Progressive Waste Solutions Ltd.
TSX : BIN
NYSE : BIN

Progressive Waste Solutions Ltd.

October 25, 2011 17:12 ET

Progressive Waste Solutions Ltd. Announces Strong Results for the Three and Nine Months Ended September 30, 2011

TORONTO, ONTARIO--(Marketwire - Oct. 25, 2011) - Progressive Waste Solutions Ltd. (formerly IESI-BFC Ltd.) (the "Company") (TSX:BIN)(NYSE:BIN) reported financial results for the three and nine months ended September 30, 2011.

Management Commentary

(All amounts are in United States ("U.S.") dollars, unless otherwise stated)

Reported revenues increased $54.3 million or 12.4% from $436.3 million in the third quarter of 2010 to $490.5 million in the third quarter of 2011. Organic gross revenue, which includes intercompany revenues, grew 4.3% on a consolidated basis and is comprised of total price and volume growth of 3.3% and 1.0%, respectively. Total price and volume improvements in Canada were 4.6% and 1.2%, respectively. Total price improved 2.4% in the U.S. and volumes increased 0.8%.

Revenue growth translated into adjusted EBITDA(A) and operating income improvements as well. Adjusted EBITDA(A) was $141.0 million, or 11.1% higher, in the third quarter of 2011 versus $126.9 million in the same quarter a year ago. Our third quarter adjusted EBITDA(A) margin was 28.7% compared to 29.1% in the third quarter of 2010. Excluding the incremental increase in fuel surcharges from 2011 reportable revenues, our third quarter adjusted EBITDA(A) margin was 29.1% for 2011. Adjusted operating income(A) was $72.6 million, or 13.5% higher in the quarter compared to $64.0 million in the same period last year.

We also generated higher adjusted net income(A) quarter over quarter. Adjusted net income(A) for the third quarter of 2011 was $35.1 million, or $0.29 per weighted average diluted share ("diluted share"), compared to $32.5 million, or $0.27 per diluted share in the comparative period.

Share repurchases in the quarter totalled $15.6 million while dividends paid to shareholders totalled $15.4 million. The combination of share repurchases and dividends paid represents a $31.0 million return to shareholders versus $11.2 million a year ago. On a reportable basis, net income was $40.3 million in the quarter, or $0.33 per diluted share, compared to $23.9 million or $0.20 per diluted share in the same period last year.

"We achieved solid year-over-year growth in the third quarter, with total reported revenues up 12.4% and adjusted EBITDA(A) increasing 11.1%, driven by organic improvement and contributions from acquisitions," said Keith Carrigan, Vice Chairman and Chief Executive Officer of Progressive Waste Solutions Ltd. "As a result of our market-by-market price, volume, and productivity strategies, gross organic revenues grew 5.8% in Canada and 3.2% in the U.S. We saw stability in our U.S. south segment and strength in our Canadian operations, where economic conditions have remained relatively resilient in certain markets we serve. However, we did not overcome the impact of economic softness that is occurring in pockets of the U.S. northeast, which resulted in lower pricing in this segment's collection operations relative to our expectations."

Mr. Carrigan continued, "For the balance of 2011, we expect to perform in line with our plans for our Canadian and U.S. south segments, but anticipate continued weakness in the U.S. northeast. As a result, we are projecting that adjusted EBITDA(A) for 2011, assuming parity between the Canadian and U.S. dollar in the last quarter of the year, will be between $537 and $542 million. Further, with higher capital spending related to "tuck-in" acquisitions completed in the year, we expect 2011 free cash flow(B) to be between $257 and $262 million. Our ability to generate cash remains very strong, and with free cash flow(B) margins of 14.3% for the year-to-date period ended September 30 we will continue to create shareholder value through a combination of share repurchases, dividends and investments in future growth."

For the nine months ended September 30, 2011, revenue was $1,382.9 million, compared to revenues of $999.9 million a year ago. Adjusted operating income was $204.9 million compared with $147.2 million in the same period in 2010. Adjusted EBITDA(A) for the year-to-date period was $400.7 million compared to $292.2 million in 2010. Our year-to-date adjusted EBITDA(A) margin was 29.0% 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 29.5% for 2011.

For the nine months ended September 30, 2011, adjusted net income was $97.0 million, or $0.80 per weighted average diluted share, compared with $75.2 million or $0.72 per share last year. On a reportable basis, net income was $100.1 million, or $0.83 per diluted share, compared to $60.5 million or $0.59 per diluted share in the same year-to-date period ended last year.

Year-to-date share repurchases and dividends were $39.1 and $46.4 million, respectively, and combined represent a total return to shareholders of $85.5 million for the nine months ended September 30, 2011 versus $33.8 million last year.

Financial and Other Highlights
For the Three Months Ended September 30, 2011
  • Revenues increased $54.3 million or 12.4% ($42.8 million or 9.8%, excluding foreign currency exchange ("FX"))
  • Adjusted EBITDA(A) increased $14.1 million or 11.1% ($10.2 million or 8.0%, excluding FX)
  • Adjusted EBITDA(A) margin, on a reported basis, was 28.7% or 29.1% excluding the incremental increase in fuel surcharges
  • Adjusted net income(A) per diluted share, $0.29
  • Consolidated total price increased 3.3%, on a comparable basis, as defined on page 8
  • Consolidated volumes increased 1.0%, on a comparable basis
For the Nine Months Ended September 30, 2011
  • Revenues increased $383.0 million or 38.3% ($351.0 million or 35.1%, excluding FX)
  • Adjusted EBITDA(A) increased $108.4 million or 37.1% ($97.7 million or 33.4%, excluding FX)
  • Adjusted EBITDA(A) margin, on a reported basis, was 29.0% or 29.5% excluding the incremental increase in fuel surcharges
  • Free cash flow(B) increased $48.7 million or 32.6% ($43.6 million or 29.2%, excluding FX)
  • Free cash flow(B) margin was 14.3%
  • Adjusted net income(A) per diluted share, $0.80
  • Consolidated total price increased 3.3%, on a comparable basis
  • Consolidated volumes increased 0.6%, on a comparable basis
Other Highlights for the Three and Nine Months Ended September 30, 2011
  • Under our normal course issuer bid, approximately 709 thousand common shares were purchased and cancelled at a total cost of $15.6 million.
  • Successful secondary offering of approximately 10.9 million common shares held by TC Carting III, L.L.C., an affiliate of Thayer | 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.
  • We amended pricing on our Sixth Amended and Restated Credit Facility Agreement (the "Canadian facility") and our Amended and Restated Senior Secured Revolving Credit Facility (the "U.S. facility").

Acquisition of WSI

On July 2, 2010, we completed our acquisition of Waste Services, Inc. ("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. We have, however, presented gross revenues by service type, price, volume and acquisition on a comparable basis as if WSI's operating results were combined with ours in the previously comparable year-to-date period. In addition, we have elected to exclude corporate allocated selling, general and administration ("SG&A") costs from our reportable segments' operating results. Accordingly, expenses specific to corporate activities have been presented separately.

