株探米国株
日本語 英語
エドガーで原本を確認する
0001318220false00013182202023-04-262023-04-26

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): April 26, 2023

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 April 26, 2023, Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (“Waste Connections” or the “Company”), issued a press release announcing its first quarter 2023 results.  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 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 April 26, 2023, 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: April 26, 2023

BY:

/s/ Mary Anne Whitney

Mary Anne Whitney

Executive Vice President and Chief Financial Officer

EX-99.1 2 wcn-20230426xex99d1.htm EX-99.1 (WCN Q1 2023 Earnings Press Release - DRAFT 4).docx

Exhibit 99.1

Graphic

WASTE CONNECTIONS REPORTS FIRST QUARTER 2023 RESULTS

- Price-led organic growth, strong operational execution, and continuing acquisition activity drive strong start to 2023
- Revenue of $1.901 billion, up 15.4%
- Net income(a) of $197.8 million and adjusted EBITDA(b) of $566.9 million
- Net income and adjusted net income(b) of $0.77 and $0.89 per share, respectively
- Net cash provided by operating activities of $442.4 million and adjusted free cash flow(b) of $274.0 million
- On track to achieve full year outlook as provided in February, with potential upside from any additional acquisitions, increases in recycled commodities and renewable fuels values, or reduction of inflationary pressures

TORONTO, ONTARIO, April 26, 2023 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced its results for the first quarter of 2023.    

“Record solid waste pricing growth, strong operational execution and continuing acquisition activity in the first quarter provided a strong start to the year.  Q1 was recognized to be a difficult year-over-year comparison given the precipitous decline in resource recovery values during the second half of 2022, and results in the period were further affected by weather-related impacts to solid waste roll-off activity and landfill volumes, particularly on the West Coast.  Underlying adjusted EBITDA(b) margins were in line with our expectations, but acquisitions completed since the year-ago period were 30 basis points dilutive to reported margins, or more than 20 basis points higher than expected, given the disproportionate weather-related impacts on West Coast acquisitions,” said Ronald J. Mittelstaedt, President and Chief Executive Officer.

Mr. Mittelstaedt added, “Continued visibility on pricing, improving trends in labor availability and retention, and recent normalization of weather patterns position us to deliver the full year outlook we provided in February.  And as we also noted then, upside potential to this outlook remains from any additional acquisitions, increases in recycled commodities and renewable fuels values, or reduction of inflationary pressures.  We’ve already closed approximately $45 million of acquired revenue year-to-date, and currently expect that pace of activity to continue throughout the year.”

Q1 2023 Results

Revenue in the first quarter totaled $1.901 billion, up from $1.646 billion in the year ago period.  Operating income was $314.7 million, which included $4.3 million primarily in transaction-related expenses and impairments and other operating items.  This compares to operating income of $273.9 million in the first quarter of 2022, which included $6.6 million primarily related to transaction-related expenses.  Net income in the first quarter was $197.8 million, or $0.77 per share on a diluted basis of 258.0 million shares. In the year ago period, the Company reported net income of $180.3 million, or $0.69 per share on a diluted basis of 259.6 million shares.  

Adjusted net income(b) in the first quarter was $230.4 million, or $0.89 per diluted share, up from $213.4 million, or $0.82 per diluted share, in the prior year period.  Adjusted EBITDA(b) in the first quarter was $566.9 million, as compared to $502.1 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 transaction-related items, as reflected in the detailed reconciliations in the attached tables.

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

(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.


Q1 2023 Earnings Conference Call

Waste Connections will be hosting a conference call related to first quarter earnings on April 27th 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, conference call participants can preregister by clicking here.  Registered participants will receive dial-in instructions and a personalized code for entry to the conference call.  A replay of the conference call will be available until May 4, 2023, by calling 877-344-7529 (within North America) or 412-317-0088 (international) and entering Passcode #6074895.    

Waste Connections will be filing a Form 8-K on EDGAR and on SEDAR (as an "Other" document) prior to markets opening on April 27th, providing the Company's second quarter 2023 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.  

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 $500 million to the advancement of 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 and enhancing employee engagement.  The Company’s 2022 Sustainability Report provides progress updates on its targets and investments towards their achievement, and introduces new emissions reduction targets.  For more information, visit wasteconnections.com/sustainability.

