large, national publicly owned companies, several regional publicly and privately owned solid waste companies, and
thousands of small privately owned companies. In any given market, competitors may have larger operations and greater
resources. In addition to national and regional firms and numerous local companies, we compete with municipalities that
maintain waste collection or disposal operations. These municipalities may have financial advantages due to the availability of
tax revenue and tax-exempt financing.
We compete for collection accounts primarily on the basis of price and the quality of our services. From time to time, our
competitors reduce the price of their services in an effort to expand market share or to win a competitively bid municipal
contract. Our ability to maintain and increase prices in certain markets may be impacted by our competitors’ pricing policies.
This may have an impact on our future revenue and profitability.
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Seasonality and Severe Weather
Based on historic trends, we expect our operating results to vary seasonally, with revenues typically lowest in the first quarter,
higher in the second and third quarters, and lower in the fourth quarter than in the second and third quarters. This seasonality
reflects the lower volume of solid waste generated during the late fall, winter and early spring because of decreased
construction and demolition activities during the winter months in the U.S., and reduced drilling activity during harsh weather
conditions. Conversely, mild winter weather conditions may reduce demand for oil and natural gas, which may cause some of
our mining and exploration customers to curtail their drilling programs, which could result in production of lower volumes of
waste.
Adverse winter weather conditions slow waste collection activities, resulting in higher labor and operational costs. Greater
precipitation in the winter increases the weight of collected waste, resulting in higher disposal costs, which are calculated on a
per ton basis and increased leachate disposal costs. Certain weather conditions, including severe storms, may result in
temporary suspension of our operations, which can significantly impact the operating results of the affected areas. Conversely,
weather-related occurrences and other "event-driven" waste projects can boost revenues through heavier weight loads or
additional work for a limited time period. These factors impact period-to-period comparisons of financial results.
Regulation
Our facilities and operations are subject to a variety of federal, state and local requirements that regulate the environment,
public health, safety, zoning and land use. Operating and other permits, licenses and other approvals are required for landfills
and transfer stations, recycling facilities, certain solid waste collection vehicles, fuel storage tanks and other facilities that we
own or operate. These permits are subject to denial, revocation, suspension, modification and renewal in certain circumstances.
Federal, state and local laws and regulations vary, but generally govern wastewater or storm water discharges, air emissions, the
handling, transportation, treatment, storage and disposal of hazardous and non-hazardous waste, and the remediation of
contamination associated with the release or threatened release of hazardous substances. These laws and regulations provide
governmental authorities with strict powers of enforcement, which include the ability to revoke or decline to renew
environmental or other permits, obtain injunctions, or impose fines or penalties in the event of violations, including criminal
penalties. The United States Environmental Protection Agency (the “EPA”) and various other federal, state and local authorities
administer these regulations.
We strive to conduct our operations in compliance with applicable laws, regulations and permits. However, from time to time
we have been issued notices and citations from governmental authorities that have resulted in fines, penalties, the need to
expend funds for compliance with environmental laws and regulations, remedial work and related activities at various landfills
and other facilities. We cannot assure you that citations and notices will not be issued in the future or that any such notice or
citation will not have a material effect on our operations or results.
Federal Regulation. The following summarizes the primary federal environmental and occupational health and safety-related
statutes that affect our facilities and operations:
The Resource Conservation and Recovery Act of 1976 ("RCRA"), as amended, regulates handling, transporting and disposing
of hazardous and non-hazardous waste and delegates authority to states to develop programs to ensure the safe disposal of solid
waste. In 1991, the EPA issued its final regulations under Subtitle D of RCRA, which set forth minimum federal performance
and design criteria for solid waste landfills. These regulations are typically implemented by the states, although states can
impose requirements that are more stringent than the Subtitle D standards. We incur costs in complying with these standards in
the ordinary course of our operations.
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, ("CERCLA") which is
also known as Superfund, provides for authorized federal authorities to respond directly to releases or threatened releases of
hazardous substances into the environment that have created actual or potential environmental hazards. CERCLA's primary
means for addressing such releases is to impose strict liability for cleanup of certain contaminated or disposal sites upon current
and former site owners and operators, generators of the hazardous substances at the site and transporters who selected the
disposal site and transported substances thereto. Liability under CERCLA is not dependent on the intentional release of
hazardous substances; it can be based upon the release or threatened release, even as a result of lawful, unintentional and non-
negligent action, of hazardous substances as the term is defined by CERCLA and other applicable statutes and regulations. The
EPA may issue orders requiring responsible parties to perform response actions at sites, or the EPA may seek recovery of funds
expended or to be expended in the future at sites. Liability may include contribution for cleanup costs incurred by a defendant
in a CERCLA civil action or by an entity that has previously resolved its liability to federal or state regulators in an
administrative or judicially-approved settlement. Liability under CERCLA could also include obligations to a potentially
responsible party, or PRP, that voluntarily expends site clean-up costs. Further, liability for damage to publicly-owned natural
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resources may also be imposed. We are subject to potential liability under CERCLA as an owner or operator of facilities at
which hazardous substances have been disposed and as a generator or transporter of hazardous substances disposed of at other
locations.
The Federal Water Pollution Control Act of 1972, as amended, known as the Clean Water Act, regulates the discharge of
pollutants into streams, rivers, groundwater, or other surface waters from a variety of sources, including solid and hazardous
waste disposal sites. If run-off from our operations may be discharged into surface waters, the Clean Water Act requires us to
apply for and obtain discharge permits, conduct sampling and monitoring, and, under certain circumstances, reduce the quantity
of pollutants in those discharges. In 1990, the EPA issued additional standards for management of storm water runoff that
require landfills and other waste-handling facilities to obtain storm water discharge permits. In addition, if a landfill or other
facility discharges wastewater through a sewage system to a publicly-owned treatment works, the facility must comply with
discharge limits imposed by the treatment works. Also, before the development or expansion of a landfill can alter or affect
wetlands, a permit may have to be obtained providing for mitigation or replacement wetlands. The Clean Water Act provides
for civil, criminal and administrative penalties for violations of its provisions.
The Clean Air Act of 1970, as amended, provides for increased federal, state and local regulation of the emission of air
pollutants. Certain of our operations are subject to the requirements of the Clean Air Act, including large municipal solid waste
landfills and landfill gas-to-energy facilities. In 1996 the EPA issued new source performance standards ("NSPS") and emission
guidelines ("EG") controlling landfill gases from new and existing large landfills. In January 2003, the EPA issued Maximum
Achievable Control Technology ("MACT") standards for municipal solid waste landfills subject to the NSPS. These regulations
impose limits on air emissions from large municipal solid waste landfills, subject most of our large municipal solid waste
landfills to certain operating permit requirements under Title V of the Clean Air Act and, in many instances, require installation
of landfill gas collection and control systems to control emissions or to treat and utilize landfill gas on- or off-site. The EPA
entered into a settlement agreement with the Environmental Defense Fund to evaluate the 1996 NSPS for new landfills as
required by the Clean Air Act every eight years and revise them if deemed necessary. The EPA published a proposed NSPS rule
July 17, 2014 and plans to finalize this rule by March 31, 2015. When the EPA issues the final rule, we will re-assess the capital
and operating cost impact to our operations. Should the EPA fail to address to propose an EG rule for existing landfills by
March 31, 2015 and finalize this rule by March 2016. If the EPA were to adopt more stringent requirements, capital
expenditures and operating costs would increase. However, we do not believe that the regulatory changes would have a
material adverse impact on our business as a whole.
In 2010, the EPA issued the Prevention of Significant Deterioration ("PSD") and Title V Greenhouse Gas ("GHG") Tailoring
Rule, which expanded the EPA's federal air permitting authority to include the six GHGs, including methane and carbon
dioxide. The rule sets new thresholds for GHG emissions that define when Clean Air Act permits are required. The
requirements of these rules have not significantly affected our operations or cash flows, due to the tailored thresholds and
exclusions of certain emissions from regulation.
In June 2013, the U.S. Supreme Court issued a decision that significantly limited the applicability and scope of EPA permitting
requirements for GHGs from stationary sources, concluding that: the EPA may not treat GHGs as an air pollutant for purposes
of determining whether a source is required to obtain a PSD or Title V permit; and the EPA can continue to require that PSD
permits otherwise required based on emissions of conventional pollutants contain limitations on GHG emissions based on Best
Available Control Technology ("BACT"). Following this ruling, the EPA issued a policy memorandum advising that it intends
to propose exempting biogenic carbon dioxide emissions from waste-derived feedstocks (municipal solid waste and landfill
gas) from PSD and Title V air permitting. The EPA anticipates basing this proposal on the rationale that those emissions are
likely to have minimal or no net atmospheric contributions, or even reduce such impacts, when compared to an alternate
method of disposal. As a result of this U.S. Supreme Court ruling and EPA policy action, the anticipated impact of the PSD and
Title V GHG Tailoring Rule on our air permits, compliance and results of operations is not expected to have a material impact
on our operations or results.
Other recent final and proposed rules to increase the stringency of certain National Ambient Air Quality Standards, such as the
Ozone rule proposed in December 2014, and related PSD increment/significance thresholds could affect the cost, timeliness
and availability of air permits for new and modified large municipal solid waste landfills and landfill gas-to-energy facilities. In
general, controlling emissions involves installing collection wells in a landfill and routing the gas to a suitable energy recovery
system or combustion device. At December 31, 2014, we had five active projects at solid waste landfills where landfill gas was
captured and utilized for its renewable energy value rather than flared. Efforts to curtail the emission of GHGs and to
ameliorate the effect of climate change may require our landfills to deploy more stringent emission controls, with associated
capital or operating costs; however, we do not believe that such regulations will have a material adverse impact on our business
as a whole. The adoption of climate change legislation or regulations restricting emissions of greenhouse gases could increase
our costs to operate.
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The EPA recently clarified in its November 2014 policy memorandum that states may rely on waste-derived biogenic
feedstocks in their future proposed compliance plans required by the proposed Clean Power Plan rules. This recognition by the
EPA may create new or expanded opportunities for renewable energy projects.
Potential climate change and GHG regulatory initiatives have influenced our business strategy to provide low-carbon services
to our customers, and we increasingly view our ability to offer lower carbon services as a key component of our business
growth. If the U.S. were to impose a carbon tax or other form of GHG regulation increasing demand for low-carbon service
offerings in the future, the services we are developing will be increasingly valuable.
In 2011, the EPA published the Non-Hazardous Secondary Materials ("NHSM") Rule, which provides the standards and
procedures for identifying whether NHSM are solid waste under RCRA when used as fuels or ingredients in combustion units.
The EPA also published new source performance standards and emission guidelines for commercial and industrial solid waste
incineration units, and Maximum Achievable Control Technology Standards for commercial and industrial boilers. The EPA
published clarifications and amendments to these rules in 2013, and there is litigation surrounding the rules. Although the
recently published amendments are generally favorable to our industry, some of the potential regulatory interpretations are
undergoing review and other regulatory outcomes may be dependent on case-by-case administrative determinations. These
could have a significant impact on some of our projects in which we are seeking to convert biomass or other secondary
materials into products, fuels or energy. Therefore, it is not possible to quantify the financial impact of these rulemakings or
pending administrative determinations at the present time. However, we believe the rules and administrative determinations
will not have a material adverse impact on our business as a whole and are more likely to facilitate our efforts to reuse or
recover energy value from secondary material streams.
In December 2014, the EPA issued a final rule regulating the disposal and beneficial use of coal combustion residuals ("CCR").
The regulations encourage beneficial use of CCR in encapsulated uses (e.g., used in cement or wallboard), and use according to
established industry standards (e.g., application of sludge for agricultural enrichment). The EPA also deemed disposal and
beneficial use of CCR at permitted municipal solid waste landfills exempt from the new regulations because the RCRA Subtitle
D standards applicable at municipal solid waste landfills provide at least equivalent protection. The new standards are
consistent with our approach to handling CCR at our sites currently, and we believe the new standards will provide a potential
growth opportunity for the Company. States may impose standards more stringent than the federal program, and we will be
monitoring state implementation to determine impact.
Additionally, emission and fuel economy standards have been imposed on manufacturers of transportation vehicles (including
waste collection vehicles). The EPA continues to evaluate and develop regulations to increase fuel economy standards and
reduce vehicle emissions; such regulations could increase the costs of operating our fleet, but we do not believe any such
regulations would have a material adverse impact on our business as a whole.
The Occupational Safety and Health Act of 1970, as amended, ("OSHA") establishes certain employer responsibilities,
including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with
standards promulgated by the Occupational Safety and Health Administration, and various reporting and record keeping
obligations as well as disclosure and procedural requirements. Various standards for notices of hazards, safety in excavation
and demolition work and the handling of asbestos, may apply to our operations. The Department of Transportation and OSHA,
along with other federal agencies, have jurisdiction over certain aspects of hazardous materials and hazardous waste, including
safety, movement and disposal. Various state and local agencies with jurisdiction over disposal of hazardous waste may seek to
regulate movement of hazardous materials in areas not otherwise preempted by federal law.
State and Local Regulation. Each state in which we operate has its own laws and regulations governing solid waste disposal,
water and air pollution, and, in most cases, releases and cleanup of hazardous substances and liabilities for such matters. States
also have adopted regulations governing the design, operation, maintenance and closure of landfills and transfer stations. Some
counties, municipalities and other local governments have adopted similar laws and regulations. In addition, our operations
may be affected by the trend in many states toward requiring solid waste reduction and recycling programs. For example,
several states have enacted laws that require counties or municipalities to adopt comprehensive plans to reduce, through solid
waste planning, composting, recycling or other programs, the volume of solid waste deposited in landfills. Additionally, laws
and regulations restricting the disposal of certain waste in solid waste landfills, including yard waste, newspapers, beverage
containers, unshredded tires, lead-acid batteries, electronic wastes and household appliances, have been adopted in several
states and are being considered in others. Legislative and regulatory measures to mandate or encourage waste reduction at the
source and waste recycling also have been or are under consideration by the U.S. Congress and the EPA.
To construct, operate and expand a landfill, we must obtain one or more construction or operating permits, as well as zoning
and land use approvals. These permits and approvals may be burdensome to obtain and to comply with, are often opposed by
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neighboring landowners and citizens’ and environmental groups, may be subject to periodic renewal, and are subject to denial,
modification, non-renewal and revocation by the issuing agency. Significant compliance disclosure obligations often
accompany these processes. In connection with our acquisition of existing landfills, we may be required to spend considerable
time, effort and money to bring the acquired facilities into compliance with applicable requirements and to obtain the permits
and approvals necessary to increase their capacity. While we typically take into account the costs to bring an asset into
compliance with applicable requirements during the acquisition process, we may incur costs beyond those estimated in the pre-
acquisition stage.
Other Regulations. Many of our facilities own and operate above ground or underground storage tanks that are generally used
to store petroleum-based products. These tanks are subject to federal, state and local laws and regulations that mandate their
periodic testing, upgrading, closure and removal. In the event of leaks or releases from these tanks, these regulations require
that polluted groundwater and soils be remediated. While we believe that all of our underground storage tanks currently meet
applicable regulatory requirements in all material respects, there can be no guarantee that some tanks will not fail to meet such
requirements in the future. We maintain a storage tank liability policy which, subject to limitations and exclusions, provides
coverage for first-party remediation and third-party claims.
With regard to our solid waste transportation operations, we are subject to the jurisdiction of the Surface Transportation Board
and are regulated by the Federal Highway Administration, Office of Motor Carriers, and by regulatory agencies in states that
regulate such matters. Various state and local government authorities have adopted, or are considering adopting, laws and
regulations that would restrict the transportation of solid waste across state, county, or other jurisdiction lines. In 1978, the U.S.
Supreme Court ruled that a law that restricts the importation of out-of-state solid waste is unconstitutional; however, states have
attempted to distinguish proposed laws from those involved in and implicated by that ruling. In 1994, the U.S. Supreme Court
ruled that a flow control law, which attempted to restrict solid waste from leaving its place of generation, imposes an
impermissible burden upon interstate commerce and is unconstitutional. However, in 2007, the U.S. Supreme Court upheld the
right of a local government to direct the flow of solid waste to a publicly owned and publicly operated waste facility. A number
of county and other local jurisdictions have enacted ordinances or other regulations restricting the free movement of solid waste
across jurisdictional boundaries. Other governments may enact similar regulations in the future. These regulations may, in some
cases, cause a decline in volumes of waste delivered to our landfills or transfer stations and may increase our costs of disposal.
Emissions from Natural Gas Fueling and Infrastructure. We operate a fleet of 234 compressed natural gas (“CNG”) vehicles
and we plan to continue to transition a portion of our collection fleet from diesel fuel to CNG, in locations where it is cost
beneficial. We have constructed and operate natural gas fueling stations. Concerns have been raised about the potential for
emissions from the fueling stations and infrastructure that serve natural gas-fueled vehicles. Additional regulation of, or
restrictions on, CNG fueling infrastructure or reductions in associated tax incentives could increase our operating costs. We are
not yet able to evaluate potential operating changes or costs associated with such regulations, but we do not anticipate that such
regulations would have a material adverse impact on our business or our current plan to continue transitioning to CNG
vehicles.
Liabilities Established for Landfill and Environmental Costs. We have established reserves for landfill and environmental
costs, which include landfill site final capping, closure and post-closure costs. We periodically reassess such costs based on
various methods and assumptions regarding landfill airspace and the technical requirements of Subtitle D of RCRA, and we
adjust our rates used to expense final capping, closure and post-closure costs accordingly. Based on current information and
regulatory requirements, we believe that our recorded reserves for such landfill and environmental expenditures are adequate.
However, environmental laws and regulations may change, and we cannot assure you that our recorded reserves will be
adequate to cover requirements under existing or new environmental laws and regulations, future changes or interpretations of
existing laws and regulations, or adverse environmental conditions previously unknown to us.
Liability Insurance and Bonding
The nature of our business exposes us to the risk of liabilities arising out of our operations, including possible damages to the
environment. Such potential liabilities could involve, for example, claims for remediation costs, personal injury, property
damage and damage to the environment, claims of employees, customers or third parties for personal injury or property damage
occurring in the course of our operations; or claims alleging negligence or other wrongdoing in the planning or performance of
work. We also could be subject to fines and civil and criminal penalties in connection with alleged violations of regulatory
requirements which could be significant. Our solid waste operations have third-party environmental liability insurance with
limits in excess of those required by permit regulations, subject to certain limitations and exclusions. However, we cannot
assure you that our environmental liability insurance would be adequate, in scope or amount, in the event of a major loss, nor
can we assure you that we would continue to carry excess environmental liability insurance should market conditions in the
insurance industry make such coverage costs prohibitive.
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We maintain general liability, vehicle liability, employment practices liability, fiduciary liability, pollution liability, directors
and officers’ liability, workers’ compensation and employer’s liability coverage, as well as umbrella liability policies to provide
excess coverage over the underlying limits contained in these primary policies. We also carry property insurance. Although we
try to operate safely and prudently and we have, subject to limitations and exclusions, substantial liability insurance, we cannot
assure you that we will not be exposed to uninsured liabilities that could have a material adverse effect on our consolidated
financial condition, results of operations and cash flows.
Our insurance programs for workers’ compensation, general liability, vehicle liability and employee-related health care benefits
are effectively self-insured. Claims in excess of self-insurance levels are insured subject to the excess policy limits and
exclusions. Accruals are based on claims filed and actuarial estimates of claims development and claims incurred but not
reported. Due to the variable condition of the insurance market, we have experienced, and may experience in the future,
increased self-insurance retention levels and increased premiums. As we assume more risk for self-insurance through higher
retention levels, we may experience more variability in our self-insurance reserves and expense.
In the normal course of business, we post performance bonds, insurance policies, letters of credit, or cash or marketable
securities deposits in connection with municipal residential collection contracts, closure and post-closure of landfills,
environmental remediation, environmental permits and business licenses and permits as a financial guarantee of our
performance. To date, we have satisfied financial responsibility requirements by making cash or marketable securities deposits
or by obtaining bank letters of credit, insurance policies or surety bonds. The amount of surety bonds issued by third parties at
December 31, 2014 was $705.9, our outstanding letters of credit amounted to $58.1 and the cash collateral posted for closure
and post-closure landfill obligations amounted to $0.2.
Employees
As of December 31, 2014, we had approximately 5,400 employees, approximately 13.5% of whom were covered by collective
bargaining agreements. From time to time, our operating locations may experience union organizing efforts. We have not
historically experienced any significant work stoppages. We currently have no disputes or bargaining circumstances that we
believe could cause significant disruptions in our business. Our management believes we have good relations with our
employees.
AVAILABLE INFORMATION
Our corporate website address is http://www.advanceddisposal.com. The information on our website is not incorporated by
reference in this annual report on Form 10-K. We make our reports on Forms 10-K, 10-Q and 8-K and any amendments to such
reports available on our website free of charge as soon as reasonably practicable after we file them with or furnish them to the
Securities and Exchange Commission, or SEC. The public may read and copy any materials we file with the SEC at the SEC’s
Public Reference Room at 100 F Street, NE, Washington, DC, 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet website at http://
www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC.
ITEM 1A.
RISK FACTORS
We have a history of losses and may not achieve or sustain profitability in the future.
We incurred net losses of $17.1, $117.8 and $192.6 for the years ending December 31, 2014, 2013 and 2012, respectively. We
may not achieve profitability in the foreseeable future, if at all. Although our revenue has increased significantly in recent
periods, we may not be able to sustain this revenue growth. In addition, our operating expenses have increased with our
revenue growth.
We operate in a highly competitive industry and may not be able to compete effectively with larger and better capitalized
companies and governmental service providers.
Our industry is highly competitive and requires substantial labor and capital resources. Some of the markets in which we
compete or plan to compete are served by one or more large, national companies, as well as by regional and local companies of
varying sizes and resources, some of which may have accumulated substantial goodwill in their markets. Some of our
competitors may also be better capitalized than we are, have greater name recognition than we do or be able to provide or be
willing to bid their services at a lower price than we may be willing to offer. Our inability to compete effectively could hinder
our growth or adversely impact our operating results.
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We also compete with counties, municipalities and solid waste districts that maintain or could in the future choose to maintain
their own waste collection and disposal operations, including through the implementation of flow control ordinances or similar
legislation. These operators may have financial advantages over us because of their access to user fees and similar charges, tax
revenues, tax-exempt financing or government subsidies.
Our results are vulnerable to economic conditions.
Our business and financial results would be harmed by downturns in the general economy, or in the economy of the regions in
which we operate as well as other factors affecting those regions. In an economic slowdown, we experience the negative
effects of decreased waste generation, increased competitive pricing pressure, customer turnover, and reductions in customer
service requirements. Two lines of business that could see a more immediate impact would be construction and demolition and
special waste disposal. In addition, a weaker economy may result in declines in recycled commodity prices. Worsening
economic conditions or a prolonged or recurring economic recession could adversely affect our operating results and expected
seasonal fluctuations. Further, we cannot assure you that any improvement in economic conditions after such a downturn will
result in positive, improvement in our operating results or cash flows.
We may lose contracts through competitive bidding, early termination or governmental action.
We derive a significant portion of our revenues from market areas where we have exclusive arrangements, including municipal
contracts and franchise agreements. A portion of our municipal contracts and franchise agreements are for a specified term and
are or will be subject to competitive bidding in the future. Although we intend to bid on additional municipal contracts and
franchise agreements, we may not always, or ever, be the successful bidder. In addition, some or all of our customers, including
municipalities, may terminate their contracts with us prior to their scheduled expiration dates. Similar risks may affect contracts
that we are awarded to operate municipally owned assets, such as landfills.
Governmental action may also affect our exclusive arrangements. Municipalities may annex unincorporated areas within
counties where we provide collection services. As a result, our customers in such annexed areas may be required to obtain
services from competitors that have been franchised by the annexing municipalities to provide those services. In addition,
municipalities in which we provide services on a competitive basis may elect to franchise those services. Unless we are
awarded franchises by these municipalities, we will lose customers. Municipalities may also decide to directly provide services
to their residents, on an optional or mandatory basis, which may cause us to lose customers. If we are not able to replace lost
revenues resulting from unsuccessful competitive bidding, early termination or the renegotiation of existing contracts with
other revenues within a reasonable time period, our results of operations and financial condition could be adversely affected.
Some of our customers, including governmental entities, have suffered financial difficulties affecting their credit risk, which
could negatively impact our operating results.
We provide service to a number of governmental entities and municipalities, some of which have suffered significant financial
difficulties due to the downturn in the economy, reduced tax revenue and/or high cost structures. Some of these entities could
be unable to pay amounts owed to us or renew contracts with us at previous or increased rates.
Many non-governmental customers have also suffered serious financial difficulties, including bankruptcy in some cases.
Purchasers of our recyclable commodities can be particularly vulnerable to financial difficulties in times of commodity price
volatility. The inability of our customers to pay us in a timely manner or to pay increased rates, particularly large national
accounts, could negatively affect our operating results.
Our financial and operating performance may be affected by the inability in some instances to renew landfill operating
permits, obtain new landfills or expand existing ones. Further, the cost of operation and/or future construction of our
existing landfills may become economically unfeasible causing us to abandon or cease operations.
We currently own or operate 42 active landfills. Our ability to meet our financial and operating objectives may depend in part
on our ability to acquire, lease or renew landfill operating permits, expand existing landfills and develop new landfill sites. It
has become increasingly difficult and expensive to obtain required permits and approvals to build, operate and expand solid
waste management facilities, including landfills and transfer stations. Operating permits for landfills in states where we operate
generally must be renewed periodically (typically, every five to ten years). These operating permits often must be renewed
several times during the permitted life of a landfill pursuant to a process that is often time-consuming, requires numerous
hearings and compliance with zoning, environmental and other requirements, is frequently challenged by special interest and
other groups and may result in the denial of a permit or renewal, the award of a permit or renewal for a shorter duration than we
believed was otherwise required by law or the imposition of burdensome terms and conditions that may adversely affect our
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results of operations. We may not be able to obtain new landfill sites in order to expand into new, non-exclusive markets or
expand existing landfill sites in order to support acquisitions and internal growth in our existing markets because increased
volumes would further shorten the lives of these landfills. In July 2013, we were ordered to close certain existing landfill space
in cell three at our Moretown landfill facility. Refer to Item 7. “Management's Discussion and Analysis of Financial Condition
and Results of Operations —Critical Accounting Policies and Estimates—Landfill Accounting—Amortization of Landfill
Assets” for further information related to the order.
We could be precluded from entering into or maintaining permits or certain contracts if we are unable to obtain sufficient
third-party financial assurance or adequate insurance coverage.
Public solid waste collection, recycling and disposal contracts, obligations associated with landfill closure and post-closure
monitoring typically require us to obtain performance or surety bonds, letters of credit or other means of financial assurance to
secure our contractual performance. We currently obtain performance and surety bonds from multiple sources. However, if we
are unable to obtain financial assurance in the future in sufficient amounts from appropriately rated sureties or at acceptable
rates, we could be precluded from entering into additional municipal contracts or from obtaining or retaining landfill
management contracts or operating permits. Any future difficulty in obtaining insurance could also impair our ability to secure
future contracts conditioned upon having adequate insurance coverage.
Our accruals for our landfill site closure and post-closure costs may be inadequate.
We are required to pay capping, closure and post-closure maintenance costs for our landfill sites. Our obligations to pay closure
or post-closure costs may exceed the amount we have accrued and reserved and other amounts available from funds or reserves
established to pay such costs. In addition, subsequent to the completion or closure of a landfill site, we may be liable for
unforeseen environmental problems, which could result in our payment of substantial remediation costs that could adversely
affect our financial condition or operating results.
Our business requires a high level of capital expenditures.
Our business is capital-intensive. We must use a substantial portion of our cash flows from operating activities toward capital
expenditures, which reduces our flexibility to use such cash flows for other purposes, such as reducing our indebtedness. Our
capital expenditures could increase if we make acquisitions or further expand our operations or as a result of factors beyond our
control, such as changes in federal, state, local or non-U.S. governmental requirements. The amount that we spend on capital
expenditures may exceed current expectations, which may require us to obtain additional funding for our operations or impair
our ability to grow our business.
We may engage in strategic acquisitions in the future, which may pose significant risks and could have an adverse effect on
our operations.
We may engage in acquisitions in order to acquire or develop additional disposal capacity or businesses that are complementary
to our core business strategy. If we identify suitable acquisition candidates, we may be unable to negotiate successfully their
acquisition at a price or on terms and conditions acceptable to us, including as a result of the limitations imposed by our debt
obligations. We may have to borrow money or incur liabilities in order to finance any future obligations and we may not be able
to do so on terms favorable to us or at all. In addition, we may be unable to obtain the necessary regulatory approvals to
complete potential acquisitions. The integration of acquired businesses and other assets may require significant management
time and resources that would otherwise be available for the ongoing management of our existing operations. Furthermore,
acquired assets may be subject to liabilities and risks that were not identified at the time they were acquired.
The seasonal nature of our business and "event-driven" waste projects cause our results to fluctuate.
Based on historic trends, we expect our operating results to vary seasonally, with revenues typically lowest in the first quarter,
higher in the second and third quarters, and lower in the fourth quarter than in the second and third quarters. This seasonality
reflects the lower volume of solid waste generated during the late fall, winter and early spring because of decreased
construction and demolition activities during the winter months in the U.S., and reduced drilling activity during harsh weather
conditions. Conversely, mild winter weather conditions may reduce demand for oil and natural gas, which may cause our
customers to curtail their drilling programs, which could result in production of lower volumes of waste.
Adverse winter weather conditions slow waste collection activities, resulting in higher labor and operational costs. Greater
precipitation in the winter increases the weight of collected waste, resulting in higher disposal costs, which are calculated on a
per ton basis increased leachate disposal costs. Certain weather conditions, including severe storms, may result in temporary
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suspension of our operations, which can significantly impact the operating results of the affected areas. Conversely, weather-
related occurrences and other "event-driven" waste projects can boost revenues through heavier weight loads or additional work
for a limited time period. These factors impact period-to-period comparisons of financial results.
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.
Individuals, citizens groups, trade associations or environmental activists may bring actions against us in connection with our
operations that could interrupt or limit the scope of our business. See Item 3. “Legal Proceedings.” Many of these matters raise
difficult and complicated factual and legal issues and are subject to uncertainties and complexities. The timing of the final
resolutions to lawsuits, regulatory inquiries, and governmental and other legal proceedings is uncertain. Additionally, the
possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require
substantial payments or other financial obligations. Any adverse outcome in such proceedings could harm our operations and
financial results and create negative publicity, which could damage our reputation and competitive position.
Fuel supply and prices may fluctuate significantly and we may not be able to pass on cost increases to our customers.
The price and supply of fuel can fluctuate significantly based on international, political and economic circumstances, as well as
other factors outside our control, such as actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other
and gas producers, regional production patterns, weather conditions, political instability in oil and gas producing regions and
environmental concerns. We rely on fuel to run our collection and transfer trucks and our equipment used in our transfer
stations and landfill operations. Supply shortages could substantially increase our operating expenses. Additionally, as fuel
prices increase, our direct and indirect operating expenses increase and many of our vendors raise their prices as a means to
offset their own rising costs.
To manage our exposure to volatility in fuel prices, the company enters into fuel derivative contracts as a risk management tool
to mitigate the potential impact of certain market risks associated with fluctuations in fuel prices; however, because energy
prices can fluctuate significantly in a relatively short amount of time, the Company must also continually monitor and adjust its
risk management strategies to address not only fuel price increases, but also fuel price volatility. As evidenced by the extreme
decline in diesel fuel prices during the fourth quarter of 2014, diesel fuel prices are subject to significant volatility based on a
variety of factors. In addition, the cost of these risk management tools generally increases with sustained high potential for
volatility in the fuel market. During 2014, we utilized fuel derivative contracts to manage approximately 4.9 gallons of our fuel
purchases. For fiscal 2015 and 2016, we utilized fuel derivative contracts to manage 23.8 gallons and 13.4 gallons,
respectively.
Over the last several years, regulations have been adopted mandating changes in the composition of fuels for motor vehicles.
The renewable fuel standards that the EPA sets annually affect the type of fuel our motor vehicle fleet uses. Pursuant to the
Energy Independence and Security Act of 2007, EPA establishes annual renewable fuel volume requirements and separate
volume requirements for four different categories of renewable fuels (renewable fuel, advanced biofuel, cellulosic biofuel and
biomass-based diesel). These volume requirements set standards for the proportion of refiners’ or importers’ total fuel volume
that must be renewable and must take into account the fuels’ impact on reducing greenhouse gas emissions. These regulations
are one of many factors that may affect the cost of the fuel we use.
Our operations also require the use of products (such as liners at our landfills) the costs of which may vary with the price of
petrochemicals. An increase in the price of petrochemicals could increase the cost of those products, which would increase our
operating and capital costs. We are also susceptible to increases in indirect fuel fees from our vendors.
We are expanding our CNG truck fleet, which makes us increasingly dependent on the availability of CNG and CNG
fueling infrastructure and vulnerable to CNG prices.
We currently operate a CNG fleet and we plan to continue to transition a portion of our collection fleet from diesel fuel to
CNG. However, CNG is not yet broadly available in North America; as a result, we have constructed and operate natural gas
fueling stations, some of which also serve the public or pre-approved third parties. Until the public and third parties in North
America broadly adopt CNG, which may not be on the timetable we anticipate, it will remain necessary for us to invest capital
in CNG fueling infrastructure in order to power our CNG fleet. Concerns have been raised about the potential for emissions
from fueling infrastructure that serve natural gas-fueled vehicles. New regulation of, or restrictions on, CNG fueling
infrastructure or reductions in associated tax incentives could increase our operating costs.
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Additionally, fluctuations in the price and supply of CNG could substantially increase our operating expenses, and a reduction
in the existing cost differential between CNG and diesel fuel could materially reduce the benefits we anticipate from our
investment in CNG vehicles.
Fluctuations in the prices of commodities may adversely affect our financial condition, results of operations and cash flows.
We collect and process recyclable materials such as paper, cardboard, plastics, aluminum and other metals for sale to third
parties. Our results of operations may be affected by changing prices or market requirements for recyclable materials. The
resale and purchase prices of, and market demand for, recyclable materials fluctuate due to changes in economic conditions and
numerous other factors beyond our control. These fluctuations may affect our financial condition, results of operations and cash
flows.
Increases in labor and disposal and related transportation costs could impact our financial results.
Our continued success will depend on our ability to attract and retain qualified personnel. We compete with other businesses in
our markets for qualified employees. From time to time, the labor supply is tight in some of our markets. A shortage of
qualified employees would require us to enhance our wage and benefits packages to compete more effectively for employees,
to hire more expensive temporary employees or to contract for services with more expensive third-party vendors. Labor is one
of our highest costs and relatively small increases in labor costs per employee could materially affect our cost structure. If we
fail to attract and retain qualified employees, control our labor costs during periods of declining volumes or recover any
increased labor costs through increased prices we charge for our services or otherwise offset such increases with cost savings in
other areas, our operating margins could suffer. Disposal and related transportation costs are a significant cost category for us.
If we incur increased disposal and related transportation costs to dispose of solid waste and if we are unable to pass these costs
on to our customers, our operating results would suffer.
Efforts by labor unions could divert management attention and adversely affect operating results.
From time to time, labor unions attempt to organize our employees. Some groups of our employees are represented by unions,
and we have negotiated collective bargaining agreements with most of these groups. We are currently engaged in negotiations
with other groups of employees represented by unions. Additional groups of employees may seek union representation in the
future. As a result of these activities, we are subject to unfair labor practice charges, complaints and other legal, administrative
and arbitration proceedings initiated against us by unions, the National Labor Relations Board or employees, which could
negatively impact our operating results. Negotiating collective bargaining agreements could divert management attention,
which could also adversely affect operating results. If we are unable to negotiate acceptable collective bargaining agreements,
we may be subject to labor disruptions, such as union-initiated work stoppages, including strikes. Depending on the type and
duration of any labor disruptions, our operating expenses could increase significantly, which could adversely affect our
financial condition, results of operations and cash flows.
We could face significant withdrawal liability if we withdraw either individually or as part of a mass withdrawal from
participation in any underfunded multiemployer pension plans in which we participate.
