UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
(Mark One)
| | | | | |
☑
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended SeptemberJune 30, 20192020
or
| | | | | |
☐
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 1-14267
_________________________________________________________
REPUBLIC SERVICES, INC.
(Exact name of registrant as specified in its charter)
_________________________________________________________
| | | | | | | | |
| Delaware | | 65-0716904 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | |
| 18500 North Allied Way | | 85054 |
| Phoenix, | Arizona | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (480) 627-2700
_________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | RSG | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
| Large accelerated filer | þ | Accelerated filer | ¨ | Smaller reporting company | ☐
|
| Non-accelerated filer | ¨ | | | Emerging growth company | ☐
|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | | | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
As of October 23, 2019,July 31, 2020, the registrant had outstanding 319,144,722318,493,338 shares of Common Stock, par value $0.01 per share (excluding treasury shares of 34,111,724)35,787,916).
REPUBLIC SERVICES, INC.
INDEX
| | | | | | | | |
| | |
| Item 1. | | |
| Consolidated Balance Sheets as of SeptemberJune 30, 20192020 (Unaudited) and December 31, 20182019 | |
| Unaudited Consolidated Statement of Income for the Three and NineSix Months Ended SeptemberJune 30, 20192020 and 20182019 | |
| Unaudited Consolidated Statement of Comprehensive Income for the Three and NineSix Months Ended SeptemberJune 30, 20192020 and 20182019 | |
| Unaudited Consolidated Statement of Stockholders' Equity for the Three and NineSix Months Ended SeptemberJune 30, 20192020 and 20182019 | |
| Unaudited Consolidated Statement of Cash Flows for the NineSix Months Ended SeptemberJune 30, 20192020 and 20182019 | |
| | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| | |
| | |
| Item 1. | | |
| Item 1A. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| Item 5. | | |
| Item 6. | | |
| | |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
REPUBLIC SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
| | | September 30, | | December 31, | | June 30, | | December 31, |
| | 2019 | | 2018 | | 2020 | | 2019 |
| | | (Unaudited) | | | | (Unaudited) | | |
| ASSETS | ASSETS | | ASSETS | |
| Current assets: | Current assets: | | Current assets: | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 55.6 | | | $ | 70.5 | | Cash and cash equivalents | $ | 269.7 | | | $ | 47.1 | |
| Accounts receivable, less allowance for doubtful accounts and other of $35.7 and $34.3, respectively | 1,162.9 | | | 1,102.7 | | |
| Accounts receivable, less allowance for doubtful accounts and other of $34.3 and $34.0, respectively | | Accounts receivable, less allowance for doubtful accounts and other of $34.3 and $34.0, respectively | 1,066.5 | | | 1,125.9 | |
| Prepaid expenses and other current assets | Prepaid expenses and other current assets | 255.4 | | | 391.2 | | Prepaid expenses and other current assets | 232.6 | | | 433.0 | |
| | Total current assets | Total current assets | 1,473.9 | | | 1,564.4 | | Total current assets | 1,568.8 | | | 1,606.0 | |
| Restricted cash and marketable securities | Restricted cash and marketable securities | 121.3 | | | 108.1 | | Restricted cash and marketable securities | 142.6 | | | 179.4 | |
| Property and equipment, net | Property and equipment, net | 8,257.6 | | | 8,020.1 | | Property and equipment, net | 8,499.1 | | | 8,383.5 | |
| Goodwill | Goodwill | 11,650.5 | | | 11,400.1 | | Goodwill | 11,673.5 | | | 11,633.4 | |
| Other intangible assets, net | Other intangible assets, net | 124.1 | | | 106.5 | | Other intangible assets, net | 126.7 | | | 133.9 | |
| Other assets | Other assets | 701.7 | | | 417.8 | | Other assets | 815.6 | | | 747.6 | |
| Total assets | Total assets | $ | 22,329.1 | | | $ | 21,617.0 | | Total assets | $ | 22,826.3 | | | $ | 22,683.8 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | | LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| Current liabilities: | Current liabilities: | | Current liabilities: | |
| Accounts payable | Accounts payable | $ | 697.2 | | | $ | 761.5 | | Accounts payable | $ | 657.4 | | | $ | 777.9 | |
| Notes payable and current maturities of long-term debt | Notes payable and current maturities of long-term debt | 912.8 | | | 690.7 | | Notes payable and current maturities of long-term debt | 60.0 | | | 929.9 | |
| Deferred revenue | Deferred revenue | 341.1 | | | 338.7 | | Deferred revenue | 334.6 | | | 336.0 | |
| Accrued landfill and environmental costs, current portion | Accrued landfill and environmental costs, current portion | 153.2 | | | 130.6 | | Accrued landfill and environmental costs, current portion | 128.1 | | | 132.6 | |
| Accrued interest | Accrued interest | 79.7 | | | 68.5 | | Accrued interest | 68.4 | | | 74.0 | |
| Other accrued liabilities | Other accrued liabilities | 813.4 | | | 728.6 | | Other accrued liabilities | 817.6 | | | 814.2 | |
| Total current liabilities | Total current liabilities | 2,997.4 | | | 2,718.6 | | Total current liabilities | 2,066.1 | | | 3,064.6 | |
| Long-term debt, net of current maturities | Long-term debt, net of current maturities | 7,705.8 | | | 7,646.8 | | Long-term debt, net of current maturities | 8,598.0 | | | 7,758.6 | |
| Accrued landfill and environmental costs, net of current portion | Accrued landfill and environmental costs, net of current portion | 1,702.0 | | | 1,701.6 | | Accrued landfill and environmental costs, net of current portion | 1,724.1 | | | 1,703.2 | |
| Deferred income taxes and other long-term tax liabilities, net | Deferred income taxes and other long-term tax liabilities, net | 1,074.6 | | | 1,028.3 | | Deferred income taxes and other long-term tax liabilities, net | 1,186.8 | | | 1,180.6 | |
| Insurance reserves, net of current portion | Insurance reserves, net of current portion | 279.3 | | | 270.8 | | Insurance reserves, net of current portion | 274.5 | | | 276.5 | |
| Other long-term liabilities | Other long-term liabilities | 591.5 | | | 321.4 | | Other long-term liabilities | 745.9 | | | 579.4 | |
| Commitments and contingencies | Commitments and contingencies | | | | | | Commitments and contingencies | | | |
| Stockholders’ equity: | Stockholders’ equity: | | Stockholders’ equity: | |
| Preferred stock, par value $0.01 per share; 50 shares authorized; none issued | — | | | — | | |
| Common stock, par value $0.01 per share; 750 shares authorized; 353.3 and 351.9 issued and outstanding, respectively | 3.5 | | | 3.5 | | |
| Preferred stock, par value $0.01 per share; 50 shares authorized; NaN issued | | Preferred stock, par value $0.01 per share; 50 shares authorized; NaN issued | — | | | — | |
| Common stock, par value $0.01 per share; 750 shares authorized; 354.1 and 353.3 issued including shares held in treasury, respectively | | Common stock, par value $0.01 per share; 750 shares authorized; 354.1 and 353.3 issued including shares held in treasury, respectively | 3.5 | | | 3.5 | |
| Additional paid-in capital | Additional paid-in capital | 4,979.5 | | | 4,924.9 | | Additional paid-in capital | 5,026.6 | | | 4,994.8 | |
| Retained earnings | Retained earnings | 5,155.9 | | | 4,750.5 | | Retained earnings | 5,529.2 | | | 5,317.3 | |
| Treasury stock, at cost; 33.9 and 29.4 shares, respectively | (2,153.9) | | | (1,782.6) | | |
| Treasury stock, at cost; 35.9 and 34.5 shares, respectively | | Treasury stock, at cost; 35.9 and 34.5 shares, respectively | (2,315.7) | | | (2,199.6) | |
| Accumulated other comprehensive income (loss), net of tax | Accumulated other comprehensive income (loss), net of tax | (8.5) | | | 30.8 | | Accumulated other comprehensive income (loss), net of tax | (16.5) | | | 2.2 | |
| Total Republic Services, Inc. stockholders’ equity | Total Republic Services, Inc. stockholders’ equity | 7,976.5 | | | 7,927.1 | | Total Republic Services, Inc. stockholders’ equity | 8,227.1 | | | 8,118.2 | |
| Non-controlling interests in consolidated subsidiary | Non-controlling interests in consolidated subsidiary | 2.0 | | | 2.4 | | Non-controlling interests in consolidated subsidiary | 3.8 | | | 2.7 | |
| Total stockholders’ equity | Total stockholders’ equity | 7,978.5 | | | 7,929.5 | | Total stockholders’ equity | 8,230.9 | | | 8,120.9 | |
| Total liabilities and stockholders’ equity | Total liabilities and stockholders’ equity | $ | 22,329.1 | | | $ | 21,617.0 | | Total liabilities and stockholders’ equity | $ | 22,826.3 | | | $ | 22,683.8 | |
The accompanying notes are an integral part of these statements.
REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTSTATEMENTS OF INCOME
(in millions, except per share data)
| | | Three Months Ended September 30, | | | | Nine Months Ended September 30, | | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | | 2019 | | 2018 | | 2019 | | 2018 | | 2020 | | 2019 | | 2020 | | 2019 |
| Revenue | Revenue | $ | 2,646.9 | | | $ | 2,565.7 | | | $ | 7,722.7 | | | $ | 7,510.9 | | Revenue | $ | 2,454.4 | | | $ | 2,605.3 | | | $ | 5,008.3 | | | $ | 5,075.9 | |
| Expenses: | Expenses: | | Expenses: | |
| Cost of operations | Cost of operations | 1,631.4 | | | 1,577.4 | | | 4,754.4 | | | 4,624.4 | | Cost of operations | 1,468.1 | | | 1,617.0 | | | 3,018.2 | | | 3,123.1 | |
| Depreciation, amortization and depletion | Depreciation, amortization and depletion | 267.3 | | | 262.4 | | | 783.1 | | | 781.0 | | Depreciation, amortization and depletion | 269.1 | | | 264.2 | | | 537.7 | | | 515.8 | |
| Accretion | Accretion | 20.5 | | | 20.1 | | | 61.4 | | | 60.7 | | Accretion | 20.8 | | | 20.5 | | | 41.7 | | | 40.9 | |
| Selling, general and administrative | Selling, general and administrative | 275.4 | | | 260.9 | | | 806.3 | | | 775.0 | | Selling, general and administrative | 262.1 | | | 264.5 | | | 539.2 | | | 530.9 | |
| | Gain on disposition of assets and asset impairments, net | (24.0) | | | (4.6) | | | (23.5) | | | (5.3) | | |
| Withdrawal costs - multiemployer pension funds | | Withdrawal costs - multiemployer pension funds | 31.6 | | | — | | | 35.9 | | | — | |
| Loss on business divestitures and impairments, net | | Loss on business divestitures and impairments, net | 5.3 | | | 0.2 | | | 1.4 | | | 0.5 | |
| Restructuring charges | Restructuring charges | 8.5 | | | 9.2 | | | 13.0 | | | 22.5 | | Restructuring charges | 2.2 | | | 1.5 | | | 6.0 | | | 4.5 | |
| Operating income | Operating income | 467.8 | | | 440.3 | | | 1,328.0 | | | 1,252.6 | | Operating income | 395.2 | | | 437.4 | | | 828.2 | | | 860.2 | |
| Interest expense | Interest expense | (98.0) | | | (96.0) | | | (296.9) | | | (287.3) | | Interest expense | (91.6) | | | (98.5) | | | (188.2) | | | (198.9) | |
| Loss from unconsolidated equity method investment | (4.0) | | | (5.6) | | | (27.2) | | | (5.7) | | |
| Loss on extinguishment of debt | — | | | — | | | — | | | (0.3) | | |
| Loss from unconsolidated equity method investments | | Loss from unconsolidated equity method investments | (9.4) | | | (11.5) | | | (22.6) | | | (23.1) | |
| | Interest income | Interest income | 2.0 | | | 0.5 | | | 5.4 | | | 1.0 | | Interest income | 3.3 | | | 1.4 | | | 3.6 | | | 3.3 | |
| Other income, net | 1.7 | | | 1.1 | | | 1.6 | | | 3.3 | | |
| Other income (loss), net | | Other income (loss), net | 2.6 | | | (0.2) | | | 1.7 | | | (0.1) | |
| Income before income taxes | Income before income taxes | 369.5 | | | 340.3 | | | 1,010.9 | | | 963.6 | | Income before income taxes | 300.1 | | | 328.6 | | | 622.7 | | | 641.4 | |
| Provision for income taxes | Provision for income taxes | 71.5 | | | 77.4 | | | 227.1 | | | 227.1 | | Provision for income taxes | 73.8 | | | 77.7 | | | 149.6 | | | 155.6 | |
| Net income | Net income | 298.0 | | | 262.9 | | | 783.8 | | | 736.5 | | Net income | 226.3 | | | 250.9 | | | 473.1 | | | 485.8 | |
| Net loss (income) attributable to non-controlling interests in consolidated subsidiary | 0.3 | | | 0.5 | | | 0.2 | | | (0.5) | | |
| Net (income) loss attributable to non-controlling interests in consolidated subsidiary | | Net (income) loss attributable to non-controlling interests in consolidated subsidiary | (0.8) | | | 0.6 | | | (1.3) | | | (0.1) | |
| Net income attributable to Republic Services, Inc. | Net income attributable to Republic Services, Inc. | $ | 298.3 | | | $ | 263.4 | | | $ | 784.0 | | | $ | 736.0 | | Net income attributable to Republic Services, Inc. | $ | 225.5 | | | $ | 251.5 | | | $ | 471.8 | | | $ | 485.7 | |
| Basic earnings per share attributable to Republic Services, Inc. stockholders: | Basic earnings per share attributable to Republic Services, Inc. stockholders: | | | | | | | | Basic earnings per share attributable to Republic Services, Inc. stockholders: | | | | | | | |
| Basic earnings per share | Basic earnings per share | $ | 0.93 | | | $ | 0.81 | | | $ | 2.44 | | | $ | 2.25 | | Basic earnings per share | $ | 0.71 | | | $ | 0.78 | | | $ | 1.48 | | | $ | 1.51 | |
| Weighted average common shares outstanding | Weighted average common shares outstanding | 320.6 | | | 325.5 | | | 321.5 | | | 327.8 | | Weighted average common shares outstanding | 319.0 | | | 321.7 | | | 319.3 | | | 322.0 | |
| Diluted earnings per share attributable to Republic Services, Inc. stockholders: | Diluted earnings per share attributable to Republic Services, Inc. stockholders: | | | | | | | | Diluted earnings per share attributable to Republic Services, Inc. stockholders: | | | | | | | |
| Diluted earnings per share | Diluted earnings per share | $ | 0.93 | | | $ | 0.81 | | | $ | 2.43 | | | $ | 2.23 | | Diluted earnings per share | $ | 0.71 | | | $ | 0.78 | | | $ | 1.47 | | | $ | 1.50 | |
| Weighted average common and common equivalent shares outstanding | Weighted average common and common equivalent shares outstanding | 321.7 | | | 326.9 | | | 322.6 | | | 329.3 | | Weighted average common and common equivalent shares outstanding | 319.6 | | | 322.8 | | | 319.9 | | | 323.1 | |
| Cash dividends per common share | Cash dividends per common share | $ | 0.405 | | | $ | 0.375 | | | $ | 1.155 | | | $ | 1.065 | | Cash dividends per common share | $ | 0.405 | | | $ | 0.375 | | | $ | 0.810 | | | $ | 0.750 | |
The accompanying notes are an integral part of these statements.
REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTSTATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| | | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | | 2019 | | 2018 | | 2019 | | 2018 | | 2020 | | 2019 | | 2020 | | 2019 |
| Net income | Net income | $ | 298.0 | | | $ | 262.9 | | | $ | 783.8 | | | $ | 736.5 | | Net income | $ | 226.3 | | | $ | 250.9 | | | $ | 473.1 | | | $ | 485.8 | |
| Other comprehensive income (loss), net of tax | Other comprehensive income (loss), net of tax | | | | | | | | Other comprehensive income (loss), net of tax | | | | | | | |
| Hedging activity: | Hedging activity: | | Hedging activity: | |
| Settlements | — | | | 1.2 | | | — | | | 2.8 | | |
| Realized gain reclassified into earnings | (0.5) | | | (1.2) | | | (0.9) | | | (2.2) | | |
| Unrealized (loss) gain | (11.9) | | | 3.2 | | | (43.0) | | | 32.7 | | |
| | Realized loss (gain) reclassified into earnings | | Realized loss (gain) reclassified into earnings | 1.2 | | | (0.2) | | | 2.0 | | | (0.3) | |
| Unrealized loss | | Unrealized loss | (0.1) | | | (19.9) | | | (22.3) | | | (31.2) | |
| Pension activity: | Pension activity: | | Pension activity: | |
| Change in funded status of pension plan obligations | Change in funded status of pension plan obligations | — | | | — | | | (0.8) | | | — | | Change in funded status of pension plan obligations | — | | | (0.8) | | | 1.6 | | | (0.8) | |
| | Other comprehensive income (loss), net of tax | Other comprehensive income (loss), net of tax | (12.4) | | | 3.2 | | | (44.7) | | | 33.3 | | Other comprehensive income (loss), net of tax | 1.1 | | | (20.9) | | | (18.7) | | | (32.3) | |
| Comprehensive income | Comprehensive income | 285.6 | | | 266.1 | | | 739.1 | | | 769.8 | | Comprehensive income | 227.4 | | | 230.0 | | | 454.4 | | | 453.5 | |
| Comprehensive loss (income) attributable to non-controlling interests | 0.3 | | | 0.5 | | | 0.2 | | | (0.5) | | |
| Comprehensive (income) loss attributable to non-controlling interests | | Comprehensive (income) loss attributable to non-controlling interests | (0.8) | | | 0.6 | | | (1.3) | | | (0.1) | |
| Comprehensive income attributable to Republic Services, Inc. | Comprehensive income attributable to Republic Services, Inc. | $ | 285.9 | | | $ | 266.6 | | | $ | 739.3 | | | $ | 769.3 | | Comprehensive income attributable to Republic Services, Inc. | $ | 226.6 | | | $ | 230.6 | | | $ | 453.1 | | | $ | 453.4 | |
The accompanying notes are an integral part of these statements.
REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTSTATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
| | | Republic Services, Inc. Stockholders’ Equity | | | | Republic Services, Inc. Stockholders’ Equity | | |
| | Common Stock | | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | | Accumulated Other Comprehensive Income, Net of Tax | | Non-controlling
Interests In Consolidated Subsidiary | | | Common Stock | | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | | Accumulated Other Comprehensive Income (Loss), Net of Tax | | Non-controlling
Interests In Consolidated Subsidiary | |
| | Shares | | Amount | | | | | | Shares | | Amount | | | | | | Total | | Shares | | Amount | | | | | | Shares | | Amount | | | | | | Total |
| Balance as of December 31, 2018 | | 351.9 | | | $ | 3.5 | | | $ | 4,924.9 | | | $ | 4,750.5 | | | (29.4) | | | $ | (1,782.6) | | | $ | 30.8 | | | $ | 2.4 | | | $ | 7,929.5 | | |
| Adoption of accounting standard | — | | | — | | | — | | | (5.4) | | | — | | | — | | | 5.4 | | | — | | | — | | |
| Net income | — | | | — | | | — | | | 234.2 | | | — | | | — | | | — | | | 0.7 | | | 234.9 | | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | (11.4) | | | — | | | (11.4) | | |
| Cash dividends declared | — | | | — | | | — | | | (120.7) | | | — | | | — | | | — | | | — | | | (120.7) | | |
| Issuances of common stock | 0.9 | | | — | | | 7.7 | | | — | | | (0.2) | | | (16.8) | | | — | | | — | | | (9.1) | | |
| Stock-based compensation | — | | | — | | | 12.0 | | | (1.1) | | | — | | | — | | | — | | | — | | | 10.9 | | |
| Purchase of common stock for treasury | — | | | — | | | — | | | — | | | (1.5) | | | (111.5) | | | — | | | — | | | (111.5) | | |
| | Balance as of March 31, 2019 | 352.8 | | | 3.5 | | | 4,944.6 | | | 4,857.5 | | | (31.1) | | | (1,910.9) | | | 24.8 | | | 3.1 | | | 7,922.6 | | |
| Balance as of December 31, 2019 | | Balance as of December 31, 2019 | 353.3 | | | $ | 3.5 | | | $ | 4,994.8 | | | $ | 5,317.3 | | | (34.5) | | | $ | (2,199.6) | | | $ | 2.2 | | | $ | 2.7 | | | $ | 8,120.9 | |
| | Net income | Net income | — | | | — | | | — | | | 251.5 | | | — | | | — | | | — | | | (0.6) | | | 250.9 | | Net income | — | | | — | | | — | | | 246.3 | | | — | | | — | | | — | | | 0.5 | | | 246.8 | |
| Other comprehensive loss | Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | (20.9) | | | — | | | (20.9) | | Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | (19.8) | | | — | | | (19.8) | |
| Cash dividends declared | Cash dividends declared | — | | | — | | | — | | | (120.2) | | | — | | | — | | | — | | | — | | | (120.2) | | Cash dividends declared | — | | | — | | | — | | | (128.9) | | | — | | | — | | | — | | | — | | | (128.9) | |
| Issuances of common stock | Issuances of common stock | 0.2 | | | — | | | 6.3 | | | — | | | — | | | (0.3) | | | — | | | — | | | 6.0 | | Issuances of common stock | 0.7 | | | — | | | 7.5 | | | — | | | (0.2) | | | (17.0) | | | — | | | — | | | (9.5) | |
| Stock-based compensation | Stock-based compensation | — | | | — | | | 9.8 | | | (0.9) | | | — | | | — | | | — | | | — | | | 8.9 | | Stock-based compensation | — | | | — | | | 10.8 | | | (1.1) | | | — | | | — | | | — | | | — | | | 9.7 | |
| Purchase of common stock for treasury | Purchase of common stock for treasury | — | | | — | | | — | | | — | | | (1.1) | | | (91.9) | | | — | | | — | | | (91.9) | | Purchase of common stock for treasury | — | | | — | | | — | | | — | | | (1.2) | | | (98.8) | | | — | | | — | | | (98.8) | |
| Distributions paid | Distributions paid | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (0.2) | | | (0.2) | | Distributions paid | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (0.2) | | | (0.2) | |
| Balance as of June 30, 2019 | 353.0 | | | 3.5 | | | 4,960.7 | | | 4,987.9 | | | (32.2) | | | (2,003.1) | | | 3.9 | | | 2.3 | | | 7,955.2 | | |
| Balance as of March 31, 2020 | | Balance as of March 31, 2020 | 354.0 | | | 3.5 | | | 5,013.1 | | | 5,433.6 | | | (35.9) | | | (2,315.4) | | | (17.6) | | | 3.0 | | | 8,120.2 | |
| | Net income | Net income | — | | | — | | | — | | | 298.3 | | | — | | | — | | | — | | | (0.3) | | | 298.0 | | Net income | — | | | — | | | — | | | 225.5 | | | — | | | — | | | — | | | 0.8 | | | 226.3 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | (12.4) | | | — | | | (12.4) | | |
| Other comprehensive income | | Other comprehensive income | — | | | — | | | — | | | — | | | — | | | — | | | 1.1 | | | — | | | 1.1 | |
| Cash dividends declared | Cash dividends declared | — | | | — | | | — | | | (129.3) | | | — | | | — | | | — | | | — | | | (129.3) | | Cash dividends declared | — | | | — | | | — | | | (129.0) | | | — | | | — | | | — | | | — | | | (129.0) | |
| Issuances of common stock | Issuances of common stock | 0.3 | | | — | | | 8.7 | | | — | | | — | | | (0.3) | | | — | | | — | | | 8.4 | | Issuances of common stock | 0.1 | | | — | | | 3.1 | | | — | | | — | | | (0.3) | | | — | | | — | | | 2.8 | |
| Stock-based compensation | Stock-based compensation | — | | | — | | | 10.1 | | | (1.0) | | | — | | | — | | | — | | | — | | | 9.1 | | Stock-based compensation | — | | | — | | | 10.4 | | | (0.9) | | | — | | | — | | | — | | | — | | | 9.5 | |
| Purchase of common stock for treasury | — | | | — | | | — | | | — | | | (1.7) | | | (150.5) | | | — | | | — | | | (150.5) | | |
| | Balance as of September 30, 2019 | 353.3 | | | $ | 3.5 | | | $ | 4,979.5 | | | $ | 5,155.9 | | | (33.9) | | | $ | (2,153.9) | | | $ | (8.5) | | | $ | 2.0 | | | $ | 7,978.5 | | |
| | Balance as of June 30, 2020 | | Balance as of June 30, 2020 | 354.1 | | | $ | 3.5 | | | $ | 5,026.6 | | | $ | 5,529.2 | | | (35.9) | | | $ | (2,315.7) | | | $ | (16.5) | | | $ | 3.8 | | | $ | 8,230.9 | |
|
The accompanying notes are an integral part of these statements.
REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY - (CONTINUED)
(in millions)
| | | Republic Services, Inc. Stockholders’ Equity | | | | Republic Services, Inc. Stockholders’ Equity | | |
| | Common Stock | | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | | Accumulated Other Comprehensive Income, Net of Tax | | Non-controlling
Interests In Consolidated Subsidiary | | | Common Stock | | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | | Accumulated Other Comprehensive Income, Net of Tax | | Non-controlling
Interests In Consolidated Subsidiary | |
| | Shares | | Amount | | | | | | Shares | | Amount | | | | | | Total | | Shares | | Amount | | | | | | Shares | | Amount | | | | | | Total |
| Balance as of December 31, 2017 | 350.1 | | | $ | 3.5 | | | $ | 4,839.6 | | | $ | 4,152.5 | | | (18.4) | | | $ | (1,059.4) | | | $ | 22.6 | | | $ | 2.3 | | | $ | 7,961.1 | | |
| Balance as of December 31, 2018 | | Balance as of December 31, 2018 | 351.9 | | | $ | 3.5 | | | $ | 4,924.9 | | | $ | 4,750.5 | | | (29.4) | | | $ | (1,782.6) | | | $ | 30.8 | | | $ | 2.4 | | | $ | 7,929.5 | |
| Adoption of accounting standard, net of tax | Adoption of accounting standard, net of tax | — | | | — | | | — | | | 33.4 | | | — | | | — | | | — | | | — | | | 33.4 | | Adoption of accounting standard, net of tax | — | | | — | | | — | | | (3.1) | | | — | | | — | | | 3.1 | | | — | | | — | |
| Net income | Net income | — | | | — | | | — | | | 237.7 | | | — | | | — | | | — | | | 0.2 | | | 237.9 | | Net income | — | | | — | | | — | | | 234.2 | | | — | | | — | | | — | | | 0.7 | | | 234.9 | |
| Other comprehensive income | — | | | — | | | — | | | — | | | — | | | — | | | 19.1 | | | — | | | 19.1 | | |
| Other comprehensive loss | | Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | (11.4) | | | — | | | (11.4) | |
| Cash dividends declared | Cash dividends declared | — | | | — | | | — | | | (113.3) | | | — | | | — | | | — | | | — | | | (113.3) | | Cash dividends declared | — | | | — | | | — | | | (120.7) | | | — | | | — | | | — | | | — | | | (120.7) | |
| Issuances of common stock | Issuances of common stock | 1.0 | | | — | | | 20.6 | | | — | | | (0.3) | | | (19.3) | | | — | | | — | | | 1.3 | | Issuances of common stock | 0.9 | | | — | | | 7.7 | | | — | | | (0.2) | | | (16.8) | | | — | | | — | | | (9.1) | |
| Stock-based compensation | Stock-based compensation | — | | | — | | | 11.4 | | | (1.0) | | | — | | | — | | | — | | | — | | | 10.4 | | Stock-based compensation | — | | | — | | | 12.0 | | | (1.1) | | | — | | | — | | | — | | | — | | | 10.9 | |
| Purchase of common stock for treasury | Purchase of common stock for treasury | — | | | — | | | — | | | — | | | (3.8) | | | (235.6) | | | — | | | — | | | (235.6) | | Purchase of common stock for treasury | — | | | — | | | — | | | — | | | (1.5) | | | (111.5) | | | — | | | — | | | (111.5) | |
| | Balance as of March 31, 2018 | 351.1 | | | 3.5 | | | 4,871.6 | | | 4,309.3 | | | (22.5) | | | (1,314.3) | | | 41.7 | | | 2.5 | | | 7,914.3 | | |
| Balance as of March 31, 2019 | | Balance as of March 31, 2019 | 352.8 | | | 3.5 | | | 4,944.6 | | | 4,859.8 | | | (31.1) | | | (1,910.9) | | | 22.5 | | | 3.1 | | | 7,922.6 | |
| | Net income | Net income | — | | | — | | | — | | | 234.9 | | | — | | | — | | | — | | | 0.8 | | | 235.7 | | Net income | — | | | — | | | — | | | 251.5 | | | — | | | — | | | — | | | (0.6) | | | 250.9 | |
| Other comprehensive income | — | | | — | | | — | | | — | | | — | | | — | | | 11.1 | | | — | | | 11.1 | | |
| Other comprehensive loss | | Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | (20.9) | | | — | | | (20.9) | |
| Cash dividends declared | Cash dividends declared | — | | | — | | | — | | | (112.4) | | | — | | | — | | | — | | | — | | | (112.4) | | Cash dividends declared | — | | | — | | | — | | | (120.2) | | | — | | | — | | | — | | | — | | | (120.2) | |
| Issuances of common stock | Issuances of common stock | 0.3 | | | — | | | 7.1 | | | — | | | — | | | (0.2) | | | — | | | — | | | 6.9 | | Issuances of common stock | 0.2 | | | — | | | 6.3 | | | — | | | — | | | (0.3) | | | — | | | — | | | 6.0 | |
| Stock-based compensation | Stock-based compensation | — | | | — | | | 9.7 | | | (0.9) | | | — | | | — | | | — | | | — | | | 8.8 | | Stock-based compensation | — | | | — | | | 9.8 | | | (0.9) | | | — | | | — | | | — | | | — | | | 8.9 | |
| Purchase of common stock for treasury | Purchase of common stock for treasury | — | | | — | | | — | | | — | | | (3.3) | | | (215.0) | | | — | | | — | | | (215.0) | | Purchase of common stock for treasury | — | | | — | | | — | | | — | | | (1.1) | | | (91.9) | | | — | | | — | | | (91.9) | |
| Distributions paid | Distributions paid | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (0.6) | | | (0.6) | | Distributions paid | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (0.2) | | | (0.2) | |
| Balance as of June 30, 2018 | 351.4 | | | 3.5 | | | 4,888.4 | | | 4,430.9 | | | (25.8) | | | (1,529.5) | | | 52.8 | | | 2.7 | | | 7,848.8 | | |
| Balance as of June 30, 2019 | | Balance as of June 30, 2019 | 353.0 | | | $ | 3.5 | | | $ | 4,960.7 | | | $ | 4,990.2 | | | (32.2) | | | $ | (2,003.1) | | | $ | 1.6 | | | $ | 2.3 | | | $ | 7,955.2 | |
| | Net income | — | | | — | | | — | | | 263.4 | | | — | | | — | | | — | | | (0.5) | | | 262.9 | | |
| Other comprehensive income | — | | | — | | | — | | | — | | | — | | | — | | | 3.2 | | | — | | | 3.2 | | |
| Cash dividends declared | — | | | — | | | — | | | (121.7) | | | — | | | — | | | — | | | — | | | (121.7) | | |
| Issuances of common stock | 0.4 | | | — | | | 12.1 | | | — | | | — | | | (0.4) | | | — | | | — | | | 11.7 | | |
| Stock-based compensation | — | | | — | | | 10.5 | | | (1.0) | | | — | | | — | | | — | | | — | | | 9.5 | | |
| Purchase of common stock for treasury | — | | | — | | | — | | | — | | | (1.4) | | | (90.5) | | | — | | | — | | | (90.5) | | |
| | Balance as of September 30, 2018 | 351.8 | | | $ | 3.5 | | | $ | 4,911.0 | | | $ | 4,571.6 | | | (27.2) | | | $ | (1,620.4) | | | $ | 56.0 | | | $ | 2.2 | | | $ | 7,923.9 | | |
|
The accompanying notes are an integral part of these statements.
REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTSTATEMENTS OF CASH FLOWS
(in millions)
| | | | Nine Months Ended September 30, | | | Six Months Ended June 30, | |
| | | 2019 | | 2018 | | 2020 | | 2019 |
| Cash provided by operating activities: | Cash provided by operating activities: | | | | Cash provided by operating activities: | | | |
| Net income | Net income | $ | 783.8 | | | $ | 736.5 | | Net income | $ | 473.1 | | | $ | 485.8 | |
| Adjustments to reconcile net income to cash provided by operating activities: | Adjustments to reconcile net income to cash provided by operating activities: | | Adjustments to reconcile net income to cash provided by operating activities: | |
| Depreciation, amortization, depletion and accretion | Depreciation, amortization, depletion and accretion | 844.5 | | | 841.7 | | Depreciation, amortization, depletion and accretion | 579.4 | | | 556.7 | |
| Non-cash interest expense | Non-cash interest expense | 34.9 | | | 31.4 | | Non-cash interest expense | 30.9 | | | 23.3 | |
| Restructuring related charges | 13.0 | | | 22.5 | | |
| | Stock-based compensation | Stock-based compensation | 29.2 | | | 29.4 | | Stock-based compensation | 19.4 | | | 20.1 | |
| Deferred tax provision | Deferred tax provision | | 72.9 | | | 113.7 | | Deferred tax provision | 11.4 | | | 40.3 | |
| Provision for doubtful accounts, net of adjustments | Provision for doubtful accounts, net of adjustments | 23.4 | | | 24.4 | | Provision for doubtful accounts, net of adjustments | 15.9 | | | 15.9 | |
| Loss on extinguishment of debt | — | | | 0.3 | | |
| | Gain on disposition of assets and asset impairments, net | Gain on disposition of assets and asset impairments, net | (22.4) | | | (1.7) | | Gain on disposition of assets and asset impairments, net | (1.3) | | | (0.2) | |
| | Withdrawal costs - multiemployer pension funds | | Withdrawal costs - multiemployer pension funds | 35.9 | | | — | |
| Environmental adjustments | Environmental adjustments | (9.6) | | | 3.3 | | Environmental adjustments | (0.4) | | | (10.3) | |
| Loss from unconsolidated equity method investment | 27.2 | | | 5.7 | | |
| Loss from unconsolidated equity method investments | | Loss from unconsolidated equity method investments | 22.6 | | | 23.1 | |
| | Other non-cash items | Other non-cash items | (0.9) | | | 0.6 | | Other non-cash items | (2.6) | | | (0.8) | |
| Change in assets and liabilities, net of effects from business acquisitions and divestitures: | Change in assets and liabilities, net of effects from business acquisitions and divestitures: | | Change in assets and liabilities, net of effects from business acquisitions and divestitures: | |
| Accounts receivable | Accounts receivable | (65.3) | | | (72.1) | | Accounts receivable | 45.5 | | | (53.0) | |
| Prepaid expenses and other assets | Prepaid expenses and other assets | 98.3 | | | (13.5) | | Prepaid expenses and other assets | 192.1 | | | 101.3 | |
| Accounts payable | Accounts payable | (9.3) | | | 58.6 | | Accounts payable | (60.8) | | | 12.8 | |
| Restructuring expenditures | (7.9) | | | (18.7) | | |
| | Capping, closure and post-closure expenditures | Capping, closure and post-closure expenditures | (47.7) | | | (42.5) | | Capping, closure and post-closure expenditures | (23.2) | | | (23.8) | |
| Remediation expenditures | Remediation expenditures | (29.4) | | | (30.2) | | Remediation expenditures | (28.3) | | | (17.8) | |
| | Other liabilities | Other liabilities | 52.2 | | | 26.4 | | Other liabilities | 23.9 | | | (37.8) | |
| Proceeds from retirement of certain hedging relationships | — | | | 31.1 | | |
| | Cash provided by operating activities | Cash provided by operating activities | 1,786.9 | | | 1,746.9 | | Cash provided by operating activities | 1,333.5 | | | 1,135.6 | |
| Cash used in investing activities: | Cash used in investing activities: | | | | Cash used in investing activities: | | | |
| Purchases of property and equipment | Purchases of property and equipment | (908.3) | | | (820.5) | | Purchases of property and equipment | (654.7) | | | (588.7) | |
| Proceeds from sales of property and equipment | Proceeds from sales of property and equipment | 11.7 | | | 7.9 | | Proceeds from sales of property and equipment | 12.3 | | | 7.9 | |
| Cash used in acquisitions and investments, net of cash and restricted cash acquired | Cash used in acquisitions and investments, net of cash and restricted cash acquired | (455.9) | | | (130.5) | | Cash used in acquisitions and investments, net of cash and restricted cash acquired | (95.1) | | | (178.9) | |
| Cash received from business divestitures | Cash received from business divestitures | 41.6 | | | 10.6 | | Cash received from business divestitures | 26.8 | | | (0.2) | |
| Purchases of restricted marketable securities | Purchases of restricted marketable securities | (9.1) | | | (35.4) | | Purchases of restricted marketable securities | (16.2) | | | (8.2) | |
| Sales of restricted marketable securities | Sales of restricted marketable securities | 8.6 | | | 36.2 | | Sales of restricted marketable securities | 5.6 | | | 7.8 | |
| Other | Other | (5.2) | | | — | | Other | (0.5) | | | (2.3) | |
| Cash used in investing activities | Cash used in investing activities | (1,316.6) | | | (931.7) | | Cash used in investing activities | (721.8) | | | (762.6) | |
| Cash used in financing activities: | Cash used in financing activities: | | | | Cash used in financing activities: | | | |
| Proceeds from notes payable and long-term debt, net of fees | Proceeds from notes payable and long-term debt, net of fees | 3,504.8 | | | 3,296.7 | | Proceeds from notes payable and long-term debt, net of fees | 2,441.0 | | | 2,284.2 | |
| Proceeds from issuance of senior notes, net of discount and fees | Proceeds from issuance of senior notes, net of discount and fees | 891.9 | | | 782.0 | | Proceeds from issuance of senior notes, net of discount and fees | 985.5 | | | — | |
| Payments of notes payable and long-term debt and senior notes | Payments of notes payable and long-term debt and senior notes | (4,145.9) | | | (4,032.6) | | Payments of notes payable and long-term debt and senior notes | (3,493.9) | | | (2,194.2) | |
| | Issuances of common stock, net | Issuances of common stock, net | 5.3 | | | 19.9 | | Issuances of common stock, net | (6.7) | | | (3.1) | |
| | Purchases of common stock for treasury | Purchases of common stock for treasury | (353.8) | | | (574.9) | | Purchases of common stock for treasury | (98.8) | | | (202.5) | |
| Cash dividends paid | Cash dividends paid | (361.9) | | | (340.0) | | Cash dividends paid | (257.9) | | | (241.7) | |
| Distributions paid to non-controlling interests in consolidated subsidiary | Distributions paid to non-controlling interests in consolidated subsidiary | (0.2) | | | (0.6) | | Distributions paid to non-controlling interests in consolidated subsidiary | (0.2) | | | (0.2) | |
| Other | (15.2) | | | (7.9) | | |
| Contingent consideration payments | | Contingent consideration payments | (7.4) | | | (5.1) | |
| Cash used in financing activities | Cash used in financing activities | (475.0) | | | (857.4) | | Cash used in financing activities | (438.4) | | | (362.6) | |
| Decrease in cash, cash equivalents, restricted cash and restricted cash equivalents | (4.7) | | | (42.2) | | |
| Increase in cash, cash equivalents, restricted cash and restricted cash equivalents | | Increase in cash, cash equivalents, restricted cash and restricted cash equivalents | 173.3 | | | 10.4 | |
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year | Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year | 133.3 | | | 179.1 | | Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year | 177.4 | | | 133.3 | |
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | 128.6 | | | $ | 136.9 | | Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | 350.7 | | | $ | 143.7 | |
The accompanying notes are an integral part of these statements.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Republic Services, Inc., a Delaware corporation, and its consolidated subsidiaries (also referred to collectively as Republic, the Company, we, us, or our), is the second largest provider of non-hazardous solid waste collection, transfer, recycling, disposal and environmental services in the United States, as measured by revenue. We manage and evaluate our operations through 2 field groups, Group 1 and Group 2, which we have identified as our reportable segments.
The unaudited consolidated financial statements include the accounts of Republic Services, Inc. and its wholly owned and majority owned subsidiaries in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). We account for investments in entities in which we do not have a controlling financial interest under either the equity method or cost method of accounting, as appropriate. All material intercompany accounts and transactions have been eliminated in consolidation.
We have prepared these unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information related to our organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted. In the opinion of management, these financial statements include all adjustments that, unless otherwise disclosed, are of a normal recurring nature and necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Operating results for interim periods are not necessarily indicative of the results you can expect for a full year. You should read these financial statements in conjunction with our audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019.
For comparative purposes, certain prior year amounts have been reclassified to conform to the current year presentation. All dollar amounts in tabular presentations are in millions, except per share amounts and unless otherwise noted.
Management’s Estimates and Assumptions
In preparing our financial statements, we make numerous estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. We must make these estimates and assumptions because certain information we use is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. In preparing our financial statements, the more critical and subjective areas that deal with the greatest amount of uncertainty relate to our accounting for our long-lived assets, including recoverability, landfill development costs, and final capping, closure and post-closure costs; our valuation allowances for accounts receivable and deferred tax assets; our liabilities for potential litigation, claims and assessments; our liabilities for environmental remediation, multiemployer pension funds, employee benefit plans, deferred taxes, uncertain tax positions, and insurance reserves; and our estimates of the fair values of assets acquired and liabilities assumed in any acquisition. Each of these items is discussed in more detail in our description of our significant accounting policies in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019. Our actual results may differ significantly from our estimates.
In March 2020, the World Health Organization declared the outbreak of a new strain of coronavirus (COVID-19) a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The full extent of the impact of the COVID-19 pandemic on our operations and financial performance will depend on future developments, including the duration and spread of the pandemic, all of which are uncertain and cannot be predicted at this time. An extended period of economic disruption associated with the COVID-19 pandemic could materially and adversely affect our business, results of operations, access to sources of liquidity and financial condition.
Both national and local government agencies have implemented steps with the intent to slow the spread of the virus, including shelter-in-place orders and the mandatory shutdown of certain businesses. During this time, we continued to provide essential services to our customers. In mid-March 2020, certain customers in our small- and large-container businesses began adjusting their service levels, which included a decrease in the frequency of pickups or a temporary pause in service. In addition, we experienced a decline in volumes disposed at certain of our landfills and transfer stations. As service levels decreased, we also experienced a decrease in certain costs of our operations which are variable in nature. This decline in service activity peaked in the first half of April and gradually improved thereafter as local economies began to gradually reopen and customers began to resume service.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The demand for our environmental services business depends on the continued demand for, and production of, oil and natural gas in certain shale basins located in the United States. During the six months ended June 30, 2020, the value of crude oil and natural gas declined to historic lows, resulting in a decrease in rig counts and drilling activity that led to a year-over-year decrease in revenue from our environmental services business. Further declines in the level of production activity may result in an unfavorable change to the long-term strategic outlook for our environmental services business that could result in the recognition of impairment charges on intangible assets and property and equipment associated with this business. On at least a quarterly basis, we will continue to monitor the effect of the evolving COVID-19 pandemic on our business and review our estimates for recoverability of assets used in certain of our operations that are related to strategic investments.
In April 2020, we launched our Committed to Serve initiative which was intended to help our employees, customers and communities across the United States. We committed $20 million to support frontline employees and their families, as well as small business customers in the local communities we serve. In addition to this initiative, we have experienced an increase in certain costs of doing business as a direct result of the COVID-19 pandemic, including costs for additional safety equipment and hygiene products and increased facility and equipment cleaning. These costs, which we refer to as business resumption costs, are intended to assist in protecting the safety of our frontline employees as we continue to provide an essential service to our customers. We also incurred incremental costs for expanding certain aspects of our existing healthcare programs and guaranteeing certain frontline employees a minimum hourly work week regardless of service decreases. We expect to incur similar costs throughout 2020, and potentially into future years. The magnitude of the costs we expect to incur throughout the remainder of the year cannot be predicted at this time due to the various uncertainties surrounding the pandemic (e.g., its duration and spread).
New Accounting Pronouncements
Accounting Standards Adopted
Effective January 1, 2019,2020, we adopted the following accounting standardstandards updates (ASUs) as issued by the Financial Accounting Standards Board (FASB):
| | | | | | | | |
| ASU | | Effective Date |
ASU 2016-022016-13 | LeasesCredit Losses (Topic 842)326) | January 1, 20192020 |
ASU 2017-122018-13 | Derivatives and HedgingDisclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (Topic 815): Targeted Improvements to Accounting for Hedging Activities820) | January 1, 2019 |
ASU 2018-16 | Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting | January 1, 2019 |
ASU 2018-02 | Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income | January 1, 2019 |
ASU 2018-07 | Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting | January 1, 2019 |
ASU 2018-15 | Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract | January 1, 20192020 |
LeasesCredit Losses
Effective January 1, 2019,2020, we adopted ASU 2016-02,2016-13, Leases (Topic 842) Credit Losses Topic 326(ASC 842 (ASU 2016-13 or the new leasingcredit losses standard)using the optional transition method prescribed by ASU 2018-11, Leases (Topic 842): Targeted Improvements. Uponmodified retrospective approach. The comparative periods have not been restated and continue to be reported under the accounting standard in effect for those periods. The new credit losses standard amends the impairment model to use a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Our adoption of the new leasing standard, we recognizedASU 2016-13 did not have a right-of-use asset and a right-of-use liability for leases classified as operating leases inmaterial impact on our consolidated balance sheet. We appliedfinancial statements for the packagesix months ended June 30, 2020, and we did not recognize a cumulative effect adjustment to retained earnings as of practical expedients to leases that commenced before the effective date whereby we elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases.January 1, 2020.
To assist in quantifying the impact on our consolidated financial statements and supplementing our existing disclosures, we designed internal controls over the adoption and implemented a software solution to manage and account for our leases. As of January 1, 2019, we recognized a right-of-use liability for our operating leases of $256.3 million classified as other accrued liabilities and other long-term liabilities and a corresponding right-of-use asset of $236.2 million classified as other long-termidentified financial assets measured at an amortized cost basis in our consolidated balance sheet. The right-of-use asset reflects adjustments for certain favorable or unfavorable leases recognizedsheet and evaluated the collectability considerations based on an expected credit loss assessment. We are exposed to credit losses primarily through acquisitions, prepaid or accrued rent, asset impairmentsthe collection, transfer and lease incentives, including but not limited to cash incentives, rent abatement or leasehold improvements paid by the lessor. We did not recognize a cumulative effect adjustment to retained earningsdisposal of non-hazardous solid waste and environmental services we provide our customers as of January 1, 2019well as the standard did not have a material impact on our consolidated statementrecovering and sale of income. In addition, the standard did not have a material impact on our accounting for finance (capital) leases.
certain recyclable materials. We assessed the disclosure requirements under the new leasing standard as partperform ongoing credit evaluations of our adoption. Refercustomers, but generally do not require collateral to Note 4, Other Assets, Note 5, Other Liabilities,support customer receivables. We establish an allowance for doubtful accounts based on various factors including the age of receivables outstanding, historical trends, economic conditions and Note 8, Leases, included herein for our enhanced supplemental disclosures.
Derivatives and Hedging
Effective January 1, 2019, we adoptedother information. We also review outstanding balances on an account-specific basis based on the FASB's ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12). We adopted the new guidance over income statement presentation and enhanced disclosures prospectively, and we adopted the guidance over the eliminationcredit risk of the separate measurement of ineffectiveness on a modified retrospective basis to existing hedging relationships as of the date of adoption. Prior to adoption, the net periodic earningscustomer. We determined that all of our fair value hedges were presented within other income, netaccounts receivable share similar risk characteristics. We monitor our credit exposure on an ongoing basis and assess whether assets in our consolidated statement of income and are now presented within interest expense in our consolidated statement of income, i.e. the same line item as the effect of the hedged item. Our adoption of ASU 2017-12 did not have a material impact on our consolidated financial statements.
Effective January 1, 2019, in conjunction with ASU 2017-12, we adopted the FASB's ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting (ASU 2018-16) on a prospective basis. LIBOR is expectedpool continue to no longer be published by 2021. Consequently, the FASB added the OIS rate based on SOFR as an eligible benchmark interest rate in order to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest ratedisplay similar risk hedging strategies for both risk management and hedge accounting purposes. We are developing a plan to transition our interest ratecharacteristics.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
swaps from LIBOR to SOFR. Our adoptionThe consolidated statement of ASU 2018-16 did not have a material impact on our consolidated financial statementsincome for the ninesix months ended SeptemberJune 30, 2019.2020 reflects the measurement of credit losses for newly recognized financial assets as well as any changes to historical financial assets. The following table reflects the activity in our allowance for doubtful accounts during the six months ended June 30, 2020.
Reclassifications | | | | | |
| Allowance for Doubtful Accounts and Other |
| Balance as of December 31, 2019 | $ | 34.0 | |
| Additions charged to expense | 15.9 | |
| Accounts written-off | (15.6) | |
| Balance as of June 30, 2020 | $ | 34.3 | |
We continue to apply our historical loss rate assumptions and reserve against outstanding balances on an account-specific basis as we assess the collectability of Certain Tax Effects from Accumulated Other Comprehensive Incomeour receivables. In certain situations, we may offer credit extensions to our customers as they navigate the uncertain economic environment brought about by the COVID-19 pandemic. In accordance with our accounting policy, we are actively monitoring the credit risk of our specific customers, age of receivables outstanding, recent collection trends and general economic conditions to evaluate the risk of credit loss.
Fair Value Measurement
Effective January 1, 2019,2020, we adopted the FASB's ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). The amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act (the Tax Act). The amendments only relate to the reclassification of the income tax effects of the Tax Act, and the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. Consequently, we reclassified $5.4 million of stranded tax effects from accumulated other comprehensive income to retained earnings.
Improvements to Nonemployee Share-Based Payment Accounting
Effective January 1, 2019, we adopted the FASB's ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07). ASU 2018-07 simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. We will apply the guidance prescribed by this update on a prospective basis. Our adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements for the nine months ended September 30, 2019.
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
Effective January 1, 2019, we early adopted the FASB's ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15) using a prospective approach. In accordance with the standard, we present capitalized implementation costs incurred in a hosting arrangement that is a service contract as other assets on our consolidated balance sheet. This presentation is consistent with the presentation of the prepayment of fees for the hosting arrangement. Historically, implementation costs were presented as a component of property and equipment, net.
As of January 1, 2019, we reclassified $28.7 million of capitalized implementation costs incurred in a hosting arrangement that is a service contract from property and equipment, net to other assets on our consolidated balance sheet. During the three and nine months ended September 30, 2019, we recognized $9.0 million and $25.3 million, respectively, of amortization expense for the prepayment of fees and capitalized implementation costs incurred in a hosting arrangement as a component of depreciation, amortization and depletion in our consolidated statement of income. During the nine months ended September 30, 2019, we recognized $9.0 million of payments for capitalized implementation costs in the same manner as payments made for fees associated with the hosting arrangement as a component of cash provided by operating activities in our consolidated statement of cash flows.
Accounting Standards Issued but not yet Adopted
Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 will replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. We are currently assessing the effect this guidance may have on our consolidated financial statements.
Changes to the Disclosure Requirements for Fair Value Measurement
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). ASU 2018-13 modifiesintends to increase the disclosure requirements onconsistency and comparability of fair value measurements used in financial reporting through eliminating, modifying, and adding certain disclosure requirements within Topic 820, Fair Value Measurement.820. The adoption of ASU 2018-13 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. We are currently assessing the effect this guidance maydid not have a material impact on our consolidated financial statements.statements for the six months ended June 30, 2020.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Accounting Standards Updates Issued but not yet AdoptedChanges to the Disclosure Requirements for Defined Benefit Plans
In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20) Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (ASU 2018-14). ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. Although narrow in scope, the amendments are considered an important part of the FASB’s efforts to improve the effectiveness of disclosures in the notes to financial statements. ASU 2018-14 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year. Early adoption is permitted for all entities. We are currently assessing the effect this guidance may have on our consolidated financial statements.
Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
(ASU 2019-12). ASU 2019-12 attempts to simplify aspects of accounting for franchise taxes and enacted changes in tax laws or
rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The amended guidance contains a model under which an entity can consider a list of factors in determining whether the step-up in tax basis of goodwill is related to the business combination that caused the initial recognition of goodwill or to a separate transaction. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year. Early adoption is permitted for all entities. We are currently assessing the effect this guidance may have on our consolidated financial statements.
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference
Rate Reform on Financial Reporting (ASU 2020-04). ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. We are currently assessing the effect this guidance may have on our consolidated financial statements.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
2. BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES
Acquisitions
We acquired various waste businesses during the ninesix months ended SeptemberJune 30, 20192020 and 2018.2019. The purchase price for these business acquisitions and the allocations of the purchase price follows:
| | | 2019 | | 2018 | | 2020 | | 2019 |
| Purchase price: | Purchase price: | | | | Purchase price: | | | |
| Cash used in acquisitions, net of cash acquired | Cash used in acquisitions, net of cash acquired | $ | 424.3 | | | $ | 111.1 | | Cash used in acquisitions, net of cash acquired | $ | 71.2 | | | $ | 152.6 | |
| Contingent consideration | Contingent consideration | 2.5 | | | — | | Contingent consideration | — | | | 1.6 | |
| Holdbacks | Holdbacks | 16.0 | | | 10.9 | | Holdbacks | 4.7 | | | 14.1 | |
| Fair value, future minimum finance lease payments | Fair value, future minimum finance lease payments | 5.8 | | | — | | Fair value, future minimum finance lease payments | 0.3 | | | 0.7 | |
| | Total | Total | 448.6 | | | 122.0 | | Total | $ | 76.2 | | | $ | 169.0 | |
| Allocated as follows: | Allocated as follows: | | | | Allocated as follows: | | | |
| Accounts receivable | Accounts receivable | 18.3 | | | 1.9 | | Accounts receivable | $ | 2.9 | | | $ | 7.3 | |
| Landfill airspace | — | | | 22.2 | | |
| | Property and equipment | Property and equipment | 143.0 | | | 17.5 | | Property and equipment | 24.7 | | | 36.6 | |
| Operating right-of-use lease assets | Operating right-of-use lease assets | 18.1 | | | — | | Operating right-of-use lease assets | 0.2 | | | — | |
| Other assets | Other assets | 2.5 | | | 0.1 | | Other assets | 0.2 | | | 5.3 | |
| Inventory | 1.1 | | | 0.2 | | |
| | Accounts payable | Accounts payable | (11.5) | | | (0.3) | | Accounts payable | (1.1) | | | (3.0) | |
| | Environmental remediation liabilities | Environmental remediation liabilities | (0.1) | | | — | | Environmental remediation liabilities | (1.5) | | | — | |
| Closure and post-closure liabilities | — | | | (1.7) | | |
| | Operating right-of-use lease liabilities | Operating right-of-use lease liabilities | (18.4) | | | — | | Operating right-of-use lease liabilities | (0.2) | | | — | |
| Other liabilities | Other liabilities | (2.3) | | | (3.7) | | Other liabilities | (1.6) | | | (5.5) | |
| Fair value of tangible assets acquired and liabilities assumed | Fair value of tangible assets acquired and liabilities assumed | 150.7 | | | 36.2 | | Fair value of tangible assets acquired and liabilities assumed | 23.6 | | | 40.7 | |
| Excess purchase price to be allocated | Excess purchase price to be allocated | $ | 297.9 | | | $ | 85.8 | | Excess purchase price to be allocated | $ | 52.6 | | | $ | 128.3 | |
| Excess purchase price allocated as follows: | Excess purchase price allocated as follows: | | | | Excess purchase price allocated as follows: | | | |
| Other intangible assets | Other intangible assets | $ | 31.5 | | | $ | 14.8 | | Other intangible assets | $ | 3.6 | | | $ | 28.4 | |
| Goodwill | Goodwill | 266.4 | | | 71.0 | | Goodwill | 49.0 | | | 99.9 | |
| Total allocated | Total allocated | $ | 297.9 | | | $ | 85.8 | | Total allocated | $ | 52.6 | | | $ | 128.3 | |
The purchase price allocations are preliminary and are based on information existing at the acquisition dates. Accordingly, certain of the purchase price allocations are preliminary and subject to change. We are finalizing the valuation of tangible and intangible assets for certain acquisitions that closed during the three months ended September 30, 2019.
Substantially all of the goodwill and intangible assets recorded for these acquisitions are deductible for tax purposes.
These acquisitions are not material to our results of operations, individually or in the aggregate. As a result, no pro forma financial information is provided.
Investments
In 2019 and 2018,2020, we acquiredcontinued to acquire non-controlling equity interests in certain limited liability companies that qualified for investment tax credits under Section 48 of the Internal Revenue Code. In exchange for our non-controlling interests, we made certain capital contributions of $14.1$24.5 million and $17.4$13.8 million, which were recorded to other assets in our SeptemberJune 30, 2019
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
2020 and 20182019 consolidated balance sheets, respectively. During the ninethree and six months ended SeptemberJune 30, 2019 and 2018,2020, we also reduced the carrying value of these investments by $27.2$9.4 million and $5.7$22.6 million, respectively, and during the three and six months ended June 30, 2019, we reduced the carrying value of these investments by $11.5 million and $23.1 million, respectively, as a result of tax credits allocated to us, cash distributions and our share of income and loss pursuant to the terms of the limited liability company agreements.
Restructuring Charges
In January 2018,2019, we eliminated certain positions following the consolidation of select back-office functions, including but not limitedincurred costs related to the integration of our National Accounts support functions into our existing corporate support functions. These changes include a reduction in administrative staffing and closingredesign of certain office locations.
back-office software systems, which continued into 2020. During the three and ninesix months ended SeptemberJune 30, 2020, we incurred restructuring charges of $2.2 million and $6.0 million, respectively, and during the three and six months ended June 30, 2019, we incurred restructuring charges of $8.5$1.5 million and $13.0$4.5 million, respectively, that primarily related to upgrades to our back-office software systems.these restructuring efforts. During the three and ninesix months ended SeptemberJune 30, 2018,2020 and 2019, we incurred restructuring charges of $9.2paid $6.2 million and $22.5$6.5 million, respectively, that primarily consisted of severance and other employee termination benefits and the closure of offices with lease agreements with non-cancelable terms. We paid $7.9 million and $18.7 million during the nine months ended September 30, 2019 and 2018, respectively, related to these restructuring efforts.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
In 2019,July 2020, we eliminated certain positions, primarily related to our back-office support functions, in response to the COVID-19 pandemic. During the remainder of 2020, we expect to incur additional restructuring charges of approximately $3 million to $5$15 million primarily related to upgrades toemployee severance costs and the redesign of certain of our back-office software systems. Substantially all of these restructuring charges will be recorded in our corporate segment.
3. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Our senior management evaluates, oversees and manages the financial performance of our operations through 2 field groups, referred to as Group 1 and Group 2.
Goodwill
A summary of the activity and balances in goodwill accounts by reporting segment follows:
| | | Balance as of December 31, 2018 | | Acquisitions | | Divestitures | | Adjustments to Acquisitions | | Balance as of September 30, 2019 | | Balance as of December 31, 2019 | | Acquisitions | | Divestitures | | Adjustments to Acquisitions | | Balance as of June 30, 2020 |
| Group 1 | Group 1 | | $ | 6,150.6 | | | $ | 85.9 | | | $ | — | | | $ | (1.2) | | | $ | 6,235.3 | | Group 1 | | $ | 6,235.6 | | | $ | 10.8 | | | $ | — | | | $ | (0.4) | | | $ | 6,246.0 | |
| Group 2 | Group 2 | | 5,249.5 | | | 180.5 | | | (14.6) | | | (0.2) | | | 5,415.2 | | Group 2 | | 5,397.8 | | | 38.2 | | | (12.5) | | | 4.0 | | | 5,427.5 | |
| Total | Total | | $ | 11,400.1 | | | $ | 266.4 | | | $ | (14.6) | | | $ | (1.4) | | | $ | 11,650.5 | | Total | | $ | 11,633.4 | | | $ | 49.0 | | | $ | (12.5) | | | $ | 3.6 | | | $ | 11,673.5 | |
Other Intangible Assets, Net
Other intangible assets, net, include values assigned to customer relationships, non-compete agreements and trade names, and are amortized over periods ranging from 1 to 1817 years. A summary of the activity and balances by intangible asset type follows:
| | | | | Gross Intangible Assets | | | Accumulated Amortization | | | Other Intangible Assets, Net as of September 30, 2019 | | | Gross Intangible Assets | | | Accumulated Amortization | | | Other Intangible Assets, Net as of June 30, 2020 |
| | | | Balance as of December 31, 2018 | | Acquisitions | | Adjustments and Other (1) | | Balance as of September 30, 2019 | | Balance as of December 31, 2018 | | Additions Charged to Expense | | Adjustments and Other (1) | | Balance as of September 30, 2019 | | | Other Intangible Assets, Net as of September 30, 2019 | | | Balance as of December 31, 2019 | | Acquisitions | | Adjustments and Other | | Balance as of June 30, 2020 | | Balance as of December 31, 2019 | | Additions Charged to Expense | | Adjustments and Other | | Balance as of June 30, 2020 | | | Other Intangible Assets, Net as of June 30, 2020 |
| Customer relationships, franchise and other municipal agreements | | $ | 692.4 | | | $ | 26.1 | | | $ | — | | | $ | 718.5 | | | $ | (607.2) | | | $ | (11.2) | | | $ | 0.2 | | | $ | (618.2) | | | $ | 100.3 | | |
| Customer relationships | | Customer relationships | | $ | 733.8 | | | $ | 2.0 | | | $ | — | | | $ | 735.8 | | | $ | (623.0) | | | $ | (8.3) | | | $ | — | | | $ | (631.3) | | | $ | 104.5 | |
| Non-compete agreements | Non-compete agreements | | 37.0 | | | 7.0 | | | 0.9 | | | 44.9 | | | (31.5) | | | (2.9) | | | — | | | (34.4) | | | 10.5 | | Non-compete agreements | | 45.3 | | | 1.6 | | | (0.2) | | | 46.7 | | | (35.3) | | | (1.9) | | | 0.1 | | | (37.1) | | | 9.6 | |
| Other intangible assets | Other intangible assets | | 64.3 | | | — | | | (6.1) | | | 58.2 | | | (48.5) | | | (0.6) | | | 4.2 | | | (44.9) | | | 13.3 | | Other intangible assets | | 58.2 | | | — | | | (0.7) | | | 57.5 | | | (45.1) | | | (0.2) | | | 0.4 | | | (44.9) | | | 12.6 | |
| Total | Total | | $ | 793.7 | | | $ | 33.1 | | | $ | (5.2) | | | $ | 821.6 | | | $ | (687.2) | | | $ | (14.7) | | | $ | 4.4 | | | $ | (697.5) | | | $ | 124.1 | | Total | | $ | 837.3 | | | $ | 3.6 | | | $ | (0.9) | | | $ | 840.0 | | | $ | (703.4) | | | $ | (10.4) | | | $ | 0.5 | | | $ | (713.3) | | | $ | 126.7 | |
| (1) In accordance with our adoption of the new leasing standard, we transferred $1.9 million of net favorable lease assets recognized through historical acquisitions to other assets as of January 1, 2019. | | |
4. OTHER ASSETS
Prepaid Expenses and Other Current Assets
A summary of prepaid expenses and other current assets as of June 30, 2020 and December 31, 2019 follows:
| | | | | | | | | | | |
| 2020 | | 2019 |
| Prepaid expenses | $ | 65.8 | | | $ | 75.5 | |
| Inventories | 58.5 | | | 56.8 | |
| Income taxes receivable | 37.6 | | | 156.7 | |
| Reinsurance receivable | 34.8 | | | 31.9 | |
| Other non-trade receivables | 22.3 | | | 88.1 | |
| | | |
| Prepaid fees for cloud-based hosting arrangements, current | 8.9 | | | 12.4 | |
| Interest rate swap locks | — | | | 3.6 | |
| Other current assets | 4.7 | | | 8.0 | |
| Total | $ | 232.6 | | | $ | 433.0 | |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4. OTHER ASSETS
Prepaid Expenses and Other Current Assets
A summary of prepaid expenses and other current assets as of September 30, 2019 and December 31, 2018 follows:
| | | | | | | | | | | |
| 2019 | | 2018 |
| Prepaid expenses | $ | 88.0 | | | $ | 75.6 | |
| Inventories | 55.3 | | | 53.1 | |
| Other non-trade receivables | 39.0 | | | 34.4 | |
| Reinsurance receivable | 31.4 | | | 25.7 | |
| Income tax receivable | 17.6 | | | 187.7 | |
| Prepaid fees for cloud-based hosting arrangements, current | 11.8 | | | 10.2 | |
| Other current assets | 12.3 | | | 4.5 | |
| Total | $ | 255.4 | | | $ | 391.2 | |
Other Assets
A summary of other assets as of SeptemberJune 30, 20192020 and December 31, 20182019 follows:
| | | | | | | | | | | |
| 2019 | | 2018 |
Right-of-use lease asset (1) | $ | 243.1 | | | $ | — | |
| Deferred compensation plan | 110.4 | | | 100.0 | |
| Deferred contract costs and sales commissions | 82.4 | | | 89.2 | |
| Reinsurance receivable | 78.0 | | | 68.0 | |
| Investments | 58.6 | | | 73.0 | |
Prepaid fees and capitalized implementation costs for cloud-based hosting arrangements (2) | 33.6 | | | — | |
| Amounts recoverable for capping, closure and post-closure obligations | 32.8 | | | 30.5 | |
| Interest rate swaps and locks | 13.1 | | | 12.8 | |
| Other derivative assets | 4.9 | | | — | |
| Deferred financing costs | 3.3 | | | 4.2 | |
| Other | 41.5 | | | 40.1 | |
| Total | $ | 701.7 | | | $ | 417.8 | |
(1) Refer to Note 1, Basis of Presentation, for discussion regarding our adoption of ASC 842.
(2) In accordance with our adoption of ASU 2018-15, capitalized implementation costs for cloud-based hosting arrangements are presented as other assets as of September 30, 2019. Similar costs are presented as a component of property and equipment, net as of December 31, 2018. | | | | | | | | | | | |
| 2020 | | 2019 |
| Operating right-of-use lease assets | $ | 231.3 | | | $ | 243.6 | |
| Deferred compensation plan | 114.0 | | | 118.0 | |
| Investments | 98.9 | | | 87.8 | |
| Reinsurance receivable | 84.0 | | | 78.9 | |
| Deferred contract costs and sales commissions | 80.4 | | | 83.1 | |
| Other derivative assets | 72.1 | | | 2.9 | |
| Amounts recoverable for capping, closure and post-closure obligations | 32.2 | | | 31.8 | |
| Prepaid fees and capitalized implementation costs for cloud-based hosting arrangements | 29.7 | | | 32.0 | |
| Interest rate swaps | 21.8 | | | 10.7 | |
| Deferred financing costs | 2.4 | | | 3.0 | |
| Other | 48.8 | | | 55.8 | |
| Total | $ | 815.6 | | | $ | 747.6 | |
5. OTHER LIABILITIES
Other Accrued Liabilities
A summary of other accrued liabilities as of June 30, 2020 and December 31, 2019 follows:
| | | | | | | | | | | |
| 2020 | | 2019 |
| Accrued payroll and benefits | $ | 195.3 | | | $ | 207.7 | |
| Insurance reserves, current | 170.5 | | | 162.0 | |
| Accrued fees and taxes | 132.6 | | | 140.8 | |
| Accrued dividends | 129.0 | | | 129.2 | |
| Ceded insurance reserves, current | 34.6 | | | 31.6 | |
| Operating right-of-use lease liabilities, current | 34.4 | | | 51.5 | |
| Withdrawal liability - multiemployer pension fund, current | 31.6 | | | — | |
| Current tax liabilities | 11.8 | | | — | |
| Accrued professional fees and legal settlement reserves | 7.8 | | | 11.8 | |
| Interest rate swap locks | — | | | 14.9 | |
| Other | 70.0 | | | 64.7 | |
| Total | $ | 817.6 | | | $ | 814.2 | |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
5. OTHER LIABILITIES
Other Accrued Liabilities
A summary of other accrued liabilities as of September 30, 2019 and December 31, 2018 follows:
| | | | | | | | | | | |
| 2019 | | 2018 |
| Accrued payroll and benefits | $ | 206.0 | | | $ | 205.1 | |
| Insurance reserves, current | 156.7 | | | 152.9 | |
| Accrued fees and taxes | 139.7 | | | 124.2 | |
| Accrued dividends | 129.3 | | | 121.0 | |
Operating right-of-use lease liabilities, current (1) | 36.6 | | | — | |
| Ceded insurance reserves, current | 31.1 | | | 25.7 | |
| Interest rate swap locks | 29.1 | | | — | |
| Accrued professional fees and legal settlement reserves | 9.5 | | | 13.1 | |
| | | |
| | | |
| Other | 75.4 | | | 86.6 | |
| Total | $ | 813.4 | | | $ | 728.6 | |
(1) Refer to Note 1, Basis of Presentation, for discussion regarding our adoption of ASC 842.
Other Long-Term Liabilities
A summary of other long-term liabilities as of SeptemberJune 30, 20192020 and December 31, 20182019 follows:
| | | 2019 | | 2018 | | 2020 | | 2019 |
Operating right-of-use lease liabilities (1) | Operating right-of-use lease liabilities (1) | $ | 226.0 | | | $ | — | | Operating right-of-use lease liabilities (1) | $ | 218.1 | | | $ | 212.5 | |
| Other derivative liabilities | | Other derivative liabilities | 122.8 | | | 22.2 | |
| Deferred compensation plan liability | Deferred compensation plan liability | 112.9 | | | 96.0 | | Deferred compensation plan liability | 113.5 | | | 116.1 | |
| Ceded insurance reserves | Ceded insurance reserves | 79.6 | | | 68.0 | | Ceded insurance reserves | 85.7 | | | 80.6 | |
| Contingent purchase price and acquisition holdbacks | Contingent purchase price and acquisition holdbacks | 68.6 | | | 73.9 | | Contingent purchase price and acquisition holdbacks | 68.0 | | | 71.2 | |
| Other derivative liabilities | 24.2 | | | — | | |
| Payroll tax payable (CARES Act) | | Payroll tax payable (CARES Act) | 33.4 | | | — | |
| Withdrawal liability - multiemployer pension funds | Withdrawal liability - multiemployer pension funds | 12.1 | | | 12.2 | | Withdrawal liability - multiemployer pension funds | 26.3 | | | 12.0 | |
| Legal settlement reserves | Legal settlement reserves | 10.0 | | | 10.0 | | Legal settlement reserves | 19.0 | | | 10.0 | |
| Interest rate swap locks | | Interest rate swap locks | 11.2 | | | 0.8 | |
| Pension and other post-retirement liabilities | Pension and other post-retirement liabilities | 6.1 | | | 6.0 | | Pension and other post-retirement liabilities | 6.4 | | | 6.2 | |
| Interest rate swap locks | 1.6 | | | — | | |
| Other | Other | 50.4 | | | 55.3 | | Other | 41.5 | | | 47.8 | |
| Total | Total | $ | 591.5 | | | $ | 321.4 | | Total | $ | 745.9 | | | $ | 579.4 | |
(1) Refer to Note 1, Basis of Presentation, for discussion regarding our adoption of ASC 842.
