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) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
As reported: |
||||||||
Operating Revenues |
$ | 2,935 | $ | 2,810 | ||||
Operating Expenses |
$ | 1,881 | $ | 1,725 | ||||
Operating Expenses as a percent of Revenues |
64.1 | % | 61.4 | % | ||||
Adjustments: |
||||||||
Operating Revenues |
$ | | $ | | ||||
Operating Expenses |
$ | (28 | ) | $ | | |||
As adjusted: |
||||||||
Operating revenues |
$ | 2,935 | $ | 2,810 | ||||
Operating expenses |
$ | 1,853 | $ | 1,725 | ||||
Adjusted Operating Expenses as a percent of Revenues |
63.1 | % | 61.4 | % |
Scenario 1 | Scenario 2 | |||||||
Full Year 2010 Free Cash Flow |
||||||||
Net cash provided by operating activities |
$ | 2,375 | $ | 2,450 | ||||
Capital expenditures |
(1,200 | ) | (1,200 | ) | ||||
Proceeds from divestitures of businesses (net of
cash divested) and other sales of assets |
25 | 50 | ||||||
$ | 1,200 | $ | 1,300 | |||||
Exhibit 99.1: | Press Release dated April 29, 2010 |
WASTE MANAGEMENT, INC. |
||||
Date: April 29, 2010 | By: | Rick L Wittenbraker | ||
Rick L Wittenbraker | ||||
Senior Vice President |
Exhibit Number | Description | |
99.1
|
Press Release dated April 29, 2010 |
| Revenue increased by 4.4%, or $125 million, in the first quarter. | ||
| Internal revenue growth from yield for the Companys collection and disposal operations was 1.8%, but would have been 2.5% excluding the price impacts associated with municipal and franchise contracts, which are primarily driven by CPI adjustments. | ||
| Internal revenue growth from volume was negative 4.9%. | ||
| Operating expenses increased by 9.0%, or $156 million, in the first quarter. This increase resulted mainly from $77 million of increased cost of goods sold related to recycling commodity rebates, a $28 million charge related to the partial withdrawal from a Teamsters under-funded multi-employer pension plan, and a $28 million increase in fuel costs. First quarter 2010 fuel costs, net of fuel surcharge revenues, negatively impacted earnings by $0.02 per diluted share, compared to the prior year period. | ||
| Selling, general and administrative expenses increased by $14 million compared with the first quarter of 2009, due principally to increased expenses for growth initiatives and information technology upgrades. As a percentage of revenue, these expenses remained unchanged at 12% compared with the prior year period. | ||
| Average recycling commodity prices more than doubled in the first quarter of 2010 compared with the prior year period. This favorable year-over-year impact contributed over $0.06 to earnings per diluted share in the first quarter of 2010, compared with the prior year period, which was consistent with the Companys previously announced estimate for commodity impacts. | ||
| In 2010 we granted stock options as part of our long-term compensation program. There was $5 million of non-cash expense, or an approximate $0.01 decline in earnings per diluted share in the quarter, due to vesting provisions applicable to retirement eligible employees under the Companys long-term stock option incentive plan. | ||
| Free cash flow was $253 million in the quarter.(b) | ||
| Capital expenditures were $255 million in the quarter. | ||
| The Company returned $273 million to shareholders in the first quarter, consisting of $153 million in dividends and $120 million in common stock repurchases. | ||
| The effective tax rate in the quarter was approximately 36.6%. |
(a) | For purposes of this press release, all references to Net income refers 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 (ii) financial measures the Company uses in the management of its business. The Company has adjusted net income, earnings per diluted share and, projected earnings per diluted share in this press release to exclude the impact of certain unusual, non-recurring or otherwise non-operational items. | |