We participate in a number of “multiemployer” pension plans administered by employer and employee trustees. We make
periodic contributions to these plans pursuant to our various contractual obligations to do so. In the event that we withdraw
from participation in or otherwise cease our contributions to one of these plans, then applicable law regarding withdrawal
liability could require us to make additional contributions to the plan if it is underfunded, and we would have to reflect that as
an expense in our consolidated statement of operations and as a liability on our consolidated balance sheet. Our withdrawal
liability that would be paid to any multiemployer plan would depend on the extent of the plan’s funding of vested benefits. In
the ordinary course of our renegotiation of collective bargaining agreements with labor unions that participate in these plans,
we may decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability. Some
multiemployer plans in which we participate may from time to time have significant underfunded liabilities. Such underfunding
could increase the size of our potential withdrawal liability.
Our indebtedness could adversely affect our financial condition and limit our financial flexibility.
As of December 31, 2014, we had approximately $2,327.2 of gross total indebtedness outstanding, and we may incur additional
debt in the future. This amount of indebtedness could:
•
•
increase our vulnerability to general adverse economic and industry conditions or increases in interest rates;
limit our ability to obtain additional financing or refinancings at attractive rates;
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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;
limit our flexibility in planning for, or reacting to, changes in our business and the industry; and
place us at a competitive disadvantage relative to our competitors with less debt.
Further, our outstanding indebtedness is subject to financial and other covenants, which may be affected by changes in
economic or business conditions or other events that are beyond our control. If we fail to comply with the covenants under any
of our indebtedness, we may be in default under the loan, which may entitle the lenders to accelerate the debt obligations. A
default under one of our loans could result in cross-defaults under our other indebtedness. In order to avoid defaulting on our
indebtedness, we may be required to take actions such as reducing or delaying capital expenditures, reducing or eliminating
dividends or stock repurchases, selling assets, restructuring or refinancing all or part of our existing debt, or seeking additional
equity capital, any of which may not be available on terms that are favorable to us, if at all.
Increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and
reported earnings.
We maintain high deductible insurance policies for automobile, general, employer’s, environmental, directors’ and officers’,
employment practices and fiduciary liability as well as for employee group health insurance, property insurance and workers’
compensation. We carry umbrella policies for certain types of claims to provide excess coverage over the underlying policies
and per incident deductibles. The amounts that we self-insure could cause significant volatility in our operating margins and
reported earnings based on the occurrence and claim costs of incidents, accidents, injuries and adverse judgments. Our
insurance accruals are based on claims filed and estimates of claims incurred but not reported and are developed by our
management with assistance from our third-party actuary and our third-party claims administrator. To the extent these estimates
are inaccurate, we may recognize substantial additional expenses in future periods that would reduce operating margins and
reported earnings. From time to time, actions filed against us include claims for punitive damages, which are generally
excluded from coverage under all of our liability insurance policies. A punitive damage award could have an adverse effect on
our reported earnings in the period in which it occurs. Significant increases in premiums on insurance that we retain also could
reduce our margins.
We may record material charges against our earnings due to any number of events that could cause impairments to our
assets.
In accordance with GAAP, we capitalize certain expenditures and advances relating to disposal site development, expansion
projects, acquisitions, software development costs and other projects. Events that could, in some circumstances, lead to an
impairment include, but are not limited to, shutting down a facility or operation or abandoning a development project or the
denial of an expansion permit. Additionally, declining waste volumes and development of, and customer preference for,
alternatives to traditional waste disposal could warrant asset impairments. If we determine an asset or expansion project is
impaired, we will charge against earnings any unamortized capitalized expenditures and advances relating to such asset or
project reduced by any portion of the capitalized costs that we estimate will be recoverable, through sale or otherwise. We also
carry a significant amount of goodwill on our Consolidated Balance Sheet, which is required to be assessed for impairment
annually, and more frequently in the case of certain triggering events. We may be required to incur charges against earnings if
such impairment tests indicate that the fair value of a reporting unit is below its carrying value. Any such charges could have a
material adverse effect on our results of operations.
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.
Our success depends significantly on the continued individual and collective contributions of our senior, regional and local
management teams. The loss of the services of any member of our senior, regional or local management or the inability to hire
and retain experienced management personnel could have a material adverse effect on us.
If we are not able to develop new service offerings and protect intellectual property or, if a competitor develops or obtains
exclusive rights to a breakthrough technology, our financial results may suffer.
Our existing and proposed service offerings to customers may require that we invest in, develop or license, and protect, new
technologies. Research and development of new technologies often requires significant spending that may divert capital
investment away from our traditional business operations. We may experience difficulties or delays in the research,
development, production or marketing of new products and services, which may negatively impact our operating results and
16
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prevent us from recouping or realizing a return on the investments required to bring new products and services to market.
Further, protecting our intellectual property rights and combating unlicensed copying and use of intellectual property is
difficult, and any inability to obtain or protect new technologies could impact our services to customers and development of
new revenue sources. We and others in the industry are increasingly focusing on new technologies that provide alternatives to
traditional disposal and maximize the resource value of waste. If a competitor develops or obtains exclusive rights to a
breakthrough technology that provides a revolutionary change in traditional waste management, or if we have inferior
intellectual property to our competitors, our financial results may suffer.
We are increasingly dependent on technology in our operations and, if our technology fails, our business could be adversely
affected.
We may experience problems with the operation of our current information technology systems or the technology systems of
third parties on which we rely, as well as the development and deployment of new information technology systems, that could
adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. Inabilities and delays in
implementing new systems can also affect our ability to realize projected or expected cost savings. Despite the implementation
of network security measures, our information technology could be penetrated by outside parties (such as computer hackers or
cyber terrorists) intent on extracting information, corrupting information or disrupting business processes. Such unauthorized
access could disrupt our business and could result in a loss of assets or reputational damage. Additionally, any systems failures
could impede our ability to timely collect and report financial results in accordance with applicable laws.
Our business is subject to operational and safety risks, including the risk of personal injury to employees and others.
Provision of environmental and waste management services involves risks, such as truck accidents, equipment defects,
malfunctions and failures and natural disasters, which could potentially result in releases of hazardous materials, injury or death
of employees and others or a need to shut down or reduce operation of our facilities while remedial actions are undertaken.
These risks expose us to potential liability for pollution and other environmental damages, personal injury, loss of life, business
interruption and property damage or destruction.
While we seek to minimize our exposure to such risks through comprehensive training and compliance programs, as well as
vehicle and equipment maintenance programs, if we were to incur substantial liabilities in excess of any applicable insurance,
our business, results of operations and financial condition could be adversely affected.
The adoption of new accounting standards or interpretations could adversely affect our financial results.
Our implementation of and compliance with changes in accounting rules and interpretations could adversely affect our
operating results or cause unanticipated fluctuations in our results in future periods. The accounting rules and regulations that
we must comply with are complex and continually changing. Recent actions and public comments from the SEC have focused
on the integrity of financial reporting generally. The Financial Accounting Standards Board, or FASB, has recently introduced
several new or proposed accounting standards, or is developing new proposed standards, which would represent a significant
change from current industry practices. In addition, many companies’ accounting policies are being subjected to heightened
scrutiny by regulators and the public. While our financial statements have been prepared in accordance with U.S. generally
accepted accounting principles, we cannot predict the impact of future changes to accounting principles or our accounting
policies on our financial statements going forward.
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.
We are subject to potential liability and restrictions under environmental laws and regulations, including those relating to the
transportation, recycling, treatment, storage and disposal of wastes, discharges of pollutants to air and water, and the
remediation of contaminated soil, surface water and groundwater. Refer to Item 1 "Regulations" for further details. The waste
management industry has been and will continue to be subject to regulation, including permitting and related financial
assurance requirements, as well as attempts to further regulate the industry, including efforts to regulate the emission of
greenhouse gases. Our solid waste operations are subject to a wide range of federal, state and, in some cases, local
environmental, odor and noise and land use restrictions. Further restrictions could include: limitations on siting and
constructing new waste disposal, transfer, recycling or processing facilities or on expanding existing facilities; regulations or
levies on collection and disposal prices, rates and volumes; limitations or bans on disposal or transportation of out-of-state
waste or certain categories of waste; mandates regarding the management of solid waste, including requirements to recycle,
divert or otherwise process certain waste, recycling and other streams; or limitations or restrictions on the recycling, processing
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or transformation of waste, recycling and other streams. Regulations affecting the siting, design and closure of landfills could
require us to undertake investigatory or remedial activities, curtail operations or close landfills temporarily or permanently.
Future changes in these regulations may require us to modify, supplement or replace equipment or facilities. The costs of
complying with these regulations could be substantial. In order to develop, expand or operate a landfill or other waste
management facility, we must have various facility permits and other governmental approvals, including those relating to
zoning, environmental protection and land use. The permits and approvals are often difficult, time consuming and costly to
obtain and could contain conditions that limit our operations.We also have significant financial obligations relating to final
capping, closure, post-closure and environmental remediation at our existing landfills. We establish accruals for these estimated
costs, but we could underestimate such accruals. Environmental regulatory changes could accelerate or increase capping,
closure, post-closure and remediation costs, requiring our expenditures to materially exceed our current accruals.
The United States Congress adoption of legislation allowing restrictions on interstate transportation of out-of-state or out-of-
jurisdiction waste certain types of flow control, or courts interpretations of interstate waste and flow control legislation, could
adversely affect our solid and hazardous waste management services.
Additionally, regulations establishing extended producer responsibility, or EPR, are being considered or implemented in many
places around the world, including in the U.S. EPR regulations are designed to place either partial or total responsibility on
producers to fund the post-use life cycle of the products they create. Along with the funding responsibility, producers may be
required to take over management of local recycling programs by taking back their products from end users or managing the
collection operations and recycling processing infrastructure. There is no federal law establishing EPR in the U.S.; however,
state and local governments could, and in some cases have, taken steps to implement EPR regulations. If wide-ranging EPR
regulations were adopted, they could have a fundamental impact on the waste streams we manage and how we operate our
business, including contract terms and pricing. A significant reduction in the waste, recycling and other streams we manage
could have a material adverse effect on our financial condition, results of operations and cash flows.
Enforcement or implementation of foreign regulations can affect our ability to export products. In 2013, the Chinese
government began to strictly enforce regulations that establish limits on moisture and non-conforming materials that may be
contained in imported recycled paper and plastics. The higher quality expectations resulting from initiatives such as ìOperation
Green Fenceî can drive up operating costs in the recycling industry, particularly for single stream MRFs. Single stream MRFs
process a wide range of commingled materials and tend to receive a higher percentage of non-recyclables, which results in
increased processing and residual disposal costs. If Operation Green Fence or other similar initiatives or new regulations
increase our operating costs in the future, and we are not able to recapture those costs from our customers, such regulations
could have a material adverse effect on our results of operations.
If we are not able to comply with the requirements that apply to a particular facility or if we operate without the necessary
approvals or permits, we could be subject to administrative or civil, and possibly criminal, fines and penalties, and we may be
required to spend substantial capital to bring an operation into compliance, to temporarily or permanently discontinue activities
and/or take corrective actions, possibly including the removal of landfilled materials. We may be liable for any environmental
damage that our current or former facilities cause, including damage to neighboring landowners or residents, particularly as a
result of the contamination of soil, groundwater or surface water, and especially drinking water, or to natural resources. We may
also be liable for any on-site environmental contamination caused by pollutants or hazardous substances whose transportation,
treatment or disposal we or our predecessors arranged or conducted. Those costs or actions could be significant to us and
impact our results of operations, cash flows and available capital. We may not have sufficient insurance coverage for our
environmental liabilities, such coverage may not cover all of the potential liabilities to which we may be subject and we may
not be able to obtain insurance coverage in the future at reasonable expense or at all.
We may make additional acquisitions from time to time in the future, and we have tried and will continue to try to evaluate and
limit environmental risks and liabilities presented by businesses to be acquired prior to the acquisition. It is possible that some
liabilities, including ones that may exist only because of the past operations of an acquired business, may prove to be more
difficult or costly to address than we anticipate.
It is also possible that government officials responsible for enforcing environmental laws and regulations may believe an issue
is more serious than we expect, or that we will fail to identify or fully appreciate an existing liability before we become legally
responsible for addressing it. Some of the legal sanctions to which we could become subject could cause the suspension or
revocation of a needed permit, prevent us from, or delay us in, obtaining or renewing permits to operate or expand our
facilities, or harm our reputation.
Changes in regulations applicable to oil and gas drilling and production could adversely affect our Energy Services
business.
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Energy Services business demand may also be adversely affected if drilling activity slows due to industry conditions beyond
our control, in addition to changes in oil and gas prices. Changes in laws or government regulations regarding GHG emissions
from oil and gas operations and/or hydraulic fracturing could increase our customer's costs of doing business and reduce oil and
gas exploration and production by customers. Recently, there has been increased attention from the public, some states and the
EPA to the alleged potential for hydraulic fracturing to impact drinking water supplies. There is also heightened regulatory
focus on emissions of methane that occur during drilling and transportation of natural gas, as well as protective disposal of
drilling residuals. Increased regulation of oil and gas exploration and production and new rules regarding the treatment and
disposal of wastes associated with exploration and production operations could increase our costs to provide oilfield services
and reduce our margins and revenue from such services.
Our operations are subject to environmental, health and safety laws and regulations, as well as contractual obligations that
may result in significant liabilities.
There is risk of incurring significant environmental liabilities in the use, treatment, storage, transfer and disposal of waste
materials. Under applicable environmental laws and regulations, we could be liable if our operations cause environmental
damage to our properties or to the property of other landowners, particularly as a result of the contamination of air, drinking
water or soil. Under current law, we could also be held liable for damage caused by conditions that existed before we acquired
the assets or operations involved. This risk is of particular concern as we execute our growth strategy, partially though
acquisitions, because we may be unsuccessful in identifying and assessing potential liabilities during our due diligence
investigations. Further, the counterparties in such transactions may be unable to perform their indemnification obligations owed
to us. Additionally, we could be liable if we arrange for the transportation, disposal or treatment of hazardous substances that
cause environmental contamination, or if a predecessor owner made such arrangements and, under applicable law, we are
treated as a successor to the prior owner. Any substantial liability for environmental damage could have a material adverse
effect on our financial condition, results of operations and cash flows.
In the ordinary course of our business, we have in the past, we are currently, and we may in the future, become involved in
legal and administrative proceedings relating to land use and environmental laws and regulations. These include proceedings in
which:
•
•
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;
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.
We generally seek to work with the authorities or other persons involved in these proceedings to resolve any issues raised. If we
are not successful, the adverse outcome of one or more of these proceedings could result in, among other things, material
increases in our costs or liabilities as well as material charges for asset impairments. At December 31, 2014, we had recorded
approximately $6.1 in environmental remediation liabilities. There can be no assurance that the cost of such potential cleanup
or that our share of the cost will not exceed our estimates.
The adoption of climate change legislation or regulations restricting emissions of "greenhouse gases" could increase our
costs to operate.
Our landfill operations emit methane, identified as a GHG. There are a number of legislative and regulatory efforts at the state,
regional and federal levels to curtail the emission of GHGs to ameliorate the effect of climate change. Should comprehensive
federal climate change legislation be enacted, we expect it could impose costs on our operations that might not be offset by the
revenue increases associated with our lower-carbon service options, the materiality of which we cannot predict. In 2010, the
EPA published a Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule, which expanded the EPA's
federal air permitting authority to include the six GHGs. The rule sets new thresholds for GHG emissions that define when
Clean Air Act permits are required. The current requirements of these rules have not significantly affected our operations or
cash flows, due to the tailored thresholds and exclusions of certain emissions from regulation. However, if certain changes to
these regulations were enacted, such as lowering the thresholds or the inclusion of biogenic emissions, then the amendments
could have an adverse effect on our operating costs.
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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Various state and local governments have enacted, or are considering enacting, laws and regulations that restrict the disposal
within the jurisdiction of solid waste generated outside the jurisdiction. In addition, some state and local governments have
promulgated, or are considering promulgating, laws and regulations which govern the flow of waste generated within their
respective jurisdictions. These “flow control” laws and regulations typically require that waste generated within the jurisdiction
be directed to specified facilities for disposal or processing, which could limit or prohibit the disposal or processing of waste in
our transfer stations and landfills. Such flow control laws and regulations could also require us to deliver waste collected by us
within a particular jurisdiction to facilities not owned or controlled by us, which could increase our costs and reduce our
revenues. In addition, such laws and regulations could require us to obtain additional costly licenses or authorizations to be
deemed an authorized hauler or disposal facility.
The waste management industry is undergoing fundamental change 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.
As we have continued to develop our landfill capacity, the waste management industry has increasingly recognized the value of
the waste stream as a renewable resource and new alternatives to landfilling are being developed that seek to maximize the
renewable energy and other resource benefits of waste. We are increasingly competing with companies that seek to use parts of
the waste stream as feedstock for renewable energy supplies. In addition, environmental initiatives, such as product stewardship
and extended producer responsibility, which hold manufacturers or other actors in the product life cycle responsible for the
disposal of manufactured goods, may reduce the volume of products that enter the waste stream. Further, there may be changes
in the laws that reclassify items in the waste stream as hazardous or that prohibit the disposal of certain wastes in our landfills.
These alternatives and changes in laws may impact the demand for landfill space, which may affect our ability to operate our
landfills at full capacity, as well as the tipping fees and prices that we can charge for utilization of landfill space. As a result,
our revenues and operating margins could be adversely affected.
Additionally, counties and municipalities in which we operate landfills may be required to formulate and implement
comprehensive plans to reduce the volume of solid waste deposited in landfills through waste planning, composting, recycling
or other programs. Some state and local governments prohibit the disposal of certain types of wastes, such as yard waste, at
landfills. Such actions have reduced and may in the future further reduce the volume of waste going to landfills in certain areas,
which may affect our ability to operate our landfills at full capacity and could adversely affect our operating results.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate headquarters is located at 90 Fort Wade Rd, Ponte Vedra, Florida 32081, where we currently lease approximately
63,000 square feet of office space under leases expiring through 2020. We also maintain regional administrative offices in
North Carolina, Georgia and Illinois.
Our principal property and equipment consists of land, landfills, buildings, vehicles and equipment. We own or lease real
property in the states in which we conduct operations. At December 31, 2014, we owned or operated 93 collection operations,
77 transfer stations, 42 active solid waste landfills and 24 recycling facilities in 17 states and the Bahamas. In aggregate, our
active solid waste landfills total approximately 21,490 acres, including approximately 10,700 permitted and expansion acres.
“Expansion acreage” consists of unpermitted acreage where the related expansion efforts meet our criteria to be included as
expansion airspace. A discussion of the related criteria is included within the Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Critical Accounting Estimates and Assumptions section included herein. We
also own or have responsibilities for five closed landfills. We believe that our property and equipment are adequate for our
current needs.
ITEM 3. LEGAL PROCEEDINGS
Information regarding our legal proceedings can be found under the “Commitments and Contingenices” section of Note 20 of
our consolidated financial statements included in Item 8 of this report and is incorporated herein by reference.
20
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ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
21
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Not applicable.
ITEM 6. SELECTED FINANCIAL DATA
The information below was derived from the audited Consolidated Financial Statements included in this report and in previous
reports we filed with the SEC. This information should be read together with those Consolidated Financial Statements and the
notes thereto. The adoption of new accounting pronouncements, changes in certain accounting policies and certain
reclassifications impact the comparability of the financial information presented below. These historical results are not
necessarily indicative of the results to be expected in the future.
Consolidated Statement of Operations Data (a):
Service revenues
Costs and expenses:
Operating
Selling, general and administrative (b)
Depreciation and amortization
Acquisition and development costs
Loss on disposal of assets
Asset impairment, including goodwill (c)
Restructuring
Operating income (loss)
Interest expense
Other income/(expense), net (d)
(Loss) income before income taxes
(Benefit) provision for income taxes (e)
Net loss from continuing operations attributable to ADS
Waste Holdings, Inc.
Income (loss) from discontinued operations, net of tax (f)
Net loss from continuing operations attributable to ADS
Waste Holdings, Inc.
Less: net loss attributable to non-controlling interest
Net loss attributable to ADS Waste Holdings, Inc.
Consolidated Statement of Cash Flows Data:
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in)/provided by financing activities
Consolidated Balance Sheet Data:
Total assets
For the Year Ended December 31,
2014
2013
2012
2011
2010
$ 1,403.0
$ 1,319.1
$
537.9
$
427.4
$
372.6
261.8
222.9
896.1
154.9
271.4
0.1
1.2
5.3
4.6
832.8
170.9
278.9
1.2
2.6
0.6
10.0
1,333.6
1,297.0
69.4
(141.5)
(25.9)
(98.0)
(80.6)
(17.4)
0.3
22.1
(163.1)
0.3
(140.7)
(45.4)
(95.3)
(22.5)
336.7
101.0
104.1
1.2
2.1
43.7
9.9
598.7
(60.8)
(49.4)
(8.1)
(118.3)
(13.5)
(104.8)
(89.2)
61.6
76.5
3.5
14.1
—
—
417.5
9.9
(24.5)
(4.3)
(18.9)
3.5
(22.4)
0.2
(17.1)
—
(17.1) $
(117.8)
—
(117.8) $
(194.0)
(1.4)
(192.6) $
(22.2)
(0.2)
(22.0) $
243.2
$
(201.2) $
(53.0) $
$
55.2
180.3
$
(154.8) $ (1,980.5) $
(32.3) $ 1,937.2
$
86.8
$
(133.7) $
$
40.7
78.3
(157.4)
79.2
$
$
$
$
61.2
63.6
2.3
0.3
101.3
—
451.6
(79.0)
(35.5)
(0.3)
(114.8)
(0.7)
(114.1)
(0.3)
(114.4)
(1.4)
(113.0)
$ 3,550.0
$ 3,626.8
$ 3,785.3
$ 1,374.6
$ 1,338.9
Debt, including current portion (g)
$ 2,327.2
$ 2,360.6
$ 2,366.2
Total ADS Waste Holdings, Inc. stockholders’ equity
$
528.9
$
551.5
$
662.5
$
$
439.4
721.5
$
$
513.5
614.2
22
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(a) Veolia was acquired on November 20, 2012 and the results of operations have been consolidated from the date of
acquisition.
(b) Includes stock-based compensation expense. Stock based compensation expense for all fiscal years presented was
determined using the fair value method set forth in ASC 718, “Compensation—Stock Compensation.”
(c) In fiscal 2012, the Company recorded an impairment charge of $43.7 in connection with recoverability testing
performed on a long-lived asset. In fiscal 2010, the Company performed an impairment test of goodwill and intangibles
and recorded an impairment charge of $101.3 based upon the results of such testing for a business that was combined
under in accordance for entities common control.
(d) Amounts included in other income/(expense) net for fiscal 2014 contain losses related to fuel derivative instruments of
$27.3.
(e) In fiscal 2014, the Company completed a legal entity reorganization to achieve administrative efficiencies and as such
recorded a valuation allowance release of $51.4 related to certain NOL's that are more likely than not to be utilized.
(f) Amounts represent those operations that are considered to be discontinued operations. Refer to Item 8, footnote 4
"Discontinued Operations" for further information.
(g) Total debt includes capital lease obligations of $23.3 and $15.4 at December 31, 2014 and 2013, respectively.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion should be read in conjunction with the “Selected Financial Data” included in Item 6 of this Annual
Report on Form 10-K, our consolidated financial statements and the related notes included elsewhere in this report.
Overview
We are the largest privately owned non-hazardous solid waste in the United States, as measured by revenue and provide non-
hazardous solid waste collection, transfer, recycling and disposal services for residential, commercial and industrial customers
across the Southeast, Midwest and Eastern regions of the United States as well as in the Commonwealth of the Bahamas. We
service over 2.7 million residential customers, approximately 302,000 C&I customers and 732 municipalities. We are vertically
integrated with approximately 5,400 employees and we own or operate a network of 93 collection operations, 77 transfer
stations, 24 recycling facilities and 42 landfills with a fleet of approximately 3,100 vehicles.
Results of Operations
The following table sets forth for the periods indicated our consolidated results of operations and the percentage relationship
that certain items from our consolidated financial statements bear to revenue (in millions and as a percentage of our revenue).
Service revenues
Operating costs and expenses
Operating
Selling, general and administrative
Depreciation and amortization
Acquisition and development costs
Loss on disposal of assets
Asset impairment, including goodwill
Restructuring charges
Year ended December 31,
2014
2013
2012
$ 1,403.0
100.0% $ 1,319.1
100.0% $
537.9
100.0 %
896.1
154.9
271.4
0.1
1.2
5.3
4.6
63.9%
11.0%
19.3%
—%
0.1%
0.4%
0.3%
832.8
170.9
278.9
1.2
2.6
0.6
10.0
63.1%
13.0%
21.1%
0.1%
0.2%
—%
0.8%
336.7
101.0
104.1
1.2
2.1
43.7
9.9
598.7
(60.8)
62.6 %
18.8 %
19.4 %
0.2 %
0.4 %
8.1 %
1.8 %
111.3 %
(11.3)%
Total operating costs and expenses
1,333.6
95.1%
1,297.0
98.3%
Operating income (loss)
$
69.4
4.9% $
22.1
1.7% $
Overall, operating income increased in 2014 from 2013 as a result of organic growth, full year impact of acquisitions,
decreased selling, general and administrative costs, and lower restructuring charges.
Operating income in 2013 increased compared to 2012 as a result of the full year impact of the Veolia acquisition and lower
asset impairment charges.
Revenue
Our revenue base is distributed across several markets and business lines, with the primary business lines being our solid waste
collection, transfer and landfill disposal operations. Our remaining revenue is generated from recycling, fuel fees and
environmental fees, landfill gas-to-energy operations and other ancillary revenue-generating activities. In general, we integrate
our recycling operations with our collection operations and obtain revenue from the sale of recyclable materials.
Revenues from our collection operations consists of fees we receive from commercial, industrial, municipal and residential
customers and are influenced by factors such as collection frequency, type of collection equipment furnished, type and volume
or weight of the waste collected, distance to the recycling facilities, transfer station or disposal facility and our disposal costs.
Our residential and commercial collection operations in some markets are based on long-term contracts with municipalities
with terms typically of three to five years or longer. We provide front load and temporary and permanent roll-off service
offerings to our customers. While the majority of our roll-off services are provided to customers under long-term contracts, we
generally do not enter into contracts with our temporary roll-off customers due to the relatively short-term nature of most C&D
projects.
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Our transfer stations, landfills and, to a lesser extent, our recycling facilities generate revenue from disposal or tipping fees.
Revenues from our landfill operations consist of fees, which are generally based on the type and weight or volume of waste
being disposed of at our disposal facilities. Fees charged at transfer stations are generally based on the weight or volume of
waste deposited, taking into account our cost of loading, transporting and disposing of the solid waste at a disposal site.
Recycling revenue generally consists of fees and the sale of recyclable commodities to third parties.
The amounts charged for collection, disposal, transfer, and recycling services may include fuel fees and environmental fees.
Fuel fees and environmental fees are not designed to be specific to the direct costs and expense to service an individual
customer’s account, but rather are designed to address and to help recover for changes in Advanced Disposal’s overall cost
structure and to achieve an operating margin acceptable to Advanced Disposal.
Other revenue is comprised of ancillary revenue-generating activities, such as landfill gas-to-energy operations at municipal
solid waste landfills, management of third-party owned landfills, customer service charges relating to overdue payments and
customer administrative fees relating to customers who request paper copies of invoices rather than opting for electronic
invoices and broker revenue, which is earned by managing waste services for our customers.
The following table sets forth our consolidated revenues for the periods indicated (in millions).
Collection
Disposal
Sale of recyclables
Fuel fees and environmental fees
Other
Intercompany eliminations
Total
Year ended December 31,
2014
2013
2012
$
950.8
492.8
33.5
92.8
95.5
(262.4)
$ 1,403.0
897.3
67.8 % $
453.8
35.1 %
35.9
2.4 %
81.5
6.6 %
95.2
6.8 %
(244.6)
(18.7)%
100.0 % $ 1,319.1
68.0 % $
34.4 %
2.7 %
6.2 %
7.2 %
(18.5)%
100.0 % $
370.8
168.1
16.6
25.3
44.0
(86.9)
537.9
68.9 %
31.3 %
3.1 %
4.7 %
8.2 %
(16.2)%
100.0 %
Fiscal Year Ended December 31, 2014 compared to 2013
Revenue for 2014 was $1,403.0, an increase of $83.9, or 6.4%, from revenue of $1,319.1 in 2013. The increase in revenue in
2014 compared to 2013 was due to an increase in collection volume of $36.5, acquisition volume of $16.7, landfill volume of
$19.6 and pricing of $19.6. Offsetting the increases in revenue, were declines in volume within the brokerage business of $2.7
driven by the loss of contracts. The increase in the collection volume was driven by strong residential growth of $18.9, which
included new contract wins of approximately $8.6, increased rolloff volumes of $9.3 and increased volume of $8.6 in
commercial. Landfill volume increases were driven by special waste projects and MSW waste, which contributed $14.0 and
$4.4, respectively. Landfill pricing was driven by MSW and special waste increases, which accounted for $5.5 and $2.9 of the
pricing increases. Fuel fees and environmental fees contributed $10.3 and was offset by headwinds from recycling pricing. All
amounts presented in the foregoing paragraph are net of intercompany eliminations.
Fiscal Year Ended December 31, 2013 compared to 2012
Revenue for 2013 was $1,319.1, an increase of $781.2, or 145.2%, from revenue of $537.9 in 2012. The increase in revenue in
2013 compared to 2012 was due to primarily to the acquisition of Veolia. All amounts presented in the foregoing paragraph
are net of intercompany eliminations.
Operating Expenses
The following table summarizes our operating expenses (in millions and as a percentage of our revenue).
25
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Operating
Accretion of landfill retirement obligations
Operating Expense
$
$
882.6
13.5
896.1
62.9% $
819.1
62.1% $
328.8
1.0%
13.7
1.0%
7.9
63.9% $
832.8
63.1% $
336.7
61.1%
1.5%
62.6%
Year ended December 31,
2014
2013
2012
Our operating expenses include the following:
• 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 and costs for local operators who provide waste handling services associated with our
national accounts in markets outside our standard operating areas).
• Maintenance and repairs expenses include labor, maintenance and repairs to our vehicles, equipment and containers.
•
•
Fuel costs include the direct cost of fuel used by our vehicles, net of fuel credits. The Company also incurs certain
indirect fuel costs in its operations that are not taken into account in the above analysis.
Franchise fees and taxes consist of municipal franchise fees, host community fees and royalties.
• Risk management expenses include casualty insurance premiums and claims payments and estimates for claims
incurred but not reported.
• Other expenses 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 the
Company’s 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).
The following table summarizes the major components of our operating expenses, excluding accretion expense (in millions and
as a percentage of our revenue):
Labor and related benefits
Transfer and disposal costs
Maintenance and repairs
Fuel
Franchise fees and taxes
Risk management
Other
Year ended December 31,
2014
2013
2012
$
281.3
207.8
114.9
101.3
64.8
28.4
84.1
20.0% $
14.8%
8.2%
7.2%
4.6%
2.0%
6.1%
261.7
189.1
102.5
99.7
57.1
23.5
85.5
19.8% $
103.4
14.3%
7.8%
7.6%
4.3%
1.8%
6.5%
83.7
40.5
43.5
15.4
10.9
31.4
19.2%
15.6%
7.5%
8.1%
2.9%
2.0%
5.8%
Total operating expenses
$
882.6
62.9% $
819.1
62.1% $
328.8
61.1%
The cost categories shown above may not be comparable to similarly titled categories used by other companies. Thus, you
should exercise caution when comparing our cost of operations by cost component to that of other companies.
Fiscal Year Ended December 31, 2014 compared to 2013
Operating expenses increased by $63.5, or 7.8%, to $882.6 for 2014 from $819.1 in 2013. Operating expenses, as a percentage
of revenue, increased by 80 basis points in 2014 over 2013.
• Labor and related benefits increased by $19.6 or 7.5% to $281.3, of which approximately $4.2 of this increase was
attributable to merit-based wage increases, $1.3 was attributable to weather related impacts in the first quarter of 2014
and the remainder primarily due to acquisitions and increased overtime costs and temporary labor due to driver
shortages.
26
Table of Contents
• Transfer and disposal costs increased by $18.7 or 9.9% to $207.8. The increase was primarily driven by increased
volume in the collection operation, increased third party disposal costs and higher transportation costs.
• Maintenance and repairs expense increased by $12.4, or 12.1% to $114.9. The increase was driven by weather
impacts in the first quarter of 2014, increased cost of parts and increased overtime wages due to a shortage of
mechanics.
•
•
Fuel costs increased $1.6, or 1.6% to $101.3, of which $0.4 was driven by weather impacts on the fuel burn in the first
quarter of 2014 and the remaining increase was primarily attributable to acquisition volume.
Franchise fees and taxes increased $7.7 or 13.5% to $64.8 during 2014 primarily due to increased volumes.
• Risk management expenses increased $4.9 or 20.9% to $28.4 during 2014 primarily due to adverse development in the
severity of claims.
• Other operating costs decreased $1.4 or 1.6% to $84.1 in 2014, of which $0.6 was related to weather impacts in the
first quarter of 2014 and an increase in the cost of leachate treatment due to wet weather and taxes and utilities at our
operating sites.
Fiscal Year Ended December 31, 2013 compared to 2012
Operating expenses increased by $490.3, or 149.1%, to $819.1 for 2013 from $328.8 in 2012.
• Labor and related benefits increased by $158.3 or 153.1% to $261.7, which was attributable to the acquisition of
Veolia and other acquisition activity, as well as merit-based wage increases in 2013 and increases in health care costs.
• Transfer and disposal costs increased by $105.4 or 125.9% to $189.1. The acquisition of Veolia accounted for $101.1
of the increase. Offsetting these increase were the benefits of increased internalization of waste which reduces the cost
base.
• Maintenance and repairs expense increased by $62.0, or 153.1% to $102.5. The acquisition of Veolia accounted for the
increase. Absent the acquisition of Veolia, maintenance and repairs expenses decreased due to an effort to standardize
maintenance programs across the Company.
• During 2013, our fuel costs increased $56.2, or 129.2% to $99.7. The impact of the Veolia acquisition accounted for
$57.5 of our 2013 fuel costs. Excluding the impact of the Veolia acquisition our fuel costs were relatively stable year
over year.
•
Franchise fees and taxes increased $41.7 or 270.8% to $57.1 during 2013 primarily due to the Veolia acquisition
businesses in franchise markets.
• Risk management expenses increased $12.6 or 115.6% to $23.5 during 2013 primarily due to the acquisition of Veolia
offset by the favorable development of existing claims compared to the prior year.
• Other operating costs increased $54.1 or 172.3% to $85.5 in 2013, of which $46.9 relates to the acquisition of Veolia.
Additional costs were incurred in 2013 as a result of extremely wet weather, which increased landfill leachate disposal
costs and costs incurred to control odor issues at our Moretown landfill.
Accretion of landfill retirement obligations
Accretion expense was $13.5, $13.7 and $7.9 for 2014, 2013 and 2012, respectively. Accretion expense decreased by $0.2 in
2014 from 2013 primarily due to lower average interest rate and expenditures of capping and post-closure related costs. The
increase in 2013 over 2012 was primarily related to Veolia contributing approximately $8.1 in 2013 offset by expenditures on
capping and post-closure related costs.
Selling, General and Administrative
Selling, general and administrative expenses include salaries, legal and professional fees, rebranding and integration costs and
other expenses. Salaries expenses include salaries and wages, health and welfare benefits and incentive compensation for
corporate and field general management, field support functions, sales force, accounting and finance, legal, management
information systems, and clerical and administrative departments. Rebranding and integration costs are those costs associated
with renaming all of the acquired and merged businesses’ trucks and containers and those costs expended to align the corporate
and strategic operations of the acquired and merged businesses. Other expenses include rent and office costs, fees for
professional services provided by third parties, marketing, directors’ and officers’ insurance, general employee relocation,
travel, entertainment and bank charges, but excludes any such amounts recorded as restructuring charges.
27
Table of Contents
The following table provides the components of our selling, general and administrative expenses for the periods indicated (in
millions and as a percentage of our revenue):
Salaries
Legal and professional
Rebranding and integration costs
Other
Year ended December 31,
2014
2013
2012
$
90.1
10.7
7.1
47.0
6.4% $
0.8%
0.5%
3.3%
89.7
8.7
25.8
46.7
6.8% $
0.7%
2.0%
3.5%
42.4
6.4
32.2
20.0
7.9%
1.2%
6.0%
3.7%
Total selling, general and administrative
expenses
$
154.9
11.0% $
170.9
13.0% $
101.0
18.8%
Fiscal Year Ended December 31, 2014 compared to 2013
Our salaries expenses increased by $0.4, but decreased 40 basis points as a percentage of revenue primarily due to merit
increases in the current year offset by lower salaries expense related to a reduction in force that occurred in August 2014 and
the resignation of an executive in the first quarter of 2014.
