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0001318220false00013182202022-08-022022-08-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2022

Waste Connections, Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada

    

1-34370

    

98-1202763

(State or other jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

6220 Hwy 7, Suite 600

Woodbridge

Ontario L4H 4G3

Canada

(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 532-7510

Not Applicable

(Former name or address, if changed since last report.)

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 Shares, no par value

WCN

New York Stock Exchange (“NYSE”)
Toronto Stock Exchange (“TSX”)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02  Results of Operations and Financial Condition.

See Item 7.01 below.

Item 7.01 Regulation FD Disclosure.

On August 2, 2022, Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (“Waste Connections” or the “Company”), issued a press release announcing its second quarter 2022 results and updated outlook for 2022.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in Items 2.02 and 7.01 is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Safe Harbor and Forward-Looking Information

This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this document are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this document include, but are not limited to, statements about expected 2022 and 2023 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.  Waste Connections undertakes no obligation to update the forward-looking statements set forth in this document, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

99.1

Press Release, dated August 2, 2022, issued by Waste Connections, Inc.

104

The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WASTE CONNECTIONS, INC.

Date: August 2, 2022

BY:

/s/ Mary Anne Whitney

Mary Anne Whitney

Executive Vice President and Chief Financial Officer

EX-99.1 2 wcn-20220802xex99d1.htm EX-99.1 _

Graphic

WASTE CONNECTIONS REPORTS SECOND QUARTER 2022 RESULTS AND RAISES FULL YEAR OUTLOOK

- Accelerating solid waste pricing growth and E&P waste activity drive better than expected Q2 results
- Revenue of $1.816 billion, up 18.4%
- Net income(a) of $224.1 million, and adjusted EBITDA(b) of $566.8 million, up 16.9%
- Adjusted EBITDA(b) margin of 31.2% of revenue, in line with outlook and flat year over year, excluding acquisitions
- Net income of $0.87 per share, and adjusted net income(b) of $1.00 per share, up 23.5%
- Year to date net cash provided by operating activities of $973.7 million and adjusted free cash flow(b) of $638.4 million, or 18.4% of revenue
- Year to date signed or closed acquisitions with approximately $470 million of total annualized revenue
- Increases full year 2022 outlook to revenue of approximately $7.125 billion, net income of approximately $837.5 million, adjusted EBITDA(b) of approximately $2.190 billion, net cash provided by operating activities of approximately $1.974 billion and adjusted free cash flow(b) of approximately $1.160 billion

TORONTO, ONTARIO, August 2, 2022 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced its results for the second quarter of 2022 and updated its outlook for 2022. 

“Accelerating solid waste pricing and E&P waste activity drove a top-to-bottom beat in the period.  Solid waste pricing growth of 8.8% enabled us to overcome increased inflationary pressures during the period and deliver adjusted EBITDA(b) margin in line with our outlook for Q2 and flat on a year over year basis excluding the margin dilutive impact from acquisitions completed since the year ago period,” said Worthing F. Jackman, President and Chief Executive Officer. 

“Our outperformance in the first half of 2022, expected further sequential increases in solid waste pricing growth, continuing strength in E&P waste activity, and acquisitions closed year to date, position us to update our outlook for the full year to revenue of approximately $7.125 billion, adjusted EBITDA(b) of approximately $2.190 billion and adjusted free cash flow(b) of approximately $1.160 billion, exceeding our initial outlook as provided in February and another reflection of our culture of accountability in a challenging operating environment.”

Mr. Jackman added, “As anticipated, acquisition activity is pacing well above average.  We have closed approximately $245 million in annualized revenues, with another approximately $225 million in total annualized revenue under definitive agreements expected to close during the third quarter, subject to customary closing conditions, and our pipeline remains quite robust.  As such, we believe we are well-positioned for double digit revenue growth in 2023 along with margin expansion from continuing solid waste pricing strength and rollover contribution from acquisitions already signed or closed year to date; additional acquisitions expected to close later this year and early next year would provide further growth.” 

