Waste Connections Inc.

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Waste Connections Reports Third Quarter 2013 Results

THE WOODLANDS, TX -- (Marketwired) -- 10/22/13 --


  • Revenue of $503.6 million, up 18.3%
  • Double digit increase in landfill volumes drives 2.2% organic solid waste volume growth
  • Adjusted EBITDA* of $177.1 million, or 35.2% of revenue, up 28.0%
  • GAAP EPS of $0.49 and adjusted EPS* of $0.51, up 18.6%
  • YTD net cash provided by operating activities of $385.4 million
  • YTD adjusted free cash flow* increases 17.6% to $263.4 million, or 18.3% of revenue
  • Announces $25 million revenue follow-on acquisition in Minnesota

Waste Connections, Inc. (NYSE: WCN) today announced its results for the third quarter of 2013. Revenue totaled $503.6 million, an 18.3% increase over revenue of $425.7 million in the year ago period. Operating income was $115.6 million compared to $89.1 million in the third quarter of 2012. Operating income in the current year period included approximately $1.7 million ($1.1 million net of taxes) associated with gains on the disposal of assets and on the Company's prior office leases resulting primarily from the relocation of our corporate headquarters from California to Texas. Adjusted EBITDA* in the third quarter of 2013 was $177.1 million, up 28.0% over adjusted EBITDA* of $138.3 million in the prior year period. Adjusted EBITDA, a non-GAAP measure, excludes the impact of items such as gains on both the disposal of assets and from litigation settlements, acquisition-related costs and expenses incurred in connection with the relocation of our corporate headquarters from California to Texas, as shown in the detailed reconciliation in the attached table.

Net income attributable to Waste Connections in the quarter was $60.7 million, or $0.49 per share on a diluted basis of 124.3 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $49.4 million, or $0.40 per share on a diluted basis of 123.7 million shares.

Adjusted net income attributable to Waste Connections* in the quarter was $63.7 million or $0.51 per share versus $53.2 million, or $0.43 per share, in the prior year period. Adjusted net income and adjusted net income per diluted share, both non-GAAP measures, primarily exclude the impact of acquisition-related items such as amortization of intangibles and acquisition-related expenses, as well as gains on both the disposal of assets and from litigation settlements, and expenses incurred in connection with the relocation of our corporate headquarters from California to Texas, all net of tax, as shown in the detailed reconciliation in the attached table.

"Double digit increases in municipal solid waste disposal volumes and continuing improvement in roll off activity enabled us once again to meet or exceed the upper end of our expectations for the quarter. Strong solid waste organic growth and roll over contribution from the R360 acquisition drove 18% and 28% year-over-year increases in the third quarter for revenue and adjusted EBITDA. Our strong operating performance and free cash flow generation positioned us to increase our dividend 15% and pull forward almost $10 million of next year's landfill equipment purchases into the fourth quarter of this year to take advantage of bonus depreciation tax benefits, in addition to the previously discussed accelerated CNG fleet purchases," said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer. "As anticipated, acquisition activity has increased as we approach year-end. In October, we signed an agreement to acquire an approximate $25 million annual revenue collection operation in Minnesota's Twin Cities region, expanding our footprint in that market following the SKB transfer and landfill acquisition completed last year."

* A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule.

Mr. Mittelstaedt added, "While it's early to discuss our formal outlook for 2014, we believe the upcoming year is already setting up nicely. Continued pricing strength and positive volumes within solid waste and an expected double digit growth in E&P waste from both new development projects and increased activity from customer conversions to offsite facilities, should result in an approximate 50 basis points year-over-year expansion in adjusted EBITDA margins, excluding the impact of acquisitions. The newly announced Minnesota transaction, combined with other municipal solid waste and E&P waste acquisitions we expect to complete later this year and next, provide incremental growth for 2014."

For the nine months ended September 30, 2013, revenue was $1.44 billion, a 19.0% increase over revenue of $1.21 billion in the year ago period. Operating income was $295.6 million compared to $235.9 million for the same period in 2012. Adjusted EBITDA* for the nine months ended September 30, 2013, was $492.5 million, up 27.5% over adjusted EBITDA* of $386.1 million in the prior year period. Net income attributable to Waste Connections for the nine months ended September 30, 2013, was $146.2 million, or $1.18 per share on a diluted basis of 124.1 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $123.1 million, or $1.02 per share on a diluted basis of 121.2 million shares. Adjusted net income attributable to Waste Connections* for the nine months ended September 30, 2013, was $167.3 million, or $1.35 per share, compared to $142.2 million, or $1.17 per share, in the year ago period.

