“s” : “bin.to”,”k” : “a00,a50,b00,b60,c10,g00,h00,l10,p20,t10,v00″,”o” : “”,”j” : “”

Press Release Source: Progressive Waste Solutions Ltd. On Tuesday July 26, 2011, 5:18 pm EDT

TORONTO, ONTARIO–(Marketwire -07/26/11)- Progressive Waste Solutions Ltd. (formerly IESI- BFC Ltd.) (the “Company”) (TSX: BINNews)(NYSE: BINNews) reported financial results for the three and six months ended June 30, 2011.

(All amounts are in thousands of United States (“U.S.”) dollars, unless otherwise stated)

Management Commentary

Reported revenues increased $ 169.9 million or 56.7% from $ 299.6 million in the second quarter of 2010 to $ 469.5 million in the second quarter of 2011. Organic gross revenue, which includes intercompany revenues, grew 3.4% on a consolidated basis and is comprised of total price and volume growth of 3.1% and 0.3%, respectively. Total price and volume improvements in Canada were 3.5% and 1.4%, respectively. Price improved 2.8% in the U.S. while U.S. volumes declined 0.6%.

Revenue growth translated into adjusted EBITDA(A) and operating income growth. Adjusted EBITDA(A) was $ 136.3 million, or 47.7% higher, in the second quarter of 2011 versus $ 88.6 million in the same quarter a year ago. Our second quarter adjusted EBITDA(A) margin was 29.0% compared to 29.6% in the second quarter of 2010. Excluding the incremental increase in fuel surcharges from 2011 reportable revenues, our second quarter adjusted EBITDA(A) margin would have been 29.4% for 2011. Adjusted operating income(A) was $ 70.2 million, or 52.9% higher, in the quarter compared to $ 45.9 million in the same period last year.

We also generated higher adjusted net income(A) quarter over quarter. Adjusted net income(A) for the second quarter of 2011 was $ 33.5 million, or $ 0.28 per weighted average diluted share (“diluted share”), compared to $ 23.4 million, or $ 0.25 per diluted share in the comparative period.

Free cash flow(B) for the quarter totalled $ 64.8 million and was 46.7% higher than the $ 44.2 million achieved in the comparative period last year. Our free cash flow(B) margin was 13.8% in the quarter compared to 14.7% in the second quarter of 2010, due primarily to higher proportionate interest expense.

“We had a solid performance in the second quarter, with strong organic growth rates for our base business helping us achieve revenues in line with our expectations, despite the headwinds of weather in our Canadian segment and a delay in realizing some efficiencies related to the consolidation of certain Waste Services, Inc. (“WSI”) operations with our existing locations in Canada,” said Keith Carrigan, Vice Chairman and Chief Executive Officer of Progressive Waste Solutions Ltd. “Acquisitions contributed significantly to our total performance, which included contributions from our acquisition of WSI and the 13 “tuck-in” acquisitions we completed in 2010. We also added six more acquisitions to our portfolio in the second quarter, bringing the year-to-date total to seven, which will contribute to our performance through the balance of 2011.”

For the six months ended June 30, 2011, revenue was $ 892.4 million, compared to revenues of $ 563.6 million in the year ago period. Adjusted operating income was $ 131.9 million compared with $ 82.4 million in the same period in 2010. Adjusted EBITDA(A) for the year-to-date period was $ 259.4 million compared to $ 164.5 million in 2010. Our year-to-date adjusted EBITDA(A) margin was 29.1% for 2011 compared to 29.2%, in the same period last year. Excluding the incremental increase in fuel surcharges from 2011 reportable revenues, our year-to-date adjusted EBITDA(A) margin would have been 29.4% for 2011.

For the six months ended June 30, 2011, adjusted net income was $ 61.6 million, or $ 0.51 per weighted average diluted share, compared with $ 42.0 million or $ 0.45 per share last year.

Financial and Other Highlights

For the Three Months Ended June 30, 2011

 

--  Revenues increased $  169.9 million or 56.7% ($  158.5 million or 52.9%,
    excluding foreign currency exchange ("FX"))
--  Adjusted EBITDA(A) increased $  47.7 million or 53.8% ($  43.9 million or
    49.5%, excluding FX)
--  Adjusted EBITDA(A) margin, on a reported basis, was 29.0% or 29.4%
    excluding the incremental increase in fuel surcharges
--  Free cash flow(B) increased $  20.6 million or 46.7% ($  18.7 million or
    42.3%, excluding FX)
--  Free cash flow(B) margin of 13.8%
--  Adjusted net income(A) per diluted share, $  0.28
--  Consolidated total price increased 3.1%, on a comparable basis,
    as defined on page 9
--  Consolidated volumes increased 0.3%, on a comparable basis

For the Six Months Ended June 30, 2011

 

--  Revenues increased $  328.7 million or 58.3% ($  308.3 million or 54.7%,
    excluding FX)
--  Adjusted EBITDA(A) increased $  94.8 million or 57.6% ($  88.0 million or
    53.5%, excluding FX)
--  Adjusted EBITDA(A) margin, on a reported basis, was 29.1% or 29.4%
    excluding the incremental increase in fuel surcharges
--  Free cash flow(B) increased $  49.3 million or 57.3% ($  45.9 million or
    53.4%, excluding FX)
--  Free cash flow(B) margin of 15.2%
--  Adjusted net income(A) per diluted share, $  0.51
--  Consolidated total price increased 3.2%, on a comparable basis
--  Consolidated volumes increased 0.4%, on a comparable basis

Other Highlights for the Three and Six Months Ended June 30, 2011

 

--  Successful secondary offering of approximately 10.9 million common
    shares held by TC Carting III, L.L.C., an affiliate of Thayer I Hidden
    Creek Partners, L.L.C.
--  Repurchase of one million common shares from the underwriters in the
    secondary offering, at the public offering price of $  23.50 per share.

Acquisition of WSI

On July 2, 2010, we completed our acquisition of WSI. WSI’s Canadian operations are included in our Canadian segment, while their Florida operations are included in our U.S. south segment. WSI’s operating results have been included with our own since the date of acquisition. In addition, we have elected to exclude corporate allocated costs from the operating results of our reportable segments. Accordingly, expenses specific to corporate activities have been presented separately from those presented for our reporting segments, for each current and comparative period presented.

Quarterly Dividend Declared

The Company’s Board of Directors declared a quarterly dividend of $ 0.125 Canadian per share to shareholders of record on September 30, 2011. The dividend will be paid on October 14, 2011. The Company has designated these dividends as eligible dividends for the purposes of the Income Tax Act (Canada).

Financial Highlights

(in thousands of U.S. dollars, except per weighted average share amounts, unless otherwise stated)

 

                          Three months ended June     Six months ended June
                                               30                        30
----------------------------------------------------------------------------
                                2011         2010         2011         2010
----------------------------------------------------------------------------
                         (unaudited)  (unaudited)  (unaudited)  (unaudited)
----------------------------------------------------------------------------

Operating results
Revenues                 $     469,512  $     299,582  $     892,362  $     563,624
Operating expenses           279,504      174,568      526,309      325,637
Selling, general and
 administration ("SG&A")      50,378       41,187      108,985       80,978
Restructuring expenses           278            -        1,125            -
Amortization                  66,467       43,096      129,286       82,613
Net gain on sale of
 capital assets                 (356)        (369)      (1,779)        (431)
----------------------------------------------------------------------------
Operating income              73,241       41,100      128,436       74,827
Interest on long-term
 debt                         16,542        8,244       33,060       16,181
Net foreign exchange
 (gain) loss                     (29)          24          (32)          54
Net gain on financial
 instruments                    (429)      (1,208)      (2,355)      (1,750)
Other expenses                   609           34          795           58
----------------------------------------------------------------------------
Income before net income
 tax expense and net
 loss from equity
 accounted investee           56,548       34,006       96,968       60,284
Net income tax expense        19,919       14,150       37,237       23,693
Net loss from equity
 accounted investee               22           21           26           46
----------------------------------------------------------------------------
Net income               $      36,607  $      19,835  $      59,705  $      36,545
----------------------------------------------------------------------------
Net income per weighted
 average share, basic    $        0.30  $        0.21  $        0.49  $        0.39
Net income per weighted
 average share, diluted  $        0.30  $        0.21  $        0.49  $        0.39
Weighted average number
 of shares outstanding
 (thousands), basic          120,748       82,383      121,220       82,363
Weighted average number
 of shares outstanding
 (thousands), diluted        120,748       93,431      121,220       93,431

Adjusted EBITDA(A)       $     136,264  $      88,598  $     259,361  $     164,539
Adjusted operating
 income(A)               $      70,153  $      45,871  $     131,854  $      82,357
Adjusted net
 income(A)(1)            $      33,540  $      23,364  $      61,639  $      42,048
Adjusted net income(A)
 per weighted average
 share, basic            $        0.28  $        0.25  $        0.51  $        0.45
Adjusted net income(A)
 per weighted average
 share, diluted          $        0.28  $        0.25  $        0.51  $        0.45

Replacement and growth
 expenditures (see page
 14)
Replacement expenditures $      33,019  $      19,943  $      51,061  $      31,842
Growth expenditures           11,388        8,578       18,755       16,762
----------------------------------------------------------------------------
Total replacement and
 growth expenditures     $      44,407  $      28,521  $      69,816  $      48,604
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Free cash flow(B)
Cash generated from
 operating activities
 (condensed consolidated
 statement of cash
 flows)                  $      92,632  $      81,196  $     147,286  $     125,236
Free cash flow(B)        $      64,776  $      44,166  $     135,343  $      86,026
Free cash flow(B) per
 weighted average share,
 diluted                 $        0.54  $        0.47  $        1.12  $        0.92

Dividends
Dividends declared
 (common shares)         $      15,605  $      10,014  $      30,910  $      19,907
Dividends declared
 (participating
 preferred shares
 ("PPSs"))                         -        1,350            -        2,677
----------------------------------------------------------------------------
Total dividends declared $      15,605  $      11,364  $      30,910  $      22,584
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Note:
(1) Prior period amounts have been adjusted to reflect the current period's
 presentation.