Quarterly Dividend Declared

The Company's Board of Directors declared a quarterly dividend of $0.125 Canadian per share to shareholders of record on December 31, 2011. The dividend will be paid on January 16, 2012. 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 September 30 Nine months ended September 30
2011 2010 2011 2010
(unaudited) (unaudited) (unaudited) (unaudited)
Operating results
Revenues $ 490,522 $ 436,262 $ 1,382,884 $ 999,886
Operating expenses 294,475 259,075 820,784 584,712
SG&A 51,437 55,701 160,422 136,679
Restructuring expenses 73 3,792 1,198 3,792
Amortization 69,408 62,790 198,694 145,403
Net (gain) loss on sale of capital assets (1,092 ) 50 (2,871 ) (381 )
Operating income 76,221 54,854 204,657 129,681
Interest on long-term debt 15,303 17,783 48,363 33,964
Net foreign exchange (gain) loss (51 ) (40 ) (83 ) 14
Net gain on financial instruments (1,528 ) (1,498 ) (3,883 ) (3,248 )
Other expenses 32 586 827 644
Income before net income tax expense and net loss from equity accounted investee 62,465 38,023 159,433 98,307
Net income tax expense 22,086 14,012 59,323 37,705
Net loss from equity accounted investee 32 70 58 116
Net income $ 40,347 $ 23,941 $ 100,052 $ 60,486
Net income per weighted average share, basic $ 0.33 $ 0.20 $ 0.83 $ 0.59
Net income per weighted average share, diluted $ 0.33 $ 0.20 $ 0.83 $ 0.59
Weighted average number of shares outstanding (thousands), basic 120,767 109,866 121,067 91,632
Weighted average number of shares outstanding (thousands), diluted 120,767 120,914 121,067 102,692
Adjusted EBITDA(A)(1) $ 140,961 $ 126,868 $ 400,675 $ 292,237
Adjusted operating income(A)(1) $ 72,645 $ 64,028 $ 204,852 $ 147,215
Adjusted net income(A)(1) $ 35,105 $ 32,529 $ 97,008 $ 75,190
Adjusted net income(A)(1) per weighted average share, basic $ 0.29 $ 0.27 $ 0.80 $ 0.72
Adjusted net income(A)(1) per weighted average share,diluted $ 0.29 $ 0.27 $ 0.80 $ 0.72
Replacement and growth expenditures (see page 14)
Replacement expenditures $ 37,006 $ 25,317 $ 88,067 $ 57,159
Growth expenditures 9,870 10,690 28,625 27,452
Total replacement and growth expenditures $ 46,876 $ 36,007 $ 116,692 $ 84,611
Free cash flow(B)
Cash generated from operating activities (condensed consolidated statement of cash flows) $ 133,203 $ 47,958 $ 280,489 $ 173,194
Free cash flow(B) $ 62,636 $ 63,250 $ 197,979 $ 149,276
Free cash flow(B) per weighted average share, diluted $ 0.52 $ 0.52 $ 1.64 $ 1.45
Dividends
Dividends declared (common shares) $ 15,318 $ 13,318 $ 46,228 $ 33,225
Dividends declared (participating preferred shares ("PPSs")) - 1,329 - 4,006
Total dividends declared $ 15,318 $ 14,647 $ 46,228 $ 37,231
Note:
(1) Prior period amounts have been adjusted to conform to the current period's presentation.
FX Rates
2011 2010
Condensed Consolidated Balance Sheet Condensed Consolidated Statement of Operations and Comprehensive Income Condensed Consolidated Balance Sheet Condensed Consolidated Statement of Operations and Comprehensive Income


Current


Average

Cumulative
Average


Current


Average

Cumulative
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
September 30 $ 0.9626 $ 1.0202 $ 1.0225 $ 0.9711 $ 0.9624 $ 0.9654
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 nine months ended September 30, 2011.
Three months ended
September September September September September
30, 2010 30, 2011 30, 2011 30, 2011 30, 2011
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)




(as reported)
(organic, acquisition and other non-operating changes) (holding FX constant with the comparative period)



(FX impact)




(as reported)
Condensed Consolidated Statement of Operations
Revenues $ 436,262 $ 42,764 $ 479,026 $ 11,496 $ 490,522
Operating expenses 259,075 29,047 288,122 6,353 294,475
SG&A 55,701 (5,223 ) 50,478 959 51,437
Restructuring expenses 3,792 (3,724 ) 68 5 73
Amortization 62,790 5,112 67,902 1,506 69,408
Net loss (gain) on sale of capital assets 50 (1,117 ) (1,067 ) (25 ) (1,092 )
Operating income 54,854 18,669 73,523 2,698 76,221
Interest on long-term debt 17,783 (2,753 ) 15,030 273 15,303
Net foreign exchange gain (40 ) (10 ) (50 ) (1 ) (51 )
Net gain on financial instruments (1,498 ) (15 ) (1,513 ) (15 ) (1,528 )
Other expenses 586 (557 ) 29 3 32
Income before net income tax expense and net loss from equity accounted investee 38,023 22,004 60,027 2,438 62,465
Net income tax expense 14,012 7,460 21,472 614 22,086
Net loss from equity accounted investee 70 (39 ) 31 1 32
Net income $ 23,941 $ 14,583 $ 38,524 $ 1,823 $ 40,347
Adjusted EBITDA(A)(1) $ 126,868 $ 10,200 $ 137,068 $ 3,893 $ 140,961
Adjusted operating income(A)(1) $ 64,028 $ 6,205 $ 70,233 $ 2,412 $ 72,645
Adjusted net income(A)(1) $ 32,529 $ 1,057 $ 33,586 $ 1,519 $ 35,105
Free cash flow(B) $ 63,250 $ (2,326 ) $ 60,924 $ 1,712 $ 62,636
Note:
(1) Prior period amounts have been adjusted to conform to the current period's presentation.
Nine months ended
September September September September September
30, 2010 30, 2011 30, 2011 30, 2011 30, 2011
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)



(as reported)
(organic, acquisition and other non-operating changes) (holding FX constant with the
comparative period)


(FX impact)


(as reported)
Condensed Consolidated Statement of Operations
Revenues $ 999,886 $ 351,022 $ 1,350,908 $ 31,976 $ 1,382,884
Operating expenses 584,712 218,528 803,240 17,544 820,784
SG&A 136,679 20,174 156,853 3,569 160,422
Restructuring expenses 3,792 (2,661 ) 1,131 67 1,198
Amortization 145,403 48,997 194,400 4,294 198,694
Net gain on sale of capital assets (381 ) (2,456 ) (2,837 ) (34 ) (2,871 )
Operating income 129,681 68,440 198,121 6,536 204,657
Interest on long-term debt 33,964 13,544 47,508 855 48,363
Net foreign exchange loss (gain) 14 (98 ) (84 ) 1 (83 )
Net gain on financial instruments (3,248 ) (619 ) (3,867 ) (16 ) (3,883 )
Other expenses 644 137 781 46 827
Income before net income tax expense and net loss from equity accounted investee 98,307 55,476 153,783 5,650 159,433
Net income tax expense 37,705 20,055 57,760 1,563 59,323
Net loss from equity accounted investee 116 (61 ) 55 3 58
Net income $ 60,486 $ 35,482 $ 95,968 $ 4,084 $ 100,052
Adjusted EBITDA(A)(1) $ 292,237 $ 97,741 $ 389,978 $ 10,697 $ 400,675
Adjusted operating income(A)(1) $ 147,215 $ 51,201 $ 198,416 $ 6,436 $ 204,852
Adjusted net income(A)(1) $ 75,190 $ 17,845 $ 93,035 $ 3,973 $ 97,008
Free cash flow(B) $ 149,276 $ 43,576 $ 192,852 $ 5,127 $ 197,979
Note:
(1) Prior period amounts have been adjusted to conform to 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 year-to-date amounts
Three months ended September 30
2010 2011 Change 2011 Change