 ​

Q2 2022 Results

Revenue in the second quarter totaled $1.816 billion, up from $1.534 billion in the year ago period.  Operating income was $329.6 million, which included $6.8 million primarily in impairments and other operating items.  This compares to operating income of $266.8 million in the second quarter of 2021, which included $12.5 million primarily related to fair value accounting changes to equity awards.  Net income in the second quarter was $224.1 million, or $0.87 per share on a diluted basis of 257.7 million shares.  In the year ago period, the Company reported net income of $177.0 million, or $0.68 per share on a diluted basis of 261.4 million shares.  

1


Adjusted net income(b) in the second quarter was $257.1 million, or $1.00 per diluted share, versus $210.9 million, or $0.81 per diluted share, in the prior year period.  Adjusted EBITDA(b) in the second quarter was $566.8 million, as compared to $484.9 million in the prior year period.  Adjusted net income, adjusted net income per diluted share and adjusted EBITDA, all non-GAAP measures, primarily exclude impairments and acquisition-related items, as reflected in the detailed reconciliations in the attached tables.

Six Months Year to Date Results

For the six months ended June 30, 2022, revenue was $3.463 billion, up from $2.930 billion in the year ago period.  Operating income, which included $13.4 million primarily attributable to transaction-related expenses, was $603.4 million, as compared to operating income of $505.2 million in 2021, which included $14.0 million primarily related to fair value changes in equity awards.  

Net income for the six months ended June 30, 2022 was $404.4 million, or $1.57 per share on a diluted basis of 258.1 million shares.  In the year ago period, the Company reported net income of $337.4 million, or $1.29 per share on a diluted basis of 262.3 million shares.  

Adjusted net income(b) for the six months ended June 30, 2022 was $470.6 million, or $1.82 per diluted share, compared to $396.3 million, or $1.51 per diluted share, in the year ago period. Adjusted EBITDA(b) for the six months ended June 30, 2022 was $1.069  billion, as compared to $918.1 million in the prior year period.  

Updated 2022 Outlook

Waste Connections also updated its outlook for 2022, which assumes no change in the current economic environment or underlying economic trends.  The Company’s outlook excludes any impact from additional acquisitions that may close during the year, and expensing of transaction-related items.  The outlook provided below is forward looking, and actual results may differ materially depending on risks and uncertainties detailed at the end of this release and in our periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Certain components of the outlook for 2022 are subject to quarterly fluctuations.  See reconciliations in the attached tables.

- Revenue is estimated to be approximately $7.125 billion, as compared to our original revenue outlook of approximately $6.875 billion.  
- Net income is estimated to be approximately $837.5 million, and adjusted EBITDA(b) is estimated to be approximately $2.190 billion, or about 30.7% of revenue, as compared to our original adjusted EBITDA(b) outlook of $2.145 billion or 31.2% of revenue.
- Capital expenditures are estimated to be approximately $850 million, in line with our original outlook.
- Net cash provided by operating activities is estimated to be approximately $1.974 billion, and adjusted free cash flow(b) of approximately $1.160 billion, or about 16.3% of revenue, as compared to our original adjusted free cash flow(b) outlook of $1.150 billion or 16.7% of revenue.  

Environmental, Social and Governance

Waste Connections views its Environmental, Social and Governance (“ESG”) efforts as integral to its business, with initiatives consistent with its objective of long-term value creation.  In 2020, the Company introduced long-term, aspirational ESG targets and committed over $500 million for investments to meet or exceed such sustainability targets. These investments primarily focus on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety through reduced incidents and enhancing employee engagement through improved voluntary turnover and Servant Leadership scores.  The Company’s 2021 Sustainability Report provides progress updates on its targets and investments towards their achievement.  For more information, visit the Waste Connections website at wasteconnections.com/sustainability.

----------------------------------------------------------------------------------------------------------------------------------------------------

(a) All references to "Net income" refer to the financial statement line item "Net income attributable to Waste Connections"

(b) A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule

2


Q2 2022 Earnings Conference Call

Waste Connections will be hosting a conference call related to second quarter earnings on August 3rd at 8:30 A.M. Eastern Time.  A live audio webcast of the conference call can be accessed by visiting investors.wasteconnections.com and selecting “News & Events” from the website menu. Alternatively, listeners may access the call by dialing 800-747-0365 (within North America) or 212-231-2939 (international) approximately 10 minutes prior to the scheduled start time; a passcode is not required.  A replay of the conference call will be available until August 10, 2022, by calling 800-633-8284 (within North America) or 402-977-9140 (international) and entering Passcode #22019767.