                                      2011                              2010
----------------------------------------------------------------------------
                                 Condensed                         Condensed
                              Consolidated                      Consolidated
             Condensed        Statement of     Condensed        Statement of
          Consolidated      Operations and  Consolidated      Operations and
               Balance       Comprehensive       Balance       Comprehensive
                 Sheet              Income         Sheet              Income
----------------------------------------------------------------------------
                                Cumulative                        Cumulative
               Current  Average    Average       Current  Average    Average
----------------------------------------------------------------------------

December
 31                                        $        1.0054          $     0.9708
March 31  $       1.0290 $   1.0142 $     1.0142 $        0.9846 $   0.9607 $     0.9607
June 30   $       1.0370 $   1.0334 $     1.0237 $        0.9429 $   0.9731 $     0.9669

FX Impact on Consolidated Results

The following tables have been prepared to assist readers in assessing the impact of FX on selected results for the three and six months ended June 30, 2011.

 

                                                         Three months ended
----------------------------------------------------------------------------
              June 30,      June 30,     June 30,     June 30,     June 30,
                  2010          2011         2011         2011         2011
----------------------------------------------------------------------------
           (unaudited)   (unaudited)  (unaudited)  (unaudited)  (unaudited)
----------------------------------------------------------------------------
                           (organic,  (holding FX
                         acquisition     constant
                           and other     with the
                  (as  non-operating  comparative                      (as
             reported)      changes)      period)  (FX impact)    reported)
----------------------------------------------------------------------------
Condensed Consolidated Statement of Operations
Revenues   $     299,582  $      158,521  $     458,103  $      11,409  $     469,512
Operating
 expenses      174,568        98,632      273,200        6,304      279,504
SG&A            41,187         8,050       49,237        1,141       50,378
Restructuring
 expenses            -           261          261           17          278
Amortization    43,096        21,861       64,957        1,510       66,467
Net gain
 on sale
 of
 capital
 assets           (369)           17         (352)          (4)        (356)
----------------------------------------------------------------------------
Operating
 income         41,100        29,700       70,800        2,441       73,241
Interest
 on long-
 term debt       8,244         7,988       16,232          310       16,542
Net
 foreign
 exchange
 loss
 (gain)             24           (54)         (30)           1          (29)
Net gain
 on
 financial
 instruments    (1,208)          746         (462)          33         (429)
Other
 expenses           34           540          574           35          609
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Income
 before
 net
 income
 tax
 expense
 and net
 loss from
 equity
 accounted
 investee       34,006        20,480       54,486        2,062       56,548
Net income
 tax
 expense        14,150         5,230       19,380          539       19,919
Net loss
 from
 equity
 accounted
 investee           21            (1)          20            2           22
----------------------------------------------------------------------------
Net income $      19,835  $       15,251  $      35,086  $       1,521  $      36,607
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted
 EBITDA(A) $      88,598  $       43,880  $     132,478  $       3,786  $     136,264
Adjusted
 operating
 income(A) $      45,871  $       22,003  $      67,874  $       2,279  $      70,153
Adjusted
 net
 income(A)
 (1)       $      23,364  $        8,775  $      32,139  $       1,401  $      33,540
Free cash
 flow(B)   $      44,166  $       18,697  $      62,863  $       1,913  $      64,776
Note:
(1) Prior period amounts have been adjusted to reflect the current period's
 presentation.


                                                           Six months ended
----------------------------------------------------------------------------
                 June           June         June         June         June
              30, 2010      30, 2011     30, 2011     30, 2011     30, 2011
----------------------------------------------------------------------------
           (unaudited)   (unaudited)  (unaudited)  (unaudited)  (unaudited)
----------------------------------------------------------------------------
                           (organic,  (holding FX
                         acquisition     constant
                           and other         with
                                non-          the
                  (as      operating  comparative                      (as
             reported)      changes)      period)  (FX impact)    reported)
----------------------------------------------------------------------------
Condensed Consolidated Statement of Operations
Revenues   $     563,624  $      308,258  $     871,882  $      20,480  $     892,362
Operating
 expenses      325,637       189,481      515,118       11,191      526,309
SG&A            80,978        25,397      106,375        2,610      108,985
Restructuring
 expenses            -         1,063        1,063           62        1,125
Amortization    82,613        43,885      126,498        2,788      129,286
Net gain
 on sale
 of
 capital
 assets           (431)       (1,339)      (1,770)          (9)      (1,779)
----------------------------------------------------------------------------
Operating
 income         74,827        49,771      124,598        3,838      128,436
Interest
 on long-
 term debt      16,181        16,297       32,478          582       33,060
Net
 foreign
 exchange
 loss
 (gain)             54           (88)         (34)           2          (32)
Net gain
 on
 financial
 instruments    (1,750)         (604)      (2,354)          (1)      (2,355)
Other
 expenses           58           694          752           43          795
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Income
 before
 net
 income
 tax
 expense
 and net
 loss from
 equity
 accounted
 investee       60,284        33,472       93,756        3,212       96,968
Net income
 tax
 expense        23,693        12,595       36,288          949       37,237
Net loss
 from
 equity
 accounted
 investee           46           (22)          24            2           26
----------------------------------------------------------------------------
Net income $      36,545  $       20,899  $      57,444  $       2,261  $      59,705
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted
 EBITDA(A) $     164,539  $       88,037  $     252,576  $       6,785  $     259,361
Adjusted
 operating
 income(A) $      82,357  $       45,492  $     127,849  $       4,005  $     131,854
Adjusted
 net
 income(A)
 (1)       $      42,048  $       17,153  $      59,201  $       2,438  $      61,639
Free cash
 flow(B)   $      86,026  $       45,902  $     131,928  $       3,415  $     135,343
Note:
(1) Prior period amounts have been adjusted to reflect the current period's
 presentation.

Management’s Discussion

(all amounts are in thousands of U.S. dollars, unless otherwise stated)

Segment Highlights – expressed on a reportable basis, which excludes the acquisition of WSI on prior period amounts

 

                                                 Three months ended June 30
----------------------------------------------------------------------------
                  2010          2011       Change         2011       Change
----------------------------------------------------------------------------

                                            (2011
                                       holding FX
                                         constant
                         (holding FX     with the
                       constant with  comparative                  (2011 as
                                 the  period less                  reported
                  (as    comparative      2010 as         (as  less 2010 as
             reported)       period)    reported)    reported)    reported)
----------------------------------------------------------------------------

Revenues   $     299,582  $      458,103  $     158,521  $     469,512  $     169,930
----------------------------------------------------------------------------
Canada     $     117,697  $      185,325  $      67,628  $     196,734  $      79,037
U.S. south $      93,406  $      179,177  $      85,771  $     179,177  $      85,771
U.S.
 northeast $      88,479  $       93,601  $       5,122  $      93,601  $       5,122

Operating
 expenses  $     174,568  $      273,200  $      98,632  $     279,504  $     104,936
----------------------------------------------------------------------------
Canada     $      61,339  $      102,519  $      41,180  $     108,823  $      47,484
U.S. south $      57,325  $      108,828  $      51,503  $     108,828  $      51,503
U.S.
 northeast $      55,904  $       61,853  $       5,949  $      61,853  $       5,949

SG&A (as
 reported) $      41,187  $       49,237  $       8,050  $      50,378  $       9,191
----------------------------------------------------------------------------
Canada     $      10,137  $       14,716  $       4,579  $      15,649  $       5,512
U.S. south $      10,030  $       17,687  $       7,657  $      17,687  $       7,657
U.S.
 northeast $       7,109  $        7,614  $         505  $       7,614  $         505
Corporate  $      13,911  $        9,220  $      (4,691) $       9,428  $      (4,483)

EBITDA(A)
 (as
 reported) $      83,827  $      135,666  $      51,839  $     139,630  $      55,803
----------------------------------------------------------------------------
Canada     $      46,221  $       68,090  $      21,869  $      72,262  $      26,041
U.S. south $      26,051  $       52,662  $      26,611  $      52,662  $      26,611
U.S.
 northeast $      25,466  $       24,134  $      (1,332) $      24,134  $      (1,332)
Corporate  $     (13,911) $       (9,220) $       4,691  $      (9,428) $       4,483