6. LANDFILL AND ENVIRONMENTAL COSTS
As of SeptemberJune 30, 2019,2020, we owned or operated 190 active solid waste landfills with total available disposal capacity of approximatelyestimated to be 5.0 billion in-place cubic yards. Additionally, we havehad post-closure responsibility for 129130 closed landfills.
Accrued Landfill and Environmental Costs
A summary of accrued landfill and environmental liabilities as of SeptemberJune 30, 20192020 and December 31, 20182019 follows:
| | | | | | | | | | | |
| 2019 | | 2018 |
| Landfill final capping, closure and post-closure liabilities | $ | 1,339.6 | | | $ | 1,292.0 | |
| Environmental remediation | 515.6 | | | 540.2 | |
| Total accrued landfill and environmental costs | 1,855.2 | | | 1,832.2 | |
| Less: current portion | (153.2) | | | (130.6) | |
| Long-term portion | $ | 1,702.0 | | | $ | 1,701.6 | |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
| | | | | | | | | | | |
| 2020 | | 2019 |
| Landfill final capping, closure and post-closure liabilities | $ | 1,369.9 | | | $ | 1,335.6 | |
| Environmental remediation | 482.3 | | | 500.2 | |
| Total accrued landfill and environmental costs | 1,852.2 | | | 1,835.8 | |
| Less: current portion | (128.1) | | | (132.6) | |
| Long-term portion | $ | 1,724.1 | | | $ | 1,703.2 | |
Final Capping, Closure and Post-Closure Costs
The following table summarizes the activity in our asset retirement obligation liabilities, which includes liabilities for final capping, closure and post-closure, for the ninesix months ended SeptemberJune 30, 20192020 and 2018:2019:
| | | 2019 | | 2018 | | 2020 | | 2019 |
| Asset retirement obligation liabilities, beginning of year | Asset retirement obligation liabilities, beginning of year | $ | 1,292.0 | | | $ | 1,257.7 | | Asset retirement obligation liabilities, beginning of year | $ | 1,335.6 | | | $ | 1,292.0 | |
| Non-cash additions | Non-cash additions | 32.9 | | | 33.0 | | Non-cash additions | 21.7 | | | 21.6 | |
| Acquisitions, net of divestitures and other adjustments | Acquisitions, net of divestitures and other adjustments | 0.3 | | | (0.6) | | Acquisitions, net of divestitures and other adjustments | (0.6) | | | 0.2 | |
| Asset retirement obligation adjustments | Asset retirement obligation adjustments | 0.7 | | | (18.4) | | Asset retirement obligation adjustments | (5.3) | | | (0.5) | |
| Payments | Payments | (47.7) | | | (42.5) | | Payments | (23.2) | | | (23.8) | |
| Accretion expense | Accretion expense | 61.4 | | | 60.7 | | Accretion expense | 41.7 | | | 40.9 | |
| Asset retirement obligation liabilities, end of period | Asset retirement obligation liabilities, end of period | 1,339.6 | | | 1,289.9 | | Asset retirement obligation liabilities, end of period | 1,369.9 | | | 1,330.4 | |
| Less: current portion | Less: current portion | (80.9) | | | (94.2) | | Less: current portion | (70.8) | | | (76.8) | |
| Long-term portion | Long-term portion | $ | 1,258.7 | | | $ | 1,195.7 | | Long-term portion | $ | 1,299.1 | | | $ | 1,253.6 | |
We review annually, in the fourth quarter, and update as necessary, our estimates of asset retirement obligation liabilities. However, if there are significant changes in the facts and circumstances related to a site during the year, we will update our assumptions prospectively in the period that we know all the relevant facts and circumstances and make adjustments as appropriate.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Landfill Operating Expenses
In the normal course of business, we incur various operating costs associated with environmental compliance. These costs include, among other things, leachate treatment and disposal, methane gas and groundwater monitoring, systems maintenance, interim cap maintenance, costs associated with the application of daily cover materials, and the legal and administrative costs of ongoing environmental compliance. These costs are expensed as cost of operations in the periods in which they are incurred.
Environmental Remediation Liabilities
We accrue for remediation costs when they become probable and can be reasonably estimated. There can sometimes be a range of reasonable estimates of the costs associated with remediation of a site. In these cases, we use the amount within the range that constitutes our best estimate. If no amount within the range appears to be a better estimate than any other, we use the amount that is at the low end of the range. It is reasonably possible that we will need to adjust the liabilities recorded for remediation to reflect the effects of new or additional information, to the extent such information impacts the costs, timing or duration of the required actions. If we used the reasonably possible high ends of our ranges, our aggregate potential remediation liability as of SeptemberJune 30, 20192020 would be approximately $369$365 million higher than the amount recorded. Future changes in our estimates of the cost, timing or duration of the required actions could have a material adverse effect on our consolidated financial position, results of operations and cash flows.
The following table summarizes the activity in our environmental remediation liabilities for the ninesix months ended SeptemberJune 30, 20192020 and 2018:2019:
| | | | | | | | | | | |
| 2019 | | 2018 |
| Environmental remediation liabilities, beginning of year | $ | 540.2 | | | $ | 564.0 | |
| Net adjustments charged to expense | (9.6) | | | 3.3 | |
| Payments | (29.4) | | | (30.2) | |
| Accretion expense (non-cash interest expense) | 14.3 | | | 15.2 | |
| Acquisitions, net of divestitures and other adjustments | 0.1 | | | — | |
| Environmental remediation liabilities, end of period | 515.6 | | | 552.3 | |
| Less: current portion | (72.3) | | | (74.1) | |
| Long-term portion | $ | 443.3 | | | $ | 478.2 | |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
| | | | | | | | | | | |
| 2020 | | 2019 |
| Environmental remediation liabilities, beginning of year | $ | 500.2 | | | $ | 540.2 | |
| Net adjustments charged to expense | (0.4) | | | (10.3) | |
| Payments | (28.3) | | | (17.8) | |
| Accretion expense (non-cash interest expense) | 9.3 | | | 9.6 | |
| Acquisitions, net of divestitures and other adjustments | 1.5 | | | — | |
| Environmental remediation liabilities, end of period | 482.3 | | | 521.7 | |
| Less: current portion | (57.3) | | | (65.5) | |
| Long-term portion | $ | 425.0 | | | $ | 456.2 | |
Bridgeton Landfill. During the ninesix months ended SeptemberJune 30, 2019,2020, we paid $12.0$15.7 million related to management and monitoring of the remediation area for our closed Bridgeton Landfill in Missouri. We continue to work with state and federal regulatory agencies on our remediation efforts. From time to time, this may require us to modify our future operating timeline and procedures, which could result in changes to our expected liability. As of SeptemberJune 30, 2019,2020, the remediation liability recorded for this site was $149.1$128.8 million, of which approximately $2$8 million is expected to be paid during the remainder of 2019.2020. We believe the remaining reasonably possible high end of our range would be approximately $171$163 million higher than the amount recorded as of SeptemberJune 30, 2019.2020.
During the six months ended June 30, 2020, we recognized a favorable insurance recovery of $10.8 million related to our closed Bridgeton Landfill as a reduction of remediation expenses in our consolidated statement of income for the applicable period.
West Lake Landfill Superfund Site. Our subsidiary Bridgeton Landfill, LLC is one of several currently designated Potentially Responsible Parties for the West Lake Landfill Superfund site (West Lake) in Missouri. On September 27, 2018, the U.S. Environmental Protection Agency (EPA) issued a Record of Decision Amendment for West Lake that includes a total undiscounted cost estimate of $229 million over a four- to five-year design and construction timeline. On March 11, 2019, the EPA issued special notice letters under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) to Bridgeton Landfill, LLC and the other currently designated Potentially Responsible Parties to initiate negotiations to implement the remedy. At this time we are neither able to predict the final design of that remedy, nor estimate how much of the future response costs of the site our subsidiary may agree or be required to pay. During any subsequent administrative proceedings or litigation, our subsidiary will vigorously contest liability for the costs of remediating radiologically-impacted materials generated on behalf of the federal government during the Manhattan Project and delivered to the site by an Atomic Energy Commission licensee and its subcontractor. Currently, we believe we are adequately reserved for our expected remediation liability. However, subsequent events related to remedy design, divisibility, or allocation may require us to modify our expected remediation liability.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. DEBT
The carrying value of our notes payable, finance leases and long-term debt as of SeptemberJune 30, 20192020 and December 31, 20182019 is listed in the following table, and is adjusted for the fair value of interest rate swaps, unamortized discounts, deferred issuance costs and the unamortized portion of adjustments to fair value recorded in purchase accounting. Original issue discounts and adjustments to fair value recorded in purchase accounting are amortized to interest expense over the term of the applicable instrument using the effective interest method.
| | | | | | | September 30, 2019 | | | December 31, 2018 | | | | | | June 30, 2020 | | | December 31, 2019 | |
| Maturity | Maturity | | Interest Rate | | Principal | | Adjustments | | Carrying Value | | Principal | | Adjustments | | Carrying Value | Maturity | | Interest Rate | | Principal | | Adjustments | | Carrying Value | | Principal | | Adjustments | | Carrying Value |
| Credit facilities: | Credit facilities: | | | | | | | | | | | | | | | Credit facilities: | | | | | | | | | | | | | | |
| Uncommitted Credit Facility | Uncommitted Credit Facility | | Variable | | $ | 12.2 | | | $ | — | | | $ | 12.2 | | | $ | 33.4 | | | $ | — | | | $ | 33.4 | | Uncommitted Credit Facility | | Variable | | $ | — | | | $ | — | | | $ | — | | | $ | 11.6 | | | $ | — | | | $ | 11.6 | |
| | June 2023 | June 2023 | | Variable | | 170.0 | | | — | | | 170.0 | | | 159.0 | | | — | | | 159.0 | | June 2023 | | Variable | | — | | | — | | | — | | | 184.4 | | | — | | | 184.4 | |
| Senior notes: | Senior notes: | | Senior notes: | |
| | September 2019 | | 5.500 | | | — | | | — | | | — | | | 650.0 | | | (0.9) | | | 649.1 | | |
| March 2020 | March 2020 | | 5.000 | | | 850.0 | | | (0.4) | | | 849.6 | | | 850.0 | | | (1.0) | | | 849.0 | | March 2020 | | 5.000 | | — | | | — | | | — | | | 850.0 | | | (0.1) | | | 849.9 | |
| November 2021 | November 2021 | | 5.250 | | | 600.0 | | | (0.8) | | | 599.2 | | | 600.0 | | | (1.2) | | | 598.8 | | November 2021 | | 5.250 | | 600.0 | | | (0.6) | | | 599.4 | | | 600.0 | | | (0.8) | | | 599.2 | |
| June 2022 | June 2022 | | 3.550 | | | 850.0 | | | (2.9) | | | 847.1 | | | 850.0 | | | (3.6) | | | 846.4 | | June 2022 | | 3.550 | | 850.0 | | | (2.1) | | | 847.9 | | | 850.0 | | | (2.6) | | | 847.4 | |
| May 2023 | May 2023 | | 4.750 | | | 550.0 | | | 4.9 | | | 554.9 | | | 550.0 | | | (5.5) | | | 544.5 | | May 2023 | | 4.750 | | 550.0 | | | 12.5 | | | 562.5 | | | 550.0 | | | 2.6 | | | 552.6 | |
| August 2024 | August 2024 | | 2.500 | | | 900.0 | | | (8.0) | | | 892.0 | | | — | | | — | | | — | | August 2024 | | 2.500 | | 900.0 | | | (7.4) | | | 892.6 | | | 900.0 | | | (8.3) | | | 891.7 | |
| March 2025 | March 2025 | | 3.200 | | | 500.0 | | | (3.7) | | | 496.3 | | | 500.0 | | | (4.3) | | | 495.7 | | March 2025 | | 3.200 | | 500.0 | | | (3.3) | | | 496.7 | | | 500.0 | | | (3.6) | | | 496.4 | |
| July 2026 | July 2026 | | 2.900 | | | 500.0 | | | (4.0) | | | 496.0 | | | 500.0 | | | (4.4) | | | 495.6 | | July 2026 | | 2.900 | | 500.0 | | | (3.6) | | | 496.4 | | | 500.0 | | | (3.9) | | | 496.1 | |
| November 2027 | November 2027 | | 3.375 | | | 650.0 | | | (5.4) | | | 644.6 | | | 650.0 | | | (5.9) | | | 644.1 | | November 2027 | | 3.375 | | 650.0 | | | (4.8) | | | 645.2 | | | 650.0 | | | (5.2) | | | 644.8 | |
| May 2028 | May 2028 | | 3.950 | | | 800.0 | | | (16.1) | | | 783.9 | | | 800.0 | | | (17.3) | | | 782.7 | | May 2028 | | 3.950 | | 800.0 | | | (15.0) | | | 785.0 | | | 800.0 | | | (15.7) | | | 784.3 | |
| March 2030 | | March 2030 | | 2.300 | | 600.0 | | | (6.8) | | | 593.2 | | | — | | | — | | | — | |
| March 2035 | March 2035 | | 6.086 | | | 181.9 | | | (14.1) | | | 167.8 | | | 181.9 | | | (14.4) | | | 167.5 | | March 2035 | | 6.086 | | 181.9 | | | (13.7) | | | 168.2 | | | 181.9 | | | (13.9) | | | 168.0 | |
| March 2040 | March 2040 | | 6.200 | | | 399.9 | | | (3.7) | | | 396.2 | | | 399.9 | | | (3.8) | | | 396.1 | | March 2040 | | 6.200 | | 399.9 | | | (3.6) | | | 396.3 | | | 399.9 | | | (3.7) | | | 396.2 | |
| May 2041 | May 2041 | | 5.700 | | | 385.7 | | | (5.3) | | | 380.4 | | | 385.7 | | | (5.3) | | | 380.4 | | May 2041 | | 5.700 | | 385.7 | | | (5.2) | | | 380.5 | | | 385.7 | | | (5.3) | | | 380.4 | |
| March 2050 | | March 2050 | | 3.050 | | 400.0 | | | (7.4) | | | 392.6 | | | — | | | — | | | — | |
| Debentures: | Debentures: | | Debentures: | |
| May 2021 | May 2021 | | 9.250 | | | 35.3 | | | (0.5) | | | 34.8 | | | 35.3 | | | (0.7) | | | 34.6 | | May 2021 | | 9.250 | | 35.3 | | | (0.2) | | | 35.1 | | | 35.3 | | | (0.4) | | | 34.9 | |
| September 2035 | September 2035 | | 7.400 | | | 148.1 | | | (33.2) | | | 114.9 | | | 148.1 | | | (33.8) | | | 114.3 | | September 2035 | | 7.400 | | 148.1 | | | (32.6) | | | 115.5 | | | 148.1 | | | (33.0) | | | 115.1 | |
| Tax-exempt: | Tax-exempt: | | Tax-exempt: | |
| 2020 - 2049 | | 1.300 - 1.875 | | 1,072.4 | | | (6.1) | | | 1,066.3 | | | 1,042.4 | | | (5.6) | | | 1,036.8 | | |
| 2020 - 2050 | | 2020 - 2050 | | 0.400 - 3.000 | | 1,126.2 | | | (6.8) | | | 1,119.4 | | | 1,122.4 | | | (6.2) | | | 1,116.2 | |
| Finance leases: | Finance leases: | | Finance leases: | |
| 2019 - 2049 | | 3.070 - 12.203 | | 112.4 | | | — | | | 112.4 | | | 109.5 | | | — | | | 109.5 | | |
| 2020 - 2055 | | 2020 - 2055 | | 1.882 - 12.203 | | 131.5 | | | — | | | 131.5 | | | 119.3 | | | — | | | 119.3 | |
| Total Debt | Total Debt | | $ | 8,717.9 | | | $ | (99.3) | | | 8,618.6 | | | $ | 8,445.2 | | | $ | (107.7) | | | 8,337.5 | | Total Debt | | $ | 8,758.6 | | | $ | (100.6) | | | 8,658.0 | | | $ | 8,788.6 | | | $ | (100.1) | | | 8,688.5 | |
| Less: current portion | Less: current portion | | | | | | (912.8) | | | | | | | (690.7) | | Less: current portion | | | | | | (60.0) | | | | | | | (929.9) | |
| Long-term portion | Long-term portion | | $ | 7,705.8 | | | $ | 7,646.8 | | Long-term portion | | $ | 8,598.0 | | | $ | 7,758.6 | |
Credit Facilities
In June 2018, we entered into a $2.25 billion unsecured revolving credit facility (the Credit Facility), which replaced our $1.0 billion and $1.25 billion unsecured credit facilities that would have matured in May 2021 and June 2019, respectively. The Credit Facility matures in June 2023. We may request 2 one-year extensions of the maturity date but none of the lenders are committed to participate in such extension. The Credit Facility also includes a feature that allows us to increase availability, at our option, by an aggregate amount of up to $1.0 billion through increased commitments from existing lenders or the addition of new lenders. At our option, borrowings under the Credit Facility bear interest at a Base Rate, or a Eurodollar Rate, plus an applicable margin based on our Debt Ratings (all as defined in the Credit Facility agreement).
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Credit Facility is subject to facility fees based on applicable rates defined in the Credit Facility agreement and the aggregate commitment, regardless of usage. Availability under our Credit Facility totaled $1,710.6$1,885.2 million and $1,694.1$1,696.9 million
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
as of SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively. The Credit Facility can be used for working capital, capital expenditures, acquisitions, letters of credit and other general corporate purposes. The Credit Facility agreement requires us to comply with financial and other covenants. We may pay dividends and repurchase common stock if we are in compliance with these covenants.
As of SeptemberJune 30, 20192020, we had 0 borrowings under our Credit Facility, and as of December 31, 2018,2019, we had $170.0 million and $159.0$184.4 million of borrowings under our Credit Facility, respectively.Facility. We had $352.0$348.1 million and $379.6$351.4 million of letters of credit outstanding under our Credit Facility as of SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively.
In July 2020, we executed an amendment to the Credit Facility agreement to increase flexibility and reduce restrictions, in particular, for future acquisitions. Effective June 30, 2020, the amendment eliminated the consolidated interest coverage ratio and revised the sole remaining financial covenant, total debt to EBITDA ratio.
We also have an Uncommitted Credit Facility, which bears interest at LIBOR, plus an applicable margin and is subject to facility fees defined in the agreement, regardless of usage.margin. We can use borrowings under the Uncommitted Credit Facility for working capital and other general corporate purposes. The agreement governing our Uncommitted Credit Facility requires us to comply with certain covenants. The Uncommitted Credit Facility may be terminated by either party at any time. WeAs of June 30, 2020, we had $12.2 million0 borrowings outstanding under our Uncommitted Credit Facility, and as of borrowings and $33.4December 31, 2019, we had $11.6 million of borrowings outstanding under our Uncommitted Credit Facility as of September 30, 2019 and December 31, 2018, respectively.Facility.
Senior Notes and Debentures
In August 2019,February 2020, we issued $900.0$600.0 million of 2.500%2.300% senior notes due 20242030 (the 2.500%2.300% Notes) and $400.0 million of 3.050% senior notes due 2050 (the 3.050% Notes). We used the net proceeds from the 2.500%2.300% Notes and 3.050% Notes to repay $650.0$850.0 million of 5.500%5.000% senior notes that matured in September 2019. AnyMarch 2020. The remaining proceeds were used to repay amounts outstanding under our unsecured credit facilities as well as for general corporate purposes. Contemporaneously with this offering, we amended interest rate lock agreements with a notional value of $375.0 million and dedesignated the hedging relationship. There was 0 ineffectiveness recognized in the termination of these cash flow hedges. In addition, we entered into an offsetting interest rate swap to manage exposure to fluctuations in interest rates associated with the amended agreements. For further detail regarding the effect of our derivative contracts on interest expense, refer to Note 12, Financial Instruments, to our unaudited consolidated financial statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.
In 2018, we issued $800.0 million of 3.950% senior notes due 2028 (the 3.950% Notes). We used the net proceeds from the 3.950% Notes to repay $700.0 million of 3.800% senior notes that matured in May 2018, and any remaining proceeds were used for general corporate purposes. In connection with this offering, we terminated interest rate lock agreements with a notional value of $600.0 million, resulting in net proceeds of $31.1 million. There was 0 ineffectiveness recognized in the termination of these cash flow hedges.
Our senior notes and debentures are general unsecured obligations. Interest is payable semi-annually.
Tax-Exempt Financings
During the second quarter of 2019, we refinanced $35.0 million of tax-exempt financings and issued $30.0 million of new tax-exempt financings. As of September 30, 2019, we had $1,066.3 million of certain variable rate tax-exempt financings outstanding with maturities ranging from 2020 to 2049. As of December 31, 2018, we had $1,036.8 million of certain variable rate tax-exempt financings outstanding with maturities ranging from 2019 to 2044. Approximately 100% of our tax-exempt financings are remarketed quarterly by remarketing agents to effectively maintain a variable yield. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. To date, the remarketing agents have been able to remarket all of our variable rate unsecured tax-exempt bonds.
Finance Leases
We had finance lease liabilities of $112.4 million and $109.5 million as of September 30, 2019 and December 31, 2018, respectively, with maturities ranging from 2019 to 2049 and 2019 to 2046, respectively.
Interest Rate Swap and Lock Agreements
Our ability to obtain financing through the capital markets is a key component of our financial strategy. Historically, we have managed risk associated with executing this strategy, particularly as it relates to fluctuations in interest rates, by using a combination of fixed and floating rate debt. From time to time, we also have entered into interest rate swap and lock agreements to manage risk associated with interest rates, either to effectively convert specific fixed rate debt to a floating rate (fair value hedges), or to lock interest rates in anticipation of future debt issuances (cash flow hedges).
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Fair Value Hedges
During the second half of 2013, we entered into various interest rate swap agreements relative to our 4.750% fixed rate senior notes due in May 2023. The goal was to reduce overall borrowing costs and rebalance our debt portfolio's ratio of fixed to floatingfixed-to-floating interest rates. As of SeptemberJune 30, 2019 and December 31, 2018,2020, these swap agreements had a total notional value of $300.0 million and mature in May 2023, which is identical to the maturity of the hedged senior notes. We pay interest at floating rates based on changes in LIBOR and receive interest at a fixed rate of 4.750%. These transactions were designated as fair value hedges because the swaps hedge against the changes in fair value of the fixed rate senior notes resulting from changes in interest rates.
As of SeptemberJune 30, 20192020 and December 31, 2018,2019, the interest rate swap agreements are reflected at their fair value of $13.1$21.8 million and $2.5$10.7 million, respectively, and are included in other assets in our consolidated balance sheet. To the extent they are effective, these interest rate swap agreements are included as an adjustment to long-term debt in our consolidated balance sheets.
We recognized net interest income of $1.3 million and $0.1 million during the three months ended June 30, 2020 and 2019, respectively, and net interest income of $2.0 million and $0.2 million during the six months ended June 30, 2020 and 2019, respectively, related to net settlements for these interest rate swap agreements, which is included as an offset to interest expense in our consolidated statements of income.
For the three months ended SeptemberJune 30, 20192020 and 2018,2019, we recognized a lossgain of $1.1less than $0.1 million and a gainloss of $1.9$5.5 million, respectively, on the change in fair value of the hedged senior notes and gains of $0.8 million and $5.7 million, respectively, on the related interest rate swaps, both attributable to changes in the benchmark interest rate, with an offsetting gainrate. For the six months ended June 30, 2020 and 2019, we recognized losses of $1.4$9.7 million and an offsetting loss of $2.0 million, respectively, on the related interest rate swaps. For the nine months ended September 30, 2019 and 2018, we recognized a loss of $10.0 million and a gain of $11.1$8.9 million, respectively, on the change in fair value of the hedged senior notes, with offsetting gains of $11.1 million and $9.1 million, respectively, on the related interest rate swaps, both
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
attributable to changes in the benchmark interest rate, with an offsetting gain of $10.5 million and an offsetting loss of $11.5 million, respectively, on the related interest rate swaps.rate. The difference of these fair value changes for the ninethree and six months ended SeptemberJune 30, 2018 was recorded directly in earnings as other income, net. In accordance with our adoption of ASU 2017-12, the difference of these fair value changes for the nine months ended September 30,2020 and 2019 was recorded directly in earnings as an adjustment to interest expense in our consolidated statementstatements of income.
For further detail regarding the effect of our fair value hedging on interest expense, refer to Note 12,11, Financial Instruments, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q.
Cash Flow Hedges
As of SeptemberJune 30, 20192020 and December 31, 2018,2019, our interest rate lock agreements had an aggregate notional value of $575.0$200.0 million and $725.0$575.0 million, respectively, with fixed interest rates ranging from 0.784% to 2.374% and 1.330% to 3.000% and 1.900% to 3.250%, respectively. We entered into these transactions to manage exposure to fluctuations in interest rates in anticipation of planned future issuances of senior notes in 2019 through2020 and 2021. Upon the expected issuance of senior notes, we will terminate the interest rate locks and settle with our counterparties. These transactions were accounted for as cash flow hedges.
The fair value of our interest rate locks was determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy). The aggregate fair values of the outstanding interest rate locks as of SeptemberJune 30, 2020 were liabilities of $11.2 million, which were recorded in other long-term liabilities in our consolidated balance sheet. As of December 31, 2019, the aggregate fair values of the outstanding interest rate locks were assets of $1.3$3.6 million, which were recorded in prepaid expenses and other current assets in our consolidated balance sheet and liabilities of $30.7$15.7 million, which were recorded in other accrued liabilities and other long-term liabilities in our consolidated balance sheet. As of December 31, 2018, the aggregate fair values of the outstanding interest rate locks were assets of $10.3 million and were recorded in other assets in our consolidated balance sheet.
Total unrealized (loss) gainloss recognized in other comprehensive income for interest rate locks was $(11.9)$0.1 million and $4.2$19.9 million, net of tax, for the three months ended SeptemberJune 30, 20192020 and 2018,2019, respectively. Total unrealized (loss) gainloss recognized in other comprehensive income for interest rate locks was $(43.0)$22.3 million and $33.1$31.2 million, net of tax, for the ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, respectively.
As of SeptemberJune 30, 20192020 and December 31, 2018,2019, our previously terminated interest rate locks were recorded as components of accumulated other comprehensive income (loss),loss, net of tax of $(3.5)$25.7 million and $11.2$4.7 million, respectively. The amortization of the terminated interest rate locks is recorded as an adjustment to interest expense over the life of the issued debt using the effective interest method. WeOver the next 12 months, we expect to amortize approximately $1.9$4.5 million, of net interest expense, net of tax, over the next 12 monthsfrom accumulated other comprehensive loss to interest expense as a yield adjustment of our senior notes.
For further detail regarding the effect of our cash flow hedging on interest expense, refer to Note 12,11, Financial Instruments, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q.
Derivative Contracts
8. LEASES
We lease propertyContemporaneously with the issuance of our 2.300% Notes in February 2020, we amended interest rate lock agreements with a notional value of $550.0 million, extending the mandatory maturity date from 2020 to 2030 and equipmentdedesignated them as cash flow hedges (the 2020 Extended Interest Rate Locks). Contemporaneously with the issuance of our 2.500% Notes in August 2019, we amended interest rate lock agreements with a notional value of $375.0 million, extending the mandatory maturity date from 2019 to 2024 and dedesignated them as cash flow hedges (collectively with the 2020 Extended Interest Rate Locks referred to as the Extended Interest Rate Locks). There was no ineffectiveness recognized in the ordinary coursetermination of business under various lease agreements.these cash flow hedges. In addition, we entered into offsetting interest rate swaps to offset future exposures to fair value fluctuations of the Extended Interest Rate Locks (the Offsetting Interest Rate Swaps). The most significant lease obligations are for real propertyfair value of these free-standing derivatives was determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy).
As of June 30, 2020 and equipment specificDecember 31, 2019, the fair values of the Extended Interest Rate Locks were liabilities of $122.8 million and $22.2 million, respectively, which were included in other long-term liabilities in our consolidated balance sheets, and the fair values of the Offsetting Interest Rate Swaps were assets of $72.1 million and $2.9 million, respectively, and were included in other assets in our consolidated balance sheets. For the three and six months ended June 30, 2020, we recognized losses of $10.2 million and $71.5 million, respectively, on the change in fair value of the Extended Interest Rate Locks, with offsetting gains of $10.6 million and $69.2 million, respectively, on the Offsetting Interest Rate Swaps. The change in fair value was recorded directly in earnings as an adjustment to interest expense in our industry, including property operated as a landfill or transferconsolidated statements of income.
Tax-Exempt Financings
As of June 30, 2020, we had $1,119.4 million of certain variable rate tax-exempt financings outstanding with maturities ranging from 2020 to 2050. As of December 31, 2019, we had $1,116.2 million of certain variable rate tax-exempt financings
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
stationoutstanding with maturities ranging from 2020 to 2049. During the second quarter of 2020, we issued $60.0 million of tax-exempt financings. During the second quarter of 2019, we refinanced $35.0 million of tax-exempt financings and operating equipment. Our leases have varying terms. Some may include renewal or purchase options, escalation clauses, restrictions, penalties or other obligations that we consider in determining minimum lease payments. Our lease terms include options to renew the lease when it is reasonably certain that we will exercise the option.issued $30.0 million of new tax-exempt financings.
Certain leases require payments that are variable in nature based on volume measurements, e.g. a fixed rate per ton at our landfills. In addition, certain rental payments are adjusted annually based on changes in an underlying base index such as a consumer price index. Variable lease payments are recognized in our consolidated statement of income in the period incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We generally account for lease components separately from non-lease components.
Leases are classified as either operating leases or finance leases, as appropriate. Leases with an initial term of 12 months or less are not recorded on our consolidated balance sheet.
Operating Leases
ManyAll of our leasestax-exempt financings are operating leases. Operating lease classification generallyremarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield. The holders of the bonds can be attributedput them back to either (1) relatively low fixed minimum lease payments (including, for example, real property lease payments thatthe remarketing agents at the end of each interest period. If the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, we currently have availability under our $2.25 billion unsecured revolving credit facility to fund these bonds until they are not fixed and vary based on the volume of wasteremarketed successfully. Accordingly, we receive or process), or (2) minimum lease terms that are shorter than the asset's economic useful life. We expect that, in the ordinary course of business, our operating leases will be renewed, replaced by other leases, or replaced with capital expenditures. We recognize rent expense forhave classified these leases on a straight-line basis over the lease term.
We recognize a right-of-use liability and right-of-use asset for leases classifiedborrowings as operating leaseslong-term in our consolidated balance sheet upon lease commencement. The right-of-use liability represents the present valuesheets as of the remaining lease payments. An implicit rate is often not readily available for these leases. As such, we use our incremental borrowing rate at the commencement date to determine the present value of the lease payments. Our incremental borrowing rate represents the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. In addition, we recognize a corresponding right-of-use asset, which represents our right to use an underlying asset for the lease term. The right-of-use asset is adjusted for certain favorable or unfavorable leases recognized through acquisition, prepaid or accrued rent, asset impairmentsJune 30, 2020 and lease incentives, including but not limited to cash incentives, rent abatement or leasehold improvements paid by the lessor.December 31, 2019.
Finance Leases
We capitalize assets acquired under finance leases at lease commencement and amortize them to depreciation expense over the lesser of the useful life of the asset or the lease term on either a straight-line or a units-of-consumption basis, depending on the asset leased. We record the present value of the related lease payments as a debt obligation. Ourhad finance lease liability relates primarilyliabilities of $131.5 million as of June 30, 2020 with maturities ranging from 2020 to certain long-term landfill operating agreements that require minimum lease payments with offsetting2055. We had finance lease assets recorded as partliabilities of the landfill development costs.
A summary of the lease classification on our consolidated balance sheet$119.3 million as of September 30,December 31, 2019 follows:
| | | | | | | | | | |
| | 2019with maturities ranging from | | |
Assets | | | | |
Operating right-of-use lease assets | Other assets | | $ | 243.1 | | | |
Finance lease assets | Property and equipment, net | | 128.2 | | | |
Total lease assets | | $ | 371.3 | | | |
| | | | |
Liabilities | | | | |
Current | | | | |
Operating | Other accrued liabilities | $ | 36.6 | | | |
Finance | Notes payable and current maturities of long-term debt | 7.0 | | | |
Long-term | | | | |
Operating | Other long-term liabilities | 226.0 | | | |
Finance | Long-term debt, net of current maturities | 105.4 | | | |
Total lease liabilities | | $ | 375.0 | | | |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
A summary of the lease cost reflected in our consolidated statement of income for the three and nine months ended September 30, 2019 follows:
| | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2019 | | Nine Months Ended September 30, 2019 |
| Operating lease cost | | | | |
| Fixed lease cost | Cost of operations | | $ | 10.7 | | | $ | 31.0 | |
| Short-term lease cost | Cost of operations | 9.4 | | | 28.4 | |
| Variable lease cost | Cost of operations | | 4.6 | | | 13.3 | |
| Finance lease cost | | | | |
| Amortization of leased assets | Depreciation amortization, and depletion | 1.4 | | | 4.1 | |
| Interest on lease liabilities | Interest expense | 1.9 | | | 5.6 | |
| Variable lease cost | Interest expense | 1.6 | | | 4.3 | |
| Total lease cost | | $ | 29.6 | | | $ | 86.7 | |
As of September 30, 2019, aggregate principal payments for operating and finance leases follows:
| | | | | | | | | | | | | | | | | | | | |
| | Operating Leases | | Finance Leases | | Total |
| 2019 (remaining) | | $ | 12.7 | | | $ | 3.7 | | | $ | 16.4 | |
| 2020 | | 42.8 | | | 15.6 | | | 58.4 | |
| 2021 | | 39.5 | | | 14.0 | | | 53.5 | |
| 2022 | | 33.3 | | | 13.4 | | | 46.7 | |
| 2023 | | 31.7 | | | 39.2 | | | 70.9 | |
| Thereafter | | 157.0 | | | 129.0 | | | 286.0 | |
| Total lease payments | | 317.0 | | | 214.9 | | | 531.9 | |
| Less: interest | | (54.4) | | | (102.5) | | | (156.9) | |
| Present value of lease liabilities | | $ | 262.6 | | | $ | 112.4 | | | $ | 375.0 | |
A summary of the weighted-average remaining lease term and weighted-average discount rate as of September 30, 2019 follows:
| | | | | | | | |
| | September 30, 2019 |
Weighted-average remaining lease term (years) | | |
Operating leases | | 9.0 |
Finance leases | | 14.7 |
Weighted-average discount rate | | |
Operating leases | | 3.9 | % |
Finance leases | | 7.0 | % |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Supplemental cash flow and other non-cash information for the three and nine months ended September 30, 2019 follows:
| | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2019 | | Nine Months Ended September 30, 2019 |
| Cash paid for amounts included in the measurement of lease liabilities | | | | |
| Operating cash flows from operating leases | | $ | 25.0 | | | $ | 73.3 | |
| Operating cash flows from finance leases | | $ | 3.5 | | | $ | 9.9 | |
| Financing cash flows from finance leases | | $ | 1.6 | | | $ | 4.4 | |
| Leased assets obtained in exchange for new finance lease liabilities | | $ | 6.3 | | | $ | 7.1 | |
| Leased assets obtained in exchange for new operating lease liabilities | | $ | 26.6 | | | $ | 36.0 | |
9.8. INCOME TAXES
Our effective tax rate, exclusive of non-controlling interests, for the three and ninesix months ended SeptemberJune 30, 20192020 was 19.3%24.7% and 22.5%24.1%, respectively. Our effective tax rate, exclusive of non-controlling interests, for the three and ninesix months ended September 30, 2018 was 22.7% and 23.6%, respectively. Our effective tax rate, for the three and nine months ended SeptemberJune 30, 2019 was favorably affected by settlements of various state matters23.6% and the realization of additional federal and state benefits as well as adjustments to deferred taxes due to the completion of our 2018 tax returns.24.3%, respectively.
