Delaware | 1-12154 | 73-1309529 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1001 Fannin, Suite 4000 Houston, Texas | 77002 | |
(Address of Principal Executive Offices) | (Zip Code) |
Exhibit 99.1:
|
Press Release dated July 28, 2011 regarding Second Quarter 2011 Earnings | |
Exhibit 99.2:
|
Press Release dated July 28, 2011 regarding Acquisition of Oakleaf Global Holdings |
2
WASTE MANAGEMENT, INC. |
||||
Date: July 28, 2011 | By: | /s/ Rick L Wittenbraker | ||
Rick L Wittenbraker | ||||
Senior Vice President |
3
Exhibit | ||
Number | Description | |
99.1
|
Press Release dated July 28, 2011 regarding Second Quarter 2011 Earnings | |
99.2
|
Press Release dated July 28, 2011 regarding Acquisition of Oakleaf Global Holdings |
4
| Revenue increased by 6.0%, or $189 million. | ||
| Internal revenue growth from yield for collection and disposal operations was 1.6%. | ||
| Internal revenue growth from volume was negative 1.7%. | ||
| Operating expenses increased by 7.2%, or $144 million. This increase resulted mainly from $95 million of increased cost of goods sold from recycling commodity rebates and a $39 million increase in fuel costs. During the second quarter 2011 our fuel surcharge program worked as expected to offset increased fuel costs. Maintenance and repair costs increased $17 million primarily related to higher pricing for parts, tires, and oil-based lubricants. Risk management costs increased $17 million, primarily due to a few large incidents. | ||
| Selling, general and administrative expenses increased by $37 million compared with the second quarter of 2010, due principally to increased expenses for growth initiatives and cost reduction programs and information technology upgrades. As a percentage of revenue, SG&A expenses increased to 11.4% from 10.9% in the prior year period. | ||
| Average recycling commodity prices increased approximately 25% in the second quarter of 2011 compared with the prior year period. This favorable year-over-year impact contributed $0.03 to earnings per diluted share in the second quarter of 2011, compared with the prior year period. | ||
| Net cash provided by operating activities was $478 million. Capital expenditures were $280 million. Free cash flow was $206 million. (b) | ||
| The Company returned $266 million to shareholders, consisting of $161 million in dividends and $105 million in common stock repurchases. | ||
| The effective tax rate was approximately 34.5%. |
(a) | For purposes of this press release, all references to Net income refer to the financial statement line item Net income attributable to Waste Management, Inc. | |
(b) | This earnings release contains a discussion of non-GAAP measures, as defined in Regulation G of the Securities Exchange Act of 1934, as amended. The Company reports its financial results in compliance with GAAP, but believes that also discussing non-GAAP measures provides investors with (i) additional, meaningful comparisons of current results to prior periods results by excluding items that the Company does not believe reflect its fundamental business performance and are not representative or indicative of our results of operations and (ii) financial measures the Company uses in the management of its business. |
The Companys projected full year 2011 earnings of $2.14 to $2.18 per diluted share are not GAAP net earnings per diluted share |
and are anticipated to be adjusted to exclude the effects of events or circumstances in 2011 that are not representative or indicative of our results of operations. Projected GAAP earnings per diluted share for the full year would require inclusion of the projected impact of future excluded items, including items that are not currently determinable, but may be significant, such as asset impairments and one-time items, charges, gains or losses from divestitures, resolution of income tax items or other items. Due to the uncertainty of the likelihood, amount and timing of any such items, we do not have information available to provide a quantitative reconciliation of adjusted projected full year earnings per diluted share to a GAAP earnings per diluted share projection. Additionally, projected full year 2011 earnings per diluted share do not include any costs or benefits related to the Companys acquisition of Oakleaf announced today. | ||