Adjusted
 SG&A      $      36,416  $       52,425  $      16,009  $      53,744  $      17,328
----------------------------------------------------------------------------
Canada     $      10,137  $       14,716  $       4,579  $      15,649  $       5,512
U.S. south $      10,030  $       17,687  $       7,657  $      17,687  $       7,657
U.S.
 northeast $       7,109  $        7,614  $         505  $       7,614  $         505
Corporate  $       9,140  $       12,408  $       3,268  $      12,794  $       3,654

Adjusted
 EBITDA(A) $      88,598  $      132,478  $      43,880  $     136,264  $      47,666
----------------------------------------------------------------------------
Canada     $      46,221  $       68,090  $      21,869  $      72,262  $      26,041
U.S. south $      26,051  $       52,662  $      26,611  $      52,662  $      26,611
U.S.
 northeast $      25,466  $       24,134  $      (1,332) $      24,134  $      (1,332)
Corporate  $      (9,140) $      (12,408) $      (3,268) $     (12,794) $      (3,654)

                                                   Six months ended June 30
----------------------------------------------------------------------------
                  2010          2011       Change         2011       Change
----------------------------------------------------------------------------

                                            (2011
                                       holding FX
                                         constant
                         (holding FX     with the
                       constant with  comparative                  (2011 as
                                 the  period less                  reported
                  (as    comparative      2010 as         (as  less 2010 as
             reported)       period)    reported)    reported)    reported)
----------------------------------------------------------------------------

Revenues   $     563,624  $      871,882  $     308,258  $     892,362  $     328,738
----------------------------------------------------------------------------
Canada     $     217,792  $      348,174  $     130,382  $     368,654  $     150,862
U.S. south $     181,206  $      347,352  $     166,146  $     347,352  $     166,146
U.S.
 northeast $     164,626  $      176,356  $      11,730  $     176,356  $      11,730

Operating
 expenses  $     325,637  $      515,118  $     189,481  $     526,309  $     200,672
----------------------------------------------------------------------------
Canada     $     111,634  $      190,261  $      78,627  $     201,452  $      89,818
U.S. south $     110,392  $      209,110  $      98,718  $     209,110  $      98,718
U.S.
 northeast $     103,611  $      115,747  $      12,136  $     115,747  $      12,136

SG&A (as
 reported) $      80,978  $      106,375  $      25,397  $     108,985  $      28,007
----------------------------------------------------------------------------
Canada     $      19,555  $       29,497  $       9,942  $      31,233  $      11,678
U.S. south $      19,869  $       34,470  $      14,601  $      34,470  $      14,601
U.S.
 northeast $      14,863  $       15,761  $         898  $      15,761  $         898
Corporate  $      26,691  $       26,647  $         (44) $      27,521  $         830

EBITDA(A)
 (as
 reported) $     157,009  $      250,389  $      93,380  $     257,068  $     100,059
----------------------------------------------------------------------------
Canada     $      86,603  $      128,416  $      41,813  $     135,969  $      49,366
U.S. south $      50,945  $      103,772  $      52,827  $     103,772  $      52,827
U.S.
 northeast $      46,152  $       44,848  $      (1,304) $      44,848  $      (1,304)
Corporate  $     (26,691) $      (26,647) $          44  $     (27,521) $        (830)

Adjusted
 SG&A      $      73,448  $      104,188  $      30,740  $     106,692  $      33,244
----------------------------------------------------------------------------
Canada     $      19,555  $       29,497  $       9,942  $      31,233  $      11,678
U.S. south $      19,869  $       34,470  $      14,601  $      34,470  $      14,601
U.S.
 northeast $      14,863  $       15,761  $         898  $      15,761  $         898
Corporate  $      19,161  $       24,460  $       5,299  $      25,228  $       6,067

Adjusted
 EBITDA(A) $     164,539  $      252,576  $      88,037  $     259,361  $      94,822
----------------------------------------------------------------------------
Canada     $      86,603  $      128,416  $      41,813  $     135,969  $      49,366
U.S. south $      50,945  $      103,772  $      52,827  $     103,772  $      52,827
U.S.
 northeast $      46,152  $       44,848  $      (1,304) $      44,848  $      (1,304)
Corporate  $     (19,161) $      (24,460) $      (5,299) $     (25,228) $      (6,067)

Revenues

Gross revenue by service type

(prepared on a reportable basis, which excludes WSI’s operations in the previously comparable quarter and year-to-date period)

The following tables compare gross revenues, which include intercompany revenues, for the three and six months ended June 30, 2011 to the comparative periods by service offering. These tables have been prepared on a “reportable basis”, which excludes WSI’s results for the previously comparable periods.

 

                       Three months ended June 30, 2011
-------------------------------------------------------
               Canada -
              stated in
              thousands  Canada -                U.S. -
                     of  percent-              percent-
               Canadian    age of                age of
                dollars     gross                 gross
                 ("C$  ")   revenue        U.S.   revenue
-------------------------------------------------------
Commercial  $      74,517      33.9 $      84,288      27.0
Industrial       36,678      16.7      48,053      15.4
Residential      36,195      16.5      61,982      19.8
Transfer and
 disposal        56,994      26.0     100,397      32.1
Recycling
 and other       15,212       6.9      17,828       5.7
-------------------------------------------------------
Gross
 revenues   $     219,596     100.0 $     312,548     100.0
-------------------------------------------------------
-------------------------------------------------------

Total
 collection $     162,602      74.0 $     212,151      67.9
Transfer and
 disposal        56,994      26.0     100,397      32.1
-------------------------------------------------------
Gross
 revenues   $     219,596     100.0 $     312,548     100.0
-------------------------------------------------------


                         Six months ended June 30, 2011
-------------------------------------------------------

                         Canada -                U.S. -
               Canada -  percent-              percent-
              stated in    age of                age of
              thousands     gross                 gross
                  of C$     revenue        U.S.   revenue
-------------------------------------------------------
Commercial  $     146,918      36.0 $     164,140      27.4
Industrial       68,790      16.9      89,767      15.0
Residential      65,815      16.1     122,542      20.5
Transfer and
 disposal       101,590      24.9     187,771      31.3
Recycling
 and other       24,705       6.1      34,779       5.8
-------------------------------------------------------
Gross
 revenues   $     407,818     100.0 $     598,999     100.0
-------------------------------------------------------
-------------------------------------------------------

Total
 collection $     306,228      75.1 $     411,228      68.7
Transfer and
 disposal       101,590      24.9     187,771      31.3
-------------------------------------------------------
Gross
 revenues   $     407,818     100.0 $     598,999     100.0
-------------------------------------------------------
-------------------------------------------------------


                       Three months ended June 30, 2010
-------------------------------------------------------
                         Canada -                U.S. -
               Canada -  percent-              percent-
              stated in    age of                age of
              thousands     gross                 gross
                  of C$     revenue        U.S.   revenue
-------------------------------------------------------
Commercial  $      48,895      34.8 $      49,048      23.4
Industrial       24,081      17.1      27,881      13.3
Residential      19,687      14.0      43,406      20.7
Transfer and
 disposal        40,235      28.6      76,838      36.6
Recycling
 and other        7,747       5.5      12,535       6.0
-------------------------------------------------------
Gross
 revenues   $     140,645     100.0 $     209,708     100.0
-------------------------------------------------------
-------------------------------------------------------

Total
 collection $     100,410      71.4 $     132,870      63.4
Transfer and
 disposal        40,235      28.6      76,838      36.6
-------------------------------------------------------
Gross
 revenues   $     140,645     100.0 $     209,708     100.0
-------------------------------------------------------


                         Six months ended June 30, 2010
-------------------------------------------------------
                         Canada -                U.S. -
               Canada -  percent-              percent-
              stated in    age of                age of
              thousands     gross                 gross
                  of C$     revenue        U.S.   revenue
-------------------------------------------------------
Commercial  $      94,152      36.4 $      97,335      24.4
Industrial       43,316      16.7      51,641      13.0
Residential      36,267      14.0      87,094      21.9
Transfer and
 disposal        69,965      27.0     139,434      35.0
Recycling
 and other       15,203       5.9      22,761       5.7
-------------------------------------------------------
Gross
 revenues   $     258,903     100.0 $     398,265     100.0
-------------------------------------------------------
-------------------------------------------------------

Total
 Collection $     188,938      73.0 $     258,831      65.0
Transfer and
 disposal        69,965      27.0     139,434      35.0
-------------------------------------------------------
Gross
 revenues   $     258,903     100.0 $     398,265     100.0
-------------------------------------------------------
-------------------------------------------------------

Gross revenue by service type

(prepared on a comparable basis, which includes WSI’s operations, net of divestitures, in the previously comparative quarter and year-to-date period)

The following tables compare gross revenues, which include intercompany revenues, for the three and six months ended June 30, 2011 to the comparative periods by service offering. These tables have been prepared on a “comparable basis” as if WSI’s operations, net of divestitures, were combined with ours in the current and previously comparable periods.