Cash paid for income taxes was $6.6 million for the six months ended June 30, 2020 and a net refund of $4.3 million and a net payment of $43.5$10.5 million for the ninesame period in 2019. The net refund received for the six months ended SeptemberJune 30, 2019 and 2018, respectively. Cash taxes have been favorably impacted fromwas due to the receipt of funds from amended returns filed during 2018.tax returns.
We have deferred tax assets related to state net operating loss carryforwards. We provide a partial valuation allowance due to uncertainty surrounding the future utilization of these carryforwards in the taxing jurisdictions where the loss carryforwards exist. When determining the need for a valuation allowance, we consider all positive and negative evidence, including recent financial results, scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies.
As a result of changes in U.S. tax law and our ongoing efforts to evaluate, streamline and maximize the efficiency of our tax footprint, we could adjust our valuation allowance in a future period if there is sufficient evidence to support a conclusion that it is more certain than not that a portion of the state net operating loss carryforwards, on which we currently provide a valuation allowance, would be realized. Future changes in our valuation allowance could have a material effect on our results of operations in the period recorded.
The realization of our deferred tax asset for state loss carryforwards ultimately depends upon the existence of sufficient taxable income in the appropriate state taxing jurisdictions in future periods. The weight given to the positive and negative evidence is commensurate with the extent such evidence can be objectively verified. We continue to regularly monitor both positive and negative evidence in determining the ongoing need for a valuation allowance. As of SeptemberJune 30, 2019,2020, the valuation allowance associated with our state loss carryforwards was approximately $68 million.$67 million, which we believe is sufficient at this time.
Given the various uncertainties surrounding the COVID-19 pandemic, we will continue to review our estimates for recoverability of our state loss carryforwards on, at least, a quarterly basis.
We are subject to income tax in the United States and Puerto Rico, as well as in multiple state jurisdictions. Our compliance with income tax rules and regulations is periodically audited by taxing authorities. These authorities may challenge the positions taken in our tax filings. We are currently under examination or administrative review by the Internal Revenue Service for tax years 2015 through 2017, as well as state and local taxing authorities and Puerto Rico for various tax years.
We believe that our recorded liabilities for uncertain tax positions are adequate. However, a significant assessment against us in excess of the liabilities recorded could have a material adverse effect on our consolidated financial position, results of operations and cash flows. As of SeptemberJune 30, 2019,2020, we are unable to estimate the resolution of our gross unrecognized benefits over the next 12 months.
We recognize interest and penalties as incurred within the provision for income taxes in the consolidated statement of income. As of SeptemberJune 30, 2019,2020, we accrued a liability for penalties of $0.3 million and a liability for interest (including interest on penalties) of $11.0$12.1 million related to our uncertain tax positions.
10. STOCK REPURCHASES, DIVIDENDS AND EARNINGS PER SHARE
Available Shares
We currently have approximately 12.8 million shares of common stock reserved for future grants under the Republic Services, Inc. Amended and Restated 2007 Stock Incentive Plan.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
9. STOCK REPURCHASES, DIVIDENDS AND EARNINGS PER SHARE
Available Shares
We currently have approximately 12.3 million shares of common stock reserved for future grants under the Republic Services, Inc. Amended and Restated 2007 Stock Incentive Plan.
Stock Repurchases
Stock repurchase activity during the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 follows (in millions, except per share amounts):
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2019 | | 2018 | | 2019 | | 2018 | | 2020 | | 2019 | | 2020 | | 2019 |
| Number of shares repurchased | Number of shares repurchased | 1.7 | | | 1.4 | | | 4.3 | | | 8.5 | | Number of shares repurchased | — | | | 1.1 | | | 1.2 | | | 2.6 | |
| Amount paid | Amount paid | $ | 151.3 | | | $ | 100.9 | | | $ | 353.8 | | | $ | 574.9 | | Amount paid | $ | — | | | $ | 91.0 | | | $ | 98.8 | | | $ | 202.5 | |
| Weighted average cost per share | Weighted average cost per share | $ | 86.87 | | | $ | 71.83 | | | $ | 81.63 | | | $ | 67.84 | | Weighted average cost per share | $ | — | | | $ | 82.63 | | | $ | 85.06 | | | $ | 78.11 | |
As of SeptemberJune 30, 2020, 0 repurchased shares were pending settlement. As of June 30, 2019, there were less than 0.1 million repurchased shares pending settlement, resulting in an associated $0.1 million of share repurchases unpaid and included within other accrued liabilities. As of September 30, 2018, there were 0 repurchased shares pending settlement.
In October 2017, our Board of Directors added $2.0 billion to the existing share repurchase authorization that now extends through December 31, 2020. Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws. While the Board of Directors has approved the program, the timing of any purchases, the prices and the number of shares of common stock to be purchased will be determined by our management, at its discretion, and will depend upon market conditions and other factors. The share repurchase program may be extended, suspended or discontinued at any time. As of SeptemberJune 30, 2019,2020, the remaining authorized purchase capacity under our October 2017 repurchase program was $750.3$605.8 million.
Dividends
In July 2019,April 2020, our Board of Directors approved a quarterly dividend of $0.405 per share. Cash dividends declared were $370.2$257.9 million for the ninesix months ended SeptemberJune 30, 2019.2020. As of SeptemberJune 30, 2019,2020, we recorded a quarterly dividend payable of $129.3$129.0 million to shareholders of record at the close of business on OctoberJuly 1, 2019.2020.
Earnings per Share
Basic earnings per share is computed by dividing net income attributable to Republic Services, Inc. by the weighted average number of common shares (including vested but unissued RSUs and PSUs) outstanding during the period. Diluted earnings per share is based on the combined weighted average number of common shares and common share equivalents outstanding, which include, where appropriate, the assumed exercise of employee stock options, unvested RSUs and unvested PSUs at the expected attainment levels. We use the treasury stock method in computing diluted earnings per share.
Earnings per share for the three and nine months ended September 30, 2019 and 2018 are calculated as follows (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | | | Nine Months Ended September 30, | | |
| | 2019 | | 2018 | | 2019 | | 2018 |
| Basic earnings per share: | | | | | | | |
| Net income attributable to Republic Services, Inc. | $ | 298,300 | | | $ | 263,400 | | | $ | 784,000 | | | $ | 736,000 | |
| Weighted average common shares outstanding | 320,633 | | | 325,483 | | | 321,544 | | | 327,830 | |
| Basic earnings per share | $ | 0.93 | | | $ | 0.81 | | | $ | 2.44 | | | $ | 2.25 | |
| Diluted earnings per share: | | | | | | | |
| Net income attributable to Republic Services, Inc. | $ | 298,300 | | | $ | 263,400 | | | $ | 784,000 | | | $ | 736,000 | |
| Weighted average common shares outstanding | 320,633 | | | 325,483 | | | 321,544 | | | 327,830 | |
| Effect of dilutive securities: | | | | | | | | |
| Options to purchase common stock | 368 | | | 673 | | | 437 | | | 799 | |
| Unvested RSU awards | 276 | | | 263 | | | 248 | | | 241 | |
| Unvested PSU awards | 433 | | | 525 | | | 415 | | | 456 | |
| Weighted average common and common equivalent shares outstanding | 321,710 | | | 326,944 | | | 322,644 | | | 329,326 | |
| Diluted earnings per share | $ | 0.93 | | | $ | 0.81 | | | $ | 2.43 | | | $ | 2.23 | |
| | | | | | | |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Earnings per share for the three and six months ended June 30, 2020 and 2019 are calculated as follows (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Basic earnings per share: | | | | | | | |
| Net income attributable to Republic Services, Inc. | $ | 225,500 | | | $ | 251,500 | | | $ | 471,800 | | | $ | 485,700 | |
| Weighted average common shares outstanding | 319,047 | | | 321,718 | | | 319,312 | | | 322,000 | |
| Basic earnings per share | $ | 0.71 | | | $ | 0.78 | | | $ | 1.48 | | | $ | 1.51 | |
| Diluted earnings per share: | | | | | | | |
| Net income attributable to Republic Services, Inc. | $ | 225,500 | | | $ | 251,500 | | | $ | 471,800 | | | $ | 485,700 | |
| Weighted average common shares outstanding | 319,047 | | | 321,718 | | | 319,312 | | | 322,000 | |
| Effect of dilutive securities: | | | | | | | |
| Options to purchase common stock | 71 | | | 432 | | | 81 | | | 469 | |
| Unvested RSU awards | 173 | | | 240 | | | 195 | | | 234 | |
| Unvested PSU awards | 271 | | | 375 | | | 308 | | | 406 | |
| Weighted average common and common equivalent shares outstanding | 319,562 | | | 322,765 | | | 319,896 | | | 323,109 | |
| Diluted earnings per share | $ | 0.71 | | | $ | 0.78 | | | $ | 1.47 | | | $ | 1.50 | |
| | | | | | | |
There were 0.1 million antidilutive securities outstanding during each of the three and six months ended June 30, 2020. During the three and six months ended June 30, 2019, there were 0 antidilutive securities outstanding during the three and nine months ended September 30, 2019 and 2018.outstanding.
11.10. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
A summary of changes in accumulated other comprehensive income (AOCI)(loss), net of tax, by component, for the ninesix months ended SeptemberJune 30, 20192020 follows:
| | | | | | | | | | | | | | | | | |
| Cash Flow Hedges | | Defined Benefit Pension Items | | Total |
| Balance as of December 31, 2018 | $ | 16.1 | | | $ | 14.7 | | | $ | 30.8 | |
| Other comprehensive loss before reclassifications | (43.0) | | | (0.8) | | | (43.8) | |
| Amounts reclassified from accumulated other comprehensive income | (0.9) | | | — | | | (0.9) | |
| Net current period other comprehensive loss | (43.9) | | | (0.8) | | | (44.7) | |
| Adoption of accounting standard | 5.4 | | | — | | | 5.4 | |
| Balance as of September 30, 2019 | $ | (22.4) | | | $ | 13.9 | | | $ | (8.5) | |
| | | | | | | | | | | | | | | | | |
| Cash Flow Hedges | | Defined Benefit Pension Items | | Total |
| Balance as of December 31, 2019 | $ | (13.7) | | | $ | 15.9 | | | $ | 2.2 | |
| Other comprehensive (loss) income before reclassifications | (22.3) | | | 1.6 | | | (20.7) | |
| Amounts reclassified from accumulated other comprehensive loss | 2.0 | | | — | | | 2.0 | |
| Net current period other comprehensive (loss) income | (20.3) | | | 1.6 | | | (18.7) | |
| | | | | |
| Balance as of June 30, 2020 | $ | (34.0) | | | $ | 17.5 | | | $ | (16.5) | |
A summary of reclassifications out of accumulated other comprehensive income (loss) for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | | Nine Months Ended September 30, | | | | |
| | 2019 | | 2018 | | 2019 | | 2018 | | |
| Details about Accumulated Other Comprehensive Income Components | | Amount Reclassified from Accumulated Other Comprehensive Income | | | | Amount Reclassified from Accumulated Other Comprehensive Income | | | | Affected Line Item in the Statement where Net Income is Presented |
| Gain (loss) on cash flow hedges: | | | | | | | | | | |
| Recyclable commodity hedges | | $ | — | | | $ | 0.4 | | | $ | — | | | $ | 0.7 | | | Revenue |
| Fuel hedges | | — | | | 1.2 | | | — | | | 3.1 | | | Cost of operations |
| Terminated interest rate locks | | 0.7 | | | — | | | 1.2 | | | (0.8) | | | Interest expense |
| Total before tax | | 0.7 | | | 1.6 | | | 1.2 | | | 3.0 | | | |
| Tax expense | | (0.2) | | | (0.4) | | | (0.3) | | | (0.8) | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Total gain reclassified into earnings, net of tax | | $ | 0.5 | | | $ | 1.2 | | | $ | 0.9 | | | $ | 2.2 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | | | |
| | 2020 | | 2019 | | 2020 | | 2019 | | |
| Details about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | | | | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | | | | Affected Line Item in the Statement where Net Income is Presented |
| Gain (loss) gain on cash flow hedges: | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Terminated interest rate locks | | $ | (1.6) | | | $ | 0.3 | | | $ | (2.7) | | | $ | 0.4 | | | Interest expense |
| Total before tax | | (1.6) | | | 0.3 | | | (2.7) | | | 0.4 | | | |
| Tax benefit (expense) | | 0.4 | | | (0.1) | | | 0.7 | | | (0.1) | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Total (loss) gain reclassified into earnings, net of tax | | $ | (1.2) | | | $ | 0.2 | | | $ | (2.0) | | | $ | 0.3 | | | |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
12.11. FINANCIAL INSTRUMENTS
The effect of our hedging relationships and derivative instruments in fair value and cash flow hedging relationships on the consolidated statementstatements of income for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Classification and Amount of Gain (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships | | | | | | |
| Three Months Ended September 30, | | | | Nine Months Ended September 30, | | |
| 2019 | | 2018 | | 2019 | | 2018 |
| Interest Expense | | Interest Expense | | Interest Expense | | Interest Expense |
| | | | | | | |
| Total amounts of expense line items presented in the consolidated statement of income in which the effects of fair value or cash flow hedges are recorded | $ | (98.0) | | | $ | (96.0) | | | $ | (296.9) | | | $ | (287.3) | |
| | | | | | | |
| The effects of fair value and cash flow hedging: | | | | | | | |
| Gain (loss) on fair value hedging relationships: | | | | | | | |
| Interest rate swaps: | | | | | | | |
| Net swap settlements | $ | 0.3 | | | $ | 0.3 | | | $ | 0.5 | | | $ | 1.7 | |
Net periodic earnings(1) | $ | 0.3 | | | $ | (0.2) | | | $ | 0.5 | | | $ | (0.4) | |
| Gain (loss) on cash flow hedging relationships: | | | | | | | |
| Interest rate swap locks: | | | | | | | |
| Amount of gain (loss) reclassified from AOCI into income, net of tax | $ | 0.5 | | | $ | — | | | $ | 0.9 | | | $ | (0.6) | |
(1) During 2018 (prior to adoption of ASU 2017-12), all net periodic earnings for fair value hedges were recorded to other income, net. To align the effect of the hedging relationship with the activity of the hedged item, beginning January 1, 2019, all net periodic earnings on fair value hedges are presented within interest expense in our consolidated statement of income. | | | | | | | | | | | | | | | | | | | | | | | |
| Classification and amount of gain (loss) recognized in income on hedging relationships and derivative instruments | | | | | | |
| Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| 2020 | | 2019 | | 2020 | | 2019 |
| Interest Expense | | Interest Expense | | Interest Expense | | Interest Expense |
| | | | | | | |
| Total amount of expense line items presented in the consolidated statements of income in which the effects of hedging relationships and derivative instruments are recorded | $ | (91.6) | | | $ | (98.5) | | | $ | (188.2) | | | $ | (198.9) | |
| | | | | | | |
| The effects of fair value and cash flow hedging relationships in Subtopic 815-20: | | | | | | | |
| Gain on fair value hedging relationships: | | | | | | | |
| Interest rate swaps: | | | | | | | |
| Net swap settlements | $ | 1.3 | | | $ | 0.1 | | | $ | 2.0 | | | $ | 0.2 | |
| Net periodic earnings | $ | 0.8 | | | $ | 0.2 | | | $ | 1.4 | | | $ | 0.2 | |
| (Loss) gain on cash flow hedging relationships: | | | | | | | |
| Interest rate swap locks: | | | | | | | |
| Amount of (loss) gain reclassified from accumulated other comprehensive income (loss) into income, net of tax | $ | (1.2) | | | $ | 0.2 | | | $ | (2.0) | | | $ | 0.3 | |
| | | | | | | |
| The effects of derivative instruments not in Subtopic 815-20: | | | | | | | |
| Gain (loss) on free-standing derivative instruments: | | | | | | | |
| Interest rate contract: | | | | | | | |
| Net gain (loss) on change in fair value of free-standing derivative instruments | $ | 0.4 | | | $ | — | | | $ | (2.3) | | | $ | — | |
Fair Value Measurements
In measuring fair values of assets and liabilities, we use valuation techniques that maximize the use of observable inputs (Level 1) and minimize the use of unobservable inputs (Level 3). We also use market data or assumptions that we believe market participants would use in pricing an asset or liability, including assumptions about risk when appropriate.
The carrying value for certain of our financial instruments, including cash, accounts receivable, accounts payable and certain other accrued liabilities, approximates fair value because of their short-term nature.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The carrying value for certain of our financial instruments, including cash, accounts receivable, current investments, accounts payable and certain other accrued liabilities, approximates fair value because of their short-term nature. As of SeptemberJune 30, 20192020 and December 31, 2018,2019, our assets and liabilities that are measured at fair value on a recurring basis include the following:
| | | September 30, 2019 | | | June 30, 2020 | |
| | | | Fair Value | | | | Fair Value | |
| | | Carrying Amount | | Total | | Quoted
Prices in
Active
Markets
(Level 1) | | Significant
Other
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) | | Carrying Amount | | Total | | Quoted
Prices in
Active
Markets
(Level 1) | | Significant
Other
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Assets: | Assets: | | | | | | | | | | Assets: | | | | | | | | | |
| Money market mutual funds | Money market mutual funds | $ | 42.9 | | | $ | 42.9 | | | $ | 42.9 | | | $ | — | | | $ | — | | Money market mutual funds | $ | 45.2 | | | $ | 45.2 | | | $ | 45.2 | | | $ | — | | | $ | — | |
| Bonds - restricted cash and marketable securities and other assets | Bonds - restricted cash and marketable securities and other assets | 50.7 | | | 50.7 | | | — | | | 50.7 | | | — | | Bonds - restricted cash and marketable securities and other assets | 62.4 | | | 62.4 | | | — | | | 62.4 | | | — | |
| | Interest rate swaps - other assets | Interest rate swaps - other assets | 13.1 | | | 13.1 | | | — | | | 13.1 | | | — | | Interest rate swaps - other assets | 21.8 | | | 21.8 | | | — | | | 21.8 | | | — | |
| Other derivative assets - other assets | Other derivative assets - other assets | 4.9 | | | | 4.9 | | | | — | | | | 4.9 | | | | — | | Other derivative assets - other assets | 72.1 | | | 72.1 | | | — | | | 72.1 | | | — | |
| Interest rate locks - prepaid expenses and other current assets | 1.3 | | | 1.3 | | | — | | | 1.3 | | | — | | |
| | Total assets | Total assets | $ | 112.9 | | | $ | 112.9 | | | $ | 42.9 | | | $ | 70.0 | | | $ | — | | Total assets | $ | 201.5 | | | $ | 201.5 | | | $ | 45.2 | | | $ | 156.3 | | | $ | — | |
| Liabilities: | Liabilities: | | | | | | | | | | Liabilities: | | | | | | | | | |
| | Other derivative liabilities - other long-term liabilities | Other derivative liabilities - other long-term liabilities | $ | 24.2 | | | | $ | 24.2 | | | | $ | — | | | | $ | 24.2 | | | | $ | — | | Other derivative liabilities - other long-term liabilities | $ | 122.8 | | | $ | 122.8 | | | $ | — | | | $ | 122.8 | | | $ | — | |
| Interest rate locks - other accrued liabilities and other long-term liabilities | 30.7 | | | 30.7 | | | — | | | 30.7 | | | — | | |
| Interest rate locks - other long-term liabilities | | Interest rate locks - other long-term liabilities | 11.2 | | | 11.2 | | | — | | | 11.2 | | | — | |
| Contingent consideration - other accrued liabilities and other long-term liabilities | Contingent consideration - other accrued liabilities and other long-term liabilities | 72.5 | | | 72.5 | | | — | | | — | | | 72.5 | | Contingent consideration - other accrued liabilities and other long-term liabilities | 71.2 | | | 71.2 | | | — | | | — | | | 71.2 | |
| Total liabilities | Total liabilities | $ | 127.4 | | | $ | 127.4 | | | $ | — | | | $ | 54.9 | | | $ | 72.5 | | Total liabilities | $ | 205.2 | | | $ | 205.2 | | | $ | — | | | $ | 134.0 | | | $ | 71.2 | |
| | | December 31, 2018 | | | December 31, 2019 | |
| | | | Fair Value | | | | Fair Value | |
| | | Carrying Amount | | Total | | Quoted
Prices in
Active
Markets
(Level 1) | | Significant
Other
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) | | Carrying Amount | | Total | | Quoted
Prices in
Active
Markets
(Level 1) | | Significant
Other
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Assets: | Assets: | | | | | | | | | | Assets: | | | | | | | | | |
| Money market mutual funds | Money market mutual funds | $ | 37.1 | | | $ | 37.1 | | | $ | 37.1 | | | $ | — | | | $ | — | | Money market mutual funds | $ | 43.0 | | | $ | 43.0 | | | $ | 43.0 | | | $ | — | | | $ | — | |
| Bonds - restricted cash and marketable securities and other assets | Bonds - restricted cash and marketable securities and other assets | 47.8 | | | 47.8 | | | — | | | 47.8 | | | — | | Bonds - restricted cash and marketable securities and other assets | 51.6 | | | 51.6 | | | — | | | 51.6 | | | — | |
| | Interest rate swaps - other assets | Interest rate swaps - other assets | 2.5 | | | 2.5 | | | — | | | 2.5 | | | — | | Interest rate swaps - other assets | 10.7 | | | 10.7 | | | — | | | 10.7 | | | — | |
| Interest rate locks - other assets | 10.3 | | | 10.3 | | | — | | | 10.3 | | | — | | |
| Other derivative assets - other assets | | Other derivative assets - other assets | 2.9 | | | 2.9 | | | — | | | 2.9 | | | — | |
| Interest rate locks - prepaid expenses and other current assets | | Interest rate locks - prepaid expenses and other current assets | 3.6 | | | 3.6 | | | — | | | 3.6 | | | — | |
| Total assets | Total assets | $ | 97.7 | | | $ | 97.7 | | | $ | 37.1 | | | $ | 60.6 | | | $ | — | | Total assets | $ | 111.8 | | | $ | 111.8 | | | $ | 43.0 | | | $ | 68.8 | | | $ | — | |
| Liabilities: | Liabilities: | | | | | | | | | | Liabilities: | | | | | | | | | |
| | Contingent consideration - other long-term liabilities | $ | 71.4 | | | $ | 71.4 | | | $ | — | | | $ | — | | | $ | 71.4 | | |
| Other derivative liabilities - other long-term liabilities | | Other derivative liabilities - other long-term liabilities | $ | 22.2 | | | $ | 22.2 | | | $ | — | | | $ | 22.2 | | | $ | — | |
| Interest rate locks - other accrued liabilities and other long-term liabilities | | Interest rate locks - other accrued liabilities and other long-term liabilities | 15.7 | | | 15.7 | | | — | | | 15.7 | | | — | |
| Contingent consideration - other accrued liabilities and other long-term liabilities | | Contingent consideration - other accrued liabilities and other long-term liabilities | 72.0 | | | 72.0 | | | — | | | — | | | 72.0 | |
| | Total liabilities | Total liabilities | $ | 71.4 | | | $ | 71.4 | | | $ | — | | | $ | — | | | $ | 71.4 | | Total liabilities | $ | 109.9 | | | $ | 109.9 | | | $ | — | | | $ | 37.9 | | | $ | 72.0 | |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Total Debt
As of SeptemberJune 30, 20192020 and December 31, 2018,2019, the carrying value of our total debt was $8.6$8.7 billion and $8.3 billion, respectively and the fair value of our total debt was $9.4$9.8 billion and $8.7$9.4 billion, respectively. The estimated fair value of our fixed rate senior notes and debentures is based on quoted market prices. The fair value of our remaining notes payable, tax-exempt financings and borrowings under our credit facilities approximates the carrying value because the interest rates are variable. The fair value estimates are based on Level 2 inputs of the fair value hierarchy as of SeptemberJune 30, 20192020 and December 31, 2018.2019. See Note 7, Debt, for further information related to our debt.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Derivative Contracts
Contemporaneously with the issuance of our 2.500% Notes in August 2019, we amended interest rate lock agreements with a notional value of $375.0 million, extending the mandatory maturity date from 2019 to 2024 and dedesignated them as cash flow hedges (the Extended Interest Rate Swaps). In addition, we entered into an offsetting interest rate swap to offset future exposures to fair value fluctuations of the Extended Interest Rate Swaps (the Offsetting Interest Rate Swaps). The fair value of these free standing derivatives was determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy).
As of September 30, 2019, the fair value of the Extended Interest Rate Swaps was a liability of $24.2 million which was included in other long-term liabilities in our consolidated balance sheet, and the fair value of the Offsetting Interest Rate Swaps was an asset of $4.9 million and was included in other assets in our consolidated balance sheet. For the three and nine months ended September 30, 2019, we recognized a loss of $5.4 million on the change in fair value of the Extended Interest Rate Swaps, with an offsetting gain of $4.9 million on the Offsetting Interest Rate Swaps. The change in fair value was recorded directly in earnings as an adjustment to interest expense in our consolidated statement of income.
Contingent Consideration
In April 2015, we entered into a waste management contract with the County of Sonoma, California to operate the county's waste management facilities. As of SeptemberJune 30, 2019,2020, the Sonoma contingent consideration represents the fair value of $65.9$64.9 million payable to the County of Sonoma based on the achievement of future annual tonnage targets through the expected remaining capacity of the landfill, which we estimate to be approximately 30 years.landfill. The potential undiscounted amount of all future contingent payments that we could be required to make under the waste management contract is estimated to be between approximately $79$75 million and $168$165 million. During the ninesix months ended SeptemberJune 30, 2019,2020, the activity in the contingent consideration liability included accretion, which was offset by concession payments made in the ordinary course of business. There were 0 changes to the estimate of fair value. The contingent consideration liability is classified within Level 3 of the fair value hierarchy.
In 2017, we recognized additional contingent consideration associated with the acquisition of a landfill. As of SeptemberJune 30, 2019,2020, the contingent consideration of $4.1$3.7 million represents the fair value of amounts payable to the seller based on annual volume of tons disposed at the landfill. During the ninesix months ended SeptemberJune 30, 2019,2020, the activity in the contingent consideration liability included accretion, which was offset by concession payments made in the ordinary course of business. There were 0 changes to the estimate of fair value. The contingent consideration liabilities are classified within Level 3 of the fair value hierarchy.
In June 2019, we recognized additional contingent consideration associated with the acquisition of a collection business. As of SeptemberJune 30, 2019,2020, the contingent consideration of $2.5$2.6 million represents the fair value of amounts payable to the seller based on annual volume of tons collected from certain customers of the business. The fair value ofDuring the six months ended June 30, 2020, the activity in the contingent consideration was determined using probability assessmentsliability included accretion. There were 0 changes to the estimate of the expected future payments over the estimated customer relationships, and applying a discount rate. The future payments are based on significant inputs that are not observable in the market. Key assumptions include annual collection volumes, which are subject to remeasurement at each reporting date. The contingent consideration liabilities are classified within Level 3 of the fair value hierarchy.value.
13.12. SEGMENT REPORTING
Our senior management evaluates, oversees and manages the financial performance of our operations through 2 field groups, referred to as Group 1 and Group 2. Group 1 primarily consists of geographic areas located in the western United States, and Group 2 primarily consists of geographic areas located in the southeastern and mid-western United States, and the eastern seaboard of the United States. These 2 groups are presented below as our reportable segments, which provide integrated waste management services consisting of non-hazardous solid waste collection, transfer, recycling, disposal and environmental services.
Summarized financial information concerning our reportable segments for the three and six months ended June 30, 2020 and 2019 follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross Revenue | | Intercompany Revenue | | Net Revenue | | Depreciation, Amortization, Depletion and Accretion | | Operating Income (Loss) | | Capital Expenditures | | Total Assets |
| | | | | | | | | | | | | |
| Three Months Ended June 30, 2020 | | | | | | | | | | | | | |
| Group 1 | $ | 1,474.8 | | | $ | (244.7) | | | $ | 1,230.1 | | | $ | 130.8 | | | $ | 318.5 | | | $ | 151.8 | | | $ | 11,417.1 | |
| Group 2 | 1,392.8 | | | (208.0) | | | 1,184.8 | | | 132.4 | | | 225.6 | | | 133.2 | | | 9,377.1 | |
| Corporate entities | 45.1 | | | (5.6) | | | 39.5 | | | 26.7 | | | (148.9) | | | (3.4) | | | 2,032.1 | |
| Total | $ | 2,912.7 | | | $ | (458.3) | | | $ | 2,454.4 | | | $ | 289.9 | | | $ | 395.2 | | | $ | 281.6 | | | $ | 22,826.3 | |
| | | | | | | | | | | | | |
| Three Months Ended June 30, 2019 | | | | | | | | | | | | | |
| Group 1 | $ | 1,528.6 | | | $ | (264.2) | | | $ | 1,264.4 | | | $ | 126.9 | | | $ | 309.2 | | | $ | 137.1 | | | $ | 11,274.7 | |
| Group 2 | 1,529.7 | | | (226.7) | | | 1,303.0 | | | 132.5 | | | 228.0 | | | 121.9 | | | 9,050.5 | |
| Corporate entities | 42.4 | | | (4.5) | | | 37.9 | | | 25.3 | | | (99.8) | | | 30.4 | | | 1,671.6 | |
| Total | $ | 3,100.7 | | | $ | (495.4) | | | $ | 2,605.3 | | | $ | 284.7 | | | $ | 437.4 | | | $ | 289.4 | | | $ | 21,996.8 | |
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Summarized financial information concerning our reportable segments for the three and nine months ended September 30, 2019 and 2018 follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross Revenue | | Intercompany Revenue | | Net Revenue | | Depreciation, Amortization, Depletion and Accretion | | Operating Income (Loss) | | Capital Expenditures | | Total Assets |
| | | | | | | | | | | | | |
| Three Months Ended September 30, 2019 | | | | | | | | | | | | | |
| Group 1 | $ | 1,543.2 | | | $ | (258.0) | | | $ | 1,285.2 | | | $ | 128.7 | | | $ | 316.0 | | | $ | 163.3 | | | $ | 11,290.3 | |
| Group 2 | 1,548.7 | | | (225.9) | | | 1,322.8 | | | 133.7 | | | 242.8 | | | 157.4 | | | 9,385.6 | |
| Corporate entities | 43.9 | | | (5.0) | | | 38.9 | | | 25.4 | | | (91.0) | | | (1.1) | | | 1,653.2 | |
| Total | $ | 3,135.8 | | | $ | (488.9) | | | $ | 2,646.9 | | | $ | 287.8 | | | $ | 467.8 | | | $ | 319.6 | | | $ | 22,329.1 | |
| | | | | | | | | | | | | |
| Three Months Ended September 30, 2018 | | | | | | | | | | | | | |
| Group 1 | $ | 1,476.7 | | | $ | (247.2) | | | $ | 1,229.5 | | | $ | 123.9 | | | $ | 298.5 | | | $ | 147.4 | | | $ | 10,968.3 | |
| Group 2 | 1,517.7 | | | (220.3) | | | 1,297.4 | | | 129.0 | | | 231.4 | | | 137.0 | | | 8,970.0 | |
| Corporate entities | 42.9 | | | (4.1) | | | 38.8 | | | 29.6 | | | (89.6) | | | (6.1) | | | 1,463.8 | |
| Total | $ | 3,037.3 | | | $ | (471.6) | | | $ | 2,565.7 | | | $ | 282.5 | | | $ | 440.3 | | | $ | 278.3 | | | $ | 21,402.1 | |
| | | Gross
Revenue | | Intercompany
Revenue | | Net
Revenue | | Depreciation,
Amortization,
Depletion and
Accretion | | Operating
Income
(Loss) | | Capital
Expenditures | | Total Assets | | | Gross Revenue | | Intercompany Revenue | | Net Revenue | | Depreciation, Amortization, Depletion and Accretion | | Operating Income (Loss) | | Capital Expenditures | | Total Assets |
| | Nine Months Ended September 30, 2019 | | | | |
| Six Months Ended June 30, 2020 | | Six Months Ended June 30, 2020 | | |
| Group 1 | Group 1 | $ | 4,502.8 | | | $ | (760.0) | | | $ | 3,742.8 | | | $ | 377.2 | | | $ | 913.1 | | | $ | 400.4 | | | $ | 11,290.3 | | | Group 1 | $ | 2,982.4 | | | $ | (497.7) | | | $ | 2,484.7 | | | $ | 259.3 | | | $ | 630.3 | | | $ | 284.9 | | | $ | 11,417.1 | |
| Group 2 | Group 2 | 4,515.2 | | | (651.2) | | | 3,864.0 | | | 392.1 | | | 695.5 | | | 374.6 | | | 9,385.6 | | | Group 2 | 2,860.7 | | | (417.4) | | | 2,443.3 | | | 266.9 | | | 460.0 | | | 233.5 | | | 9,377.1 | |
| Corporate entities | Corporate entities | 129.1 | | | (13.2) | | | 115.9 | | | 75.2 | | | (280.6) | | | 133.3 | | | 1,653.2 | | | Corporate entities | 91.1 | | | (10.8) | | | 80.3 | | | 53.2 | | | (262.1) | | | 136.3 | | | 2,032.1 | |
| Total | Total | $ | 9,147.1 | | | $ | (1,424.4) | | | $ | 7,722.7 | | | $ | 844.5 | | | $ | 1,328.0 | | | $ | 908.3 | | | $ | 22,329.1 | | | Total | $ | 5,934.2 | | | $ | (925.9) | | | $ | 5,008.3 | | | $ | 579.4 | | | $ | 828.2 | | | $ | 654.7 | | | $ | 22,826.3 | |
| | Nine Months Ended September 30, 2018 | | | | |
| Six Months Ended June 30, 2019 | | Six Months Ended June 30, 2019 | | |
| Group 1 | Group 1 | $ | 4,342.9 | | | $ | (740.3) | | | $ | 3,602.6 | | | $ | 370.9 | | | $ | 851.6 | | | $ | 397.8 | | | $ | 10,968.3 | | | Group 1 | $ | 2,959.6 | | | $ | (501.9) | | | $ | 2,457.7 | | | $ | 248.4 | | | $ | 597.5 | | | $ | 235.6 | | | $ | 11,274.7 | |
| Group 2 | Group 2 | 4,433.3 | | | (642.6) | | | 3,790.7 | | | 382.3 | | | 666.3 | | | 321.2 | | | 8,970.0 | | | Group 2 | 2,967.7 | | | (425.0) | | | 2,542.7 | | | 258.5 | | | 451.3 | | | 214.9 | | | 9,050.5 | |
| Corporate entities | Corporate entities | 129.4 | | | (11.8) | | | 117.6 | | | 88.5 | | | (265.3) | | | 101.5 | | | 1,463.8 | | | Corporate entities | 83.7 | | | (8.2) | | | 75.5 | | | 49.8 | | | (188.6) | | | 138.2 | | | 1,671.6 | |
| Total | Total | $ | 8,905.6 | | | $ | (1,394.7) | | | $ | 7,510.9 | | | $ | 841.7 | | | $ | 1,252.6 | | | $ | 820.5 | | | $ | 21,402.1 | | | Total | $ | 6,011.0 | | | $ | (935.1) | | | $ | 5,075.9 | | | $ | 556.7 | | | $ | 860.2 | | | $ | 588.7 | | | $ | 21,996.8 | |
Intercompany revenue reflects transactions within and between segments that generally are made on a basis intended to reflect the market value of such services. Capital expenditures for corporate entities primarily include vehicle inventory acquired but not yet assigned to operating locations and facilities. Corporate functions include legal, tax, treasury, information technology, risk management, human resources, closed landfills and other administrative functions.