The Company also discusses free cash flow and provides a projection of free cash flow, which is a non-GAAP measure, because it believes that it is indicative of our ability to pay our quarterly dividends, repurchase common stock, fund acquisitions and other investments and, in the absence of refinancings, to repay our debt obligations. Free cash flow is not intended to replace Net cash provided by operating activities, which is the most comparable U.S. GAAP measure. However, we believe free cash flow gives investors useful insight into how we view our liquidity. Nonetheless, the use of free cash flow as a liquidity measure has material limitations because it excludes certain expenditures that are required or that we have committed to, such as declared dividend payments and debt service requirements. The Company defines free cash flow as: |
| Net cash provided by operating activities | ||
| Less, capital expenditures | ||
| Plus, proceeds from divestitures of businesses (net of cash divested), and other sales of assets. |
The Companys definition of free cash flow may not be comparable to similarly titled measures presented by other companies, and therefore is not subject to comparison. |
The following reconciliation presents a scenario that illustrates our projected free cash flow for 2011. The amounts used in the reconciliation are subject to many variables, some of which are not under our control and, therefore, are not necessarily indicative of actual results. |
Net cash provided by operating activities |
$ | 2,600 | ||
Capital expenditures |
(1,400 | ) | ||
Proceeds from divestitures of businesses (net of cash divested)
and other sales of assets |
50 | |||
$ | 1,250 | |||
The quantitative reconciliation of free cash flow for the quarter to the most comparable GAAP measure is included in the accompanying schedules. Non-GAAP measures should not be considered a substitute for financial measures presented in accordance with GAAP, and investors are urged to take into account GAAP measures as well as non-GAAP measures in evaluating the Company. |
| volatility and deterioration in the credit markets, inflation and other general and local economic conditions may negatively affect the volumes of waste generated; | ||
| competition may negatively affect our profitability or cash flows, our pricing strategy may have negative effects on volumes, and inability to execute our pricing strategy in order to retain and attract customers may negatively affect our average yield on collection and disposal business; | ||
| increasing use by customers of alternatives to traditional disposal, government mandates requiring recycling and prohibiting disposal of certain types of waste, and overall reduction of waste generated could continue to have a negative effect on volumes of waste going to landfills and waste-to-energy facilities; | ||
| we may fail in implementing our optimization initiatives and business strategy, which could adversely impact our financial performance and growth; | ||
| weather conditions and one-time special projects cause our results to fluctuate, and harsh weather or natural disasters may cause us to temporarily suspend operations; | ||
| possible changes in our estimates of costs for site remediation requirements, final capping, closure and post-closure obligations, compliance and regulatory developments may increase our expenses; | ||