Legal and professional fees increased by $2.0 in 2014 compared to 2013 primarily as a result of increased fees related to
defense of a legal matter. Refer to Note 20 in the consolidated financial statements included in Item 8 for further details
regarding the legal matter.
Rebranding and integration costs are mainly related to the costs associated with the integration program from the acquisition of
Veolia and other entities. These costs are mainly comprised of professional fees, including legal, accounting, engineering and
rebranding fees paid to outside parties to rebrand all containers and equipment. The decrease of $18.7 from 2014 to 2013 is
primarily a result of efforts to complete the integration program in the current fiscal year.
Other selling, general and administrative expenses increased by $0.3, but decreased 20 basis points as a percentage of revenue
mainly due to an increase in bank charges and payroll processing costs.
Fiscal Year Ended December 31, 2013 compared to 2012
Our salaries expenses increased by $47.3 primarily due to the acquisition of Veolia, which contributed $47.3. Other
contributing factors to the increase included: increases in stock compensation expense of $3.3, retention bonuses paid to certain
employees of $3.2, merit increases of $1.9 and increased corporate employees and region staff.
Legal and professional fees increased by $2.3 in 2013 compared to 2012 primarily as a result of increased fees related to union
contract negotiations and costs incurred in connection with the defense of a legal matter. Refer to Note 20 in the consolidated
financial statements included in Item 8 for further details regarding the legal matter.
Rebranding and integration costs are mainly related to the costs associated with the acquisition of Veolia. These costs are
mainly comprised of professional fees, including legal, accounting, engineering and rebranding fees paid to outside parties to
rebrand all containers and equipment. The decrease of $6.4 in 2013 compared to 2012 is primarily a result of due diligence and
merger and acquisition costs paid in 2012 in connection with the acquisition of Veolia, which did not recur in 2013.
Other selling, general and administrative expenses increased by $26.7 mainly due to the acquisition of Veolia and increased rent
for a corporate and regional offices.
Depreciation and Amortization
The following table summarizes the components of depreciation and amortization expense by asset type (in millions and as a
percentage of our revenue). For a detailed discussion of depreciation and amortization by asset type refer to the discussion
included in the following two sections herein.
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Table of Contents
Year ended December 31,
2014
2013
2012
Depreciation, amortization and depletion of
property and equipment
Amortization of other intangible assets and
other assets
Depreciation and amortization
$
$
229.1
16.3% $
236.7
17.9% $
88.6
16.5%
42.3
271.4
3.0%
42.2
3.2%
15.5
19.3% $
278.9
21.1% $
104.1
2.9%
19.4%
Depreciation, Amortization and Depletion of Property and Equipment
Depreciation, amortization and depletion expense includes depreciation of fixed assets over the estimated useful life of the
assets using the straight-line method, and amortization and depletion of landfill airspace assets under the units-of-consumption
method. We depreciate all fixed assets to a zero net book value, and do not apply salvage values.
The following table summarizes depreciation, amortization and depletion of property and equipment for the periods indicated
(in millions and as a percentage of our revenue):
Year ended December 31,
2014
2013
2012
Depreciation and amortization of property and
equipment
Landfill depletion and amortization
Depreciation, amortization and depletion
expense
$
$
122.8
106.3
8.7% $
141.8
10.7% $
7.6%
94.9
7.2%
58.7
29.9
10.9%
5.6%
229.1
16.3% $
236.7
17.9% $
88.6
16.5%
Depreciation and amortization of property and equipment decreased by $19.0 for 2014 to $122.8, primarily due to certain assets
acquired in the Veolia transaction becoming fully depreciated, which were offset by acquisitions completed during the
respective periods. Depreciation and amortization of property and equipment increased by $83.1 for 2013 compared to 2012,
primarily due to the acquisition of Veolia.
Landfill depletion and amortization increased by $11.4 for 2014 compared to 2013 due to increased costs associated with the
increased disposal volume and cost of landfill construction. Landfill depletion and amortization increased $65.0 for 2013
compared to 2012 mainly due to the acquisition of Veolia, which contributed $59.3. The remaining increase is primarily due to
unfavorable adjustments in landfill depletion expense that were recorded in connection with changes in cost related to
individual capping events with full waste in place that have not yet been capped.
Amortization of Other Intangible Assets and Other Assets
Amortization of intangibles and other assets was $42.3, $42.2 and $15.5 for 2014, 2013 and 2012, respectively, or, as a
percentage of revenue, 2.9% to 3.2% for all years presented. Our other intangible assets and other assets primarily relate to
customer lists, municipal and customer contracts, operating permits and non-compete agreements.
Acquisitions
For the year ended December 31, 2014, the Company completed the acquisitions of eight collection companies. Consideration
transferred amounted to approximately $8.6 for these acquisitions during fiscal 2014, of which $0.8 will be paid in 2015.
Transaction costs related to these acquisitions were not significant for the year ended December 31, 2014. Purchase price
adjustments related to acquisitions in prior years amounted to approximately $2.1 for the year ended December 31, 2014.
For the year ended December 31, 2013, the Company completed the acquisitions of seventeen collection companies.
Consideration transferred amounted to approximately $31.3, of which $1.5 was paid in 2014. Transaction costs related to these
acquisitions were not significant for the year ended December 31, 2013.
As discussed in Note 1 to the consolidated financial statements, effective November 20, 2012, ADS Waste acquired the stock of
Veolia ES Solid Waste division from Veolia Environnment S.A. for a purchase price of approximately $1.9 billion subject to a
working capital and net Company debt adjustment which was completed within one year from date of purchase. In September
2013, the Company paid an additional $20.6 related to the working capital and net Company debt adjustment and in November
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2013 completed the final opening balance sheet adjustments which were not significant and the amount was primarily
attributed to goodwill. Approval of the transaction by the United States Department of Justice was granted pursuant to a
consent decree issued in November 2012, which required the Company to sell certain assets, including one landfill and two
transfer stations in Central Georgia, three commercial waste collection routes in the Macon, Georgia area and three transfer
stations in northern New Jersey. The sale of those assets was completed in fiscal 2013.
Goodwill of $861.3 was calculated as the excess of the consideration paid over the net assets recognized and represents the
synergies that are expected to arise as a result of the acquisition, as well as additional acquisitions of companies in the
proximity of the geographic area of the Veolia ES Solid Waste footprint and the potential for growth opportunities. The amount
of goodwill deductible for tax purposes was $113.7 and $132.6 at December 31, 2014 and 2013, respectively.
Asset Impairments and Divestitures/Discontinued Operations
From time to time, we may divest certain components of our business. Such divestitures may be undertaken for a number of
reasons, including as a result of a determination that a specified asset will no longer provide adequate returns to us or will no
longer serve a strategic purpose in connection with our business.
The Company entered in to a letter of intent in December 2013, to sell certain assets in Panama City, FL for approximately $2.0
and in connection with the planned divestiture recorded an impairment charge of $3.6 for the year ended December 31, 2013,
as the fair value determined through the selling price was less than the carrying value. The sale was completed in January 2014
and the assets are classified as held for sale in the accompanying consolidated balance sheets as of December 31, 2013 and the
results of operations have been included in discontinued operations in the accompanying consolidated statements of operations
for all periods presented.
In connection with the acquisition of Veolia ES Solid Waste division, the Company was required by the United States
Department of Justice to divest certain businesses. The Company completed the divestitures in 2013, as required for those
businesses in the Georgia and New Jersey area and recorded no additional impairment charge upon sale for the year ended
December 31, 2013. An impairment charge of $13.7 was recorded for the year ended December 31, 2012, as the fair value
determined through the selling price was less than the carrying value. The results of operations have been included in
discontinued operations in the accompanying consolidated statements of operations for all periods presented.
The Company completed the sale of certain assets and liabilities in the New York and New Jersey area for approximately $45.0,
of which $25.0 was received in cash on the date of closing, $5.0 was received in December 2013 and the remainder in the form
of a mandatorily redeemable preferred security, which matures in 2017. The Company also reacquired the outstanding minority
interest of $2.5 previously held by the minority shareholder in August 2013. In connection with the divestiture, the Company
recorded an impairment charge of approximately $7.6 and $26.7 for the years ended December 31, 2013 and 2012,
respectively. The results of operations have been included in discontinued operations in the accompanying consolidated
statements of operations for all periods presented.
The Company terminated a long-term lease agreement for one of its landfills. An impairment charge of approximately $39.8
was recorded on long-lived landfill assets no longer being used for the year ended December 31, 2012. The Company has
classified the results of operations of this landfill as discontinued operations for all periods presented in the accompanying
consolidated statements of operations.
Losses from discontinued operations before income tax for the years ended December 31, 2014, 2013 and 2012 was $0.7, $29.6
and $93.8, respectively. The decrease in the loss from 2014 to 2013 was due to the completion of the sale of the businesses that
were classified within discontinued operations. The decrease in the loss from 2013 to 2012 was mainly a result of a decision in
2012 to terminate a long-term lease agreement for one of its landfills, which resulted in an impairment charge of $39.8 and as a
result of the Company’s decision to sell certain assets and liabilities in the New York and New Jersey area which resulted in an
impairment charge of $25.0.
Restructuring Charges
For the year ended December 31, 2014, we recognized approximately $0.4 of severance costs, $0.6 for lease termination costs
and $0.3 for relocation costs in the Midwest region; $0.4 for severance costs and $0.3 for relocation costs in the East region;
$0.2 for severance costs $0.8 for relocation costs in the South region, as well as $1.6 of primarily relocation costs for
Corporate.
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Table of Contents
For the year ended December 31, 2013, we recognized approximately $2.5 of severance costs, $1.7 for lease termination costs
and $2.3 for relocation costs in the Midwest region; $0.6 for lease termination costs in the East region; $0.3 for lease
termination costs in the South region and $0.3 for other expenses, as well as $2.3 of severance costs for Corporate.
For the year ended December 31, 2012, we recognized employee severance and benefits restructuring charges of approximately
$7.4, of which $4.3 related to the East region and the remaining amount in the Midwest region. The asset impairments were the
result of the decision to consolidate locations in connection with relocation of corporate and regional offices and the decision to
close certain landfills and divest assets. Other expense are primarily for lease termination costs for exiting facilities of $2.3
associated with accomplishing the restructuring actions in the East region.
In September 2012, we announced a reorganization of our operations, designed to consolidate management and staff in
connection with the merging of the legacy companies. Subsequent to the closing of Veolia ES Solid Waste division, further
organizational changes were announced and implemented. Principal changes included consolidation and elimination of
management, relocation of staff to new regional headquarter’s locations and divesting of certain locations. Through this
reorganization we eliminated approximately 130 positions throughout the Company and offered voluntary separation
agreements to those impacted.
Interest Expense
The following table provides the components of interest expense for the periods indicated (in millions and as a percentage of
our revenue):
Year ended December 31,
2014
2013
2012
Interest expense on debt and capital lease
obligations
Accretion of original issue discounts and loan
costs
Amortization of terminated interest rate swaps
Less: Capitalized interest
Total Interest Expense
$
123.1
8.8 % $
140.1
10.6% $
42.6
7.9 %
20.0
—
(1.6)
1.4 %
— %
(0.1)%
$
141.5
10.1 % $
17.6
6.0
(0.6)
163.1
1.3%
0.5%
—%
12.4% $
6.1
1.0
(0.3)
49.4
1.1 %
0.2 %
(0.1)%
9.2 %
Interest expense decreased in 2014 from 2013 as a result of refinancing the Term B Loan, which lowered the overall interest
rate on the Term B Loan by 50 basis points Additionally, the company benefited from lower debt levels in fiscal 2014
compared to 2013 on the Term B Loan. Interest expense increased in 2013 from 2012 principally as a result of a full year of
debt outstanding associated with the Veolia acquisition.
Debt Modifications
We modified our Term B loan in February 2014 and 2013 and incurred approximately $1.3 and $22.5, respectively of costs in
connection with the modifications, which were capitalized as debt issuance costs. The modification in February 2014 lowered
the interest rate floor by 50 basis points and the modification in February 2013 lowered the margin by 100 basis points. No
gain or loss was recorded upon consummation of the transaction, as it was treated as a modification of debt in accordance with
current accounting guidance.
The following table summarizes the refinancing transactions that resulted in non-cash losses on extinguishments of outstanding
debt for the year ended December 31, 2012 (in millions):
2012
Credit facilities due December 2014
Revolving line of credit due April 2016
Subordinated debt due November 2015 at 11.33%
Total
31
Principal
Repaid
Total Loss on
Extinguishment
of Debt
$
$
128.5
358.4
5.0
491.9
$
$
1.8
7.5
0.1
9.4
Table of Contents
Income Taxes
Continuing Operations
Our benefit for income taxes from continuing operations was $80.6, $45.4 and $13.5, for the years ended December 31, 2014,
2013, and 2012, respectively. Our effective income tax rate was 82.2%, 32.3%, and 11.4% for 2014, 2013 and 2012,
respectively. Our tax rate is affected by recurring items, such as differences in tax rates in state jurisdictions and the relative
amount of income we earn in each jurisdiction, which we expect to be fairly consistent in the near term. It is also affected by
discrete items that may occur in any given year, but are not consistent from year to year. In addition to state income taxes, the
following items had the most significant impact on the difference between our statutory U.S. federal income tax rate and our
effective tax rate:
2014:
Our effective income tax rate for 2014 was higher than the enacted statutory rate due to a $51.4 valuation allowance release
primarily related to a legal entity restructuring undertaken by the Company in order to drive administrative and legal
efficiencies. As a result of the restructuring completed during the fourth quarter, the Company projects that it will be able to
utilize certain federal net operating losses ("NOLs") that previously required a full valuation allowance. We believe that it is
more likely than not that the full benefit of these NOLs and net deferred tax assets will be realized.
2013:
Our effective income tax rate for 2013 was lower than the enacted statutory rate due to a $3.4 increase in recorded valuation
allowance against certain federal and state NOLs, capital loss carryovers, and net deferred tax assets. We believe that it is more
likely than not that the full benefit of these NOLs, capital loss carryovers, and net deferred tax assets will not be realized.
2012:
Our effective income tax rate for 2012 was lower than the enacted statutory rate due to a $16.2 increase in recorded valuation
allowance against certain federal and state NOLs, capital loss carryovers, and net deferred tax assets. We believe that it is more
likely than not that the full benefit of these NOLs, capital loss carryovers, and net deferred tax assets will not be realized.
Additionally, our effective income tax rate for 2012 was lowered due to changes in the estimated tax rate at which existing
temporary differences will be realized. This change was the result of the merger of the legacy businesses and the Veolia
acquisition, and resulted in a reduction of the benefit from income taxes by $8.8. Also in 2012, the tax rate was adversely
affected by $4.0 as the result of nondeductible transaction costs associated with the Veolia acquisition.
Discontinued Operations
Our benefit for income taxes from discontinued operations was $1.0, $7.1 and $4.6 for the years ended December 31, 2014,
2013 and 2012, respectively. Our effective income tax rate was 142.9%, 24.0% and 4.9% for 2014, 2013 and 2012,
respectively. Similar to income taxes from continued operations, our tax rate is affected by recurring items, such as differences
in tax rates in state jurisdictions and the relative amount of income we earn in each jurisdiction. It is also affected by discrete
items that may occur in any given year, but are not consistent from year to year. In addition to state income taxes, the following
items had the most significant impact on the difference between our statutory U.S. federal income tax rate of 34% and our
effective tax rate:
2014:
Our effective income tax rate for 2014 was higher than the enacted statutory rate due to the result of unanticipated tax benefits
associated with prior divestitures that were realized upon the filing of the Company's tax return.
2013:
Our effective income tax rate for 2013 was lower than the enacted statutory rate due to an increase in the valuation allowance
of $2.7 related to the loss on asset disposals for which the Company will not receive a tax benefit.
2012:
Our effective income tax rate for 2012 was lower than the enacted statutory rate due to an increase in the valuation allowance
against certain federal and state NOLs, capital loss carryovers, and net deferred tax assets. We believe that it is more likely
32
Table of Contents
than not that the full benefit of these NOLs, capital loss carryovers, and net deferred tax assets will not be realized.
Additionally, impairment charges were recorded against Goodwill for which there was no tax basis. This resulted in the
recognition of additional tax expense of $9.6.
State Audits
During 2014, we did not have settlements as a result of state tax audits. During 2013, we settled tax audits with the states of
Florida and Mississippi. The settlement of these audits resulted in $0.1 of additional income tax expense for 2013.
For additional discussion and detail regarding our income taxes, see Note 18, Income Taxes, to our consolidated financial
statements.
Noncontrolling Interests
Net loss attributable to noncontrolling interests was $1.4 for the year ended December 31, 2012. The noncontrolling interest
was reacquired in third quarter of fiscal 2013 in connection with the sale of certain assets in the New York and New Jersey
marketplace.
Reportable Segments
Our operations are managed through three geographic regions (South, East and Midwest) that we designate as our reportable
segments. Revenues and operating income/(loss) for our reportable segments for the periods indicated, is shown in the
following tables (in millions):
For the Year Ended December 31,
2014
South
East
Midwest
Corporate
For the Year Ended December 31,
2013
South
East
Midwest
Corporate
For the Year Ended December 31,
2012
South
East
Midwest
Corporate
Services
Revenue
Operating
Income (Loss)
Depreciation
and
Amortization
$
$
$
$
$
$
493.7
364.3
545.2
(0.2)
1,403.0
475.4
331.1
512.6
—
1,319.1
336.9
146.2
54.8
—
537.9
$
$
$
$
$
$
72.2
8.7
51.2
(62.7)
69.4
66.4
7.7
39.6
(91.6)
22.1
$
$
$
$
$
53.3
(42.3)
2.8
(74.6)
(60.8) $
70.3
85.1
108.1
7.9
271.4
79.0
78.7
112.6
8.6
278.9
51.6
33.7
12.7
6.1
104.1
Comparison of Reportable Segments—Fiscal Year Ended December 31, 2014 compared to 2013
South Segment
Revenue for 2014 increased $18.3 or 3.8% from 2013. The segment’s revenue increase was driven by strong collection volume
of $14.9, acquisition volume of $3.1 and MSW landfill pricing of $5.1, offset by headwinds from recycling pricing of $1.8 and
lower trucking revenue and broker revenue of $4.6.
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Operating income from our South Region increased by $5.8 or 8.7% from 2013. The increase in operating income was driven
by the revenue increases discussed above as well as a focus on reducing administrative costs, partially offset by the severe
winter weather in the first quarter of 2014 of $0.6.
East Segment
Revenue for 2014 increased $33.2, or 10.0% from 2013. The segment’s revenue increase was driven by new contract wins,
which accounted for approximately $8.6, acquisition volume of $7.8, strong rolloff volume of $4.3, landfill volumes of $4.5
and pricing of approximately $5.7.
Operating income from our East Region increased by $1.0 from 2013 to $8.7 in 2014, which was impacted by adverse weather
in the first quarter of 2014 by $2.5, higher repairs and maintenance costs, higher transportation and disposal costs, increased
overtime costs and increased fuel costs.
Midwest Segment
Revenue for 2014 increased $32.6 or 6.4% which is attributable to strong special waste volume of $10.1, acquisition volume of
$5.8, overall strong collection volumes in all lines of business of $7.1 and pricing initiatives of $7.6, offset by headwinds from
recycling pricing of $2.5.
Operating income for 2014 increased $11.6 or 29.3%, which was driven by the revenue generating activities described above,
partially offset by the severe winter weather in the first quarter of 2014 of $1.9.
Corporate Region
Operating loss decreased by $28.9 to a loss of $62.7 in 2014 as a result of the substantial completion of the costs associated
with the rebranding and integration efforts across the Company and the merger and restructuring programs.
Comparison of Reportable Segments—Fiscal Year Ended December 31, 2013 compared to 2012
South Segment
Revenue for 2013 increased $138.5, or 41.1% from 2012. The segment’s revenue increase was driven by the acquisition of
Veolia, which accounted for $138.1 of the increase.
Operating income from our South Region increased by $13.1 or 24.6% from 2012. The increase in operating income was
driven by the acquisition of Veolia, which accounted for $14.5 offset by a contract loss in the ordinary course of business and
an impairment charge of $0.6 related to tradenames from a prior acquisition that is no longer utilized.
East Segment
Revenue for 2013 increased $184.9, or 126.5% from 2012. The segment’s revenue increase was driven by the acquisition of
Veolia, which accounted for $179.4 of the increase. Other acquisitions completed during 2013 as well as the increases in the
fuel fees and environmental fees contributed to the increase in revenue year over year.
Operating income from our East Region increased by $50.0 from 2012 to $7.7 in 2013. The operating loss in 2012 was driven
by an impairment charge at one of our landfills, which contributed $43.7 to the loss in the prior year. The impairment charges
did not recur in the current year. The acquisition of Veolia was the other main driver of the increase in operating income and
contributed $14.5 year over year. Offsetting these increases in operating income, were additional bad debt charges in the current
year.
Midwest Segment
Revenue for 2013 increased $457.8 or 835.4% which is attributable to the acquisition of Veolia, as the entire segment is
comprised of locations that were acquired as part of the November 2012 acquisition of Veolia.
Operating income for 2013 increased $36.8 or 1,314.3%, which is attributable to the acquisition of Veolia, as the entire segment
is comprised of locations that were acquired as part of the November 2012 acquisition of Veolia.
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Corporate Region
Operating loss increased by $17.0 to a loss of $62.7 in 2013 as a result of costs associated with the rebranding and integration
efforts across the Company and the merger and restructuring of the businesses, as well as increased payroll expenses related to
stock options plans for corporate employees.
Liquidity and Capital Resources
Our primary sources of cash are cash flows from operations, bank borrowings and debt offerings. We intend to use excess cash
on hand and cash from operating activities, together with bank borrowings, to fund purchases of equipment, working capital,
acquisitions and debt repayments. Actual debt repayments may include purchases of our outstanding indebtedness in the
secondary market or otherwise. We believe that our excess cash, cash from operating activities and funds available under our
Revolving Credit Facility (defined below) will provide us with sufficient financial resources to meet our anticipated capital
requirements and maturing obligations as they come due. From time to time, the Company may make distributions to our
parent company in order for them to fund certain of their liabilities and to provide a return on its investment. For the year
ending December 31, 2014, those payments totaled approximately $9.1. At December 31, 2014, the Company had negative
working capital which was driven by repayments on the revolving line of credit and Term B Loan in the fourth quarter of 2014.
The Company has more than adequate availability on its revolving line of credit to fund short term working capital
requirements.
Summary of Cash and Cash Equivalents, Restricted Cash and Debt Obligations
The table below presents a summary of our cash and cash equivalents, restricted cash and debt balances as of December 31,
2014 and 2013 (in millions):
Cash and cash equivalents
Total restricted funds
Debt:
Current portion
Long-term portion
Total debt
December 31,
2014
2013
$
$
$
1.0
0.2
25.3
2,278.2
2,303.5
$
$
$
12.0
2.4
29.1
2,302.8
2,331.9
Cash on hand decreased primarily as a result of payments made on the Term B Loan at year-end. Restricted cash decreased
from 2013 to 2014 by $2.2 as a result of placing a surety bond in lieu of the restricted funds as collateral support for closure
and post closure financial support. Debt decreased due to payments on the Term B Loan and revolving line of credit which
amounted to approximately $44.0 offset by increases in capital leases for machinery and equipment of $7.9.
Summary of Cash Flow Activity
The following table sets forth for the periods indicated a summary of our cash flows (in millions):
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in) provided by financing activities
For the Years Ended December 31,
2014
2013
2012
$
$
$
243.2
$
(201.2) $
(53.0) $
$
180.3
(154.8) $
(32.3) $
55.2
(1,980.5)
1,937.2
Cash Flows Provided by Operating Activities
In 2014, we generated $243.2 of cash flows from operating activities compared to $180.3 in 2013, representing an increase of
$62.9. The increase in cash flows is a result of lower integration and restructuring costs of approximately $18.7 a focus on days
sales outstanding as well as organic and acquisition growth year over year. In 2013, we generated $180.3 of cash flows from
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operating activities compared to $55.2 in 2012, representing an increase of $125.1, which was driven primarily by a full year of
operations of the Veolia business.
Cash Flows Used in Investing Activities
We used $201.2 of cash in 2014 for investing activities, of which $196.4 was utilized to acquire property and equipment and for
landfill cell construction and development and $9.9 was utilized for acquisitions. Further, we divested certain businesses and
received $2.1 in cash related to those divestitures.
We used $154.8 of cash in investing activities in 2013, of which $158.1 was utilized to acquire property and equipment and for
landfill construction and development; $29.8 was utilized to acquire new businesses and $20.6 was paid to settle the net
working capital and net company debt adjustment related to the prior year acquisition of Veolia. Further, we divested certain
businesses and received $50.4 in cash related to those divestitures, of which $45.2 was received upon sale and $5.0 was
received through the maturity of a debt security.
Cash Flows Used in Financing Activities
Cash flows used in financing activities in 2014 were $53.0, as compared to $32.3 in 2013. In 2014, we incurred approximately
$1.3 in costs paid to our lenders in connection with refinancing our Term Loan B Facility and payments of other costs
associated with the original Term B Loan Facility (defined below).
We made payments on our revolver and long-term debt obligations in the amount of $141.3 and borrowed approximately $95.0
in 2014. Borrowings on the revolver were utilized to fund working capital, acquisition of businesses and for interest payments
on debt.
Cash flows used in financing activities in 2013 were $32.3, as compared to an inflow from financing activities of $1,937.2 in
2012. We incurred approximately $22.9 in costs paid to our lenders in connection with refinancing our Term B Loan Facility
and payments of other costs associated with the original Term B Loan Facility (defined below).
We made payments on our revolver and long-term debt obligations in the amount of $196.8 during 2013 and borrowed
approximately $184.0 on the revolver. Borrowings on the revolver were utilized to fund acquisition of businesses and for
interest payments on debt.
Senior Secured Credit Facilities
In November 2012, the Company entered into (i) a $1,800.0 term loan B facility (the “Term Loan B Facility”) and (ii) a $300.0
revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan B Facility, the “Senior Secured
Credit Facilities”) with Deutsche Bank Trust Company Americas, as administrative agent, and affiliates of Barclays Capital
Inc., Deutsche Bank Securities Inc., Macquarie Capital (USA) Inc., UBS Securities LLC and Credit Suisse Securities (USA)
LLC, and other lenders from time to time party thereto and effected a re-pricing transactions in February 2014 and 2013,
respectively that reduced the floor by 50 basis points and the margin by 100 basis points, respectively. The Company paid
down $33.0 and $18.0, respectively during the years ended December 31, 2014 and 2013 related to the term loan. See Note 13,
Long-Term Debt, to our consolidated financial statements for additional details regarding our Senior Secured Credit Facilities.
The Term B Loan facility matures in October 2019 and the Revolving Credit Facility matures in October 2017.
Borrowings under our Senior Secured Credit Facilities can be used for working capital, capital expenditures, acquisitions and
other general corporate purposes. As of December 31, 2014 and 2013, we had $0.0 and $8.0 in borrowings outstanding under
our $300.0 revolving credit facility. The agreement governing our credit facilities requires us to comply with certain financial
and other covenants, including a total leverage ratio for the benefit of the lenders under the revolving credit facility that is
applicable when there are outstanding loans or letters of credit under the revolving credit facility. Compliance with these
covenants is a condition to any incremental borrowings under our Senior Secured Credit Facilities and failure to meet these
covenants would enable the lenders to require repayment of any outstanding loans (which would adversely affect our liquidity).
As of December 31, 2014, we were in compliance with the covenants under the Senior Secured Credit Facilities. Our ability to
maintain compliance with our covenants will be highly dependent on our results of operations and, to the extent necessary, our
ability to implement remedial measures such as reductions in operating costs.
The Company is subject to the following total leverage ratio covenant for the applicable periods as indicated.
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Fiscal Quarter Ending
December 31, 2013 through December 30, 2014
December 31, 2014 through December 30, 2015
December 31, 2015 through December 30, 2016
December 31, 2016 and thereafter
Maximum Total Leverage Ratio
8.00:1.00
7.50:1.00
7.00:1.00
6.50:1.00
The actual total leverage ratio at December 31, 2014 and 2013 was 6.12:1.00 and 6.26:1.00, respectively.
8 1/4% Senior Notes due 2020
On October 9, 2012, the Company issued $550 aggregate principal amount of 8 1/4% Senior Notes due 2020 pursuant to the
Indenture between the Company and Wells Fargo Bank, National Association, as trustee. In December 2013, we exchanged all
of the outstanding notes for registered notes with identical terms. The Senior Notes mature in October 2020. As of
December 31, 2014, we were in compliance with the covenants under the Indenture. See Note 13, Long-Term Debt, to our
consolidated financial statements for additional details regarding the unregistered notes.
Off-Balance Sheet Arrangements
As of December 31, 2014, we had no off-balance sheet debt or similar obligations, other than financial assurance instruments
and operating leases, which are not classified as debt. We do not guarantee any third-party debt.
Seasonality
We expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and
third quarters and lower in the fourth quarter than in the second and third quarters. This seasonality reflects the lower volume of
solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities
during winter months in the U.S. In addition, some of our operating costs may be higher in the winter months. Adverse winter
weather conditions or extended periods of inclement weather slow waste collection activities, resulting in higher labor and
operational costs. Greater precipitation in the winter increases the weight of collected municipal solid waste, resulting in higher
third party disposal costs, which are calculated on a per ton basis and leachate disposal treatments costs at our landfills.
Liquidity Impacts of Income Tax Items
Uncertain Tax Positions—We have liabilities associated with unrecognized tax benefits and related interest. These liabilities are
primarily included as a component of long-term “Other liabilities” in our Consolidated Balance Sheet because the Company
generally does not anticipate that settlement of the liabilities will require payment of cash within the next 12 months. We are
not able to reasonably estimate when we would make any cash payments required to settle these liabilities, but we do not
believe that the ultimate settlement of our obligations will materially affect our liquidity.
Financial Assurance
We must provide financial assurance to governmental agencies and a variety of other entities under applicable environmental
regulations relating to our landfill operations for capping, closure and post-closure costs, and related to our performance under
certain collection, landfill and transfer station contracts. We satisfy these financial assurance requirements by providing surety
bonds, letters of credit or trust deposits, which are included in restricted cash and marketable securities. The amount of the
financial assurance requirements for capping, closure and post-closure costs is determined by applicable state environmental
regulations. The financial assurance requirements for capping, closure and post-closure costs may be associated with a portion
of the landfill or the entire landfill. Generally, states require a third-party engineering specialist to determine the estimated
capping, closure and post-closure costs that are used to determine the required amount of financial assurance for a landfill. The
amount of financial assurance required can, and generally will, differ from the obligation determined and recorded under U.S.
GAAP. The amount of the financial assurance requirements related to contract performance varies by contract. Additionally, we
must provide financial assurance for our insurance program and collateral for certain performance obligations. We do not
expect a material increase in financial assurance requirements in the foreseeable future, although the mix of financial assurance
instruments may change.
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These financial instruments are issued in the normal course of business and are not considered company indebtedness. Because
we currently have no liability for these financial assurance instruments, they are not reflected in our consolidated balance
sheets. However, we record capping, closure and post-closure liabilities and self-insurance liabilities as they are incurred. The
underlying obligations of the financial assurance instruments, in excess of those already reflected in our consolidated balance
sheets, would be recorded if it is probable that we would be unable to fulfill our related obligations. We do not expect this to
occur.
Contractual Commitments
We have various contractual obligations in the normal course of our operations and financing activities. The following table
summarizes our contractual cash obligations as of December 31, 2014 (in millions):
2015
2016
2017
2018
2019
Thereafter
Total
Operating
Leases
Final Capping,
Closure and
Post-Closure
(a)
Debt
Payments
(b)
Unconditional
Purchase
Commitments
(c)
$
$
$
5.8
5.2
4.3
3.9
3.4
20.6
43.2
$
33.1
26.6
15.1
21.6
19.7
226.0
$
138.1
$
133.5
132.5
131.0
1,773.7
604.2
342.1
$
2,913.0
$
5.1
4.7
3.5
3.6
3.6
47.7
68.2
$
$
$
$
$
$
$
Total
182.1
170.0
155.4
160.1
1,800.4
898.5
3,366.5
(a) The estimated remaining final capping, closure and post-closure and remediation expenditures presented above are not
inflated or discounted and reflect the estimated future payments for liabilities incurred and recorded as of December 31,
2014.
(b) Debt payments include both principal and interest payments on debt and capital lease obligations. Interest on variable
rate debt was calculated at 3.75%, which is the LIBOR floor plus applicable spread in effect as of December 31, 2014.
(c) Unconditional purchase commitments consist primarily of disposal related agreements that include fixed or minimum
royalty payments and host agreements.
Critical Accounting Policies and Estimates
General
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ
from those estimates. We believe the following accounting policies and estimates are the most critical and could have the most
impact on our results of operations. For a discussion of these and other accounting policies, see the notes to the Consolidated
Financial Statements included elsewhere in this Form 10-K.
We have noted examples of the residual accounting and business risks inherent in the accounting for these areas. Residual
accounting and business risks are defined as the inherent risks that we face after the application of our policies and processes
that are generally outside of our control or ability to forecast.
Revenue Recognition
Revenues are generally recognized as the services are provided. Revenue is recognized as waste is collected, as tons are
received at the landfill or transfer stations, as recycled commodities are delivered to a customer or as services are rendered to
customers. Certain customers are billed in advance and, accordingly, recognition of the related revenues is deferred until the
services are provided. Revenues are reported net of state landfill taxes. No single customer individually accounted for more
than 5% of our consolidated revenue for the year ending December 31, 2014.
Landfill Accounting
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Costs Basis of Landfill Assets—Landfills are typically developed in a series of cells, each of which is constructed, filled and
capped in sequence over the operating life of the landfill. When the final cell is filled and the operating life of the landfill is
completed, the cell must be capped and then closed and post-closure care and monitoring activities begin. Capitalized landfill
costs include expenditures for land (which includes the land of the landfill footprint and landfill buffer property and setbacks)
and related airspace associated with the permitting, development and construction of new landfills, expansions at existing
landfills, landfill gas systems and landfill cell development. Landfill permitting, development and construction costs represent
direct costs related to these activities, including land acquisition, engineering, legal and construction. These costs are deferred
until all permits are obtained and operations have commenced at which point they are capitalized and amortized. If necessary
permits are not obtained, costs are charged to operations. The cost basis of our landfill assets also includes asset retirement
costs, which represent estimates of future costs associated with landfill final capping, closure and post-closure activities.
Final Capping, Closure and Post-Closure Costs—The following is a description of our asset retirement activities and related
accounting:
Final Capping—Includes installing flexible membrane and geosynthetic clay liners, drainage and compact soil layers,
and topsoil, and is constructed over an area of the landfill where total airspace capacity has been consumed and waste disposal
operations have ceased. These final capping activities occur in phases as needed throughout the operating life of a landfill as
specific areas are filled to capacity and the final elevation for that specific area is reached in accordance with the provisions of
the operating permit. Final capping asset retirement obligations are recorded on a units-of-consumption basis as airspace is
consumed related to the specific final capping event with a corresponding increase in the landfill asset. Each final capping
event is accounted for as a discrete obligation and recorded as an asset and a liability based on estimates of the discounted cash
flows and capacity associated with each final capping event.
Closure and post-closure—These activities involve methane gas control, leachate management and groundwater
monitoring, surface water monitoring and control, and other operational and maintenance activities that occur after the site
ceases to accept waste. The post-closure period generally runs for 30 years after final site closure for landfills. Landfill costs
related to closure and post-closure are recorded as an asset retirement obligation as airspace is consumed over the life of the
landfill with a corresponding increase in the landfill asset. Obligations are recorded over the life of the landfill based on
estimates of the discounted cash flows associated with performing closing and post-closure activities.
The Company updates annually its estimates for these obligations considering the respective State regulatory requirements,
input from our internal engineers, operations, and accounting personnel and external consulting engineers. The closure and
post-closure requirements are established under the standards of the EPA’s Subtitle D regulations as implemented and applied
on a state-by-state basis. These estimates involve projections of costs that will be incurred as portions of the landfill are closed
and during the post-closure monitoring period.