 

                       Three months ended June 30, 2011
-------------------------------------------------------
                         Canada -                U.S. -
               Canada -  percent-              percent-
              stated in    age of                age of
              thousands     gross                 gross
                  of C$     revenue        U.S.   revenue
-------------------------------------------------------
Commercial  $      74,517      33.9 $      84,288      27.0
Industrial       36,678      16.7      48,053      15.4
Residential      36,195      16.5      61,982      19.8
Transfer and
 disposal        56,994      26.0     100,397      32.1
Recycling
 and other       15,212       6.9      17,828       5.7
-------------------------------------------------------
Gross
 revenues   $     219,596     100.0 $     312,548     100.0
-------------------------------------------------------
-------------------------------------------------------

Total
 collection $     162,602      74.0 $     212,151      67.9
Transfer and
 disposal        56,994      26.0     100,397      32.1
-------------------------------------------------------
Gross
 revenues       219,596     100.0 $     312,548     100.0
-------------------------------------------------------
-------------------------------------------------------


                         Six months ended June 30, 2011
-------------------------------------------------------
                         Canada -                U.S. -
               Canada -  percent-              percent-
              stated in    age of                age of
              thousands     gross                 gross
                  of C$     revenue        U.S.   revenue
-------------------------------------------------------
Commercial  $     146,918      36.0 $     164,140      27.4
Industrial       68,790      16.9      89,767      15.0
Residential      65,815      16.1     122,542      20.5
Transfer and
 disposal       101,590      24.9     187,771      31.3
Recycling
 and other       24,705       6.1      34,779       5.8
-------------------------------------------------------
Gross
 revenues   $     407,818     100.0 $     598,999     100.0
-------------------------------------------------------
-------------------------------------------------------

Total
 collection $     306,228      75.1 $     411,228      68.7
Transfer and
 disposal       101,590      24.9     187,771      31.3
-------------------------------------------------------
Gross
 revenues   $     407,818     100.0 $     598,999     100.0
-------------------------------------------------------


                       Three months ended June 30, 2010
-------------------------------------------------------
                         Canada -                U.S. -
               Canada -  percent-              percent-
              stated in    age of                age of
              thousands     gross                 gross
              of C$   (2)   revenue     U.S.(2)   revenue
-------------------------------------------------------
Commercial  $      70,423      33.6 $      73,529      26.6
Industrial       36,742      17.5      40,265      14.5
Residential      34,945      16.7      53,901      19.5
Transfer and
 disposal        53,149      25.4      90,816      32.8
Recycling
 and other       14,135       6.8      18,234       6.6
-------------------------------------------------------
Gross
 revenues   $     209,394     100.0 $     276,745     100.0
-------------------------------------------------------

Total
 collection $     156,245      74.6 $     185,929      67.2
Transfer and
 disposal        53,149      25.4      90,816      32.8
-------------------------------------------------------
Gross
 revenues   $     209,394     100.0 $     276,745     100.0
-------------------------------------------------------
Note:
(2) Prior period amounts have been adjusted for
    divestitures and have been adjusted to conform to
    the current period's presentation.


                         Six months ended June 30, 2010
-------------------------------------------------------
                         Canada -                U.S. -
               Canada -  percent-              percent-
              stated in    age of                age of
              thousands     gross                 gross
              of C$   (2)   revenue     U.S.(2)   revenue
-------------------------------------------------------
Commercial  $     136,837      35.5 $     146,050      27.5
Industrial       67,491      17.6      76,124      14.4
Residential      64,415      16.8     107,333      20.3
Transfer and
 disposal        94,033      24.5     167,802      31.7
Recycling
 and other       21,519       5.6      32,420       6.1
-------------------------------------------------------
Gross
 revenues   $     384,295     100.0 $     529,729     100.0
-------------------------------------------------------

Total
 collection $     290,262      75.5 $     361,927      68.3
Transfer and
 disposal        94,033      24.5     167,802      31.7
-------------------------------------------------------
Gross
 revenues   $     384,295     100.0 $     529,729     100.0
-------------------------------------------------------
Note:
(2) Prior period amounts have been adjusted for
    divestitures and have been adjusted to conform to
    the current period's presentation.

Gross revenue growth or decline components – expressed in percentages and excluding FX

(prepared on a comparable basis – 2011 only)

The tables below have been prepared on a “comparable basis” as outlined above. However, component percentages presented for 2010 have not been prepared on a comparable basis and accordingly do not include WSI’s results.

 

                                     Three months ended   Three months ended
                                          June 30, 2011        June 30, 2010
----------------------------------------------------------------------------
                                       Canada      U.S. Canada (3)  U.S. (3)
----------------------------------------------------------------------------

Price
  Price                                   2.2       1.6        3.9       3.1
  Fuel surcharges                         1.3       1.2        0.9       0.4
----------------------------------------------------------------------------
  Total price growth                      3.5       2.8        4.8       3.5

Volume                                    1.4      (0.6)       7.2       3.4
----------------------------------------------------------------------------
Total organic gross revenue growth        4.9       2.2       12.0       6.9

Acquisitions                                -      10.7        7.8       1.3
----------------------------------------------------------------------------
Total gross revenue growth                4.9      12.9       19.8       8.2
----------------------------------------------------------------------------
Note:
(3) Prior period amounts have been adjusted to conform to the current
 period's presentation.


                                      Six months ended      Six months ended
                                         June 30, 2011         June 30, 2010
----------------------------------------------------------------------------
                                     Canada       U.S.  Canada (3)  U.S. (3)
----------------------------------------------------------------------------

Price
  Price                                 2.5        1.6         4.6       3.2
  Fuel surcharges                       1.1        1.1         0.9       0.1
----------------------------------------------------------------------------
Total price growth                      3.6        2.7         5.5       3.3

Volume                                  1.2          -         8.0       2.3
----------------------------------------------------------------------------
Total organic gross revenue
 growth                                 4.8        2.7        13.5       5.6

Acquisitions                            1.3       10.4         5.4       1.8
----------------------------------------------------------------------------
Total gross revenue growth              6.1       13.1        18.9       7.4
----------------------------------------------------------------------------
Note:
(3) Prior period amounts have been adjusted to conform to the current
 period's presentation.

Three months ended

The increase in Canadian segment gross revenues, presented on a “comparable basis”, is approximately C$ 10,000. Our Canadian segment delivered price growth in every service line. While we experienced a comparable increase in landfill volumes this quarter, the second quarter didn’t deliver all the volumes we anticipated. We attribute lower than expected landfill volumes to weather, and the related delay in the expected seasonal uptick. We continue to be optimistic that we will fully recoup these volumes over the balance of the year. As in the first quarter, industrial volumes fell short of the mark set in the prior period, while all other service lines delivered organic volume growth. Rising diesel fuel prices also contributed to the increase in comparable fuel surcharges recorded to revenues.

On a comparable basis, gross revenues in the U.S. south increased approximately $ 31,400. This growth was primarily attributable to acquisitions. However, higher total price and volumes also contributed to this segments overall quarterly performance. Our U.S. south segment enjoyed stronger pricing across all service lines compared to the same period a year ago. Total volume growth was due in large part to gains in our transfer and disposal service lines, while volume changes in all other service lines weren’t meaningful in isolation or in aggregate. Higher fuel surcharges also contributed to gross revenue growth quarter over quarter.

Gross revenues in our U.S. northeast segment increased as well, approximately $ 4,400. The increase in U.S. northeast gross revenue is largely attributable to acquisitions. Price also contributed to overall gross revenue growth while volume declines were a headwind in the quarter. Pricing was up across all service lines, with the exception of industrial pricing which was down slightly from prior year levels. Comparatively, landfill volumes showed continued strength, however we saw a softening of construction and demolition volumes in the second half of this quarter. All other service lines experienced comparative volume declines. The most notable volume decline was in our recycling service line. One of our material recovery facilities has been off line since the first quarter of the year causing us to use third party facilities. We expect our facility to be fully operational in August 2011. The loss of certain residential contracts, increasing competitive pressures and economic weakness in this segment represent the root causes for the balance of the decline in volumes. Fuel surcharges increased marginally on a comparative basis.

Six months ended

Prepared on a comparable basis, the increase in Canadian segment gross revenues is approximately C$ 23,300. Year-to-date, we enjoyed price growth across all service lines. As mentioned above, industrial volumes fell short of prior year levels, related largely to a slower than expected seasonal uptick. Weather was also an impediment to gross revenue growth from landfill volumes, however, we expect these shortfalls to be recovered over the balance of the year. All other service lines delivered comparative volume growth, through a combination of both organic and acquisition growth. Rising diesel fuel prices also contributed to the increase in comparable fuel surcharges recorded as revenue.

On a comparable basis, U.S. south segment gross revenues increased approximately $ 59,000. Acquisitions, coupled with higher overall base business pricing, volumes and fuel surcharges all contributed to the year- to-date growth in gross revenues. All service lines in our U.S. south segment enjoyed pricing growth. A residential contract loss was the primary contributor to the decline in comparative residential volumes, and except for our industrial service line, we enjoyed comparative volume growth in all other service lines. The increase in diesel fuel prices spurred the increase in comparative fuel surcharges.