(as reported)

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




(as reported)

(2011 as reported less 2010 as reported)
Revenues $ 436,262 $ 479,026 $ 42,764 $ 490,522 $ 54,260
Canada $ 184,765 $ 191,854 $ 7,089 $ 203,350 $ 18,585
U.S. south $ 162,342 $ 190,537 $ 28,195 $ 190,537 $ 28,195
U.S. northeast $ 89,155 $ 96,635 $ 7,480 $ 96,635 $ 7,480
Operating expenses $ 259,075 $ 288,122 $ 29,047 $ 294,475 $ 35,400
Canada $ 102,899 $ 106,036 $ 3,137 $ 112,389 $ 9,490
U.S. south $ 99,902 $ 117,661 $ 17,759 $ 117,661 $ 17,759
U.S. northeast $ 56,274 $ 64,425 $ 8,151 $ 64,425 $ 8,151
SG&A (as reported) $ 55,701 $ 50,478 $ (5,223 ) $ 51,437 $ (4,264 )
Canada $ 13,893 $ 14,247 $ 354 $ 15,106 $ 1,213
U.S. south $ 15,838 $ 19,092 $ 3,254 $ 19,092 $ 3,254
U.S. northeast $ 7,650 $ 7,742 $ 92 $ 7,742 $ 92
Corporate $ 18,320 $ 9,397 $ (8,923 ) $ 9,497 $ (8,823 )
EBITDA(A)(as reported) $ 121,486 $ 140,426 $ 18,940 $ 144,610 $ 23,124
Canada $ 67,973 $ 71,571 $ 3,598 $ 75,855 $ 7,882
U.S. south $ 46,602 $ 53,784 $ 7,182 $ 53,784 $ 7,182
U.S. northeast $ 25,231 $ 24,468 $ (763 ) $ 24,468 $ (763 )
Corporate $ (18,320 ) $ (9,397 ) $ 8,923 $ (9,497 ) $ 8,823
Adjusted SG&A $ 50,319 $ 53,836 $ 3,517 $ 55,086 $ 4,767
Canada $ 13,893 $ 14,247 $ 354 $ 15,106 $ 1,213
U.S. south $ 15,838 $ 19,092 $ 3,254 $ 19,092 $ 3,254
U.S. northeast $ 7,650 $ 7,742 $ 92 $ 7,742 $ 92
Corporate $ 12,938 $ 12,755 $ (183 ) $ 13,146 $ 208
Adjusted EBITDA(A) $ 126,868 $ 137,068 $ 10,200 $ 140,961 $ 14,093
Canada $ 67,973 $ 71,571 $ 3,598 $ 75,855 $ 7,882
U.S. south $ 46,602 $ 53,784 $ 7,182 $ 53,784 $ 7,182
U.S. northeast $ 25,231 $ 24,468 $ (763 ) $ 24,468 $ (763 )
Corporate $ (12,938 ) $ (12,755 ) $ 183 $ (13,146 ) $ (208 )
Nine months ended September 30
2010 2011 Change 2011 Change
(as reported) (holding FX constant with the comparative period) (2011 holding FX constant with the comparative period less 2010 as reported) (as reported) (2011 as reported less 2010 as reported)
Revenues $ 999,886 $ 1,350,908 $ 351,022 $ 1,382,884 $ 382,998
Canada $ 402,557 $ 540,028 $ 137,471 $ 572,004 $ 169,447
U.S. south $ 343,548 $ 537,889 $ 194,341 $ 537,889 $ 194,341
U.S. northeast $ 253,781 $ 272,991 $ 19,210 $ 272,991 $ 19,210
Operating expenses $ 584,712 $ 803,240 $ 218,528 $ 820,784 $ 236,072
Canada $ 214,533 $ 296,297 $ 81,764 $ 313,841 $ 99,308
U.S. south $ 210,294 $ 326,771 $ 116,477 $ 326,771 $ 116,477
U.S. northeast $ 159,885 $ 180,172 $ 20,287 $ 180,172 $ 20,287
SG&A (as reported) $ 136,679 $ 156,853 $ 20,174 $ 160,422 $ 23,743
Canada $ 33,446 $ 43,748 $ 10,302 $ 46,339 $ 12,893
U.S. south $ 35,708 $ 53,562 $ 17,854 $ 53,562 $ 17,854
U.S. northeast $ 22,513 $ 23,503 $ 990 $ 23,503 $ 990
Corporate $ 45,012 $ 36,040 $ (8,972 ) $ 37,018 $ (7,994 )
EBITDA(A)(as reported) $ 278,495 $ 390,815 $ 112,320 $ 401,678 $ 123,183
Canada $ 154,578 $ 199,983 $ 45,405 $ 211,824 $ 57,246
U.S. south $ 97,546 $ 157,556 $ 60,010 $ 157,556 $ 60,010
U.S. northeast $ 71,383 $ 69,316 $ (2,067 ) $ 69,316 $ (2,067 )
Corporate $ (45,012 ) $ (36,040 ) $ 8,972 $ (37,018 ) $ 7,994
Adjusted SG&A $ 122,937 $ 157,690 $ 34,753 $ 161,425 $ 38,488
Canada $ 33,446 $ 43,748 $ 10,302 $ 46,339 $ 12,893
U.S. south $ 35,708 $ 53,562 $ 17,854 $ 53,562 $ 17,854
U.S. northeast $ 22,513 $ 23,503 $ 990 $ 23,503 $ 990
Corporate $ 31,270 $ 36,877 $ 5,607 $ 38,021 $ 6,751
Adjusted EBITDA(A) $ 292,237 $ 389,978 $ 97,741 $ 400,675 $ 108,438
Canada $ 154,578 $ 199,983 $ 45,405 $ 211,824 $ 57,246
U.S. south $ 97,546 $ 157,556 $ 60,010 $ 157,556 $ 60,010
U.S. northeast $ 71,383 $ 69,316 $ (2,067 ) $ 69,316 $ (2,067 )
Corporate $ (31,270 ) $ (36,877 ) $ (5,607 ) $ (38,021 ) $ (6,751 )

Revenues

Gross revenue by service type

(prepared on a comparable basis)

The following tables compare gross revenues on a comparable basis. Accordingly, gross revenues derived from assets that were divested of in accordance with the Canadian Competition Bureau consent agreement have been excluded from the prior period results. In addition, WSI's results for the period January 1, 2010 through June 30, 2010 have been included in year-to-date gross revenues presented for the nine months ended September 30, 2010.