Capping, closure and post-closure costs are estimated assuming such costs would be incurred by a third party contractor in
present day dollars and are inflated by the 20-year average change in the historical Consumer Price Index (consistent historical
rate which agrees to historical CPI per government website of 2.50% from 1991 to 2014) to the time periods within which it is
estimated the capping, closure and post-closure costs will be expended. We discount these costs to present value using the
credit-adjusted, risk-free rate effective at the time an obligation is incurred, consistent with the expected cash flow approach.
Any change that results in an upward revision to the estimated cash flows are treated as a new liability and discounted at the
current rate while downward revisions are discounted at the historical weighted-average rate of the recorded obligation. As a
result, the credit-adjusted, risk-free discount rate used to calculate the present value of an obligation is specific to each
individual asset retirement obligation. The range of rates utilized within the calculation of our asset retirement obligations at
December 31, 2014 is between 6.4% and 10.5%.
The Company records the estimated fair value of the final capping, closure and post-closure liabilities for its landfills based on
the capacity consumed in the current period. The fair value of the final capping obligations is developed based on the
Company’s estimates of the airspace consumed to date for each final capping event and the expected timing of each final
capping event. The fair value of closure and post-closure obligations is developed based on the Company’s estimates of the
airspace consumed to date for the entire landfill and the expected timing of each closure and post-closure activity. Because
these obligations are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of
future final capping, closure and post-closure activities could result in a material change in these liabilities, related assets and
results of operations. The Company assesses the appropriateness of the estimates used to develop our recorded balances
annually, or more often if significant facts change.
Changes in inflation rates or the estimated costs, timing or extent of future final capping, closure and post-closure activities
typically result in both (i) a current adjustment to the recorded liability and landfill asset; and (ii) a change in liability and asset
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amounts to be recorded prospectively over either the remaining capacity of the related discrete final capping event or the
remaining permitted and expansion airspace (as defined below) of the landfill. Any changes related to the capitalized and future
cost of the landfill assets are then recognized in accordance with our amortization policy, which would generally result in
amortization expense being recognized prospectively over the remaining capacity of the final capping event or the remaining
permitted and expansion airspace of the landfill, as appropriate. Changes in such estimates associated with airspace that has
been fully utilized result in an adjustment to the recorded liability and landfill assets with an immediate corresponding
adjustment to landfill airspace amortization expense.
Interest accretion on final capping, closure and post-closure liabilities is recorded using the effective interest method and is
recorded in operating expenses in the consolidated statements of operations.
Amortization of Landfill Assets—The amortizable basis of a landfill includes (i) amounts previously expended and capitalized;
(ii) capitalized and projected landfill final capping, closure and post-closure costs;
(iii) projections of future acquisition and development costs required to develop the landfill site to its remaining permitted and
expansion capacity; and (iv) land underlying both the footprint of the landfill and the surrounding required setbacks and buffer
land.
Amortization is recorded on a units-of-consumption basis, applying expense as a rate per ton. The rate per ton is calculated by
dividing each component of the amortizable basis of a landfill by the number of tons needed to fill the corresponding asset’s
airspace. For landfills that we do not own, but operate through operating or lease arrangements, the rate per ton is calculated
based on expected capacity to be utilized over the lesser of the contractual term of the underlying agreement or the life of the
landfill.
Landfill site costs are depleted to zero upon final closure of a landfill. The Company develops our estimates of the obligations
using input from our operations personnel, engineers and accountants and the obligations are based upon interpretation of
current requirements and proposed regulatory changes and intended to approximate fair value. The estimate of fair value is
based upon present value techniques using historical experience and, where available, quoted or actual market prices paid for
similar work.
The determination of airspace usage and remaining airspace is an essential component in the calculation of landfill asset
depletion. This estimation is performed by conducting periodic topographic surveys, using aerial survey techniques, of the
Company’s landfill facilities to determine remaining airspace in each landfill. The surveys are reviewed by the Company’s
external consulting engineers, internal operating staff, and its management, financial and accounting staff.
Remaining airspace includes additional “deemed permitted” or unpermitted expansion airspace if the following criteria are met:
(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;
(5) Financial analysis has been completed and the results demonstrate that the expansion has a positive financial and
operational impact.
Senior management must have reviewed and approved all of the above. Of our 42 landfills, nine included deemed permitted
airspace at December 31, 2014.
Upon successful meeting of the preceding criteria, the costs associated with developing, constructing, closing and monitoring
the total additional future capacity are considered in the calculation of the amortization and closure and post-closure rates.
Once expansion airspace meets these criteria for inclusion in the Company’s calculation of total available disposal capacity,
management continuously monitors each site’s progress in obtaining the expansion permit. If at any point it is determined that
an expansion area no longer meets the required criteria, the probable expansion airspace is removed from the landfill’s total
available capacity, and the rates used at the landfill to amortize costs to acquire, construct, close and monitor the site during the
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post-closure period are adjusted prospectively. In addition, any amounts related to the probable expansion are charged to
expense in the period in which it is determined that the criteria are no longer met.
Once the remaining permitted and expansion airspace is determined in cubic yards, an airspace utilization factor (“AUF”) is
established to calculate the remaining permitted and expansion capacity in tons. The AUF is established using the measured
density obtained from previous annual surveys and is then adjusted to account for future settlement. The amount of settlement
that is forecasted will take into account several site-specific factors including: current and projected mix of waste type, initial
and projected waste density, estimated number of years of life remaining, depth of underlying waste, anticipated access to
moisture through precipitation or recirculation of landfill leachate and operating practices. In addition, the initial selection of
the AUF is subject to a subsequent multi-level review by our engineering group, and the AUF used is reviewed on a periodic
basis and revised as necessary. Our historical experience generally indicates that the impact of settlement at a landfill is greater
later in the life of the landfill when the waste placed at the landfill approaches its highest point under the permit requirements.
After determining the costs and remaining permitted and expansion capacity at each of our landfills, we determine the per ton
rates that will be expensed as waste is received and deposited at the landfill by dividing the costs by the corresponding number
of tons. We calculate per ton amortization rates for each landfill for assets associated with each final capping event, for assets
related to closure and post-closure activities and for all other costs capitalized or to be capitalized in the future. These rates per
ton are updated annually, or more often, as significant facts change.
It is possible that the Company’s estimates or assumptions could ultimately be significantly different from actual results. In
some cases the Company may be unsuccessful in obtaining an expansion permit or the Company may determine that an
expansion permit that the Company previously thought was probable has become unlikely. To the extent that such estimates, or
the assumptions used to make those estimates, prove to be significantly different than actual results, or the belief that the
Company will receive an expansion permit changes adversely in a significant manner, the costs of the landfill, including the
costs incurred in the pursuit of the expansion, may be subject to impairment testing and lower profitability may be experienced
due to higher amortization rates, higher capping, closure and post-closure rates, and higher expenses or asset impairments
related to the removal of previously included expansion airspace.
The assessment of impairment indicators and the recoverability of our capitalized costs associated with landfills and related
expansion projects require significant judgment due to the unique nature of the waste industry, the highly regulated permitting
process and the estimates involved. During the review of a landfill expansion application, a regulator may initially deny the
expansion application although the permit is ultimately granted. In addition, management may periodically divert waste from
one landfill to another to conserve remaining permitted landfill airspace, or a landfill may be required to cease accepting waste,
prior to receipt of the expansion permit. However, such events occur in the ordinary course of business in the waste industry
and do not necessarily result in an impairment of our landfill assets because, after consideration of all facts, such events may
not affect our belief that we will ultimately obtain the expansion permit. As a result, our tests of recoverability, which generally
make use of a cash flow estimation approach, may indicate that an impairment loss should be recorded. No landfill impairments
were recorded for the years ended December 31, 2014 and 2013, respectively. At December 31, 2012, one of our landfill sites
was deemed to be impaired due to permitting issues and we recorded an impairment charge of approximately $43.7 for the year
ended December 31, 2012 in the East region. We performed tests of recoverability for this landfill and the carrying value
exceeded the undiscounted cash flows.
Self-Insurance Reserves and Related Costs
Our insurance programs for workers’ compensation, general liability, vehicle liability and employee-related health care benefits
are effectively self-insured. Accruals for self-insurance reserves are based on claims filed and estimates of claims incurred but
not reported. We maintain high deductibles for commercial general liability, vehicle liability and workers’ compensation
coverage at the $0.5, $1.0 and $0.75, respectively as of December 31, 2014.
Accruals for self-insurance reserves are based on claims filed and estimate of claims incurred but not reported and are recorded
gross of expected recoveries. The accruals for these liabilities could be revised if future occurrences of loss development differ
significant from our assumptions.
Loss Contingencies
We are subject to various legal proceedings, claims and regulatory matters, the outcomes of which are subject to significant
uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of whether the risk of
loss is remote, reasonably possible or probable, and whether it can be reasonably estimated. We analyze our litigation and
regulatory matters based on available information to assess the potential liabilities. Management’s assessment is developed
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based on an analysis of possible outcomes under various strategies. We record and disclose loss contingencies pursuant to the
applicable accounting guidance for such matter.
We record losses related to contingencies in cost of operations or selling, general and administrative expenses, depending on
the nature of the underlying transaction leading to the loss contingency.
Asset Impairment
We monitor the carrying value of our long-lived assets for potential impairment and test the recoverability of such assets
whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. These events or
changes in circumstances, including management decisions pertaining to such assets, are referred to as impairment indicators.
Typical indicators that an asset may be impaired include (i) a significant adverse change in legal factors in the business climate,
(ii) an adverse action or assessment by a regulator, and (iii) a significant adverse change in the extent or manner in which a
long-lived asset is being utilized or in its physical condition. If an impairment indicator occurs, we perform a test of
recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. If
cash flows cannot be separately and independently identified for a single asset, we will determine whether an impairment has
occurred for the asset group for which we can identify the projected cash flows. If the carrying values are in excess of
undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset or asset group to
its carrying value. Fair value is generally determined by considering: (i) an internally developed discounted projected cash flow
analysis of the asset or asset group; (ii) third-party valuations; and/or (iii) information available regarding the current market
for similar assets. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by
which the carrying value exceeds the fair value of the asset.
Goodwill
Goodwill is the excess of the Company’s purchase price over the fair value of the net identifiable assets of acquired businesses.
The Company does not amortize goodwill. Goodwill is subject to at least an annual assessment for impairment by evaluating
quantitative factors.
The Company performs a quantitative assessment or two-step impairment test to determine whether a goodwill impairment
exists at a reporting unit. The reporting units are equivalent to the Company’s segments and when an individual business within
an integrated operating segment is divested, goodwill is allocated to that business based on its fair value relative to the fair
value of its operating segment. The Company compares the fair value with its carrying amount to determine if there is potential
impairment of goodwill. If the carrying value exceeds estimated fair value, there is an indication of potential impairment and
the second step is performed to measure the amount of impairment. Fair value is estimated using an income approach based on
forecasted cash flows. Fair value computed via this method is arrived at using a number of factors, including projected future
operating results, economic projections, anticipated future cash flows and comparable marketplace data. There are inherent
uncertainties related to these factors and to our judgment in applying them to this analysis. However, the Company believes that
this method provides a reasonable approach to estimating the fair value of its reporting units.
The Company performs its annual assessment as of December 31 of each year. The impairment test indicated the fair value of
each reporting unit exceeded the carrying value. If we do not achieve our anticipated disposal volumes, our collection or
disposal rates decline, our costs or capital expenditures exceed our forecasts, costs of capital increase, or we do not receive
landfill expansions, the estimated fair value could decrease and potentially result in an impairment charge. Refer to Note 4 for
information regarding impairment charges recorded in connection with discontinued operations. The Company recorded no
goodwill impairment charges for the years ended December 31, 2014, 2013 and 2012, respectively in connection with the
assessment.
Income Taxes
Deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax basis of
assets (other than non-deductible goodwill) and liabilities. Deferred tax assets and liabilities are measured using the income tax
rate in effect during the year in which the differences are expected to reverse.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making this
determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax
liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event we determine
that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we will
make an adjustment to the valuation allowance which would reduce our provision for income taxes.
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Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best
assessment of estimated future taxes to be paid. We are subject to U.S. federal income taxes and numerous state jurisdictions.
Significant judgments and estimates are required in determining the combined income tax expense.
Regarding the accounting for uncertainty in income taxes recognized in the financial statements, we record a tax benefit from
an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including
resolutions of any related appeals or litigation processes, based on the technical merits. We recognize interest and penalties
related to uncertain tax positions within the provision for income taxes in our consolidated statements of income. Accrued
interest and penalties are included within other accrued liabilities and deferred income taxes and other long-term tax liabilities
in our consolidated balance sheets. Refer to Note 18 "Income Taxes" for details regarding adjustments to our valuation
allowance in fiscal 2014.
Recently Issued and Proposed Accounting Standards
In May 2014, the Financial Accounting Standards Board ("FASB") issued authoritative guidance regarding revenue recognition
from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific
guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to
customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides
a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include
capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of
variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires
enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's
contracts with customers. The guidance is effective for the interim and annual periods beginning or or after December 15, 2016.
The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet
selected a transition method is are currently evaluating the impact of the amended guidance on its consolidated financial
position, results of operations and related disclosure.
Furthermore, the FASB issued guidance governing classification of discontinued operations. Upon adoption in 2015, certain
future business dispositions may no longer meet the criteria for classification as discontinued operations.
In June 2014, the FASB issued guidance that applies to all reporting entities that grant their employees share-based payments in
which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service
period. It requires that a performance target that affects vesting and that could be achieved after the requisite service period be
treated as a performance condition and follows existing accounting guidance for the treatment of performance conditions. The
standard will be effective for annual periods and interim periods within those annual periods beginning after December 15,
2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact on
the Company's financial position or results of operations.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
We are exposed to various types of market risk in the normal course of business, including the impact of interest rate changes
and changes in the prices of fuel and commodities. We employ risk management strategies that may include the use of
derivatives, such as interest rate swap agreements and interest rate cap agreements, to manage these exposures. We do not enter
into derivatives for trading purposes.
Interest Rate Risk
Our major market risk exposure of our financial instruments is changing interest rates in the United States and fluctuations in
LIBOR. The interest rate on borrowings under our Senior Secured Credit Facilities varies depending on prevailing interest rates
from time to time. We intend to manage interest rate risk through the use of a combination of fixed and floating rate debt. The
carrying value of our variable rate debt approximates fair value because interest rates are variable and, accordingly,
approximates current market rates for instruments with similar risk and maturities. The fair value of our debt is determined as
of the balance sheet date and is subject to change. The Term Loan B Facility and the Revolving Credit Facility each bear
interest at a base or LIBOR rate plus an applicable margin. The base rate is defined as the greater of the prime rate, federal
funds rate plus 50 basis points or LIBOR subject to a 0.75% floor. A 100 basis point change in the Term Loan B Facility
interest rate would result in a $17.5 change in interest expense.
We use interest rate caps to manage a portion of our debt obligations at a fixed interest rate, which are currently treated as
effective hedges for accounting purposes.
Fuel Price Risk
Fuel costs represent a significant operating expense. When economically practical, we may enter into new or renew contracts,
or engage in other strategies to mitigate market risk. Where appropriate, we have implemented a fuel fee that is designed to
recover a portion of our direct and indirect increases in our fuel costs. While we charge fuel fees to many of our customers, we
are unable to charge fuel fees to all customers. Consequently, an increase in fuel costs results in (1) an increase in our cost of
operations, (2) a smaller increase in our revenue (from the fuel fee) and (3) a decrease in our operating margin percentage,
because the increase in revenue is more than offset by the increase in cost. Conversely, a decrease in fuel costs results in (1) a
decrease in our cost of operations, (2) a smaller decrease in our revenue and (3) an increase in our operating margin percentage.
To manage our exposure to volatility in fuel prices, the company enters into fuel derivative contracts as a risk management tool
to mitigate the potential impact of certain market risks associated with fluctuations in fuel prices; however, because energy
prices can fluctuate significantly in a relatively short amount of time, the Company must also continually monitor and adjust its
risk management strategies to address not only fuel price increases, but also fuel price volatility. As evidenced by the extreme
decline in diesel fuel prices during the fourth quarter of 2014, diesel fuel prices are subject to significant volatility based on a
variety of factors. In addition, the cost of these risk management tools generally increases with sustained high potential for
volatility in the fuel market. During 2014, we utilized fuel derivative contracts to manage approximately 4.8 gallons of our fuel
purchases. For fiscal 2015 and 2016, we utilized fuel derivative contracts to manage 23.8 gallons and 13.4 gallons,
respectively. For a summary of our outstanding derivative instruments and changes in fair values as of and for the years ending
December 31, 2014 and 2013, respectively, see Note 8, Derivative Instruments and Hedging Activities, to our consolidated
financial statements in Item 8 of this Form10-K.
At our current consumption levels, a one-cent per gallon change in the price of diesel fuel changes our direct fuel costs by
approximately $0.3 on an annual basis, which would be partially offset by a smaller change in the fuel fees charged to our
customers and the impact of changes in fair value of our fuel derivative instruments. Accordingly, a substantial rise or drop in
fuel costs could have a material effect on our revenue, cost of operations and operating margin.
Our operations also require the use of certain petrochemical-based products (such as liners at our landfills) whose costs may
vary with the price of petrochemicals. An increase in the price of petrochemicals could increase the cost of those products,
which would increase our operating and capital costs. We also are susceptible to (1) fuel fees charged by our vendors, and
(2) other pricing from our vendors due to their increases in indirect fuel costs.
Commodities Prices
We market recycled products such as cardboard and newspaper from our materials recovery facilities. Market demand for
recyclable materials causes volatility in commodity prices. At current volumes and mix of materials, we believe a ten dollar per
44
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ton change in the price of recyclable materials will change revenue and operating income by approximately $6.0 and $4.8,
respectively, on an annual basis.
Inflation and Prevailing Economic Conditions
To date, inflation has not had a significant impact on our operations. Consistent with industry practice, most of our contracts
allow us to recover certain costs, including increases in landfill tipping fees and, in some cases, costs. Competitive factors may
require us to absorb at least a portion of these cost increases, particularly during periods of high inflation. Our business is
located mainly in the Southern, Midwestern and Eastern United States. Therefore, our business, financial condition and results
of operations are susceptible to downturns in the general economy in these geographic regions and other factors affecting the
regions, such as state regulations and severe weather conditions. We are unable to forecast or determine the timing and/or the
future impact of a sustained economic slowdown.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Management's Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Operations for the years ended December 31, 2014, December 31, 2013 and
December 31, 2012
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2014, December
31, 2013 and December 31, 2012
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014,
December 31, 2013 and December 31, 2012
Consolidated Statements of Cash Flows for the years ended December 31, 2014, December 31, 2013
and December 31, 2012
Page(s)
47
48
49
49
50
51
52
53
Notes to Consolidated Financial Statements
55–86
46
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Management Report on Internal Control Over Financial Reporting
Management of the Company, including the principal executive and financial officers, is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities
Exchange Act of 1934, as amended. Our internal controls are designed to provide reasonable assurance as to the reliability of
our financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with
accounting principles generally accepted in the United States and includes those policies and procedures that:
i. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the issuer;
ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are
being made only in accordance with authorizations of management and directors of the issuer; and
iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the issuer's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management of the Company assessed the effectiveness of our internal control over financial reporting as of December 31,
2014 based on the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework). Based on its assessment, management has concluded that our internal control over
financial reporting was effective as of December 31, 2014.
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Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
ADS Waste Holdings, Inc.
We have audited the accompanying consolidated balance sheets of ADS Waste Holdings, Inc. and Subsidiaries (the
“Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss,
stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over
financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of ADS Waste Holdings, Inc. and Subsidiaries at December 31, 2014 and 2013, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst & Young LLP
Independent certified public accountants
Jacksonville, FL
March 10, 2015
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Table of Contents
Consolidated Financial Statements
ADS Waste Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 2014 and 2013
(In millions of dollars, except shares)
Assets
Current assets
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $5.0 and $8.4,
respectively
Prepaid expenses and other current assets
Deferred income taxes
Assets of business held for sale
Total current assets
Restricted cash
Other assets, net
Property and equipment, net
Goodwill
Other intangible assets, net
Total assets
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
Accrued expenses
Deferred revenue
Current maturities of landfill retirement obligations
Current maturities of long-term debt
Liabilities of business held for sale
Total current liabilities
Other long-term liabilities, less current maturities
Long-term debt, less current maturities
Accrued landfill retirement obligations, less current maturities
Deferred income taxes
Total liabilities
Commitments and contingencies
Stockholders’ equity
Common stock: $.01 par value, 1,000 shares authorized, 1,000 and 1,000 shares
issued and outstanding
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Noncontrolling interests
Total stockholders’ equity
Total liabilities and stockholders’ equity
2014
2013
$
1.0
$
12.0
$
$
188.0
34.2
14.6
—
237.8
0.2
101.3
1,663.9
1,166.9
379.9
3,550.0
94.7
130.7
60.0
29.2
25.3
—
339.9
61.2
2,278.2
171.9
169.9
3,021.1
—
1,105.0
1.5
(577.6)
—
528.9
3,550.0
$
193.1
35.2
7.2
3.1
250.6
2.4
121.2
1,667.4
1,166.4
418.8
3,626.8
83.5
117.8
60.3
28.7
29.1
1.7
321.1
48.2
2,302.8
155.6
247.6
3,075.3
—
1,109.5
2.5
(560.5)
—
551.5
3,626.8
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
ADS Waste Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations
(In millions of dollars)
Service revenues
Operating costs and expenses
Operating expenses
Selling, general and administrative
Depreciation and amortization
Acquisition and development costs
Loss on disposal of assets
Asset impairment, including goodwill
Restructuring charges
Total operating costs and expenses
Operating income (loss)
Other income (expense)
Interest expense
Early extinguishment of debt
Other, net
Total other expense
Loss from continuing operations before income taxes
Income tax benefit
Loss from continuing operations
Discontinued operations
Loss from discontinued operations before income tax
Income tax benefit
Discontinued operations, net
Net loss
Less: Net loss attributable to noncontrolling interests
Net loss attributable to ADS Waste Holdings, Inc.
Year Ended December 31,
2014
2013
2012
$
1,403.0
$
1,319.1
$
537.9
896.1
154.9
271.4
0.1
1.2
5.3
4.6
1,333.6
69.4
(141.5)
—
(25.9)
(167.4)
(98.0)
(80.6)
(17.4)
832.8
170.9
278.9
1.2
2.6
0.6
10.0
1,297.0
22.1
(163.1)
—
0.3
(162.8)
(140.7)
(45.4)
(95.3)
(0.7)
(1.0)
0.3
(17.1)
—
(17.1) $
(29.6)
(7.1)
(22.5)
(117.8)
—
(117.8) $
$
336.7
101.0
104.1
1.2
2.1
43.7
9.9
598.7
(60.8)
(49.4)
(9.4)
1.3
(57.5)
(118.3)
(13.5)
(104.8)
(93.8)
(4.6)
(89.2)
(194.0)
(1.4)
(192.6)
The accompanying notes are an integral part of these consolidated financial statements.
50
Table of Contents
ADS Waste Holdings, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(In millions of dollars)
Net loss
Other comprehensive (loss) income, net of tax
Market value adjustments for hedges
Other comprehensive (loss) income
Less: Net loss attributable to noncontrolling interest
Comprehensive loss attributable to ADS Waste Holdings, Inc.
$
$
Year Ended December 31,
2014
2013
2012
(17.1) $
(117.8) $
(194.0)
(1.0)
(1.0)
—
(18.1) $
4.7
4.7
—
(113.1) $
1.0
1.0
(1.4)
(191.6)
The accompanying notes are an integral part of these consolidated financial statements.
51
Table of Contents
ADS Waste Holdings, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(In millions of dollars, except shares)
Common Stock
Additional
Paid-In
Officer
Promissory
Accumulated
Accumulated
Other
Comprehensive
Income
Noncontrolling
Total
Stockholders’
Shares
Amount
Capital
Notes
Deficit
(Loss)
Interests
Equity
Balance at December 31, 2011
1,000
Net loss
Unrealized gain resulting from change in fair
value of derivative instruments, net of tax
Capital contribution and proceeds from
issuance of shares
Interest receivable
Dividend distribution
Stock-based compensation expense
Balance at December 31, 2012
Net loss
Unrealized gain resulting from change in fair
value of derivative instruments, net of tax
Acquisition of noncontrolling interest
Stock-based compensation expense
Balance at December 31, 2013
Net loss
Unrealized gain resulting from change in fair
value of derivative instruments, net of tax
Share based compensation expense
Capital contribution from parent
Return of capital to parent
Balance at December 31, 2014
—
—
—
—
—
—
1,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
946.4
—
—
157.2
—
—
1.3
1,104.9
—
—
—
4.6
(30.4)
—
—
—
(0.8)
31.2
—
—
—
—
—
—
1,000
$ — $
1,109.5
$
— $
—
—
—
—
—
—
—
—
—
—
1,000.0
— $
—
—
4.5
0.1
(9.1)
1,105.0
$
—
—
—
—
—
— $
(195.4)
(192.6)
—
—
—
(54.7)
—
(442.7)
(117.8)
—
—
—
(560.5) $
(17.1)
—
—
—
—
(577.6) $
(3.2)
—
1.0
—
—
—
—
(2.2)
—
4.7
—
—
2.5
—
(1.0)
—
—
—
3.9
(1.4)
—
—
—
—
—
2.5
—
—
(2.5)
—
$
— $
—
—
—
—
—
1.5
$
— $
721.3
(194.0)
1.0
157.2
(0.8)
(23.5)
1.3
662.5
(117.8)
4.7
(2.5)
4.6
551.5
(17.1)
(1.0)
4.5
0.1
(9.1)
528.9
The accompanying notes are an integral part of these consolidated financial statements.
52
Table of Contents
ADS Waste Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In millions of dollars)
2014
Year Ended December 31,
2013
2012
Cash flows from operating activities
Net loss
Less: Net loss attributable to noncontrolling interest
Net loss attributable to company
Adjustments to reconcile net loss to net cash provided by operating activities
$
(17.1) $
—
(17.1)
(117.8) $
—
(117.8)
Depreciation and amortization
Amortization of option/interest rate cap premium
Amortization of terminated derivative contracts
Interest accretion loss contracts, other debt and long-term liabilities
Amortization of debt issuance costs
Accretion of original issue discount
Accretion on landfill retirement obligations
Provision for doubtful accounts
Loss on sale of property and equipment
Debt extinguishment loss
Share based compensation
Change in fair value of derivative instruments
Amortization of other long-term assets
Deferred tax benefit
Earnings in equity investee
Asset impairment
Changes in operating assets and liabilities, net of businesses acquired
Decrease (increase) in accounts receivable
Decrease (increase) in prepaid expenses and other current assets
Decrease (increase) in parts and supplies
Decrease (increase) in other assets
Increase in accounts payable
(Decrease) increase in accrued expenses
(Decrease) increase in unearned revenue
Increase (decrease) in other long-term liabilities
Capping, closure and post-closure expenditures
Payment for interest rate caps
Payment to extinguish interest rate swaps
Net cash provided by operating activities
Cash flows from investing activities
Purchases of property and equipment and construction and development
Proceeds from sale of property and equipment
Proceeds from maturity of securities
Purchase of intangibles
Repayments of notes receivable
Acquisition of businesses, net of cash acquired
Proceeds from disposition of businesses
Net cash used in investing activities
Cash flows from financing activities
Proceeds from borrowings on long-term debt
Repayment on long-term debt
Deferred financing charges
Bank overdraft
(Return of capital)/proceeds from issuance of shares and capital contributions
Distributions of retained earnings
Other financing activities
Net cash (used in) provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
271.7
2.1
—
2.2
15.1
4.9
13.5
4.2
0.8
—
4.5
27.3
0.3
(84.5)
(0.1)
5.3
1.7
1.1
0.2
2.9
3.8
(6.6)
(1.7)
5.4
(13.8)
—
—
243.2
(196.4)
3.0
—
—
—
(9.9)
2.1
(201.2)
95.0
(141.3)
(1.3)
1.4
(9.0)
—
2.2
(53.0)
(11.0)
12.0
1.0
$
284.8
1.3
6.0
2.7
12.6
5.0
15.0
7.7
2.6
—
4.6
—
—
(57.0)
(0.3)
25.5
(5.1)
(2.2)
(0.6)
(1.1)
5.7
(0.3)
4.6
(1.4)
(12.0)
—
—
180.3
(158.1)
3.4
5.0
—
0.1
(50.4)
45.2
(154.8)
184.0
(196.8)
(22.9)
(3.3)
—
—
6.7
(32.3)
(6.8)
18.8
12.0
$
$
The accompanying notes are an integral part of these consolidated financial statements.
53
(194.0)
(1.4)
(192.6)
126.2
—
1.0
1.2
5.0
1.1
8.1
2.8
2.1
9.4
1.3
—
—
(18.5)
(0.2)
124.9
(37.6)
0.1
0.2
(7.6)
10.5
17.3
25.8
(5.2)
(6.2)
(5.0)
(7.5)
55.2
(86.4)
1.5
—
(0.4)
0.2
(1,895.4)
—
(1,980.5)
2,395.3
(518.6)
(73.0)
0.6
157.4
(23.5)
(1.0)
1,937.2
11.9
6.9
18.8
Table of Contents
ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
1. Business Operations
Business Operations
ADS Waste Holdings, Inc. (the “Company” or “ADS Waste”) together with its consolidated subsidiaries, as a
consolidated entity, is a regional environmental services company providing nonhazardous solid waste collection, transfer,
recycling and disposal services to customers in the Southeast, Midwest and Eastern regions of the United States, as well as in
the Commonwealth of the Bahamas. The Company is wholly owned by ADS Waste Holdings Corp. (the “Parent”).
The Company currently manages and evaluates our principal operations through three reportable operating segments on a
regional basis. Those operating segments are the South, East and Midwest regions which provide collection, transfer, disposal
(in both solid waste and non-hazardous waste landfills), recycling services and billing services. Additional information related
to our segments can be found in Note 22.
On November 20, 2012, ADS Waste purchased Veolia ES Solid Waste, Inc. from Veolia Environnment S.A. for $1,900
and changed the name to MWStar Holdings Corp (“Veolia ES Solid Waste division”). The consolidated company does business
as ADS Waste Holdings, Inc.
2.
Summary of Significant Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements include its wholly-owned subsidiaries of Advanced Disposal Services
South, Inc. and Advanced Disposal Services East, Inc. and their respective subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation. The acquisition of the Veolia ES Solid Waste Division was accounted
for as a purchase transaction and recorded at fair market value in accordance with current accounting guidance.
Use of Estimates
In preparing our financial statements that conform with accounting principles generally accepted in the United States of
America, management uses estimates and assumptions that affect the amounts reported in these financial statements and
accompanying notes. We must make these estimates and assumptions because certain information that we use is dependent on
future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated
based on generally accepted methodologies. In preparing our financial statements, the more subjective areas that deal with the
greatest amount of uncertainty relate to our accounting for our long-lived assets, including recoverability, landfill development
costs, and final capping, closure and post-closure costs, our valuation allowances for accounts receivable and deferred tax
assets, our liabilities for potential litigation, claims and assessments, our liabilities for environmental remediation, stock
compensation, accounting for goodwill and intangible asset impairments, deferred taxes, uncertain tax positions, self-insurance
reserves, and our estimates of the fair values of assets acquired and liabilities assumed in any acquisition. Each of these items is
discussed in more detail elsewhere in these Notes to the Consolidated Financial Statements. Our actual results may differ
significantly from our estimates.
Cash and Cash Equivalents
Cash equivalents include highly liquid investments with original maturities of three months or less when purchased.
Restricted Cash
Restricted cash consists of amounts held for landfill closure and post-closure financial assurance. The balances will
fluctuate based on changes in statutory requirements, future deposits made to comply with contractual arrangements, ongoing
use of funds for qualifying events or the acquisitions or divestitures of landfills.
Parts and Supplies Inventory
Parts and supplies consist primarily of spare parts, fuel, tires, lubricants and processed recycled materials. Parts and
supplies are stated at the lower of cost or market value utilizing an average cost method and are included in prepaid expenses
and other current assets in the accompanying consolidated balance sheets.
Revenue Recognition
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
The Company recognizes revenues as the services are provided. Revenue is recognized as waste is collected, as tons are
received at the landfill or transfer stations, as recycled commodities are delivered to a customer, or as services are rendered to
customers. Certain customers are billed and pay in advance and, accordingly, recognition of the related revenues is deferred
until the services are provided. Revenues are reported net of applicable state landfill taxes. No customer represented more than
5% of revenues for the years ended December 31, 2014, 2013 or 2012.
Trade Receivables
The Company records trade receivables when billed or when services are performed, as they represent claims against
third parties that will generally be settled in cash. The carrying value of our receivables, net of the allowance for doubtful
accounts, represents the estimated net realizable value. We estimate losses for uncollectible accounts based on an evaluation of
the aged accounts receivable and the likelihood of collection of the receivable based on historical collection data and existing
economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further
consideration is given to the collectability of those balances.
Insurance Reserves
The Company uses a combination of insurance with high deductibles and self-insurance for various risks including
workers compensation, vehicle liability, general liability and employee group health claims. The exposure for unpaid claims
and associated expenses, including incurred but not reported losses, is estimated by factoring in pending claims and historical
trends data and other actuarial assumptions. In estimating our claims liability, we analyze our historical trends, including loss
development and apply appropriate loss development factors to the incurred costs associated with the claims. The discounted
estimated liability associated with settling unpaid claims is included in accrued expenses and other long-term liabilities in the
consolidated balance sheets.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash,
accounts receivable and derivative instruments. The Company maintains cash and cash equivalents with banks that at times
exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high
quality financial institutions. The Company has not experienced any losses in such accounts.
The Company generally does not require collateral on its trade receivables. Credit risk on accounts receivable is
minimized as a result of the large and diverse nature of the Company’s customer base and its ability to discontinue service, to
the extent allowable, to non-paying customers. No single customer represented greater than 5% of total accounts receivable at
December 31, 2014 and 2013, respectively.
Asset Impairments
The Company monitors the carrying value of our long-lived assets for potential impairment and test the recoverability of
such assets whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. These
events or changes in circumstances, including management decisions pertaining to such assets, are referred to as impairment
indicators. Typical indicators that an asset may be impaired include (i) a significant adverse change in legal factors in the
business climate, (ii) an adverse action or assessment by a regulator, and (iii) a significant adverse change in the extent or
manner in which a long-lived asset is being utilized or in its physical condition. If an impairment indicator occurs, we perform a
test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows.
If cash flows cannot be separately and independently identified for a single asset, we will determine whether an impairment has
occurred for the asset group for which we can identify the projected cash flows. If the carrying values are in excess of
undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset or asset group to
its carrying value. Fair value is generally determined by considering (i) internally developed discounted projected cash flow
analysis of the asset or asset group; (ii) third-party valuations; and/or (iii) information available regarding the current market for
similar assets. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by
which the carrying value exceeds the fair value of the asset.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and
improvements are capitalized and maintenance activities are expensed as incurred. When property and equipment are retired,
sold, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
loss is included in the results of operations. Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less cost to sell. Depreciation expense is calculated using the straight-line method
over the estimated useful lives or the lease term, whichever is shorter. Estimated useful lives are as follows:
Vehicles
Machinery and equipment
Containers
Furniture and fixtures
Building and improvements
Years
5–10
3–10
5–15
5–7
5–39
Leases
We lease property and equipment in the ordinary course of our business. Our most significant lease obligations are for
property and equipment specific to our industry, including real property operated as landfills and transfer stations. Our leases
have varying terms. Some may include renewal or purchase options, escalation clauses, restrictions, penalties or other
obligations that we consider in determining minimum lease payments. The leases are classified as either operating leases or
capital leases, as appropriate.
The majority of our leases are operating leases. This classification generally can be attributed to either (i) relatively low
fixed minimum lease payments as a result of real property lease obligations that vary based on the volume of waste we receive
or process or (ii) minimum lease terms that are much shorter than the assets’ economic useful lives. Management expects that in
the normal course of business our operating leases will be renewed, replaced by other leases, or replaced with fixed asset
expenditures. Our rent expense during each of the last three years and our future minimum operating lease payments for each of
the next five years for which we are contractually obligated as of December 31, 2014 are disclosed in Note 14.