Year-to-date gross revenue increased in our U.S. northeast segment, approximately $ 10,300. The principal reasons for the increase are consistent with those outlined above for the three months ended. Acquisitions, price, and fuel surcharges were the primary contributors to this segments gross revenue growth, partially offset by declines in comparative volumes.

Operating expenses

Three and six months ended

In total, the comparative increase in operating expenses is due principally to our mix of business acquired from WSI and other “tuck-in” acquisitions, and is also due in part to FX, higher fuel costs and higher overall collected waste volumes in our pre-existing base business. Acquisitions are the primary reasons for the increases in current period disposal, labour, vehicle and insurance costs, which increased approximately $ 50,400, $ 31,700, $ 26,600 and $ 2,500, respectively. On the year, higher disposal, labour, vehicle operating and insurance costs, increased approximately $ 78,800, $ 60,800, $ 49,300 and $ 5,200, respectively, and these increases were also attributable to acquisitions. Commodity rebates were an additional contributor to the increase resulting from higher comparative commodity pricing which impacted our U.S. northeast and Canadian businesses for both periods. Moreover, the rising price of fuel also contributed to higher operating expenses in the current and year-to-date periods.

Looking at Canada in isolation, Canadian operating expenses increased significantly in the quarter and year-to-date periods. The acquisition of WSI, FX, higher fuel costs, higher collected waste volumes and commodity rebates were all contributors to the comparative increases. As a percentage of reportable revenues, operating expenses in Canada were 55.3% on the quarter and 54.6% year-to-date, compared to 52.1% and 51.3% in the same periods in 2010, respectively. While the comparative increases are due largely to the acquisition of WSI, and mix of revenues acquired, fuel costs have also contributed to the rise in operating costs relative to reportable revenues. Removing fuel surcharges from reportable revenues for both the current and comparative year-to-date periods, and a like amount from operating expenses, results in a comparative operating margin improvement of 50 basis points for both periods. Excluding the impact of fuel, operating expenses were slightly higher than expected in the current quarter, due in large part to not realizing integration efficiencies as quickly as predicted. Regardless, we believe we have effectively addressed these inefficiencies and we don’t expect them to repeat in the third and fourth quarters of the year.

The mix of revenues acquired on our acquisition of WSI, coupled with other “tuck-in” acquisitions, also impacted operating expenses as a percentage of reportable revenues in our U.S. south segment. However, unlike Canada, the impact was favourable. As a percentage of reportable revenues, operating expenses in our U.S. south segment were 60.7% on the quarter and 60.2% year-to-date, compared to 61.4% and 60.9% in the comparative periods, respectively. Lower relative labour and vehicle operation and repair costs in both periods are the primary reasons for the improved comparative performances, partially offset by increasing fuel costs. As outlined above in the Canadian segment discussion, removing the impact of fuel surcharges from reportable revenues, and a like amount from operating expenses, for both the current and comparative year-to-date periods, results in a comparative operating margin improvement of 80 and 70 basis points for the three and six month periods ended, respectively.

On a comparative basis, the U.S. northeast region experienced an increase in its cost of operations relative to reportable revenues. The marked increase in operating costs, relative to revenues, is due to higher disposal which is attributable to higher transportation and related disposal costs incurred for special wastes disposed of at third-party sites. The increase in disposal costs is also on account of the change in revenue mix attributable to “tuck-in” acquisitions which introduced more collection operations in this segment. Vehicle operating costs is the other main area which contributed to increasing operating costs. The increase in vehicle operating costs is a function of both increasing fuel prices and mix of service offering due to “tuck-in” acquisitions. Removing the impact of fuel surcharges from revenues and operating expenses on a comparative current quarter and year-to-date basis, had a negligible impact on operating margins in both periods. Finally, we experienced higher leachate disposal costs in the quarter and year-to-date, due to weather and higher comparative costs of disposal.

SG&A expenses

Three and six months ended

Excluding the impact of FX, approximately $ 1,100 and $ 2,600 for the three and six months ended, respectively, the comparable increase is due in large part to our acquisition of WSI and other “tuck-in” acquisitions, coupled with organic growth.

The impact of acquisitions is the primary contributor to the increases in salaries and facility costs. In the current quarter, salaries in total increased approximately $ 9,100, while facility costs increased approximately $ 2,300. On a year-to-date basis, salaries were up approximately $ 18,600 and facility cost increases represented approximately $ 5,400 of the change. We recovered approximately $ 3,800 from fair value changes in stock options in the quarter, but on a year-to-date basis we have recognized an expense of approximately $ 1,500. As a percentage of reportable revenues, SG&A expense, expressed on an adjusted basis, is 11.4% and 12.0% for the quarter and year-to-date periods, respectively, compared to 12.2% and 13.0% in the same respective periods a year ago. These changes represent an 80 and 100 basis improvement over the respective periods in the prior year. Rationalizing personnel and operating locations since our acquisition of WSI, is the primary reason for the comparative improvement.

Corporate SG&A includes certain executive costs, legal, accounting, internal audit, treasury, investor relations, corporate development, environmental management, information technology, human resources and other administrative support functions. Corporate SG&A also includes transaction and related costs and fair value changes to stock options. On a comparative basis, transaction and related costs declined approximately $ 1,600 quarter over quarter and approximately $ 3,300 year-to-date. In the prior periods, acquisition costs were incurred principally in anticipation of closing the WSI acquisition which we completed on July 2, 2010. We did not replicate an acquisition of this size in either the second quarter or year-to-date periods ended June 30, 2011, which accounts for the comparative decline in acquisition and related costs. Fair value movements in stock options also contributed to the comparative change in corporate SG&A. In the current period, we recognized approximately $ 6,500 less of expenses, while expenses on a year-to-date basis were down approximately $ 1,900. As outlined above, a portion of both the increase in salaries and facility costs are attributable to corporate, as is a portion of FX. Higher salaries and facility costs, including FX and totaling approximately $ 2,500, partially offset the comparative current quarter declines in both transaction and related costs and fair value movements in stock options. Higher comparative travel expense and professional fees also increased on a comparative basis, which is once again due principally to our acquisition of WSI. On a year-to-date basis, the portion of higher salaries and facility costs, including FX, attributable to corporate amounted to $ 5,700.

Free cash flow(B)

Purpose and objective

The purpose of presenting this non-GAAP measure is to provide disclosure similar to that provided by other U.S. publicly listed companies in our industry and to provide investors and analysts with an additional measure of our value and liquidity. We use this non-GAAP measure to assess our performance relative to other U.S. publicly listed companies and to assess the availability of funds for growth investment, debt repayment, share repurchases or dividend increases.

Free cash flow(B) – cash flow approach

 

                   Three months ended June 30      Six months ended June 30
----------------------------------------------------------------------------
                     2011      2010    Change      2011      2010    Change
----------------------------------------------------------------------------
Cash generated
 from operating
 activities
(from statement
 of cash flows) $    92,632 $    81,196 $    11,436 $   147,286 $   125,236 $    22,050
----------------------------------------------------------------------------

Operating and
 investing
Stock option
 (recovery)
 expense           (3,824)    2,679    (6,503)    1,520     3,440    (1,920)
Acquisition and
 related costs        458     2,092    (1,634)      773     4,090    (3,317)
Restructuring
 expenses             278         -       278     1,125         -     1,125
Other expenses        609        34       575       795        58       737
Changes in non-
 cash working
 capital items     19,059   (13,338)   32,397    53,692     1,752    51,940
Capital and
 landfill asset
 purchases        (44,407)  (28,521)  (15,886)  (69,816)  (48,604)  (21,212)

Financing
Net realized
 foreign
 exchange (gain)
 loss                 (29)       24       (53)      (32)       54       (86)
----------------------------------------------------------------------------
Free cash
 flow(B)        $    64,776 $    44,166 $    20,610 $   135,343 $    86,026 $    49,317
----------------------------------------------------------------------------

Free cash flow(B) – adjusted EBITDA(A) approach

 

                   Three months ended June 30      Six months ended June 30
----------------------------------------------------------------------------
                     2011      2010    Change      2011      2010    Change
----------------------------------------------------------------------------
Adjusted
 EBITDA(A)      $   136,264 $    88,598 $    47,666 $   259,361 $   164,539 $    94,822
----------------------------------------------------------------------------

Restricted share
 expense              179       417      (238)      353       830      (477)
Capital and
 landfill asset
 purchases        (44,407)  (28,521)  (15,886)  (69,816)  (48,604)  (21,212)
Landfill closure
 and post-
 closure
 expenditures        (359)   (1,167)      808    (2,060)   (1,552)     (508)
Landfill closure
 and post-
 closure cost
 accretion
 expense            1,276       882       394     2,545     1,762       783
Interest on
 long-term debt   (16,542)   (8,244)   (8,298)  (33,060)  (16,181)  (16,879)
Non-cash
 interest
 expense            1,362       716       646     2,715     1,425     1,290
Current income
 tax expense      (12,997)   (8,515)   (4,482)  (24,695)  (16,193)   (8,502)
----------------------------------------------------------------------------
Free cash
 flow(B)        $    64,776 $    44,166 $    20,610 $   135,343 $    86,026 $    49,317
----------------------------------------------------------------------------