The Company also discusses free cash flow which is a non-GAAP measure, because it believes that investors are interested in the cash produced by the Company from non-financing activities that is available for uses such as the Companys acquisitions, its share repurchase program, and the payment of dividends. However, free cash flow has material limitations, as it does not represent cash flow available for discretionary expenditures because it excludes certain expenditures that we have committed to such as debt service obligations. 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 not subject to comparison. | ||
The quantitative reconciliations of each of the non-GAAP measures presented herein other than projected earnings per diluted share to the most comparable GAAP measures are included in the accompanying schedules. Investors are urged to take into account GAAP measures as well as non-GAAP measures in evaluating the Company. | ||
The Companys full year earnings projection of $2.09 to $2.13 per diluted share excludes the effects of any events or circumstances in 2010 that management deems to be unusual items or that management believes are not representative or indicative of our results of operations. GAAP net earnings per diluted share for 2010 may include items that are not currently determinable, but may be significant, such as asset impairment and unusual items, charges, gains or losses from divestitures, resolution of income tax items or other items. The full-year 2010 adjusted projected earnings reiterated today exclude (i) the first quarter impact of a $17 million after-tax charge related to the partial withdrawal of an underfunded multi-employer pension plan; (ii) the benefit of the receipt by the Company of an $80 million (pre-tax) litigation settlement that occurred in April 2010 to settle all claims arising from an attempt to implement a new revenue management system; and (iii) any other items that may occur that management deems to be not representative of our results of operations. GAAP net earnings per diluted share projected for the full year would require inclusion of the items noted and the projected impact of future items. Due to the uncertainty of the likelihood, amount and timing of any such items, we do not believe we have the information available to provide projected full year GAAP net |
earnings per diluted share and the quantitative reconciliation to our current adjusted earning per diluted share projection. |
| volatility and deterioration in the credit markets, inflation and other general and local economic conditions may negatively affect the volumes of waste generated; | ||
| economic conditions may negatively affect parties with whom we do business, which could result in late payments or the uncollectability of receivables as well as the non-performance of certain agreements, including expected funding under our credit agreement, which could negatively impact our liquidity and results of operations; | ||
| competition may negatively affect our profitability or cash flows, our price increases may have negative effects on volumes, and price roll-backs and lower than average pricing to retain and attract customers may negatively affect our average yield on collection and disposal business; | ||
| we may be unable to maintain or expand margins if we are unable to control costs or raise prices; | ||
| we may not be able to successfully execute or continue our operational or other margin improvement plans and programs, including: pricing increases; passing on increased costs to our customers; reducing costs; and divesting under-performing assets and purchasing accretive businesses, any failures of which could negatively affect our revenues and margins; | ||