Assets under capital leases are capitalized using interest rates determined at the inception of each lease and are amortized
over either the useful life of the asset or the lease term, as appropriate, on a straight-line basis. The present value of the related
lease payments is recorded as a debt obligation.
From an operating perspective, landfills that are leased are similar to landfills we own because generally we own the
landfill’s operating permit and will operate the landfill for the entire lease term, which in many cases is the life of the landfill.
As a result, our landfill leases are generally capital leases. For landfill capital leases that provide for minimum contractual rental
obligations, we record the present value of the minimum obligation as part of the landfill asset, which is amortized on a units-
of-consumption basis over the shorter of the lease term or the life of the landfill. The Company's one leased landfill was sold in
fiscal 2013 (Note 4).
Landfill Accounting
Costs Basis of Landfill Assets — Landfills are typically developed in a series of cells, each of which is constructed, filled
and capped in sequence over the operating life of the landfill. When the final cell is filled and the operating life of the landfill is
completed, the cell must be capped and then closed and post-closure care and monitoring activities begin. Capitalized landfill
costs include expenditures for land (which includes the land of the landfill footprint and landfill buffer property and setbacks)
and related airspace associated with the permitting, development and construction of new landfills, expansions at existing
landfills, landfill gas systems and landfill cell development. Landfill permitting, development and construction costs represent
direct costs related to these activities, including land acquisition, engineering, legal and construction. These costs are deferred
until all permits are obtained and operations have commenced at which point they are capitalized and amortized. If necessary
permits are not obtained, costs are charged to operations. The cost basis of our landfill assets also includes asset retirement
costs, which represent estimates of future costs associated with landfill final capping, closure and post-closure activities.
Final Capping, Closure and Post-Closure Costs — The following is a description of our asset retirement activities and
related accounting:
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Final Capping — Includes installing flexible membrane and geosynthetic clay liners, drainage and compact soil
layers, and topsoil, and is constructed over an area of the landfill where total airspace capacity has been consumed and waste
disposal operations have ceased. These final capping activities occur in phases as needed throughout the operating life of a
landfill as specific areas are filled to capacity and the final elevation for that specific area is reached in accordance with the
provisions of the operating permit. Final capping asset retirement obligations are recorded on a units-of-consumption basis as
airspace is consumed related to the specific final capping event with a corresponding increase in the landfill asset. Each final
capping event is accounted for as a discrete obligation and recorded as an asset and a liability based on estimates of the
discounted cash flows and capacity associated with each final capping event.
Closure and post-closure — These activities involve methane gas control, leachate management and groundwater
monitoring, surface water monitoring and control, and other operational and maintenance activities that occur after the site
ceases to accept waste. The post-closure period generally runs for 30 years or longer after final site closure for landfills.
Landfill costs related to closure and post-closure are recorded as an asset retirement obligation as airspace is consumed over the
life of the landfill with a corresponding increase in the landfill asset. Obligations are recorded over the life of the landfill based
on estimates of the discounted cash flows associated with performing the closure and post-closure activities.
The Company updates annually its estimates for these obligations considering the respective State regulatory
requirements, input from our internal engineers, operations, and accounting personnel and external consulting engineers. The
closure and post-closure requirements are established under the standards of the U.S. Environmental Protection Agency’s
Subtitle D regulations as implemented and applied on a state-by-state basis. These estimates involve projections of costs that
will be incurred as portions of the landfill are closed and during the post-closure monitoring period.
Capping, closure and post-closure costs are estimated assuming such costs would be incurred by a third party contractor
in present day dollars and are inflated by the 20-year average change in the historical Consumer Price Index (consistent
historical rate which agrees to historical CPI per government website of 2.50% from 1991 to 2014) to the time periods within
which it is estimated the capping, closure and post-closure costs will be expended. We discount these costs to present value
using the credit-adjusted, risk-free rate effective at the time an obligation is incurred, consistent with the expected cash flow
approach. Any change that results in an upward revision to the estimated cash flows are treated as a new liability and
discounted at the current rate while downward revisions are discounted at the historical weighted-average rate of the recorded
obligation. As a result, the credit-adjusted, risk-free discount rate used to calculate the present value of an obligation is specific
to each individual asset retirement obligation. The range of rates utilized within the calculation of our asset retirement
obligations at December 31, 2014 is between 6.4% and 10.5%.
The Company records the estimated fair value of the final capping, closure and post-closure liabilities for its landfills
based on the capacity consumed in the current period. The fair value of the final capping obligations is developed based on the
Company’s estimates of the airspace consumed to date for each final capping event and the expected timing of each final
capping event. The fair value of closure and post-closure obligations is developed based on the Company’s estimates of the
airspace consumed to date for the entire landfill and the expected timing of each closure and post-closure activity. Because
these obligations are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of
future final capping, closure and post-closure activities could result in a material change in these liabilities, related assets and
results of operations. The Company assesses the appropriateness of the estimates used to develop our recorded balances
annually, or more often if significant facts change.
Changes in inflation rates or the estimated costs, timing or extent of future final capping, closure and post-closure
activities typically result in both (i) a current adjustment to the recorded liability and landfill asset; and (ii) a change in liability
and asset amounts to be recorded prospectively over either the remaining capacity of the related discrete final capping event or
the remaining permitted and expansion airspace (as defined below) of the landfill. Any changes related to the capitalized and
future cost of the landfill assets are then recognized in accordance with our amortization policy, which would generally result in
amortization expense being recognized prospectively over the remaining capacity of the final capping event or the remaining
permitted and expansion airspace of the landfill, as appropriate. Changes in such estimates associated with airspace that has
been fully utilized result in an adjustment to the recorded liability and landfill assets with an immediate corresponding
adjustment to landfill airspace amortization expense.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Interest accretion on final capping, closure and post-closure liabilities is recorded using the effective interest method and
is recorded in operating expenses in the consolidated statements of operations.
Amortization of Landfill Assets — The amortizable basis of a landfill includes (i) amounts previously expended and
capitalized; (ii) capitalized and projected landfill final capping, closure and post-closure costs; (iii) projections of future
acquisition and development costs required to develop the landfill site to its remaining permitted and expansion capacity; and
(iv) land underlying both the footprint of the landfill and the surrounding required setbacks and buffer land.
Amortization is recorded on a units-of-consumption basis, applying expense as a rate per ton. The rate per ton is
calculated by dividing each component of the amortizable basis of a landfill by the number of tons needed to fill the
corresponding asset’s airspace. For landfills that we do not own, but operate through operating or lease arrangements, the rate
per ton is calculated based on expected capacity to be utilized over the lesser of the contractual term of the underlying
agreement or the life of the landfill.
Landfill site costs are depleted to zero upon final closure of a landfill. The Company develops our estimates of the
obligations using input from our operations personnel, engineers and accountants and the obligations are based upon
interpretation of current requirements and proposed regulatory changes and intended to approximate fair value. The estimate of
fair value is based upon present value techniques using historical experience and, where available, quoted or actual market
prices paid for similar work.
The determination of airspace usage and remaining airspace is an essential component in the calculation of landfill asset
depletion. This estimation is performed by conducting periodic topographic surveys, using aerial survey techniques, of the
Company’s landfill facilities to determine remaining airspace in each landfill. The surveys are reviewed by the Company’s
external consulting engineers, internal operating staff, and its management, financial and accounting staff.
Remaining airspace will include additional “deemed permitted” or unpermitted expansion airspace if the following
criteria are met:
(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;
(5) Financial analysis has been completed and the results demonstrate that the expansion has a positive financial and
operational impact.
Senior management must have reviewed and approved all of the above. Of our 42 active landfills, nine include deemed
permitted airspace at December 31, 2014.
Upon successful meeting of the preceding criteria, the costs associated with developing, constructing, closing and
monitoring the total additional future capacity are considered in the calculation of the amortization and closure and post-closure
rates.
Once expansion airspace meets these criteria for inclusion in the Company’s calculation of total available disposal
capacity, management continuously monitors each site’s progress in obtaining the expansion permit. If at any point it is
determined that an expansion area no longer meets the required criteria, the deemed expansion airspace is removed from the
landfill’s total available capacity, and the rates used at the landfill to amortize costs to acquire, construct, close and monitor the
site during the post-closure period are adjusted prospectively. In addition, any amounts related to the probable expansion are
charged to expense in the period in which it is determined that the criteria are no longer met.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Once the remaining permitted and expansion airspace is determined in cubic yards, an airspace utilization factor (“AUF”)
is established to calculate the remaining permitted and expansion capacity in tons. The AUF is established using the measured
density obtained from previous annual surveys and is then adjusted to account for future settlement. The amount of settlement
that is forecasted will take into account several site-specific factors including: current and projected mix of waste type, initial
and projected waste density, estimated number of years of life remaining, depth of underlying waste, anticipated access to
moisture through precipitation or recirculation of landfill leachate and operating practices. In addition, the initial selection of
the AUF is subject to a subsequent multi-level review by our engineering group, and the AUF used is reviewed on a periodic
basis and revised as necessary. Our historical experience generally indicates that the impact of settlement at a landfill is greater
later in the life of the landfill when the waste placed at the landfill approaches its highest point under the permit requirements.
After determining the costs and remaining permitted and expansion capacity at each of our landfills, we determine the per
ton rates that will be expensed as waste is received and deposited at the landfill by dividing the costs by the corresponding
number of tons. We calculate per ton amortization rates for each landfill for assets associated with each final capping event, for
assets related to closure and post-closure activities and for all other costs capitalized or to be capitalized in the future. These
rates per ton are updated annually, or more often, as significant facts change.
It is possible that the Company’s estimates or assumptions could ultimately be significantly different from actual results.
In some cases the Company may be unsuccessful in obtaining an expansion permit or the Company may determine that an
expansion permit that the Company previously thought was probable has become unlikely. To the extent that such estimates, or
the assumptions used to make those estimates, prove to be significantly different than actual results, or the belief that the
Company will receive an expansion permit changes adversely in a significant manner, the costs of the landfill, including the
costs incurred in the pursuit of the expansion, may be subject to impairment testing and lower profitability may be experienced
due to higher amortization rates, higher capping, closure and post-closure rates, and higher expenses or asset impairments
related to the removal of previously included expansion airspace.
The assessment of impairment indicators and the recoverability of our capitalized costs associated with landfills and
related expansion projects require significant judgment due to the unique nature of the waste industry, the highly regulated
permitting process and the estimates involved. During the review of a landfill expansion application, a regulator may initially
deny the expansion application although the permit is ultimately granted. In addition, management may periodically divert
waste from one landfill to another to conserve remaining permitted landfill airspace, or a landfill may be required to cease
accepting waste, prior to receipt of the expansion permit. However, such events occur in the ordinary course of business in the
waste industry and do not necessarily result in an impairment of our landfill assets because, after consideration of all facts, such
events may not affect our belief that we will ultimately obtain the expansion permit. As a result, our tests of recoverability,
which generally make use of a cash flow estimation approach, may indicate that an impairment loss should be recorded. No
landfill impairments were recorded for the years ended December 31, 2014 and 2013. At December 31, 2012, one of our
landfill sites was deemed to be impaired due to permitting issues and we recorded an impairment charge of approximately $43.7
for the year ended December 31, 2012 in the East region. We performed tests of recoverability for this landfill and the carrying
value exceeded the undiscounted cash flows.
Capitalized Interest
The Company capitalizes interest on certain projects under development, including landfill construction projects. For the
years ending December 31, 2014, 2013 and 2012, total interest cost was $141.5, $163.1 and $49.4, respectively, of which $1.6,
$0.6 and $0.3 was capitalized.
Derivative Financial Instruments
The Company uses interest rate caps and swaps to manage interest rate risk on its variable rate debt. The Company uses
commodity futures contracts as an economic hedge to reduce the exposure of changes in diesel fuel and natural gas prices. The
instruments qualifying for hedge accounting treatment have been designated as cash flow hedges for accounting purposes with
changes in fair value, to the extent effective, recognized in accumulated other comprehensive income within the equity section
of the consolidated balance sheets. Amounts are reclassified into earnings when the forecasted transaction affects earnings for
the commodity derivatives. Any ineffectiveness for those instruments that do not qualify for hedge accounting, the amount of
ineffectiveness or change in market value, respectively is recognized into earnings immediately without offset. The commodity
futures contracts do not qualify for hedge accounting and as such changes in fair value are recognized in other income/
(expense), net in the consolidated statements of operations. The fair values of the derivatives are included in other current or
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
long-term assets or other current or long term liabilities as appropriate. The Company obtains current valuations of its
commodity futures contracts and interest rate caps based on quotes received from financial institutions that trade these contracts
and a current forward fixed price swap curve, respectively.
Debt Issuance Costs
The costs related to the issuance of debt are capitalized and amortized to interest expense using either the straight-line
method over the life of the related debt, which approximates the effective interest method or the effective interest method.
During fiscal 2014 and 2013, the Company refinanced its Term B Loan and the transaction was accounted for as a
modification of debt. The total amount of debt costs capitalized for the years ended December 31, 2014 and 2013, respectively
were approximately $1.3 and $22.9, respectively and there were no debt issuance costs written off for the year ended
December 31, 2014 and 2013, respectively. For the year ended December 31, 2012, the Company wrote-off approximately $9.4
of debt issuance costs related to the extinguishment of its revolving lines of credit and term loans, which was accomplished
through an issuance of senior notes and refinancing of its revolving lines of credit and term loans in connection with the
acquisition of Veolia ES Solid Waste division. The transaction was accounted for as an extinguishment and these charges are
included in early extinguishment of debt in the consolidated statements of operations.
Debt issuance costs are amortized to interest expense during the year using the straight-line method or the effective
interest method. For the years ended December 31, 2014, 2013 and 2012, the Company amortized $15.1, $12.6 and $5.0,
respectively, of these costs to interest expense.
Acquisitions
The Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets
and liabilities, based on fair values as of the date of acquisition. Any excess of purchase price over the fair value of the net
assets acquired is recorded as goodwill.
In certain acquisitions, we agree to pay additional amounts to sellers contingent upon achievement by the acquired
businesses of certain negotiated goals, such as targeted revenue levels, targeted disposal volumes or the issuance of permits for
expanded landfill airspace. We have recognized liabilities for these contingent obligations based on their estimated fair value at
the date of acquisition with any differences between the acquisition date fair value and the ultimate settlement of the obligations
being recognized as an adjustment to income from operations.
Assets and liabilities arising from contingencies such as pre-acquisition environmental matters and litigation are
recognized at their acquisition date fair value when their respective fair values can be determined. If the fair values of such
contingencies cannot be determined, we report provisional amounts for which the accounting is incomplete.
Acquisition date fair value estimates are revised as necessary and accounted for as an adjustment to income from
operations if, and when, additional information becomes available to further define and quantify assets acquired and liabilities
assumed. All acquisition-related transaction costs have been expensed as incurred.
Goodwill
Goodwill is the excess of the Company’s purchase price over the fair value of the net identifiable assets of acquired
businesses. The Company does not amortize goodwill. Goodwill is subject to at least an annual assessment for impairment by
evaluating quantitative factors.
The Company performs a quantitative assessment or two-step impairment test to determine whether a goodwill
impairment exists at a reporting unit. The reporting units are equivalent to the Company’s segments and when an individual
business within an integrated operating segment is divested, goodwill is allocated to that business based on its fair value relative
to the fair value of its operating segment. The Company compares the fair value with its carrying amount to determine if there
is potential impairment of goodwill. If the carrying value exceeds estimated fair value, there is an indication of potential
impairment and the second step is performed to measure the amount of impairment. Fair value is estimated using an equal
weighting between a market approach and an income approach based on forecasted cash flows. Fair value computed via this
method is arrived at using a number of factors, including projected future operating results, economic projections, anticipated
future cash flows and comparable marketplace data. There are inherent uncertainties related to these factors and to our
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
judgment in applying them to this analysis. However, the Company believes that this method provides a reasonable approach to
estimating the fair value of its reporting units.
The Company performs its annual assessment as of December 31 of each year. The impairment test indicated the fair
value of each reporting unit exceeded the carrying value. If we do not achieve our anticipated disposal volumes, our collection
or disposal rates decline, our costs or capital expenditures exceed our forecasts, costs of capital increase, or we do not receive
landfill expansions, the estimated fair value could decrease and potentially result in an impairment charge in the future. Refer to
Note 4 for information regarding impairment charges recorded in connection with discontinued operations. The Company
recorded no goodwill impairment charges for the years ended December 31, 2014, 2013 and 2012, respectively in connection
with the assessment.
Intangible Assets, Net
Intangible assets are stated at cost less accumulated amortization and consist of noncompete agreements, tradenames,
customer contracts and customer lists and are amortized over their estimated useful lives. The carrying values of intangibles are
periodically reviewed by management to determine if the facts and circumstances suggest that they may be impaired. If the
carrying value exceeds estimated fair value, an impairment charge would be recognized in the amount of the excess. Fair value
is typically estimated using an income approach for the respective asset, as described above. The Company recorded
impairment charges of $2.7 and $0.6 for the years ended December 31, 2014 and 2013 related to the discontinuance of trade
name and certain customer lists. No such impairments have been identified for the year ended December 31, 2012 in connection
with ongoing operations. Refer to Note 4 for information regarding impairment charges recorded in connection with
discontinued operations.
Income Taxes
The Company is subject to income tax in the United States. Current tax obligations associated with the provision for
income taxes are reflected in the accompanying consolidated balance sheets as a component of accrued expenses and the
deferred tax obligations are reflected in deferred income tax asset or liability. Deferred income taxes arise from temporary
differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.
Deferred income taxes are classified as current or noncurrent, depending on the classification of the assets and liabilities to
which they relate. Deferred income taxes arising from temporary differences that are not related to an asset or liability are
classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse.
Significant judgment is required in assessing the timing and amounts of deductible and taxable items. We establish reserves for
uncertain tax positions, when despite our belief that our tax return positions are fully supportable, we believe that certain
positions may be challenged and potentially disallowed. When facts and circumstances change, we adjust these reserves
through our provision for income taxes. To the extent interest and penalties may be assessed by taxing authorities on any
underpayment of income tax, such amounts have been accrued and are classified as a component of tax expense in our
consolidated statements of operations.
Contingencies
We are subject to various legal proceedings, claims and regulatory matters, the outcomes of which are subject to
significant uncertainty. In general, we determine whether to disclose or accrue for loss contingencies based on an assessment of
whether the risk of loss is remote, reasonably possible or probable, and whether it can be reasonably estimated. We assess our
potential liability relating to litigation and regulatory matters based on information available to us. Management develops its
assessment based on an analysis of possible outcomes under various strategies. We accrue for loss contingencies when such
amounts are probable and reasonably estimable. If a contingent liability is only reasonably possible, we disclose the potential
range of the loss, if estimable. (Note 20)
New Accounting Standards
In May 2014, the Financial Accounting Standards Board ("FASB") issued authoritative guidance regarding revenue recognition
from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific
guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to
customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a
five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include
capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of
variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's
contracts with customers. The guidance is effective for the interim and annual periods beginning or or after December 15, 2016.
The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected
a transition method is are currently evaluating the impact of the amended guidance on its consolidated financial position, results
of operations and related disclosure.
Furthermore, the FASB issued guidance governing classification of discontinued operations. Upon adoption in 2015,
certain future business dispositions may no longer meet the criteria for classification as discontinued operations.
In June 2014, the FASB issued guidance that applies to all reporting entities that grant their employees share-based
payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the
requisite service period. It requires that a performance target that affects vesting and that could be achieved after the requisite
service period be treated as a performance condition and follows existing accounting guidance for the treatment of performance
conditions. The standard will be effective for annual periods and interim periods within those annual periods beginning after
December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have a
material impact on the Company's financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities” (“ASU
No. 2011-11”) to require new disclosures about offsetting assets and liabilities to help enable users of financial statements
evaluate certain significant quantitative differences in balance sheets prepared under U.S. GAAP. ASU No. 2011-11 is effective
for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The
adoption did not have a material impact on the Company's consolidated financial statements.
Reclassifications
When necessary, reclassifications have been made to our prior period consolidated financial information in order to
conform to the current year presentation due to a change in management's philosophy of the nature regarding certain customer
service costs. For fiscal periods 2013 and 2012, the Company reclassified $6.9 and $3.5, respectively of costs from selling,
general and administrative to operating expenses in connection with charges that relate to personnel associated with dispatch
and routing functions due to a change in the way management views these costs.
3. Acquisitions
For the year ended December 31, 2014, the Company completed the acquisitions of eight collection companies.
Consideration transferred amounted to approximately $8.6 for these acquisitions during fiscal 2014, of which $0.8 will be paid
in 2015. Transaction costs related to these acquisitions were not significant for the year ended December 31, 2014.
For the year ended December 31, 2013, the Company completed the acquisitions of seventeen collection companies.
Consideration transferred amounted to approximately $31.3 for these acquisitions during fiscal 2013, of which $1.5 was paid in
2014. Transaction costs related to these acquisitions were not significant for the year ended December 31, 2013.
As discussed in Note 1 to the consolidated financial statements, effective November 20, 2012, ADS Waste acquired the
stock of Veolia ES Solid Waste division from Veolia Environnment S.A. for a purchase price of approximately $1.9 billion
subject to a working capital and net company debt adjustment which was completed within one year from date of purchase. In
September 2013, the Company paid an additional $20.6 related to the working capital and net Company debt adjustment and in
November 2013 completed the final opening balance sheet adjustments which were not significant. Approval of the transaction
by the United States Department of Justice was granted pursuant to a consent decree issued in November 2012, provided the
Company sell certain assets, including one landfill and two transfer stations in Central Georgia, three commercial waste
collection routes in the Macon, Georgia area and three transfer stations in northern New Jersey. The sale of those assets was
completed in fiscal 2013 (Note 4). Transaction costs incurred in connection with the acquisition were approximately $26.5.
The results of operations of each acquisition are included in the consolidated statements of operations of the Company
subsequent to the closing date of each acquisition.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
The following table summarizes the estimated fair values of the assets acquired by year of acquisition:
Current assets
Property and equipment
Goodwill
Other intangible assets
Total assets acquired
Current liabilities
Total liabilities assumed
Net assets acquired
2014
2013
$
$
$
0.5
2.6
1.3
5.5
9.9
1.3
1.3
8.6
$
$
$
The following table presents the allocation of the purchase price to other intangible assets:
Customer lists and contracts
Tradenames
Noncompete
2014
2013
$
$
4.3
—
1.2
5.5
$
$
0.5
12.9
4.3
13.8
31.5
0.2
0.2
31.3
12.8
0.1
0.9
13.8
The amount of goodwill deductible for tax purposes was $113.7 and $132.6 at December 31, 2014 and 2013, respectively.
The weighted average remaining life of other intangible assets in years at December 31, 2014 is as follows:
Customer lists and contracts
Tradenames
Noncompete
15.0
0.5
5.0
The amounts of revenue and earnings of Veolia ES Solid Waste included in the consolidated statements of operations
from the acquisition date to December 31, 2012 are as follows:
Revenue
Net loss
$
93.0
(8.8)
The following represents the pro forma consolidated statements of operations as if the acquisition of Veolia ES Solid
Waste had been included in the consolidated results of the Company for the entire year ending December 31, 2012:
Revenue
Earnings
$
1,294.7
(105.0)
Goodwill and or intangible assets increased by $0.1, $26.6 and $0.1, primarily relating to working capital adjustments
completed in the preceding year for the years ended December 31, 2014, 2013 and 2012, respectively.
4. Discontinued Operations
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
The Company completed the sale of certain assets and liabilities in Oxford, MA for approximately $3.7 in December
2013 and recorded a loss of $11.1 in connection with the sale, as the selling price was less than the carrying value. The loss on
the sale in 2013 and the results of operations have been included in discontinued operations in the accompanying consolidated
statements of operations for the applicable periods presented.
The Company entered into a letter of intent in December 2013, to sell certain assets in Panama City, FL for approximately
$2.0 and in connection with the planned divestiture recorded an impairment charge of $3.6 for the year ended December 31,
2013, as the fair value determined through the selling price was less than the carrying value. The sale was completed in January
2014 and the assets are classified as held for sale in the accompanying consolidated balance sheets as of December 31, 2013
and the impairment charge in 2013 and the results of operations have been included in discontinued operations in the
accompanying consolidated statements of operations for all periods presented.
In connection with the acquisition of Veolia ES Solid Waste division, the Company was required by the United States
Department of Justice to divest certain businesses. The Company completed the divestitures in 2013, as required for those
businesses in Georgia and New Jersey and recorded no additional impairment charge upon sale for the year ended
December 31, 2013. An impairment charge of $13.7 was recorded for the year ended December 31, 2012, as the fair value
determined through the selling price was less than the carrying value. The results of operations have been included in
discontinued operations in the accompanying consolidated statements of operations for the applicable periods presented.
The Company completed the sale of certain assets and liabilities in New York and New Jersey for approximately $45.0, of
which $25.0 was received in cash on the date of closing, $5.0 was received in December 2013 and the remainder in the form of
a mandatorily redeemable preferred security, which matures in 2017. The Company also reacquired the outstanding minority
interest of $2.5 previously held by the minority shareholder in August 2013. In connection with the divestiture, the Company
recorded an impairment charge of approximately $7.6 and $26.7 for the years ended December 31, 2013 and 2012, respectively.
The results of operations have been included in discontinued operations in the accompanying consolidated statements of
operations for the applicable periods presented.
The Company terminated a long-term lease agreement for one of its landfills. An impairment charge of approximately
$39.8 was recorded on long-lived landfill assets no longer being used for the year ended December 31, 2012. The Company has
classified the results of operations of this landfill as discontinued operations for the applicable periods presented in the
accompanying consolidated statements of operations.
The following table summarizes the assets and liabilities of those businesses that are presented as held for sale in the
accompanying consolidated balance sheets at December 31, 2014 and 2013, respectively.
ASSETS
Accounts receivable, net
Prepaid expenses and other current assets
Property, plant and equipment, net
Total assets
LIABILITIES
Accounts payable
Deferred revenue
Accrued expenses
Total liabilities
2014
2013
— $
—
—
— $
— $
—
—
— $
0.7
0.3
2.1
3.1
1.0
0.3
0.4
1.7
$
$
$
$
The following table summarizes the revenues and expenses of those businesses that are presented as discontinued
operations in the accompanying consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Service revenues
Operating costs and expenses
Operating expenses
Selling, general and administrative
Depreciation and amortization
Gain on disposal of assets
Asset impairment
Total expenses
Other (expense) income
Interest expense
Total other (expense) income
Loss from discontinued operations before income tax
Tax benefit
Income (loss) from discontinued operations, net of taxes
5. Restricted Cash
Restricted cash consists of the following at December 31:
2014
2013
2012
$
0.4
$
104.3
$
127.6
0.9
0.3
0.3
(0.4)
—
1.1
—
—
(0.7)
(1.0)
0.3
$
98.7
6.9
5.9
—
22.4
133.9
—
—
(29.6)
(7.1)
(22.5) $
112.4
5.6
22.2
(0.9)
81.2
220.5
(0.9)
(0.9)
(93.8)
(4.6)
(89.2)
$
Funds held for landfill closure and post-closure financial assurance
$
0.2
$
2.4
2014
2013
6. Valuation Allowances
Allowance for doubtful accounts consists of the following at December 31:
Beginning balance
Provision for doubtful accounts
Recovery of bad debts
Write-offs of bad debt
Other
2014
2013
2012
$
$
8.4
4.2
0.6
(8.2)
—
5.0
$
$
4.0
7.7
1.7
(5.4)
0.4
8.4
$
$
2.3
3.9
0.5
(2.6)
(0.1)
4.0
The deferred tax asset valuation allowances at December 31 consist of the following:
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Balance at January 1,
(Decrease) in valuation allowance for tax provision for continuing
operations
Increase in valuation allowance for tax provision for continuing
operations
Additions from purchase accounting
Other
Balance at December 31,
2014
2013
2012
$
141.6
$
128.1
$
(51.4)
5.9
—
—
—
7.6
5.9
—
35.3
—
77.7
14.9
0.2
$
96.1
$
141.6
$
128.1
7.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following at December 31:
Prepaid insurance
Prepaid expenses
Other receivables and current assets
Parts and supplies inventory
2014
2013
$
$
6.3
15.8
3.0
9.1
34.2
$
$
8.
Derivative Instruments and Hedging Activities
The following table summarizes the fair value of derivative instruments recorded in our consolidated balance sheets.
Derivatives Designated
as Hedging Instruments
Other
Interest rate caps
Derivatives Not Designated
as Hedging Instruments
Fuel commodity derivatives
Fuel commodity derivatives
Total derivatives
Balance Sheet Location
Other current assets
Other assets
Other current liabilities
Other current liabilities
Other long-term liabilities
2014
2013
$
$
$
— $
2.7
— $
20.6
6.7
24.6
$
7.4
13.0
5.5
9.3
35.2
0.1
6.1
—
—
—
6.2
We have not offset fair value amounts recognized for our derivative instruments.
Interest Rate Swaps
We have used interest rate swaps to maintain a portion of our debt obligations at fixed market interest rates. These interest
rate derivatives qualify for hedge accounting. In November 2012, we terminated these interest rate swaps in connection with
our debt refinancing (Note 13) and paid approximately $7.0 upon termination. The amounts were deferred in accumulated other
comprehensive income upon termination and are being amortized to interest expense over the remaining term of the original
swap. The cash paid upon termination of the swaps have been classified as a change in other liabilities within “net cash
provided by operating activities” in the consolidated statement of cash flows. The interest rate swap agreements that do not
qualify for hedge accounting increased net interest expense by $0.0, $0.0 and $0.2 for the years ended December 31, 2014,
2013 and 2012, respectively.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
The Company also recognizes the impacts of the amortization of previously terminated interest rate swap agreements as
adjustments to interest expense. The following table summarizes the impacts of periodic settlements of terminated swap
agreements on the Company’s results of operations:
Terminated swap agreements
Statement of Operations
Classification
Interest expense
Year Ended December 31,
2014
2013
2012
$
— $
6.0
$
1.0
Interest Rate Cap
In December 2012, the Company entered into four interest rate cap agreements to hedge the risk of a rise in interest rates
and associated cash flows on the variable rate debt. The interest rate caps expire in various tranches through 2016. The
Company recorded the premium of $5.0 in other assets in the consolidated balance sheet and amortizes the premium to interest
expense based upon decreases in time value of the caps. Amortization expense was approximately $2.1 and $1.3 for the years
ended December 31, 2014 and 2013, respectively. The aggregate notional amounts of the contracts were approximately
$1,102.9 at December 31, 2014 and expire in tranches through 2016.
Commodity Futures Contracts
The Company utilizes fuel derivative instruments (commodity futures contracts) as economic hedges of the risk that fuel
prices will fluctuate. The Company has used financial derivative instruments for both short-term and long-term time frames
and utilizes fixed swap price agreements to manage the identified risk. We do not enter into derivative financial instruments for
trading or speculative purposes.
Changes in the fair value and settlements of the fuel derivative instruments are recorded in other income (expense), net in
the consolidated statements of operations. The market price of diesel fuel is unpredictable and can fluctuate significantly.
Significant volatility in the price of fuel could adversely affect the business and reduce the Company’s operating margins. To
manage a portion of that risk, the Company entered into commodity swap agreements that mature in 2015 for 23.8 gallons and
2016 for 13.4 gallons at weighted average prices per gallon that range from $2.20 to $2.84 per gallon. If the mean price of the
high and the low of the calculation period for Gulf Coast Ultra Low Sulfur diesel pipeline platts for a gallon of diesel fuel
exceeds the contract price per gallon, we receive the difference between the average price and the contract price (multiplied by
the notional gallons) from the counterparty. If the average price is less than the contract price per gallon, we pay the difference
to the counterparty. The change in the fair value of the Company's derivative contracts during 2014 was a decrease of $27.3,
which resulted in a loss in the consolidated statements of operations.
9.
Property and Equipment, Net
Property and equipment, net consist of the following at December 31:
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Table of Contents
Land
Landfill site costs
Vehicles
Containers
Machinery and equipment
Furniture and fixtures
Building and improvements
Construction in process
Less: Accumulated depreciation on property and equipment
Less: Accumulated landfill airspace amortization
2014
2013
186.0
1,281.6
490.8
261.8
134.4
24.1
155.3
44.4
2,578.4
(411.8)
(502.7)
1,663.9
$
$
176.4
1,091.6
430.4
238.2
113.2
22.3
147.4
78.5
2,298.0
(310.8)
(319.8)
1,667.4
$
$
Gross assets under capital lease amount to approximately $27.9 and $16.5 at December 31, 2014 and 2013, respectively.
Amortization expense of assets under capital lease was $2.0 for year ending December 31, 2014 and not significant for the
years ended December 31, 2013 and 2012, respectively.
Depreciation, amortization and depletion expense for the years ended December 31, 2014, 2013 and 2012 was $229.1,
$236.7 and $88.6, respectively.
10.
Landfill Accounting
Liabilities for final closure and post-closure costs consist of the following for the years ended December 31:
Balance at January 1
Increase in retirement obligation
Accretion of closure and post-closure costs
Disposition
Change in estimate
Costs incurred
Less: Current portion
Balance at December 31
11. Other Intangible Assets, Net and Goodwill
Intangible assets, net consist of the following at December 31:
2014
2013
$
184.3
$
11.5
13.5
—
5.6
(13.8)
201.1
(29.2)
171.9
$
$
191.5
10.8
15.0
(6.5)
(14.5)
(12.0)
184.3
(28.7)
155.6
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Noncompete agreements
Tradenames
Customer lists and contracts
Operating permits
Above/below market leases
Noncompete agreements
Tradenames
Customer lists and contracts
Operating permits
Above/below market leases
Gross
Carrying
Value
16.9
17.0
491.3
2.2
0.4
527.8
Gross
Carrying
Value
21.6
16.9
487.5
2.2
0.4
528.6
$
$
$
$
$
$
2014
Impairment
Net
Carrying
Value
(0.1) $
—
(2.5)
—
—
(2.6) $
4.3
9.9
363.2
2.2
0.3
379.9
Accumulated
Amortization
$
(12.5) $
(7.1)
(125.6)
—
(0.1)
(145.3) $
2013
Impairment
Net
Carrying
Value
— $
—
(0.6)
—
—
(0.6) $
6.1
11.1
399.0
2.2
0.4
418.8
Accumulated
Amortization
$
(15.5) $
(5.8)
(87.9)
—
—
(109.2) $
Weighted
Average
Remaining
Life
(Years)
2.3
16.6
14.6
N/A
11.6
Weighted
Average
Remaining
Life
(Years)
2.7
17.5
14.8
18
12.6
Amortization expense recorded on intangible assets for the years ended December 31, 2014, 2013 and 2012 was $42.3,
$42.2 and $15.5, respectively.
Future amortization expense for intangible assets for the year ending December 31 is estimated to be:
2015
2016
2017
2018
2019
Thereafter
43.8
39.6
38.5
36.4
27.2
194.4
379.9
$
The changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 are as follows:
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
December 31, 2012
Acquisition
Purchase price adjustments
Disposition of businesses
December 31, 2013
Acquisition
Disposition of businesses
December 31, 2014
12. Accrued Expenses
Accrued expenses consist of the following at December 31:
Accrued compensation and benefits
Accrued waste disposal costs
Accrued insurance and self-insurance reserves
Accrued severance
Derivative valuation
Other accrued expenses
13.