Subsequent Event
In October 2019, certain of our owned and operated facilities in our Group 1 segment were impacted by separate fire-related events. We are estimating the financial impact of any damage to the facilities, and we may experience higher operating expenses or asset impairments in the fourth quarter as a result of these events.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
14.13. REVENUE
Our operations primarily consist of providing collection, transfer and disposal of non-hazardous solid waste, recovering and recycling of certain materials, and environmental services. The following table disaggregates our revenue by service line for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 (in millions of dollars and as a percentage of revenue):
| | | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | | 2019 | | | 2018 | | | 2019 | | | 2018 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
| Collection: | Collection: | | | | | | | | Collection: | | | | | | | |
| Residential | Residential | $ | 574.4 | | | 21.7 | % | | $ | 563.2 | | | 22.0 | % | | $ | 1,701.8 | | | 22.0 | % | | $ | 1,672.4 | | | 22.3 | % | Residential | $ | 573.6 | | | 23.4 | % | | $ | 570.1 | | | 21.9 | % | | $ | 1,142.1 | | | 22.8 | % | | $ | 1,127.5 | | | 22.2 | % |
| Small-container | Small-container | 799.1 | | | 30.2 | | | 772.5 | | | 30.1 | | | 2,369.0 | | | 30.7 | | | 2,286.0 | | | 30.4 | | Small-container | 742.4 | | | 30.3 | | | 792.0 | | | 30.4 | | | 1,548.1 | | | 30.9 | | | 1,570.0 | | | 30.9 | |
| Large-container | Large-container | 583.6 | | | 22.1 | | | 561.3 | | | 21.9 | | | 1,688.2 | | | 21.9 | | | 1,633.5 | | | 21.8 | | Large-container | 501.3 | | | 20.4 | | | 573.9 | | | 22.0 | | | 1,053.7 | | | 21.0 | | | 1,104.5 | | | 21.8 | |
| Other | Other | 11.7 | | | 0.4 | | | 11.0 | | | 0.4 | | | 34.2 | | | 0.4 | | | 32.6 | | | 0.4 | | Other | 12.6 | | | 0.5 | | | 11.7 | | | 0.4 | | | 24.9 | | | 0.5 | | | 22.5 | | | 0.4 | |
| Total collection | Total collection | 1,968.8 | | | 74.4 | | | 1,908.0 | | | 74.4 | | | 5,793.2 | | | 75.0 | | | 5,624.5 | | | 74.9 | | Total collection | 1,829.9 | | | 74.6 | | | 1,947.7 | | | 74.7 | | | 3,768.8 | | | 75.2 | | | 3,824.5 | | | 75.3 | |
| Transfer | Transfer | 347.1 | | | 322.9 | | | 985.8 | | | 932.5 | | | Transfer | 330.5 | | | 344.7 | | | 652.4 | | | 639.6 | | |
| Less: intercompany | Less: intercompany | (192.2) | | | (180.6) | | | (556.8) | | | (534.6) | | | Less: intercompany | (180.4) | | | (193.5) | | | (366.0) | | | (365.5) | | |
| Transfer, net | Transfer, net | 154.9 | | | 5.8 | | | 142.3 | | | 5.5 | | | 429.0 | | | 5.6 | | | 397.9 | | | 5.3 | | Transfer, net | 150.1 | | | 6.1 | | | 151.2 | | | 5.8 | | | 286.4 | | | 5.7 | | | 274.1 | | | 5.4 | |
| Landfill | Landfill | 605.3 | | | 590.2 | | | 1,750.7 | | | 1,720.7 | | | Landfill | 564.0 | | | 607.5 | | | 1,122.3 | | | 1,142.8 | | |
| Less: intercompany | Less: intercompany | (265.5) | | | (258.8) | | | (776.6) | | | (767.5) | | | Less: intercompany | (248.3) | | | (270.1) | | | (500.6) | | | (508.6) | | |
| Landfill, net | Landfill, net | 339.8 | | | 12.8 | | | 331.4 | | | 12.9 | | | 974.1 | | | 12.6 | | | 953.2 | | | 12.7 | | Landfill, net | 315.7 | | | 12.9 | | | 337.4 | | | 13.0 | | | 621.7 | | | 12.4 | | | 634.2 | | | 12.5 | |
| Environmental services | Environmental services | 57.8 | | | 2.2 | | | 51.5 | | | 2.0 | | | 143.6 | | | 1.8 | | | 149.6 | | | 2.0 | | Environmental services | 30.1 | | | 1.2 | | | 40.8 | | | 1.6 | | | 76.9 | | | 1.6 | | | 85.9 | | | 1.7 | |
| Other: | Other: | | Other: | |
| Recycling processing and commodity sales | Recycling processing and commodity sales | 68.6 | | | 2.6 | | | 76.0 | | | 3.0 | | | 213.2 | | | 2.8 | | | 219.9 | | | 2.9 | | Recycling processing and commodity sales | 73.5 | | | 3.0 | | | 71.9 | | | 2.7 | | | 141.3 | | | 2.8 | | | 144.6 | | | 2.9 | |
| Other non-core | Other non-core | 57.0 | | | 2.2 | | | 56.5 | | | 2.2 | | | 169.6 | | | 2.2 | | | 165.8 | | | 2.2 | | Other non-core | 55.1 | | | 2.2 | | | 56.3 | | | 2.2 | | | 113.2 | | | 2.3 | | | 112.6 | | | 2.2 | |
| Total other | Total other | 125.6 | | | 4.8 | | | 132.5 | | | 5.2 | | | 382.8 | | | 5.0 | | | 385.7 | | | 5.1 | | Total other | 128.6 | | | 5.2 | | | 128.2 | | | 4.9 | | | 254.5 | | | 5.1 | | | 257.2 | | | 5.1 | |
| Total revenue | Total revenue | $ | 2,646.9 | | | 100.0 | % | | $ | 2,565.7 | | | 100.0 | % | | $ | 7,722.7 | | | 100.0 | % | | $ | 7,510.9 | | | 100.0 | % | Total revenue | $ | 2,454.4 | | | 100.0 | % | | $ | 2,605.3 | | | 100.0 | % | | $ | 5,008.3 | | | 100.0 | % | | $ | 5,075.9 | | | 100.0 | % |
Other non-core revenue consists primarily of revenue from National Accounts, which represents the portion of revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated waste handling services are subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, we recognize revenue at the time we perform a service. In the event that we bill for services in advance of performance, we recognize deferred revenue for the amount billed and subsequently recognize revenue at the time the service is provided. Substantially all of the deferred revenue recognized as of December 31, 20182019 was recognized as revenue during the ninesix months ended SeptemberJune 30, 20192020 when the service was performed.
See Note 13,12, Segment Reporting, for additional information regarding revenue by reportable segment.
Revenue Recognition
Our service obligations of a long-term nature, e.g., certain solid waste collection service contracts, are satisfied over time, and we recognize revenue based on the value provided to the customer during the period. The amount billed to the customer is based on variable elements such as the number of residential homes or businesses for which collection services are provided, the volume of waste collected, transported and disposed, and the nature of the waste accepted. We do not disclose the value of unsatisfied performance obligations for these contracts as our right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations.
Additionally, certain elements of our long-term customer contracts are unknown upon entering into the contract, including the amount that will be billed in accordance with annual price escalation clauses, our fuel recovery fee program and commodity prices. The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue can be recognized once the index is established for the period.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Deferred Contract Costs
We incur certain upfront payments to acquire customer contracts which are recognized as other assets in our consolidated balance sheet, and we amortize the asset over the respective contract life. In addition, we recognize sales commissions that represent an incremental cost of the contract as other assets in our consolidated balance sheets, and we amortize the asset over the average life of the customer relationship. As of SeptemberJune 30, 20192020 and December 31, 2018,2019, we recognized $82.4$80.4 million and $89.2$83.1 million, respectively, of deferred contract costs and capitalized sales commissions. During the three and ninesix months ended SeptemberJune 30, 2019,2020, we amortized $2.9$3.2 million and $8.9$6.2 million, respectively, of capitalized sales commissions to selling, general and administrative expenses and $1.6we amortized $1.7 million and $4.6$3.3 million, respectively, of other deferred contract costs as a reduction of revenue, respectively.revenue. During the three and ninesix months ended SeptemberJune 30, 2018,2019, we amortized $2.8$3.0 million and $8.3$6.0 million, respectively, of capitalized sales commissions to selling, general and administrative expenses and $1.6we amortized $1.5 million and $4.4$3.0 million, respectively, of other deferred contract costs as a reduction of revenue, respectively.revenue.
Effective January 1, 2020, we adopted ASU 2016-13. In accordance with the standard, we evaluated the impairment considerations for our deferred contract cost assets based on an expected credit loss assessment. We considered the impact of the COVID-19 pandemic on our business, noting no significant changes to our expected credit loss assessment.
15.14. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are subject to extensive and evolving laws and regulations and have implemented safeguards to respond to regulatory requirements. In the normal course of our business, we become involved in legal proceedings. Some may result in fines, penalties or judgments against us, or settlements, which may impact earnings and cash flows for a particular period. Although we cannot predict the ultimate outcome of any legal matter with certainty, we do not believe the outcome of any of our pending legal proceedings will have a material adverse impact on our consolidated financial position, results of operations or cash flows.
As used herein, the term legal proceedings refers to litigation and similar claims against us and our subsidiaries, excluding: (1) ordinary course accidents, general commercial liability and workers' compensation claims, which are covered by insurance programs, subject to customary deductibles, and which, together with insured employee health care costs, are discussed in Note 5, Other Liabilities; and (2) environmental remediation liabilities, which are discussed in Note 6, Landfill and Environmental Costs.
We accrue for legal proceedings when losses become probable and reasonably estimable. We have recorded an aggregate accrual of approximately $19$26 million relating to our outstanding legal proceedings as of SeptemberJune 30, 2019.2020. As of the end of each applicable reporting period, we review each of our legal proceedings and, where it is probable that a liability has been incurred, we accrue for all probable and reasonably estimable losses. Where we can reasonably estimate a range of losses we may incur regarding such a matter, we record an accrual for the amount within the range that constitutes our best estimate. If we can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, we use the amount
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
that is the low end of such range. If we had used the high ends of such ranges, our aggregate potential liability would be approximately $15$8 million higher than the amount recorded as of SeptemberJune 30, 2019.2020.
Multiemployer Pension Plans
We contribute to 26participate in multiemployer pension plans under collective bargaining agreements covering union-represented employees. These plansthat generally provide retirement benefits to participants based on their service toof contributing employers. We do not administer these plans.
Under current law regarding multiemployer pension plans, a plan’s termination, our voluntary withdrawal (which we consider from time to time) or the mass withdrawal of all contributing employers from any under-funded multiemployer pension plan (each, a Withdrawal Event) would require us to make payments to the plan for our proportionate share of the plan’s unfunded vested liabilities. During the course of operating our business, we incur Withdrawal Events regarding certain of ourthe multiemployer pension plans.plans in which we participate. We accrue for such events when losses become probable and reasonably estimable.
In June 2020, we entered into an agreement with a certain multiemployer pension fund through which we transitioned from one plan into another plan managed by the same fund, thus creating a withdrawal event from the original plan. As a result of the withdrawal event, we recognized a liability of $31.6 million as of June 30, 2020 that we paid in July 2020.
The COVID-19 pandemic has created significant volatility and disruption of financial markets, which has negatively impacted companies across the globe. We will continue to monitor the Pension Protection Act zone status of the multiemployer pension plans in which we participate, noting that the current economic environment may impact certain contributing employers' ability to fulfill their obligations under the plans. We believe the largest risk is attributable to plans in the critical red zone, which are less than 65% funded. In the event other contributing employers default on their obligations under the plans, we could be required to adjust our estimates for these matters, which could have a material and adverse effect on our consolidated financial position, results of operations and cash flows.
Restricted Cash and Marketable Securities
Our restricted cash and marketable securities include, among other things, restricted cash and marketable securities held for capital expenditures under certain debt facilities, restricted cash pursuant to a holdback arrangement, restricted cash and marketable securities pledged to regulatory agencies and governmental entities as financial guarantees of our performance under certain collection, landfill and transfer station contracts and permits, and relating to our final capping, closure and post-closure obligations at our landfills, and restricted cash and marketable securities related to our insurance obligations.
REPUBLIC SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table summarizes our restricted cash and marketable securities:
| | | | | | | | | | | |
| September 30, 2019 | | December 31, 2018 |
| | | |
| | | |
| Capping, closure and post-closure obligations | $ | 30.4 | | | $ | 29.5 | |
| Insurance | 90.9 | | | 78.6 | |
| | | |
| Total restricted cash and marketable securities | $ | 121.3 | | | $ | 108.1 | |
Restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Beginning-of-period and end-of-period cash, cash equivalents, restricted cash and restricted cash equivalents as presented in the statement of cash flows is reconciled as follows:
| | | September 30, 2019 | | December 31, 2018 | | September 30, 2018 | | December 31, 2017 | | June 30, 2020 | | December 31, 2019 | | June 30, 2019 | | December 31, 2018 |
| Cash and cash equivalents | Cash and cash equivalents | | $ | 55.6 | | | $ | 70.5 | | | $ | 81.9 | | | $ | 83.3 | | Cash and cash equivalents | | $ | 269.7 | | | $ | 47.1 | | | $ | 72.5 | | | $ | 70.5 | |
| Restricted cash and marketable securities | Restricted cash and marketable securities | | 121.3 | | | 108.1 | | | 99.1 | | | 141.1 | | Restricted cash and marketable securities | | 142.6 | | | 179.4 | | | 119.2 | | | 108.1 | |
| Less: restricted marketable securities | Less: restricted marketable securities | | (48.3) | | | (45.3) | | | (44.1) | | | (45.3) | | Less: restricted marketable securities | | (61.6) | | | (49.1) | | | (48.0) | | | (45.3) | |
| Cash, cash equivalents, restricted cash and restricted cash equivalents | Cash, cash equivalents, restricted cash and restricted cash equivalents | | $ | 128.6 | | | $ | 133.3 | | | $ | 136.9 | | | $ | 179.1 | | Cash, cash equivalents, restricted cash and restricted cash equivalents | | $ | 350.7 | | | $ | 177.4 | | | $ | 143.7 | | | $ | 133.3 | |
Our restricted cash and marketable securities include, among other things, restricted cash and marketable securities pledged to regulatory agencies and governmental entities as financial guarantees of our performance under certain collection, landfill and transfer station contracts and permits, and relating to our final capping, closure and post-closure obligations at our landfills, restricted cash and marketable securities related to our insurance obligations, and restricted cash related to a payment for a certain maturing tax-exempt financing.
The following table summarizes our restricted cash and marketable securities:
| | | | | | | | | | | |
| June 30, 2020 | | December 31, 2019 |
| Capping, closure and post-closure obligations | $ | 31.1 | | | $ | 30.6 | |
| Insurance | 111.5 | | | 99.4 | |
| Payment for maturing tax-exempt financing | — | | | 49.4 | |
| | | |
| Total restricted cash and marketable securities | $ | 142.6 | | | $ | 179.4 | |
Off-Balance Sheet Arrangements
We have no off-balance sheet debt or similar obligations, other than short-term operating leases and financial assurances, which are not classified as debt. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported financial position or results of operations. We have not guaranteed any third-party debt.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOPERATIONS.
You should read the following discussion in conjunction with the unaudited consolidated financial statements and notes thereto included under Part I, Item 1, ofand the risk factors in Part III, Item 1A of this Quarterly Report on Form 10-Q. In addition, you should refer to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019.
Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains certain forward-looking information about us that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “guidance,” “expect,” “will,” “may,” “anticipate,” “plan,” “estimate,” “project,” “intend,” “should,” “can,” “likely,” “could,” “outlook” and similar expressions are intended to identify forward-looking statements. In particular, information appearing underin this “Management's Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. These statements include information about our plans, strategies, expectations of future financial performance and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to significant risk and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that the expectations will prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are the effects of the COVID-19 pandemic and actions taken in response thereto, as well as acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions in the United States as well as our dependence on large, long-term collection, transfer and disposal contracts. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2018,2019, particularly under Part I, Item 1A - Risk Factors.Factors, and Part II, Item 1A of this Quarterly Report on Form 10-Q. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business. We undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Recent Developments
In March 2020, the World Health Organization declared the outbreak of a new strain of coronavirus (COVID-19) a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The full extent of the impact of the COVID-19 pandemic on our operations and financial performance will depend on future developments, including the duration and spread of the pandemic, all of which are uncertain and cannot be predicted at this time. An extended period of economic disruption associated with the COVID-19 pandemic could materially and adversely affect our business, results of operations, access to sources of liquidity and financial condition.
Both national and local government agencies have implemented steps with the intent to slow the spread of the virus, including shelter-in-place orders and the mandatory shutdown of certain businesses. During this time, we continued to provide essential services to our customers. In mid-March 2020, certain customers in our small- and large-container businesses began adjusting their service levels, which included a decrease in the frequency of pickups or a temporary pause in service. In addition, we experienced a decline in volumes disposed at certain of our landfills and transfer stations. As service levels decreased, we also experienced a decrease in certain costs of our operations which are variable in nature. This decline in service activity peaked in the first half of April and gradually improved thereafter as local economies began to gradually reopen and customers began to resume service.
The demand for our environmental services business depends on the continued demand for, and production of, oil and natural gas in certain shale basins located in the United States. During the six months ended June 30, 2020, the value of crude oil and natural gas declined to historic lows, resulting in a decrease in rig counts and drilling activity that led to a year-over-year decrease in revenue from our environmental services business. Further declines in the level of production activity may result in an unfavorable change to the long-term strategic outlook for our environmental services business that could result in the recognition of impairment charges on intangible assets and property and equipment associated with this business. On at least a quarterly basis, we will continue to monitor the effect of the evolving COVID-19 pandemic on our business and review our estimates for recoverability of assets used in certain of our operations that are related to strategic investments.
In April 2020, we launched our Committed to Serve initiative, which was intended to help our employees, customers and communities across the United States. We committed $20 million to support frontline employees and their families, as well as small business customers in the local communities where we serve. In addition to this initiative, we have experienced an increase in certain costs of doing business as a direct result of the COVID-19 pandemic, including costs for additional safety equipment and hygiene products and increased facility and equipment cleaning. These costs, which we refer to as business resumption costs, are intended to assist in protecting the safety of our frontline employees as we continue to provide an essential service to our customers. We also incurred incremental costs for expanding certain aspects of our existing healthcare programs and guaranteeing certain frontline employees a minimum hourly work week regardless of service decreases. During the three and six months ended June 30, 2020, we incurred costs of $31.0 million and $34.2 million, respectively, as a direct and incremental result of the COVID-19 pandemic. We expect to incur similar costs throughout 2020, and potentially into future years. The magnitude of the costs we expect to incur throughout the remainder of the year cannot be predicted at this time due to the various uncertainties surrounding the pandemic (e.g., its duration and spread).
The effects of the COVID-19 pandemic on our business are described in more detail in the Results of Operations discussion in this Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Republic is the second largest provider of non-hazardous solid waste collection, transfer, disposal, recycling, and environmental services in the United States, as measured by revenue. As of SeptemberJune 30, 2019,2020, we operated facilities in 41 states and Puerto Rico through 342339 collection operations, 211213 transfer stations, 190 active landfills, 8878 recycling processing centers, 87 treatment, recovery and disposal facilities, 1512 salt water disposal wells and 24 deep injection wells. We are engaged in 75 landfill gas to energy and renewable energy projects and had post-closure responsibility for 129130 closed landfills.landfills as of June 30, 2020.
Revenue for the ninesix months ended SeptemberJune 30, 2019 increased2020 decreased by 2.8%(1.3)% to $7,722.7$5,008.3 million compared to $7,510.9$5,075.9 million for the same period in 2018.2019. This change in revenue is due to decreases in volumes of (3.7)%, fuel recovery fees of (0.5)%, and environmental services of (0.7)%, partially offset by increases in average yield of 2.8%, fuel recovery fees of 0.1%2.7%, and acquisitions, net of divestitures of 0.7%, partially offset by the impact of decreased volumes of (0.4)%, environmental services of (0.3)%, and recycling processing and commodity sales of (0.1)%0.9%.
The following table summarizes our revenue, expenses and operating income for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 (in millions of dollars and as a percentage of revenue):
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
| Revenue | Revenue | $ | 2,646.9 | | | 100.0 | % | | $ | 2,565.7 | | | 100.0 | % | | $ | 7,722.7 | | | 100.0 | % | | $ | 7,510.9 | | | 100.0 | % | Revenue | $ | 2,454.4 | | | 100.0 | % | | $ | 2,605.3 | | | 100.0 | % | | $ | 5,008.3 | | | 100.0 | % | | $ | 5,075.9 | | | 100.0 | % |
| Expenses: | Expenses: | | Expenses: | |
| Cost of operations | Cost of operations | 1,631.4 | | | 61.6 | | | 1,577.4 | | | 61.5 | | | 4,754.4 | | | 61.6 | | | 4,624.4 | | | 61.6 | | Cost of operations | 1,468.1 | | | 59.8 | | | 1,617.0 | | | 62.1 | | | 3,018.2 | | | 60.3 | | | 3,123.1 | | | 61.5 | |
Depreciation, amortization and
depletion of property and
equipment | Depreciation, amortization and
depletion of property and
equipment | 253.5 | | | 9.6 | | | 245.4 | | | 9.5 | | | 743.4 | | | 9.6 | | | 730.2 | | | 9.7 | | Depreciation, amortization and depletion of property and equipment | 254.4 | | | 10.4 | | | 251.0 | | | 9.6 | | | 508.2 | | | 10.2 | | | 489.8 | | | 9.7 | |
| Amortization of other intangible assets | Amortization of other intangible assets | 4.8 | | | 0.2 | | | 14.9 | | | 0.6 | | | 14.4 | | | 0.2 | | | 45.0 | | | 0.6 | | Amortization of other intangible assets | 5.2 | | | 0.2 | | | 5.0 | | | 0.2 | | | 10.5 | | | 0.2 | | | 9.7 | | | 0.2 | |
| Amortization of other assets | Amortization of other assets | 9.0 | | | 0.3 | | | 2.1 | | | 0.1 | | | 25.3 | | | 0.3 | | | 5.8 | | | 0.1 | | Amortization of other assets | 9.5 | | | 0.4 | | | 8.2 | | | 0.3 | | | 19.0 | | | 0.4 | | | 16.3 | | | 0.3 | |
| Accretion | Accretion | 20.5 | | | 0.8 | | | 20.1 | | | 0.8 | | | 61.4 | | | 0.8 | | | 60.7 | | | 0.8 | | Accretion | 20.8 | | | 0.8 | | | 20.5 | | | 0.8 | | | 41.7 | | | 0.8 | | | 40.9 | | | 0.8 | |
Selling, general and administrative | Selling, general and administrative | 275.4 | | | 10.4 | | | 260.9 | | | 10.2 | | | 806.3 | | | 10.4 | | | 775.0 | | | 10.3 | | Selling, general and administrative | 262.1 | | | 10.7 | | | 264.5 | | | 10.1 | | | 539.2 | | | 10.8 | | | 530.9 | | | 10.4 | |
| Gain on disposition of assets and
asset impairments, net | (24.0) | | | (0.9) | | | (4.6) | | | (0.2) | | | (23.5) | | | (0.3) | | | (5.3) | | | (0.1) | | |
| Withdrawal costs - multiemployer pension funds | | Withdrawal costs - multiemployer pension funds | 31.6 | | | 1.3 | | | — | | | — | | | 35.9 | | | 0.7 | | | — | | | — | |
| Loss on business divestitures and impairments, net | | Loss on business divestitures and impairments, net | 5.3 | | | 0.2 | | | 0.2 | | | — | | | 1.4 | | | — | | | 0.5 | | | — | |
| Restructuring charges | Restructuring charges | 8.5 | | | 0.3 | | | 9.2 | | | 0.4 | | | 13.0 | | | 0.2 | | | 22.5 | | | 0.3 | | Restructuring charges | 2.2 | | | 0.1 | | | 1.5 | | | 0.1 | | | 6.0 | | | 0.1 | | | 4.5 | | | 0.1 | |
| Operating income | Operating income | $ | 467.8 | | | 17.7 | % | | $ | 440.3 | | | 17.1 | % | | $ | 1,328.0 | | | 17.2 | % | | $ | 1,252.6 | | | 16.7 | % | Operating income | $ | 395.2 | | | 16.1 | % | | $ | 437.4 | | | 16.8 | % | | $ | 828.2 | | | 16.5 | % | | $ | 860.2 | | | 17.0 | % |
Our pre-tax income was $369.5$300.1 million and $1,010.9$622.7 million for the three and ninesix months ended SeptemberJune 30, 2019,2020, respectively, compared to $340.3$328.6 million and $963.6$641.4 million for the same respective periods in 2018.2019. Our net income attributable to Republic Services, Inc. was $298.3$225.5 million and $784.0$471.8 million for the three and ninesix months ended SeptemberJune 30, 2019,2020, or $0.93$0.71 and $2.43$1.47 per diluted share, respectively, compared to $263.4$251.5 million and $736.0$485.7 million, or $0.81$0.78 and $2.23$1.50 per diluted share, for the same periods in 2018,2019, respectively.
During each of the three and ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, net income attributable to Republic Services, Inc. (net income – Republic) and diluted earnings per share as noted in the following table (in millions, except per share data). Additionally, see the Results of Operations discussion of this Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of other items that impacted our earnings during the three and ninesix months ended SeptemberJune 30, 20192020 and 2018.2019.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2019 | | | | | | Three Months Ended September 30, 2018 | | | | | | |
| | | | Net | | Diluted | | | | Net | | Diluted | | |
| | Pre-tax | | Income - | | Earnings | | Pre-tax | | Income - | | Earnings | | |
| | Income | | Republic | | per Share | | Income | | Republic | | per Share | | |
| | | | | | | | | | | | | | |
| As reported | | $ | 369.5 | | | $ | 298.3 | | | $ | 0.93 | | | $ | 340.3 | | | $ | 263.4 | | | $ | 0.81 | | | |
| | | | | | | | | | | | | | |
| Restructuring charges | | 8.5 | | | 6.3 | | | 0.02 | | | 9.2 | | | 7.4 | | | 0.02 | | | |
Incremental contract startup costs - large municipal contract (2) | | — | | | — | | | — | | | 0.1 | | | — | | | — | | | |
Adoption of the Tax Act (2) | | — | | | — | | | — | | | — | | | 0.3 | | | — | | | |
| Gain on disposition of assets and asset impairments, net | | (24.0) | | | (14.3) | | | (0.04) | | | (4.6) | | | (2.1) | | | (0.01) | | | |
Acquisition integration and deal costs (1) | | 1.9 | | | 1.4 | | | — | | | — | | | — | | | — | | | |
| | | | | | | | | | | | | | |
| Total adjustments | | (13.6) | | | (6.6) | | | (0.02) | | | 4.7 | | | 5.6 | | | 0.01 | | | |
| As adjusted | | $ | 355.9 | | | $ | 291.7 | | | $ | 0.91 | | | $ | 345.0 | | | $ | 269.0 | | | $ | 0.82 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2020 | | | | | | Three Months Ended June 30, 2019 | | | | |
| | | | Net | | Diluted | | | | Net | | Diluted |
| | Pre-tax | | Income - | | Earnings | | Pre-tax | | Income - | | Earnings |
| | Income | | Republic | | per Share | | Income | | Republic | | per Share |
| | | | | | | | | | | | |
| As reported | | $ | 300.1 | | | $ | 225.5 | | | $ | 0.71 | | | $ | 328.6 | | | $ | 251.5 | | | $ | 0.78 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Restructuring charges(1) | | 2.2 | | | 1.6 | | | 0.01 | | | 1.5 | | | 1.1 | | | — | |
Loss on business divestitures and impairments, net (1) | | 5.3 | | | 6.4 | | | 0.02 | | | 0.2 | | | 0.2 | | | — | |
Acquisition integration and deal costs (2) | | 1.8 | | | 1.3 | | | — | | | 1.9 | | | 1.3 | | | 0.01 | |
| Withdrawal costs - multiemployer pension funds | | 31.6 | | | 23.4 | | | 0.07 | | | — | | | — | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Total adjustments | | 40.9 | | | 32.7 | | | 0.10 | | | 3.6 | | | 2.6 | | | 0.01 | |
| As adjusted | | $ | 341.0 | | | $ | 258.2 | | | $ | 0.81 | | | $ | 332.2 | | | $ | 254.1 | | | $ | 0.79 | |
(1) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the three months ended SeptemberJune 30, 2019.
(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the three months ended SeptemberJune 30, 2018.2020.
| | | Nine Months Ended September 30, 2019 | | | Nine Months Ended September 30, 2018 | | | Six Months Ended June 30, 2020 | | | Six Months Ended June 30, 2019 | |
| | | Net | | Diluted | | | Net | | Diluted | | | Net | | Diluted | | | Net | | Diluted |
| | Pre-tax | | Income - | | Earnings | | Pre-tax | | Income - | | Earnings | | Pre-tax | | Income - | | Earnings | | Pre-tax | | Income - | | Earnings |
| | Income | | Republic | | per Share | | Income | | Republic | | per Share | | Income | | Republic | | per Share | | Income | | Republic | | per Share |
| | As reported | As reported | | $ | 1,010.9 | | | $ | 784.0 | | | $ | 2.43 | | | $ | 963.6 | | | $ | 736.0 | | | $ | 2.23 | | As reported | | $ | 622.7 | | | $ | 471.8 | | | $ | 1.47 | | | $ | 641.4 | | | $ | 485.7 | | | $ | 1.50 | |
Loss on extinguishment of debt and other related costs (2) | | — | | | — | | | — | | | 0.3 | | | 0.2 | | | — | | |
| | Restructuring charges | Restructuring charges | | 13.0 | | | 9.6 | | | 0.03 | | | 22.5 | | | 17.1 | | | 0.06 | | Restructuring charges | | 6.0 | | | 4.5 | | | 0.02 | | | 4.5 | | | 3.3 | | | 0.01 | |
Loss on business divestitures and impairments, net (1) | | Loss on business divestitures and impairments, net (1) | | 1.4 | | | 3.5 | | | 0.01 | | | 0.5 | | | 0.4 | | | — | |
| Acquisition integration and deal costs | | Acquisition integration and deal costs | | 5.6 | | | 4.1 | | | 0.02 | | | 2.5 | | | 1.8 | | | 0.01 | |
| Withdrawal costs - multiemployer pension funds | | Withdrawal costs - multiemployer pension funds | | 35.9 | | | 26.5 | | | 0.08 | | | — | | | — | | | — | |
| Bridgeton insurance recovery | | Bridgeton insurance recovery | | (10.8) | | | (8.2) | | | (0.03) | | | — | | | — | | | — | |
Incremental contract startup costs - large municipal contract (1) | Incremental contract startup costs - large municipal contract (1) | | 0.7 | | | 0.5 | | | — | | | 5.4 | | | 4.1 | | | 0.01 | | Incremental contract startup costs - large municipal contract (1) | | — | | | — | | | — | | | 0.7 | | | 0.5 | | | — | |
Adoption of the Tax Act (2) | | — | | | — | | | — | | | — | | | 0.3 | | | — | | |
| Gain on disposition of assets and asset impairments, net | | (23.5) | | | (13.9) | | | (0.04) | | | (5.3) | | | (2.7) | | | (0.01) | | |
| Acquisition integration and deal costs | | 4.4 | | | 3.2 | | | 0.01 | | | — | | | — | | | — | | |
| | Total adjustments | Total adjustments | | (5.4) | | | (0.6) | | | — | | | 22.9 | | | 19.0 | | | 0.06 | | Total adjustments | | 38.1 | | | 30.4 | | | 0.10 | | | 8.2 | | | 6.0 | | | 0.02 | |
| As adjusted | As adjusted | | $ | 1,005.5 | | | $ | 783.4 | | | $ | 2.43 | | | $ | 986.5 | | | $ | 755.0 | | | $ | 2.29 | | As adjusted | | $ | 660.8 | | | $ | 502.2 | | | $ | 1.57 | | | $ | 649.6 | | | $ | 491.7 | | | $ | 1.52 | |
(1) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the ninesix months ended SeptemberJune 30, 2019.
(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the nine months ended September 30, 2018.
We believe that presenting adjusted pre-tax income, adjusted net income – Republic, and adjusted diluted earnings per share, which are not measures determined in accordance with U.S. GAAP, provides an understanding of operational activities before the financial impact of certain items. We use these measures, and believe investors will find them helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and costsrecoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definitions of adjusted pre-tax income, adjusted net income – Republic, and adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies. Further information on each of these adjustments is included below.
Loss on extinguishment of debt and other related costs. During the nine months ended September 30, 2018, we incurred a $0.3 million loss on the extinguishment of certain financing arrangements.
Restructuring charges. In January 2018, we eliminated certain positions following the consolidation of select back-office functions, including but not limited to the integration of our National Accounts support functions into our existing corporate support functions. These changes include a reduction in administrative staffing and the closure of certain office locations.
Restructuring charges. In 2019, we incurred costs related to the redesign of certain back-office software systems, which continued into 2020. During the three and ninesix months ended SeptemberJune 30, 2020, we incurred restructuring charges of $2.2 million and $6.0 million, respectively, and during the three and six months ended June 30, 2019, we incurred restructuring charges of $8.5$1.5 million and $13.0$4.5 million, respectively, that primarily related to upgrades to our back-office software systems.these efforts. During the three and ninesix months ended SeptemberJune 30, 2018,2020 and 2019, we incurred restructuring charges of $9.2paid $6.2 million and $22.5$6.5 million, respectively, that primarily consisted of severance and other employee termination benefits and the closure of offices with lease agreements with non-cancelable terms. We paid $7.9 million and $18.7 million during the nine months ended September 30, 2019 and 2018, respectively, related to these restructuring efforts.
In 2019,July 2020, we eliminated certain positions, primarily related to our back-office support functions, in response to the COVID-19 pandemic. During the remainder of 2020, we expect to incur additional restructuring charges of approximately $3 million to $5$15 million primarily related to upgrades toemployee severance costs and the redesign of certain of our back-office software systems. Substantially all of these restructuring charges will be recorded in our corporate segment.
Loss on business divestitures and impairments, net. During the three and six months ended June 30, 2020, we recorded a net loss on business divestitures and impairments of $5.3 million, which included a $10.8 million liability for a withdrawal event from a certain multi-employer pension plan, and $1.4 million, respectively. During the three and six months ended June 30, 2019, we recorded a net loss on business divestitures and impairments of $0.2 million and $0.5 million, respectively.
Acquisition integration and deal costs. Although our business regularly incurs costs related to acquisitions, we specifically identify in the tables above integration and deal costs of $1.8 million and $5.6 million incurred during the three and six months ended June 30, 2020, respectively, and $1.9 million and $2.5 million incurred during the three and six months ended June 30, 2019, respectively. We do this because of the magnitude of the costs associated with the particular acquisition and integration activity during these time periods.
Withdrawal costs - multiemployer pension funds. During the three and six months ended June 30, 2020, we recorded charges to earnings of $31.6 million and $35.9 million, respectively, for withdrawal events at multiemployer pension funds to which we contribute. As we obtain updated information regarding multiemployer pension funds, the factors used in deriving our estimated withdrawal liabilities will be subject to change, which may adversely impact our reserves for withdrawal costs.
Bridgeton insurance recovery. During the six months ended June 30, 2020, we recognized an insurance recovery of $10.8 million related to our closed Bridgeton Landfill in Missouri as a reduction of remediation expenses in our cost of operations.
Incremental contract startup costs - large municipal contract. Although our business regularly incurs startup costs under municipal contracts, we specifically identify in the tables above the startup costs with respect to an individual municipal contract (and do not adjust for other startup costs under other contracts in 2019 or 2018)contracts). We do this because of the magnitude of the costs involved with this particular municipal contract and the unusual nature for the time period in which they were incurred.