| weather conditions cause our quarter-to-quarter results to fluctuate, and harsh weather or natural disasters may cause us to temporarily shut down 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 any 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; | ||
| fuel price increases or fuel supply shortages may increase our expenses or restrict our ability to operate; | ||
| increased costs or the inability to obtain financial assurance or the inadequacy of our insurance coverages 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; | ||
| trends requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of waste could have negative effects on volumes of waste going to landfills and waste-to-energy facilities; | ||
| 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; | ||
| 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; | ||
| 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; and | ||
| we may reduce or permanently eliminate our dividend or share repurchase program, reduce capital spending or cease acquisitions if cash flows are less than we expect and we are not able to obtain capital needed 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 March 31, | ||||||||
2010 | 2009 | |||||||
Operating revenues |
$ | 2,935 | $ | 2,810 | ||||
Costs and expenses: |
||||||||
Operating |
1,881 | 1,725 | ||||||
Selling, general and administrative |
351 | 337 | ||||||
Depreciation and amortization |
291 | 289 | ||||||
Restructuring |
| 38 | ||||||
(Income) expense from divestitures, asset impairments and unusual items |
| 49 | ||||||
2,523 | 2,438 | |||||||
Income from operations |
412 | 372 | ||||||
Other income (expense): |
||||||||
Interest expense |
(112 | ) | (105 | ) | ||||
Interest income |
| 4 | ||||||
Other, net |
2 | | ||||||
(110 | ) | (101 | ) | |||||
Income before income taxes |
302 | 271 | ||||||
Provision for income taxes |
110 | 101 | ||||||
Consolidated net income |
192 | 170 | ||||||
Less : Net income attributable to noncontrolling interests |
10 | 15 | ||||||
Net income attributable to Waste Management, Inc. |
$ | 182 | $ | 155 | ||||
Basic earnings per common share |
$ | 0.37 | $ | 0.31 | ||||
Diluted earnings per common share |
$ | 0.37 | $ | 0.31 | ||||
Basic common shares outstanding |
485.6 | 491.8 | ||||||
Diluted common shares outstanding |
488.1 | 493.0 | ||||||
Cash dividends declared per common share |
$ | 0.315 | $ | 0.29 | ||||
(1)
Quarters Ended March 31, | ||||||||
2010 | 2009 | |||||||
EPS Calculation: |
||||||||
Net income attributable to Waste Management, Inc. |
$ | 182 | $ | 155 | ||||
Number of common shares outstanding at end of period |
483.8 | 491.9 | ||||||
Effect of using weighted average common shares outstanding |
1.8 | (0.1 | ) | |||||
Weighted average basic common shares outstanding |
485.6 | 491.8 | ||||||
Dilutive effect of equity-based compensation awards and
other contingently issuable shares |
2.5 | 1.2 | ||||||
Weighted average diluted common shares outstanding |
488.1 | 493.0 | ||||||
Basic earnings per common share |
$ | 0.37 | $ | 0.31 | ||||
Diluted earnings per common share |
$ | 0.37 | $ | 0.31 | ||||
(2)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 871 | $ | 1,140 | ||||
Receivables, net |
1,493 | 1,527 | ||||||
Other |
355 | 343 | ||||||
Total current assets |
2,719 | 3,010 | ||||||
Property and equipment, net |
11,515 | 11,541 | ||||||
Goodwill |
5,675 | 5,632 | ||||||
Other intangible assets, net |
245 | 238 | ||||||
Other assets |
841 | 733 | ||||||
Total assets |
$ | 20,995 | $ | 21,154 | ||||
Liabilities and Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable, accrued liabilities, and
deferred revenues |
$ | 2,038 | $ | 2,152 | ||||
Current portion of long-term debt |
632 | 749 | ||||||
Total current liabilities |