| regulations may negatively impact our business by, among other things, restricting our operations, increasing costs of operations or requiring additional capital expenditures; | ||
| climate change legislation, including possible limits on carbon emissions, may negatively impact our results of operations by increasing expenses related to tracking, measuring and reporting our greenhouse gas emissions and increasing operating costs and capital expenditures that may be required to comply with such legislation; | ||
| if we are unable to obtain and maintain permits needed to open, operate, and/or expand our facilities, our results of operations will be negatively impacted; | ||
| limitations or bans on disposal or transportation of out-of-state, cross-border, or certain categories of waste, as well as mandates on the disposal of waste, can increase our expenses and reduce our revenue; | ||
| adverse publicity (whether or not justified) relating to activities by our operations, employees or agents could tarnish our reputation and reduce the value of our brand; | ||
| fuel price increases or fuel supply shortages may increase our expenses or restrict our ability to operate; | ||
| some of our customers, including governmental entities, have suffered financial difficulties that could affect our business and operating results, due to their credit risk and the impact of the municipal debt market on remarketing of our tax-exempt bonds; | ||
| increased costs or the inability to obtain financial assurance or the inadequacy of our insurance coverage could negatively impact our liquidity and increase our liabilities; | ||
| possible charges as a result of shut-down operations, uncompleted development or expansion projects or other events may negatively affect earnings; | ||
| fluctuations in commodity prices may have negative effects on our operating results; | ||
| efforts by labor unions to organize our employees may increase operating expenses and we may be unable to negotiate acceptable collective bargaining agreements with those who have chosen to be represented by unions, which could lead to labor disruptions, including strikes and lock-outs, which could adversely affect our results of operations and cash flows; | ||
| we could face significant liability for withdrawal from multiemployer pension plans; | ||
| negative outcomes of litigation or threatened litigation or governmental proceedings may increase our costs, limit our ability to conduct or expand our operations, or limit our ability to execute our business plans and strategies; |
| problems with the operation of our current information technology or the development and deployment of new information systems could decrease our efficiencies and increase our costs; | ||
| our existing and proposed service offerings to customers may require that we develop or license, and protect, new | ||
technologies; and our inability to obtain or protect new technologies could impact our services to customers and development of new revenue sources; | |||
| the adoption of new accounting standards or interpretations may cause fluctuations in reported quarterly results of operations or adversely impact our reported results of operations; | ||
| we may reduce or suspend capital expenditures, acquisition activity, dividend declarations or share repurchases if we suffer a significant reduction in cash flows; and | ||
| we may be unable to incur future indebtedness on terms we deem acceptable or to refinance our debt obligations, including near-term maturities, on acceptable terms and higher interest rates and market conditions may increase our expenses. |
Quarters Ended June 30, | ||||||||
2011 | 2010 | |||||||
Operating revenues |
$ | 3,347 | $ | 3,158 | ||||
Costs and expenses: |
||||||||
Operating |
2,140 | 1,996 | ||||||
Selling, general and administrative |
382 | 345 | ||||||
Depreciation and amortization |