Waste Connections, Inc. is an integrated solid waste services company that provides waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets. Through its R360 Environmental Solutions subsidiary, the Company also is a leading provider of non-hazardous oilfield waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the United States, including the Permian, Bakken and Eagle Ford Basins. Waste Connections serves more than two million residential, commercial, industrial, and exploration and production customers from a network of operations in 31 states. The Company also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections, Inc. was founded in September 1997 and is headquartered in The Woodlands, Texas.

Waste Connections will be hosting a conference call related to third quarter earnings and fourth quarter outlook on October 23rd at 8:30 A.M. Eastern Time. The call will be broadcast live over the Internet at www.streetevents.com or through a link on our website at www.wasteconnections.com. A playback of the call will be available at both of these websites.

For more information, visit the Waste Connections web site at www.wasteconnections.com. Copies of financial literature, including this release, are available on the Waste Connections website or through contacting us directly at (832) 442-2200.

* A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule

Information Regarding Forward-Looking Statements

Certain statements contained in this release are forward-looking in nature, including statements related to: economic trends and the impact of such trends on our business, expectations with respect to pricing strength and waste volume growth, expectations with respect to E&P waste and customer activity, the timing, cost and tax impacts of landfill equipment and CNG fleet purchases, and expectations regarding incremental growth. These statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates," or the negative thereof or comparable terminology, or by discussions of strategy. Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) our acquisitions may not be successful, which may reduce the anticipated benefit from acquired businesses; (2) a portion of our growth and future financial performance depends on our ability to integrate acquired businesses into our organization and operations; (3) our indebtedness could adversely affect our financial condition and limit our financial flexibility; (4) competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (5) our industry is highly competitive and includes larger and better capitalized companies, companies with lower prices, return expectations or other advantages, and governmental service providers, which could adversely affect our ability to compete and our operating results; (6) we may lose contracts through competitive bidding, early termination or governmental action; (7) price increases may not be adequate to offset the impact of increased costs or may cause us to lose volume; (8) economic downturns adversely affect operating results; (9) our results are vulnerable to economic conditions and seasonal factors affecting the regions in which we operate; (10) the E&P waste disposal business depends on oil and gas prices and the level of drilling and production activity in the basins in which we operate;(11) we have limited experience in running an E&P waste treatment, recovery and disposal business; (12) our E&P waste business is dependent upon the willingness of our customers to outsource their waste management activities; (13) changes in laws or government regulations regarding hydraulic fracturing could increase our customers' costs of doing business and reduce oil and gas production by our customers, which could adversely impact our business; (14) our E&P waste business could be adversely affected by changes in laws regulating E&P waste; (15) we may be subject in the normal course of business to judicial, administrative or other third party proceedings that could interrupt or limit our operations, require expensive remediation, result in adverse judgments, settlements or fines and create negative publicity; (16) increases in the price of diesel fuel may adversely affect our collection business and reduce our operating margins; (17) increases in labor and disposal and related transportation costs could impact our financial results; (18) efforts by labor unions could divert management attention and adversely affect operating results; (19) we could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate and the accrued pension benefits are not fully funded; (20) increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (21) each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, including environmental liabilities; (22) liabilities for environmental damage may adversely affect our financial condition, business and earnings; (23) our accruals for our landfill site closure and post-closure costs may be inadequate; (24) the financial soundness of our customers could affect our business and operating results; (25) we depend significantly on the services of the members of our senior, regional and district management team, and the departure of any of those persons could cause our operating results to suffer; (26) our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (27) we may incur charges related to capitalized expenditures of landfill development projects, which would decrease our earnings; (28) because we depend on railroads for our intermodal operations, our operating results and financial condition are likely to be adversely affected by any reduction or deterioration in rail service; (29) our financial results could be adversely affected by impairments of goodwill or indefinite-lived intangibles; (30) our financial results are based upon estimates and assumptions that may differ from actual results; (31) the adoption of new accounting standards or interpretations could adversely affect our financial results; (32) pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements; and (33) if we are not able to develop and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer. These risks and uncertainties, as well as others, are discussed in greater detail in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change.