Three and six months ended

Excluding FX, approximately $ 1,900 for the quarter and $ 3,400 year-to-date, free cash flow(B) increased over the comparative periods. The acquisition of WSI contributed to our free cash flow(B) and adjusted EBITDA(A) growth on a comparative basis. In addition, we also realized improvements to free cash flow(B) and adjusted EBITDA(A) from both organic growth and other “tuck-in” acquisitions. Higher debt levels resulting from our acquisition of WSI and other “tuck-in” acquisitions, coupled with higher interest rates in Canada and the U.S., partially offset adjusted EBITDA(A) improvements in both periods. Capital and landfill asset purchases were also higher on a comparative basis, due in large part to the acquisition of WSI, other “tuck-in” acquisitions and organic growth. While proportional capital and landfill asset purchases were lower in the first quarter of the year, second quarter purchases were on pace with the same period a year ago. Proportionately, year-to-date spending is slightly behind last year’s mark due the timing of spend and contract wins. Cash taxes have also increased in both the current and year-to-date periods comparatively. The increase is most pronounced for our Canadian business due to organic business growth and the acquisition of WSI. WSI’s Canadian operations had no meaningful loss carryforwards to shelter income subject to tax.

Capital and landfill purchases

Capital and landfill purchases characterized as replacement and growth expenditures are as follows:

 

                    Three months ended June 30      Six months ended June 30
----------------------------------------------------------------------------
                      2011      2010    Change      2011      2010    Change
----------------------------------------------------------------------------

Replacement      $    33,019 $    19,943 $    13,076 $    51,061 $    31,842 $    19,219
Growth              11,388     8,578     2,810    18,755    16,762     1,993
----------------------------------------------------------------------------
Total            $    44,407 $    28,521 $    15,886 $    69,816 $    48,604 $    21,212
----------------------------------------------------------------------------

Capital and landfill purchases – replacement

Capital and landfill purchases characterized as “replacement” expenditures represent cash outlays to sustain current cash flows and are funded from free cash flow(B). Replacement expenditures include the replacement of existing capital assets and all construction spending at our landfills.

Three and six months ended

In total, replacement expenditures increased comparatively in both the current quarter and year-to-date. The increases are primarily concentrated in Canada which accounted for approximately $ 10,000 and $ 13,200 of the comparative quarter and year-to-date change, respectively. The increase in second quarter replacement spending is due in large part to our purchase of a facility that we had previously leased, approximately $ 7,000. The increase in replacement expenditures is also attributable to the timing of cell construction at our Lachenaie landfill which increased comparatively by approximately $ 1,200 and $ 2,300 for the three and six month periods ended, respectively. As expected, the acquisition of WSI increased our base business profile. Accordingly, vehicle expenditures represent the balance of the change for both the quarter and year-to-date periods in Canada, which is principally attributable to our larger business base, coupled with the timing of spend.

In the U.S., the second quarter increase in replacement expenditures is due to our larger base business profile, approximately $ 2,000, coupled with our investment in a facility in our U.S. south segment, approximately $ 1,000. On a year-to-date basis, we attribute approximately $ 5,000 of the increase to our larger business base, with the balance due to our facility investment.

Capital and landfill purchases – growth

Capital and landfill purchases characterized as “growth” expenditures represent cash outlays to generate new or future cash flows and are generally funded from free cash flow(B). Growth expenditures include capital assets, including facilities (new or expansion), to support new contract wins and organic business growth.

Three and six months ended

Growth expenditures increased in both the quarter and year-to-date periods. Higher second quarter expenditures in our U.S. business is the primary cause for the increases. Facility investment, approximately $ 1,000, coupled with spending for a municipal contract win, approximately $ 1,100, and business growth in both the U.S. south and northeast, were the primary contributors to the increase in growth expenditures. Our Canadian business, experienced declines in both the current and year-to-date periods as a result of fewer contract wins.

Readers are reminded that revenue, adjusted EBITDA(A), and cash flow contributions realized from growth expenditures will materialize over future periods.

Long-term debt

(all amounts are in thousands of U.S. dollars, unless otherwise stated)

Summary details of our long-term debt facilities at June 30, 2011 are as follows:

 

                                                    Letters of
                                                       credit
                                                          (not
                                                  reported as
                                                     long-term
                                                         debt
                                                       on the
                                                    Condensed
                         Available     Facility   Consolidated     Available
                           lending        drawn  Balance Sheet      capacity
----------------------------------------------------------------------------
Canadian long-term debt facilities - stated in Canadian dollars
Senior secured
 debenture, series B $        58,000 $       58,000 $              - $             -
Revolving credit
 facility            $       525,000 $      329,000 $         54,712 $       141,288

U.S. long-term debt facilities - stated in U.S. dollars
Revolving credit
 facility            $     1,077,500 $      823,500 $        144,839 $       109,161
Variable rate demand
 solid waste
 disposal revenue
 bonds("IRBs")(4)    $       194,000 $      109,000 $              - $        85,000
Other                $         4,000 $        4,000 $              - $             -

Note:
(4) IRB drawings at floating rates of interest, will, under the terms of the
 underlying agreement, typically be used to repay revolving credit advances
 on our U.S. facility. However, IRB drawings bearing interest at floating
 rates requires us to issue letters of credit equal to the principal amount
 of the IRB drawn.

Funded debt to EBITDA (as defined and calculated in accordance with our Canadian and U.S. long-term debt facilities)

At June 30, 2011, funded long-term debt to EBITDA is as follows:

 

                                         June 30, 2011     December 31, 2010
----------------------------------------------------------------------------
                                     Canada       U.S.

Canada U.S. ---------------------------------------------------------------------------- Funded debt to EBITDA 1.86 3.28 1.91 3.20 Funded debt to EBITDA maximum 3.00 4.00 3.00 4.00

Canadian facility

On June 30, 2011, advances under our Canadian facility were C$ 329,000 and total letters of credit amounted to approximately C$ 54,700. Available capacity at June 30, 2011, excluding the accordion, was approximately C$ 141,300 and our funded debt to EBITDA ratio (as defined and calculated in accordance with our Canadian facility) was 1.86 times.

We increased Canadian facility advances since December 31, 2010 by C$ 4,000. Satisfaction of accrued dividends, income taxes payable, and payments on accrued management compensation amounts owing for 2010 are the primary reasons for the increase. Advances were partially offset by repayments resulting from our application of excess free cash flow(B) to Canadian facility borrowings.

Effective July 15, 2011, we amended pricing on our Canadian facility. Pricing on advances drawn under the facility declined by 62.5 basis points. Pricing ranges from 50 to 175 basis points over bank prime for borrowings on prime and 150 to 275 basis points over Bankers’ Acceptances (“BAs”) for borrowings on BAs. Pricing on financial letters of credit decreased by similar amounts and pricing ranges from 150 to 275 basis points. Standby fees declined between 15 and 17.5 basis points, and pricing ranges from 37.5 to 68.8 basis points, while non-financial letters of credit decreased between 41.3 and 41.7 basis points. All other significant terms remain unchanged.

U.S. facility

On June 30, 2011, advances under our U.S. facility were $ 823,500 and total letters of credit amounted to approximately $ 144,800. Available capacity under the facility at June 30, 2011, excluding the accordion, was approximately $ 109,200 and our funded debt to EBITDA ratio (as defined and calculated in accordance with our U.S. facility) was 3.28 times.

The increase in U.S. facility advances since December 31, 2010 totals $ 62,500 and is due in part to the purchase of 1,000 shares in the secondary public offering at a cost of $ 23,500. We also completed “tuck-in” acquisitions in the period for total cash consideration of approximately $ 89,700. These amounts were partially offset by debt repayments from excess free cash flow(B).

Effective July 7, 2011, we entered into a Second Amended and Restated Senior Secured Revolving Credit Facility (the “amended U.S. facility”). By entering into the amended U.S. facility we increased the total commitment to $ 1,377,500, which is up from $ 1,250,000. Available lending under the amended U.S. facility is $ 1,122,500, up $ 45,000 from $ 1,077,500, and the facility has an “accordion feature” equal to $ 255,000. Had the amended U.S. facility been in place effective June 30, 2011, available capacity would have been $ 154,161. Pricing declined on advances drawn under the facility by 75 basis points. Pricing ranges from 175 to 250 basis points over LIBOR for borrowings on LIBOR and 75 to 150 basis points over bank prime for prime rate advances. Pricing on financial letters of credit are 175 to 250 basis points which represents a decline of 75 basis points from previous pricing points. Fronting fees of 12.5 basis points on financial letters of credit are payable at all pricing levels. Standby fees declined by 12.5 basis points and range from 25 to 50 basis points. All other significant terms remain unchanged.

