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Quotes & Info
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| RSG > SEC Filings for RSG > Form 10-Q on 11-May-2009 | All Recent SEC Filings |
11-May-2009
Quarterly Report
Charlotte, NC; Cleveland, OH; Philadelphia, PA; Greenville-Spartanburg, SC; and
Fort Worth, Houston and Lubbock, TX. The settlement requires us to divest 87
commercial waste collection routes, nine landfills and ten transfer stations,
together with ancillary assets and, in three cases, access to landfill disposal
capacity. We have classified the assets and liabilities we expect to divest
(including accounts receivable, property and equipment, goodwill, and accrued
landfill and environmental costs) as assets held for sale in our consolidated
balance sheets as of March 31, 2009 and December 31, 2008. The assets held for
sale related to operations that were Republic's prior to the merger with Allied
have been adjusted to the lower of their carrying amounts or estimated fair
values less costs to sell, which resulted in us recognizing asset impairment
losses of $1.8 million and $6.1 million in our consolidated statements of income
for the three months ended March 31, 2009 and the year ended December 31, 2008,
respectively. The assets held for sale related to operations that were Allied's
prior to the merger are recorded at their estimated fair values in our
consolidated balance sheets as of March 31, 2009 and December 31, 2008 in
accordance with the purchase method of accounting. Changes in the estimated fair
values of the assets held for sale from December 31, 2008 to March 31, 2009 are
due to changes in estimates of the sales proceeds and the realignment of our
operating segments, which impacts the allocation of goodwill to certain assets
to be divested.
During the three months ended March 31, 2009, we entered into agreements to
divest certain assets to Waste Connections, Inc., Advanced Disposal Services,
Inc., IESI Corporation and Covanta Energy Corporation. The assets covered by the
agreements include eight municipal solid waste landfills, nine collection
operations and eight transfer stations across the following twelve markets: Los
Angeles, CA; San Francisco, CA; Denver, CO; Atlanta, GA; Houston, TX; Lubbock,
TX; Greenville-Spartanburg, SC; Charlotte, NC; Flint, MI; Ft. Worth, TX; Cape
Girardeau, MO; and Philadelphia, PA. In April and May 2009, closings were
completed for the assets in the Los Angeles, CA; Denver, CO; Atlanta, GA;
Houston, TX; Greenville-Spartanburg, SC; San Francisco, CA; Flint, MI; Ft.
Worth, TX; Cape Girardeau, MO; and Philadelphia, PA. markets, from which we
received proceeds of $364.8 million. These proceeds were used to repay amounts
borrowed under our Credit Facilities. The remaining transactions under agreement
are subject to closing conditions regarding due diligence, regulatory approval
and other customary matters. Closing is expected to occur in the second quarter
of 2009.
During March 31, 2009, we incurred $31.3 million of restructuring charges
associated with integrating our operations with Allied. These charges primarily
consist of severance and other employee termination and relocation benefits and
consulting fees paid to outside parties.
Other Business Acquisitions and Divestitures
There were no significant acquisitions or divestitures completed during the
three months ended March 31, 2009. During the first quarter of 2008, we acquired
various waste businesses, including a transfer station in California for an
aggregate purchase price of $11.7 million. There were no significant
divestitures during the three months ended March 31, 2009 and 2008,
respectively.
See Note 2, Business Acquisitions and Divestitures, Assets Held for Sale and
Restructuring Charges,of the notes to our unaudited consolidated financial
statements for further discussion of business acquisitions and divestitures.
Revenue
We generate revenue primarily from our solid waste collection, transfer and
disposal operations.
The following table reflects our revenue by service line (in millions of dollars
and as a percentage of our revenue):
Three Months Ended March 31,
2009 2008
Collection
Residential $ 546.1 26.5 % $ 204.9 26.3 %
Commercial 658.6 32.0 248.5 31.9
Industrial 382.9 18.6 152.9 19.6
Other 7.2 .3 4.9 .6
Total Collection 1,594.8 77.4 611.2 78.4
Transfer and disposal 775.8 274.9
Less: Intercompany (389.3 ) (144.5 )
Transfer and Disposal, Net 386.5 18.8 130.4 16.8
Other (1) 79.2 3.8 37.6 4.8
Revenue $ 2,060.5 100.0 % $ 779.2 100.0 %
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(1) Other revenue consists primarily of revenue from sales of recycled materials and revenue from our national accounts acquired from Allied where the work has been subcontracted. National accounts revenue included in other revenue represents the portion of revenue generated from nationwide contracts in markets outside our operating areas, and, as such, the associated waste handling services are subcontracted to local operators. Consequently, substantially all of this revenue is offset related subcontract costs.