- financial tables attached -


                          WASTE CONNECTIONS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
          THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2013
                                (Unaudited)
             (in thousands, except share and per share amounts)

                         Three months ended           Nine months ended
                            September 30,               September 30,
                     --------------------------  --------------------------
                         2012          2013          2012          2013
                     ------------  ------------  ------------  ------------
Revenues             $    425,654  $    503,646  $  1,212,815  $  1,442,918
Operating expenses:
  Cost of operations      243,243       274,141       698,351       794,588
  Selling, general
   and
   administrative          47,977        53,536       143,899       159,690
  Depreciation             42,313        55,863       119,331       162,277
  Amortization of
   intangibles              6,267         6,211        18,115        18,861
  Loss (gain) on
   disposal of
   assets                     244        (1,129)          715         1,993
  Gain from
   litigation
   settlement              (3,537)            -        (3,537)            -
  Loss (gain) on
   prior office
   leases                       -          (596)            -         9,902
                     ------------  ------------  ------------  ------------
Operating income           89,147       115,620       235,941       295,607

Interest expense          (11,949)      (17,911)      (36,063)      (55,851)
Other income
 (expense), net               825           845         1,663          (119)
                     ------------  ------------  ------------  ------------
Income before income
 tax provision             78,023        98,554       201,541       239,637

Income tax provision      (28,403)      (37,641)      (77,967)      (93,049)
                     ------------  ------------  ------------  ------------
Net income                 49,620        60,913       123,574       146,588
  Less: Net income
   attributable to
   noncontrolling
   interests                 (235)         (207)         (470)         (359)
                     ------------  ------------  ------------  ------------
Net income
 attributable to
 Waste Connections   $     49,385  $     60,706  $    123,104  $    146,229
                     ============  ============  ============  ============

Earnings per common
 share attributable
 to Waste
 Connections' common
 stockholders:
  Basic              $       0.40  $       0.49  $       1.02  $       1.18
                     ============  ============  ============  ============

  Diluted            $       0.40  $       0.49  $       1.02  $       1.18
                     ============  ============  ============  ============

Shares used in the
 per share
 calculations:
  Basic               123,031,259   123,676,936   120,571,106   123,557,317
                     ============  ============  ============  ============
  Diluted             123,665,589   124,279,666   121,198,901   124,089,422
                     ============  ============  ============  ============

Cash dividends per
 common share        $       0.09  $       0.10  $       0.27  $       0.30
                     ============  ============  ============  ============


                          WASTE CONNECTIONS, INC.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                (Unaudited)
             (in thousands, except share and per share amounts)

                                               December 31,   September 30,
                                                    2012           2013
                                               -------------  -------------
ASSETS
Current assets:
  Cash and equivalents                         $      23,212  $      19,281
  Accounts receivable, net of allowance for
   doubtful accounts of $6,548 and $6,458 at
   December 31, 2012 and September 30, 2013,
   respectively                                      235,762        238,842
  Deferred income taxes                               45,798         37,952
  Prepaid expenses and other current assets           57,714         33,405
                                               -------------  -------------
    Total current assets                             362,486        329,480

Property and equipment, net                        2,457,606      2,424,716
Goodwill                                           1,636,557      1,637,541
Intangible assets, net                               541,908        521,204
Restricted assets                                     34,889         35,265
Other assets, net                                     42,580         46,441
                                               -------------  -------------
                                               $   5,076,026  $   4,994,647
                                               =============  =============
LIABILITIES AND EQUITY
Current liabilities:
  Accounts payable                             $     130,260  $     115,404
  Book overdraft                                      12,567         12,192
  Accrued liabilities                                121,829        134,951
  Deferred revenue                                    69,930         68,644
  Current portion of contingent consideration         49,018         30,722
  Current portion of long-term debt and notes
   payable                                            33,968          7,456
                                               -------------  -------------
    Total current liabilities                        417,572        369,369

Long-term debt and notes payable                   2,204,967      2,025,664
Long-term portion of contingent consideration         30,346         25,044
Other long-term liabilities                           75,129         83,784
Deferred income taxes                                464,882        483,433
                                               -------------  -------------
    Total liabilities                              3,192,896      2,987,294

Commitments and contingencies

Equity:
Preferred stock: $0.01 par value; 7,500,000
 shares authorized; none issued and
 outstanding                                               -              -
Common stock: $0.01 par value; 250,000,000
 shares authorized; 123,019,494 and
 123,546,188 shares issued and outstanding at
 December 31, 2012 and September 30, 2013,
 respectively                                          1,230          1,235
Additional paid-in capital                           779,904        791,519
Accumulated other comprehensive loss                  (6,165)        (2,947)
Retained earnings                                  1,103,188      1,212,412
                                               -------------  -------------
    Total Waste Connections' equity                1,878,157      2,002,219
Noncontrolling interest in subsidiaries                4,973          5,134
                                               -------------  -------------
    Total equity                                   1,883,130      2,007,353
                                               -------------  -------------
                                               $   5,076,026  $   4,994,647
                                               =============  =============


