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) October 21, 2014

 

 

WASTE CONNECTIONS, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

(State or other jurisdiction of incorporation or organization)

 

 

COMMISSION FILE NO. 1-31507

 

 

94-3283464

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

 

 

3 Waterway Square Place, Suite 110, The Woodlands, TX, 77380

(Address of principal executive offices) (Zip code)

 

(832) 442-2200

(Registrant's telephone number, including area code)

 

 

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:

 

¨ 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-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

 

Item 2.02 Results of Operations and Financial Condition.

 

See Item 7.01, below.

 

Item 7.01 Regulation FD Disclosure.

 

On October 21, 2014, Waste Connections, Inc. issued a press release announcing its third quarter 2014 earnings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.
       
    99.1 Press Release, dated October 21, 2014, issued by Waste Connections, Inc.

  

 
 

 

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.
     
  BY: /s/ Worthing F. Jackman
Date:  October 21, 2014   Worthing F. Jackman,
    Executive Vice President and Chief Financial Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No. DESCRIPTION
   
99.1 Press Release, dated October 21, 2014, issued by Waste Connections, Inc.

 

 

 


Waste Connections Reports Third Quarter 2014 Results



- Revenue of $546.6 million, up 8.5%

- Reports 4.9% solid waste price + volume growth and 23.8% E&P waste growth

- Adjusted EBITDA* of $192.3 million, or 35.2% of revenue, up 8.6%

- GAAP EPS of $0.48 and adjusted EPS* of $0.56, up 9.8%

- YTD net cash provided by operating activities of $414.6 million

- YTD adjusted free cash flow* of $278.5 million, or 17.9% of revenue

- Completes new market entry solid waste acquisitions in Alabama and North Dakota

- Acquires two E&P waste landfills in the Bakken with additional permitting opportunities

THE WOODLANDS, Texas, Oct. 21, 2014 /PRNewswire/ -- Waste Connections, Inc. (NYSE: WCN) today announced its results for the third quarter of 2014. Revenue totaled $546.6 million, an 8.5% increase over revenue of $503.6 million in the year ago period. Operating income was $116.0 million compared to $115.6 million in the third quarter of 2013. Adjusted EBITDA* in the third quarter of 2014 was $192.3 million, up 8.6% over adjusted EBITDA* of $177.1 million in the prior year period. Adjusted EBITDA, a non-GAAP measure, excludes the impact of items such as gains or losses on the disposal of assets and impairments, and acquisition-related costs, as shown in the detailed reconciliation in the attached table.

Waste Connections logo.

Net income attributable to Waste Connections in the quarter was $60.1 million, or $0.48 per share on a diluted basis of 124.8 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $60.7 million, or $0.49 per share on a diluted basis of 124.3 million shares.

Adjusted net income attributable to Waste Connections* in the quarter was $70.2 million, or $0.56 per share, versus $63.7 million, or $0.51 per share, in the prior year period. Adjusted net income and adjusted net income per diluted share, both non-GAAP measures, exclude certain items net of tax, as shown in the detailed reconciliation in the attached table, that affect comparability of results between periods.

"We once again are extremely pleased with our strong performance in the quarter. Improving commercial collection trends and a 7% increase in municipal solid waste landfill tonnage drove better than expected solid waste volume growth, and E&P waste activity continued to grow in excess of 20% despite more difficult prior year comps and unusually wet weather in the Permian," said Ronald J. Mittelstaedt, Chief Executive Officer and Chairman. "Year-to-date, our EBITDA margin has expanded almost 60 basis points, and we've converted more than half of our EBITDA into free cash flow despite a 75% increase in cash taxes. Our strong financial performance positioned us for another double-digit increase in our quarterly cash dividend and, we believe, was a key contributor to our recent two-notch credit rating upgrade to "BBB+" by S&P."

Mr. Mittelstaedt added, "Discipline in deploying capital is as important now as ever as we have been reviewing a record amount of potential growth opportunities. In addition to the previously announced acquisition of two development stage landfills earlier this year, we're pleased to announce recent new market entry acquisitions of solid waste collection operations in Alabama and North Dakota, with combined annualized revenue of almost $20 million. In addition, to further strengthen our E&P waste asset positioning, we acquired a treatment and disposal company with two landfills in the Bakken, with current annualized revenue of about $10 million and ramping, and four additional permitting opportunities in North Dakota, Montana and Wyoming. These transactions, along with other acquisitions we expect to complete over the next few months, provide additional building blocks for growth and margin expansion in 2015."