319 | 309 | ||||||
Restructuring |
| (1 | ) | |||||
(Income) expense from divestitures, asset impairments and
unusual items |
| (77 | ) | |||||
2,841 | 2,572 | |||||||
Income from operations |
506 | 586 | ||||||
Other income (expense): |
||||||||
Interest expense |
(119 | ) | (116 | ) | ||||
Interest income |
2 | 2 | ||||||
Equity in net losses of unconsolidated entities |
(9 | ) | (8 | ) | ||||
Other, net |
1 | | ||||||
(125 | ) | (122 | ) | |||||
Income before income taxes |
381 | 464 | ||||||
Provision for income taxes |
131 | 206 | ||||||
Consolidated net income |
250 | 258 | ||||||
Less : Net income attributable to noncontrolling interests |
13 | 12 | ||||||
Net income attributable to Waste Management, Inc. |
$ | 237 | $ | 246 | ||||
Basic earnings per common share |
$ | 0.50 | $ | 0.51 | ||||
Diluted earnings per common share |
$ | 0.50 | $ | 0.51 | ||||
Basic common shares outstanding |
474.2 | 482.1 | ||||||
Diluted common shares outstanding |
476.0 | 485.8 | ||||||
Cash dividends declared per common share |
$ | 0.34 | $ | 0.315 | ||||
(1)
Quarters Ended June 30, | ||||||||
2011 | 2010 | |||||||
EPS Calculation: |
||||||||
Net income attributable to Waste Management, Inc. |
$ | 237 | $ | 246 | ||||
Number of common shares outstanding at end of period |
472.3 | 478.9 | ||||||
Effect of using weighted average common shares
outstanding |
1.9 | 3.2 | ||||||
Weighted average basic common shares outstanding |
474.2 | 482.1 | ||||||
Dilutive effect of equity-based compensation awards and |
||||||||
other contingently issuable shares |
1.8 | 3.7 | ||||||
Weighted average diluted common shares outstanding |
476.0 | 485.8 | ||||||
Basic earnings per common share |
$ | 0.50 | $ | 0.51 | ||||
Diluted earnings per common share |
$ | 0.50 | $ | 0.51 | ||||
(2)
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Operating revenues |
$ | 6,450 | $ | 6,093 | ||||
Costs and expenses: |
||||||||
Operating |
4,135 | 3,877 | ||||||
Selling, general and administrative |
764 | 696 | ||||||
Depreciation and amortization |
618 | 600 | ||||||
Restructuring |
| (1 | ) | |||||
(Income) expense from divestitures, asset impairments and unusual items |
| (77 | ) | |||||
5,517 | 5,095 | |||||||
Income from operations |
933 | 998 | ||||||
Other income (expense): |
||||||||
Interest expense |
(240 | ) | (228 | ) | ||||
Interest income |
5 | 2 | ||||||
Equity in net losses of unconsolidated entities |
(13 | ) | (8 | ) | ||||
Other, net |
2 | 2 | ||||||
(246 | ) | (232 | ) | |||||
Income before income taxes |
687 | 766 | ||||||
Provision for income taxes |
241 | 316 | ||||||
Consolidated net income |
446 | 450 | ||||||
Less : Net income attributable to noncontrolling interests |
23 | 22 | ||||||
Net income attributable to Waste Management, Inc. |
$ | 423 | $ | 428 | ||||
Basic earnings per common share |
$ | 0.89 | $ | 0.89 | ||||
Diluted earnings per common share |
$ | 0.89 | $ | 0.88 | ||||
Basic common shares outstanding |
474.9 | 481.5 | ||||||
Diluted common shares outstanding |
477.0 | 484.6 | ||||||
Cash dividends declared per common share |
$ | 0.68 | $ | 0.63 | ||||
(3)
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
EPS Calculation: |
||||||||
Net income attributable to Waste Management, Inc. |
$ | 423 | $ | 428 | ||||
Number of common shares outstanding at end of period |
472.3 | 478.9 | ||||||
Effect of using weighted average common shares outstanding |
2.6 | 2.6 | ||||||
Weighted average basic common shares outstanding |
474.9 | 481.5 | ||||||
Dilutive effect of equity-based compensation awards and
other contingently issuable shares |
2.1 | 3.1 | ||||||
Weighted average diluted common shares outstanding |
477.0 | 484.6 | ||||||
Basic earnings per common share |
$ | 0.89 | $ | 0.89 | ||||
Diluted earnings per common share |
$ | 0.89 | $ | 0.88 | ||||
(4)
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 371 | $ | 539 | ||||