                          WASTE CONNECTIONS, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2013
                                (Unaudited)
                           (Dollars in thousands)

                                                         Nine months ended
                                                           September 30,
                                                       --------------------
                                                          2012       2013
                                                       ---------  ---------
Cash flows from operating activities:
Net income                                             $ 123,574  $ 146,588
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Loss on disposal of assets                                 715      1,993
  Depreciation                                           119,331    162,277
  Amortization of intangibles                             18,115     18,861
  Deferred income taxes, net of acquisitions              18,451     24,411
  Amortization of debt issuance costs                      1,247      2,836
  Equity-based compensation                               14,036     11,268
  Interest income on restricted assets                      (491)      (295)
  Interest accretion                                       2,798      3,677
  Excess tax benefit associated with equity-based
   compensation                                           (3,415)    (3,539)
  Loss on prior office leases                                  -      9,902
  Payment of contingent consideration recorded in
   earnings                                                    -     (5,059)
  Net change in operating assets and liabilities, net
   of acquisitions                                        32,378     12,484
                                                       ---------  ---------
Net cash provided by operating activities                326,739    385,404
                                                       ---------  ---------

Cash flows from investing activities:
  Payments for acquisitions, net of cash acquired       (223,256)    (2,031)
  Proceeds from adjustment to acquisition
   consideration                                               -     18,000
  Capital expenditures for property and equipment       (110,995)  (140,872)
  Proceeds from disposal of assets                         2,107      9,075
  Increase in restricted assets, net of interest
   income                                                  4,779        (81)
  Other                                                   (6,287)    (4,868)
                                                       ---------  ---------
Net cash used in investing activities                   (333,652)  (120,777)
                                                       ---------  ---------

Cash flows from financing activities:
  Proceeds from long-term debt                           334,000    212,500
  Principal payments on notes payable and long-term
   debt                                                 (545,069)  (418,316)
  Payment of contingent consideration recorded at
   acquisition date                                       (4,099)   (23,530)
  Change in book overdraft                                (3,383)      (374)
  Proceeds from option and warrant exercises               1,042      2,234
  Excess tax benefit associated with equity-based
   compensation                                            3,415      3,539
  Payments for repurchase of common stock                (18,597)         -
  Payments for cash dividends                            (32,182)   (37,005)
  Tax withholdings related to net share settlements of
   restricted stock units                                 (6,039)    (5,421)
  Distributions to noncontrolling interests                  (94)      (198)
  Debt issuance costs                                       (776)    (1,987)
  Proceeds from common stock offering, net               369,584          -
                                                       ---------  ---------
Net cash provided by (used in) financing activities       97,802   (268,558)
                                                       ---------  ---------

Net increase (decrease) in cash and equivalents           90,889     (3,931)
Cash and equivalents at beginning of period               12,643     23,212
                                                       ---------  ---------
Cash and equivalents at end of period                  $ 103,532  $  19,281
                                                       =========  =========


                            ADDITIONAL STATISTICS
               THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013
                           (Dollars in thousands)

Revenue Growth: The following table reflects changes in our revenue for the three months ended September 30, 2013:


                                                        Three months ended
                                                        September 30, 2013
                                                        ------------------
Solid Waste Internal Growth:
  Core Price                                                           2.4%
  Surcharges                                                           0.3%
  Volume                                                               2.2%
  Recycling                                                           (0.0%)
                                                        ------------------
Total Solid Waste Internal Growth                                      4.9%
Intermodal and Other                                                  (0.5%)
Acquisitions, net                                                     13.9%
                                                        ------------------
  Total                                                               18.3%
                                                        ==================

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three and nine month periods ending September 30, 2013:


                                  Three months ended     Nine months ended
                                  September 30, 2013    September 30, 2013
                                 --------------------  --------------------
Solid Waste Collection           $   312,872     55.0% $   912,488     55.9%
Solid Waste Disposal and
 Transfer                            158,142     27.8      434,513     26.6
E&P Waste Treatment, Disposal
 and Recovery                         68,605     12.0      194,720     12.0
Solid Waste Recycling                 18,402      3.2       55,806      3.4
Intermodal and Other                  11,329      2.0       34,702      2.1
                                 -----------  -------  -----------  -------
                                     569,350    100.0%   1,632,229    100.0%
Inter-company elimination            (65,704)             (189,311)
                                 -----------           -----------
Reported Revenue                 $   503,646           $ 1,442,918
                                 ===========           ===========