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

For the nine months ended September 30, 2014, revenue was $1.55 billion, a 7.6% increase over revenue of $1.44 billion in the year ago period. Operating income was $335.3 million compared to $295.6 million for the same period in 2013. Adjusted EBITDA* for the nine months ended September 30, 2014, was $538.9 million, up 9.4% over adjusted EBITDA* of $492.5 million in the prior year period. Net income attributable to Waste Connections for the nine months ended September 30, 2014, was $171.8 million, or $1.38 per share on a diluted basis of 124.8 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $146.2 million, or $1.18 per share on a diluted basis of 124.1 million shares. Adjusted net income attributable to Waste Connections* for the nine months ended September 30, 2014, was $190.9 million, or $1.53 per share, compared to $167.3 million, or $1.35 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 is also 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 22nd 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: trends in our business; the expected contribution from recently completed acquisitions; expected acquisition activity; the Company's ability to finance additional acquisitions and newly permitted E&P waste facilities; and the Company's ability to grow and expand margins. 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 results are vulnerable to economic conditions; (2) 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; (3) our E&P waste business depends on the level of drilling and production activity in the basins in which we operate and the willingness of E&P companies to outsource their waste services activities; (4) we have limited experience in running an E&P waste treatment, recovery and disposal business; (5) competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (6) our indebtedness could adversely affect our financial condition and limit our financial flexibility; (7) price increases may not be adequate to offset the impact of increased costs, or may cause us to lose volume; (8) fluctuations in prices for recycled commodities that we sell and rebates we offer to customers may cause our revenues and operating results to decline; (9) the seasonal nature of our business and "event-driven" waste projects cause our results to fluctuate; (10) we may lose contracts through competitive bidding, early termination or governmental action; (11) increases in labor costs could impact our financial results; (12) increases in the price of diesel or compressed natural gas fuel may adversely affect our collection business and reduce our operating margins; (13) labor union activity could divert management attention and adversely affect our operating results; (14) 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; (15) our financial results could be adversely affected by impairments of goodwill or indefinite-lived intangibles; (16) we may incur charges related to capitalized expenditures of landfill development projects, which would decrease our earnings; (17) pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements; (18) 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; (19) increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (20) a portion of our growth and future financial performance depends on our ability to integrate acquired businesses, and the success of our acquisitions; (21) each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, or that become more adverse to our business than we anticipated at the time of acquisition; (22) our financial results are based upon estimates and assumptions that may differ from actual results; (23) our accruals for our landfill site closure and post-closure costs may be inadequate; (24) we depend significantly on the services of the members of our senior and regional management team, and the departure of any of those persons could cause our operating results to suffer; (25) our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (26) liabilities for environmental damage may adversely affect our financial condition, business and earnings; (27) we rely on computer systems to run our business and disruptions or privacy breaches in these systems could impact our ability to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation risk; and (28) 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 –

CONTACT:




Worthing Jackman / (832) 442-2266             

Mary Anne Whitney / (832) 442-2253

worthingj@wasteconnections.com               

maryannew@wasteconnections.com


WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2014

(Unaudited)

(in thousands, except share and per share amounts)








Three months ended September 30,


Nine months ended September 30,



2013


2014


2013


2014

Revenues


$

503,646


$

546,551


$

1,442,918


$

1,552,953

Operating expenses:













Cost of operations



274,141



297,849



794,588



847,860

Selling, general and administrative



53,536



57,991



159,690



170,163

Depreciation



55,863



58,998



162,277



171,920

Amortization of intangibles



6,211



6,702



18,861



20,158

Loss (gain) on disposal of assets and  impairments



(1,725)



9,000



11,895



7,535

Operating income



115,620



116,011



295,607



335,317














Interest expense



(17,911)



(15,815)



(55,851)



(48,666)

Other income (expense), net



845



(389)



(119)



(252)

Income before income tax provision



98,554



99,807



239,637



286,399














Income tax provision



(37,641)



(39,523)



(93,049)



(113,992)

Net income



60,913



60,284



146,588



172,407

Less:  Net income attributable to noncontrolling interests



(207)



(200)



(359)



(644)

Net income attributable to Waste Connections


$

60,706


$

60,084


$

146,229


$

171,763














Earnings per common share attributable to Waste Connections' common stockholders:













Basic


$

0.49


$

0.48


$

1.18


$

1.38














Diluted


$

0.49


$

0.48


$

1.18


$

1.38














Shares used in the per share calculations:













Basic



123,676,936



124,342,493



123,557,317



124,179,478

Diluted



124,279,666



124,769,981



124,089,422



124,778,292














Cash dividends per common share


$

0.10


$

0.115


$

0.30


$

0.345















WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)








December 31, 2013


September 30, 2014

ASSETS







Current assets:







Cash and equivalents


$

13,591


$

13,327

Accounts receivable, net of allowance for doubtful accounts of  $7,348 and  $6,377 at December 31, 2013 and September 30, 2014, respectively