Waste Connections will be filing a Form 8-K on EDGAR and on SEDAR (as an "Other" document) prior to markets opening on August 3rd, providing the Company's third quarter 2022 outlook for revenue, price plus volume growth for solid waste, and adjusted EBITDA(b).

About Waste Connections

Waste Connections is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable fuels generation.  The Company serves more than eight million residential, commercial and industrial customers in mostly exclusive and secondary markets across 43 states in the U.S. and six provinces in Canada.  Waste Connections also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.  For more information, visit Waste Connections at wasteconnections.com.  

Safe Harbor and Forward-Looking Information

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this press release are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements about expected 2022 and 2023 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.  Waste Connections undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

– financial tables attached –

CONTACT:

Mary Anne Whitney / (832) 442-2253 Joe Box / (832) 442-2153

maryannew@wasteconnections.com joe.box@wasteconnections.com

3


WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2022

(Unaudited)

(in thousands of U.S. dollars, except share and per share amounts)

Three months ended
June 30,

Six months ended
June 30,

    

2021

    

2022

    

2021

    

2022

Revenues

$

1,533,931

$

1,816,435

$

2,929,874

$

3,462,690

 

Operating expenses:

Cost of operations

901,191

1,087,892

1,727,111

2,077,410

Selling, general and administrative

157,943

168,404

299,365

331,818

Depreciation

169,221

188,937

326,624

368,887

Amortization of intangibles

32,707

37,462

64,899

75,098

Impairments and other operating items

6,081

4,150

6,715

6,028

Operating income

266,788

329,590

505,160

603,449

Interest expense

(41,328)

(45,079)

(83,753)

(86,404)

Interest income

744

652

1,848

790

Other income (expense), net

(1,235)

(2,649)

2,312

(6,114)

Income before income tax provision

224,969

282,514

425,567

511,721

Income tax provision

(47,868)

(58,307)

(88,159)

(107,146)

Net income

177,101

224,207

337,408

404,575

Less: Net income attributable to noncontrolling interests

(54)

(133)

(52)

(177)

Net income attributable to Waste Connections

$

177,047

$

224,074

$

337,356

$

404,398

Earnings per common share attributable to Waste Connections’ common shareholders:

Basic

$

0.68

$

0.87

$

1.29

$

1.57

Diluted

$

0.68

$

0.87

$

1.29

$

1.57

Shares used in the per share calculations:

Basic

260,951,405

257,179,434

261,791,088

257,555,033

Diluted

261,418,573

257,736,745

262,269,600

258,140,714

Cash dividends per common share

$

0.205

$

0.23

$

0.41

$

0.46

4


WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands of U.S. dollars, except share and per share amounts)

    

December 31,
2021

    

June 30,
2022

 

ASSETS

Current assets:

Cash and equivalents

$

147,441

$

217,808

Accounts receivable, net of allowance for credit losses of $18,480 and $20,253 at December 31, 2021 and June 30, 2022, respectively

709,614

797,877

Prepaid expenses and other current assets

175,722

242,050

Total current assets

1,032,777

1,257,735

Restricted cash

72,174

106,736

Restricted investments

59,014

56,234

Property and equipment, net

5,721,949

5,858,175

Operating lease right-of-use assets

160,567

167,099

Goodwill

6,187,643

6,457,910

Intangible assets, net

1,350,597

1,400,249

Other assets, net

115,203

112,103

Total assets

$

14,699,924

$

15,416,241

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

392,868

$

496,622

Book overdraft

16,721

16,668

Deferred revenue

273,720

305,724

Accrued liabilities

442,596

417,725

Current portion of operating lease liabilities

38,017

35,101

Current portion of contingent consideration

62,804

59,371

Current portion of long-term debt and notes payable

6,020

6,342

Total current liabilities

1,232,746

1,337,553

Long-term portion of debt and notes payable

5,040,500

5,633,524

Long-term portion of operating lease liabilities

129,628

139,191

Long-term portion of contingent consideration

31,504

31,264

Deferred income taxes

850,921

994,766

Other long-term liabilities

421,080

410,281

Total liabilities

7,706,379

8,546,579

Commitments and contingencies

Equity:

Common shares: 260,283,158 shares issued and 260,212,496 shares outstanding at December 31, 2021; 257,166,050 shares issued and 257,100,591 shares outstanding at June 30, 2022

3,693,027

3,270,242

Additional paid-in capital

199,482

210,767

Accumulated other comprehensive income

39,584

41,438

Treasury shares: 70,662 and 65,459 shares at December 31, 2021 and June 30, 2022, respectively

-

-

Retained earnings

3,056,845

3,342,431

Total Waste Connections’ equity

6,988,938

6,864,878

Noncontrolling interest in subsidiaries

4,607

4,784

Total equity

6,993,545

6,869,662

$

14,699,924

$

15,416,241

5


WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2021 AND 2022

(Unaudited)

(in thousands of U.S. dollars)

Six months ended June 30,

    

2021

    

2022

 

Cash flows from operating activities:

Net income

$

337,408

$

404,575

Adjustments to reconcile net income to net cash provided by operating activities:

Loss on disposal of assets and impairments

6,229

6,048

Depreciation

326,624

368,887

Amortization of intangibles

64,899

75,098

Deferred income taxes, net of acquisitions

3,520

84,991

Current period provision for expected credit losses

4,903

6,907

Amortization of debt issuance costs

2,689

2,484

Share-based compensation

28,724

27,716

Interest accretion

8,199

8,798

Payment of contingent consideration recorded in earnings

(520)

-

Adjustments to contingent consideration

89

(1,030)

Other

(1,118)

(2,173)

Net change in operating assets and liabilities, net of acquisitions

66,832

(8,623)

Net cash provided by operating activities

848,478

973,678

Cash flows from investing activities:

Payments for acquisitions, net of cash acquired

(67,493)

(546,982)

Capital expenditures for property and equipment

(271,392)

(371,428)

Proceeds from disposal of assets

7,906

16,894

Other

(1,815)

9,566

Net cash used in investing activities

(332,794)

(891,950)

Cash flows from financing activities:

Proceeds from long-term debt

311,000

1,517,732

Principal payments on notes payable and long-term debt

(267,050)

(920,107)

Payment of contingent consideration recorded at acquisition date

(5,595)

(8,898)

Change in book overdraft

(190)

(54)

Payments for repurchase of common shares

(305,640)

(424,999)

Payments for cash dividends

(107,330)

(118,812)

Tax withholdings related to net share settlements of equity-based compensation

(18,510)

(17,266)

Debt issuance costs

-

(4,668)

Proceeds from issuance of shares under employee share purchase plan

-

1,554

Proceeds from sale of common shares held in trust

131

660

Net cash provided by (used in) financing activities

(393,184)

25,142

Effect of exchange rate changes on cash, cash equivalents and restricted cash

873

(1,941)

Net increase in cash, cash equivalents and restricted cash

123,373

104,929

Cash, cash equivalents and restricted cash at beginning of period

714,389

219,615

Cash, cash equivalents and restricted cash at end of period

$

837,762

$

324,544

6


ADDITIONAL STATISTICS

(in thousands of U.S. dollars, except where noted)

Solid Waste Internal Growth:  The following table reflects a breakdown of the components of our solid waste internal growth for the three and six month periods ended June 30, 2022:

    

Three months ended

June 30, 2022

    

Six months ended

June 30, 2022

Core Price

7.2%

6.8%

Surcharges

1.6%

1.2%

Volume

(0.7%)

(0.1%)

Recycling

0.4%

0.7%

Foreign Exchange Impact

(0.5%)

(0.3%)

Total

8.0%

8.3%

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ended June 30, 2021 and 2022:

Three months ended June 30, 2021

    

Revenue

    

Inter-company
Elimination

    

Reported
Revenue

    

%

Solid Waste Collection

$

1,098,319

$

(3,232)

$

1,095,087

71.4

%

Solid Waste Disposal and Transfer

544,257

(215,481)

328,776

21.4

%

Solid Waste Recycling

41,539

(1,113)

40,426

2.7

%

E&P Waste Treatment, Recovery and Disposal

34,607

(3,454)

31,153

2.0

%

Intermodal and Other

38,590

(101)

38,489

2.5

%

Total

$

1,757,312

$

(223,381)

$

1,533,931

100.0

%

Three months ended June 30, 2022

    

Revenue

    

Inter-company
Elimination

    