Days Sales Outstanding for the three months ended September 30, 2013: 44 (31 net of deferred revenue)

Internalization for the three months ended September 30, 2013: 54%

Other Cash Flow Items:


                                       Three months ended  Nine months ended
                                       September 30, 2013 September 30, 2013
                                       ------------------ ------------------
Cash Interest Paid                     $            9,129 $           43,030
Cash Taxes Paid                        $           32,670 $           51,010

Debt to Book Capitalization as of September 30, 2013: 50%

Share Information for the three months ended September 30, 2013:


Basic shares outstanding                                         123,676,936
Dilutive effect of options and warrants                              182,175
Dilutive effect of restricted stock units                            420,555
                                                                ------------
Diluted shares outstanding                                       124,279,666
                                                                ============


                      NON-GAAP RECONCILIATION SCHEDULE
                               (in thousands)

Reconciliation of Adjusted EBITDA:

Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations. Waste Connections defines adjusted EBITDA as income before income tax provision, plus interest expense, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on disposal of assets, plus other expense, less other income. The Company further adjusts this calculation to exclude the effects of items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently.


                                     Three months ended   Nine months ended
                                        September 30,       September 30,
                                     ------------------  ------------------
                                       2012      2013      2012      2013
                                     --------  --------  --------  --------
Income before income tax provision   $ 78,023  $ 98,554  $201,541  $239,637
Plus: Interest expense                 11,949    17,911    36,063    55,851
Plus: Depreciation and amortization    48,580    62,074   137,446   181,138
Plus: Closure and post-closure
 accretion                                645       727     1,870     2,241
Plus/Less: Loss (gain) on disposal
 of assets                                244    (1,129)      715     1,993
Plus/less: Other expense (income),
 net                                     (825)     (845)   (1,663)      119
Adjustments:
  Plus/Less: Loss (gain) on prior
   office leases (a)                        -      (596)        -     9,902
  Plus: Acquisition-related costs
   (b)                                  1,451       167     3,610       974
  Plus: Corporate relocation
   expenses (c)                         1,774       215     6,491       636
  Plus: NEO one-time equity grants
   (d)                                      -         -     3,585         -
  Less: Gain from litigation
   settlement (e)                      (3,537)        -    (3,537)        -
                                     --------  --------  --------  --------
Adjusted EBITDA                      $138,304  $177,078  $386,121  $492,491
                                     ========  ========  ========  ========

As % of revenues                         32.5%     35.2%     31.8%     34.1%


(a)  Reflects the addback of the loss (gain) on prior office leases
     resulting primarily from the relocation of the Company's corporate
     headquarters from California to Texas.
(b)  Reflects the addback of acquisition-related transaction costs.
(c)  Reflects the addback of costs associated with the relocation of the
     Company's corporate headquarters from California to Texas.
(d)  Reflects the addback of one-time equity compensation expense incurred
     at the time the Company's NEOs' employment contracts were modified.
(e)  Reflects the elimination of a non-recurring gain from an arbitration
     award.


                NON-GAAP RECONCILIATION SCHEDULE (continued)
                               (in thousands)

Reconciliation of Adjusted Free Cash Flow:

Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a valuation and liquidity measure in the solid waste industry. Management uses adjusted free cash flow as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations. Waste Connections defines adjusted free cash flow as net cash provided by operating activities, plus proceeds from disposal of assets, plus or minus change in book overdraft, plus excess tax benefit associated with equity-based compensation, less capital expenditures for property and equipment and distributions to noncontrolling interests. The Company further adjusts this calculation to exclude the effects of items management believes impact the ability to assess the operating performance of its business. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Other companies may calculate adjusted free cash flow differently.