Receivables, net |
1,713 | 1,656 | ||||||
Other |
290 | 287 | ||||||
Total current assets |
2,374 | 2,482 | ||||||
Property and equipment, net |
11,919 | 11,868 | ||||||
Goodwill |
5,793 | 5,726 | ||||||
Other intangible assets, net |
310 | 295 | ||||||
Other assets |
1,187 | 1,105 | ||||||
Total assets |
$ | 21,583 | $ | 21,476 | ||||
Liabilities and Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable, accrued liabilities, and
deferred revenues |
$ | 2,097 | $ | 2,252 | ||||
Current portion of long-term debt |
198 | 233 | ||||||
Total current liabilities |
2,295 | 2,485 | ||||||
Long-term debt, less current portion |
8,839 | 8,674 | ||||||
Other liabilities |
3,826 | 3,726 | ||||||
Total liabilities |
14,960 | 14,885 | ||||||
Equity: |
||||||||
Waste Management, Inc. stockholders equity |
6,291 | 6,260 | ||||||
Noncontrolling interests |
332 | 331 | ||||||
Total equity |
6,623 | 6,591 | ||||||
Total liabilities and equity |
$ | 21,583 | $ | 21,476 | ||||
(5)
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Consolidated net income |
$ | 446 | $ | 450 | ||||
Adjustments to reconcile consolidated net income to net cash
provided by operating activities: |
||||||||
Depreciation and amortization |
618 | 600 | ||||||
Other |
123 | 113 | ||||||
Change in operating assets and liabilities, net
of effects of
acquisitions and divestitures |
(109 | ) | (187 | ) | ||||
Net cash provided by operating activities |
1,078 | 976 | ||||||
Cash flows from investing activities: |
||||||||
Acquisitions of businesses, net of cash acquired |
(157 | ) | (237 | ) | ||||
Capital expenditures |
(596 | ) | (475 | ) | ||||
Proceeds from divestitures of businesses (net of cash
divested) and other sales of assets |
13 | 27 | ||||||
Investments in unconsolidated entities |
(91 | ) | (161 | ) | ||||
Net receipts from restricted trust and escrow
accounts, and other |
7 | 23 | ||||||
Net cash used in investing activities |
(824 | ) | (823 | ) | ||||
Cash flows from financing activities: |
||||||||
New borrowings |
404 | 706 | ||||||
Debt repayments |
(314 | ) | (213 | ) | ||||
Common stock repurchases |
(168 | ) | (286 | ) | ||||
Cash dividends |
(323 | ) | (305 | ) | ||||
Exercise of common stock options |
35 | 13 | ||||||
Other, net |
(59 | ) | (38 | ) | ||||
Net cash used in financing activities |
(425 | ) | (123 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
3 | (1 | ) | |||||
Increase (decrease) in cash and cash equivalents |
(168 | ) | 29 | |||||
Cash and cash equivalents at beginning of period |
539 | 1,140 | ||||||
Cash and cash equivalents at end of period |
$ | 371 | $ | 1,169 | ||||
(6)
Quarters Ended | ||||||||||||
June 30, | March 31, | June 30, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
Operating Revenues by Lines of Business |
||||||||||||
Collection |
$ | 2,116 | $ | 2,021 | $ | 2,082 | ||||||
Landfill |
671 | 579 | 664 | |||||||||
Transfer |
334 | 294 | 351 | |||||||||
Wheelabrator |
226 | 210 | 217 | |||||||||
Recycling |
419 | 370 | 281 | |||||||||
Other |
105 | 89 | 76 | |||||||||
Intercompany (a) |
(524 | ) | (460 | ) | (513 | ) | ||||||
Operating revenues |
$ | 3,347 | $ | 3,103 | $ | 3,158 | ||||||
Quarters Ended | ||||||||||||||||
June 30, 2011 | June 30, 2010 | |||||||||||||||
As a % of Total | As a % of Total | |||||||||||||||
Amount | Company | Amount | Company | |||||||||||||
Analysis of Change in Year Over Year Revenues |
||||||||||||||||
Average yield (i) |
$ | 173 | 5.5 | % | $ | 209 | 7.1 | % | ||||||||
Volume |
(52 | ) | -1.7 | % | (86 | ) | -2.9 | % | ||||||||
Internal revenue growth |
121 | 3.8 | % | 123 | 4.2 | % | ||||||||||
Acquisition |
57 | 1.8 | % | 62 | 2.1 | % | ||||||||||
Divestitures |
(1 | ) | | (1 | ) | 0.0 | % | |||||||||
Foreign currency translation |
12 | 0.4 | % | 22 | 0.7 | % | ||||||||||
$ | 189 | 6.0 | % | $ | 206 | 7.0 | % | |||||||||