Three months ended September 30, 2011 Three months ended September 30, 2010
Canada Canada U.S. U.S. Canada (2) Canada U.S. (2) U.S.
stated in thousands of Canadian dollars ("C$") percentage of gross revenue percentage of gross revenue stated in thousands of C$ percentage of gross revenue percentage of gross revenue
Commercial $ 76,237 33.4 $ 84,839 26.0 $ 71,223 33.1 $ 75,613 26.0
Industrial 37,898 16.6 49,484 15.1 37,600 17.5 42,178 14.5
Residential 35,291 15.5 65,969 20.2 34,623 16.1 60,456 20.8
Transfer and disposal 62,780 27.5 103,310 31.6 57,596 26.8 96,428 33.1
Recycling commodities and other 16,005 7.0 23,266 7.1 13,952 6.5 16,229 5.6
Gross revenues $ 228,211 100.0 $ 326,868 100.0 $ 214,994 100.0 $ 290,904 100.0
Total collection $ 165,431 72.5 $ 223,558 68.4 $ 157,398 73.2 $ 194,476 66.9
Transfer and disposal 62,780 27.5 103,310 31.6 57,596 26.8 96,428 33.1
Gross revenues $ 228,211 100.0 $ 326,868 100.0 $ 214,994 100.0 $ 290,904 100.0
Note:
(2) Prior period amounts have been adjusted for divestitures and have been adjusted to conform to the current period's presentation.
Nine months ended September 30, 2011 Nine months ended September 30, 2010
Canada Canada U.S. U.S. Canada (2) Canada U.S. (2) U.S.
stated in thousands of C$ percentage of gross revenue percentage of gross revenue stated in thousands of C$ percentage of gross revenue percentage of gross revenue
Commercial $ 223,155 35.1 $ 248,979 26.9 $ 208,060 34.8 $ 221,663 27.1
Industrial 106,688 16.8 139,251 15.0 105,091 17.5 118,302 14.4
Residential 101,106 15.9 188,511 20.4 99,038 16.5 167,789 20.4
Transfer and disposal 164,370 25.8 291,081 31.4 151,629 25.3 264,230 32.2
Recycling commodities and other 40,710 6.4 58,045 6.3 35,471 5.9 48,649 5.9
Gross revenues $ 636,029 100.0 $ 925,867 100.0 $ 599,289 100.0 $ 820,633 100.0
Total collection $ 471,659 74.2 $ 634,786 68.6 $ 447,660 74.7 $ 556,403 67.8
Transfer and disposal 164,370 25.8 291,081 31.4 151,629 25.3 264,230 32.2
Gross revenues $ 636,029 100.0 $ 925,867 100.0 $ 599,289 100.0 $ 820,633 100.0
Note:
(2) Prior period amounts have been adjusted for divestitures and have been adjusted to conform to the current period's presentation.

Gross revenue by service type

(prepared on a reportable basis)

The following tables compare gross revenues for the three and nine months ended September 30, 2011 to the comparative periods by service offering. Unlike reportable revenues, gross revenues include intercompany revenues. These tables have been prepared on a reportable basis. Accordingly, gross revenues derived from assets that were divested of are included in the prior period results until the date of divestiture. In addition, WSI's results for the period January 1, 2010 through June 30, 2010 are excluded from year-to-date gross revenues presented for the nine months ended September 30, 2010.

Three months ended September 30, 2011 Three months ended September 30, 2010
Canada Canada U.S. U.S. Canada Canada U.S. U.S.
stated in thousands of C$ percentage of gross revenue percentage of gross revenue stated in thousands of C$ percentage of gross revenue percentage of gross revenue
Commercial $ 76,237 33.4 $ 84,839 26.0 $ 76,926 34.9 $ 75,613 26.0
Industrial 37,898 16.6 49,484 15.1 38,345 17.4 42,178 14.5
Residential 35,291 15.5 65,969 20.2 34,464 15.6 60,456 20.8
Transfer and disposal 62,780 27.5 103,310 31.6 59,497 26.9 96,428 33.1
Recycling commodities and other 16,005 7.0 23,266 7.1 11,574 5.2 16,229 5.6
Gross revenues $ 228,211 100.0 $ 326,868 100.0 $ 220,806 100.0 $ 290,904 100.0
Total collection $ 165,431 72.5 $ 223,558 68.4 $ 161,309 73.1 $ 194,476 66.9
Transfer and disposal 62,780 27.5 103,310 31.6 59,497 26.9 96,428 33.1
Gross revenues $ 228,211 100.0 $ 326,868 100.0 $ 220,806 100.0 $ 290,904 100.0
Nine months ended September 30, 2011 Nine months ended September 30, 2010
Canada Canada U.S. U.S. Canada Canada U.S. U.S.
stated in thousands of C$ percentage of gross revenue percentage of gross revenue stated in thousands of C$ percentage of gross revenue percentage of gross revenue
Commercial $ 223,155 35.1 $ 248,979 26.9 $ 171,078 35.7 $ 172,948 25.1
Industrial 106,688 16.8 139,251 15.0 81,661 17.0 93,819 13.6
Residential 101,106 15.9 188,511 20.4 70,731 14.7 147,807 21.4
Transfer and disposal 164,370 25.8 291,081 31.4 129,462 27.0 236,344 34.3
Recycling commodities and other 40,710 6.4 58,045 6.3 26,777 5.6 38,255 5.6
Gross revenues $ 636,029 100.0 $ 925,867 100.0 $ 479,709 100.0 $ 689,173 100.0
Total collection $ 471,659 74.2 $ 634,786 68.6 $ 350,247 73.0 $ 452,829 65.7
Transfer and disposal 164,370 25.8 291,081 31.4 129,462 27.0 236,344 34.3
Gross revenues $ 636,029 100.0 $ 925,867 100.0 $ 479,709 100.0 $ 689,173 100.0

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 the 2010 year-to-date period have not been prepared on a comparable basis and accordingly do not include WSI's results.

Three months ended Three months ended
September 30, 2011 September 30, 2010
Canada U.S. Canada U.S.
(3) (3)
Price
Price 3.5 1.2 3.1 2.2
Fuel surcharges 1.1 1.2 0.5 0.5
Total price growth 4.6 2.4 3.6 2.7
Volume 1.2 0.8 4.2 1.2
Total gross organic revenue growth 5.8 3.2 7.8 3.9
Acquisitions 0.3 9.2 4.0 8.1
Total gross revenue growth 6.1 12.4 11.8 12.0
Note:
(3) Prior period amounts have been adjusted to conform to the current period's presentation.
Nine months ended Nine months ended
September 30, 2011 September 30, 2010
Canada U.S. Canada U.S.
(3) (3)
Price
Price 2.9 1.5 3.9 3.1
Fuel surcharges 1.2 1.1 0.7 0.4
Total price growth 4.1 2.6 4.6 3.5
Volume 1.1 0.3 5.4 2.0
Total gross organic revenue growth 5.2 2.9 10.0 5.5
Acquisitions 0.9 10.0 3.8 5.6
Total gross revenue growth 6.1 12.9 13.8 11.1
Note:
(3) Prior period amounts have been adjusted to conform to the current period's presentation.