During the ninesix months ended SeptemberJune 30, 2019, we incurred costs of $0.7 million and during the three and nine months ended September 30, 2018, we incurred costs of $0.1 million and $5.4 million, respectively, related to the implementation of athis large municipal contract. These costs did not meet the capitalization criteria prescribed by the new revenue recognition standard.
Adoption of the Tax Act.Accounting Standards Update 2014-09, The Tax Act was enacted on December 22, 2017. Among other things, the Tax Act reduced the U.S. federal corporate tax rateRevenue from 35% to 21%. For the year ended December 31, 2017, we recorded provisional amounts based on our estimates of the Tax Act's effect to our deferred taxes, uncertain tax positions,Contracts with Customers (Topic 606) and one-time transition tax. During the three months ended September 30, 2018, we adjusted the provisional amounts recorded as of December 31, 2017 for the one-time transition tax, deferred taxesOther Assets and uncertain tax positions. These adjustments increased our tax provision by $0.3 million.
Gain on disposition of assets and asset impairments, net.Deferred Costs-Contracts with Customers (Subtopic 340-40) During the three and nine months ended September 30, 2019, we recorded a net gain on disposition of assets and asset impairments related to business divestitures of $24.0 million and $23.5 million, respectively. During the three and nine months ended September 30, 2018, we recorded a net gain on disposition of assets and asset impairments related to business divestitures of $4.6 million and $5.3 million, respectively..
Acquisition integration and deal costs. Although our business regularly incurs costs related to acquisitions, we specifically identify in the tables above the integration and deal costs incurred during the three and nine months ended September 30, 2019. We do this because of the magnitude of the costs associated with the particular acquisition activity during these time periods. During the three and nine months ended September 30, 2019, we incurred acquisition related integration and deal costs of $1.9 million and $4.4 million, respectively.
Recent Developments
In October 2019, certain of our owned and operated facilities in our Group 1 segment were impacted by separate fire-related events. We are estimating the financial impact of any damage to the facilities, and we may experience higher operating expenses or asset impairments in the fourth quarter as a result of these events.
2020 Preliminary Financial Outlook
Adjusted Diluted Earnings per Share
We are providing our preliminary financial outlook for 2020. This does not represent full detailed guidance, but rather a point-in-time estimate based on current projections of 2019 performance, early indicators from the 2020 budget process and current economic conditions. Consistent with prior practice, we will provide formal guidance in February 2020 once the budget process is complete and full year 2019 results are reported. The following is a summary of anticipated adjusted diluted earnings per share preliminary outlook for the year ending December 31, 2020, which is not a measure determined in accordance with U.S GAAP:
| | | | | |
| (Preliminary Outlook)
Year Ending
December 31, 2020 |
Diluted earnings per share | $ 3.44 - 3.49 |
| |
| |
Restructuring charges | 0.02 | |
Adjusted diluted earnings per share | $ 3.46 - 3.51 |
We believe that presenting adjusted diluted earnings per share preliminary outlook provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges and costs in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.
Results of Operations
Revenue
We generate revenue primarily from our solid waste collection operations. Our remaining revenue is from other services, including transfer station, landfill disposal, recycling, and environmental services. Our residential, small-container and large-container collection operations in some markets are based on long-term contracts with municipalities. Certain of our municipal contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index. We generally provide small-container and large-container collection services to customers under contracts with terms up to three years. Our transfer stations and landfills generate revenue from disposal or tipping fees charged to third parties. Our recycling processing facilities generate revenue from tipping fees charged to third parties and the sale of recycled commodities. Our revenue from environmental services consists mainly of fees we charge for the treatment and disposal of non-hazardous solid and liquid waste and solidin-plant services, such as transportation and logistics. Environmental services waste derivedis generated from the productionby-product of oil and natural gas.gas exploration and production activity. Additionally, it is generated by the daily operations of industrial, petrochemical and refining facilities, including maintenance, plant turnarounds and capital projects. Other non-core revenue consists primarily of revenue from National Accounts, which represents the portion of revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated waste handling services are subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations.
The following table reflects our revenue by service line for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 (in millions of dollars and as a percentage of revenue):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | | | | | | | Nine Months Ended September 30, | | | | | | |
| 2019 | | | | 2018 | | | | 2019 | | | | 2018 | | |
| Collection: | | | | | | | | | | | | | | | |
| Residential | $ | 574.4 | | | 21.7 | % | | $ | 563.2 | | | 22.0 | % | | $ | 1,701.8 | | | 22.0 | % | | $ | 1,672.4 | | | 22.3 | % |
| Small-container | 799.1 | | | 30.2 | | | 772.5 | | | 30.1 | | | 2,369.0 | | | 30.7 | | | 2,286.0 | | | 30.4 | |
| Large-container | 583.6 | | | 22.1 | | | 561.3 | | | 21.9 | | | 1,688.2 | | | 21.9 | | | 1,633.5 | | | 21.8 | |
| Other | 11.7 | | | 0.4 | | | 11.0 | | | 0.4 | | | 34.2 | | | 0.4 | | | 32.6 | | | 0.4 | |
| Total collection | 1,968.8 | | | 74.4 | | | 1,908.0 | | | 74.4 | | | 5,793.2 | | | 75.0 | | | 5,624.5 | | | 74.9 | |
| Transfer | 347.1 | | | | | 322.9 | | | | | 985.8 | | | | | 932.5 | | | |
| Less: intercompany | (192.2) | | | | | (180.6) | | | | | (556.8) | | | | | (534.6) | | | |
| Transfer, net | 154.9 | | | 5.8 | | | 142.3 | | | 5.5 | | | 429.0 | | | 5.6 | | | 397.9 | | | 5.3 | |
| Landfill | 605.3 | | | | | 590.2 | | | | | 1,750.7 | | | | | 1,720.7 | | | |
| Less: intercompany | (265.5) | | | | | (258.8) | | | | | (776.6) | | | | | (767.5) | | | |
| Landfill, net | 339.8 | | | 12.8 | | | 331.4 | | | 12.9 | | | 974.1 | | | 12.6 | | | 953.2 | | | 12.7 | |
| Environmental services | 57.8 | | | 2.2 | | | 51.5 | | | 2.0 | | | 143.6 | | | 1.8 | | | 149.6 | | | 2.0 | |
| Other: | | | | | | | | | | | | | | | |
| Recycling processing and commodity sales | 68.6 | | | 2.6 | | | 76.0 | | | 3.0 | | | 213.2 | | | 2.8 | | | 219.9 | | | 2.9 | |
| Other non-core | 57.0 | | | 2.2 | | | 56.5 | | | 2.2 | | | 169.6 | | | 2.2 | | | 165.8 | | | 2.2 | |
| Total other | 125.6 | | | 4.8 | | | 132.5 | | | 5.2 | | | 382.8 | | | 5.0 | | | 385.7 | | | 5.1 | |
| Total revenue | $ | 2,646.9 | | | 100.0 | % | | $ | 2,565.7 | | | 100.0 | % | | $ | 7,722.7 | | | 100.0 | % | | $ | 7,510.9 | | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | | | | | | | Six Months Ended June 30, | | | | | | |
| 2020 | | | | 2019 | | | | 2020 | | | | 2019 | | |
| Collection: | | | | | | | | | | | | | | | |
| Residential | $ | 573.6 | | | 23.4 | % | | $ | 570.1 | | | 21.9 | % | | $ | 1,142.1 | | | 22.8 | % | | $ | 1,127.5 | | | 22.2 | % |
| Small-container | 742.4 | | | 30.3 | | | 792.0 | | | 30.4 | | | 1,548.1 | | | 30.9 | | | 1,570.0 | | | 30.9 | |
| Large-container | 501.3 | | | 20.4 | | | 573.9 | | | 22.0 | | | 1,053.7 | | | 21.0 | | | 1,104.5 | | | 21.8 | |
| Other | 12.6 | | | 0.5 | | | 11.7 | | | 0.4 | | | 24.9 | | | 0.5 | | | 22.5 | | | 0.4 | |
| Total collection | 1,829.9 | | | 74.6 | | | 1,947.7 | | | 74.7 | | | 3,768.8 | | | 75.2 | | | 3,824.5 | | | 75.3 | |
| Transfer | 330.5 | | | | | 344.7 | | | | | 652.4 | | | | | 639.6 | | | |
| Less: intercompany | (180.4) | | | | | (193.5) | | | | | (366.0) | | | | | (365.5) | | | |
| Transfer, net | 150.1 | | | 6.1 | | | 151.2 | | | 5.8 | | | 286.4 | | | 5.7 | | | 274.1 | | | 5.4 | |
| Landfill | 564.0 | | | | | 607.5 | | | | | 1,122.3 | | | | | 1,142.8 | | | |
| Less: intercompany | (248.3) | | | | | (270.1) | | | | | (500.6) | | | | | (508.6) | | | |
| Landfill, net | 315.7 | | | 12.9 | | | 337.4 | | | 13.0 | | | 621.7 | | | 12.4 | | | 634.2 | | | 12.5 | |
| Environmental services | 30.1 | | | 1.2 | | | 40.8 | | | 1.6 | | | 76.9 | | | 1.6 | | | 85.9 | | | 1.7 | |
| Other: | | | | | | | | | | | | | | | |
| Recycling processing and commodity sales | 73.5 | | | 3.0 | | | 71.9 | | | 2.7 | | | 141.3 | | | 2.8 | | | 144.6 | | | 2.9 | |
| Other non-core | 55.1 | | | 2.2 | | | 56.3 | | | 2.2 | | | 113.2 | | | 2.3 | | | 112.6 | | | 2.2 | |
| Total other | 128.6 | | | 5.2 | | | 128.2 | | | 4.9 | | | 254.5 | | | 5.1 | | | 257.2 | | | 5.1 | |
| Total revenue | $ | 2,454.4 | | | 100.0 | % | | $ | 2,605.3 | | | 100.0 | % | | $ | 5,008.3 | | | 100.0 | % | | $ | 5,075.9 | | | 100.0 | % |
The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three and ninesix months ended SeptemberJune 30, 20192020 and 2018:2019:
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2019 | | 2018 | | 2019 | | 2018 | | 2020 | | 2019 | | 2020 | | 2019 |
| Average yield | Average yield | 2.8 | % | | 2.4 | % | | 2.8 | % | | 2.2 | % | Average yield | 2.5 | % | | 2.8 | % | | 2.7 | % | | 2.9 | % |
| Fuel recovery fees | Fuel recovery fees | (0.2) | | | 0.8 | | | 0.1 | | | 0.7 | | Fuel recovery fees | (0.8) | | | 0.1 | | | (0.5) | | | 0.1 | |
| Total price | Total price | 2.6 | | | 3.2 | | | 2.9 | | | 2.9 | | Total price | 1.7 | | | 2.9 | | | 2.2 | | | 3.0 | |
Volume (1) | Volume (1) | 0.1 | | | (0.1) | | | (0.4) | | | 0.8 | | Volume (1) | (7.4) | | | 0.1 | | | (3.7) | | | (0.7) | |
| Recycling processing and commodity sales | Recycling processing and commodity sales | (0.3) | | | (1.0) | | | (0.1) | | | (1.2) | | Recycling processing and commodity sales | 0.1 | | | 0.2 | | | — | | | — | |
| Environmental services | Environmental services | (0.4) | | | 0.1 | | | (0.3) | | | 0.2 | | Environmental services | (0.9) | | | (0.4) | | | (0.7) | | | (0.2) | |
| Total internal growth | Total internal growth | 2.0 | | | 2.2 | | | 2.1 | | | 2.7 | | Total internal growth | (6.5) | | | 2.8 | | | (2.2) | | | 2.1 | |
| Acquisitions / divestitures, net | Acquisitions / divestitures, net | 1.2 | | | 1.9 | | | 0.7 | | | 1.8 | | Acquisitions / divestitures, net | 0.7 | | | 0.7 | | | 0.9 | | | 0.5 | |
| | Subtotal | | 3.2 | | | 4.1 | | | 2.8 | | | 4.5 | | |
| Adoption of the new revenue recognition standard | | — | | | (4.0) | | | — | | | (4.1) | | |
| | Total | Total | 3.2 | % | | 0.1 | % | | 2.8 | % | | 0.4 | % | Total | (5.8) | % | | 3.5 | % | | (1.3) | % | | 2.6 | % |
| | Core price | Core price | 4.7 | % | | 3.9 | % | | 4.7 | % | | 3.8 | % | Core price | 4.7 | % | | 4.6 | % | | 5.0 | % | | 4.7 | % |
(1) The increasedecrease in volume of 0.1%(3.7)% during the threesix months ended SeptemberJune 30, 20192020 includes an offsetting increase of 0.5%0.2% due to one additional work dayworkday as compared to the threesame respective period in 2019. The decrease in volume of (0.7)% during the six months ended SeptemberJune 30, 2019 includes a decrease of (0.3)% due to one less workday as compared to the same respective period in 2018.
Average yield is defined as revenue growth from the change in average price per unit of service, expressed as a percentage. Core price is defined as price increases to our customers and fees, excluding fuel recovery fees, net of price decreases to retain customers. We also measure changes in average yield and core price as a percentage of related-business revenue, defined as total revenue excluding recycled commodities and fuel recovery fees, to determine the effectiveness of our pricing strategies. Average yield as a percentage of related-business revenue was 2.9%2.6% and 3.0%2.8% for the three and ninesix months ended SeptemberJune 30, 2019,2020, respectively, and 2.5% and 2.4%3.0% for the same respective periods in 2018.2019. Core price as a percentage of related-business revenue was 5.0%4.9% and 5.2% for both the three and ninesix months ended SeptemberJune 30, 2019,2020, respectively, and 4.2%4.9% and 4.0%5.0% for the same respective periods in 2018.2019.
During the three and ninesix months ended SeptemberJune 30, 2019,2020, we experienced the following changes in our revenue as compared to the same respective periods in 2018:2019:
•Average yield increased revenue by 2.8%2.5% and 2.7% during both the three and ninesix months ended SeptemberJune 30, 2019,2020, respectively, due to price increases in all lines of business.
•The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, decreased revenue by (0.2)(0.8)% and (0.5)% during the three and six months ended SeptemberJune 30, 2019,2020, respectively, primarily due to a decrease in fuel prices compared to the same periodperiods in 2018. The fuel recovery fee program increased revenue by 0.1% during the nine months ended September 30, 2019 primarily due to an increasecombined with a decrease in the total revenue subject to the fuel recovery fees. This increase was
•Volume decreased revenue by (7.4)% and (3.7)% during the three and six months ended June 30, 2020, respectively, primarily due to a reduction in service levels attributable to the COVID-19 pandemic. We experienced volume declines in our small- and large-container lines of business as a result of a reduction in the frequency of pickups or a temporary pause in service for certain of our customers. In addition, we experienced declines in solid and special waste volumes disposed at certain of our landfills and transfer stations. These decreases were partially offset by a decreasean increase in fuel pricesconstruction and demolition volumes in our landfill line of business along with one additional workday during the ninesix months ended SeptemberJune 30, 2019,2020 as compared to the same period in 2018.2019.
•VolumeRecycling processing and commodity sales increased revenue by 0.1% during the three months ended SeptemberJune 30, 20192020, primarily due to one additional workday, partially offset by lower residential and small-container collection volumes as compared to the three months ended September 30, 2018. Volume decreased revenue by (0.4)% during the nine months ended September 30, 2019, primarily due to volume declines in our residential and small-container collection lines of business. The volume declines in our collection lines of business were primarily due to certain non-regrettable losses during the nine months ended September 30, 2019 as compared to the same period in 2018. In addition, special waste landfill volumes decreased during the three and nine months ended September 30, 2019 as compared to the same periods in 2018.
•Recycling processing and commodity sales decreased revenue by (0.3)% and (0.1)% during the three and nine months ended September 30, 2019, respectively, primarily due to a declinean increase in overall commodity prices as compared to the same periodsperiod in 2018.2019. Recycling processing and commodity sales remained unchanged during the six months ended June 30, 2020 as higher commodity prices were offset by lower recycling volumes. The average price for recycled commodities, excluding glass and organics, for the three and ninesix months ended SeptemberJune 30, 20192020 was $72$101 and $81$88 per ton, respectively, compared to $106$78 and $103$86 per ton for the same respective periods in 2018.2019.
Changing market demand for recycled commodities causes volatility in commodity prices. At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities will change both annual revenue and operating income by approximately $18$13 million.
•Environmental services decreased revenue by (0.9)% and (0.7)% during the three and six months ended June 30, 2020, respectively, primarily due to a decrease in rig counts and drilling activity as a result of lower demand for crude oil and the delay of in-plant project work.
•Acquisitions, net of divestitures, increased revenue by 1.2%0.7% and 0.7%0.9% during the three and ninesix months ended SeptemberJune 30, 2019,2020, respectively, due to our continued growth strategy of acquiring privately held solid waste, recycling and environmental services companies that complement our existing business platform.
•Environmental services decreased revenue by (0.4)% and (0.3)% during the three and nine months ended September 30, 2019, respectively, primarily due to a decline in drilling activity and increased competition in the Permian Basin.
Cost of Operations
Cost of operations includes labor and related benefits, which consists of salaries and wages, health and welfare benefits, incentive compensation and payroll taxes. It also includes transfer and disposal costs representing tipping fees paid to third party disposal facilities and transfer stations; maintenance and repairs relating to our vehicles, equipment and containers, including related labor and benefit costs; transportation and subcontractsubcontractor costs, which include costs for independent haulers that transport our waste to disposal facilities and costs for local operators who provide waste handling services associated with our National Accounts in markets outside our standard operating areas; fuel, which includes the direct cost of fuel used by our vehicles, net of fuel tax credits; disposal fees and taxes, consisting of landfill taxes, host community fees and royalties; landfill operating costs, which includeincludes financial assurance, leachate disposal, remediation charges and other landfill maintenance costs; risk management costs, which include casualty insurance premiums and claims; cost of goods sold, which includes material costs paid to suppliers; and other, which includes expenses such as facility operating costs, equipment rent and gains or losses on sale of assets used in our operations.
The following table summarizes the major components of our cost of operations for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 (in millions of dollars and as a percentage of revenue):
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
| Labor and related benefits | Labor and related benefits | $ | 558.9 | | | 21.1 | % | | $ | 536.1 | | | 20.9 | % | | $ | 1,647.7 | | | 21.3 | % | | $ | 1,604.2 | | | 21.4 | % | Labor and related benefits | $ | 514.2 | | | 21.0 | % | | $ | 551.7 | | | 21.2 | % | | $ | 1,071.1 | | | 21.4 | % | | $ | 1,088.9 | | | 21.5 | % |
| Transfer and disposal costs | Transfer and disposal costs | 216.5 | | | 8.2 | | | 214.9 | | | 8.4 | | | 634.8 | | | 8.2 | | | 617.8 | | | 8.2 | | Transfer and disposal costs | 189.2 | | | 7.7 | | | 221.1 | | | 8.5 | | | 387.8 | | | 7.7 | | | 418.4 | | | 8.2 | |
| Maintenance and repairs | Maintenance and repairs | 265.0 | | | 10.0 | | | 250.8 | | | 9.8 | | | 757.8 | | | 9.8 | | | 742.3 | | | 9.9 | | Maintenance and repairs | 232.2 | | | 9.5 | | | 251.0 | | | 9.6 | | | 479.5 | | | 9.6 | | | 492.8 | | | 9.7 | |
| Transportation and subcontract costs | Transportation and subcontract costs | 179.1 | | | 6.8 | | | 166.5 | | | 6.5 | | | 504.7 | | | 6.6 | | | 482.3 | | | 6.4 | | Transportation and subcontract costs | 160.7 | | | 6.5 | | | 171.8 | | | 6.6 | | | 328.0 | | | 6.5 | | | 325.6 | | | 6.4 | |
| Fuel | Fuel | 94.2 | | | 3.6 | | | 103.9 | | | 4.0 | | | 283.1 | | | 3.7 | | | 289.7 | | | 3.9 | | Fuel | 58.7 | | | 2.4 | | | 96.8 | | | 3.7 | | | 138.3 | | | 2.8 | | | 188.9 | | | 3.7 | |
| Disposal fees and taxes | Disposal fees and taxes | 84.7 | | | 3.2 | | | 82.9 | | | 3.2 | | | 242.9 | | | 3.1 | | | 240.4 | | | 3.2 | | Disposal fees and taxes | 77.2 | | | 3.1 | | | 85.0 | | | 3.3 | | | 154.6 | | | 3.1 | | | 158.2 | | | 3.1 | |
| Landfill operating costs | Landfill operating costs | 63.5 | | | 2.4 | | | 60.7 | | | 2.4 | | | 184.4 | | | 2.4 | | | 169.4 | | | 2.3 | | Landfill operating costs | 65.7 | | | 2.7 | | | 67.2 | | | 2.6 | | | 130.5 | | | 2.6 | | | 120.9 | | | 2.4 | |
| Risk management | Risk management | 54.4 | | | 2.0 | | | 52.4 | | | 2.0 | | | 170.5 | | | 2.2 | | | 160.5 | | | 2.1 | | Risk management | 51.6 | | | 2.1 | | | 63.6 | | | 2.4 | | | 113.5 | | | 2.3 | | | 116.1 | | | 2.3 | |
| | Other | Other | 115.1 | | | 4.3 | | | 109.2 | | | 4.3 | | | 328.5 | | | 4.3 | | | 317.8 | | | 4.2 | | Other | 118.6 | | | 4.8 | | | 108.8 | | | 4.2 | | | 225.7 | | | 4.5 | | | 213.3 | | | 4.2 | |
| Subtotal | | Subtotal | 1,468.1 | | | 59.8 | | | 1,617.0 | | | 62.1 | | | 3,029.0 | | | 60.5 | | | 3,123.1 | | | 61.5 | |
| | Bridgeton insurance recovery | | Bridgeton insurance recovery | — | | | — | | | — | | | — | | | (10.8) | | | (0.2) | | | — | | | — | |
| Total cost of operations | Total cost of operations | $ | 1,631.4 | | | 61.6 | % | | $ | 1,577.4 | | | 61.5 | % | | $ | 4,754.4 | | | 61.6 | % | | $ | 4,624.4 | | | 61.6 | % | Total cost of operations | $ | 1,468.1 | | | 59.8 | % | | $ | 1,617.0 | | | 62.1 | % | | $ | 3,018.2 | | | 60.3 | % | | $ | 3,123.1 | | | 61.5 | % |
These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies. As such, you should take care when comparing our cost of operations by component to that of other companies.
Our cost of operations increased in aggregate dollars for the three months ended September 30, 2019 partly due to one additional workday as compared to the same period in 2018. Our cost of operations further increased in aggregate dollarsdecreased for the three and ninesix months ended SeptemberJune 30, 20192020 compared to the same periods in 20182019 as a result of the following:
•Labor and related benefits increaseddecreased due to a decline in aggregate dollars dueservice levels attributable to the COVID-19 pandemic, partially offset by the minimum hourly work week guarantee for certain of our frontline employees. Additionally, this decrease was offset by higher hourly and salaried wages as a result of annual merit increases along with increased headcount attributableand one additional workday during the six months ended June 30, 2020 as compared to acquisition-related growth.the same period in 2019.
•Transfer and disposal costs increased in aggregate dollars primarily due todecreased as a result of lower collection volumes, partially offset by an increase in third party disposal rates.
During the three and ninesix months ended SeptemberJune 30, 20192020, we internalized approximately 67% and 2018, approximately 68%, respectively, of the total waste volume we collected was disposed at landfill sites thatcollected. During the three and six months ended June 30, 2019, we own or operate (internalization).internalized approximately 68% and 67%, respectively, of the total waste volume we collected.
•Maintenance and repairs expense increased in aggregate dollarsdecreased due to a decrease in service levels attributable to the complexity of trucks, including the cost of parts and internal labor.COVID-19 pandemic.
•Transportation and subcontract costs increased in aggregate dollarsdecreased during the three months ended June 30, 2020 primarily due to a decrease in transfer station volumes. Transportation and subcontract costs increased third party transportation rates and acquisition related activity.during the six months ended June 30, 2020 due to acquisition-related activity along with one additional workday during the six months ended June 30, 2020 as compared to the same period in 2019, partially offset by a decrease in transfer station volumes.
•Fuel costs decreased during the three and ninesix months ended SeptemberJune 30, 20192020 due to a decline in both fuel prices and collection volumes. The decreaseas well as a decline in service levels attributable to the COVID-19 pandemic. Our fuel costs during the nine months ended September 30, 2019 was partially offsetwere further decreased by favorable compressed natural gas (CNG) tax credits of approximately $15 million that were enacted in 2018, retroactively effective to 2017December 2019 and recognized during the same period in 2018, which did not recur in 2019.three and six months ended June 30, 2020. The national average diesel fuel cost per gallon for the three and ninesix months ended SeptemberJune 30, 20192020 was $3.02$2.43 and $3.05,$2.66, respectively, as compared to $3.24$3.12 and $3.15$3.07 for the same respective periods in 2018.2019.
At current consumption levels, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel costs by approximately $26 million per year. Offsetting these changes in fuel expense would be changes in our fuel recovery fee charged to our customers. At current participation rates, a twenty-cent per gallon change in the price of diesel fuel changes our fuel recovery fee by approximately $25$26 million per year.
•Landfill operating costs remained relatively unchanged during the three months ended June 30, 2020. Landfill operating costs increased during the six months ended June 30, 2020 due to increased leachate treatment, transportation,certain favorable remediation adjustments recorded during the six months ended June 30, 2019, which did not recur in 2020.
•Risk management expenses decreased during the three and disposal costs,six months ended June 30, 2020 primarily due to favorable actuarial development in our auto liability programs coupled with a decline in exposure in our workers compensation current year program, partially offset by certainan increase in premiums for our current year programs.
•Other costs of operations increased during the three and six months ended June 30, 2020 as a result of incremental business resumption costs incurred related to the COVID-19 pandemic, including costs for additional safety equipment and hygiene products, increased facility and equipment cleaning, and costs associated with our Committed to Serve initiative.
•During the six months ended June 30, 2020, we recognized a favorable insurance recovery of $10.8 million related to our closed Bridgeton Landfill as a reduction of remediation adjustments.expenses in our consolidated statement of income for the applicable period.
Depreciation, Amortization and Depletion of Property and Equipment
The following table summarizes depreciation, amortization and depletion of property and equipment for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 (in millions of dollars and as a percentage of revenue):
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
| Depreciation and amortization of property and equipment | Depreciation and amortization of property and equipment | $ | 164.0 | | | 6.2 | % | | $ | 160.9 | | | 6.3 | % | | $ | 484.4 | | | 6.3 | % | | $ | 482.9 | | | 6.4 | % | Depreciation and amortization of property and equipment | $ | 173.1 | | | 7.1 | % | | $ | 161.0 | | | 6.2 | % | | $ | 343.9 | | | 6.9 | % | | $ | 320.4 | | | 6.3 | % |
| Landfill depletion and amortization | Landfill depletion and amortization | 89.5 | | | 3.4 | | | 84.5 | | | 3.3 | | | 259.0 | | | 3.3 | | | 247.3 | | | 3.3 | | Landfill depletion and amortization | 81.3 | | | 3.3 | | | 90.0 | | | 3.4 | | | 164.3 | | | 3.3 | | | 169.4 | | | 3.4 | |
| Depreciation, amortization and depletion expense | Depreciation, amortization and depletion expense | $ | 253.5 | | | 9.6 | % | | $ | 245.4 | | | 9.6 | % | | $ | 743.4 | | | 9.6 | % | | $ | 730.2 | | | 9.7 | % | Depreciation, amortization and depletion expense | $ | 254.4 | | | 10.4 | % | | $ | 251.0 | | | 9.6 | % | | $ | 508.2 | | | 10.2 | % | | $ | 489.8 | | | 9.7 | % |
|
Depreciation and amortization of property and equipment for the three and ninesix months ended SeptemberJune 30, 20192020 increased in aggregate dollarsprimarily due to additional assets acquired with our acquisitions, partially offset by the full depreciation of certain assets recognized in our 2008 acquisition of Allied Waste Industries, Inc.acquisitions.
During the three and ninesix months ended SeptemberJune 30, 2019,2020, landfill depletion and amortization expense increased in aggregate dollars, primarilydecreased due to favorable one-time amortization adjustments recorded during the three and nine months ended September 30, 2018, which did not recur in 2019 andlower landfill disposal volumes primarily driven by decreased special waste volumes, partially offset by an increase in our overall average depletion rate.
Amortization of Other Intangible Assets
Expenses for amortization of other intangible assets were $4.8$5.2 million and $14.4$10.5 million, or 0.2% of revenue, for the three and ninesix months ended SeptemberJune 30, 2019,2020, respectively, compared to $14.9$5.0 million and $45.0$9.7 million, or 0.6%0.2% of revenue, for each of the same respective periods in 2018.2019. Our other intangible assets primarily relate to customer relationships and, to a lesser extent, non-compete agreements. Amortization expense decreased primarilyincreased due to the full amortization of certain intangibleadditional assets recognized inacquired with our 2008 acquisition of Allied Waste Industries, Inc.acquisitions.
Amortization of Other Assets
Expenses for amortization of other assets were $9.0$9.5 million and $25.3$19.0 million, or 0.4% of revenue, for the three and six months ended June 30, 2020, respectively, compared to $8.2 million and $16.3 million, or 0.3% of revenue, for the three and nine months ended September 30, 2019, respectively, compared to $2.1 million and $5.8 million, or 0.1% of revenue, for the same respective periods in 2018.2019. Our other assets primarily relate to the prepayment of fees and capitalized implementation costs associated with cloud-based hosting arrangements. Effective January 1, 2019, we adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15) on a prospective basis. During the three and nine months ended September 30, 2018, we recognized $5.3 million and $14.7 million, respectively, of amortization related to the prepayment of fees as selling, general and administrative expenses. During the three and nine months ended September 30, 2019, we recognized $6.1 million and $17.9 million, respectively, of amortization related to the prepayment of similar fees in amortization of other assets.
Accretion Expense
Accretion expense was $20.5$20.8 million and $61.4$41.7 million, or 0.8% of revenue, for the three and ninesix months ended SeptemberJune 30, 2019,2020, respectively, compared to $20.1$20.5 million and $60.7$40.9 million, or 0.8% of revenue, for each of the same respective periods in 2018.2019. Accretion expense has remained relatively unchanged as our asset retirement obligations have remained relatively consistent period over period.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include salaries, health and welfare benefits, and incentive compensation for corporate and field general management, field support functions, sales force, accounting and finance, legal, management information systems, and clerical and administrative departments. Other expenses include rent and office costs, fees for professional services provided by third parties, legal settlements, marketing, investor and community relations services, directors’ and officers’ insurance, general employee relocation, travel, entertainment and bank charges. Restructuring charges are excluded from selling, general and administrative expenses and are discussed separately.
The following table summarizes our selling, general and administrative expenses for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 (in millions of dollars and as a percentage of revenue):
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
| Salaries and related benefits | Salaries and related benefits | $ | 186.0 | | | 7.0 | % | | $ | 173.9 | | | 6.8 | % | | $ | 552.7 | | | 7.2 | % | | $ | 520.8 | | | 6.9 | % | Salaries and related benefits | $ | 181.0 | | | 7.4 | % | | $ | 182.5 | | | 7.0 | % | | $ | 372.4 | | | 7.5 | % | | $ | 366.7 | | | 7.2 | % |
| Provision for doubtful accounts | Provision for doubtful accounts | 7.5 | | | 0.3 | | | 10.8 | | | 0.4 | | | 23.4 | | | 0.3 | | | 24.4 | | | 0.3 | | Provision for doubtful accounts | 11.0 | | | 0.4 | | | 8.4 | | | 0.3 | | | 15.9 | | | 0.3 | | | 15.9 | | | 0.3 | |
| Other | Other | 81.9 | | | 3.1 | | | 76.2 | | | 3.0 | | | 230.2 | | | 2.9 | | | 229.8 | | | 3.1 | | Other | 68.3 | | | 2.8 | | | 71.7 | | | 2.7 | | | 145.3 | | | 2.9 | | | 145.8 | | | 2.9 | |
| Subtotal | | Subtotal | 260.3 | | | 10.6 | | | 262.6 | | | 10.0 | | | 533.6 | | | 10.7 | | | 528.4 | | | 10.4 | |
| Acquisition integration and deal costs | | Acquisition integration and deal costs | 1.8 | | | 0.1 | | | 1.9 | | | 0.1 | | | 5.6 | | | 0.1 | | | 2.5 | | | — | |
| | Total selling, general and administrative expenses | Total selling, general and administrative expenses | $ | 275.4 | | | 10.4 | % | | $ | 260.9 | | | 10.2 | % | | $ | 806.3 | | | 10.4 | % | | $ | 775.0 | | | 10.3 | % | Total selling, general and administrative expenses | $ | 262.1 | | | 10.7 | % | | $ | 264.5 | | | 10.1 | % | | $ | 539.2 | | | 10.8 | % | | $ | 530.9 | | | 10.4 | % |
These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies. As such, you should take care when comparing our selling, general and administrative expenses by cost component to those of other companies.
The most significant items affecting our selling, general and administrative expenses during the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 are summarized below:
•Salaries and related benefits increaseddecreased in aggregate dollars during the three months ended June 30, 2020 primarily due to efficiencies at our customer resource centers attributable to our investments in enhanced technology platforms. Salaries and related benefits increased during the six months ended June 30, 2020 primarily due to higher incentive pay and wages, benefits, and other payroll related items resulting from annual merit increases.increases, partially offset by efficiencies at our customer resource centers.
•Provision for doubtful accounts for the three months ended June 30, 2020 and 2019 were $11.0 million and $8.4 million, respectively. The increase in provision for doubtful accounts is primarily due to specifically identified reserves recognized for certain of our National Accounts customers.
•Other selling, general and administrative expenses increased in aggregate dollarsdecreased for the three and nine months ended SeptemberJune 30, 2019,2020, primarily due to favorablea decrease in travel and advertising costs as a result of the COVID-19 pandemic. These decreases were partially offset by an increase in facility and equipment cleaning expenses attributable to the COVID-19 pandemic, consulting fees, and unfavorable changes in our legal settlements receivedreserves recorded during the three and nine months ended SeptemberJune 30, 2018, which did not recur in2020.
•Acquisition integration and deal costs increased during the six months ended June 30, 2020 to $5.6 million as compared to $2.5 million for the same periodsperiod in 2019 as well as higher consulting and professional fees. Thedue to an increase was partially offset by our adoption of ASU 2018-15. in acquisition activity.
Withdrawal Costs - Multiemployer Pension Funds
During the three and ninesix months ended SeptemberJune 30, 2018,2020, we recognized $5.3recorded charges to earnings of $31.6 million and $14.7$35.9 million, respectively, of amortization relatedfor withdrawal events at multiemployer pension funds to which we contribute. As we obtain updated information regarding multiemployer pension funds, the prepayment of certain fees as selling, general,factors used in deriving our estimated withdrawal liabilities will be subject to change, which may adversely impact our reserves for withdrawal costs.
Loss on Business Divestitures and administrative expenses. The amortization for prepayments of similar fees was recognized as amortization of other assets during the three and nine months ended September 30, 2019.
Gain on Disposition of Assets and Asset Impairments, Net
We strive to have a number one or number two market position in each of the markets we serve, or have a clear path on how we will achieve a leading market position over time. Where we cannot establish a leading market position, or where operations are not generating acceptable returns, we may decide to divest certain assets and reallocate resources to other markets. Asset or
businessBusiness divestitures could result in gains, losses or asset impairment charges that may be material to our results of operations
in a given period.