Reported
Revenue

    

%

Solid Waste Collection

$

1,297,402

$

(3,391)

$

1,294,011

71.2

%

Solid Waste Disposal and Transfer

601,194

(238,162)

363,032

20.0

%

Solid Waste Recycling

67,504

(2,823)

64,681

3.6

%

E&P Waste Treatment, Recovery and Disposal

54,155

(3,712)

50,443

2.8

%

Intermodal and Other

46,310

(2,042)

44,268

2.4

%

Total

$

2,066,565

$

(250,130)

$

1,816,435

100.0

%

Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, for the three and six month periods ended June 30, 2021 and 2022:

Three months ended
June 30,

Six months ended
June 30,

    

2021

    

2022

    

2021

    

2022

Acquisitions, net

$

44,125

$

141,356

$

84,666

$

251,363

7


ADDITIONAL STATISTICS (continued)

(in thousands of U.S. dollars, except where noted)

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three and six month periods ended June 30, 2021 and 2022:

Three months ended
June 30,

Six months ended
June 30,

    

2021

    

2022

    

2021

    

2022

Cash Interest Paid

$

56,516

$

43,853

$

81,962

$

76,013

Cash Taxes Paid

32,072

20,423

60,693

37,812

Debt to Book Capitalization as of June 30, 2022: 45%

Internalization for the three months ended June 30, 2022: 55%

Days Sales Outstanding for the three months ended June 30, 2022: 40 (25 net of deferred revenue)

Share Information for the three months ended June 30, 2022:

Basic shares outstanding

257,179,434

Dilutive effect of equity-based awards

557,311

Diluted shares outstanding

257,736,745

8


NON-GAAP RECONCILIATION SCHEDULE

(in thousands of U.S. dollars, except where noted)

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 Waste Connections’ operations.  Waste Connections defines adjusted EBITDA as net income attributable to Waste Connections, plus or minus net income (loss) attributable to noncontrolling interests, plus income tax provision, plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income.  Waste Connections further adjusts this calculation to exclude the effects of other 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 financial measures.  Other companies may calculate adjusted EBITDA differently.  

Three months ended
June 30,

Six months ended
June 30,

    

2021

    

2022

    

2021

    

2022

Net income attributable to Waste Connections

$

177,047

$

224,074

$

337,356

$

404,398

Plus: Net income attributable to noncontrolling interests

54

133

52

177

Plus: Income tax provision

47,868

58,307

88,159

107,146

Plus: Interest expense

41,328

45,079

83,753

86,404

Less: Interest income

(744)

(652)

(1,848)

(790)

Plus: Depreciation and amortization

201,928

226,399

391,523

443,985

Plus: Closure and post-closure accretion

3,666

3,992

7,375

8,087

Plus: Impairments and other operating items

6,081

4,150

6,715

6,028

Plus/(Less): Other expense (income), net

1,235

2,649

(2,312)

6,114

Adjustments:

Plus: Transaction-related expenses(a)

57

3,692

583

8,232

Plus: Fair value changes to equity awards(b)

6,385

(1,009)

6,723

(847)

Adjusted EBITDA

$

484,905

$

566,814

$

918,079

$

1,068,934

As % of revenues

31.6%

31.2%

31.3%

30.9%


(a) Reflects the addback of acquisition-related transaction costs.
(b) Reflects fair value accounting changes associated with certain equity awards.

9


NON-GAAP RECONCILIATION SCHEDULE (continued)

(in thousands of U.S. dollars, except where noted)

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 Waste Connections’ operations.  Waste Connections defines adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment and distributions to noncontrolling interests.  Waste Connections 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
June 30,

Six months ended
June 30,

    

2021

    

2022

    

2021

    

2022

Net cash provided by operating activities

$

448,081

$

532,781

$

848,478

$

973,678

Plus/(Less): Change in book overdraft

16,659

(141)

(190)

(54)

Plus: Proceeds from disposal of assets

5,826

1,881

7,906

16,894

Less: Capital expenditures for property and equipment

(174,599)

(219,110)

(271,392)

(371,428)

Adjustments:

Payment of contingent consideration recorded in earnings(a)

-

-

520

-

Cash received for divestitures(b)

-

-

-

(5,671)

Transaction-related expenses(c)