Three months ended

Presented on a comparable basis, gross revenues in Canada increased approximately C$13,200. Our Canadian segment delivered price growth in every service line and, with the exception of industrial volumes, we also enjoyed organic volume improvements across the board. Rising diesel fuel prices contributed to the increase in fuel surcharges recorded to revenues.

Gross revenues in the U.S. south increased approximately $31,200 and approximately $23,100 of this growth is attributable to acquisitions. Higher overall pricing and volumes also contributed to this segment's quarterly performance. Our U.S. south segment enjoyed stronger pricing across all but one service line. Landfill pricing was off slightly, due principally to the mix of waste materials received. Volume growth was supported in large part by improved volumes in our recycling line, while gross revenues from residential volumes were lower due to a lost contract in this segment. Higher fuel surcharges also contributed to gross revenue growth quarter over quarter.

Gross revenues in our U.S. northeast segment increased approximately $4,800 and this increase is largely attributable to acquisitions. An increase in total volumes also contributed to overall gross revenue growth while pricing declines were a headwind in the quarter. Aside from recycling pricing, which was up comparatively, pricing was either down or flat across the remaining service lines. Weaker pricing is a function of a sluggish economy and stronger competition for an aggregate customer base that is stagnate. Volumes across most service lines were relatively flat when compared to prior year marks. Our recycling line was the only exception and was a strong contributor to total gross revenues derived from volume growth. Not unlike pricing, volumes have been impacted by this segment's economic weakness, increasing competition and the closure of a recycling collection facility that only re-opened midway through the quarter. Fuel surcharge increases contributed to the increase in comparative gross revenue growth, but have not been sufficient to cover the rise in fuel costs.

Nine months ended

On a comparable basis, gross revenues in Canada grew approximately C$36,700 due in large part to pricing strength we enjoyed across all service lines. As outlined above, industrial volumes fell short of prior year marks and weather was an impediment to landfill volumes in the first and second quarters of the year. We are, however, on track to meet our municipal solid waste volume caps at all of our cap restricted sites. All other service lines delivered comparative volume growth, which was attributable to a combination of organic and acquisition growth. Rising diesel fuel prices contributed to the increase in comparable fuel surcharges we recorded to revenues.

On a comparable basis, U.S. south segment gross revenues increased approximately $90,100. Acquisitions were a big part of this segment's gross revenue growth, contributing approximately $68,100 to the increase. Pricing growth was enjoyed across all service lines in this segment and with the exception of a residential contract loss we also enjoyed comparative volume growth in all service lines. The increase in diesel fuel prices drove the increase in comparative fuel surcharges recorded to revenues.

Year-to-date gross revenues increased approximately $15,100 in our U.S. northeast segment and approximately $14,500 is attributable to acquisitions. On a year-to-date basis, pricing, in total, is up across all service lines, excluding industrial, and volumes, in total, are down. Pricing gains that were realized in the first two quarters of the year outpaced the pull back in pricing we experienced in the third quarter of the year. Volume improvements realized during the third quarter in our recycling line only served as a partial offset to volume declines across all other service lines year-to-date. Economic softness in this segment, tighter competition and the closure of a recycling collection facility for the better part of this year, are the primary reasons for this segment's performance. Higher fuel surcharges contributed to the gross revenue growth year-to-date, but have not been sufficient to cover the rise in fuel costs.

Operating expenses

Three and nine months ended

In the current quarter, the comparative increase in operating expenses is due principally to "tuck-in" acquisitions, FX, higher fuel costs and organic growth. "Tuck-in" acquisitions is the primary reason for higher disposal, labour and vehicle operating costs, which increased comparatively by approximately $9,000, $7,600 and $14,700, respectively. In the year-to-date period, our acquisition of WSI in July 2010 was the single largest contributor to higher disposal, labour, vehicle operating and insurance costs, which increased approximately $213,000 in aggregate. As outlined for the three months ended, "tuck-in" acquisitions, FX, higher fuel costs and organic growth also contributed to the increase in year-to-date operating costs. The balance of the year-to-date increase is a function of higher franchise and royalty fees, approximately $9,600, and higher commodity rebates resulting from higher comparative commodity pricing. Higher commodity rebates were most pronounced in our U.S. northeast and Canadian businesses for both periods and the rising price of fuel also contributed to higher operating expenses for our base business in the current quarter and year-to-date periods.

As a percentage of reportable revenues, operating expenses in Canada were 55.3% for the quarter and 54.9% year-to-date, compared to 55.7% and 53.3% for the same periods a year ago. The current quarter decline is the direct result of operating efficiencies gained from integrating the assets and operations we acquired from WSI a year ago. "Tuck-in" acquisitions partially muted the benefit of operating efficiency gains as did higher fuel costs. Year-to-date, the acquisition of WSI and mix of revenues we acquired from them, together with higher fuel costs and "tuck-in" acquisitions are the primary reasons for the increase in comparative operating costs, partially offset by operating efficiency gains and synergies. 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 60 and 50 basis points for the three and nine months ended, respectively.

As a percentage of reportable revenues, operating expenses in our U.S. south segment were 61.8% for the quarter and 60.8% year-to-date, compared to 61.5% and 61.2% in the comparative periods, respectively. The mix of revenues acquired on our acquisition of WSI, coupled with other "tuck-in" acquisitions, and the rising price of fuel are the primary contributors to the change in operating costs relative to revenues. 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 50 and 60 basis points for the three and nine 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 increase is due to higher transportation costs to transport waste to our Seneca Meadows landfill and to third party sites, which is due in large part to the rising cost of fuel, coupled with an increase in leachate treatment costs. The increase in disposal costs is also due to "tuck-in" acquisitions which introduced more collection operations in this segment. Vehicle operating costs have also increased as a result 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 for both periods.

SG&A expenses

Three and nine months ended

Fair value movements in stock options contributed approximately $5,600 to the comparative decline in current quarter SG&A expense and approximately $4,100 year-to-date. FX, approximately $1,000, partially offset stock option recoveries in the quarter. Higher salaries and facility costs, due in part to "tuck-in" acquisitions and organic growth, coupled with higher professional fees, approximately $1,400, were partially offset by lower bad debt expense. On a year-to-date basis, higher SG&A expense is due to the acquisition of WSI, "tuck-in" acquisitions, FX and organic growth. Salaries, facility cost increases and higher professional fees combined to increase SG&A expense approximately $29,800 on a year-to-date basis.

As a percentage of reportable revenues, SG&A expense, expressed on an adjusted basis, which excludes transaction and related costs, fair value movements in stock options and restricted share expense, is 11.2% and 11.7% for the quarter and year-to-date periods, respectively, compared to 11.5% and 12.3% in the same periods last year. These changes represent a 30 and 60 basis improvement over the respective periods in the prior year. The primary reason for the comparative improvement is the result of rationalizing personnel and operating locations since our acquisition of WSI.