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 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) 442-2253Joe Box / (832) 442-2153

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

2


WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

THREE MONTHS ENDED MARCH 31, 2022 AND 2023

(Unaudited)

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

Three months ended
March 31,

    

2022

    

2023

Revenues

$

1,646,255

$

1,900,503

Operating expenses:

Cost of operations

989,518

1,146,941

Selling, general and administrative

163,414

193,667

Depreciation

179,950

204,059

Amortization of intangibles

37,635

39,282

Impairments and other operating items

1,878

1,865

Operating income

273,860

314,689

Interest expense

(41,324)

(68,353)

Interest income

137

2,715

Other income (expense), net

(3,466)

3,174

Income before income tax provision

229,207

252,225

Income tax provision

(48,839)

(54,389)

Net income

180,368

197,836

Less: Net income attributable to noncontrolling interests

(44)

(23)

Net income attributable to Waste Connections

$

180,324

$

197,813

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

Basic

$

0.70

$

0.77

Diluted

$

0.69

$

0.77

Shares used in the per share calculations:

Basic

258,946,933

257,372,942

Diluted

259,560,983

257,988,971

Cash dividends per common share

$

0.23

$

0.255

3


WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

    

December 31,
2022

    

March 31,
2023

 

ASSETS

Current assets:

Cash and equivalents

$

78,637

$

133,860

Accounts receivable, net of allowance for credit losses of $22,939 and $22,239 at December 31, 2022 and March 31, 2023, respectively

833,862

814,680

Prepaid expenses and other current assets

205,146

185,718

Total current assets

1,117,645

1,134,258

Restricted cash

102,727

106,625

Restricted investments

68,099

74,358

Property and equipment, net

6,950,915

6,956,620

Operating lease right-of-use assets

192,506

195,030

Goodwill

6,902,297

6,940,567

Intangible assets, net

1,673,917

1,697,193

Other assets, net

126,497

122,443

Total assets

$

17,134,603

$

17,227,094

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

638,728

$

526,229

Book overdraft

15,645

21,067

Deferred revenue

325,002

336,613

Accrued liabilities

431,247

390,195

Current portion of operating lease liabilities

35,170

34,078

Current portion of contingent consideration

60,092

64,489

Current portion of long-term debt and notes payable

6,759

10,513

Total current liabilities

1,512,643

1,383,184

Long-term portion of debt and notes payable

6,890,149

6,921,839

Long-term portion of operating lease liabilities

165,462

169,051

Long-term portion of contingent consideration

21,323

21,333

Deferred income taxes

1,013,742

1,041,152

Other long-term liabilities

417,640

451,571

Total liabilities

10,020,959

9,988,130

Commitments and contingencies

Equity:

Common shares: 257,211,175 shares issued and 257,145,716 shares outstanding at December 31, 2022; 257,547,090 shares issued and 257,487,434 shares outstanding at March 31, 2023

3,271,958

3,274,564

Additional paid-in capital

244,076

238,484

Accumulated other comprehensive loss

(56,830)

(60,572)

Treasury shares: 65,459 and 59,656 shares at December 31, 2022 and March 31, 2023, respectively

-

-

Retained earnings

3,649,494

3,781,519

Total Waste Connections’ equity

7,108,698

7,233,995

Noncontrolling interest in subsidiaries

4,946

4,969

Total equity

7,113,644

7,238,964

Total liabilities and equity

$

17,134,603

$

17,227,094

4


WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2022 AND 2023

(Unaudited)

(in thousands of U.S. dollars)

Three months ended March 31,

    

2022

    

2023

 

Cash flows from operating activities:

Net income

$

180,368

$

197,836

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

Loss on disposal of assets and impairments

2,090

1,910

Depreciation

179,950

204,059

Amortization of intangibles

37,635

39,282

Deferred income taxes, net of acquisitions

38,378

28,229

Current period provision for expected credit losses

3,022

2,247

Amortization of debt issuance costs

1,195

1,621

Share-based compensation

14,635

18,469

Interest accretion

4,448

4,884

Adjustments to contingent consideration

(52)

(637)

Other

382

(2,937)

Net change in operating assets and liabilities, net of acquisitions

(21,154)

(52,605)

Net cash provided by operating activities

440,897

442,358

Cash flows from investing activities:

Payments for acquisitions, net of cash acquired

(355,212)

(144,611)

Capital expenditures for property and equipment

(152,318)

(175,786)

Proceeds from disposal of assets

15,012

1,260

Other

2,637

1,378

Net cash used in investing activities

(489,881)

(317,759)

Cash flows from financing activities:

Proceeds from long-term debt

1,305,288

336,649

Principal payments on notes payable and long-term debt

(505,597)

(320,027)

Payment of contingent consideration recorded at acquisition date

(3,571)

(1,319)

Change in book overdraft

87

5,421

Payments for repurchase of common shares

(424,999)

-

Payments for cash dividends

(59,391)

(65,788)

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

(17,236)

(22,966)

Debt issuance costs

(4,382)

-

Proceeds from issuance of shares under employee share purchase plan

1,554

1,841

Proceeds from sale of common shares held in trust

305

765

Net cash provided by (used in) financing activities

292,058

(65,424)

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

595

(54)

Net increase in cash, cash equivalents and restricted cash

243,669

59,121

Cash, cash equivalents and restricted cash at beginning of period

219,615

181,364

Cash, cash equivalents and restricted cash at end of period

$

463,284

$

240,485

5


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 months ended March 31, 2023:

    

Three months ended

March 31, 2023

Core Price

11.0%

Surcharges

0.8%

Volume

(1.3%)

Recycling

(1.9%)

Foreign Exchange Impact

(0.9%)

Total

7.7%

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ended March 31, 2022 and 2023:

Three months ended March 31, 2022

    

Revenue

    

Inter-company
Elimination

    

Reported
Revenue

    

%

Solid Waste Collection

$

1,199,452

$

(2,883)

$

1,196,569

72.7

%

Solid Waste Disposal and Transfer

517,722

(213,019)

304,703

18.5

%

Solid Waste Recycling

63,094

(2,573)

60,521

3.7

%

E&P Waste Treatment, Recovery and Disposal

43,555

(2,732)

40,823

2.5

%

Intermodal and Other

45,693

(2,054)

43,639

2.6

%

Total

$

1,869,516

$

(223,261)

$

1,646,255

100.0

%

Three months ended March 31, 2023

    

Revenue

    

Inter-company
Elimination

    

Reported
Revenue

    

%

Solid Waste Collection

$

1,434,647

$

(5,514)

$

1,429,133

75.2

%

Solid Waste Disposal and Transfer

616,954

(262,445)

354,509

18.7

%

Solid Waste Recycling

31,301

(623)

30,678

1.6

%

E&P Waste Treatment, Recovery and Disposal

51,759

(3,624)

48,135

2.5

%

Intermodal and Other

38,212

(164)

38,048

2.0

%

Total

$

2,172,873

$

(272,370)

$

1,900,503

100.0

%

Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, for the three month periods ended March 31, 2022 and 2023:

Three months ended
March 31,

    

2022

    

2023

Acquisitions, net

$

110,007

$

132,109

6


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 month periods ended March 31, 2022 and 2023:

Three months ended
March 31,

    

2022

    

2023

Cash Interest Paid

$

32,159

$

55,131

Cash Taxes Paid

17,389

11,326

Debt to Book Capitalization at March 31, 2023: 49%

Internalization for the three months ended March 31, 2023: 56%

Days Sales Outstanding for the three months ended March 31, 2023: 39 (23 net of deferred revenue)

Share Information for the three months ended March 31, 2023:

Basic shares outstanding

257,372,942

Dilutive effect of equity-based awards

616,029

Diluted shares outstanding

257,988,971

7


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
March 31,

    

2022

    

2023

Net income attributable to Waste Connections

$

180,324

$

197,813

Plus: Net income attributable to noncontrolling interests

44

23

Plus: Income tax provision

48,839

54,389

Plus: Interest expense

41,324

68,353

Less: Interest income

(137)

(2,715)

Plus: Depreciation and amortization

217,585

243,341

Plus: Closure and post-closure accretion

4,096

4,520

Plus: Impairments and other operating items

1,878

1,865

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

3,466

(3,174)

Adjustments:

Plus: Transaction-related expenses(a)

4,540

2,081

Plus: Fair value changes to equity awards(b)

161

373

Adjusted EBITDA

$

502,120

$

566,869

As % of revenues

30.5%

29.8%

____________________________

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

8


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 liquidity measure in the solid waste industry. Waste Connections calculates 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 periodic distributions to noncontrolling interests. Waste Connections further adjusts this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of its business operations. 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
March 31,

    

2022

    

2023

Net cash provided by operating activities

$

440,897

$

442,358

Plus: Change in book overdraft

87

5,421

Plus: Proceeds from disposal of assets

15,012

1,260

Less: Capital expenditures for property and equipment

(152,318)

(175,786)

Adjustments:

Cash received for divestitures(a)

(5,671)

-

Transaction-related expenses(b)

23,404

1,249

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

76

(2)

Tax effect(d)

(1,110)

(519)

Adjusted free cash flow

$

320,377

$

273,981

As % of revenues

19.5%

14.4%

___________________________

(a) Reflects the elimination of cash received in conjunction with the divestiture of certain operations.
(b) Reflects the addback of acquisition-related transaction costs and the settlement of an acquired tax liability.
(c) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.
(d) The aggregate tax effect of footnotes (a) through (c) is calculated based on the applied tax rates for the respective periods.

9


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 valuation measures 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
March 31,

    

2022

    

2023

Reported net income attributable to Waste Connections

$

180,324

$

197,813

Adjustments:

Amortization of intangibles(a)

37,635

39,282

Impairments and other operating items(b)

1,878

1,865

Transaction-related expenses(c) 

4,540

2,081

Fair value changes to equity awards(d)

161

373

Tax effect(e)

(11,092)

(11,024)

Adjusted net income attributable to Waste Connections

$

213,446

$

230,390

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

Reported net income

$

0.69

$

0.77

Adjusted net income

$

0.82

$

0.89

____________________________

(a) Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.
(b) Reflects adjustments for 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.

10