                                     Three months ended   Nine months ended
                                        September 30,       September 30,
                                     ------------------  ------------------
                                       2012      2013      2012      2013
                                     --------  --------  --------  --------
Net cash provided by operating
 activities                          $121,799  $129,881  $326,739  $385,404
Less: Change in book overdraft         (3,519)     (284)   (3,383)     (374)
Plus: Proceeds from disposal of
 assets                                   610     5,453     2,107     9,075
Plus: Excess tax benefit associated
 with equity-based compensation           132       872     3,415     3,539
Less: Capital expenditures for                            (110,99   (140,87
 property and equipment               (43,550)  (53,331)        5)        2)
Less: Distributions to
 noncontrolling interests                   -         -       (94)     (198)
Adjustments:
  Payment of contingent
   consideration recorded in
   earnings (a)                             -     5,059         -     5,059
  Corporate office relocation (b)         599       215     8,616     2,047
  Tax effect (c)                         (674)      (82)   (2,467)     (244)
                                     --------  --------  --------  --------
Adjusted free cash flow              $ 75,397  $ 87,783  $223,938  $263,436
                                     ========  ========  ========  ========

As % of revenues                         17.7%     17.4%     18.5%     18.3%


(a)  Reflects the addback of acquisition-related payments for contingent
     consideration that were recorded as expenses in earnings and a
     component of cash flow from operating activities as the amounts paid
     exceeded the fair value of the contingent consideration recorded at the
     acquisition date.
(b)  Reflects the addback of third party expenses and reimbursable advances
     to employees associated with the relocation of our corporate
     headquarters from California to Texas.
(c)  The tax effect of the corporate office relocation is calculated based
     on the applied tax rates for the respective periods.


                NON-GAAP RECONCILIATION SCHEDULE (continued)
                   (in thousands, except per share amounts)

Reconciliation of Net Income to Adjusted Net Income and Adjusted Net Income per Diluted Share:

Adjusted net income and adjusted net income per diluted share, both non-GAAP financial measures, are provided supplementally because they are widely used by investors as a valuation measure in the solid waste industry. Management uses adjusted net income and adjusted net income per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations. Waste Connections provides adjusted net income to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income has limitations due to the fact that it excludes items that have an impact on the Company's financial condition and results of operations. Adjusted net income and adjusted net income per diluted share are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted net income and adjusted net income per diluted share differently.


                                  Three months ended     Nine months ended
                                     September 30,         September 30,
                                 --------------------  --------------------
                                    2012       2013       2012       2013
                                 ---------  ---------  ---------  ---------
Reported net income attributable
 to Waste Connections            $  49,385  $  60,706  $ 123,104  $ 146,229
Adjustments:
  Amortization of intangibles
   (a)                               6,267      6,211     18,115     18,861
  Acquisition-related expenses
   (b)                               1,451        167      3,610      2,661
  Loss (gain) on disposal of
   assets (c)                          244     (1,129)       715      1,993
  Corporate relocation expenses
   (d)                               1,774        215      6,491        636
  Loss (gain) on prior office
   leases (e)                            -       (596)         -      9,902
  NEO one-time equity grants (f)         -          -      3,585          -
  Gain from litigation
   settlement (g)                   (3,537)         -     (3,537)         -
  Tax effect (h)                    (2,356)    (1,862)    (9,920)   (13,025)
                                 ---------  ---------  ---------  ---------
Adjusted net income attributable
 to Waste Connections            $  53,228  $  63,712  $ 142,163  $ 167,257
                                 =========  =========  =========  =========

Diluted earnings per common
 share attributable to Waste
 Connections common
 stockholders:
  Reported net income            $    0.40  $    0.49  $    1.02  $    1.18
                                 =========  =========  =========  =========
  Adjusted net income            $    0.43  $    0.51  $    1.17  $    1.35
                                 =========  =========  =========  =========


(a)  Reflects the elimination of the non-cash amortization of acquisition-
     related intangible assets.
(b)  Reflects the elimination of acquisition-related expenses, including
     transaction costs and adjustments to the fair value of contingent
     consideration.
(c)  Reflects the elimination of a loss (gain) on disposal of assets.
(d)  Reflects the addback of costs associated with the relocation of the
     Company's corporate headquarters from California to Texas.
(e)  Reflects the addback of the loss (gain) on prior office leases
     resulting primarily from the relocation of the Company's corporate
     headquarters from California to Texas.
(f)  Reflects the addback of one-time equity compensation expense incurred
     at the time our NEOs' employment contracts were modified.
(g)  Reflects the elimination of a non-recurring gain from an arbitration
     award.
(h)  The aggregate tax effect of the adjustments in footnotes (a) through
     (g) is calculated based on the applied tax rates for the respective
     periods.

CONTACT:

Worthing Jackman
(832) 442-2266
Email Contact

Mary Anne Whitney
(832) 442-2253
Email Contact

Source: Waste Connections, Inc.

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