The increase in revenue during the three months ended March 31, 2009 compared to
the comparable 2008 period is due to our merger with Allied. Our revenue from
collection operations consists of fees we receive from commercial, industrial,
municipal and residential customers. Our residential and commercial collection
operations in some markets are based on long-term contracts with municipalities.
We generally provide commercial and industrial collection services to individual
customers under contracts with terms up to three years. Our revenue from
landfill operations is from disposal or tipping fees charged to third parties.
In general, we integrate our recycling operations with our collection operations
and obtain revenue from the sale of recyclable materials. No one customer has
individually accounted for more than 10% of our consolidated revenue or of our
reportable segment revenue in any of the periods presented.
The cost of our collection operations is primarily variable and includes
disposal, labor, self-insurance, fuel and equipment maintenance costs. It also
includes capital costs for equipment and facilities. We seek operating
efficiencies by controlling the movement of waste from the point of collection
through disposal. During the three months ended March 31, 2009 and 2008,
approximately 68% and 59%, respectively, of the total volume of waste we
collected was disposed of at landfills that we own or operate.
Our landfill costs include daily operating expenses, costs of capital for cell
development, costs for final capping, closure and post-closure, and the legal
and administrative costs of ongoing environmental compliance. Daily operating
expenses include leachate treatment and disposal, methane gas and groundwater
monitoring and system maintenance, interim cap maintenance, and costs associated
with the application of daily cover materials. We expense all indirect landfill
development costs as they are incurred. We use life cycle accounting and the
units-of-consumption method to recognize certain direct landfill costs related
to cell development. In life cycle accounting, certain direct costs are
capitalized, and charged to expense based on the consumption of cubic yards of
available airspace. These costs include all costs to acquire and construct a
site including excavation, natural and synthetic liners, construction of
leachate collection systems, installation of methane gas collection and
monitoring systems, installation of groundwater monitoring wells, and other
costs associated with the acquisition and development of the site. Obligations
associated with final capping, closure and post-closure are capitalized, and
amortized on a units-of-consumption basis as airspace is consumed.
If there is a significant change in the facts and circumstances related to a
landfill during the year, we will review our calculations for the landfill as
soon as practical after the significant change has occurred. We conduct our
annual reviews of our landfill asset retirement obligations during the fourth
quarter of each year.
Summarized financial information concerning our reportable segments for the respective three months ended March 31, 2009 and 2008 is shown in the following table (in millions of dollars and as a percentage of our revenue):
Depreciation,
Amortization, Operating
Net Depletion and Income Operating
Revenue Accretion (Loss) Margin
2009:
Eastern $ 526.5 $ 54.5 $ 116.7 22.2 %
Midwest 428.2 56.3 76.6 17.9
Southern 532.6 63.1 128.4 24.1
Western 549.8 58.1 126.1 22.9
Corporate entities(1) 23.4 13.1 (94.8 ) -
Total $ 2,060.5 $ 245.1 $ 353.0 17.1
2008 (2):
Eastern $ 212.8 $ 18.9 $ 48.0 22.6 %
Midwest 156.5 20.2 26.0 16.6
Southern 207.0 19.2 39.7 19.2
Western 202.8 17.5 48.2 23.8
Corporate entities(1) 0.1 2.0 (19.7 ) -
Total $ 779.2 $ 77.8 $ 142.2 18.2
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(1) Corporate functions include legal, tax, treasury, information technology, risk management, human resources, national accounts and other typical administrative functions.
(2) Amounts by region for 2008 have been reclassified to conform to the current year's presentation. The changes are due to the realignment of our regions in 2009.