Long-Term Debt
Long-term debt consists of the following at December 31:
Goodwill
$
1,223.0
$
4.3
26.6
—
1,253.9
1.3
—
$
1,255.2
$
Accumulated
Impairment
Goodwill,
Net
(84.9) $
—
—
(2.6)
(87.5)
—
(0.8)
(88.3) $
1,138.1
4.3
26.6
(2.6)
1,166.4
1.3
(0.8)
1,166.9
2014
2013
$
28.3
$
37.2
14.9
3.6
20.6
26.1
$
130.7
$
31.3
36.4
12.1
5.4
—
32.6
117.8
Revolving line of credit with lenders, interest at base rate plus margin, as defined (4.16% and 4.17% at
December 31, 2104 and 2013, respectively) due quarterly; balance due at maturity on October 2017
$
— $
2014
2013
Note payable; discounted at 7.3%, annual payments varied; balance due 2029
Note payable; discounted at 8.5%, annual payments of $0.2; balance due February 2018; collateralized
by real property
Term loans; quarterly payments commencing March 31, 2013 through June 30, 2019 with final
payment due October 9, 2019; interest at LIBOR floor of 0.75% plus an applicable margin (3.75% and
4.25%, respectively)
Senior notes payable; interest at 8.25% payable in arrears semi-annually commencing April 1, 2013;
maturing on October 1, 2020
Capital lease obligations, maturing through 2024
Other debt
Less: Original issue discount
Less: Current portion
70
3.8
0.6
8.0
3.5
0.6
1,749.0
1,782.0
550.0
23.3
0.5
2,327.2
(23.7)
(25.3)
550.0
15.4
1.1
2,360.6
(28.7)
(29.1)
$
2,278.2
$
2,302.8
Table of Contents
ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Annual aggregate principal maturities at December 31, 2014 are as follows:
2015
2016
2017
2018
2019
Thereafter
$
$
25.3
21.7
21.6
20.9
1,680.2
557.5
2,327.2
In October 2012, the Company placed $1,800.0 in term B loans, $550.0 in bonds and a $300.0 revolving credit facility
("Revolver"). The proceeds were used to finance the acquisition of Veolia ES Solid Waste division and repay borrowings under
its previously outstanding revolving credit facility and extinguish term loans and notes payable. Substantially all of the
Company’s assets collateralize the loans, bonds and credit facility and each of the agreements restrict further indebtedness and
payment of dividends in excess of certain predefined amounts.
All borrowings under the term B loan and the Revolver are guaranteed by each of the Company’s current and future U.S.
subsidiaries (which also guarantee the 8.25% bonds), subject to certain agreed-upon exemptions. The Company has one non-
guarantor foreign subsidiary that is minor, as its assets, revenue, income from continuing operations and cash flows from
operating activities are less than 3% of the Company’s consolidated amounts. All guarantors are jointly and severally and fully
and unconditionally liable. The parent company has no independent assets or operations and each of the subsidiary guarantor is
100% owned by the Company. There are no significant restrictions on the Company or any guarantor to obtain funds from its
subsidiaries by dividend or loan.
The Revolver is a syndicated revolving credit facility that is available for general corporate purposes including working
capital, equipment purchases and business acquisitions and collateralized by the real property of the Company. It is due at
maturity in October, 2017. At December 31, 2014, the Revolver had no borrowings outstanding and $58.1 in letters of credit
outstanding. At December 31, 2013, the Revolver facility had $8.0 borrowings outstanding and $70.7 in outstanding letters of
credit. An annual commitment fee equal to 0.50% per annum on the daily unused amount is due quarterly. The amount of fees
for 2014, 2013 and 2012 were not significant.
The term B loan is due in September 2019 and has payments due quarterly of $4.5 with mandatory prepayments due to
the extent net cash proceeds from the sale of assets exceed $25.0 in any fiscal year and are not reinvested in the business within
365 days from the date of sale, upon notification of the Company’s intent to take such action or in accordance with excess cash
flow, as defined. The term B loan is collateralized by certain real property of the Company. Further prepayments are due when
there is excess cash flow, as defined.
The bonds are redeemable prior to October 1, 2015 at a price equal to 108.25% of the principal plus accrued interest for
up to 35% of the issuance. On October 1, 2016 and 2017, the bonds may be redeemed for a call premium of 104.125% and
102.063%, respectively. Subsequent to October 1, 2018, the notes are redeemable at par. The bonds bear interest at 8.25% and
are due in October 2020.
The term B loan bear interest at a base rate (alternate base rate or LIBOR base rate) plus an applicable margin. The
alternate base rate is defined as the greater of the prime rate or federal funds rate plus 50 basis points and the LIBOR base rate
is subject to a 0.75% floor.
The Revolver loan bear interest at a base rate (alternate base rate or LIBOR base rate) plus an applicable margin. The
alternate base rate is defined as the greater of the prime rate or federal funds rate plus 50 basis points and the LIBOR base rate
is subject to a 1.25% floor.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
The applicable margin for the term B loan is based on the total leverage ratio of the Company as follows:
Total Leverage Ratio
<4.75:1.00
LIBOR Base Rate
2.50%
3.00%
Alternate Base Rate
2.50%
3.00%
The applicable margin for the Revolver is based on the total leverage ratio of the Company as follows:
Total Leverage Ratio
<4.75:1.00
LIBOR Base Rate
3.50%
4.00%
Alternate Base Rate
2.50%
3.00%
Fair Value of Debt
The fair value of the Company’s debt is estimated using discounted cash flow analyses, based on rates the Company
would currently pay for similar types of instruments except for variable rate debt for which cost approximates fair value due to
the short-term nature of the interest rate (Level 2 inputs). Although the Company has determined the estimated fair value
amounts using available market information and commonly accepted valuation methodologies, considerable judgment is
required in interpreting the information and in developing the estimated fair values. Therefore, these estimates are not
necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market
exchange. The fair value estimates are based on information available as of December 31, 2014 and 2013 respectively.
The estimated fair value of our debt is as follows at December 31:
Senior notes
Term loan B
2014
2013
550.0
1,692.2
2,242.2
$
$
596.1
1,788.1
2,384.2
$
$
The carrying value of the debt at December 31, 2014 is approximately $2,299.0 compared to $2,332.0 at December 31,
2013.
14. Leases
The Company leases certain facilities under operating lease agreements. Future minimum lease payments as of
December 31, 2014 for noncancelable operating leases that have initial or remaining terms in excess of one year are as follows:
2015
2016
2017
2018
2019
Thereafter
$
$
5.8
5.2
4.3
3.9
3.4
20.6
43.2
The total rental expense for all operating leases for the years ended December 31, 2014, 2013 and 2012 was $10.2, $12.4
and $8.8, respectively.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Direct rental expense, consisting of rental expense at operating locations, is included in operating expenses, and rental
expense for corporate offices is included in selling, general and administrative expenses in the consolidated statements of
operations.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
15.
Stockholders’ Equity and Stock Options
(Share amounts not in millions)
The Company’s equity consists of one thousand shares of authorized, issued and outstanding common stock.
In October 2012, the Parent’s Board of Directors adopted the 2012 Stock Incentive Plan (the “Plan”) under which an
aggregate of 150,000 shares of the Parent’s common stock was reserved for issuance. The Plan provides for employees of the
Company to participate in the plan and provides that the options or stock purchase rights have a term of ten years and vest
equally over four years at a rate of 20% with 20% of the options being vested at the date of grant for all options except the
Strategic grants which vest 100% after five years. All options of the Strategic Plan issued prior to 2010 vest upon a change of
control. All other options vest in 20% tranches from the date of issuance upon a change of control. This 2012 Plan replaced the
2006 Plan of Advanced Disposal Services South, Inc. All outstanding options under the 2006 Plan were cancelled and reissued
under the 2012 Plan. The incremental compensation expense associated with the exchange is immaterial.
These options have an assumed forfeiture rate ranging from 4%-14.8% for 2014 and 2013.
On December 31, 2008, senior management exercised 71,941 of outstanding stock options. Certain members of senior
management issued promissory notes to Advanced Disposal Services South, Inc. for $28.0 to complete the stock option
transaction. Interest began accruing at December 31, 2008 semi-annually. In conjunction with the Reorganization, the notes
were restructured and bear interest at a rate of 0.89% which was the Applicable Federal Rate in effect at the time of
restructuring the notes at December 31, 2012. As the rate is considered below market, compensation expense in the amount of
approximately $0.3 and $0.3 was recognized for the years ended December 31, 2014 and 2013, respectively. The principal and
interest of the promissory notes are due on the earliest of the tenth anniversary of the issuance of the stock option awards, sale
of the Company or termination of employment. The notes were distributed to Advanced Disposal Waste Holdings Corp. in
connection with the Reorganization during 2012.
Stock Option Plans
The fair value of the options granted is estimated using the Black-Scholes option pricing model using the following
assumptions:
Average expected term (years)
Risk-free interest rate
Expected volatility
2014
6.0
1.83% - 2.10%
30.0%
2013
6.0
0.93%
20.0%
2012
6.0
1.09% - 1.36%
22.4% - 25.1%
Since the Company does not have any historical exercise data that is indicative of expected future exercise performance,
it has elected to use the “simplified method” to estimate the options expected term by taking the average of each vesting-
tranche and the contractual term. The Company used the average weekly historical volatility for public companies in the solid
waste sector to estimate historical volatility used in the Black-Scholes model. The risk-free rate used was based on the US
Treasury security rate estimated for the expected term of the option at the date of grant. The Company has applied a discount
for lack of marketability ranging from 9% to 20% for shares issued in 2014, 2013 and 2012, to the option value as the shares
being valued are privately held and not readily marketable.
Annual Stock Options
A summary of the Annual Stock Options and Senior Management Stock Options outstanding for the year ended
December 31, 2014 (in millions, except share and per share amounts) is as follows:
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Outstanding at January 1, 2014
Granted
Exercised
Expired or forfeited
Outstanding at December 31, 2014
Exercisable at December 31, 2014
Number of
Shares
Weighted -
Average
Exercise Price
Weighted -
Average
Remaining
Contractual
Term
42,195
4,239
(25)
(7,481)
38,928
22,491
$
$
621
911
620
590
659
—
6.69
5.72
The weighted-average grant-date fair value of options granted was $268, $268 and $275 during 2014, 2013, and 2012,
respectively. The total fair value of options vested was $1,623, $1,820 and $1,332 during 2014, 2013, and 2012, respectively.
The intrinsic value of the options outstanding at December 31, 2014 was approximately $9.8.
Strategic Stock Options
A summary of the Strategic Stock Options for the year ended December 31, 2014 (in million, except share and per share
amounts) is as follows:
Number of
Shares
Weighted -
Average
Exercise Price
Weighted -
Average
Remaining
Contractual
Term
Outstanding at January 1, 2014
Granted
Exercised
Expired or forfeited
Outstanding at December 31, 2014
Exercisable at December 31, 2014
$
46,595
4,514
—
(11,381)
39,728
$
— $
540
911
577
572
—
5.27
2.37
The weighted-average grant-date fair value of options granted was $306, $272 and $300 during 2014, 2013 and 2012,
respectively. The intrinsic value of the options at December 31, 2014 was approximately $13.5.
Compensation Expense
Compensation expense is recognized ratably over the vesting period for those awards that the Company expects to vest.
For the years ended December 31, 2014, 2013 and 2012, the Company recognized share-based compensation expense as a
component of selling, general and administrative expenses of $4.5, $4.6 and $1.3, respectively. As of December 31, 2014, the
Company estimates that a total of approximately $2.7 of currently unrecognized compensation expense will be recognized over
a weighted average period of approximately three years for unvested options issued and outstanding.
16.
Insurance
The Company carries insurance coverage for protection of its assets and operations from certain risks including
automobile liability, general liability, real and personal property damage, workers’ compensation claims, directors’ and officers’
liability, pollution liability, employee group health claims and other coverages that are customary in the industry. The
Company’s exposure to loss for insurance claims is generally limited to the per incident deductible under the related insurance
policy. As of December 31, 2014, the Company’s insurance programs carried self-insurance exposures of up to $0.5, $1.0 and
$0.8 per incident for general liability, automobile and workers’ compensation, respectively Certain self-insurance claims
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
reserves are recorded at present value using a 1.10% and a 0.78% discount rate as of December 31, 2014 and 2013,
respectively.
The Company has a partially self-insured employee group health insurance program that carries an aggregate stop loss
amount. The amount recorded for the health insurance liability at December 31, 2014 and 2013 for unpaid claims, including an
estimate for incurred but not reported (“IBNR”) claims, was $4.7 and $3.8, respectively. Liabilities are recorded gross of
expected recoveries.
The self-insured portion of workers’ compensation liability for unpaid claims and associated expenses, including IBNR
claims, is based on an actuarial valuation and internal estimates. The amount recorded for workers’ compensation liability at
December 31, 2014 and 2013 for unpaid claims, including an estimate for IBNR claims, is $25.1 and $20.8, respectively.
The self-insured portion of general liability and automobile liability for unpaid claims and associated expenses, including
IBNR claims, is based on an actuarial valuation and internal estimates. The amount recorded for general and automobile
liability at December 31, 2014 and 2013 for unpaid claims, including an estimate for IBNR claims, was $18.0 and $14.0,
respectively.
Of the above amounts, $14.9 and $12.1 is included in accrued expenses and the remainder is included in other long-term
liabilities at December 31, 2014 and 2013, respectively.
17. Benefit Plans
The Company has 401(k) Savings Plans (“401(k) Plan”) for the benefit of qualifying full-time employees who have more
than one year of service and are over 21 years of age. Employees make pre-tax contributions to the 401(k) Plan with a partial
matching contribution made by the Company. The Company’s matching contributions to the 401(k) Plan were $2.8, $2.8 and
$1.9 for the years ended December 31, 2014, 2013 and 2012, respectively. Contributions by the Company are included in
operating costs and expenses in the accompanying consolidated statements of operations.
The Company is a participating employer in a number of trustee-managed multiemployer, defined benefit pension plans
for employees who participate in collective bargaining agreements. Approximately 13.5% of the Company’s workforce is
subject to a collective bargaining agreement and five of the collective bargaining agreements expire within one year. The risks
of participating in the multiemployer plans are different from single-employer plans in that (i) assets contributed to the
multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a
participating employers stops contributing to the plan, the unfunded obligations of the plan may be required to be assumed by
the remaining participating employers; and (iii) if we choose to stop participating in any of our multiemployer plans, we may be
required to pay those plans a withdrawal amount based on the underfunded status of the plan.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
The following table outlines our participation in multiemployer plans considered to be individually significant:
EIN/Pension
Plan Number
36-6155778-001
Pension Protection
Act Zone Status
2013
2012
FIP/RP
Status Pending/
Implemented
(B)
Contributions
2014
2013
2012
Expiration
Date of
Collective-
Bargaining
Agreement
Implemented
$
0.5
$
0.4
$ —
1/31/2019
Critical as of
1/1/2013
Critical as of
1/1/2012
36-6042061-001
Implemented
$
0.2
$
0.2
$ —
12/31/2018
Critical as of
1/1/2013
Critical as of
1/1/2012
36-6513567-001
Implemented
$
1.7
$
1.6
$
0.2
9/30/2018
Endangered as
of 10/1/2013
Endangered as
of 10/1/2012
36-6140097-001
Implemented
$
0.6
$
0.5
$ —
9/30/2016
Pension Fund
Suburban Teamsters of
Northern IL Pension
Fund
Pension Fund of
Automobile Mechanics
Local No. 701
Local 731 Private
Scavengers and Garage
Attendants Pension Fund
(A)
Midwest Operating
Engineers Pension Fund
Teamsters Local Union
No. 301 Union Pension
Fund(A)
36-6492992-001
Central States Southeast
and Southwest Areas
Pension Fund
Local 705 Int’l
Brotherhood of
Teamsters Pension TR.
FD.
36-6044243-001
36-6492502-001
Endangered as
of 4/1/12
Endangered as
of 4/1/12
Not endangered
or critical as of
1/1/13
Not endangered
or critical as of
1/1/12
Critical as of
1/1/2013
Critical as of
1/1/2012
Critical as of
1/1/2013
Critical as of
1/1/2012
No
$
0.8
$
0.6
$ —
9/30/2018
Implemented
$
0.2
$
0.2
$ —
1/31/2015
Implemented
$
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.
18.
Income Taxes
The components of the provision for income taxes from continuing operations are comprised of the following for the
years ended December 31:
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Current
Federal
State
Deferred
Federal
State
Benefit for income taxes
$
$
2014
2013
2012
$
— $
0.2
2.7
2.9
(83.2)
(0.3)
(83.5)
(80.6) $
2.4
2.4
(39.4)
(8.4)
(47.8)
(45.4) $
—
1.4
1.4
(18.4)
3.5
(14.9)
(13.5)
The Company accounts for income taxes in accordance with current guidance. For the years ended December 31, 2014,
2013 and 2012, respectively, the federal statutory rate in effect was 35%, 34% and 34%, respectively. A reconciliation between
the provision for income taxes and the expected tax provision for continuing operations using the federal statutory in effect for
the years ended December 31 as follows:
Amount computed using statutory rates
State income taxes, net of Federal benefit
Tax rate adjustment
Other
Transaction costs
Valuation allowance
Benefit for income taxes
2014
2013
2012
(34.3) $
(1.3)
6.6
(0.2)
—
(51.4)
(80.6) $
(47.6) $
(2.4)
0.1
1.1
—
3.4
(45.4) $
(40.3)
(5.8)
8.8
3.6
4.0
16.2
(13.5)
$
$
The Company’s deferred tax assets and liabilities from continuing operations relate to the following sources and
differences between financial accounting and the tax basis of the Company’s assets and liabilities at December 31:
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Deferred tax assets
Allowance for doubtful accounts
Insurance reserve
Net operating loss
Capital loss carryforward
Accrued bonus and vacation
Stock compensation
Other comprehensive income
Tax credits
Other
Total deferred tax assets
Valuation allowance
Deferred tax assets less valuation allowance
Deferred tax liabilities
Fixed asset basis
Intangible basis
Landfill and environmental remediation liabilities
Other
Deferred tax liabilities
Net deferred tax liability
2014
2013
$
2.0
$
17.5
178.3
69.1
7.7
1.8
0.6
6.9
21.1
305.0
(96.1)
208.9
(117.8)
(127.2)
(113.8)
(5.4)
(364.2)
(155.3) $
$
2.7
12.4
178.1
67.2
8.0
3.5
—
6.8
8.7
287.4
(141.6)
145.8
(120.3)
(126.7)
(136.4)
(2.8)
(386.2)
(240.4)
The amounts recorded as deferred tax assets as of December 31, 2014 and 2013 represent the amounts of tax benefits of
existing deductible temporary differences or net operating and capital losses carryforwards (“NOLs”). Realization of deferred
tax assets is dependent upon the generation of sufficient taxable income prior to expiration of any loss carryforwards. A
valuation allowance has been recorded against deferred tax assets as of December 31, 2014 in the amount of $96.1. The
valuation allowance for the year ended December 31, 2013 was $141.6. We have established valuation allowances for
uncertainties in realizing the benefit of certain tax loss and credit carryforwards. While we expect to realize the deferred tax
assets, net of the valuation allowances, changes in estimates of future taxable income or in tax laws may alter this expectation.
The Company had available federal NOL carryforwards from continuing operations of approximately $432.5 and $408.3
at December 31, 2014 and 2013 respectively. The Company’s federal net operating losses have expiration dates beginning in the
year 2016 through 2033 if not utilized against taxable income. The capital losses of $182.9 expire in 2018, if not previously
utilized against capital gains. The 2014 federal NOL amount is reflecting 2013 return to provision adjustments and a projected
current tax benefit use for 2014 of $6.4.
In 2014, the Company recognized a decrease in valuation allowance of $51.4, which was primarily related to the
completion of a legal entity restructuring that was undertaken in order to drive administrative and legal efficiencies. As a result
of the operational restructuring, during the fourth quarter the Company was able to project and support our ability to utilize
certain federal net operating losses that were previously limited under the Seperate Return Limitation Year ("SRLY") tax rules.
The Company has grown through a series of acquisitions and mergers and has had change of control events that resulted
in limitations on the utilization of NOLs pursuant to Section 382 of the Internal Revenue Code (“IRC”).
Approximately $185.9 of the NOLs from continuing operations are limited under the SRLY rules of the IRC. These NOLs
are only available to be utilized against taxable income of the HWStar Waste Holdings, Corp. and subsidiaries thereof, a
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
wholly-owned subsidiary of the Company. At this time, the Company expects to utilize these NOLs, as a result of the
operational restructuring discussed above.
A predecessor of the Company had a transaction on June 2, 2002 that was treated as a reorganization. As such, the
Company may be precluded from utilizing all or a portion of its federal and state NOLs originating prior to the ownership
change. The Company estimates that it is subject to an annual limitation of approximately $3.5 on NOLs of approximately
$123.6 originating prior to June 28, 2002. The predecessor had a subsequent change of control on November 1, 2005. As such,
NOLs of $4.8 originating after June 28, 2002 through November 1, 2005 are subject to an annual limitation of $4.2.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for 2014, 2013 and 2012 is as
follows:
Balance at January 1,
Additions based on tax positions of prior years
Balance at December 31,
2014
2013
2012
$
$
6.2
—
6.2
$
$
6.2
—
6.2
$
$
—
6.2
6.2
These liabilities are included as a component of other liabilities in the Company’s consolidated balance sheet. The
Company does not anticipate that settlement of the liabilities will require payment of cash within the next 12 months. As of
December 31, 2014, $0.7 of net unrecognized tax benefit, if recognized in future periods, would impact the Company’s
effective rate.
The Company recognizes interest expense related to unrecognized tax benefits in tax expense. During the tax years ended
December 31, 2014, 2013 and 2012, respectively, the Company recognized approximately $0.2 of such interest expense as a
component of our “Provision for Income Taxes” in each of the years.
The Company had approximately $2.0 and $1.8 of accrued interest and $0.3 and $0.3 of accrued penalties in the
Company’s balance sheet as of December 31, 2014 and 2013, respectively. .
The Company and its subsidiaries are subject to income tax in the United States at the federal, state and local
jurisdictional levels. The Company is currently under federal audit for the 2012 tax year. The Company has open tax years
dating back to 1998. There were no settlements of state audits during 2014. Prior to the acquisition, Veolia ES Solid Waste
division was part of a consolidated group and is still subject to IRS and state examinations dating back to 2004. Pursuant to the
terms of the acquisition of Veolia ES Solid Waste, Inc., the Company is entitled to certain indemnifications for Veolia ES Solid
Waste Division's pre-acquisition tax liabilities. During 2014, there were no changes in federal or state law that would result in a
material impact of the financial statement or future cash flows.
19. Fair Value of Financial Instruments
As a basis for considering assumptions, the fair value guidance establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value as follows:
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.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Assets and liabilities measured at fair value are based on one or more of three valuation techniques noted in the guidance.
The three valuation techniques are as follows:
Market approach
Prices and other relevant information generated by market transactions involving identical or comparable assets and
liabilities;
Cost approach
Amount that would be required to replace the service capacity of an asset (i.e., replacement cost); and;
Income approach
Techniques to convert future amounts to a single present amount are based on market expectations (including present
value techniques, option-pricing models, and lattice models).
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments
and certain investments included in cash equivalent money market funds as restricted cash. The Company’s fuel derivative
instruments and interest rate caps are recorded at their estimated fair values based on quotes received from financial institutions
that trade these contracts and a current forward fixed price swap curve, respectively. The Company verifies the reasonableness
of these quotes using similar quotes from another financial institution as of each date for which financial statements are
prepared. For the Company’s fuel derivative instruments, the Company also considers the Company's and counterparty’s credit
worthiness in its determination of the fair value measurement of these instruments in a net liability position. The Company’s
restricted cash measured at fair value is invested primarily in U.S. government and agency securities.
All instruments were valued using the market approach. Our interest rate caps are valued using a third-party pricing
model that incorporates information about LIBOR yield curves, which is considered observable market data, for each
instrument’s respective term. Counterparties to our interest rate caps are financial institutions who participate in our term B
loan. Valuations of our interest rate caps may fluctuate significantly from period to period due to volatility in valuation interest
rates which are driven by market conditions and the scheduled maturities of the caps. The Company’s assets and liabilities that
are measured at fair value on a recurring basis approximate the following:
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Recurring fair value measurements
Cash and cash equivalents
Restricted cash
Derivative instruments - Asset
position
Derivative instruments -
Liability position
Total recurring fair value
measurements
Total
$
$
$
1.0
0.2
2.7
27.3
23.4
$
$
$
Fair Value Measurement at December 31, 2014
Reporting Date Using
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
$
1.0
0.2
—
— $
1.2
$
— $
—
2.7
27.3
24.6
$
$
— $
—
— $
—
—
—
1.0
0.2
2.7
— $
— $
27.3
— $
— $
23.4
Fair Value Measurement at December 31, 2013
Reporting Date Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Total
Significant
Unobservable
Inputs
(Level 3)
Total
Gains
(Losses)
Carrying
Value
Recurring fair value measurements
Cash and cash equivalents
Restricted cash
Derivative instruments - Asset
position
Total recurring fair value
measurements
$
$
12.0
2.4
$
12.0
2.4
— $
—
— $
—
— $
—
6.2
—
6.2
—
—
12.0
2.4
6.2
$
20.6
$
14.4
$
6.2
$
— $
— $
20.6
Refer to Note 13 for disclosures regarding long-term debt.
20. Commitments and Contingencies
Municipal solid waste service and other service contracts, permits and licenses to operate transfer stations, landfills and
recycling facilities may require performance or surety bonds, letters of credit or other means of financial assurance to secure
contractual performance. To secure its obligations, the Company has provided customers, various regulatory authorities and the
Company’s insurer with such bonds totaling to approximately $705.9 and $690.1 as of December 31, 2014 and 2013,
respectively. The majority of these obligations expire each year and are automatically renewed. Additionally, letters of credit
have been issued to fulfill such obligations and are included in the total letters of credit outstanding disclosed in footnote 13
"Long Term Debt" in the notes to the consolidated financial statements herein.
In February 2009, the Company and certain of its subsidiaries were named as defendants in a purported class action
suit in the Circuit Court of Macon County, Alabama. Similar class action complaints were brought against the Company and
certain of its subsidiaries in 2011 in Duval County, Florida and in 2013 in Quitman County, Georgia and Barbour County,
Alabama, and in Chester County, Pennsylvania in 2014. The Georgia complaint was dismissed in March 2014. The plaintiffs in
those cases primarily allege that the defendants charged improper fees (fuel, administrative and environmental fees) that were in
breach of the plaintiffs' contracts with the Company and seek damages in an unspecified amount. The Company believes that it
has meritorious defenses against these purported class actions, which it will vigorously pursue. Given the inherent uncertainties
of litigation, including the early stage of these cases, the unknown size of any potential class, and legal and factual issues in
dispute, the outcome of these cases cannot be predicted and a range of loss, if any, cannot currently be estimated.
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
The Company is involved in other legal proceedings and regulatory investigations from time to time in the ordinary
course of business. Management believes that none of these other legal proceedings or regulatory investigations will have a
material adverse effect on our financial condition, results of operations or cash flows.
The Company is subject to various other proceedings, lawsuits, disputes and claims arising in the ordinary course of its
business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against the
Company include commercial, customer, and employment-related claims. The plaintiffs in some actions seek unspecified
damages or injunctive relief, or both. These actions are in various procedural stages, and some are covered in part by insurance.
The Company currently does not believe that the eventual outcome of any such actions could have a material adverse effect on
the Companyís business, financial condition, results of operations, or cash flows.
The Company has an obligation as part of the purchase of one of its C&D landfills for payments of 6% of net revenue
that began at the commencement of landfill operations and continues through the life of the landfill.
21. Restructuring
In September 2012, we announced a reorganization of our operations, designed to consolidate management and staff in
connection with the merging of the legacy businesses. Subsequent to the closing of Veolia ES Solid Waste division, further
organizational changes were announced and implemented. Principal changes included consolidation and elimination of
management, relocation of staff to new regional headquarter’s locations and divesting of certain locations. Through this
reorganization we eliminated approximately 130 positions throughout the Company and offered voluntary separation
agreements to those impacted.
For the year ended December 31, 2014, we recognized approximately $0.4 of severance costs, $0.6 for lease
termination costs and $0.3 for relocation costs in the Midwest region; $0.4 for severance costs and $0.3 for relocation costs in
the East region; $0.2 for severance costs $0.8 for relocation costs in the South region, as well as $1.6 of primarily relocation
costs for Corporate.
For the year ended December 31, 2013, we recognized approximately $2.5 of severance costs, $1.7 for lease termination
costs and $2.3 for relocation costs in the Midwest region; $0.6 for lease termination costs in the East region; $0.3 for lease
termination costs in the South region and $0.3 for other expenses, as well as $2.3 of severance costs for Corporate.
For the year ended December 31, 2012, we recognized employee severance and benefits restructuring charges of
approximately $7.4, of which $4.3 related to the East region and the remaining amount in the Midwest region. The remaining
expense is for other expense are primarily for lease termination costs for exiting facilities of $2.3 associated with
accomplishing the restructuring actions in the East region.
Through December 31, 2014, the Company has recognized $24.5 of restructuring charges, of which $18.5 was related to
employee severance and relocation costs and $5.5 was related to lease termination costs for exiting facilities. Costs included in
the accompanying consolidated statements of operations are as follows:
Restructuring charges
Total pre-tax and restructuring charges
2014
2013
2012
$
$
4.6
4.6
$
$
10.0
10.0
$
$
9.9
9.9
The costs associated with the actions above are included in accrued expenses in the accompanying consolidated financial
statements and include the amounts as follows:
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Beginning balance
Expense
Cash expenditures
Severance and relocation
Other
Ending balance
2014
2013
2012
6.4
4.6
(5.1)
(0.5)
5.4
$
$
5.1
$
10.0
(7.7)
(1.0)
6.4
$
—
9.9
(4.5)
(0.3)
5.1
$
$
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
22.
Segment and Related Information
Our operations are managed through three operating segments: South, East and Midwest regions. These three operating
segments and corporate entities are presented below as our reportable segments. The historical results, discussion and
presentation of our reportable segments as set forth in our consolidated provide integrated waste management services
consisting of collection, transfer, recycling and disposal of non-hazardous solid waste. Summarized financial information
concerning our reportable segments for the year ended December 31, 2014, 2013 and 2012 is shown in the following table:
2014
South
East
Midwest
Corporate
2013
South
East
Midwest
Corporate
2012
South
East
Midwest
Corporate
Services
Revenue
Operating
Income (Loss)
Depreciation
and
Amortization
Capital
Expenditures
Total
Assets
$
$
$
$
$
$
493.7
364.3
545.2
(0.2)
1,403.0
475.4
331.1
512.6
—
1,319.1
336.9
146.2
54.8
—
537.9
$
$
$
$
$
$
72.2
8.7
51.2
(62.7)
69.4
66.4
7.7
39.6
(91.6)
22.1
$
$
$
$
$
53.3
(42.3)
2.8
(74.6)
(60.8) $
70.3
85.1
108.1
7.9
271.4
79.0
78.7
112.6
8.6
278.9
51.6
33.7
12.7
6.1
104.1
$
$
$
$
$
$
52.3
63.7
73.1
7.3
196.4
63.2
29.2
53.8
11.9
158.1
46.6
33.3
4.7
1.8
86.4
$
$
$
$
$
$
1,188.9
810.7
1,437.3
113.1
3,550.0
1,216.0
802.8
1,460.6
147.4
3,626.8
1,215.5
939.7
1,509.4
120.7
3,785.3
23.
Supplemental Cash Flow Information
Supplemental cash flow information for the years ended December 31 is as follows:
Cash paid for interest
Cash paid for taxes
2014
2013
2012
$
$
119.7
3.2
$
$
119.1
0.6
$
$
38.1
2.3
24. Accumulated Other Comprehensive Income
The changes in the balances of each component of accumulated other comprehensive income, net of tax, which is
included as a component of stockholders’ equity, are as follows:
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
Balance, December 31, 2011
Other comprehensive loss before reclassifications, net of tax
Amounts reclassified from accumulated other comprehensive income
Net current period other comprehensive loss
Balance, December 31, 2012
Other comprehensive income before reclassifications, net of tax
Amounts reclassified from accumulated other comprehensive income
Net current period other comprehensive income
Balance, December 31, 2013
Other comprehensive income before reclassifications, net of tax
Net current period other comprehensive income
Balance, December 31, 2014
Gains and
Losses on
Derivative
Instruments
(3.2)
3.0
(2.0)
1.0
(2.2)
2.3
2.4
4.7
2.5
(1.0)
(1.0)
1.5
$
$
The significant amounts either added to or reclassified out of each component of accumulated other comprehensive are
included in the tables below:
Derivatives Designated as Cash Flow Hedges
2014
2013
2012
Amount of Derivative Gain (Loss)
Recognized in OCI – Effective for the
Years Ended December 31,
Interest rate swaps
Interest rate caps
Other
Total before tax
Tax benefit (expense)
Net of tax
—
(1.4)
— $
(1.4)
0.4
(1.0) $
—
2.6
0.5
3.1
(0.8)
2.3
$
$
0.6
—
4.0
4.6
(1.6)
3.0
$
$
After tax reclassification adjustments were decreases of $2.4 and increases of $2.0 for the year ending December 31,
2013 and 2012, respectively and were not material to any line item on the consolidated statement of operations.
25. Quarterly Financial Data (Unaudited)
The following table summarizes the unaudited quarterly results of operations for the respective quarters:
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ADS Waste Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In millions, unless otherwise indicated)
2014
Operating revenues
Income from operations
Consolidated net (loss) income (a)
2013
Operating revenues
Income from operations
Consolidated net loss
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
$
$
$
$
$
$
321.3
8.3
$
(19.3) $
$
307.1
6.0
$
(24.4) $
$
359.9
$
16.0
(15.4) $
$
333.7
$
7.0
(25.1) $
$
368.1
25.8
$
(6.5) $
$
344.7
7.8
$
(32.4) $
353.7
19.3
24.1
333.6
1.3
(35.9)
(a) In the fourth quarter, the Company recorded a loss on commodity futures contracts related to fuel of $27.3 in other income/
(expense), net due to a decline in fuel prices in the fourth quarter of 2014 and recorded a valuation allowance release of $51.4
related to a legal entity restructuring project. Refer to Note 18 "Income Taxes" for further information.
26.
Subsequent Events
In January 2015, the Company returned capital to the parent of $7.4.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Effectiveness of Controls and Procedures
Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our
disclosure controls and procedures in ensuring that the information required to be disclosed in reports that we file or submit
under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, including ensuring that such information is accumulated and communicated to
management (including the principal executive and financial officers) as appropriate to allow timely decisions regarding
required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such
disclosure controls and procedures were effective as of December 31, 2014 (the end of the period covered by this Annual
Report on Form 10-K).
Management's Report on Internal Control Over Financial Reporting
Management's report on our internal control over financial reporting can be found in Item 8, Financial Statements and
Supplementary Data, of this report.
Changes in Internal Control over Financial Reporting
Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the
quarter ended December 31, 2014. We determined that there were no changes in our internal control over financial reporting
during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a Code of Conduct and Ethics that applies to our officers, including our principal executive officer, principal
financial officer, principal accounting officer and all other officers, directors and employees. We have also adopted Corporate
Governance Guidelines to promote the effective functioning of our Board of Directors and its committees, to promote the
interests of stockholders and to ensure a common set of expectations concerning how the Board, its committees and
management should perform their respective functions. The Code of Conduct and Ethics can be found on our website at
www.advanceddisposal.com.
The following table sets forth the name, age, position and a summary of business experience for each person who is an
executive officer or director of ADS Holdings:
Name
Richard Burke
John Spegal
Steven R. Carn
Matthew Gunnelson
Michael Slattery
William Westrate
Mary O’Brien
Christopher Beall
John Miller
Bret Budenbender
Jared Parker
Wilson Quintella Filho
Matthew Rinklin
Charles C. Appleby*
Age(1)
Position
50 Chief Executive Officer, Director
61 Chief Operating Officer
50 Chief Financial Officer, Treasurer, Director
51 Chief Accounting Officer, Assistant Treasurer
61 Senior Vice President—General Counsel, Secretary
54 Chief Administrative Officer
44 Chief Marketing Officer
40 Director
68 Director
42 Director
32 Director
58 Director
31 Director
66 Director
*
Retired from employment with the Company as Chief Executive Officer effective June 30, 2014.
(1) As of December 31, 2014.
Each Director serves until his successor is duly elected and qualified or until his earlier death, resignation or removal.
Richard Burke—Mr. Burke is the Chief Executive Officer and a Director of ADS Holdings. Prior to being named Chief
Executive Officer effective July 1, 2014, Mr. Burke served as President of ADS Holdings since November 2012. Prior to
joining ADS Holdings, Mr. Burke was President and Chief Executive Officer of VESNA from 2009 to 2012 and President and
Chief Executive Officer of Veolia, Inc. from 2007 to 2009. Mr. Burke began his employment with Veolia in 1999 as Area
Manager for the Southeast Wisconsin area, and served as Regional Vice President for the Eastern and Southern markets until he
was appointed Chief Executive Officer. Prior to joining Veolia, he spent 12 years with Waste Management in a variety of
leadership positions. Mr. Burke holds a bachelors degree from Randolph Macon College. Mr. Burke’s qualifications to sit on
our board include his substantial experience in the area of corporate strategy, operations, and finance.