Corporate SG&A includes certain executive, legal, accounting, internal audit, treasury, investor relations, corporate development, environmental management, information technology, human resources and other administrative costs. Corporate SG&A also includes transaction and related costs, fair value changes to stock options and restricted share expense. On a comparative basis, transaction and related costs declined approximately $1,100 quarter over quarter and approximately $4,400 year-to-date. In the prior periods, acquisition and related costs were incurred, principally, in anticipation of closing the WSI acquisition. Since we did not complete an acquisition of this size in either the third quarter or year-to-date periods ended September 30, 2011, acquisition and related costs declined accordingly. Fair value movements in stock options also contributed to the comparative decline in corporate SG&A expense. In the current period, we recognized approximately $8,400 less expense, while expenses on a year-to-date basis were down approximately $10,300. The balance of the change in corporate SG&A expense for the quarter is due largely to higher professional fees partially offset by a decline in salaries. For the year-to-date period, corporate salaries, facility and office costs and professional fees were higher due in large part to our acquisition of WSI.

Free cash flow(B)

Purpose and objective

The purpose of presenting this non-GAAP measure is to provide similar disclosures presented 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 relative performance and to assess the availability of funds for growth investment, share repurchases, debt repayment or dividend increases.

Free cash flow(B)- cash flow approach
Three months ended September 30 Nine months ended September 30
2011 2010 Change 2011 2010 Change
Cash generated from operating activities
(statement of cash flows) $ 133,203 $ 47,958 $ 85,245 $ 280,489 $ 173,194 $ 107,295
Operating and investing
Stock option (recovery) expense (5,643 ) 2,730 (8,373 ) (4,123 ) 6,170 (10,293 )
Acquisition and related costs 966 2,084 (1,118 ) 1,739 6,174 (4,435 )
Restructuring expenses 73 3,792 (3,719 ) 1,198 3,792 (2,594 )
Other expenses 32 586 (554 ) 827 644 183
Changes in non-cash working capital items (14,842 ) 42,015 (56,857 ) 38,850 43,767 (4,917 )
Capital and landfill asset purchases (46,876 ) (36,007 ) (10,869 ) (116,692 ) (84,611 ) (32,081 )
Financing
Interest on long-term debt - high yield
defeasance interest

-

1,663

(1,663
)
-

1,663

(1,663
)
Financing and landfill development costs (net of non-cash portion)
-

(290
)
290

-

(290
)
290
Purchase of restricted shares (4,226 ) (1,241 ) (2,985 ) (4,226 ) (1,241 ) (2,985 )
Net realized foreign exchange gain (51 ) (40 ) (11 ) (83 ) 14 (97 )
Free cash flow(B) $ 62,636 $ 63,250 $ (614 ) $ 197,979 $ 149,276 $ 48,703
Free cash flow(B)– adjusted EBITDA(A)approach
Three months ended September 30 Nine months ended September 30
2011 2010 Change 2011 2010 Change
Adjusted EBITDA(A) $ 140,961 $ 126,868 $ 14,093 $ 400,675 $ 292,237 $ 108,438
Purchase of restricted shares (4,226 ) (1,241 ) (2,985 ) (4,226 ) (1,241 ) (2,985 )
Capital and landfill asset purchases (46,876 ) (36,007 ) (10,869 ) (116,692 ) (84,611 ) (32,081 )
Landfill closure and post-closure expenditure (1,102 ) (1,609 ) 507 (3,162 ) (3,161 ) (1 )
Landfill closure and post-closure cost accretion expense
1,271

1,030

241

3,816

2,792

1,024
Interest on long-term debt (15,303 ) (17,783 ) 2,480 (48,363 ) (33,964 ) (14,399 )
Interest on long-term debt - high yield defeasance interest
-

1,663

(1,663
)
-

1,663

(1,663
)
Non-cash interest expense 1,640 1,985 (345 ) 4,355 3,410 945
Current income tax expense (13,729 ) (11,656 ) (2,073 ) (38,424 ) (27,849 ) (10,575 )
Free cash flow(B) $ 62,636 $ 63,250 $ (614 ) $ 197,979 $ 149,276 $ 48,703

Three and nine months ended

Excluding FX, approximately $1,700, free cash flow(B) decreased slightly in the current quarter. Adjusted EBITDA(A) improvements in the quarter were due to a combination of organic growth and other "tuck-in" acquisitions. The improvement in adjusted EBIDTA(A) was partially offset by higher capital and landfill asset purchases, higher restricted share purchases and higher current income tax expense. Higher capital and landfill asset purchases is largely due to timing as current year first and second quarter spending trailed prior year spending on a proportional basis. Higher restricted share purchases were due to current period awards to retain and incent certain management. Higher current income tax is due to higher income subject to tax resulting from organic and "tuck-in" acquisition growth.

For the year-to-date period, free cash flow(B) increased comparatively. The acquisition of WSI contributed to our free cash flow(B) and adjusted EBITDA(A) growth year-to-date. In addition, we also realized improvements to free cash flow(B) and adjusted EBITDA(A) from organic growth and "tuck-in" acquisitions. Capital and landfill asset purchases were also higher on a comparative basis for the same reasons as adjusted EBITDA(A) growth. While total capital and landfill asset purchases were lower in the year-to-date period ended June, proportionally they are now on pace with the prior year for the year-to-date period ended September. Higher debt levels resulting from our acquisition of WSI and "tuck-in" acquisitions is the primary reason for the increase in interest on long-term debt. Cash taxes also increased comparatively which is most pronounced in our Canadian business. The acquisition of WSI, "tuck-in" acquisitions, organic growth, net of divestitures, is the root cause of the rise in cash taxes in Canada.

Capital and landfill purchases

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

Three months ended September 30 Nine months ended September 30
2011 2010 Change 2011 2010 Change
Replacement $ 37,006 $ 25,317 $ 11,689 $ 88,067 $ 57,159 $ 30,908
Growth 9,870 10,690 (820 ) 28,625 27,452 1,173
Total $ 46,876 $ 36,007 $ 10,869 $ 116,692 $ 84,611 $ 32,081

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 nine months ended

In total, replacement expenditures increased comparatively in both the current quarter and year-to-date periods. Replacement expenditures in Canada increased approximately $6,600 in the quarter and approximately $4,200 of the increase pertains to landfill cell construction. The balance of the increase is largely due to the timing of spend for landfill equipment and vehicle purchases. Third quarter spending in the U.S. was also up in the quarter, approximately $5,100. Similar to Canada, the timing of cell construction and capital spending contributed to the increase in U.S. spending as well. Additionally, acquisitions completed in the U.S. have also contributed to the increase in replacement spending.

For the year, the acquisition of WSI was the largest single contributor to the comparative increase in replacement expenditures. As noted for the three months ended, additional cell construction and a larger business base due to recently completed acquisitions, has also contributed to the increase in comparative spending.

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 nine months ended

Growth expenditures were slightly off prior year levels for the quarter and only slightly above them year-to-date. For the quarter, growth expenditures were down in the U.S., approximately $1,600, while growth expenditures in Canada were up marginally, approximately $800. The decline in growth expenditures is due in part to weakness in the U.S. northeast while the increase in comparative growth expenditures in Canada is due principally to organic business growth.