During the three and ninesix months ended SeptemberJune 30, 2020, we recorded a net loss on business divestitures and impairments of $5.3 million and $1.4 million, respectively, which included a $10.8 million liability for a withdrawal event from a certain multi-employer pension plan. During the three and six months ended June 30, 2019, we recorded a net gainloss on disposition of assets and asset impairments related to business divestitures and impairments of $24.0$0.2 million and $23.5 million, respectively. During the three and nine months ended September 30, 2018, we recorded a net gain on disposition of assets and asset impairments related to business divestitures of $4.6 million and $5.3$0.5 million, respectively.
Restructuring Charges
In January 2018,2019, we eliminated certain positions following the consolidation of select back-office functions, including but not limitedincurred costs related to the integration of our National Accounts support functions into our existing corporate support functions. These changes include a reduction in administrative staffing and closingredesign of certain office locations.
back-office software systems, which continued into 2020. During the three and ninesix months ended SeptemberJune 30, 2020, we incurred restructuring charges of $2.2 million and $6.0 million, respectively, and during the three and six months ended June 30, 2019, we incurred restructuring charges of $8.5$1.5 million and $13.0$4.5 million, respectively, that primarily related to upgrades to our back-office software systems. During the three and nine months ended September 30, 2018, we incurred restructuring charges of $9.2 million and $22.5 million, respectively, that primarily consisted of severance and other employee termination benefits and the closure of offices with lease agreements with non-cancelable terms. We paid $7.9 million and $18.7 million during the nine months ended September 30, 2019 and 2018, respectively, related to these restructuring efforts.
respectively, that primarily related to these efforts. During the six months ended June 30, 2020 and 2019, we paid $6.2 million and $6.5 million, respectively, related to these restructuring efforts.
Interest Expense
The following table provides the components of interest expense, including accretion of debt discounts and accretion of discounts primarily associated with environmental and risk insurance liabilities assumed in acquisitions, for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 (in millions of dollars):
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2019 | | 2018 | | 2019 | | 2018 | | 2020 | | 2019 | | 2020 | | 2019 |
| Interest expense on debt | Interest expense on debt | $ | 89.0 | | | $ | 88.1 | | | $ | 266.8 | | | $ | 260.3 | | Interest expense on debt | $ | 76.9 | | | $ | 87.6 | | | $ | 159.3 | | | $ | 177.6 | |
| Non-cash interest | Non-cash interest | 11.8 | | | 10.0 | | | 34.9 | | | 31.4 | | Non-cash interest | 16.0 | | | 12.3 | | | 30.9 | | | 23.3 | |
| Less: capitalized interest | Less: capitalized interest | (2.8) | | | (2.1) | | | (4.8) | | | (4.4) | | Less: capitalized interest | (1.3) | | | (1.4) | | | (2.0) | | | (2.0) | |
| Total interest expense | Total interest expense | $ | 98.0 | | | $ | 96.0 | | | $ | 296.9 | | | $ | 287.3 | | Total interest expense | $ | 91.6 | | | $ | 98.5 | | | $ | 188.2 | | | $ | 198.9 | |
Total interest expense for the three and ninesix months ended SeptemberJune 30, 2019 increased2020 decreased primarily due to lower interest rates on our floating and fixed rate debt. The decrease attributable to our fixed rate debt is primarily due to the issuance of $600.0 million of 2.300% senior notes and $400.0 million of 3.050% senior notes in February 2020 as well as the issuance of $900.0 million of 2.500% senior notes in August 2019, which were used to repay outstanding senior notes with coupons ranging from 5.000% to 5.500%. This decrease was partially offset by the change in fair value of certain derivative contracts, which was recorded as an adjustment to interest expense, as well as an increase in debt outstanding duringvariable lease costs related to certain of our finance leases. For additional discussion and detail regarding our derivative contracts, see the period. Financial Condition discussion of this Management's Discussion and Analysis of Financial Condition and Results of Operations.
Cash paid for interest, excluding net swap settlements for our fixed-to-floating interest rate swaps, was $166.9 million and locks, was $257.1$171.1 million for the ninesix months ended SeptemberJune 30, 2020 and 2019, and $255.6 million for the nine months ended September 30, 2018.
Effective January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842) (ASC 842 or the new leasing standard)using the optional transition method prescribed by ASU 2018-11, Leases (Topic 842): Targeted Improvements. Under the new leasing standard, we will present variable lease costs associated with our finance leases as a component of non-cash interest expense. Variable lease costs are recognized in our consolidated statement of income in the period incurred. As such, we expect non-cash interest expense to fluctuate each period as the variable elements of these arrangements become known and the cost is incurred.respectively.
Income Taxes
Our effective tax rate, exclusive of non-controlling interests, for the three and ninesix months ended SeptemberJune 30, 20192020 was 19.3%24.7% and 22.5%24.1%, respectively. Our effective tax rate, exclusive of non-controlling interests, for the three and ninesix months ended September 30, 2018 was 22.7% and 23.6%, respectively. Our effective tax rate for the three and nine months ended SeptemberJune 30, 2019 was favorably affected by settlements of various state matters23.6% and the realization of additional federal and state benefits as well as adjustments to deferred taxes due to the completion of our 2018 tax returns.24.3%, respectively.
Cash paid for income taxes was $6.6 million for the six months ended June 30, 2020 and a net refund of $4.3 million and a net payment of $43.5$10.5 million for the ninesame period in 2019. The net refund received for the six months ended SeptemberJune 30, 2019 and 2018, respectively. Cash taxes have beenwas favorably impacted from the receipt of funds from amended tax returns filed during 2018.
For additional discussion and detail regarding our income taxes, see Note 9,8, Income Taxes, to our unaudited consolidated financial statements included in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q.
Reportable Segments
Our senior management evaluates, oversees and manages the financial performance of our operations through two field groups, referred to as Group 1 and Group 2. Group 1 primarily consists of geographic areas located in the western United States, and Group 2 primarily consists of geographic areas located in the southeastern and mid-western United States, and the eastern seaboard of the United States.
The two field groups, Group 1 and Group 2, are presented below as our reportable segments, which provide integrated waste management services consisting of non-hazardous solid waste collection, transfer, recycling, disposal and environmental services. Summarized financial information concerning our reportable segments for the three and ninesix months ended SeptemberJune 30, 20192020 and 20182019 is shown in the following tables (in millions of dollars and as a percentage of revenue in the case of operating margin):
| | | Net Revenue | | Depreciation, Amortization, Depletion and Accretion Before Adjustments for Asset Retirement Obligations | | Adjustments to Amortization Expense for Asset Retirement Obligations | | Depreciation, Amortization, Depletion and Accretion | | Gain on Disposition of Assets and Impairments, Net | | Operating Income (Loss) | | Operating Margin | | Net Revenue | | Depreciation, Amortization, Depletion and Accretion Before Adjustments for Asset Retirement Obligations | | Adjustments to Amortization Expense for Asset Retirement Obligations | | Depreciation, Amortization, Depletion and Accretion | | Loss on Business Divestitures and Impairments, Net | | Operating Income (Loss) | | Operating Margin |
| | Three Months Ended September 30, 2019 | | | |
| Three Months Ended June 30, 2020 | | Three Months Ended June 30, 2020 | | |
| Group 1 | Group 1 | $ | 1,285.2 | | | $ | 128.7 | | | $ | — | | | $ | 128.7 | | | $ | — | | | $ | 316.0 | | | 24.6 | % | Group 1 | $ | 1,230.1 | | | $ | 130.8 | | | $ | — | | | $ | 130.8 | | | $ | — | | | $ | 318.5 | | | 25.9 | % |
| Group 2 | Group 2 | 1,322.8 | | | 133.7 | | | — | | | 133.7 | | | — | | | 242.8 | | | 18.4 | % | Group 2 | 1,184.8 | | | 133.9 | | | (1.5) | | | 132.4 | | | — | | | 225.6 | | | 19.0 | % |
| Corporate entities | Corporate entities | 38.9 | | | 25.4 | | | — | | | 25.4 | | | 24.0 | | | (91.0) | | | — | | Corporate entities | 39.5 | | | 26.7 | | | — | | | 26.7 | | | 5.3 | | | (148.9) | | | — | |
| Total | Total | $ | 2,646.9 | | | $ | 287.8 | | | $ | — | | | $ | 287.8 | | | $ | 24.0 | | | $ | 467.8 | | | 17.7 | % | Total | $ | 2,454.4 | | | $ | 291.4 | | | $ | (1.5) | | | $ | 289.9 | | | $ | 5.3 | | | $ | 395.2 | | | 16.1 | % |
| | Three Months Ended September 30, 2018 | | | |
| Three Months Ended June 30, 2019 | | Three Months Ended June 30, 2019 | | |
| Group 1 | Group 1 | $ | 1,229.5 | | | $ | 124.6 | | | $ | (0.7) | | | $ | 123.9 | | | $ | — | | | $ | 298.5 | | | 24.3 | % | Group 1 | $ | 1,264.4 | | | $ | 127.1 | | | $ | (0.2) | | | $ | 126.9 | | | $ | — | | | $ | 309.2 | | | 24.5 | % |
| Group 2 | Group 2 | 1,297.4 | | | 129.9 | | (0.9) | | | 129.0 | | | — | | | 231.4 | | | 17.8 | % | Group 2 | 1,303.0 | | | 131.9 | | 0.6 | | | 132.5 | | | — | | | 228.0 | | | 17.5 | % |
| Corporate entities | Corporate entities | 38.8 | | | 29.6 | | — | | | 29.6 | | | 4.6 | | | (89.6) | | | — | | Corporate entities | 37.9 | | | 25.3 | | — | | | 25.3 | | | 0.2 | | | (99.8) | | | — | |
| Total | Total | $ | 2,565.7 | | | $ | 284.1 | | | $ | (1.6) | | | $ | 282.5 | | | $ | 4.6 | | | $ | 440.3 | | | 17.2 | % | Total | $ | 2,605.3 | | | $ | 284.3 | | | $ | 0.4 | | | $ | 284.7 | | | $ | 0.2 | | | $ | 437.4 | | | 16.8 | % |
| | | Net
Revenue | | Depreciation,
Amortization,
Depletion and
Accretion Before
Adjustments for
Asset Retirement
Obligations | | Adjustments to
Amortization
Expense
for Asset
Retirement
Obligations | | Depreciation,
Amortization,
Depletion and
Accretion | | Gain on
Disposition of
Assets and Impairments, Net | | Operating
Income
(Loss) | | Operating
Margin | | Net Revenue | | Depreciation, Amortization, Depletion and Accretion Before Adjustments for Asset Retirement Obligations | | Adjustments to Amortization Expense for Asset Retirement Obligations | | Depreciation, Amortization, Depletion and Accretion | | Loss on Business Divestitures and Impairments, Net | | Operating Income (Loss) | | Operating Margin |
| | Nine Months Ended September 30, 2019 | | | |
| Six Months Ended June 30, 2020 | | Six Months Ended June 30, 2020 | | |
| Group 1 | Group 1 | $ | 3,742.8 | | | $ | 377.5 | | | $ | (0.3) | | | $ | 377.2 | | | $ | — | | | $ | 913.1 | | | 24.4 | % | Group 1 | $ | 2,484.7 | | | $ | 259.5 | | | $ | (0.2) | | | $ | 259.3 | | | $ | — | | | $ | 630.3 | | | 25.4 | % |
| Group 2 | Group 2 | 3,864.0 | | | 391.5 | | | 0.6 | | | 392.1 | | | — | | | 695.5 | | | 18.0 | % | Group 2 | 2,443.3 | | | 268.5 | | | (1.6) | | | 266.9 | | | — | | | 460.0 | | | 18.8 | % |
| Corporate entities | Corporate entities | 115.9 | | | 75.2 | | | — | | | 75.2 | | | 23.5 | | | (280.6) | | | — | | Corporate entities | 80.3 | | | 53.2 | | | — | | | 53.2 | | | 1.4 | | | (262.1) | | | — | |
| Total | Total | $ | 7,722.7 | | | $ | 844.2 | | | $ | 0.3 | | | $ | 844.5 | | | $ | 23.5 | | | $ | 1,328.0 | | | 17.3 | % | Total | $ | 5,008.3 | | | $ | 581.2 | | | $ | (1.8) | | | $ | 579.4 | | | $ | 1.4 | | | $ | 828.2 | | | 16.5 | % |
| | Nine Months Ended September 30, 2018 | | | |
| Six Months Ended June 30, 2019 | | Six Months Ended June 30, 2019 | | |
| Group 1 | Group 1 | $ | 3,602.6 | | | $ | 376.8 | | | $ | (5.9) | | | $ | 370.9 | | | $ | — | | | $ | 851.6 | | | 23.6 | % | Group 1 | $ | 2,457.7 | | | $ | 248.7 | | | $ | (0.3) | | | $ | 248.4 | | | $ | — | | | $ | 597.5 | | | 24.3 | % |
| Group 2 | Group 2 | 3,790.7 | | | 385.6 | | | (3.3) | | | 382.3 | | | — | | | 666.3 | | | 17.6 | % | Group 2 | 2,542.7 | | | 257.9 | | | 0.6 | | | 258.5 | | | — | | | 451.3 | | | 17.7 | % |
| Corporate entities | Corporate entities | 117.6 | | | 88.5 | | | — | | | 88.5 | | | 5.3 | | | (265.3) | | | — | | Corporate entities | 75.5 | | | 49.8 | | | — | | | 49.8 | | | 0.5 | | | (188.6) | | | — | |
| Total | Total | $ | 7,510.9 | | | $ | 850.9 | | | $ | (9.2) | | | $ | 841.7 | | | $ | 5.3 | | | $ | 1,252.6 | | | 16.7 | % | Total | $ | 5,075.9 | | | $ | 556.4 | | | $ | 0.3 | | | $ | 556.7 | | | $ | 0.5 | | | $ | 860.2 | | | 17.0 | % |
Corporate entities include legal, tax, treasury, information technology, risk management, human resources, closed landfills and other administrative functions. National Accounts revenue included in corporate entities represents the portion of revenue generated from nationwide and regional contracts in markets outside our operating areas where the associated waste handling services are subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations.
Significant changes in the revenue and operating margins of our reportable segments comparing the three and ninesix months ended SeptemberJune 30, 20192020 with the same periodperiods in 20182019 are discussed below:
Group 1
Revenue for the three and nine months ended SeptemberJune 30, 20192020 decreased 2.7% due to volume declines in our small- and large-container collection, transfer station, and landfill lines of business, partially offset by an increase in average yield in all lines of business. Revenue for the six months ended June 30, 2020 increased 4.5% and 3.9%, respectively,1.1% due to an increase in average yield in all lines of business and anone additional workday as compared to the same periods in 2019. This increase in volume in our collection and transfer stations lines of business, which was partially offset by volume declines in our small- and large-container collection, transfer station, and landfill linelines of business.
Operating income in Group 1 increased from $298.5$309.2 million for the three months ended SeptemberJune 30, 2018,2019, or 24.3%a 24.5% operating income margin, to $316.0$318.5 million for the three months ended SeptemberJune 30, 2019,2020, or a 24.6%25.9% operating income margin. Operating income in Group 1 increased from $851.6$597.5 million for the ninesix months ended SeptemberJune 30, 2018,2019, or 23.6%a 24.3% operating income margin, to $913.1$630.3 million for the ninesix months ended SeptemberJune 30, 2019,2020, or a 24.4% operating income margin. The following cost categories impacted operating income margin:
•Cost of operations unfavorably impacted operating income margin for the three months ended September 30, 2019, primarily due to an increase in maintenance and repairs expenses and transportation and subcontract costs, partially offset by a decrease in fuel costs. Cost of operations favorably impacted operating income margin for the nine months ended September 30, 2019, primarily due to a decrease in labor and related benefits and fuel costs as a percentage of revenue, partially offset by an increase in transportation and subcontract costs.
•Selling, general, and administrative expenses favorably impacted operating income margin for the three and nine months ended September 30, 2019, primarily due to a decrease in bad debt expense during the three and nine months ended September 30, 2019.
Group 2
Revenue for the three and nine months ended September 30, 2019 increased 2.0% and 1.9%, respectively, due primarily to increases in average yield in all lines of business, partially offset by volume declines in our collection and transfer stations lines of business.
Operating income in Group 2 increased from $231.4 million for the three months ended September 30, 2018, or a 17.8% operating income margin, to $242.8 million for the three months ended September 30, 2019, or an 18.4% operating income margin. Operating income in Group 2 increased from $666.3 million for the nine months ended September 30, 2018, or a 17.6% operating income margin, to $695.5 million for the nine months ended September 30, 2019, or an 18.0%25.4% operating income margin. The following cost categories impacted operating income margin:
•Cost of operations favorably impacted operating income margin for the three and ninesix months ended SeptemberJune 30, 2019,2020, primarily due to a decrease in transferlabor and disposal costs,related benefits, maintenance and repairs expenses, and fuel costs and risk management expenses as a percentageresult of revenue,decreased service levels attributable to the COVID-19 pandemic. Fuel costs were further decreased as a result of a decline in diesel fuel prices combined with CNG tax credits that were enacted in December 2019 and recognized during the three and six months ended June 30, 2020.
•Landfill and depletion favorably impacted operating income margin during the three and six months ended June 30, 2020 due to lower landfill disposal volumes primarily driven by decreased special waste volumes, partially offset by an increase in our overall average depletion rate. Depreciation unfavorably impacted operating income margin for the three and six months ended June 30, 2020, primarily due to additional assets acquired with our acquisitions.
Group 2
Revenue for the three and six months ended June 30, 2020 decreased 9.1% and 3.9%, respectively, due to a decrease in overall volumes across all lines of business, partially offset by an increase in average yield in all lines of business and one additional workday during the six months ended June 30, 2020, as compared to the same period in 2019.
Operating income in Group 2 decreased from $228.0 million for the three months ended June 30, 2019, or a 17.5% operating income margin, to $225.6 million for the three months ended June 30, 2020, or a 19.0% operating income margin. Operating income in Group 2 increased from $451.3 million for the six months ended June 30, 2019, or a 17.7% operating income margin, to $460.0 million for the six months ended June 30, 2020, or an 18.8% operating income margin. The following cost categories impacted operating income margin:
•Cost of operations favorably impacted operating income margin for the three and six months ended June 30, 2020, primarily due to a decrease in labor and related benefits, transfer and disposal costs, maintenance and repairs expenses, and fuel costs as a result of decreased service levels attributable to the COVID-19 pandemic. Fuel costs were further decreased as a result of a decline in diesel fuel prices combined with CNG tax credits that were enacted in December 2019 and recognized during the three and six months ended June 30, 2020. These decreases were partially offset by an increase in transportation and subcontract costs and landfill operating costs, both as a percentage of revenue.
•Landfill depletion and amortization unfavorably impacted operating income margin as a result of favorable one-time amortization adjustments recorded duringfor the three and ninesix months ended SeptemberJune 30, 2018, which did not recur in the same periods in 2019 as well as2020 due to an increase in our overall average depletion rate.rate, partially offset by lower landfill disposal volumes primarily driven by decreased special waste volumes. Depreciation favorablyunfavorably impacted operating income margin during the three and ninesix months ended SeptemberJune 30, 2019,2020, primarily due to the full depreciation of certainadditional assets recognized inacquired with our 2008 acquisition of Allied Waste Industries, Inc.acquisitions.
Corporate Entities
Operating loss in our Corporate Entities increased from $89.6$99.8 million for the three months ended SeptemberJune 30, 20182019 to $91.0$148.9 million for the three months ended SeptemberJune 30, 2019.2020. Operating loss in our Corporate Entities increased from $265.3$188.6 million for the ninesix months ended SeptemberJune 30, 20182019 to $280.6$262.1 million for the ninesix months ended SeptemberJune 30, 2019.2020. The operating loss for the three and ninesix months ended SeptemberJune 30, 2019 increased due to2020 was unfavorably impacted by net unfavorable legal settlements and a net loss on business divestitures and impairments, partially offset by favorable CNG tax credits of approximately $15 million that were enactedactuarial development in 2018, retroactively effective in 2017 and recognizedour auto liability programs recorded during the three and nine months ended SeptemberJune 30, 2018, favorable legal settlements received2020. Additionally, during the three and ninesix months ended SeptemberJune 30, 2018, and higher consulting and professional fees, partially offset by the net gain on disposition of assets and asset impairments2020, we recognized incremental business resumption costs related to business divestitures.
For discussionthe COVID-19 pandemic as selling, general and detail regardingadministrative expenses. We recognized certain direct and incremental costs attributable to the COVID-19 pandemic, including costs for additional safety equipment and hygiene products, increased facility and equipment cleaning, and costs associated with our reportable segments, referCommitted to Note 13, Segment Reporting, to our unaudited consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Serve initiative.
Landfill and Environmental Matters
Available Airspace
The following table reflects landfill airspace activity for active landfills we owned or operated during the nine months ended September 30, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of December 31, 2018 | | New Expansions Undertaken | | Landfills Acquired, Net of Divestitures | | Permits
Granted,
Net of
Closures | | Airspace
Consumed | | Changes in Engineering Estimates | | Balance as of September 30, 2019 |
| Cubic yards (in millions): | | | | | | | | | | | | | |
| Permitted airspace | 4,736.8 | | | — | | | — | | | 35.1 | | | (61.3) | | | (2.2) | | | 4,708.4 | |
| Probable expansion airspace | 341.2 | | | 6.7 | | | — | | | (18.1) | | | — | | | — | | | 329.8 | |
| Total cubic yards (in millions) | 5,078.0 | | | 6.7 | | | — | | | 17.0 | | | (61.3) | | | (2.2) | | | 5,038.2 | |
| Number of sites: | | | | | | | | | | | | | |
| Permitted airspace | 190 | | | — | | | — | | | — | | | | | | | 190 | |
| Probable expansion airspace | 12 | | | 2 | | | — | | | (2) | | | | | | | 12 | |
As of SeptemberJune 30, 2019,2020, we owned or operated 190 active solid waste landfills with total available disposal capacity estimated to be 5,038.2 million5.0 billion in-place cubic yards. For these landfills, the following table reflects changes in capacity and remaining capacity, as measured in cubic yards of airspace:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of December 31, 2019 | | New Expansions Undertaken | | | | Permits Granted /
New Sites,
Net of Closures | | Airspace
Consumed | | Changes in Engineering Estimates | | Balance as of June 30, 2020 |
| Cubic yards (in millions): | | | | | | | | | | | | | |
| Permitted airspace | 4,673.0 | | | — | | | | | 88.7 | | | (37.6) | | | (0.2) | | | 4,723.9 | |
| Probable expansion airspace | 321.7 | | | 30.0 | | | | | (82.3) | | | — | | | — | | | 269.4 | |
| Total cubic yards (in millions) | 4,994.7 | | | 30.0 | | | | | 6.4 | | | (37.6) | | | (0.2) | | | 4,993.3 | |
| Number of sites: | | | | | | | | | | | | | |
| Permitted airspace | 189 | | | — | | | | | 1 | | | | | | | 190 | |
| Probable expansion airspace | 12 | | | 2 | | | | | (2) | | | | | | | 12 | |
Total available disposal capacity represents the sum of estimated permitted airspace plus an estimate of probable expansion airspace. Engineers develop these estimates at least annually using information provided by annual aerial surveys. As of September 30, 2019, total available disposal capacity is estimated to be 4,708.4 million in-place cubic yards of permitted airspace plus 329.8 million in-place cubic yards of probable expansion airspace. Before airspace included in an expansion area is determined to be probable expansion airspace and, therefore, included in our calculation of total available disposal capacity, it must meet all of our expansion criteria. The average estimated remaining life of all of our landfills is 62 years.
As of SeptemberJune 30, 2019,2020, 12 of our landfills met all of our criteria for including their probable expansion airspace in their total available disposal capacity. At projected annual volumes, these landfills have an estimated remaining average site life of 57126 years, including probable expansion airspace. The average estimated remaining life of all of our landfills is 62 years. We have other expansion opportunities that are not included in our total available airspace because they do not meet all of our criteria to be deemedfor treatment as probable expansion airspace.
Final Capping,Closure and Post-Closure Costs
As of September 30, 2019, accrued final capping, closure and post-closure costs were $1,339.6 million, of which $80.9 million were current, as reflected in our unaudited consolidated balance sheet in accrued landfill and environmental costs included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Remediation and Other Charges for Landfill Matters
Bridgeton Landfill. During the nine months ended September 30, 2019, we paid $12.0 million related to management and monitoring of the remediation area for our closed Bridgeton Landfill in Missouri. We continue to work with state and federal regulatory agencies on our remediation efforts. From time to time, this may require us to modify our future operating timeline and procedures, which could result in changes to our expected liability. As of September 30, 2019, the remediation liability recorded for this site was $149.1 million, of which approximately $2 million is expected to be paid during the remainder of 2019. We believe the remaining reasonably possible high-end of our range would be approximately $171 million higher than the amount recorded as of September 30, 2019.
West Lake Landfill Superfund Site. Our subsidiary Bridgeton Landfill, LLC is one of several currently designated Potentially Responsible Parties for the West Lake Landfill Superfund site (West Lake) in Missouri. On September 27, 2018, the U.S. Environmental Protection Agency (EPA) issued a Record of Decision Amendment for West Lake that includes a total undiscounted cost estimate of $229 million over a four- to five-year design and construction timeline. On March 11, 2019, the EPA issued special notice letters under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) to Bridgeton Landfill, LLC and the other currently designated Potentially Responsible Parties to initiate negotiations to implement the remedy. At this time we are neither able to predict the final design of that remedy, nor estimate how much of the future response costs of the site our subsidiary may agree or be required to pay. During any subsequent administrative proceedings or litigation, our subsidiary will vigorously contest liability for the costs of remediating radiologically-impacted materials generated on behalf of the federal government during the Manhattan Project and delivered to the site by an Atomic Energy Commission licensee and its subcontractor. Currently, we believe we are adequately reserved for our expected remediation liability. However, subsequent events related to remedy design, divisibility, or allocation may require us to modify our expected remediation liability.
It is reasonably possible that we will need to adjust our accrued landfill and environmental liabilities to reflect the effects of new or additional information, to the extent that such information impacts the costs, timing or duration of the required actions. Future changes in our estimates of the costs, timing or duration of the required actions could have a material adverse effect on our consolidated financial position, results of operations and cash flows.
InvestmentFor a description of our significant remediation matters, see Note 6, Landfill and Environmental Costs, of the notes to our unaudited consolidated financial statements in Landfills
The following table reflects changes in our investment in landfills for the nine months ended September 30, 2019 (in millionsPart I, Item 1 of dollars):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of December 31, 2018 | | Capital
Additions (Amortization) | | Retirements | | Acquisitions,
Net of
Divestitures | | Non-cash
Additions
for Asset
Retirement
Obligations | | Impairments,
Transfers
and Other
Adjustments | | Adjustments
for Asset
Retirement
Obligations | | Balance as of September 30, 2019 |
| Non-depletable landfill land | $ | 167.5 | | | $ | 0.6 | | | $ | (0.9) | | | $ | — | | | $ | — | | | $ | (1.1) | | | $ | — | | | $ | 166.1 | |
| Landfill development costs | 7,106.0 | | | 2.6 | | | (0.1) | | | 8.1 | | | 34.1 | | | 117.4 | | | (0.6) | | | 7,267.5 | |
| Construction-in-progress - landfill | 287.9 | | | 288.4 | | | — | | | — | | | — | | | (116.9) | | | — | | | 459.4 | |
| Accumulated depletion and amortization | (3,635.9) | | | (258.7) | | | — | | | — | | | — | | | — | | | (0.3) | | | (3,894.9) | |
| Net investment in landfill land and development costs | $ | 3,925.5 | | | $ | 32.9 | | | $ | (1.0) | | | $ | 8.1 | | | $ | 34.1 | | | $ | (0.6) | | | $ | (0.9) | | | $ | 3,998.1 | |
this Quarterly Report on Form 10-Q.
Selected Balance Sheet Accounts
The following table reflects the activity in our allowance for doubtful accounts and other, final capping, closure, post-closure costs, remediation liabilities, and accrued insurance during the ninesix months ended SeptemberJune 30, 20192020 (in millions of dollars):
| | | Allowance for
Doubtful
Accounts and Other | | Final Capping,
Closure and
Post-Closure | | Remediation | |
Insurance Reserves | | Allowance for
Doubtful
Accounts and Other | | Final Capping,
Closure and
Post-Closure | | Remediation | |
Insurance Reserves |
| Balance as of December 31, 2018 | $ | 34.3 | | | $ | 1,292.0 | | | $ | 540.2 | | | $ | 423.7 | | |
| Balance as of December 31, 2019 | | Balance as of December 31, 2019 | $ | 34.0 | | | $ | 1,335.6 | | | $ | 500.2 | | | $ | 438.5 | |
| Non-cash additions for asset retirement obligations | Non-cash additions for asset retirement obligations | — | | | 32.9 | | | — | | | — | | Non-cash additions for asset retirement obligations | — | | | 21.7 | | | — | | | — | |
| Acquisitions, net of divestitures and other adjustments | Acquisitions, net of divestitures and other adjustments | — | | | 0.3 | | | 0.1 | | | — | | Acquisitions, net of divestitures and other adjustments | — | | | (0.6) | | | 1.5 | | | — | |
| Asset retirement obligation adjustments | Asset retirement obligation adjustments | — | | | 0.7 | | | — | | | — | | Asset retirement obligation adjustments | — | | | (5.3) | | | — | | | — | |
| Accretion expense | Accretion expense | — | | | 61.4 | | | 14.3 | | | 0.5 | | Accretion expense | — | | | 41.7 | | | 9.3 | | | 0.2 | |
| Premium written for third-party risk assumed | Premium written for third-party risk assumed | — | | | — | | | — | | | 27.3 | | Premium written for third-party risk assumed | — | | | — | | | — | | | 18.8 | |
| Reclassified to ceded insurance reserves | Reclassified to ceded insurance reserves | — | | | — | | | — | | | (17.9) | | Reclassified to ceded insurance reserves | — | | | — | | | — | | | (5.0) | |
| Net adjustments charged to expense | Net adjustments charged to expense | 23.4 | | | — | | | (9.6) | | | 346.6 | | Net adjustments charged to expense | 15.9 | | | — | | | (0.4) | | | 233.4 | |
| Payments or usage | Payments or usage | (22.0) | | | (47.7) | | | (29.4) | | | (344.2) | | Payments or usage | (15.6) | | | (23.2) | | | (28.3) | | | (240.9) | |
| Balance as of September 30, 2019 | 35.7 | | | 1,339.6 | | | 515.6 | | | 436.0 | | |
| Balance as of June 30, 2020 | | Balance as of June 30, 2020 | 34.3 | | | 1,369.9 | | | 482.3 | | | 445.0 | |
| Less: current portion | Less: current portion | (35.7) | | | (80.9) | | | (72.3) | | | (156.7) | | Less: current portion | (34.3) | | | (70.8) | | | (57.3) | | | (170.5) | |
| Long-term portion | Long-term portion | $ | — | | | $ | 1,258.7 | | | $ | 443.3 | | | $ | 279.3 | | Long-term portion | $ | — | | | $ | 1,299.1 | | | $ | 425.0 | | | $ | 274.5 | |
As of SeptemberJune 30, 2019,2020, accounts receivable were $1,162.9 million, net of allowance for doubtful accounts and other of $35.7 million. As of December 31, 2018, accounts receivable were $1,102.7$1,066.5 million, net of allowance for doubtful accounts and other of $34.3 million.
December 31, 2019, accounts receivable were $1,125.9 million, net of allowance for doubtful accounts and other of $34.0 million. Property and Equipment
The following tables reflect the activity in our property and equipment accounts for the ninesix months ended SeptemberJune 30, 20192020 (in millions of dollars):
| | | | Gross Property and Equipment | | | Gross Property and Equipment | |
| | | Balance as of December 31, 2018 | | Capital
Additions | | Retirements | | Acquisitions,
Net of
Divestitures | | Non-cash
Additions
for Asset
Retirement
Obligations | | Adjustments
for Asset
Retirement
Obligations | | Impairments,
Transfers
and Other
Adjustments | | Balance as of September 30, 2019 | | Balance as of December 31, 2019 | | Capital
Additions | | Retirements | | Acquisitions,
Net of
Divestitures | | Non-cash
Additions
for Asset
Retirement
Obligations | | Adjustments
for Asset
Retirement
Obligations | | Impairments,
Transfers
and Other
Adjustments | | Balance as of June 30, 2020 |
| Land | Land | $ | 443.6 | | | $ | 0.2 | | | $ | (0.7) | | | $ | 8.0 | | | $ | — | | | $ | — | | | $ | 0.2 | | | $ | 451.3 | | Land | $ | 448.3 | | | $ | 4.7 | | | $ | (1.1) | | | $ | 2.1 | | | $ | — | | | $ | — | | | $ | — | | | $ | 454.0 | |
Non-depletable
landfill land | Non-depletable
landfill land | 167.5 | | | 0.6 | | | (0.9) | | | — | | | — | | | — | | | (1.1) | | | 166.1 | | Non-depletable
landfill land | 170.5 | | | 0.2 | | | — | | | (0.4) | | | — | | | — | | | — | | | 170.3 | |
Landfill
development costs | Landfill
development costs | 7,106.0 | | | 2.6 | | | (0.1) | | | 8.1 | | | 34.1 | | | (0.6) | | | 117.4 | | | 7,267.5 | | Landfill
development costs | 7,474.7 | | | 1.2 | | | (15.6) | | | 15.8 | | | 20.0 | | | (5.3) | | | 244.6 | | | 7,735.4 | |
Vehicles and
equipment | Vehicles and
equipment | 7,377.3 | | | 498.7 | | | (239.9) | | | 117.0 | | | — | | | — | | | (11.1) | | | 7,742.0 | | Vehicles and
equipment | 7,766.0 | | | 364.3 | | | (147.1) | | | (18.1) | | | — | | | — | | | (3.5) | | | 7,961.6 | |
Buildings and
improvements | Buildings and
improvements | 1,279.8 | | | 2.5 | | | (8.9) | | | 4.4 | | | 0.1 | | | — | | | 37.4 | | | 1,315.3 | | Buildings and
improvements | 1,342.6 | | | 0.5 | | | (4.6) | | | 9.0 | | | 1.7 | | | — | | | 19.8 | | | 1,369.0 | |
Construction-in-
progress - landfill | Construction-in-
progress - landfill | 287.9 | | | 288.4 | | | — | | | — | | | — | | | — | | | (116.9) | | | 459.4 | | Construction-in-
progress - landfill | 366.8 | | | 170.7 | | | — | | | — | | | — | | | — | | | (243.6) | | | 293.9 | |
Construction-in-
progress - other | Construction-in-
progress - other | 89.9 | | | 47.8 | | | — | | | — | | | — | | | — | | | (81.7) | | | 56.0 | | Construction-in-
progress - other | 87.7 | | | 51.6 | | | — | | | — | | | — | | | — | | | (53.7) | | | 85.6 | |
| Total | Total | $ | 16,752.0 | | | $ | 840.8 | | | $ | (250.5) | | | $ | 137.5 | | | $ | 34.2 | | | $ | (0.6) | | | $ | (55.8) | | | $ | 17,457.6 | | Total | $ | 17,656.6 | | | $ | 593.2 | | | $ | (168.4) | | | $ | 8.4 | | | $ | 21.7 | | | $ | (5.3) | | | $ | (36.4) | | | $ | 18,069.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Accumulated Depreciation, Amortization and Depletion | | | | | | | | | | | | |
| | Balance as of December 31, 2018 | | Additions
Charged
to
Expense | | Retirements | | Acquisitions,
Net of
Divestitures | | Adjustments
for Asset
Retirement
Obligations | | Impairments,
Transfers
and Other
Adjustments | | Balance as of September 30, 2019 |
| Landfill development costs | $ | (3,635.9) | | | $ | (258.7) | | | $ | — | | | $ | — | | | $ | (0.3) | | | $ | — | | | $ | (3,894.9) | |
| Vehicles and equipment | (4,571.1) | | | (440.1) | | | 234.4 | | | 12.1 | | | — | | | 23.4 | | | (4,741.3) | |
| Buildings and improvements | (524.9) | | | (46.5) | | | 7.1 | | | 1.0 | | | — | | | (0.5) | | | (563.8) | |
| Total | $ | (8,731.9) | | | $ | (745.3) | | | $ | 241.5 | | | $ | 13.1 | | | $ | (0.3) | | | $ | 22.9 | | | $ | (9,200.0) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Accumulated Depreciation, Amortization and Depletion | | | | | | | | | | | | |
| | Balance as of December 31, 2019 | | Additions
Charged
to
Expense | | Retirements | | Acquisitions,
Net of
Divestitures | | Adjustments
for Asset
Retirement
Obligations | | Impairments,
Transfers
and Other
Adjustments | | Balance as of June 30, 2020 |
| Landfill development costs | $ | (3,968.6) | | | $ | (166.2) | | | $ | 15.5 | | | $ | — | | | $ | 1.9 | | | $ | — | | | $ | (4,117.4) | |
| Vehicles and equipment | (4,728.2) | | | (312.0) | | | 140.9 | | | 15.5 | | | — | | | 33.7 | | | (4,850.1) | |
| Buildings and improvements | (576.3) | | | (32.6) | | | 4.0 | | | 1.6 | | | — | | | 0.1 | | | (603.2) | |
| Total | $ | (9,273.1) | | | $ | (510.8) | | | $ | 160.4 | | | $ | 17.1 | | | $ | 1.9 | | | $ | 33.8 | | | $ | (9,570.7) | |
Liquidity and Capital Resources
Cash and Cash Equivalents
The following is a summary of our cash and cash equivalents and restricted cash and marketable securities balances as of:
| | | | | | | | | | | |
| June 30, 2020 | | December 31, 2019 |
| Cash and cash equivalents | $ | 269.7 | | | $ | 47.1 | |
| Restricted cash and marketable securities | 142.6 | | | 179.4 | |
| Less: restricted marketable securities | (61.6) | | | (49.1) | |
| Cash, cash equivalents, restricted cash and restricted cash equivalents | $ | 350.7 | | | $ | 177.4 | |
Our restricted cash and marketable securities include, among other things, restricted cash and marketable securities pledged to regulatory agencies and governmental entities as financial guarantees of our performance under certain collection, landfill and transfer station contracts and permits, and relating to our final capping, closure and post-closure obligations at our landfills, restricted cash and marketable securities related to our insurance obligations, and restricted cash related to a payment for a certain maturing tax-exempt financing.