57

3,692

583

27,096

Pre-existing Progressive Waste share-based grants(d)

47

(64)

144

12

Tax effect(e)

(26)

(1,056)

(214)

(2,165)

Adjusted free cash flow

$

296,045

$

317,983

$

585,835

$

638,362

As % of revenues

19.3%

17.5%

20.0%

18.4%


(a) Reflects the addback of acquisition-related payments for contingent consideration that were recorded as expenses in earnings and as a component of cash flows from operating activities as the amounts paid exceeded the fair value of the contingent consideration recorded at the acquisition date.
(b) Reflects the elimination of cash received in conjunction with the divestiture of certain operations.
(c) Reflects the addback of acquisition-related transaction costs and the settlement of an acquired tax liability.
(d) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.
(e) The aggregate tax effect of footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.

10


NON-GAAP RECONCILIATION SCHEDULE (continued)

(in thousands of U.S. dollars, except per share amounts)

Reconciliation of Adjusted Net Income attributable to Waste Connections and Adjusted Net Income per Diluted Share attributable to Waste Connections:

Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections, 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 attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations.  Waste Connections provides adjusted net income attributable to Waste Connections to exclude the effects of items management believes impact the comparability of operating results between periods.  Adjusted net income attributable to Waste Connections 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 attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections are not a substitute for, and should be used in conjunction with, GAAP financial measures.  Other companies may calculate these non-GAAP financial measures differently.  

Three months ended
June 30,

Six months ended
June 30,

    

2021

    

2022

2021

2022

Reported net income attributable to Waste Connections

$

177,047

$

224,074

$

337,356

$

404,398

Adjustments:

Amortization of intangibles(a)

32,707

37,462

64,899

75,098

Impairments and other operating items(b)

6,081

4,150

6,715

6,028

Transaction-related expenses(c) 

57

3,692

583

8,232

Fair value changes to equity awards(d)

6,385

(1,009)

6,723

(847)

Tax effect(e)

(11,393)

(11,224)

(19,935)

(22,316)

Adjusted net income attributable to Waste Connections

$

210,884

$

257,145

$

396,341

$

470,593

Diluted earnings per common share attributable to Waste Connections’ common shareholders:

Reported net income

$

0.68

$

0.87

$

1.29

$

1.57

Adjusted net income

$

0.81

$

1.00

$

1.51

$

1.82


(a) Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.
(b) Reflects the addback of impairments and other operating items.
(c) Reflects the addback of acquisition-related transaction costs.
(d) Reflects fair value accounting changes associated with certain equity awards.
(e) The aggregate tax effect of the adjustments in footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.

11


UPDATED 2022 OUTLOOK

NON-GAAP RECONCILIATION SCHEDULE

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted EBITDA:

Updated 2022 Outlook

    

Estimates

    

Observation

Net income attributable to Waste Connections

$

837,500

Plus: Income tax provision (a)

232,973

Approximate 21.8% effective rate

Plus: Interest expense, net

180,000

Plus: Depreciation and Depletion

752,000

Approximately 10.6% of revenue

Plus: Amortization

152,000

Plus: Closure and post-closure accretion

16,000

Plus: Impairments and other operating items (b)

6,028

Plus: Other income, net (b)

6,114

Adjustments: (b)

Plus: Transaction-related expenses

8,232

Plus: Fair value changes to equity awards

(847)

Adjusted EBITDA

$

2,190,000

Approximately 30.7% of revenue


(a) Approximately 21.8% full year effective tax rate, including amounts reported for the six month period ended June 30, 2022.
(b) Reflects amounts reported for the six month period ended June 30, 2022, as shown on page 9.

Reconciliation of Adjusted Free Cash Flow:

    

Updated

2022 Outlook

Net cash provided by operating activities

$

1,973,888

Less: Change in book overdraft (a)

(54)

Plus: Proceeds from disposal of assets (a)

16,894

Less: Capital expenditures for property and equipment

(850,000)

Adjustments: (a)

Cash received for divestitures

(5,671)

Transaction-related expenses

27,096

Pre-existing Progressive Waste share-based grants

12

Tax effect

(2,165)

Adjusted free cash flow

$

1,160,000

As % of revenues

16.3%


(a) Reflects amounts reported for the six month period ended June 30, 2022, as shown on page 10.

12