As a % of | As a % of | |||||||||||||||
Amount | Related Business | Amount | Related Business | |||||||||||||
(i) Average yield |
||||||||||||||||
Collection, landfill and
transfer |
$ | 41 | 1.6 | % | $ | 56 | 2.2 | % | ||||||||
Waste-to-energy disposal |
2 | 1.7 | % | 6 | 5.7 | % | ||||||||||
Collection and disposal |
43 | 1.6 | % | 62 | 2.3 | % | ||||||||||
Recycling commodities |
74 | 25.1 | % | 123 | 78.8 | % | ||||||||||
Electricity |
3 | 4.8 | % | (3 | ) | -4.5 | % | |||||||||
Fuel surcharges and
mandated fees |
53 | 46.9 | % | 27 | 31.8 | % | ||||||||||
Total |
$ | 173 | 5.5 | % | $ | 209 | 7.1 | % | ||||||||
Quarters Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Free Cash Flow Analysis (b) |
||||||||||||||||
Net cash provided by operating activities |
$ | 478 | $ | 480 | $ | 1,078 | $ | 976 | ||||||||
Capital expenditures |
(280 | ) | (220 | ) | (596 | ) | (475 | ) | ||||||||
Proceeds from divestitures of businesses (net of
cash divested) and other sales of assets |
8 | 15 | 13 | 27 | ||||||||||||
Free cash flow |
$ | 206 | $ | 275 | $ | 495 | $ | 528 | ||||||||
(a) | Intercompany revenues between lines of business are eliminated within the Condensed Consolidated Financial Statements included herein. | |
(b) | The summary of free cash flows has been prepared to highlight and facilitate understanding of the principal cash flow elements. Free cash flow is not a measure of financial performance under generally accepted accounting principles and is not intended to replace the consolidated statement of cash flows that was prepared in accordance with generally accepted accounting principles. |
(7)
Quarters Ended | ||||||||||||
June 30, | March 31, | June 30, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
Balance Sheet Data |
||||||||||||
Cash and cash equivalents |
$ | 371 | $ | 676 | $ | 1,169 | ||||||
Debt-to-total capital ratio: |
||||||||||||
Long-term indebtedness, including current
portion |
$ | 9,037 | $ | 9,167 | $ | 9,585 | ||||||
Total equity |
6,623 | 6,632 | 6,408 | |||||||||
Total capital |
$ | 15,660 | $ | 15,799 | $ | 15,993 | ||||||
Debt-to-total capital |
57.7 | % | 58.0 | % | 59.9 | % | ||||||
Capitalized interest |
$ | 5 | $ | 4 | $ | 4 | ||||||
Acquisition Summary (a) |
||||||||||||
Gross annualized revenue acquired |
$ | 41 | $ | 68 | $ | 87 | ||||||
Total consideration |
$ | 68 | $ | 97 | $ | 193 | ||||||
Cash paid for acquisitions |
$ | 58 | $ | 99 | $ | 183 | ||||||
Other Operational Data |
||||||||||||
Internalization of waste, based on disposal costs |
67.9 | % | 68.3 | % | 68.4 | % | ||||||
Total landfill disposal volumes (tons in millions) |
23.3 | 20.4 | 23.8 | |||||||||
Total waste-to-energy disposal volumes (tons in millions) |
2.0 | 1.9 | 1.9 | |||||||||
Total disposal volumes (tons in millions) |
25.3 | 22.3 | 25.7 | |||||||||
Active landfills |
270 | 271 | 273 | |||||||||
Landfills reporting volume |
255 | 255 | 258 | |||||||||
Amortization, Accretion and Other Expenses for
Landfills Included in Operating Groups: |
||||||||||||
Landfill amortization expense - |
||||||||||||
Cost basis of landfill assets |
$ | 84.7 | $ | 72.6 | $ | 88.5 | ||||||
Asset retirement costs |
21.9 | 15.5 | 13.7 | |||||||||
Total landfill amortization expense (b) |
106.6 | 88.1 | 102.2 | |||||||||
Accretion and other related expense |
17.0 | 16.5 | 16.8 | |||||||||
Landfill amortization, accretion and other related expense |
$ | 123.6 | $ | 104.6 | $ | 119.0 | ||||||
(a) | Represents amounts associated with business acquisitions consummated during the indicated periods. Note that cash paid for acquisitions may include cash payments for business acquisitions consummated in prior quarters. | |
(b) | The quarter ended June 30, 2011, as compared to the quarter ended March 31, 2011, reflects an increase in amortization expense of $18.5 million, primarily due to seasonal increases in landfill volumes. |
(8)