On a year-to-date basis, growth expenditures are only up marginally, approximately $1,200. The U.S. increase is approximately $2,300 on the year, while Canadian growth expenditures have declined. Facility investment, approximately $1,000, coupled with spending for a municipal contract win, approximately $1,100, were the primary contributors to the increase in U.S. growth expenditures. Our Canadian business experienced a decline as a result of fewer comparative 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 September 30, 2011 are as follows:

Available lending Facility drawn Letters of credit Available capacity
Canadian long-term debt facilities - stated in Canadian dollars
Senior secured debenture, series B $ 58,000 $ 58,000 $ - $ -
Revolving credit facility $ 525,000 $ 332,000 $ 55,725 $ 137,275
U.S. long-term debt facilities - stated in U.S. dollars
Revolving credit facility $ 1,122,500 $ 828,500 $ 143,655 $ 150,345
Variable rate demand solid waste disposal revenue bonds ("IRBs")(4) $ 194,000 $ 109,000 $ - $ 85,000
Other $ 3,701 $ 3,701 $ - $ -
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 September 30, 2011, funded long-term debt to EBITDA is as follows:

September 30, 2011 December 31, 2010
Canada U.S. Canada U.S.
Funded debt to EBITDA 1.83 3.24 1.91 3.20
Funded debt to EBITDA maximum 3.00 4.00 3.00 4.00

Canadian facility

On September 30, 2011, advances under our Canadian facility were C$332,000 and total letters of credit amounted to approximately C$55,700. Available capacity at September 30, 2011, excluding the accordion, was approximately C$137,300 and our funded debt to EBITDA ratio (as defined and calculated in accordance with our Canadian facility) was 1.83 times.

We increased Canadian facility advances since December 31, 2010 by C$7,000. Satisfaction of accrued dividends, income taxes payable, payments made on accrued management compensation amounts owing for 2010 and share repurchases are the primary reasons for the increase. We applied any 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 September 30, 2011, advances under our U.S. facility were $828,500 and total letters of credit amounted to approximately $143,700. Available capacity under the facility at September 30, 2011, excluding the accordion, was approximately $150,300 and our funded debt to EBITDA ratio (as defined and calculated in accordance with our U.S. facility) was 3.24 times.

The increase in U.S. facility advances since December 31, 2010 totals $67,500 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 current year-to-date period for total cash consideration of approximately $135,900. 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. Financial covenants remained principally unchanged. However, the amended U.S. facility permits a maximum total funded debt to rolling four-quarter EBITDA ratio of 4.5 times and a maximum senior secured debt to rolling four-quarter EBITDA ratio of 3.5 times should the parent company, Progressive Waste Solutions Ltd., borrow an amount no less than $150,000 and loan these borrowings to IESI. In addition, the restriction precluding IESI from paying dividends if their funded debt to EBITDA ratio exceeds 3.9 times will increase to 4.4 times should IESI receive monies from parent company borrowings. The amended U.S. facility was also modified to allow IESI to be in compliance with the requirement to maintain interest rate hedges at fixed rates for at least 40% of total funded debt so long as its' in place interest rate hedges are not more than $10,000 under the 40% hedging requirement. This test is performed quarterly.

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 2.60 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, fair value adjustments attributable to stock options and restricted share expense. 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 September 30 Nine months ended September 30
2011 2010(5) 2011 2010(5)
Operating income $ 76,221 $ 54,854 $ 204,657 $ 129,681
Transaction and related costs - SG&A 966 2,084 1,739 6,174
Fair value movements in stock options - SG&A (5,643 ) 2,730 (4,123 ) 6,170
Restricted share expense - SG&A 1,028 568 1,381 1,398
Restructuring expenses 73 3,792 1,198 3,792
Adjusted operating income 72,645 64,028 204,852 147,215
Net (gain) or loss on sale of capital assets (1,092 ) 50 (2,871 ) (381 )
Amortization 69,408 62,790 198,694 145,403
Adjusted EBITDA $ 140,961 $ 126,868 $ 400,675 $ 292,237
Net income $ 40,347 $ 23,941 $ 100,052 $ 60,486
Transaction and related costs - SG&A 966 2,084 1,739 6,174
Fair value movements in stock options - SG&A (5,643 ) 2,730 (4,123 ) 6,170
Restricted share expense - SG&A 1,028 568 1,381 1,398
Restructuring expenses 73 3,792 1,198 3,792
Interest on long-term debt - 2,409 - 2,409
Net (gain) or loss on financial instruments (1,528 ) (1,498 ) (3,883 ) (3,248 )
Other expenses 32 586 827 644
Net income tax expense or recovery (170 ) (2,083 ) (183 ) (2,635 )
Adjusted net income $ 35,105 $ 32,529 $ 97,008 $ 75,190

Note:

(5) Prior period amounts have been adjusted to conform to the current period's presentation.