John Spegal—Mr. Spegal is Chief Operating Officer of ADS Holdings since 2014. Mr. Spegal joined ADS Holdings in 2013 as
the Vice President of Business Development in 2013. Prior to joining ADS Holdings, Mr. Spegal spent more than six years
with AIR-serv Group LLC as Regional Vice President and was responsible for their East coast operations. Prior to that, he was
at Allied Waste Industries/Browning Ferris Industries for more than 20 years serving in various management roles throughout
the Mid-Atlantic, Southeast and Southern regions, including Puerto Rico. Mr. Spegal holds a bachelors degree from the
University of South Carolina.
Steven R. Carn—Mr. Carn is the Chief Financial Officer, Treasurer, and a Director since 2012 of ADS Holdings. Mr. Carn
joined Advanced Disposal in April 2001 and served as Chief Accounting Officer until August 2006 when he became the Chief
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Financial Officer of Advanced Disposal. Prior to joining Advanced Disposal in 2001, Mr. Carn served for three years as Chief
Financial Officer for Town Star Food Stores, LLC, a chain of convenience stores. Prior to his service with Town Star, Mr. Carn
served as Senior Consultant with CFO Services, Inc., a company engaged primarily in providing temporary chief financial
officer services to emerging companies in the Jacksonville, Florida area. He began his career as an auditor with Ernst & Young
in 1987. Mr. Carn graduated from The Ohio State University with a Bachelors degree in Business Administration in 1987.
Mr. Carn is a certified public accountant in Ohio. Mr. Carn’s qualifications to sit on our board include his substantial experience
in the area of corporate strategy, accounting, and finance.
Matthew Gunnelson—Mr. Gunnelson is Chief Accounting Officer and Assistant Treasurer of ADS Holdings. Prior to becoming
our Chief Accounting Officer and Assistant Treasurer in 2012, Mr. Gunnelson served as Corporate Controller and Assistant
Secretary of Veolia SW from 2005 to 2012. Prior to joining Veolia SW, Mr. Gunnelson served as Division Controller for
Tecumseh Products—Engine and Transmission Group from 1999 through April 2005. Prior to his service with Tecumseh
Products—Engine and Transmission Group, Mr. Gunnelson held various finance positions with Giddings & Lewis, Inc. He
began his career as an auditor with Ernst & Young in 1986. Mr. Gunnelson is a Certified Public Accountant and holds a
Bachelors of Business Administration degree in accounting and finance from the University of Wisconsin-Madison.
Michael K. Slattery—Mr. Slattery is Senior Vice President, General Counsel and Secretary of ADS Holdings and has served in
these roles since July 2014. He also serves as a member of the executive committee and as corporate secretary. Prior to joining
ADS Holdings, Mr. Slattery most recently served as Senior Vice President and General Counsel for Veolia Environmental
Services North America for eight years with responsibility for the management of the law department and all legal affairs in
North America. Prior to joining Veolia, Mr. Slattery served as Vice President & Deputy General Counsel for Fruit of the Loom,
Inc. with responsibility for the management of legal affairs throughout North America, Canada, Europe, North Africa and Latin
America. Prior to Fruit of the Loom, Mr. Slattery served as Vice President and General Counsel for Wheelabrator Technologies,
Inc. and as General Counsel for several major North and Latin American operating divisions for Waste Management, Inc. Mr.
Slattery is a graduate of the John Marshall Law School in Chicago, where he was an assistant editor of the John Marshall Law
Review and earned his bachelors degree in economics from St. Josephs College in Rennselaer, Ind.
William Westrate—Mr. Westrate is Chief Administrative Officer of ADS Holdings since 2014. In this role, Mr. Westrate is
responsible for ADS Holding's administrative functions, including human resources, procurement and information technology.
Mr. Westrate's served as Vice President of information technology for ADS Holdings since 2013. Prior to that post, he served
as†the Chief Information Officer at Veolia Environmental Services North America and was instrumental in leading a number of
significant technology changes and service offerings. Mr. Westrate has over 17 years of executive IT leadership experience
with companies such as Veolia Environmental Services, Aramark, ServiceMaster, Interdent and Van Kampen Funds and holds a
bachelor's degree in computer science and business administration from Taylor University.
Mary O’Brien—Ms. O’Brien is the Chief Marketing Officer of Advanced Disposal. She has served as the Chief Marketing
Officer of Advanced Disposal since February 2001, overseeing all marketing and communication efforts of Advanced Disposal
and its subsidiaries. Ms. O’Brien’s responsibilities include branding, municipal market development, advertising, government
relations and public relations. In addition, her duties include incorporating new market research development and entry
strategy, database management, state and local legislative permitting political efforts, internet presence management and
industry networking. Ms. O’Brien received her Bachelors degree in Business Administration, Marketing and a Minor in English
from James Madison University.
Christopher Beall—Mr. Beall is a Director of ADS Holdings and has served in this role since 2012. Mr. Beall served as a
director of ADStar Waste Holdings, Corp. Mr. Beall joined Highstar Capital in 2004. He serves on Highstar’s Investment
Committee and Executive Committee. Mr. Beall has over 15 years of experience in direct investments, investment banking and
finance. He currently serves on the Boards of Directors for Star Atlantic, and the Ports America Companies. Prior to joining
Highstar, he worked in the Global Natural Resources Group at Lehman Brothers, Inc., and in operations and engineering at
Koch Pipeline Company, a natural gas transmission pipeline owned by Koch Industries, Inc. Mr. Beall currently serves on the
Board of Directors for AMTRAK. Mr. Beall received a BS in Mechanical Engineering from Oklahoma State University and an
MBA from Harvard Business School. Mr. Beall’s qualifications to sit on our board include his substantial experience in the area
of corporate strategy and finance, including capital markets and mergers and acquisitions.
John Miller—Mr. Miller is a Director of ADS Holdings and has served in this role since 2012. Mr. Miller is currently a Senior
Advisor to Highstar Capital and has advised Highstar Capital for over six years. Mr. Miller served as a director of ADStar
Waste Holdings, Corp. He has over 40 years of experience in the energy, waste and waste-to-energy industries. From 2006 to
2011, Mr. Miller served on the board and the audit committee of Mirant Corporation, an NYSE listed company. Prior to joining
Highstar in 2007, Mr. Miller served from 2001 to 2005 as chief executive officer of former Highstar Capital portfolio company,
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American Ref-Fuel, until the company was sold to Covanta Energy. Prior to his position as chief executive officer, Mr. Miller
served as American Ref-Fuel’s chief financial officer. Before joining American Ref-Fuel, Mr. Miller held various executive
finance positions with a number of energy companies involved in petroleum exploration and production, international trading,
and refined product retailing. Mr. Miller is a graduate of John Carroll University and is a Certified Public Accountant.
Mr. Miller’s qualifications to sit on our board include his substantial experience in the area of corporate strategy, operations and
finance, including capital markets and mergers and acquisitions.
Bret Budenbender—Mr. Budenbender is a Director of ADS Holdings and has served in this role since 2012. Mr. Budenbender
is currently a Partner at Highstar Capital and has over 19 years of experience in direct investments, investment banking and
finance. He currently serves on the Board of Directors for the Star Atlantic Companies, Linden Cogeneration and Wildcat. Prior
to joining Highstar in 2012, he was a Managing Director in the Global Power Groups at Barclays Capital and Lehman Brothers
where he worked from 1998 to 2012 with lead responsibility for all aspects of mergers & acquisitions, capital raising and
restructurings for integrated energy, power and infrastructure companies. In his previous roles, Mr. Budenbender was actively
involved with Highstar on its investments in Southern Star Central, Northern Star Generation and Intergen. He received a
Bachelor of Science in Finance from Boston College. Mr. Budenbender’s qualifications to sit on our board include his
substantial experience in the area of corporate strategy and finance, including, capital markets and mergers and acquisitions.
Jared Parker—Mr. Parker joined Highstar in 2005 and has over nine years of experience in private equity, operational
leadership, investment banking and finance. Most recently, Mr. Parker served as a President of Ports America Stevedoring, the
largest business unit inside Ports America. Mr. Parker is on the Board of Directors for ADS Holdings and WesPac Midstream
LLC and previously served as a Director on the Board of London City Airport, the Ports America Companies and as an
observer on the Boards of InterGen and Northern Star. Prior to joining Highstar, he worked as an advisor to the Highstar Team
on several transactions as an investment banker at Deutsche Bank. While at Deutsche Bank, Mr. Parker advised domestic and
international and power generation companies and financial sponsors on mergers and acquisitions and financings. Mr. Parker
holds a BA in International Relations from Stanford University. Mr. Parker’s qualifications to sit on our board include his
substantial experience in the area of corporate strategy and finance, including, capital markets and mergers and acquisitions.
Wilson Quintella Filho—Mr. Quintella has been designated by Estre Ambiental S.A. (“Estre”) to serve as a Director of ADS
Holdings since November 2012 when Estre completed an equity investment in Star Atlantic, our indirect parent. Under the
terms of Estre’s investment in Star Atlantic, Estre will have the right to designate one of our directors. In 1999, Mr. Quintella
founded Estre, a waste management company with a presence in Brazil, Argentina and Colombia. Mr. Quintella has extensive
experience as an entrepreneur, having founded his first venture, an agricultural commodities and logistics company, in 1987. He
also has been actively involved in projects in the oil and infrastructure sectors, having worked on the Sepetiba port
development in Rio de Janeiro and a project with Petrobras refineries in São Paulo and Bahia states. Mr. Quintella worked as a
consultant in the privatization of the Brazilian railways and ports from 1995 to 1999, as Managing Director of Banco Geral do
Comércio (1982) and as Secretary of Social Welfare of São Paulo city (1979). He started his career with Instituto de Pesquisas
Econômicas, a division of the University of São Paulo that handles official pricing studies and statistics. Mr. Quintella holds a
Bachelors Degree in Economics from Fundação Armando Álvares Penteado in São Paulo. Mr. Quintella’s qualifications to sit
on our board include his substantial experience in the area of corporate strategy, operations and finance.
Matthew Rinklin—Mr. Rinklin is a Director of ADS Holdings and has served in this role since 2012. Mr. Rinklin is also a Vice
President at Highstar Capital. Prior to joining Highstar Capital in 2011, Mr. Rinklin was an Associate at the UBS International
Infrastructure Fund. While at UBS, Mr. Rinklin focused on leveraged buyout investments in the power, midstream/pipeline and
transportation sectors. Before that, he was an investment banking analyst in the Natural Resources Group at J.P. Morgan.
Mr. Rinklin received a BA in Economics from the University of Chicago. Mr. Rinklin’s qualifications to sit on our board
include his substantial experience in the area of corporate finance, including capital markets and mergers and acquisitions.
Charles C. Appleby—Mr. Appleby is a Director of ADS Holdings, former Chairman of the Board and former Chief Executive
Officer of ADS Holdings. He served as Director, President and Chief Financial Officer of Advanced Disposal since its
inception, before becoming Chief Executive Officer of Advanced Disposal in August 2006. Mr. Appleby also served as
President of CAVCO, a private investment company, where he was responsible for the securities portfolio, detailed analysis and
review of potential investment opportunities and administration operations from 1996 through June 2004. Prior to his service
with CAVCO, Mr. Appleby was a founding member of Grenadier, Appleby, Collins & Company, a Jacksonville, Florida
accounting firm, formed in 1984, providing services with an emphasis on taxation matters, mergers and acquisitions, valuations
and foreign transactions. Previously, Mr. Appleby held positions with various national accounting firms, the last of which was
Coopers & Lybrand where he held the position of Tax Manager. He received Masters and Bachelors degrees in Business
Administration from Stetson University in 1977, and a Bachelors degree in Political Science from University of Florida in
1970. Mr. Appleby is a certified public accountant in Florida. Mr. Appleby is also a retired Colonel, Florida Army National
Guard. He retired on August 1, 2001, after 31 years of service in the U.S. Armed forces. During this period, he received
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numerous decorations and achievements, including the Legion of Merit, Meritorious Service Medal, the Florida Cross, Senior
Parachutist, Ranger and Pathfinder. Mr. Appleby’s qualifications to sit on our board include his substantial experience in the
area of corporate strategy, accounting, operations, and finance, including capital markets and mergers and acquisitions.
As a privately-held company with no equity securities listed on a national securities exchange we are not required to have
independent directors on our board of directors or any committees of the board of directors. Accordingly, we have not made any
determinations of independence with respect to any of our outside directors.
Committees of the Board
Our board of directors has an audit committee, an executive committee and a compensation committee. Our board of directors
may also establish from time to time any other committees that it deems necessary and advisable.
Audit Committee
Our audit committee is comprised of John Miller, Bret Budenbender, Jared Parker and Wilson Quintella Filho’s designee with
observer status only. The audit committee is responsible for assisting our board of directors with its oversight responsibilities
regarding: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our
independent registered public accounting firm’s qualifications and independence; and (iv) the performance of our internal audit
function and independent registered public accounting firm. Our board of directors has designated Mr. John Miller from
Highstar Capital an audit committee financial expert.
ITEM 11. EXECUTIVE COMPENSATION
As described in more detail below, the material elements of our executive compensation program for our named executive
officers (“NEO's”) include base salary, cash bonus opportunities, a long-term equity incentive opportunity, a deferred
compensation opportunity and other retirement benefits and welfare benefits. The NEOs may also receive severance payments
and other benefits in connection with certain terminations of employment or a change in control of ADS Waste Holdings, Inc.
or Advanced Disposal Waste Holdings Corp. We believe that each element of our executive compensation program helps us to
achieve one or more of our compensation objectives, as illustrated by the table below.
Compensation Element
Base Salary
Cash Bonus Opportunity
Long-Term Equity Incentive Opportunity
Deferred Compensation Opportunity and Other Retirement
Benefits
Severance and Other Benefits Potentially Payable Upon
Termination of Employment or a Change in Control
Compensation Objectives Designed to be Achieved
Attract, motivate and retain high caliber talent
Compensation “at risk” and tied to achievement of
business goals and individual performance
Align compensation with the creation of stockholder
value and achievement of business goals
Attract, motivate and retain high caliber talent
Attract, motivate and retain high caliber talent
Welfare Benefits
Attract, motivate and retain high caliber talent
These individual compensation elements are intended to create a total compensation package for each NEO that we believe
achieves our compensation objectives and provides competitive compensation opportunities. The compensation committee
annually reviews the compensation arrangements for the Company’s executive officers to assess whether the arrangements
encourage risk taking that is reasonably likely to have a material adverse effect on the Company. The compensation committee
conducted an annual review in February 2015 and concluded that the compensation arrangements for the Company’s executive
officers do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.
During fiscal 2014 we did not retain an independent compensation consultant to conduct a formal numeric benchmarking
process for the NEOs’ compensation opportunities. Our CEO reviews the compensation of comparable public companies within
the waste industry and benchmarks current compensation based upon size, scale and location of those companies and
recommends compensation adjustments for other NEO’s to the compensation committee. The compensation committee
performs similar procedures with respect to the compensation of our CEO.
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Employment Agreements
On November 20, 2012, we entered into employment agreements with Mr. Appleby, Mr. Carn, and Mr. Hall in recognition of
their contributions to the continued growth and excellent performance of ADS Waste Holdings, Inc. We also entered into an
employment agreement with Mr. Burke, our current CEO, on this date for retention purposes. The initial employment
agreements all provide for an initial three (3) year term from November 20, 2012 with automatic one year renewals, unless
either party provides 60 days’ prior written notice of the intent to terminate the agreement. On June 20, 2014, we entered into a
letter agreement with Mr. Appleby in connection with his retirement as CEO. Pursuant to the letter agreement, Mr. Appleby
continues to provide limited advisory services as an independent contractor and is entitled to retirement compensation and
benefits provided under his employment agreement. In addition, on July 18, 2014, we amended the employment agreement
with Mr. Burke to reflect his new responsibilities as our current CEO. On May 1, 2014 we entered into an employment
agreement with John Spegal for retention purposes as Chief Operating Officer. The employment agreement provides for an
initial three year term from May 1, 2014 with one renewals, unless either party provides 60 days' written notice of the intent to
terminate the agreement. The material terms of the employment agreements are described in “—Summary of NEO
Employment Agreements” found at pages 99 to 101. In addition, each of Messrs. Appleby, Hall and Carn are party to a stock
redemption agreement, details of which can also be found in the “—Summary of NEO Employment Agreements.”
Executive Compensation Program Elements
Base Salaries
Base salaries are an important element of compensation because they provide the NEO's with a predictable base level of
income. Our NEOs are entitled to an automatic adjustment to their base salaries on a 12-month cycle commencing January 1,
2015 for not less than 100% of the consumer price index for all urban consumers U.S. city average, as published by the U.S.
Department of Labor (“CPI”) for the immediately preceding year, which was 1.6% for 2015. The Summary Compensation
Table below shows the base salary paid to each NEO.
Cash Bonus Opportunities
Annual Cash Bonus Opportunity
We sponsor a management incentive plan (the “MIP”) as set forth in a formal plan document. All of our NEOs are eligible to
participate in the MIP. The primary purpose of the MIP is to focus management on key measures that drive financial
performance and provide competitive bonus opportunities tied to the achievement of our financial and strategic growth
objectives.
Fiscal 2014 MIP
A target annual bonus, expressed as a percentage of base salary (between 0% and 100%), is established within each NEO’s
employment agreements. This percentage may be adjusted from time to time by the compensation committee in connection
with an NEO’s promotion. The MIP award, which is a cash bonus, is tied to our (i) overall financial results (the Business
Performance Factor) and (ii) a combination of individual, financial and/or strategic goals appropriate for each position (the
Individual Performance Factor). The Business Performance Factor determines 60% of the total MIP award and the Individual
Performance Factor determines the remaining 40%.
With respect to the NEOs, financial performance is measured at the Company-wide level. Financial performance relative to
specified financial performance targets set annually by the Board of Directors determines the aggregate funding level of the
bonus pool and the Business Performance Factor for the MIP. If the financial performance target set by the Board of Directors
is met, the aggregate bonus pool amount will be set at 100% of the target amount in the annual operating budget and the
specified financial performance target payout percentages will be set at 100%, subject to the compensation committee’s
discretion for all NEO’s except Messrs. Lavender and Gray. If the financial performance target set by the Board of Directors is
met for his region, the aggregate bonus pool amount will be set at 100% of the target amount in the annual operating budget
and the specified financial performance target payout percentages will be set at 100%. The compensation committee has the
discretion to adjust the MIP aggregate bonus pool amount and the Business Performance Factor upwards or downwards to
address special situations. Payment under the MIP is adjusted on a sliding scale in a 1:1 ratio for the achievement of EBITDA
below the target amount not less than 95% of the metric. For achievement of the target amount from 90% to 94.99%, the ratio
is adjusted such that 60% of the amount is paid. Achievement less than 90%, results in no amounts being paid.
We believe that tying the NEOs’ bonuses to company-wide performance goals encourages collaboration across the executive
leadership team. We attempt to establish the financial performance target(s) at challenging levels that are reasonably attainable
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if we meet our performance objectives. For fiscal 2014, we used internally-adjusted EBITDA as the Business Performance
Factor because we believe that it provides a reliable indicator of our strategic growth and the strength of our cash flow and
overall financial results. For purposes of fiscal 2014 bonuses, we calculated EBITDA from continuing operations for the
consolidated Company and made adjustments totaling $47.6 for certain costs and events. As adjusted, the EBITDA measure
was achieved at 95% of the targeted amount of $392.0.
After setting the Business Performance Factor, the compensation committee determines the actual bonuses paid to the NEOs
(except Mr. Lavender and Mr. Gray) based on an assessment of each NEO’s Individual Performance Factor. The Individual
Performance Factor payout percentage (which impacts 40% of an NEO’s MIP award) can range from 0% to 110%. The
compensation committee performs the assessment of Mr. Burke's Individual Performance Factor after reviewing the written
assessments of his performance against his specific goals and objectives that Mr. Burke provided to Board of Directors. The
CEO performs the assessment of the other NEOs’ Individual Performance Factors (except Mr. Lavender and Mr. Gray) and
makes a recommendation to the compensation committee based upon his assessment of their achievement of the goals and
objectives as set forth by him. The Chief Operating Officer performs the assessment of the region vice-presidents and approves
the amount based upon his assessment of achievement of the goals and objectives as set forth by him.
The Individual Performance Factors for Messrs. Burke, Spegal, Appleby, Carn, Burke are based upon their respective
contributions in respect to achieving the following: (1) completion of the integration of the acquired and merged companies;
(2) achieving estimated synergy targets; (3) institutionalizing culture; (5) positioning the Company for maximum value
creation; (6) completing acquisitions and development projects and (7) formalizing policies and procedures related to internal
controls and governance. For fiscal 2014, the Individual Performance Factor for Messrs. Burke was determined to be 110%
achievement, Messrs. Appleby, Carn, Spegal and Hall was determined to be 100%. The Individual Performance Factors for
Mr. Lavender and Mr. Gray are based upon their respective contributions to optimizing routes; (2) developing best practices;
(3) driving environmental compliance; (4) providing accurate monthly forecasting; (5) compliance with safety tracking and
training for his region; (6) contributing to implementation of a new inventory management system and (7) driving compliance
of statistical reporting. Mr. Lavender’s Individual Performance Factor was determined to be 67.5% and Mr. Gray was 77.5%
based upon their respective contributions. The compensation committee and CEO, respectively approved the amount of each
NEO’s final bonus in respect of fiscal 2014 in February 2015. Mr. Hall's determination was completed in fiscal 2014 with
respect to his resignation timing and he was paid 100% of the amount due to him at the time of departure. The annual bonus
that each NEO earned in respect of fiscal 2014 is presented in the Summary Compensation Table below.
Fiscal 2015 MIP
The fiscal 2015 MIP was modified to include a maximum target achievement expressed as a percentage of salary up to 110%
for Messrs. Burke, Carn and Spegal and 120% for Messrs. Lavender and Gray. Further, two business performance factors were
defined: 50% of the business performance factor tied to achievement of EBITDA and 25% tied to free cash flow. The
remaining 25% is tied to individual performance factors. The payout ratios for achievement of EBITDA and free cash flow are
similar to that described in the 2014 MIP of EBITDA for Messrs Burke, Carn and Spegal except that the range now extends to
110%. The payout related to EBITDA for Messrs. Lavender and Gray was adjusted for the payout ratio, such that achievement
between 90% - 92% results in a 40% payout; 92.5% - 95% represents in 60% payout; amounts greater than 95% and up to
110% are paid proportionately. For Messrs. Lavender and Gray, the maximum target achievement expressed as a percentage of
salary was increased to 120%, with the entire amount being tied to business performance factors as follows: 50% based on an
EBITDA business performance factor, 25% based on a free cash flow business performance metric and 25% based on safety
and compliance metrics.
Sign-on Bonuses
From time to time, our compensation committee may award sign-on bonuses, in the form of either cash or the right to purchase
stock of the Issuer at fair market value, in connection with the commencement of an NEO’s employment with us. Sign-on
bonuses are used only when necessary to attract highly skilled officers to our company. Generally, they are used to incentivize
candidates to leave their current employers, or may be used to offset the loss of unvested compensation they may forfeit as a
result of leaving their current employers. No such amounts were offered for the year ending December 31, 2014.
Discretionary Bonuses
From time to time, our compensation committee may award discretionary bonuses in addition to any annual bonus payable
under the MIP in recognition of extraordinary performance. For fiscal 2014, our compensation committee did not award any
discretionary bonuses.
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Long-Term Equity Incentive Awards
We believe that the NEOs’ long-term compensation should be directly linked to the value we deliver to our stockholders.
Equity awards are currently granted under the 2012 Advanced Disposal Waste Holdings, Corp. Stock Incentive Plan (the “2012
Plan”) to the NEOs. The 2012 Plan is designed to provide long-term incentive opportunities over a period of several years.
Stock options are currently our preferred equity award under the 2012 Plan because the options will not have any value unless
the underlying shares of common stock appreciate in value following the grant date. Accordingly, awarding stock options
causes more compensation to be “at risk” and further aligns our executive compensation with the long-term profitability of our
company and the creation of shareholder value. The 2012 Plan also permits ADS Waste Holdings, Inc. to grant stock purchase
rights.
Prior to the acquisition of Veolia, we maintained the 2006 Equity Incentive Plan (the “2006 Plan”), under which the
compensation committee granted incentive awards in the form of options to purchase shares of common stock to directors,
officers and employees of us and our affiliates. Subsequent to the acquisition of Veolia, we adopted the 2012 Plan under which
we may grant incentive awards in the form of stock purchase rights and common stock options based on stock of Advanced
Disposal Waste Holdings Corp., our parent company, to certain officers and employees of us and our affiliates. Following the
combination of the historical businesses of HWStar Holdings, Corp. and ADStar Waste Holdings, Corp. in November 2012, all
prior outstanding awards under the 2006 Plan were canceled and reissued under the 2012 Plan, with the number of shares and,
where applicable, exercise price of such reissued awards determined using standard anti-dilution adjustments. The options vest
20% at date of grant and 20% annually thereafter on the anniversary of the grant date.
For our executives, including our NEOs, upon a change in control, as defined in the 2012 Plan, all outstanding time-based
options will, subject to certain limitations, become fully exercisable and vested, and any restrictions and deferral limitations
applicable to any stock purchase rights will lapse. We believe that providing for acceleration upon a liquidity event such as a
change of control helps to align the interests of the executives with those of the stockholders.
In April 2014, the compensation committee granted an aggregate of 769 options to our NEOs. Refer to the Grants of Plan-
Based Awards table for further details.
The amounts of each NEOs investment opportunity and stock option, as applicable, were determined based on several factors,
including: (1) each NEO’s position and expected contribution to our future growth; (2) dilution effects on our stockholders and
the need to maintain the availability of an appropriate number of shares for option awards to less-senior employees; and
(3) ensuring that the NEOs were provided with appropriate and competitive total long-term equity compensation and total
compensation amounts. The number of options granted to NEOs during fiscal 2014 and the grant date fair value of these
options as determined under FASB ASC Topic 718 are presented in the Grants of Plan-Based Awards in Fiscal 2012 table
below.
Stock Redemption Program
We have a structured stock redemption program with certain of the NEOs based upon certain conditions for each NEO. The
repurchase program is subject to time limitations and floor price for redemptions, as described within the employment
agreements described under “Summary of NEO Employment Agreements.”
Deferred Compensation Opportunity Other Retirement Benefits
Our NEOs are eligible to participate in our 401(k) plan. We do not provide deferred compensation opportunities for our NEO’s.
We currently match 50% of the first 6% of eligible pay that employees contribute to the 401(k) plan.
Other Post-Retirement Benefits
In addition to our 401(k) plan, we have a post-retirement health plan for Mr. Appleby and his spouse. The plan provides for
coverage of health insurance and benefits substantially similar to the health insurance offered by us to executives at the time of
his retirement through attainment of age 75. See “—Post-Retirement Welfare Benefits” on page 103 for more information on
this benefit.
Severance and Other Benefits
We believe that severance protections can play a valuable role in attracting and retaining high caliber talent. In the competitive
market for executive talent, we believe severance payments and other termination benefits are an effective way to offer
executives financial security to offset the risk of foregoing an opportunity with another company. Consistent with our objective
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of using severance payments and benefits to attract and retain executives, we generally provide each NEO with amounts and
types of severance payments and benefits that we believe will permit us to attract and/or continue to employ the individual
NEO.
The severance benefits under these agreements are generally more favorable than the benefits payable under our general
severance policy. For example, we offer each NEO a severance benefit payable upon a termination by the NEO for good reason
or by us without cause. The good reason definition in these agreements would only be triggered by adverse circumstances that
would give rise to a constructive termination of employment.
At our discretion, we may also provide certain executives with enhancements to our existing benefits that are not available to
other employees, such as usage of the company plane. Furthermore, we pay for life insurance benefits in an amount equal to the
base salary plus bonus potential and the NEO may designate a beneficiary of their choosing.
Section 162(m) of the Code
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation over $1,000,000 paid for
any year to a corporation’s principal executive officer or an individual acting in such a capacity and the three most highly
compensated executive officers (not including the principal executive officer or the principal financial officer). Section 162(m)
of the Internal Revenue Code applies to corporations with any class of common equity securities required to be registered under
Section 12 of the Exchange Act. Because we do not currently have any publicly held common stock, Section 162(m)’s
restrictions do not currently apply to us.
The following table provides summary information concerning the compensation of our Chief Executive Officer, our Chief
Financial Officer and each of our other NEOs for the last completed fiscal year.
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Summary Compensation Table
Year
Salary
Award
Option (1)
Non-equity
incentive plan
compensation
(2)
Change in other
post-
retirement
benefit
plans (3)
Total All Other
Compensation (4)
Total
Richard Burke
Chief Executive
Officer
Steven Carn
Chief Financial
Officer
John Spegal
Chief Operating
Officer
David Lavender
East Region
Vice President
Charles Gray
South Region
Vice President
Charles
Appleby, Former
Chief Executive
Officer (5)
Walter Hall,
Former Chief
Operating
Officer (6)
2014
2013
2012
2014
2013
2012
2014
2014
2013
2014
2014
2013
2012
2014
2013
2012
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
— $
530,880
$
— $
490,344
520,698
465,000
53,058
$
$
$
3,425
1,782,393
$
$
— $
— $
— $
318,131
$
$
1,541,922
786,556
— $
— $
1,835,451
381,750
$
— $
370,756
$
— $
20,204
$
772,710
375,000
266,786
$
$
5,635
343,191
$
$
361,726
179,460
$
$
— $
— $
34,774
22,356
$
$
777,135
811,793
297,038
$
175,423
$
349,632
$
— $
190,694
$
1,012,787
284,371
278,000
$
$
24,362
15,213
$
$
106,896
134,830
$
$
— $
— $
14,718
181,769
$
$
430,347
609,812
281,611
$
25,968
$
146,853
$
— $
13,993
$
468,425
267,225
$
— $
267,225
$
— $
1,080,632
$
1,615,082
525,000
472,724
39,447
465,000
439,786
$
$
$
$
$
97,942
686,383
$
$
474,917
338,411
— $
9,015
549,106
$
$
39,447
450,540
318,260
$
$
$
$
$
129,218
374,000
$
$
152,014
73,949
— $
— $
— $
3,438,090
80,626
88,940
$
$
$
$
$
1,379,091
1,945,467
3,516,984
1,005,181
1,396,092
(1) Represents options granted under the 2012 Plan by the parent company to each NEO. Amounts reported reflect the
aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Amounts granted to Mr. Burke in
fiscal 2012 were granted as part of his overall first year employment agreement as inducement to align performance
with shareholder interest. Amounts reported reflect the aggregate grant date fair value computed in accordance with
FASB ASC Topic 718, except with respect to replacement options granted in 2012 to each of Messrs. Appleby, Carn
and Hall and in connection with the cancellation of the 2006 Plan, which are reported to reflect the incremental fair
value computed in accordance with FASB ASC Topic 718.
For a discussion of the assumptions and methodologies used to calculate the amounts reported in fiscal 2014, see the
discussion of nonqualified option awards contained in Notes 1 and 15 to our Consolidated Financial Statements for the
period ended December 31, 2014, included in this report.
(2) Figures represent awards paid under our Management Incentive Plan (MIP) in respect of the year earned. See
“Compensation Discussion and Analysis—Executive Compensation Program Elements—Cash Bonus Opportunities—
Annual Cash Bonus Opportunity” above for a description of our MIP.
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(3) The amount reflected represents the actuarial present value of post-retirement medical plans for Mr. Appleby and his
spouse determined using interest rate and mortality rate assumptions consistent with those used in determining the
amounts in our financial statements. For further information, refer to a description of the plan in “Employment and
Related Agreements of Charles C. Appleby”, below. On fiscal 2014, there was a decrease in the post-retirement benefit
plan due to Mr. Appleby electing Medicare. Refer to the "Post Retirement Welfare Benefits" table below for further
details.
(4) The supplemental table below sets forth the details of amounts reported as “All Other Compensation” for fiscal 2014.
For 2014, the All Other Compensation column includes amounts related to executive perquisites provided by us, which
may include executive physical, club dues, relocation, company car, plane usage, severance and life insurance
premiums as detailed in the chart below.
(5) Mr. Appleby retired as Chief Executive Officer June 2014.
(6) Mr. Hall voluntarily resigned in January 2014.
Richard Burke
Chief Executive
Officer (1)
Steven Carn
Chief Financial
Officer
John Spegal
Chief Operating
Officer (2)
David Lavender
East Region Vice
President
Charles Gray
South Region Vice
President
Charles Appleby
Former Chief
Executive Officer (3)
Walter Hall Former
Chief Operating
Officer (4)
Year
2014
2014
2014
2014
2014
2014
2014
$
$
$
$
$
$
$
Auto (5)
Plane (6)
Company Paid
Dues /
Memberships
401(k)
Matching
Contributions
Other (7)
Total All Other
Compensation
8,813
$
12,775
$
— $
7,875
$
460,881
$
490,344
10,800
$
— $
— $
9,404
$
— $
20,204
10,338
$
— $
— $
5,356
$
175,000
$
190,694
— $
— $
— $
9,475
$
5,243
$
14,718
— $
— $
— $
8,750
$
5,243
$
13,993
3,450
$
36,750
$
— $
6,746
$
1,033,686
$
1,080,632
— $
— $
— $
789
$
3,437,301
$
3,438,090
(1) Effective July 1, 2014, Mr. Burke was named Chief Executive Officer of the Company. In connection with his
appointment as Chief Executive Officer, Mr. Burke's loan and accrued interest thereon with our parent company was
forgiven ($253,585). Gross up taxes on the loan forgiveness, personal usage of the plane and automobile are included
($207,296). The above noted amounts are included in "Other" in the table above.
(2) Effective May 1, 2014, Mr. Spegal was named Chief Operating Officer and subsequently relocated to Jacksonville, FL.
We agreed to reimburse Mr. Spegal for the difference between the negotiated selling price less federal tax basis in his
home, pay all closing costs on both the sale of his residence in Jacksonville, FL and the purchase of his home in
Jacksonville, FL, pay for all relocation costs incurred in connection with his move to Jacksonville, FL and the cost of
temporary housing in Jacksonville, FL ($120,137) and include tax gross up payments of ($54,863). The above noted
amounts are included in "Other" in the table above.
(3) Effective June 30, 2014, Mr. Appleby retired from the position of Chief Executive Officer of the Company and in
connection with his retirement entered into a letter agreement. In connection with his retirement, he was granted certain
payments and perquisites in accordance with his employment agreement, including an amount equal to two times his
bonus and salary to be paid over 24 months (which was $815,449 for the applicable period), title to his Company car
($73,035), compensation for consulting services in an amount equal to $125,000 per year ($62,500 for the applicable
period in fiscal 2014) related to services to be rendered, and redemption of certain shares held by him and family trusts.
Federal tax gross up payments on the items noted herein amounted to $82,706. The above noted amounts are included
in "Other" in the table above.
(4) Effective January 31, 2014, Mr. Hall retired from the Company as Chief Operating Officer. In connection with his
retirement, he was granted certain payments and perquisites in accordance with his employment agreement, including
an amount equal to two times his bonus and salary to be paid over 24 months and 90 days of salary and bonus
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($1,524,671), title to his Company car ($51,640), federal tax gross up payments ($1,243) and redemption of certain
shares held by him and family trusts ($1,859,745).
(5) Each NEO is entitled to the usage of an automobile of their choosing through either an auto allowance or company car.
(6) Personal use of corporate aircraft is valued based on the aggregate incremental cost to the company on a fiscal-year
basis. The incremental cost to the company of personal use of corporate aircraft is calculated based on the variable
operating cost to the company, which includes the cost of fuel, aircraft maintenance, crew travel, on-board catering,
landing fees, ramp fees and other smaller variable costs. Because our corporate aircraft is used primarily for business
travel, fixed costs that do not change based on usage, such as pilots’ salaries and purchase and lease costs, are excluded
from this calculation.
(7) Other amounts, excluding those detailed above for the respective individuals, generally include payments on life and
long-term disability insurance.
Grants of Plan-Based Awards in Fiscal 2014
The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2014 to help
explain information provided above in our Summary Compensation Table. This table presents information regarding all grants
of plan-based awards occurring during fiscal 2014.