The following table summarizes our restricted cash and marketable securities:
| | | | | | | | | | | |
| June 30, 2020 | | December 31, 2019 |
| Capping, closure and post-closure obligations | $ | 31.1 | | | $ | 30.6 | |
| Insurance | 111.5 | | | 99.4 | |
| Payment for maturing tax-exempt financing | — | | | 49.4 | |
| | | |
| Total restricted cash and marketable securities | $ | 142.6 | | | $ | 179.4 | |
Intended Uses of Cash
We intend to use excess cash on hand and cash from operating activities to fund capital expenditures, acquisitions, dividend payments, share repurchases and debt repayments. Debt repayments may include purchases of our outstanding indebtedness in the secondary market or otherwise. We believe that our excess cash, cash from operating activities and our availability to draw on our credit facilities provide us with sufficient financial resources to meet our anticipated capital requirements and maturing obligations as they come due.
We may choose to voluntarily retire certain portions of our outstanding debt before their maturity dates using cash from operations or additional borrowings. We may also explore opportunities in the capital markets to fund redemptions should market conditions be favorable. Early extinguishment of debt will result in an impairment charge in the period in which the debt is repaid. The loss on early extinguishment of debt relates to premiums paid to effectuate the repurchase and the relative portion of unamortized note discounts and debt issue costs.
Summary of Cash Flow Activity
The major components of changes in cash flows are discussed in the following paragraphs. The following table summarizes our cash flow from operating activities, investing activities and financing activities for the ninesix months ended SeptemberJune 30, 20192020 and 20182019 (in millions of dollars):
| | | | Nine Months Ended September 30, | | | Six Months Ended June 30, | |
| | | 2019 | | 2018 | | 2020 | | 2019 |
| Cash provided by operating activities | Cash provided by operating activities | $ | 1,786.9 | | | $ | 1,746.9 | | Cash provided by operating activities | $ | 1,333.5 | | | $ | 1,135.6 | |
| Cash used in investing activities | Cash used in investing activities | $ | (1,316.6) | | | $ | (931.7) | | Cash used in investing activities | $ | (721.8) | | | $ | (762.6) | |
| Cash used in financing activities | Cash used in financing activities | $ | (475.0) | | | $ | (857.4) | | Cash used in financing activities | $ | (438.4) | | | $ | (362.6) | |
The Coronavirus Aid, Relief and Economic Security (CARES) Act provides companies the option to defer the payment of the employer's portion of social security taxes that would otherwise be required to be made during the period between March 27, 2020 and December 31, 2020 (Payroll Tax Deferral Period). The first half of the deferred payments are due to be paid by December 31, 2021, and the second half of the deferred payments are due to be paid by December 31, 2022. We intend to defer approximately $100 million of payments related to our portion of our employees' social security taxes throughout the Payroll Tax Deferral Period in accordance with the CARES Act.
Cash Flows Provided by Operating Activities
The most significant items affecting the comparison of our operating cash flows for the ninesix months ended SeptemberJune 30, 20192020 and 20182019 are summarized below:
Changes in assets and liabilities, net of effects from business acquisitions and divestitures, decreasedincreased our cash flow from operations by $9.1$149.2 million during the ninesix months ended SeptemberJune 30, 2019,2020, compared to a decrease of $92.0$18.3 million during the same period in 2018,2019, primarily as a result of the following:
•Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $65.3decreased $45.5 million during the ninesix months ended SeptemberJune 30, 20192020 due to the timing of billings net of collections, compared to a $72.1$53.0 million increase in the same period in 2018.2019. As of SeptemberJune 30, 2019,2020, our days sales outstanding were 39.9,39.5, or 28.227.1 days net of deferred revenue, compared to 41.0,40.1, or 29.128.5 days net of deferred revenue, as of SeptemberJune 30, 2018.2019.
•Our prepaid expenses and other assets decreased $98.3$192.1 million during the ninesix months ended SeptemberJune 30, 2019,2020, compared to a $13.5$101.3 million increasedecrease in the same period in 2018,2019, primarily due to timing of our estimated tax payments.payments and our receipt of the $24.0 million Bridgeton insurance settlement we recognized in the fourth quarter of 2019. Cash paid for income taxes was $6.6 million and a net refund of $4.3 million and a net payment of $43.5$10.5 million for the ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, respectively.
•Our accounts payable decreased $9.3$60.8 million during the ninesix months ended SeptemberJune 30, 2019,2020, compared to a $58.6$12.8 million increase in the same period in 2018,2019, due to the timing of payments.
•Cash paid for capping, closure and post-closure obligations was $47.7$23.2 million during the ninesix months ended SeptemberJune 30, 2019,2020, compared to $42.5$23.8 million in the same period in 2018.2019. The increasedecrease in cash paid for capping, closure, and post-closure obligations is primarily due to the timing of capping and post-closure payments at certain of our landfill sites.
•Cash paid for remediation obligations was $0.8$10.5 million lowerhigher during the ninesix months ended SeptemberJune 30, 2019,2020, compared to the same period in 2018,2019, primarily due to $15.7 million of payments related to management and monitoring of the timingremediation area of obligations.our closed Bridgeton Landfill in Missouri as compared to $6.9 million of payments for the same period in 2019.
CashIn addition, cash paid for interest, excluding net swap settlements for our fixed-to-floating interest rate swaps, and locks, was $257.1$166.9 million and $255.6$171.1 million for the ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, respectively.
We use cash flows from operations to fund capital expenditures, acquisitions, dividend payments, share repurchases and debt repayments.
Cash Flows Used in Investing Activities
The most significant items affecting the comparison of our cash flows used in investing activities for the ninesix months ended SeptemberJune 30, 20192020 and 20182019 are summarized below:
•Capital expenditures during the ninesix months ended SeptemberJune 30, 20192020 were $908.3$654.7 million, compared with $820.5$588.7 million for the same period in 2018.2019.
•During the ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, we paid $455.9$95.1 million and $130.5$178.9 million, respectively, for acquisitions and investments.
We intend to finance capital expenditures and acquisitions through cash on hand, restricted cash held for capital expenditures, cash flows from operations, our revolving credit facilities, and tax-exempt bonds and other financings. We expect to primarily use cash and borrowings under our revolving credit facilities to pay for future business acquisitions.
Cash Flows Used in Financing Activities
The most significant items affecting the comparison of our cash flows used in financing activities for the ninesix months ended SeptemberJune 30, 20192020 and 20182019 are summarized below:
•Net proceedspayments from notes payable and long-term debt and senior notes were $250.8$67.4 million during the ninesix months ended SeptemberJune 30, 2019,2020, compared to net proceeds of $46.1$90.0 million in the same period in 2018.2019.
•During the ninesix months ended SeptemberJune 30, 2019,2020, we repurchased 4.31.2 million shares of our stock for $353.8$98.8 million compared to repurchases of 8.52.6 million shares for $574.9$202.5 million during the same period in 2018.2019.
•Dividends paid were $361.9$257.9 million and $340.0$241.7 million during the ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, respectively.
Financial Condition
Cash and Cash EquivalentsDebt Obligations
As of SeptemberJune 30, 2019,2020, we had $55.6$60.0 million of cashprincipal debt maturing within the next 12 months, which includes certain variable rate tax-exempt financings, finance lease obligations and cash equivalents and $121.3 million of restricted cash deposits and restricted marketable securities, including $30.4 million of restricted cash and marketable securities pledged to regulatory agencies and governmental entities as financial guaranteesdebentures. All of our performancetax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. If the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, we currently have availability under our $2.25 billion unsecured revolving credit facility to fund these bonds until they are remarketed successfully. Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of June 30, 2020.
An extended period of economic disruption associated with the COVID-19 pandemic could further disrupt the global supply chain, negatively impact demand for our services, and disrupt financial markets. These effects could materially and adversely affect our business and financial condition, including our access to sources of liquidity. We will continue to monitor the evolving COVID-19 pandemic along with the effect on our business and access to capital markets. Refer to Part II, Item 1A - Risk Factors of this Quarterly Report on Form 10-Q for a discussion of certain risk factors related to our final capping, closure and post-closure obligations at our landfills, and $90.9 million of restricted cash and marketable securities related to our insurance obligations.
Debtthis pandemic.
For further discussion and detail regardingof the components of our overall debt, refer tosee Note 7, Debt, of the notes to our unaudited consolidated financial statements included in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q.
Credit Facilities
In 2018, we entered into a $2.25 billion unsecured revolving credit facility (the Credit Facility), which replaced our $1.0 billion and $1.25 billion unsecured credit facilities that would have matured in May 2021 and June 2019, respectively. The Credit Facility matures in June 2023. We may request two one-year extensions of the maturity date but none of the lenders are committed to participate in such extension. The Credit Facility also includes a feature that allows us to increase availability, at our option, by an aggregate amount of up to $1.0 billion through increased commitments from existing lenders or the addition of new lenders. At our option, borrowings under the Credit Facility bear interest at a Base Rate, or a Eurodollar Rate, plus an applicable margin based on our Debt Ratings (all as defined in the Credit Facility agreement).
The Credit Facility requires us to comply with financial and other covenants. To the extent we are not in compliance with these covenants, we cannot pay dividends or repurchase common stock. Compliance with covenants also is a condition for any incremental borrowings under our Credit Facility, and failure to meet these covenants would enable the lenders to require repayment of any outstanding loans (which would adversely affect our liquidity). In July 2020, we executed an amendment to the Credit Facility agreement to increase flexibility and reduce restrictions, in particular, for future acquisitions. Effective June 30, 2020, the amendment eliminated the consolidated interest coverage ratio and revised the sole remaining financial covenant, total debt to EBITDA ratio. As amended, the covenant provides that the total debt to EBITDA ratio may not exceed 3.75 to 1.00 as of the last day of any fiscal quarter. In the case of an "elevated ratio period", which may be elected by us if one or more acquisitions during a fiscal quarter involve aggregate consideration in excess of $200 million (the Trigger Quarter), the total debt to EBITDA ratio may not exceed 4.25 to 1.00 during the Trigger Quarter and for the three fiscal quarters thereafter. The amendment also provides that there may not be more than two elevated ratio periods during the term of the Credit Facility agreement.As of SeptemberJune 30, 2019, our EBITDA to interest ratio was 7.53 compared to the 3.00 minimum required by the covenants, and2020, our total debt to EBITDA ratio was 2.963.00 compared to the 3.503.75 maximum allowed by the covenants.covenant. As of SeptemberJune 30, 2019,2020, we were in compliance with the covenants under our Credit Facility, and we expect to be in compliance throughout the remainder of 2019.2020.
EBITDA, which is a non-U.S. GAAP measure, is calculated as defined in our Credit Facility agreement. In this context, EBITDA is used solely to provide information regarding the extent to which we are in compliance with debt covenants and is not comparable to EBITDA used by other companies or used by us for other purposes.
Failure to comply with the financial and other covenants under our Credit Facility, as well as the occurrence of certain material adverse events, would constitute defaults and would allow the lenders under our Credit Facility to accelerate the maturity of all indebtedness under the Credit Facility agreement. This could have an adverse effect on the availability of financial assurances. In addition, maturity acceleration on our Credit Facility constitutes an event of default under our other debt instruments, including our senior notes, and, therefore, our senior notes would also be subject to acceleration of maturity. If such acceleration were to occur, we would not have sufficient liquidity available to repay the indebtedness. We would likely have to seek an amendment under our Credit Facility for relief from the financial covenant or repay the debt with proceeds from the issuance of new debt or equity, or asset sales, if necessary. We may be unable to amend our Credit Facility or raise sufficient capital to repay such obligations in the event the maturity is accelerated.
Availability under our Credit Facility totaled $1,710.6$1,885.2 million and $1,694.1$1,696.9 million as of SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively. The Credit Facility can be used for working capital, capital expenditures, acquisitions, letters of credit and other general corporate purposes. As of SeptemberJune 30, 20192020, we had no borrowings under our Credit Facility, and as of December 31, 2018,2019, we had $170.0 million and $159.0$184.4 million of borrowings under our Credit Facility respectively.. We had $352.0$348.1 million and $379.6$351.4 million of letters of credit outstanding under our Credit Facility as of SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively.
We also have an Uncommitted Credit Facility, which bears interest at LIBOR, plus an applicable margin and is subject to facility fees defined in the agreement, regardless of usage.margin. We can use borrowings under the Uncommitted Credit Facility for working capital and other general corporate purposes. The agreement governing our Uncommitted Credit Facility requires us to comply with certain covenants. The Uncommitted Credit Facility may be terminated by either party at any time. WeAs of June 30, 2020, we had $12.2 million ofno borrowings and $33.4 million of borrowingsoutstanding under our Uncommitted Credit Facility, and as of September 30, 2019 and December 31, 2018, respectively.2019, we had $11.6 million of borrowings outstanding under our Uncommitted Credit Facility.
Senior Notes and Debentures
In AugustAs of June 30, 2020, we had $7,407.1 million of unsecured senior notes and debentures outstanding with maturities ranging from 2021 to 2050. As of December 31, 2019, we issued $900.0had $7,257.0 million of 2.500%unsecured senior notes and debentures outstanding with maturities ranging from 2020 to 2041.
In February 2020, we issued $600.0 million of 2.300% senior notes due 20242030 (the 2.500%2.300% Notes) and $400.0 million of 3.050% senior notes due 2050 (the 3.050% Notes). We used the net proceeds from the 2.500%2.300% Notes and 3.050% Notes to repay $650.0$850.0 million of 5.500%5.000% senior notes that matured in September 2019. AnyMarch 2020. The remaining proceeds were used to repay amounts outstanding under our unsecured credit facilities as well as for general corporate purposes. Contemporaneously
Derivative Instruments and Hedging Relationships
Our ability to obtain financing through the capital markets is a key component of our financial strategy. Historically, we have managed risk associated with executing this offering,strategy, particularly as it relates to fluctuations in interest rates, by using a combination of fixed and floating rate debt. From time to time, we also have entered into interest rate swap and lock agreements to manage risk associated with interest rates, either to effectively convert specific fixed rate debt to a floating rate (fair value hedges), or to lock interest rates in anticipation of future debt issuances (cash flow hedges).
Additionally, we amended certain interest rate lock agreements, with a notional value of $375.0 millionextending the mandatory maturity date and dedesignated the hedging relationship. There was no ineffectiveness recognized in the termination of thesethem as cash flow hedges.hedges (the Extended Interest Rate Locks). In addition, we entered into an offsetting interest rate swapswaps to manage exposureoffset future exposures to fair value fluctuations in interest rates associated withof the amended agreements. Extended Interest Rate Locks.
For further detail regarding the effecta description of our derivative contracts on interest expense, refer toand hedge accounting, see Note 12,7, Financial InstrumentsDebt, to our unaudited consolidated financial statements included in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q.
In 2018,Tax-Exempt Financings
As of June 30, 2020, we had $1,119.4 million of certain variable rate tax-exempt financings outstanding with maturities ranging from 2020 to 2050. As of December 31, 2019, we had $1,116.2 million of certain variable rate tax-exempt financings outstanding with maturities ranging from 2020 to 2049. During the second quarter of 2020, we issued $800.0$60.0 million of 3.950% senior notes due 2028 (the 3.950% Notes). We used the net proceeds from the 3.950% Notes to repay $700.0 million of 3.800% senior notes that matured in May 2018, and any remaining proceeds were used for general corporate purposes. In connection with this offering, we terminated interest rate lock agreements with a notional value of $600.0 million, resulting in net proceeds of $31.1 million. There was no ineffectiveness recognized in the termination of these cash flow hedges.
Our senior notes and debentures are general unsecured obligations. Interest is payable semi-annually.
Tax-Exempt Financings
tax-exempt financings. During the second quarter of 2019, we refinanced $35.0 million of tax-exempt financings and issued $30.0 million of new tax-exempt financings. As of September 30, 2019, we had $1,066.3 million of certain variable rate tax-exempt financings outstanding with maturities ranging from 2020 to 2049. As of December 31, 2018, we had $1,036.8 million of certain variable rate tax-exempt financings outstanding with maturities ranging from 2019 to 2044. Approximately 100% of our tax-exempt financings are remarketed quarterly by remarketing agents to effectively maintain a variable yield. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. To date, the remarketing agents have been able to remarket all of our variable rate unsecured tax-exempt bonds.
Finance Leases
We had finance lease liabilities of $112.4 million and $109.5$131.5 million as of SeptemberJune 30, 2019 and December 31, 2018, respectively,2020 with maturities ranging from 2020 to 2055. We had finance lease liabilities of $119.3 million as of December 31, 2019 with maturities ranging from 2020 to 2049 and 2019 to 2046, respectively..
Credit Ratings
Our continued access to the debt capital markets and to new financing facilities, as well as our borrowing costs, depend on multiple factors, including market conditions, our operating performance and maintaining strong credit ratings. As of SeptemberJune 30, 2019,2020, our credit ratings were BBB+, Baa2 and BBB by Standard & Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings, Inc., respectively. If our credit ratings were downgraded, especially any downgrade to below investment grade, our ability to access the debt markets with the same flexibility that we have experienced historically, our cost of funds and other terms for new debt issuances, could be adversely impacted.
Intended Uses of Cash
We intend to use excess cash on hand and cash from operating activities to fund capital expenditures, acquisitions, dividend payments, share repurchases and debt repayments. Debt repayments may include purchases of our outstanding indebtedness in the secondary market or otherwise. We believe our excess cash, cash from operating activities and our availability to draw from our Credit Facility provide us with sufficient financial resources to meet our anticipated capital requirements and maturing obligations as they come due.
We may choose to voluntarily retire certain portions of our outstanding debt before their maturity dates using cash from operations or additional borrowings. We also may explore opportunities in capital markets to fund redemptions should market conditions be favorable. Early extinguishment of debt will result in an impairment charge in the period in which the debt is repaid.
Off-Balance Sheet Arrangements
We have no off-balance sheet debt or similar obligations, other than short-term operating leases and financial assurances, which are not classified as debt. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported financial position or results of operations. We have not guaranteed any third-party debt.
Seasonality and Severe Weather
Our operations can be adversely affected by periods of inclement or severe weather, which could increase the volume of waste collected under our existing contracts (without corresponding compensation), delay the collection and disposal of waste, reduce the volume of waste delivered to our disposal sites, or delay the construction or expansion of our landfills and other facilities. Our operations also can be favorably affected by severe weather, which could increase the volume of waste in situations where we are able to charge for our additional services.
Contingencies
For a description of our commitments and contingencies, see Note 6, Landfill and Environmental Costs, Note 9,8, Income Taxes, and Note 15,14, Commitments and Contingencies, to our unaudited consolidated financial statements included in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q.
Critical Accounting Judgments and Estimates
We identified and discussed our critical accounting judgments and estimates in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019. Although we believe our estimates and judgments are reasonable, they are based upon information available at the time the judgment or estimate is made. Actual results may differ significantly from estimates under different assumptions or conditions.
New Accounting Pronouncements
For a description of new accounting standards that may affect us, see Note 1, Basis of Presentation, to our unaudited consolidated financial statements included in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Fuel Price Risk
Fuel costs represent a significant operating expense. When economically practical, we may enter into new fuel hedges, renew contracts, or engage in other strategies to mitigate market risk. As of SeptemberJune 30, 2019,2020, we had no fuel hedges in place. While we charge fuel recovery fees to a majority of our customers, we are unable to charge such fees to all customers.
At current consumption levels, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel costs by approximately $26 million per year. Offsetting these changes in fuel expense would result in changes in our fuel recovery fee charged to our customers. At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel recovery fee by approximately $25$26 million per year.
Our operations also require the use of certain petrochemical-based products (such as liners at our landfills) whose coststhe cost of which may vary with the price of petrochemicals. An increase in the price of petrochemicals could increase the cost of those products, which would increase our operating and capital costs. We also are susceptible to increases in indirect fuel recovery fees from our vendors.
Our fuel costs were $283.1$138.3 million during the ninesix months ended SeptemberJune 30, 2019,2020, or 3.7%2.8% of revenue, compared to $289.7$188.9 million during the comparable period in 2018,2019, or 3.9%3.7% of revenue.
Commodities Price Risk
We market recovered materials such as old corrugated containers and old newsprint from our recycling processing centers. Changes in market supply and demand for recycled commodities causes volatility in commodity prices. WeIn prior periods, we have previously entered into derivative instruments such as swaps and costless collars designated as cash flow hedges to manage our exposure to changes in prices of these commodities. As of SeptemberJune 30, 2019,2020, we had no recycling commodity hedges in place.
At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities would change both annual revenue and operating income by approximately $18$13 million.
Revenue from recycling processing and commodity sales during the ninesix months ended SeptemberJune 30, 2020 and 2019 and 2018 was $213.2$141.3 million and $219.9$144.6 million, respectively.
Interest Rate Risk
We are subject to interest rate risk on our variable rate long-term debt. Additionally, we enter into various interest rate swap agreements with the goal of reducing overall borrowing costs and increasing our floating interest rate exposure, as well as interest rate locks to manage exposure to fluctuations in anticipation of future debt issuances. Our interest rate swap and lock contracts have been authorized pursuant to our policies and procedures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives.
As of SeptemberJune 30, 2019,2020, we had $1,254.6$1,126.2 million of floating rate debt and $300.0 million of floating interest rate swap contracts. If interest rates increased or decreased by 100 basis points on our variable rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $16$14 million. This analysis does not reflect the effect that interest rates would have on other items, such as new borrowings and the impact on the economy. See Note 7, Debt, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q for further information regarding how we manage interest rate risk.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e), and 15d-15(e)) as of the end of the period covered by this Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-Q.
Changes in Internal Control Over Financial Reporting
Based on an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, there has been no change in our internal control over financial reporting during the period covered by this Form 10-Q identified in connection with that evaluation, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
In July 2019, we acquired all of the issued and outstanding shares of Southern Tank Leasing, Inc., Tidal Tank, Inc. and Bealine Service Company, Inc. (collectively Sprint). As permitted by the SEC Staff interpretive guidance for newly acquired businesses, management's assessment of our internal control over financial reporting as of SeptemberJune 30, 20192020 did not include an assessment of those disclosure controls and procedures that are subsumed by internal control over financial reporting as it relates to the Sprint acquisition. We will continue the process of implementing internal controlscontrol over financial reporting for Sprint. As of SeptemberJune 30, 2019,2020, assets excluded from management's assessment totaled $141.8$128.3 million and contributed less than 1% of revenue to our unaudited consolidated financial statements for the three and nine months ended SeptemberJune 30, 2019.2020.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
General Legal Proceedings
We are subject to extensive and evolving laws and regulations and have implemented safeguards to respond to regulatory requirements. In the normal course of our business, we become involved in legal proceedings. Some may result in fines, penalties or judgments against us, or settlements, which may impact earnings and cash flows for a particular period. Although we cannot predict the ultimate outcome of any legal matter with certainty, we do not believe the outcome of any of our pending legal proceedings will have a material adverse impact on our consolidated financial position, results of operations or cash flows.
As used herein, the term legal proceedings refers to litigation and similar claims against us and our subsidiaries, excluding: (1) ordinary course accidents, general commercial liability and workers' compensation claims, which are covered by insurance programs, subject to customary deductibles, and which, together with self-insured employee health care costs, are discussed in Note 5, Other Liabilities, to our unaudited consolidated financial statements in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q; and (2) environmental remediation liabilities, which are discussed in Note 6, Landfill and Environmental Costs, to our unaudited consolidated financial statements in Part I, Item 1 of Part I of this Quarterly Report on Form 10-Q.
We accrue for legal proceedings when losses become probable and reasonably estimable. We have recorded an aggregate accrual of approximately $19$26 million relating to our outstanding legal proceedings as of SeptemberJune 30, 2019.2020. As of the end of each applicable reporting period, we review each of our legal proceedings and, where it is probable that a liability has been incurred, we accrue for all probable and reasonably estimable losses. Where we are able to reasonably estimate a range of losses we may incur with respect to such a matter, we record an accrual for the amount within the range that constitutes our best estimate. If we are able to reasonably estimate a range but no amount within the range appears to be a better estimate than any other, we use the amount that is the low end of such range. If we had used the high ends of such ranges, our aggregate potential liability would be approximately $15$8 million higher than the amount recorded as of SeptemberJune 30, 2019.2020.
Legal Proceedings over Certain Environmental Matters Involving Governmental Authorities with Possible Sanctions of $100,000 or More
Item 103 of the SEC's Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions unless we reasonably believe the monetary sanctions will not equal or exceed $100,000. We are disclosing the following matters in accordance with that requirement:
Pine Avenue Landfill Matter
On December 20, 2016, the EPA issued a Finding of Violation (FOV) to Allied Waste Niagara Falls Landfill, LLC (Allied-Niagara). The FOV alleges violations of the Clean Air Act and associated regulations relating to operation of Allied-Niagara’s Pine Avenue Landfill in Niagara County, New York. On October 16, 2017, Allied-Niagara received a civil penalty demand from the EPA. The demand proposes a penalty of $0.6 million or $2.5 million, depending on the results of requested sampling analysis at the site. Allied-Niagara is in discussions concerningnegotiating a resolution to the FOV, including the amount of the penalty.
West Contra Costa Sanitary Landfill Matters
The West Contra Costa Sanitary Landfill is a closed landfill formerly operated by West Contra Costa Sanitary Landfill, Inc. (WCCSL). The top deck area of the closed landfill is being utilized for a composting operation. In 2017 the Contra Costa County Health Department and the Bay Area Air Quality Management District requested that the Contra Costa County District Attorney’s Office (DA) initiate a civil enforcement action against WCCSL with respect to Notices of Violation (NOVs) from 2016 and 2017 for issues including alleged offsite odors from the composting operation and fire events in compost curing piles (the DA matter). In 2017 and 2018, the California State Water Resources Control Board (Water Board) issued three NOVsNotices of Violation alleging that operations at the closed landfill violated stormwater and waste discharge requirements permits (the Water Board matter).permits. In September 2018, we received separatea proposed penalty demandsassessment from the DA and the Water Board totaling approximately $1.2 million in civil penaltiesthe amount of $513,400. After negotiations between the parties, WCCSL agreed to a penalty amount of $460,600, one half of which can be satisfied by performing a Supplemental Environmental Project approved by the Water Board. The terms of the settlement will be memorialized in a settlement agreement, which the parties will negotiate.
Blue Ridge Landfill Matter
On January 9, 2020, the Texas Commission on Environmental Quality (TCEQ) sent a Proposed Agreed Order (PAO) to Blue Ridge Landfill TX, LP (BRLF). The PAO alleges that BRLF violated certain federal and state air regulations and permit requirements and failed to prevent nuisance odor conditions at our Blue Ridge Landfill in Fresno, Texas. The TCEQ proposed an administrative penalty in the amount of $183,055. BRLF declined to accept the PAO but did provide a substantive response to the PAO to the TCEQ. On April 7, 2020, BRLF learned that the TCEQ referred enforcement costs. WCCSL has settledto the DA matter and is in discussions concerningOffice of the Attorney General (OAG). BRLF will seek to negotiate a resolution ofwith the Water Board matter.OAG.
ITEM 1A. RISK FACTORS.
Our material risk factors are disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018.2019. There have been no material changes during the ninesix months ended SeptemberJune 30, 20192020 from or updates to the risk factors discussed in Part I, Item 1A, Risk Factors, of our 20182019 Annual Report on Form 10-K.10-K, except as follows.
Weakened global economic conditions, including those resulting from the recent COVID-19 pandemic, may harm our industry, business and results of operations.
Our business is directly affected by changes in national and general economic factors and overall economic activity that are outside of our control, including consumer confidence and interest rates. For example, the COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. A weak economy generally results in decreases in volumes of waste generated, which adversely affects our revenues. In addition, we have certain fixed costs (e.g., facility expense associated with long-term leases, depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining waste volume levels. Consumer uncertainty and the loss of consumer confidence may decrease overall economic activity and thereby limit the amount of services we provide. Additionally, a decline in waste volumes may result in increased competitive pricing pressure and increased customer turnover, resulting in lower revenue and increased operating costs. Operating in an environment of worsening economic conditions could have a material adverse effect on our consolidated financial condition, results of operations and cash flows. Further, recovery in the solid waste industry historically has lagged behind recovery in the general economy. Accordingly, we cannot assure you that an improvement in general economic conditions will result in an immediate, or any, improvement in our consolidated financial condition, results of operations or cash flows.
The COVID-19 pandemic has negatively impacted, and is likely to continue to negatively impact, our business, results of operations and financial performance.
The COVID-19 pandemic is having an unprecedented effect on the U.S. economy, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, our supply chain partners, our employees and our customers. As a result of the COVID-19 pandemic, our costs of doing business have increased, including for the purchase of additional safety equipment and hygiene products, increased facility and equipment cleaning, and meals for our frontline employees. Additionally, if the pandemic continues and conditions worsen, we expect to experience additional adverse impacts on our operational and commercial activities and our collections of accounts receivable, which adverse impacts may be material. The degree to which COVID-19 impacts our results going forward will depend on future developments, which are uncertain and cannot be predicted, including, but not limited to, the duration and spread of COVID-19, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our business and damage our results of operations and our liquidity position, possibly to a significant degree.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Issuer Purchases of Equity Securities
The following table provides information relating to our purchases of shares of our common stock during the three months ended SeptemberJune 30, 2019:2020:
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| Total Number of
Shares
Purchased (a) | | Average Price Paid
per Share (a) | | Total Number of
Shares Purchased
as Part of Publicly
Announced Program (b) | | Dollar
Value of Shares that
May Yet Be Purchased
Under the Program (c) |
| July 1 - 31 | 77,596 | | | $ | 86.65 | | | 77,596 | | | $ | 894,870,236 | |
| August 1 - 31 | 838,889 | | | $ | 87.75 | | | 838,889 | | | $ | 821,258,964 | |
| September 1 - 30 | 824,999 | | | $ | 86.01 | | | 824,999 | | | $ | 750,303,067 | |
| 1,741,484 | | | | | 1,741,484 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Total Number of
Shares
Purchased (a) | | Average Price Paid
per Share (a) | | Total Number of
Shares Purchased
as Part of Publicly
Announced Program (b) | | Dollar
Value of Shares that
May Yet Be Purchased
Under the Program (c) |
| April 1 - 30 | — | | | $ | — | | | — | | | $ | 605,818,899 | |
| May 1 - 31 | — | | | $ | — | | | — | | | $ | 605,818,899 | |
| June 1 - 30 | — | | | $ | — | | | — | | | $ | 605,818,899 | |
| — | | | | | — | | | |
a.In October 2017, our Board of Directors added $2.0 billion to the existing share repurchase authorization that now extends through December 31, 2020. Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws. While the Board of Directors has approved the program, the timing of any purchases, the prices and the number of shares of common stock to be purchased will be determined by our management, at its discretion, and will depend upon market conditions and other factors. The share repurchase program may be extended, suspended or discontinued at any time. As of SeptemberJune 30, 2019, there were less than 0.1 million2020, no repurchased shares were pending settlement, resulting in an associated $0.1 million of share repurchases unpaid and included within other accrued liabilities.settlement.
a.b.The total number of shares purchased as part of the publicly announced program were all purchased pursuant to the October 2017 authorization.
b.c.Shares that may be purchased under the program exclude shares of common stock that may be surrendered to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock units and performance stock units issued to employees.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
None.
On March 3, 2020, we announced that Jeffrey A. Hughes submitted his intent to retire from his position as Executive Vice President and Chief Administrative Officer effective March 1, 2021. At the request of our Board of Directors, on August 4, 2020, Mr. Hughes agreed to continue in his current position and postpone his retirement until April 1, 2022.
ITEM 6. EXHIBITS.
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| Exhibit Number | | Description of Exhibit |
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| | Limited consent (2018 Credit Agreement),Amendment No.1, dated as of August 21, 2019,May 18, 2020, to Credit Agreement, dated as of June 8, 2018, by and among Republic Services, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto.thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated May 21, 2020). |
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| | Amendment No. 2, dated as of July 14, 2020, to Credit Agreement, dated as of June 8, 2018, as amended, by and among Republic Services, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated July 17, 2020). |
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| | Offer letter, dated May 29, 2020, by and between Brian DelGhiaccio and Republic Services, Inc. |
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| | Non-Competition, Non-Solicitation, and Confidentiality Agreement, effective June 1, 2020, by and between Brian DelGhiaccio and Republic Services, Inc. |
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| | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |
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| | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
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| | Section 1350 Certification of Chief Executive Officer. |
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| | Section 1350 Certification of Chief Financial Officer. |
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| 101.INS* | | XBRL Instance Document. - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH* | | XBRL Taxonomy Extension Schema Document. |
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| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document. |
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| 101.LAB* | | XBRL Taxonomy Extension Labels Linkbase Document. |
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| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document. |
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| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document. |
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| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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| * | Filed herewith. |
| ** | This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
| + | Indicates a management or compensatory plan or arrangement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, Republic Services, Inc., has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | REPUBLIC SERVICES, INC. | |
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| Date: | October 30, 2019August 6, 2020 | By: | /S/ CHARLES F. SERIANNIBRIAN DELGHIACCIO |
| | | Charles F. SerianniBrian DelGhiaccio |
| | | Executive Vice President,
Chief Financial Officer
(Principal Financial Officer) |
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| Date: | October 30, 2019August 6, 2020 | By: | /S/ BRIAN A. GOEBEL |
| | | Brian A. Goebel |
| | | Vice President and
Chief Accounting Officer
(Principal Accounting Officer) |