Long-term debt to pro forma adjusted EBITDA(A)

Our pro forma adjusted EBITDA(A) ratio prepared on a combined basis, assuming FX parity, is 2.64 times.

Definitions of Adjusted EBITDA and Free cash flow

(A) All references to “Adjusted EBITDA” in this press release are to revenues less operating expense and SG&A, excluding certain non-operating or non-recurring SG&A expense, on the condensed consolidated statement of operations and comprehensive income. Adjusted EBITDA excludes some or all of the following: certain SG&A expenses, restructuring expenses, amortization, net gain or loss on sale of capital assets, interest on long-term debt, net foreign exchange gain or loss, net gain or loss on financial instruments, other expenses, income taxes and income or loss from equity accounted investee. Adjusted EBITDA is a term used by us that does not have a standardized meaning prescribed by U.S. GAAP and is therefore unlikely to be comparable to similar measures used by other companies. Adjusted EBITDA is a measure of our operating profitability, and by definition, excludes certain items as detailed above. These items are viewed by us as either non-cash (in the case of amortization, net gain or loss on financial instruments, net foreign exchange gain or loss, deferred income taxes and net income or loss from equity accounted investee) or non-operating (in the case of certain SG&A expenses, restructuring expenses, net gain or loss on sale of capital assets, interest on long-term debt, other expenses, and current income taxes). Adjusted EBITDA is a useful financial and operating metric for us, our Board of Directors, and our lenders, as it represents a starting point in the determination of free cash flow(B). The underlying reasons for the exclusion of each item are as follows:

Certain SG&A expenses – SG&A expense includes certain non-operating or non-recurring expenses. These expenses include transaction costs related to acquisitions and fair value adjustments attributable to stock options. These expenses are not considered an expense indicative of continuing operations. Certain SG&A costs represent a different class of expense than those included in adjusted EBITDA.

Restructuring expenses – restructuring expenses includes costs to integrate various operating locations with our own, exiting certain property and building and office leases, employee severance and employee relocation costs incurred in connection with our acquisition of WSI. These expenses are not considered an expense indicative of continuing operations. Accordingly, restructuring expenses represent a different class of expense than those included in adjusted EBITDA.

Amortization – as a non-cash item amortization has no impact on the determination of free cash flow(B).

Net gain or loss on sale of capital assets – proceeds from the sale of capital assets are either reinvested in additional or replacement capital assets or used to repay revolving credit facility borrowings.

Interest on long-term debt – interest on long-term debt is a function of our debt/equity mix and interest rates; as such, it reflects our treasury/financing activities and represents a different class of expense than those included in adjusted EBITDA.

Net foreign exchange gain or loss – as non-cash items, foreign exchange gains or losses have no impact on the determination of free cash flow(B).

Net gain or loss on financial instruments – as non-cash items, gains or losses on financial instruments have no impact on the determination of free cash flow(B).

Other expenses – other expenses typically represent amounts paid to certain management of acquired companies who are retained by us post acquisition and amounts paid to certain executives in respect of acquisitions successfully completed. These expenses are not considered an expense indicative of continuing operations. Accordingly, other expenses represent a different class of expense than those included in adjusted EBITDA.

Income taxes – income taxes are a function of tax laws and rates and are affected by matters which are separate from our daily operations.

Net income or loss from equity accounted investee – as a non-cash item, net income or loss from our equity accounted investee has no impact on the determination of free cash flow(B).

Adjusted EBITDA should not be construed as a measure of income or of cash flows. The reconciling items between adjusted EBITDA and net income are detailed in the condensed consolidated statement of operations and comprehensive income or loss beginning with operating income before restructuring expenses, amortization and net gain or loss on sale of capital assets and ending with net income and includes certain adjustments for expenses recorded to SG&A, which management views as not being indicative of continuing operations. A reconciliation between operating income and adjusted EBITDA is provided in the table that follows. Adjusted operating income and adjusted net income are also presented in the reconciliation below.

 

                               Three months ended          Six months ended
                                          June 30                   June 30
----------------------------------------------------------------------------
                                2011         2010         2011         2010
----------------------------------------------------------------------------
Operating income         $      73,241  $      41,100  $     128,436  $      74,827
Transaction and related
 costs - SG&A                    458        2,092          773        4,090
Fair value movements in
 stock options - SG&A         (3,824)       2,679        1,520        3,440
Restructuring expenses           278            -        1,125            -
----------------------------------------------------------------------------
Adjusted operating
 income                       70,153       45,871      131,854       82,357
----------------------------------------------------------------------------
Net (gain) or loss on
 sale of capital assets         (356)        (369)      (1,779)        (431)
Amortization                  66,467       43,096      129,286       82,613
----------------------------------------------------------------------------
Adjusted EBITDA          $     136,264  $      88,598  $     259,361  $     164,539
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Net income               $      36,607  $      19,835  $      59,705  $      36,545
Transaction and related
 costs - SG&A                    458        2,092          773        4,090
Fair value movements in
 stock options - SG&A         (3,824)       2,679        1,520        3,440
Restructuring expenses           278            -        1,125            -
Net (gain) or loss on
 financial instruments          (429)      (1,208)      (2,355)      (1,750)
Other expenses                   609           34          795           58
Net income tax expense
 or recovery                    (159)         (68)          76         (335)
----------------------------------------------------------------------------
Adjusted net income      $      33,540  $      23,364  $      61,639  $      42,048
----------------------------------------------------------------------------
----------------------------------------------------------------------------

(B) We have adopted a measure called “free cash flow” to supplement net income or loss as a measure of operating performance. Free cash flow is a term which does not have a standardized meaning prescribed by U.S. GAAP, is prepared before dividends declared, and is therefore unlikely to be comparable to similar measures used by other companies. The purpose of presenting this non-GAAP measure is to provide similar disclosures to other U.S. publicly listed companies in the waste industry. We use this non-GAAP measure to assess our performance relative to other publically listed companies and to assess the availability of funds for growth investment, debt repayment, share repurchases or dividend increases. All references to “free cash flow” in this press release have the meaning set out in this note.

About Progressive Waste Solutions Ltd.

As North America’s third largest full-service waste management company, we provide non-hazardous solid waste collection and disposal services to commercial, industrial, municipal and residential customers in 12 U.S. states and the District of Columbia and six Canadian provinces. We serve our customers with vertically integrated collection and disposal assets. Progressive Waste Solutions Ltd.’s shares are listed on the New York and Toronto Stock Exchanges under the symbol BIN.

To find out more about Progressive Waste Solutions, visit our website at www.progressivewaste.com.

Management will hold a conference call on Wednesday, July 27, 2011, at 8:30 a.m. (ET) to discuss results for the three and six months ended June 30, 2011. Participants may listen to the call by dialling 1-888-300-0053, conference ID 80077337, at approximately 8:20 a.m. (ET). International or local callers should dial 647-427-3420. The call will also be webcast live at www.streetevents.com and at www.progressivewaste.com.

A replay will be available after the call until Wednesday, August 10, 2011, at midnight, and can be accessed by dialling 1-800-642-1687, conference ID 80077337. International or local callers can access the replay by dialling 706-645-9291. The audio webcast will also be archived at www.streetevents.com and www.progressivewaste.com.

 

Progressive Waste Solutions Ltd. (formerly IESI-BFC Ltd.)
Condensed Consolidated Balance Sheets
June 30, 2011 (unaudited) and December 31, 2010 (stated in accordance with
 accounting principles generally accepted in the United States of America
 and in thousands of U.S. dollars)
----------------------------------------------------------------------------
                                                               December 31,
                                              June 30, 2011            2010
----------------------------------------------------------------------------
ASSETS

CURRENT
  Cash and cash equivalents                   $        12,891   $        13,406
  Accounts receivable                               242,125         207,098
  Other receivables                                     480             472
  Prepaid expenses                                   34,739          27,254
  Restricted cash                                       446             434
  Other assets                                        3,248           1,928
----------------------------------------------------------------------------
                                                    293,929         250,592

OTHER RECEIVABLES                                       599             806

FUNDED LANDFILL POST-CLOSURE COSTS                    9,473           8,949

INTANGIBLES                                         273,643         272,082

GOODWILL                                          1,140,873       1,081,868

LANDFILL DEVELOPMENT ASSETS                          12,894          12,174

DEFERRED FINANCING COSTS                             19,640          21,157

CAPITAL ASSETS                                      777,449         758,287

LANDFILL ASSETS                                     969,573         975,691

INVESTMENT IN EQUITY ACCOUNTED INVESTEE               4,221           4,117

OTHER ASSETS                                          3,703           4,764
----------------------------------------------------------------------------
                                              $     3,505,997   $     3,390,487
----------------------------------------------------------------------------
----------------------------------------------------------------------------
LIABILITIES

CURRENT
  Accounts payable                            $       109,627   $       100,181
  Accrued charges                                   130,774         136,629
  Dividends payable                                  15,662          15,296
  Income taxes payable                                6,026          14,425
  Deferred revenues                                  18,234          20,378
  Current portion of long-term debt                   1,500           1,500
  Landfill closure and post-closure costs             6,588           8,229
  Other liabilities                                   5,550           6,091
----------------------------------------------------------------------------
                                                    293,961         302,729

