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RSG > SEC Filings for RSG > Form 10-Q on 11-May-2009All Recent SEC Filings

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Form 10-Q for REPUBLIC SERVICES, INC.


11-May-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included under Item 1. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in our Annual Report on Form 10-K for the year ended December 31, 2008. Overview of Our Business
We are the second largest provider of services in the domestic non-hazardous solid waste industry. We provide non-hazardous solid waste collection services for commercial, industrial, municipal and residential customers through 386 collection companies in 40 states and Puerto Rico. We also own or operate 245 transfer stations, 211 active solid waste landfills and 79 recycling facilities. We completed our merger with Allied in December 2008. We believe that this merger creates a strong operating platform that will allow us to continue to provide quality service to our customers and superior returns to our stockholders.
Despite the challenging economic environment, our business performed well during the first quarter of 2009 due in large part to the indispensable nature of our services and the scalability of our business. Revenue during the three months ended March 31, 2009 increased by 164% to $2,060.5 million compared to $779.2 million during the comparable period in 2008. This increase in revenue is attributable to our merger with Allied. Assuming the merger with Allied had occurred on January 1, 2008, internal growth for three months ended March 31, 2009 would have been a decrease of 8.6% consisting of a 3.5% increase in core price offset by decreases of 8.0% in core volume, 2.9% in commodity prices and 1.2% in fuel charges. See " - Revenue" for a presentation of revenue for the three months ended March 31, 2008 assuming the merger had occurred on January 1, 2008. The increase in core price partially offset volume declines. This increase in price, together with cost control steps taken by our operations management to scale the business down for lower volumes, also served to moderate profit margin declines associated with rising costs and declining revenue resulting from decreases in service volumes.
We expect that the economic challenges we experienced during the latter part of 2008 and the first quarter of 2009 will continue through the remainder of 2009. We anticipate continued decreases in volumes in all lines of our business. We also anticipate that prices for recycling commodities will remain low. However, we believe that we will benefit from our cost control and pricing initiatives. Ours is a capital intensive business. Slower growth allows us to reduce capital spending, thus maintaining strong free cash flow despite a weaker economy. In addition, we intend to focus our attention on integrating our newly merged company and achieving cost synergies as a result of the merger. Business Acquisitions and Divestitures
We make decisions to acquire, invest in or divest of businesses based on financial and strategic considerations. Businesses acquired are accounted for under the purchase method of accounting and are included in our consolidated financial statements from the date of acquisition. Merger with Allied Waste Industries, Inc. We completed the merger with Allied on December 5, 2008 and have accounted for the merger as an acquisition of Allied by Republic, using the purchase method of accounting in accordance with GAAP. Our consolidated financial statements include the operating results of Allied from the date of the acquisition, and have not been retroactively restated to include Allied's historical financial position or results of operations. In accordance with the purchase method of accounting, the purchase price paid has been allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the excess of the purchase price over the net assets acquired being recorded as goodwill. Republic is in the process of valuing all of the assets and liabilities acquired in the acquisition, and, until we have completed our valuation process, there may be adjustments to our estimates of fair values and the resulting preliminary purchase price allocation. As a condition of the merger with Allied in December 2008, we reached a settlement with the U.S. Department of Justice (DOJ) requiring us to divest of certain operations serving fifteen metropolitan areas including Los Angeles, CA; San Francisco, CA; Denver, CO; Atlanta, GA; Northwestern Indiana; Lexington, KY; Flint, MI; Cape Girardeau, MO;


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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.


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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 %

(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.


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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

(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

(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


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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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