(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, October 26, 2011, at 8:30 a.m. (ET) to discuss results for the three and nine months ended September 30, 2011. Participants may listen to the call by dialling 1-888-300-0053, conference ID 15539749, at approximately 8:20 a.m. (ET). International or local callers should dial 647-427-3420. The call will also be webcast live at http://www.streetevents.com/ and at http://www.progressivewaste.com/.
A replay will be available after the call until Wednesday, November 9, 2011, at midnight, and can be accessed by dialling 1-855-859-2056, conference ID 15539749. International or local callers can access the replay by dialling 404-537-3406. The audio webcast will also be archived at http://www.streetevents.com/ and http://www.progressivewaste.com/.
Progressive Waste Solutions Ltd. (formerly IESI-BFC Ltd.)
Condensed Consolidated Balance Sheets
September 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)
September
30, 2011
December
31, 2010
ASSETS
CURRENT
Cash and cash equivalents $ 16,876 $ 13,406
Accounts receivable 223,532 207,098
Other receivables 430 472
Prepaid expenses 28,986 27,254
Restricted cash 446 434
Other assets 1,038 1,928
271,308 250,592
OTHER RECEIVABLES 458 806
FUNDED LANDFILL POST-CLOSURE COSTS 8,929 8,949
INTANGIBLES 273,440 272,082
GOODWILL 1,120,073 1,081,868
LANDFILL DEVELOPMENT ASSETS 14,019 12,174
DEFERRED FINANCING COSTS 21,407 21,157
CAPITAL ASSETS 763,752 758,287
LANDFILL ASSETS 953,886 975,691
INVESTMENT IN EQUITY ACCOUNTED INVESTEE 3,888 4,117
OTHER ASSETS 897 4,764
$ 3,432,057 $ 3,390,487
LIABILITIES
CURRENT
Accounts payable $ 108,959 $ 100,181
Accrued charges 125,236 136,629
Dividends payable 14,453 15,296
Income taxes payable 9,967 14,425
Deferred revenues 17,133 20,378
Current portion of long-term debt 1,500 1,500
Landfill closure and post-closure costs 6,223 8,229
Other liabilities 4,532 6,091
288,003 302,729
LONG-TERM DEBT 1,315,098 1,258,159
LANDFILL CLOSURE AND POST-CLOSURE COSTS 100,845 90,010
OTHER LIABILITIES 8,672 7,329
DEFERRED INCOME TAXES 91,854 85,665
1,804,472 1,743,892
SHAREHOLDERS' EQUITY
Common shares (authorized - unlimited, issued and outstanding - 119,864,675 (December 31, 2010 - 121,429,737)) 1,853,297 1,878,286
Restricted shares (issued and outstanding - 252,150 (December 31, 2010 - 277,150)) (5,353 ) (5,169 )
Additional paid in capital 2,711 7,092
Accumulated deficit (147,143 ) (188,972 )
Accumulated other comprehensive loss (75,927 ) (44,642 )
Total shareholders' equity 1,627,585 1,646,595
$ 3,432,057 $ 3,390,487
Progressive Waste Solutions Ltd. (formerly IESI-BFC Ltd.)
Condensed Consolidated Statements of Operations and Comprehensive Income
For the three and nine months ended September 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 Nine months ended
2011 2010 2011 2010
REVENUES $ 490,522 $ 436,262 $ 1,382,884 $ 999,886
EXPENSES
OPERATING 294,475 259,075 820,784 584,712
SELLING, GENERAL AND ADMINISTRATION 51,437 55,701 160,422 136,679
RESTRUCTURING 73 3,792 1,198 3,792
AMORTIZATION 69,408 62,790 198,694 145,403
NET (GAIN) LOSS ON SALE OF CAPITAL ASSETS (1,092 ) 50 (2,871 ) (381 )
OPERATING INCOME 76,221 54,854 204,657 129,681
INTEREST ON LONG-TERM DEBT 15,303 17,783 48,363 33,964
NET FOREIGN EXCHANGE (GAIN) LOSS (51 ) (40 ) (83 ) 14
NET GAIN ON FINANCIAL INSTRUMENTS (1,528 ) (1,498 ) (3,883 ) (3,248 )
OTHER EXPENSES 32 586 827 644
INCOME BEFORE INCOME TAX EXPENSE AND NET LOSS FROM EQUITY
ACCOUNTED INVESTEE 62,465 38,023 159,433 98,307
INCOME TAX EXPENSE
Current 13,729 11,656 38,424 27,849
Deferred 8,357 2,356 20,899 9,856
22,086 14,012 59,323 37,705
NET LOSS FROM EQUITY ACCOUNTED INVESTEE 32 70 58 116
NET INCOME 40,347 23,941 100,052 60,486
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment (44,594 ) 15,510 (25,840 ) 13,105
Derivatives designated as cash flow hedges, net of income tax $2,563 and $3,411 (2010 - ($668) and $27) (4,767 ) 1,241 (6,340 ) (98 )
Settlement of derivatives designated as cash flow hedges, net of income tax ($78) and ($481) (2010 - $40 and $99) 147 (75 ) 895 (185 )
COMPREHENSIVE (LOSS) INCOME $ (8,867 ) $ 40,617 $ 68,767 $ 73,308
NET INCOME - CONTROLLING INTEREST $ 40,347 $ 21,977 $ 100,052 $ 54,200
NET INCOME - NON-CONTROLLING INTEREST $ - $ 1,964 $ - $ 6,286
COMPREHENSIVE (LOSS) INCOME - CONTROLLING INTEREST $ (8,867 ) $ 37,285 $ 68,767 $ 66,110
COMPREHENSIVE INCOME - NON-CONTROLLING INTEREST $ - $ 3,332 $ - $ 7,198
Net income per weighted average share, basic $ 0.33 $ 0.20 $ 0.83 $ 0.59
Net income per weighted average share, diluted $ 0.33 $ 0.20 $ 0.83 $ 0.59
Weighted average number of shares outstanding (thousands), basic 120,767 109,866 121,067 91,632
Weighted average number of shares outstanding (thousands), diluted 120,767 120,914 121,067 102,692
Progressive Waste Solutions Ltd. (formerly IESI-BFC Ltd.)
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 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 Nine months ended
2011 2010 2011 2010
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES
OPERATING
Net income $ 40,347 $ 23,941 $ 100,052 $ 60,486
Items not affecting cash
Restricted share expense 1,028 568 1,381 1,398
Write-off of landfill development assets - 290 - 290
Accretion of landfill closure and post-closure costs 1,271 1,030 3,816 2,792
Amortization of intangibles 12,877 11,152 36,977 24,434
Amortization of capital assets 33,145 30,980 97,745 70,019
Amortization of landfill assets 23,386 20,658 63,972 50,950
Interest on long-term debt (amortization of deferred financing costs) 1,640 1,985 4,355 3,410
Net (gain) loss on sale of capital assets (1,092 ) 50 (2,871 ) (381 )
Net gain on financial instruments (1,528 ) (1,498 ) (3,883 ) (3,248 )
Deferred income taxes 8,357 2,356 20,899 9,856
Net loss from equity accounted investee 32 70 58 116
Landfill closure and post-closure expenditures (1,102 ) (1,609 ) (3,162 ) (3,161 )
Changes in non-cash working capital items 14,842 (42,015 ) (38,850 ) (43,767 )
Cash generated from operating activities 133,203 47,958 280,489 173,194
INVESTING
Acquisitions, net of cash acquired (49,471 ) (71,117 ) (139,506 ) (125,052 )
Restricted cash deposits - (9 ) (12 ) (52 )
Proceeds from other receivables 122 146 356 430
Funded landfill post-closure costs (131 ) (116 ) (310 ) (201 )
Purchase of capital assets (28,100 ) (24,412 ) (77,033 ) (59,071 )
Purchase of landfill assets (18,776 ) (11,595 ) (39,659 ) (25,540 )
Proceeds from the sale of capital assets 1,754 1,982 5,204 2,672
Proceeds from asset divestitures - 12,089 - 12,089
Investment in landfill development assets (1,594 ) (725 ) (4,711 ) (1,667 )
Cash utilized in investing activities (96,196 ) (93,757 ) (255,671 ) (196,392 )
FINANCING
Payment of deferred financing costs (3,786 ) (13,850 ) (4,806 ) (15,915 )
Proceeds from long-term debt 94,550 897,686 331,163 997,551
Repayment of long-term debt (86,861 ) (830,492 ) (257,630 ) (924,517 )
Common shares issued, net of issue costs - (144 ) - (156 )
Proceeds from the exercise of stock options - 3,741 855 3,741
Repurchase of common shares (15,556 ) - (39,056 ) -
Purchase of restricted shares (4,226 ) (1,241 ) (4,226 ) (1,241 )
Dividends paid to share and participating preferred share holders (15,408 ) (11,240 ) (46,431 ) (33,824 )
Cash (utilized in) generated from financing activities (31,287 ) 44,460 (20,131 ) 25,639
Effect of foreign currency translation on cash and cash equivalents (1,735 ) 581 (1,217 ) 22
NET CASH INFLOW (OUTFLOW) 3,985 (758 ) 3,470 2,463
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD OR YEAR 12,891 8,212 13,406 4,991
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 16,876 $ 7,454 $ 16,876 $ 7,454
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash and cash equivalents are comprised of:
Cash $ 16,875 $ 7,451 $ 16,875 $ 7,451
Cash equivalents 1 3 1 3
$ 16,876 $ 7,454 $ 16,876 $ 7,454
Cash paid during the period for:
Income taxes $ 9,206 $ 17,044 $ 40,598 $ 23,465
Interest $ 15,317 $ 14,637 $ 46,595 $ 30,494

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