The following table summarizes our net revenue for our reportable segments for the three months ended March 31, 2008 assuming the merger with Allied had occurred on January 1, 2008:
Three Months ended March 31, 2008
(in millions)
Republic and
Allied
Allied Only Republic Only Combined (1)
Eastern Region $ 386.1 $ 212.8 $ 598.9
Midwest Region 312.9 156.5 469.4
Southern Region 357.6 207.0 564.6
Western Region 395.9 202.8 598.7
Corporate Region 31.7 .1 31.8
Total $ 1,484.2 $ 779.2 $ 2,263.4
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(1) For the three months ended March 31, 2008, we did not eliminate the intercompany revenue of $8.0 million between Republic and Allied; therefore, the year-over-year revenue decline of 9.0% includes both the negative 8.6% of internal growth and the impact of not eliminating the intercompany revenue for 2008 of .4%.
We believe that the presentation of revenue above provides useful information to
investors because it allows investors to understand increases or decreases in
our revenue that are driven by changes in the operations of Republic or Allied,
and not merely by the addition of Allied's revenues for periods after the
merger. This information has been prepared for illustrative purposes and is not
intended to be indicative of the results of operations that would have actually
occurred had the acquisition been consummated at the beginning of the periods
presented or the future results of the combined operations.
Our operations are managed and reviewed through four geographic regions that we
designate as our reportable segments. We completed the reorganization of our
operating segments related to our acquisition of Allied in the first quarter of
2009, and are providing internal and external reporting in accordance with our
reorganized structure. Significant changes in the revenue and operating margins
of our reportable segments for the three month period ended March 31, 2009
compared to the three month period ended March 31, 2008 are discussed below. The
increase in
aggregate dollars for net revenue, depreciation, amortization, depletion and
accretion, and operating income (loss) for each of our reportable segments is
due to our merger with Allied. The following description of changes in revenue
for each of our reportable segments assumes that our merger with Allied was
effective January 1, 2008. The decreases in volumes and commodities noted below
are attributable to the economic slowdown.
§ Eastern Region. Revenue in our Eastern Region benefited from price growth in
all lines of business. This increase in revenue was more than offset by volume
declines in all lines of business, especially landfill and industrial
collection. Revenue was also lower because of a decline in commodity prices
and volumes.
Operating margin decreased during 2009 compared to 2008 primarily due to higher depreciation, amortization depletion and accretion expense related to assets recorded in the purchase price allocation associated with the acquisition of Allied. This decrease in margin is also due to higher landfill operation expense, risk insurance costs and facilities expense. This decrease in operating margin was partially offset by lower fuel costs and lower selling, general and administrative expenses.
§ Midwest Region. Our Midwest Region experienced revenue growth during 2009 because of price increases in all lines of business. This revenue growth was more than offset by volume declines in all lines of business, especially landfill and industrial collection. Lower commodity prices and volumes also contributed to the decline in revenue.
The increase in operating margin for our Midwest Region is primarily due to lower fuel, disposal, transportation, and selling, general and administrative expenses. This increase in operating margin was partially offset by higher risk insurance, facilities expense, and depreciation, amortization, depletion and accretion expense. The increase in depreciation, amortization, depletion and accretion expense is related to assets recorded in the purchase price allocation associated with the acquisition of Allied.
§ Southern Region. Our Southern Region experienced revenue growth during 2009 because of price increases in all lines of business. This revenue growth was more than offset by lower industrial collection volumes and decreases in commodity prices and volumes.
Operating margin increased during 2009 compared to 2008 primarily due to lower labor, fuel, disposal and transportation costs. This increase in margin was partially offset by higher landfill operating and facilities expense. It was also offset by higher depreciation, amortization, depletion and accretion expense related to assets recorded in the purchase price allocation associated with the acquisition of Allied.
§ Western Region. Our Western Region experienced price increases from all lines of business during 2009. This increase in revenue was more than offset by volume declines in all lines of business, with the exception of residential collection. A decrease in commodity prices and volumes also contributed to the decline in revenue.
The decrease in operating margin for our Western Region primarily relates to higher franchise fees and depreciation, amortization, depletion and accretion expense. The increase in depreciation, amortization, depletion and accretion expense is related to assets recorded in the purchase price allocation associated with the acquisition of Allied. This decrease in operating margin was partially offset by lower fuel, labor, disposal, and selling, general and administrative expense.
§ Corporate Entities. The increase in net revenue for the Corporate Entities relates to Allied's national accounts program. The increase in depreciation, amortization, depletion and accretion expense, and the increase in the operating loss at the Corporate Entities is attributable to the acquisition of Allied.
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