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other Option
Awards: Number
of Securities
Underlying
Options (#) (1)
Exercise or Base
Price of Option
Awards ($/Sh)
Grant Date Fair
Value of Stock and
Option Awards
($) (2)
Name
Type of Award Grant Date
Threshold ($)
Target ($)
Maximum($)
Richard Burke
Steven Carn
John Spegal
John Spegal
Cash Bonus
Cash Bonus
Cash Bonus
Cash Bonus
5/14/2014
Stock options
5/14/2014
David Lavender
Cash Bonus
$
$
$
$
189,000
229,050
216,000
$
$
$
530,880
370,756
349,632
$
$
$
N/A
N/A
N/A
N/A
530,880
370,756
349,632
N/A
N/A
85,485
$
106,896
$
106,896
N/A
N/A
N/A
517
64
N/A
$
$
N/A
N/A
N/A
$
$
910.78
910.78
N/A
Stock options
5/14/2014
Charles Gray
Cash Bonus
Stock options
5/14/2014
N/A
84,563
N/A
N/A
N/A
91
$
910.78
$
146,853
146,853
N/A
N/A
N/A
N/A
97
$
910.78
$
Charles Appleby
Walter Hall
Stock options
5/14/2014
$
267,225
$
267,225
$
267,225
Stock options
5/14/2014
39,447
39,447
39,447
N/A
N/A
N/A
N/A
N/A
N/A
N/A
158,290
17,133
N/A
24,362
N/A
25,968
N/A
N/A
(1) Represents options granted by the parent company under the 2012 Plan to each of Messrs Spegal, Lavender and Gray.
Options vest 20% on date of issuance and 20% thereafter on first, second, third and fourth anniversaries of the grant
date or immediately if the individual has attained the stipulated retirement age and have a 10-year term except the 517
options granted to Mr. Spegal which vest 100% after five years.
(2) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
For a discussion of the assumptions and methodologies used to calculate the amounts reported, please see the discussion of
option awards contained in Note 15 to our Consolidated Financial Statements for the period ended December 31, 2014,
included in this prospectus.
Summary of NEO Employment Agreements
This section describes employment agreements in effect for our NEOs during fiscal 2014. In addition, the terms with respect to
grants of stock options described above under “Long-Term Equity Incentive Awards” are further described below for our NEOs
in the section entitled “Long-Term Equity Incentive Awards.” Severance agreements and arrangements are described below in
the section entitled “Potential Payments upon Termination or Change in Control.”
Employment Agreement of Richard Burke
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On November 20, 2012, we entered into an employment agreement with Mr. Burke (the “Burke Agreement”), effective as of
November 20, 2012, for a three year initial term which will be automatically extended for successive one-year periods
thereafter unless one of parties provides the other with written notice of non-renewal at least sixty days prior to the end of the
applicable term. The agreement was subsequently modified in connection with his appointment as Chief Executive Officer
effective July 1, 2014. The financial terms of the Burke Agreement, as modified for salary, include (1) an annual base salary of
$525,000, subject to increases not less than 100% of the CPI, (2) participation in our MIP, with a target annual cash bonus
amount up to 100% of his salary, (3) a one-time purchase of common stock of the parent for 1,185 shares for $1,000,000 via a
cash payment of $750,000 and a note receivable issued by the Parent of $250,000 bearing interest at the applicable federal rate,
which was forgiven in connection with his appointment as Chief Executive Officer, (4) a one-time grant of 9,364 stock options,
subject to certain vesting conditions which were met with Mr. Burke's selection as CEO, and (5) a pool of options established
by the compensation committee for which if certain EBITDA targets are met, Mr. Burke may earn up to 1,333 shares per year
for fiscal 2014, 2015 and 2016. The termination payments are the same amounts that are due if Mr. Burke retires under the
“Potential Payments Under Termination or Change of Control” chart below.
We must maintain a long term disability plan which provides benefits in a mount at least equal to 66 2/3% of base salary in
effect up to a maximum of $9,000 per month. Further, Mr. Burke is entitled (on a tax grossed-up basis), on an annual basis
during each calendar year of the employment, to: (1) a company automobile or allowance for an automobile, (2) participation in
the incentive stock option award program, (3) participation in the group medical, dental, health and pension or profit-sharing
plans which the Company makes available to senior level employees, (4) six weeks’ vacation, (5) short term disability benefits,
(6) life insurance benefits in an amount equal to $1,000,000 which we must pay the premiums and for which he may designate
a beneficiary and (7) reimbursement of his relocation expenses from Pewuakee, WI to Jacksonville, FL, including the
following: (a) reimbursement of reasonable out-of-pocket moving expenses plus $5,000 for miscellaneous items; (b) closing
costs on the sale of his principle home in Pewuakee, WI and the purchase of a home in Jacksonville, FL; (c) a temporary
housing allowance in an amount equal to the mortgage on his Pewuakee, WI home up to the earlier of 12 months from the
effective date of the Burke Agreement or the sale of his Pewuakee, WI residence and (d) a make-whole payment on the sale of
his primary residence in Pewuakee, WI.
Mr. Burke is also entitled to a seat on the Board of Directors of the Issuer. We retain the right to remove Mr. Burke from the
board in connection with any restructuring of the board in connection with a public offering. In such an event, no payments
would be due to Mr. Burke.
Severance benefits are payable in connection with a termination of employment for any reason other than cause or “good
reason” are provided in an amount equal to two times his base salary and bonus received during the preceding fiscal year, paid
out in 24 equal monthly installments.
Employment Agreement of Steven R. Carn
On November 20, 2012, we entered into an employment agreement with Mr. Carn (the “Carn Agreement”), effective as of
November 20, 2012 for a three year initial term which will be automatically extended for successive one-year periods thereafter
unless one of parties provides the other with written notice of non-renewal at least sixty days prior to the end of the applicable
term.
The financial terms of the Carn Agreement include: (1) an annual base salary of $375,000, subject to increases not less than
100% of the CPI; and (2) continued participation in our MIP, with an annual target annual cash bonus amount up to 100% of his
salary. In addition, Mr. Carn is entitled to: (1) vacation of up to six weeks, (2) participation in the group medical, dental, health
and pension or profit-sharing plans which we make available to senior level employees, (3) short-term disability benefits, (4) a
long term disability plan which provides benefits in a mount at least equal to 66 2/3% of base salary in effect up to a maximum
of $9,000 per month, (5) payment by the company of premiums on a life insurance policy in an amount equal to the base salary
plus 100% of annual bonus opportunity, (6) a company vehicle or an allowance for an automobile, and (7) a seat on the board
of directors of the Issuer. We retain the right to remove Mr. Carn from the board in connection with any restructuring of the
board in connection with a public offering. In such an event, no payments would be due to Mr. Carn.
Further, in the event that Mr. Carn sells his shares of the parent company stock in connection with a change of control, we will
pay Mr. Carn, on the 6-month anniversary of the date of the change in control, an amount equal to excess, if any, of the floor
price over the actual gross proceeds received from the sale (a “Price Protection Bonus”). The floor price is defined as $610.96
from the effective date of the agreement through December 31, 2013; $843.13 from January 1, 2014 – December 31, 2014;
$878.47 from January 1, 2015 – December 31, 2015 and $932.25 from January 1, 2016 and thereafter.
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Severance benefits are payable in connection with a termination of employment for any reason other than cause or “good
reason” are provided on the same terms as provided for in the Burke Agreement.
Employment Agreement of John Spegal
On May 1, 2014, we entered into a new employment agreement with Mr. Spegal (the “Spegal Agreement”), effective as of May
1, 2014 for a three year initial term which will be automatically extended for successive one-year periods thereafter unless one
of the parties provides the other with written notice of non-renewal at least sixty days prior to the end of the applicable term.
The financial terms of the Spegal Agreement include: (1) an annual base salary of $360,000, subject to annual increases not less
than 100% of the CPI; and (2) continued participation in our MIP, with an increased target annual cash bonus amount up to
100% of his salary. In addition, Mr. Spegal is entitled to: (1) vacation of up to six weeks, (2) participation in the group medical,
dental, health and pension or profit-sharing plans which we make available to senior level employees, (3) short-term disability
benefits, (4) a long term disability plan which provides benefits in a mount at least equal to 40% of the base salary then in
effect up to a maximum of $11,000 per month, (5) participation in the Advanced Disposal Waste Holdings Corp. 2012 Stock
Incentive Plan, as amended from time to time, at two times Level 1 of the Stock Incentive Plan, (6) payment by the company of
premiums on a life insurance policy in an amount equal to two times the executive's base salary, (7) reimbursement of his
relocation expenses in an amount equal to $175,000, and (8) a company automobile and cell phone allowance.
Severance benefits are provided under the employment agreement if Mr. Spegal's employment terminates without "cause" or
"good reason", including termination in connection with a change in control, subject to the execution and non-revocation of a
general release. Upon such termination, Mr. Spegal is entitled to (i) an amount equal to two times his base salary then in effect,
payable in 24 equal monthly installments; (ii) a pro-rata portion of his bonus as earned through the termination date; (iii) an
amount equal to two times his bonus received during the fiscal year immediately preceding termination payable in 24 equal
monthly installments and (iv) $50,000 net of taxes, for relocation services. Mr. Spegal is subject to non-competition, non-
solicitation and non-interference with employees for two years following termination of employment for any reason and
indefinite confidentiality provisions.
David Lavender and Charles Gray
Messrs. Lavender and Gray are not parties to an employment agreement with the Company.
Employment and Related Agreements of Charles C. Appleby
On November 20, 2012, we entered into an employment agreement with Mr. Appleby (the “Appleby Agreement”), effective as
of November 20, 2012 (the “Effective Date”) for a three year initial term, which will be automatically extended for successive
one-year periods thereafter unless of either of the parties provide the other with written notice of non-renewal at least sixty days
prior to the end of the applicable term.
The financial terms of the Appleby Agreement include: (1) an annual base salary of $525,000, subject to increases not less than
100% of the CPI; and (2) continued participation in our MIP, with an increased target annual cash bonus amount up to 100% of
his salary.
In addition to the foregoing, we have also agreed to provide Mr. Appleby with a post-retirement medical benefit plan that will
cover Mr. Appleby and his spouse through December 31 of the year in which Mr. Appleby turns 75 (or, if Mr. Appleby dies
prior to reaching age 75, then for his spouse through the end of the calendar year in which Mr. Appleby would have turned 75).
This plan will provide health insurance coverage and benefits similar to the health insurance provided by us to other of our
executive employees at the time of Mr. Appleby’s retirement or termination. Furthermore, upon retirement, if Mr. Appleby is
not retained in a non-executive capacity as Chairman with compensation on such terms and conditions agreed to by
Mr. Appleby, he is entitled to a payment equal to two times his base salary and bonus received during the preceding fiscal year,
paid out in 24 equal monthly installments. We must maintain a long term disability plan which provides benefits in a mount at
least equal to 66 2/3% of base salary in effect up to a maximum of $9,000 per month. We must also maintain a term life
insurance policy on Mr. Appleby’s life in an amount equal to his base salary plus annual bonus opportunity. In addition,
Mr. Appleby is entitled throughout the term of his employment as CEO to: (1) 50 hours annually of plane usage, (2) a company
automobile, (3) participation in the incentive stock option award program, (4) participation in the group medical, dental, health
and pension or profit-sharing plans which we make available to senior level employees, (5) six weeks’ vacation, (6) short term
disability benefits and (7) a seat on the board of directors of the Issuer. We retain the right to remove Mr. Appleby from the
board in connection with any restructuring of the board in connection with a public offering and no payment would be due to
Mr. Appleby.
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Severance benefits are provided under the employment agreement if Mr. Appleby is terminated for any reason other than cause
or “good reason”. Upon such termination, he is entitled to (i) an amount equal to two times his base salary, payable in 24 equal
monthly installments; (ii) a pro-rata portion of his bonus as earned through the termination date; and (iii) an amount equal to
two times the bonus received during the fiscal year immediately preceding termination payable in 24 equal monthly
installments.
Mr. Appleby retired effective July 1, 2014. Mr. Appleby continues to serve on our Board of Directors. In connection with his
retirement, we entered into a letter agreement providing for payment of (i) a pro-rated portion of his base salary for 2014, (ii) a
bonus payment for his service as CEO until June 30, 2014, (iii) title to his car, (iv) retirement compensation pursuant to the
Appleby Agreement, as defined above, and (v) an annual fee of $125,000 in considerations for his advisory services he
provides as an independent contractor for a term of one year commencing July 1, 2014, which initial term will be automatically
extended unless one of the parties provides the other with written notice of non-renewal at least sixty days prior to the end of
the applicable term. Mr. Appleby remains bound by the non-competition and confidentiality covenants provided under the
Appleby Agreement for two and half year period following June 30, 2014 or six months following the termination of the letter
agreement for any reason, whichever is later.
In addition, the letter agreement amended the payment schedule under a stock redemption program with the Parent. Pursuant to
the stock redemption program, as amended by the letter agreement on January 15, 2015, the Parent will repurchase all of the
then original outstanding stock owned as of November 20, 2012 payable commencing January 15, 2015 and for two successive
annual periods thereafter in an amount equal to 33 1/3% of the number of original shares outstanding times the redemption
price on the specified date. Stock acquired subsequent to November 20, 2012 will be purchased on the final installment
payment date of the original share sale date or January 15, 2017. Shares are redeemable at a price equal to greater of the public
company value per share or EBITDA value per share at a floor price of $884.62 per share, with the floor price only applicable
to the shares held prior to November 20, 2012. Any difference between fair market value and the floor price is payable on
January 15, 2017. Contemporaneous with the payment dates, Mr. Appleby will repay in ratable amounts 33 1/3% of his
outstanding shareholder loan with Advanced Disposal Waste Holdings Corp., our parent company.
Employment Agreement of Walter J. Hall
We entered into an employment agreement with Mr. Hall (the “Hall Agreement”) on November 20, 2012. The terms of the Hall
Agreement are identical to the Carn Agreement, except that Mr. Hall’s initial annual base salary is $465,000, he is entitled to
usage of the plane, his stock redemption is under different circumstances, as more fully described below and he is entitled to
termination payments should he not be selected CEO following Mr. Appleby in an amount equal to two times his base salary
and bonus in effect for the previous year plus a pro-rata portion of his earned bonus.
Mr. Hall was not selected as CEO in 2014 and voluntarily resigned. Mr. Hall is entitled to separation payments and benefits
provided under the Hall Agreement described above. In addition, Mr. Hall receives the following: (i) a lump sum payment
equal to 90 days of his salary, (ii) a pro-rated bonus for the period February 1, 2014 through April 30, 2014, in an amount equal
to one-quarter of his 2013 bonus, and (iii) title to his car.
Mr. Hall is party to a stock redemption program, which stipulates in the event he terminates his employment as a result of not
being named CEO upon the retirement of Mr. Appleby, Advanced Disposal Waste Holdings Corp. will purchase all of his
shares owned as of November 20, 2012 in three ratable tranches commencing on the date of such announcement and for two
successive annual installments thereafter on the anniversary date of such announcement. On the final installment payment for
the shares owned prior to November 20, 2012, all shares acquired after November 20, 2012 will also be purchased. Shares are
redeemable at a price equal to greater of the public company value per share or EBITDA value per share with a floor price
staggered based upon time for the original shares owned prior November 20, 2012. The floor price timing commences on
November 19, 2012 through December 31, 2013 at $610.96 per share, from January 1, 2014 through December 31, 2014 at
$843.13 per share, from January 1, 2015 through December 31, 2015 at $878.47 per share and from January 1, 2016 and
thereafter at $932.25 per share, with the floor price only applicable to the shares held prior to November 20, 2012. Any
difference between fair market value and the floor price is payable on January 15, 2017. Contemporaneous with the payment
dates, Mr. Hall will repay in ratable amounts 33 1/3% of his outstanding shareholder loan with Advanced Disposal Waste
Holdings Corp.
Outstanding Equity Awards at December 31, 2014
The following table sets forth information concerning outstanding stock options held by each of our NEOs as of December 31,
2014.
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Name
Richard Burke
Steven Carn
John Spegal
David Lavender
Charles Gray
Charles
Appleby
Walter Hall
Grant Date
Exercisable
Unexercisable
Option
Exercise
Price ($)
4/25/2013
11/20/2012
4/25/2013
4/26/2012
5/14/2014
5/14/2014
4/25/2013
5/14/2014
4/25/2013
4/26/2012
5/4/2011
7/27/2010
4/23/2009
4/24/2008
2/12/2007
2/12/2007
5/14/2014
4/25/2013
4/26/2012
5/4/2011
7/27/2010
4/23/2009
4/24/2008
2/12/2007
2/12/2007
4/25/2013
4/26/2012
4/25/2013
4/26/2012
8
9,364
14
769
13
—
—
18
36
117
162
196
245
275
248
1,344
19
34
70
163
196
318
367
290
1,860
587
2,562
N/A
N/A
13
(1)
— (2)
20
512
51
517
259
73
55
79
41
(1)
(1)
(1)
(3)
(3)
(2)
(1)
(1)
(1)
— (1)
— (1)
— (1)
— (1)
— (3)
78
50
47
41
(1)
(1)
(1)
(1)
— (1)
— (1)
— (1)
— (1)
— (3)
— (1)
— (1)
N/A (1)
N/A (1)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
844.10
844.10
844.10
619.64
910.78
910.78
844.10
910.78
844.10
619.64
557.68
491.73
471.24
408.89
377.36
377.36
910.78
844.10
619.64
557.68
491.73
471.24
408.89
377.36
377.36
844.10
619.64
844.10
619.64
Option
Expiration
Date
4/25/2023
11/20/2022
4/25/2023
4/26/2022
5/14/2024
4/26/2022
4/25/2023
5/14/2024
4/25/2023
4/26/2022
5/4/2021
7/27/2020
4/23/2019
4/24/2018
2/12/2017
2/12/2017
5/14/2024
4/25/2023
4/26/2022
5/4/2021
7/27/2020
4/23/2019
4/24/2018
2/12/2017
2/12/2017
4/25/2023
4/26/2022
4/25/2023
4/26/2022
(1) Time-vested options vest 20% ratably on date of grant and 20% thereafter on each anniversary date of grant annually
thereafter.
(2) Options vested 100% with Mr. Burke's selection as CEO.
(3) Represents stock options granted that vest 100% after five years from the date of grant.
Option Exercises and Stock Vested in 2014
No options were exercised in 2014 and no stock was vested in 2014.
Post-Retirement Welfare Benefits
The following table sets forth information with respect to each plan that provides for payments or other benefits to our NEOs
following their retirement for the year ended December 31, 2014.
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Table of Contents
Name
Charles Appleby
Year
Plan Name
Number of
Years of
Credited
Service(1)
Present Value
of Accumulated
Benefits
Payments
During Last
Fiscal Year
2014
Executive Retiree Health
2
214,772
9,723
(1) The plan was instituted in 2012 as part of Mr. Appleby’s new employment agreement and thus for plan purposes there is
one year of credited service. Mr. Appleby retired as CEO June 30, 2014 and therefore years of credited services ceased.
The Executive Retiree Health plan described in the table above provides post-retirement medical benefits to Mr. Appleby and
his spouse through December 31 of the year in which Mr. Appleby turns 75 (or, if Mr. Appleby dies prior to reaching age 75,
then for his spouse through the end of the calendar year in which Mr. Appleby would have turned 75). This plan will provide
health insurance coverage and benefits similar to the health insurance provided by us to other of our executive employees at the
time of Mr. Appleby’s retirement or termination. The plan provides for healthcare retirement benefits for Mr. Appleby and his
wife and was valued utilizing the projected unit credit method with the following assumptions: (1) assumed discount rate of
3.80% based upon the Citigroup Pension Discount Curve, (2) no enrollment in Medicare, (3) benefits are non-contributory by
the employee up to $50,000, (4) retiree and his spouse receive coverage until retiree reaches the age of 75, (4) impact of the
Patient Protection and Affordable Care Act enacted in March 2010, in particular the provision for an excise tax, (5) mortality
rates from the RP 2000 Healthy Male and Female tables and (6) health care cost trend assumptions of 9.0% initially followed
with an ultimate trend of 5.0%.
Potential Payments Upon Termination or Change in Control
The following table quantifies the potential contractual and/or plan termination and change-in-control payment amounts
assuming hypothetical triggering events had occurred as of December 31, 2014. The price per share of our stock as of the fiscal
year-end used in calculating the value of outstanding stock was $896. See "Summary of NEO Employment Agreements"
above.
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Table of Contents
Name
Richard Burke
Item of
Compensation
Termination
Upon
Death/Disability
Termination
Upon
Retirement
Involuntary
Termination
Not for Cause
or Reason
Termination
for
Cause
Voluntary
Resignation(1)
Termination
Upon
Change in Control
Bonus
Unvested Stock
Options
Multiple of Salary
and Bonus
Total Payments
Steven Carn
Bonus
Unvested Stock
Options
Multiple of Salary
and Bonus
Total Payments
John Spegal
Bonus
Unvested Stock
Options
Multiple of Salary
and Bonus
Payments for
Relocation
Expenses
Total Payments
Unvested Stock
Options
Total Payments
Unvested Stock
Options
Total Payments
David Lavender
(2)
Charles Gray(2)
Charles Appleby
(3)
Bonus
Value of Benefits
Multiple of Salary
and Bonus
Total Payments
Walter Hall(3)
Bonus
Unvested Stock
Options
Multiple of Salary
and Bonus
Total Payments
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
530,880
675
2,111,760
2,643,315
370,756
142,534
1,505,012
2,018,302
349,632
$
$
$
$
$
$
$
$
$
530,880
$
530,880
$
— $
530,880
$
530,880
— $
— $
— $
— $
675
2,111,760
2,642,640
370,756
$
$
$
2,111,760
2,642,640
370,756
$
$
$
— $
— $
— $
2,111,760
2,642,640
370,756
$
$
$
2,111,760
2,643,315
361,726
— $
— $
— $
— $
142,534
1,505,012
1,875,768
349,632
$
$
$
1,505,012
1,875,768
349,632
$
$
$
— $
— $
— $
1,505,012
1,875,768
349,632
$
$
$
1,505,012
2,009,272
450,540
— $
— $
— $
— $
— $
5,377
709,632
$
1,419,264
$
1,419,264
$
— $
1,419,264
$
1,419,264
— $
50,000
1,059,264
$
1,818,896
$
$
50,000
1,818,896
$
$
50,000
1,818,896
$
$
50,000
1,875,181
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
$
$
$
$
257,765
341,459
— $
2,099,952
— $
2,699,176
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
39,448
$
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
2,598,885
2,691,216
$
$
38,558
38,558
29,455
29,455
—
—
—
—
—
—
—
—
(1) For all NEO’s except Messrs. Lavender and Gray, voluntary resignation payments are based upon resignation for good cause, which is
defined in the agreements as a breach of the agreement by the Company or a relocation of principal place of business to a location that
represents a material change (50 miles from principal place of business) in geographic location or a material diminution in authority,
duties, responsibilities, reporting position or compensation.
(2) Messrs. Lavender and Gray are not subject to a compensation agreement and therefore has no stipulated benefits, except those related
to unvested stock options in the event of termination in the event of death or disability or upon change of control.
(3) Messrs. Appleby and Hall retired or resigned in 2014 and thus the payment represent actual amounts to be paid in in connection with
the applicable termination event.
All NEO’s, other than Messrs. Lavender and Gray are subject to non-competition, non-solicitation and non-interference with
employees for two years following termination of employment for any reason and indefinite confidentiality provision.
Change-in-Control Payments
Each NEO except Messrs. Lavender and Gray is a party to a change-in-control agreement with the company under which, in
certain circumstances, payments, including perquisites and health and welfare benefits, would be paid by us in the event of a
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Table of Contents
termination of the NEO’s employment within a period after the change-in-control. A termination would only trigger payments
if made by us for a reason other than for “cause” or a failure of a successor company to assume the agreement or a breach of
the agreement by us or a successor company.
A change-in-control is defined to mean a change-in-control event under Section 409A of the Internal Revenue Code.
The payments to a NEO under these change-in-control employment agreements would be made in 24 equal installment
payments for the base salary and bonus multiples and in a lump sum within 75 days following termination for the bonus
amount due pro-rata share.
Other Termination Provisions
Our incentive plans also provide for payments to NEOs in the event of termination under certain circumstances not related to
change-in-control, such as death, disability, retirement, and job elimination. Refer to the chart and footnotes included above for
a full description of such benefits.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The Company did not have a formal approval policy for related party transactions during fiscal 2014.
Promissory Notes Relating to Exercise of Advanced Disposal Stock Options
On December 31, 2008, Advanced Disposal issued to Charles Appleby, Walter Hall, Steven Carn, Mary O’Brien, Steven Del
Corso and Christian Mills, executive officers of Advanced Disposal, promissory notes in an aggregate principal amount of
$28.0 in connection with the exercise of stock options by such officers. Each of the borrowers pledged the shares purchased
with the proceeds of the full recourse notes as collateral for the notes. The promissory notes accrued interest semi-annually at a
rate of 2.83% through November 19, 2012 and .89% from November 20, 2012 and thereafter, which is payable on the due date
of the notes.
Refer to the employment agreements listed on p. 97 and 99 of Mr. Appleby, Mr. Hall and Mr. Burke for repayment provisions.
All other loans mature at the earlier of six years from the date of re-issuance on November 20, 2012, upon termination of
employment or upon sale of stock.
The loan amounts consisting of unpaid principal and interest as of December 31, 2014 are as follows: Mr. Appleby for $10.7;
Mr. Hall for $5.7; Mr. Carn for $5.4, Mr. DelCorso for $2.1, Ms. Mills for $0.7 and Ms. O’Brien for $4.3 . The loans were
distributed by Advanced Disposal Services, Inc. to Advanced Disposal Waste Holdings Corp., the parent company of the Issuer,
in November 2012. The loans are not obligations of the Company or any of its subsidiaries. Mr. Burke’s loan was issued in
2012 in connection with his purchase of stock of Advanced Disposal Waste Holdings Corp. in the amount of $0.3 and forgiven
in fiscal 2014 in connection with his appointment as CEO.
Employment Relationships
Certain related party employment relationships exist within the Company. Two of Mr. Appleby’s immediate family members
are employed by the Company and total compensation, excluding stock options granted for fiscal 2014 $124,505 and $117,698,
respectively. They were awarded options during 2014 with a fair market value of $6,682 and $6,961. One of Mr. Hall’s
immediate family members is employed by the Company as a district operating officer and total compensation, excluding stock
options granted for fiscal 2014 was $261,474 respectively. He was awarded options during 2014 with a fair market value of
$17,439. Refer to CD&A above for a description of stock repurchase plans with certain named NEO’s.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
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Fees for audit services totaled approximately $1.0 and $1.2 for the fiscal years ended December 31, 2014 and 2013,
respectively, including fees associated with the annual audits, reviews of our quarterly reports on Form 10-Q and assistance
with the review of documents filed with the SEC.
Audit-Related Fees
None.
Tax Fees
Fees for tax services totaled approximately $0.5 and $0.0 for the fiscal years ended December 31, 2014 and 2013, respectively,
for tax planning advice primarily related to legal entity restructuring.
All Other Fees
None.
Audit Committee Pre-Approval Policies
The duties and responsibilities of our Audit Committee include the pre-approval of all audit, audit related, tax, and other
services permitted by law or applicable SEC regulations (including fee and cost ranges) to be performed by our independent
registered public accounting firm. Any pre-approved services that will involve fees or costs exceeding pre-approved levels will
also require specific pre-approval by the Audit Committee. Unless otherwise specified by the Audit Committee in pre-
approving a service, the pre-approval will be effective for the 12-month period following pre-approval. The Audit Committee
will not approve any non-audit services prohibited by applicable SEC regulations or any services in connection with a
transaction initially recommended by the independent registered public accounting firm, the purpose of which may be tax
avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.
Our Audit Committee requires that our independent registered public accounting firm, in conjunction with our Principal
Financial Officer, be responsible for seeking pre-approval for providing services to us and that any request for pre-approval
must inform the Audit Committee about each service to be provided and must provide detail as to the particular service to be
provided.
All of the services provided by Ernst & Young LLP described above were pre-approved by our Audit Committee.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Financial Statement Schedules
(1) Consolidated Financial Statements.
Consolidated Financial Statements are listed in the Index to Consolidated Financial Statements on page 46 of this
report.
(2) Consolidated Financial Statement Schedules.
No financial statement schedules are included because they are not applicable, are not required, or because
required information is included in the financial statements or the notes thereto.
(b) See Exhibit Index immediately following signature pages.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ADS WASTE HOLDINGS, INC.
By:
/s/ Richard Burke
Richard Burke
Chief Executive Officer and Director
Date: March 10, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the date indicated.
Each person signing below also hereby appoints Steven R. Carn, Matthew Gunnelson, Jennifer Lada, Michael Slattery,
and Richard Burke, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all
amendments to this report together with exhibits thereto and generally to do all such things as such attorney-in-fact may deem
appropriate to enable ADS Waste Holdings, Inc. to comply with the provisions of the Securities Exchange Act of 1934 and all
requirements of the Securities and Exchange Commission.
Signature
Title
Date
/s/ Richard Burke
Richard Burke
/s/ Steven R. Carn
Steven R. Carn
Chief Executive Officer and Director
(Principal Executive Officer)
March 10, 2015
Chief Financial Officer, Treasurer and Director
March 10, 2015
(Principal Financial Officer)
/s/ Matthew Gunnelson
Matthew Gunnelson
Chief Accounting Officer, Assistant Treasurer
(Principal Accounting Officer)
March 10, 2015
/s/ Christopher Beall
Christopher Beall
/s/ John Miller
John Miller
/s/ Bret Budenbender
Bret Budenbender
/s/ Jared Parker
Jared Parker
Director
Director
Director
Director
108
March 10, 2015
March 10, 2015
March 10, 2015
March 10, 2015
Table of Contents
Signature
Title
Date
/s/ Wilson Quintella Filho
Director
Wilson Quintella Filho
/s/ Matthew Rinklin
Matthew Rinklin
Director
March 10, 2015
March 10, 2015
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Table of Contents
Exhibit
Number
Description of Exhibits
3.1
3.2
4.1
4.2
4.3
4.4
10.1
Certificate of Incorporation of ADS Waste Holdings, Inc.
(Incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Bylaws of ADS Waste Holdings, Inc.
(Incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Indenture, dated as of October 9, 2012, between ADS Waste Escrow Corp. and Wells Fargo Bank, National
Association, as trustee
(Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Supplemental Indenture, dated as of November 20, 2012 between ADS Waste Holdings, Inc., and Wells Fargo
Bank, National Association, as trustee
(Incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Supplemental Indenture, dated as of November 20, 2012 among certain subsidiaries of ADS Waste Holdings,
Inc., as guarantors, and Wells Fargo Bank, National Association, as trustee
(Incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Registration Rights Agreement, dated as of October 9, 2012, between ADS Waste Escrow Corp. and
Deutsche Bank Securities, Inc., as representative of the initial purchasers
(Incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Senior Secured Credit Agreement, dated as of October 9, 2012, among ADS Waste Escrow Corp. II, as
escrow borrower, ADS Waste Holdings, Inc., as borrower upon the acquisition date, Advanced Disposal
Waste Holdings Corp., as intermediate holdings upon the acquisition date, the lenders party thereto, Deutsche
Bank Trust Company, Americans, as administrative agent and collateral agent, Deutsche Bank Securities Inc.,
Macquarie Capital (USA) Inc., UBS Securities LLC, Barclays Bank PLC and Credit Suisse Securities (USA)
LLC, as joint bookrunners and joint lead arrangers, Macquarie Capital (USA) Inc. and UBS Securities LLC,
as co- syndication agents, and Barclays Bank PLC and Credit Suisse Securities (USA) LLC, as co-
documentation agents
(Incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013, as amended and/or supplemented by (i)
Exhibit 10.1 of the Company’s Amendment No. 1 to the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 16, 2013, (ii) Exhibit 10.1(a) of the Company’s
Amendment No. 5 to the Registration Statement on Form S-4 filed with the Securities and Exchange
Commission on November 1, 2013 and (iii) Exhibit 10.1(a) of the Company’s Amendment No. 6 to the
Registration Statement on Form S-4 filed with the Securities and Exchange Commission on November 6,
2013)
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Exhibit
Number
10.2
10.3
10.4
Description of Exhibits
Amendment No. 1, dated as of February 8, 2013, to the credit agreement, dated as of October 9, 2012, among
ADS Waste Holdings, Inc., Advanced Disposal Waste Holdings Corp., the several banks and other financial
institutions or entities from time to time parties to the Credit Agreement and Deutsche Bank Trust Company
Americas, as administrative agent and collateral agent, issuing bank and swing line lender
(Incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Amendment No. 2, dated as of February 14, 2014, to the credit agreement, dated as of October 9, 2012,
among ADS Waste Holdings, Inc., Advanced Disposal Waste Holdings Corp., the several banks and other
financial institutions or entities from time to time parties to the Credit Agreement and Deutsche Bank Trust
Company Americas, as administrative agent and collateral agent, issuing bank and swing line lender
Share Purchase Agreement, dated as of July 18, 2012, by and among Veolia Environmental Services North
America Corp., VES Solid Waste Holdings, LLC, and Star Atlantic Waste Holdings II, L.P.
(Incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013, as amended and /or supplemented by (i)
Exhibit 10.3 of the Company’s Amendment No. 2 to the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 17, 2013, (ii) Exhibit 10.3 of the Company’s Amendment
No. 3 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on
October 17, 2013, (iii) Exhibit 10.3 of the Company’s Amendment No. 4 to the Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on October 17, 2013 and (iv) Exhibit 10.3 of
the Company’s Amendment No. 6 to the Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on November 6, 2013)
10.5
Amendment, dated as of November 20, 2012, to the Share Purchase Agreement, dated as of July 18, 2012, by
and among Veolia Environmental Services North America Corp., VES Solid Waste Holdings, LLC, and Star
Atlantic Waste Holdings II, L.P.
(Incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
10.6
Form of Indemnity Agreement for Directors and Executive Officers of ADS Waste Holdings, Inc.
(Incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
10.7
Executive Employment Agreement for Charles Appleby, dated November 20, 2012
(Incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
10.7a
Letter Agreement with Charles Appleby, dated June 20, 2014 (incorporated by reference to Exhibit 10.1 of
the company's Form 8-K filed with the Securities and Exchange Commission on June 26, 2014)
10.8
Executive Employment Agreement for Richard Burke, dated November 20, 2012
(Incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
10.8a
Amendment No. 1 to Executive Employment Agreement with Richard burke, dated July 18, 2014
(Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the Securities and
Exchange Commission on July 24, 2014)
10.9
Executive Employment Agreement for Walter Hall Jr., dated November 20, 2012
(Incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
10.10
Separation and Release Agreement for Walter Hall Jr., dated January 17, 2014
(Incorporated from Exhibit 10.10 of the 2013 10-K filed March 21, 2014)
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Table of Contents
Exhibit
Number
10.11
Executive Employment Agreement for Steven Carn, dated November 20, 2012
(Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Description of Exhibits
10.12
Executive Employment Agreement for John Spegal, dated May 1, 2014 * filed herewith
(Incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
Reserved
2012 ADS Waste Holdings Corp. Stock Incentive Plan
(Incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Amended and Restated Share Price Protection Agreement, between the Company and Charles Appleby, dated
December 20, 2012
(Incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Form of Senior Management Stock Option Award Agreement (for Substituted Option) under the Advanced
Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Form of Management Stock Option Award Agreement, Annual Award (for Substituted Option) under the
Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Form of Management Stock Option Award Agreement, Strategic Performance Award (Post-2009) (for
Substituted Option) under the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Form of Management Stock Option Award Agreement/Strategic Performance Award (Pre-2010) (for
Substituted Option) under the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
Form of Senior Management Stock Option Award Agreement under the Advanced Disposal Waste Holdings
Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on September 11, 2013)
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Table of Contents
Exhibit
Number
10.21
Description of Exhibits
Form of Management Stock Option Award Agreement, Strategic Performance Award under the Advanced
Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on September 11, 2013)
10.22
Form of Management Stock Option Award Agreement, Annual Award under the Advanced Disposal Waste
Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on September 11, 2013)
14.1
21.1
24.1
31.1
31.2
32.1
32.2
Code of Business Conduct
Subsidiaries of ADS Waste Holdings, Inc.
Power of Attorney (included on signature page)
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
XBRL Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
113