LONG-TERM DEBT                                    1,336,328       1,258,159

LANDFILL CLOSURE AND POST-CLOSURE COSTS              98,828          90,010

OTHER LIABILITIES                                     6,960           7,329

DEFERRED INCOME TAXES                                99,396          85,665
----------------------------------------------------------------------------
                                                  1,835,473       1,743,892
----------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
Common shares (authorized - unlimited,
 issued and outstanding - 120,759,034
 (December 31, 2010 - 121,429,737))               1,864,651       1,878,286
Restricted shares (issued and outstanding -
 67,150 (December 31, 2010 - 277,150))               (1,127)         (5,169)
Additional paid in capital                            1,962           7,092
Deficit                                            (168,249)       (188,972)
Accumulated other comprehensive loss                (26,713)        (44,642)
----------------------------------------------------------------------------
Total shareholders' equity                        1,670,524       1,646,595
----------------------------------------------------------------------------
                                              $     3,505,997   $     3,390,487
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Progressive Waste Solutions Ltd. (formerly IESI-BFC Ltd.)
Condensed Consolidated Statements of Operations and Comprehensive Income
For the three and six months ended June 30, 2011 and 2010 (unaudited -
 stated in accordance with accounting principles generally accepted in the
 United States of America and in thousands of U.S. dollars, except share
 and net income per share amounts)
----------------------------------------------------------------------------
                                         Three months
                                            ended          Six months ended
----------------------------------------------------------------------------
                                         2011      2010      2011      2010
----------------------------------------------------------------------------
----------------------------------------------------------------------------

REVENUES                             $  469,512  $  299,582  $  892,362  $  563,624
EXPENSES
  OPERATING                           279,504   174,568   526,309   325,637
  SELLING, GENERAL AND
   ADMINISTRATION                      50,378    41,187   108,985    80,978
  RESTRUCTURING                           278         -     1,125         -
  AMORTIZATION                         66,467    43,096   129,286    82,613
  NET GAIN ON SALE OF CAPITAL ASSETS     (356)     (369)   (1,779)     (431)
----------------------------------------------------------------------------
OPERATING INCOME                       73,241    41,100   128,436    74,827
INTEREST ON LONG-TERM DEBT             16,542     8,244    33,060    16,181
NET FOREIGN EXCHANGE (GAIN) LOSS          (29)       24       (32)       54
NET GAIN ON FINANCIAL INSTRUMENTS        (429)   (1,208)   (2,355)   (1,750)
OTHER EXPENSES                            609        34       795        58
----------------------------------------------------------------------------
INCOME BEFORE INCOME TAX EXPENSE AND
 NET LOSS FROM EQUITY ACCOUNTED
 INVESTEE                              56,548    34,006    96,968    60,284
INCOME TAX EXPENSE
  Current                              12,997     8,515    24,695    16,193
  Deferred                              6,922     5,635    12,542     7,500
----------------------------------------------------------------------------
                                       19,919    14,150    37,237    23,693
NET LOSS FROM EQUITY ACCOUNTED
 INVESTEE                                  22        21        26        46
----------------------------------------------------------------------------
----------------------------------------------------------------------------
NET INCOME                             36,607    19,835    59,705    36,545
----------------------------------------------------------------------------

OTHER COMPREHENSIVE INCOME (LOSS)
  Foreign currency translation
   adjustment                           4,780    (7,752)   18,754    (2,405)
  Derivatives designated as cash
   flow hedges, net of income tax
   $  2,683 and $  848 (2010 - $  811 and
   $  695)                               (4,980)   (1,506)   (1,573)   (1,339)
  Settlement of derivatives
   designated as cash flow hedges,
   net of income tax ($  271) and
   ($  403) (2010 - $  8 and $  59)             503       (14)      748      (110)
----------------------------------------------------------------------------
COMPREHENSIVE INCOME                 $   36,910  $   10,563  $   77,634  $   32,691
----------------------------------------------------------------------------
----------------------------------------------------------------------------

NET INCOME - CONTROLLING INTEREST    $   36,607  $   17,489  $   59,705  $   32,223
NET INCOME - NON-CONTROLLING
 INTEREST                            $        -  $    2,346  $        -  $    4,322
COMPREHENSIVE INCOME - CONTROLLING
 INTEREST                            $   36,910  $    9,313  $   77,634  $   28,825
COMPREHENSIVE INCOME - NON-
 CONTROLLING INTEREST                $        -  $    1,250  $        -  $    3,866

Net income per weighted average
 share, basic                        $     0.30  $     0.21  $     0.49  $     0.39
Net income per weighted average
 share, diluted                      $     0.30  $     0.21  $     0.49  $     0.39
Weighted average number of shares
 outstanding (thousands), basic       120,748    82,383   121,220    82,363
Weighted average number of shares
 outstanding (thousands), diluted     120,748    93,431   121,220    93,431



Progressive Waste Solutions Ltd. (formerly IESI-BFC Ltd.)
Condensed Consolidated Statements of Cash Flows
For the three and six months ended June 30, 2011 and 2010 (unaudited -
 stated in accordance with accounting principles generally accepted in the
 United States of America and in thousands of U.S. dollars)
----------------------------------------------------------------------------
                                         Three months
                                            ended          Six months ended
----------------------------------------------------------------------------
                                         2011      2010      2011      2010
----------------------------------------------------------------------------

NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES
OPERATING
 Net income                          $   36,607  $   19,835  $   59,705  $   36,545
 Items not affecting cash
  Restricted share expense                179       417       353       830
  Accretion of landfill closure and
   post-closure costs                   1,276       882     2,545     1,762
  Amortization of intangibles          11,936     6,225    24,100    13,282
  Amortization of capital assets       32,151    19,972    64,600    39,039
  Amortization of landfill assets      22,380    16,899    40,586    30,292
  Interest on long-term debt
   (amortization of deferred
   financing costs)                     1,362       716     2,715     1,425
  Net gain on sale of capital assets     (356)     (369)   (1,779)     (431)
  Net gain on financial instruments      (429)   (1,208)   (2,355)   (1,750)
  Deferred income taxes                 6,922     5,635    12,542     7,500
  Net loss from equity accounted
   investee                                22        21        26        46
 Landfill closure and post-closure
  expenditures                           (359)   (1,167)   (2,060)   (1,552)
 Changes in non-cash working capital
  items                               (19,059)   13,338   (53,692)   (1,752)
----------------------------------------------------------------------------
 Cash generated from operating
  activities                           92,632    81,196   147,286   125,236
----------------------------------------------------------------------------
----------------------------------------------------------------------------
INVESTING
 Acquisitions                         (77,655)   (1,488)  (90,035)  (53,935)
 Restricted cash deposits                 (12)      (43)      (12)      (43)
 Proceeds from other receivables          119       145       234       284
 Funded landfill post-closure costs       (81)      (75)     (179)      (85)
 Purchase of capital assets           (33,031)  (20,757)  (48,933)  (34,659)
 Purchase of landfill assets          (11,376)   (7,764)  (20,883)  (13,945)
 Proceeds from the sale of capital
  assets                                  777       626     3,450       690
 Investment in landfill development
  assets                               (2,495)     (678)   (3,117)     (942)
----------------------------------------------------------------------------
Cash utilized in investing
 activities                          (123,754)  (30,034) (159,475) (102,635)
----------------------------------------------------------------------------
FINANCING
 Payment of deferred financing costs        -    (2,064)   (1,020)   (2,065)
 Proceeds from long-term debt         133,130    19,097   236,613    99,865
 Repayment of long-term debt          (85,953)  (55,134) (170,769)  (94,025)
 Common shares issued, net of issue
  costs                                     -        (6)        -       (12)
 Proceeds from the exercise of stock
  options                                 563         -       855         -
 Repurchase of common shares                -         -   (23,500)        -
 Dividends paid to share and
  participating preferred share
  holders                             (15,594)  (11,364)  (31,023)  (22,584)
----------------------------------------------------------------------------
Cash generated from (utilized in)
 financing activities                  32,146   (49,471)   11,156   (18,821)
Effect of foreign currency
 translation on cash and cash
 equivalents                               93      (901)      518      (559)
----------------------------------------------------------------------------
NET CASH INFLOW (OUTFLOW)               1,117       790      (515)    3,221
----------------------------------------------------------------------------
----------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, BEGINNING
 OF PERIOD OR YEAR                     11,774     7,422    13,406     4,991
----------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF
 PERIOD                              $   12,891  $    8,212  $   12,891  $    8,212
----------------------------------------------------------------------------
----------------------------------------------------------------------------

SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash and cash equivalents are
  comprised of:
  Cash                               $   12,891  $    7,269  $   12,891  $    7,269
  Cash equivalents                          -       943         -       943
----------------------------------------------------------------------------
                                     $   12,891  $    8,212  $   12,891  $    8,212
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 Cash paid during the period for:
  Income taxes                       $   16,349  $    2,581  $   31,392  $    6,421
  Interest                           $   14,982  $    7,456  $   31,278  $   15,857

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