2,670 | 2,901 | ||||||
Long-term debt, less current portion |
8,191 | 8,124 | ||||||
Other liabilities |
3,593 | 3,538 | ||||||
Total liabilities |
14,454 | 14,563 | ||||||
Equity: |
||||||||
Waste Management, Inc. stockholders equity |
6,233 | 6,285 | ||||||
Noncontrolling interests |
308 | 306 | ||||||
Total equity |
6,541 | 6,591 | ||||||
Total liabilities and equity |
$ | 20,995 | $ | 21,154 | ||||
(3)
Quarters Ended March 31, | ||||||||
2010 | 2009 | |||||||
Cash flows from operating activities: |
||||||||
Consolidated net income |
$ | 192 | $ | 170 | ||||
Adjustments to reconcile consolidated net income to net cash
provided by operating activities: |
||||||||
Depreciation and amortization |
291 | 289 | ||||||
Other |
40 | 73 | ||||||
Change in operating assets and liabilities, net of effects of
acquisitions and divestitures |
(27 | ) | (13 | ) | ||||
Net cash provided by operating activities |
496 | 519 | ||||||
Cash flows from investing activities: |
||||||||
Acquisitions of businesses, net of cash acquired |
(62 | ) | (22 | ) | ||||
Capital expenditures |
(255 | ) | (325 | ) | ||||
Proceeds from divestitures of businesses (net of cash
divested) and other sales of assets |
12 | 5 | ||||||
Investments in unconsolidated entities |
(149 | ) | | |||||
Net receipts from restricted trust and escrow
accounts, and other |
19 | 46 | ||||||
Net cash used in investing activities |
(435 | ) | (296 | ) | ||||
Cash flows from financing activities: |
||||||||
New borrowings |
114 | 895 | ||||||
Debt repayments |
(169 | ) | (452 | ) | ||||
Common stock repurchases |
(120 | ) | | |||||
Cash dividends |
(153 | ) | (143 | ) | ||||
Exercise of common stock options |
7 | 4 | ||||||
Other, net |
(10 | ) | (59 | ) | ||||
Net cash provided by (used in) in financing activities |
(331 | ) | 245 | |||||
Effect of exchange rate changes on cash and cash equivalents |
1 | (1 | ) | |||||
Increase (decrease) in cash and cash equivalents |
(269 | ) | 467 | |||||
Cash and cash equivalents at beginning of period |
1,140 | 480 | ||||||
Cash and cash equivalents at end of period |
$ | 871 | $ | 947 | ||||
(4)
Quarters Ended | ||||||||||||
March 31, | December 31, | March 31, | ||||||||||
2010 | 2009 | 2009 | ||||||||||
Operating Revenues by Lines of Business |
||||||||||||
Collection |
$ | 1,974 | $ | 2,005 | $ | 1,952 | ||||||
Landfill |
562 | 618 | 600 | |||||||||
Transfer |
312 | 337 | 321 | |||||||||
Wheelabrator |
206 | 214 | 201 | |||||||||
Recycling |
269 | 231 | 143 | |||||||||
Other |
64 | 80 | 47 | |||||||||
Intercompany (a) |
(452 | ) | (479 | ) | (454 | ) | ||||||
Operating revenues |
$ | 2,935 | $ | 3,006 | $ | 2,810 | ||||||
Quarters Ended | ||||||||||||||||
March 31, 2010 | March 31, 2009 | |||||||||||||||
As a % of | As a % of | |||||||||||||||
Amount | Total Company | Amount | Total Company | |||||||||||||
Analysis of Change in Year Over Year Revenues |
||||||||||||||||
Average yield (i) |
$ | 188 | 6.7 | % | $ | (167 | ) | -5.2 | % | |||||||
Volume |
(137 | ) | -4.9 | % | (265 | ) | -8.1 | % | ||||||||
Internal revenue growth |
51 | 1.8 | % | (432 | ) | -13.3 | % | |||||||||
Acquisition |
48 | 1.7 | % | 23 | 0.7 | % | ||||||||||
Divestitures |
(1 | ) | 0.0 | % | (12 | ) | -0.3 | % | ||||||||
Foreign currency translation |
27 | 0.9 | % | (35 | ) | -1.1 | % | |||||||||
$ | 125 | 4.4 | % | $ | (456 | ) | -14.0 | % | ||||||||
As a % of | As a % of | |||||||||||||||
Related | Related | |||||||||||||||
Amount | Business | Amount | Business | |||||||||||||
(i) Average yield |
||||||||||||||||
Collection, landfill and
transfer |
$ | 38 | 1.6 | % | $ | 84 | 3.3 | % | ||||||||
Waste-to-energy disposal |
7 | 7.4 | % | | 0.0 | % | ||||||||||
Collection and disposal |
45 | 1.8 | % | 84 | 3.1 | % | ||||||||||
Recycling commodities |
138 | 102.2 | % | (178 | ) | -53.0 | % | |||||||||
Electricity |
(8 | ) | -11.0 | % | (9 | ) | -10.8 | % | ||||||||
Fuel surcharges and
mandated fees |
13 | 15.3 | % | (64 | ) | -42.1 | % | |||||||||
Total |
$ | 188 | 6.7 | % | $ | (167 | ) | -5.2 | % | |||||||
Quarters Ended March 31, | ||||||||
2010 | 2009 | |||||||
Free Cash Flow Analysis (b) |
||||||||
Net cash provided by operating activities |
$ | 496 | $ | 519 | ||||
Capital expenditures |
(255 | ) | (325 | ) | ||||
Proceeds from divestitures of businesses (net of
cash divested) and other sales of assets |
12 | 5 | ||||||
Free cash flow |
$ | 253 | $ | 199 | ||||
(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. |
(5)
Quarters Ended | ||||||||||||
March 31, | December 31, | March 31, | ||||||||||
2010 | 2009 | 2009 | ||||||||||
Balance Sheet Data |
||||||||||||
Cash and cash equivalents |
$ | 871 | $ | 1,140 | $ | 947 | ||||||
Debt-to-total capital ratio: |
||||||||||||
Long-term indebtedness, including current
portion |
$ | 8,823 | $ | 8,873 | $ | 8,789 | ||||||
Total equity |
6,541 | 6,591 | 6,193 | |||||||||
Total capital |
$ | 15,364 | $ | 15,464 | $ | 14,982 | ||||||
Debt-to-total capital |
57.4 | % | 57.4 | % | 58.7 | % | ||||||
Capitalized interest |
$ | 4 | $ | 4 | $ | 3 | ||||||
Acquisition Summary (a) |
||||||||||||
Gross annualized revenue acquired |
$ | 69 | $ | 107 | $ | 23 | ||||||
Total consideration |
$ | 84 | $ | 165 | $ | 22 | ||||||
Cash paid for acquisitions |
$ | 54 | $ | 146 | $ | 21 | ||||||
Other Operational Data |
||||||||||||
Internalization of waste, based on disposal costs |
67.9 | % | 68.7 | % | 70.0 | % | ||||||
Total landfill disposal volumes (tons in millions) |
20.3 | 22.3 | 21.6 | |||||||||
Total waste-to-energy disposal volumes (tons in millions) |
1.7 | 1.8 | 1.7 | |||||||||
Total disposal volumes (tons in millions) |
22.0 | 24.1 | 23.3 | |||||||||
Active landfills |
273 | 273 | 274 | |||||||||
Landfills reporting volume |
258 | 259 | 260 | |||||||||
Amortization, Accretion and Other Expenses for
Landfills Included in Operating Groups: |
||||||||||||
Landfill amortization expense - |
||||||||||||
Cost basis of landfill assets |
$ | 72.6 | $ | 82.5 | $ | 77.0 | ||||||
Asset retirement costs |
10.7 | (15.8 | ) | 10.6 | ||||||||
Total landfill amortization expense (b) |
83.3 | 66.7 | 87.6 | |||||||||
Accretion and other related expense |
16.8 | 17.6 | 16.1 | |||||||||
Landfill amortization, accretion and other related expense |
$ | 100.1 | $ | 84.3 | $ | 103.7 | ||||||
(a) | Represents amounts associated with business acquisitions consummated during the indicated periods. | |
(b) | The quarter ended March 31, 2010, as compared to the quarter ended December 31, 2009, reflects an increase in amortization expense of $16.6 million of which $25.0 million is primarily attributable to favorable year-end adjustments related to changes in estimated landfill capping construction and closure/post-closure obligations identified in our annual review process that occurs in the fourth quarter. This was offset by a $9.5 million decrease due to the seasonal reduction in landfill volumes. |
(6)
Quarter Ended | Quarter Ended | |||||||||||||||
March 31, 2010 | March 31, 2009 | |||||||||||||||
After-tax | Per Share | After-tax | Per Share | |||||||||||||
Adjusted Net income and Diluted Earnings Per Share | Amount | Amount | Amount | Amount | ||||||||||||
Net income and Diluted EPS, as reported |
$ | 182 | $ | 0.37 | $ | 155 | $ | 0.31 | ||||||||
Adjustments to Net income and Diluted EPS: |
||||||||||||||||
Multi-employer pension withdrawal costs |
17 | 0.04 | | | ||||||||||||
Restructuring |
| | 23 | 0.05 | ||||||||||||
Asset impairment due to abandonment of
revenue management system |
| | 30 | 0.06 | ||||||||||||
Net income and Diluted EPS, as adjusted |
$ | 199 | $ | 0.41 | $ | 208 | $ | 0.42 | ||||||||
(7)