234,001



262,346

Deferred income taxes



41,275



48,715

Prepaid expenses and other current assets



39,638



36,131

Total current assets



328,505



360,519








Property and equipment, net



2,450,649



2,450,067

Goodwill



1,675,154



1,687,915

Intangible assets, net



527,871



510,914

Restricted assets



35,921



38,636

Other assets, net



46,152



45,813



$

5,064,252


$

5,093,864

LIABILITIES AND EQUITY







Current liabilities:







Accounts payable


$

105,394


$

113,303

Book overdraft



12,456



12,276

Accrued liabilities



119,026



146,019

Deferred revenue



71,917



78,440

Current portion of contingent consideration



30,840



32,417

Current portion of long-term debt and notes payable



5,385



3,621

      Total current liabilities



345,018



386,076








Long-term debt and notes payable



2,067,590



1,888,593

Long-term portion of contingent consideration



24,710



25,236

Other long-term liabilities



77,035



85,675

Deferred income taxes



501,692



513,654

      Total liabilities



3,016,045



2,899,234








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; 123,566,487 and 124,119,712 shares issued and outstanding at December 31, 2013 and  September 30, 2014, respectively



1,236



1,241

Additional paid-in capital



796,085



813,308

Accumulated other comprehensive loss



(1,869)



(1,940)

Retained earnings



1,247,630



1,376,623

      Total Waste Connections' equity



2,043,082



2,189,232

Noncontrolling interest in subsidiaries



5,125



5,398

      Total equity



2,048,207



2,194,630



$

5,064,252


$

5,093,864

WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2014

(Unaudited)

(Dollars in thousands)






Nine months ended September 30,




2013



2014

Cash flows from operating activities:







Net income


$

146,588


$

172,407

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







Loss on disposal of assets and impairments



11,895



7,535

Depreciation



162,277



171,920

Amortization of intangibles



18,861



20,158

Deferred income taxes, net of acquisitions



24,411



4,572

Amortization of debt issuance costs



2,836



2,362

Equity-based compensation



11,268



13,889

Interest income on restricted assets



(295)



(345)

Interest accretion



3,677



3,631

Excess tax benefit associated with equity-based compensation



(3,539)



(7,177)

Payment of contingent consideration recorded in earnings



(5,059)



-

Net change in operating assets and liabilities, net of acquisitions



12,484



25,674

Net cash provided by operating activities



385,404



414,626








Cash flows from investing activities:







Payments for acquisitions, net of cash acquired



(2,031)



(49,231)

Proceeds from adjustments to acquisition consideration



18,000



843

Capital expenditures for property and equipment



(140,872)



(148,843)

Proceeds from disposal of assets



9,075



6,139

Increase in restricted assets, net of interest income



(81)



(2,370)

Other



(4,868)



18

Net cash used in investing activities



(120,777)



(193,444)








Cash flows from financing activities:







Proceeds from long-term debt



212,500



214,000

Principal payments on notes payable and long-term debt



(418,316)



(394,761)

Payment of contingent consideration recorded at acquisition date



(23,530)



(578)

Change in book overdraft



(374)



(180)

Proceeds from option and warrant exercises



2,234



2,958

Excess tax benefit associated with equity-based compensation



3,539



7,177

Payments for cash dividends



(37,005)



(42,770)

Tax withholdings related to net share settlements of restricted stock units



(5,421)



(6,796)

Distributions to noncontrolling interests



(198)



(371)

Debt issuance costs



(1,987)



(125)

Net cash used in financing activities



(268,558)



(221,446)








Net decrease in cash and equivalents



(3,931)



(264)

Cash and equivalents at beginning of period



23,212



13,591

Cash and equivalents at end of period


$

19,281


$

13,327

ADDITIONAL STATISTICS
(Dollars in thousands)

Solid Waste Internal Growth: The following table reflects a breakdown of the components of our solid waste internal growth for the three months ended September 30, 2014:


Three months ended

September 30, 2014

Solid Waste Internal Growth:

  Core Price

 

2.8%

  Surcharges

0.0%

  Volume

2.1%

  Recycling

(0.5%)

Total Solid Waste Internal Growth

4.4%

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three and nine month periods ending September 30, 2014:


Three months ended
September 30, 2014



Nine months ended
September 30, 2014














Solid Waste Collection

$

333,917



54.3%



$

962,683



55.1%

Solid Waste Disposal and Transfer


167,129



27.2%




461,605



26.4%

E&P Waste Treatment, Recovery and Disposal


86,085



14.0%




242,049



13.9%

Solid Waste Recycling


14,973



2.4%




44,713



2.6%

Intermodal and Other


12,604



2.1%




35,446



2.0%

Total before inter-company elimination


614,708



100.0%




1,746,496



100.0%














Inter-company elimination


(68,157)







(193,543)




  Reported Revenue

$

546,551






$

1,552,953

















Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, for the three month periods ending September 30, 2013 and 2014:


Three months ended
September 30,


2013


2014

Solid waste, net

$

(371)


$

6,580

E&P waste, net


61,235



-

Acquisitions, net

$

60,864


$

6,580

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three and nine month periods ending September 30, 2013 and 2014:


Three months ended
September 30,



Nine months ended
September 30,


2013


2014



2013


2014

Cash Interest Paid

$

9,129


$

6,920



$

43,030


$

37,950

Cash Taxes Paid


32,670



48,382




51,010



89,643

ADDITIONAL STATISTICS (continued)

Debt to Book Capitalization as of September 30, 2014: 46%

Internalization for the three months ended September 30, 2014: 52%

Days Sales Outstanding for the three months ended September 30, 2014: 44 (31 net of deferred revenue)

Share Information for the three months ended September 30, 2014:

Basic shares outstanding

124,342,493

Dilutive effect of options and warrants

62,205

Dilutive effect of restricted stock units

365,283

Diluted shares outstanding

124,769,981

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 net income, plus 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 and impairments, plus other expense, less other income. The Company further adjusts this calculation to exclude the effects of other 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
September 30,


Nine months ended
September 30,


2013


2014


2013


2014

Net income

$

60,913


$

60,284


$

146,588


$

172,407

Plus: Income tax provision


37,641



39,523



93,049



113,992

Plus: Interest expense


17,911



15,815



55,851



48,666

Plus: Depreciation and amortization


62,074



65,700



181,138



192,078

Plus: Closure and post-closure accretion


727



869



2,241



2,608

Plus/Less: Loss (gain) on disposal of assets and impairments (a)


(1,725)



9,000



11,895



7,535

Plus/Less: Other expense (income), net


(845)



389



119



252

Adjustments:












Plus: Acquisition-related costs (b)


167



736



974



1,384

Plus: Corporate relocation expenses (c)


215



-



636



-

Adjusted EBITDA

$

177,078


$

192,316


$

492,491


$

538,922













As % of revenues


35.2%



35.2%



34.1%



34.7%

____________________________________________

(a)   

Reflects the addback of the loss (gain) on the sale of assets and impairments, including the loss on the prior corporate office lease in 2013 resulting from the relocation of the Company's headquarters from California to Texas and the impairment charge at an E&P disposal facility in 2014 resulting from the migration of the majority of its customers to a new E&P facility that the Company owns and operates.

(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.

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
September 30,


Nine months ended
September 30,



2013


2014


2013


2014

Net cash provided by operating activities


$

129,881


$

134,945


$

385,404


$

414,626

Less: Change in book overdraft



(284)



(198)



(374)



(180)

Plus: Proceeds from disposal of assets



5,453



276



9,075



6,139

Plus: Excess tax benefit associated with equity-based compensation



872



80



3,539



7,177

Less: Capital expenditures for property and equipment



(53,331)



(65,164)



(140,872)



(148,843)

Less: Distributions to noncontrolling interests



-



-



(198)



(371)

Adjustments:













Payment of contingent consideration recorded in earnings (a)



5,059



-



5,059



-

Corporate office relocation (b)



215



-



2,047



-

      Tax effect (c)



(82)



-



(244)



-

Adjusted free cash flow


$

87,783


$

69,939


$

263,436


$

278,548














As % of revenues



17.4%



12.8%



18.3%



17.9%

____________________________________________

(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
September 30,


Nine months ended
September 30,



2013


2014


2013


2014

Reported net income attributable to Waste Connections


$

60,706


$

60,084


$

146,229


$

171,763

Adjustments:













Amortization of intangibles (a)



6,211



6,702



18,861



20,158

Acquisition-related expenses (b)



167



736



2,661



1,384

Loss (gain) on disposal of assets and impairments (c)



(1,725)



9,000



11,895



7,535

Corporate relocation expenses (d)



215



-



636



-

     Tax effect (e)



(1,862)



(6,304)



(13,025)



(11,151)

      Impact of deferred tax adjustment (f)



-



-



-



1,220

Adjusted net income attributable to Waste Connections


$

63,712


$

70,218


$

167,257


$

190,909














Diluted earnings per common share attributable to Waste Connections' common stockholders:













Reported net income


$

0.49


$

0.48


$

1.18


$

1.38

Adjusted net income


$

0.51


$

0.56


$

1.35


$

1.53

____________________________________________

(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 and impairments, including the loss on the prior corporate office lease in 2013 resulting from the relocation of the Company's corporate headquarters from California to Texas and the impairment charge at an E&P disposal facility in 2014 resulting from the migration of the majority of its customers to a new E&P facility that the Company owns and operates.

(d)  

Reflects the addback of costs associated with the relocation of the Company's corporate headquarters from California to Texas.

(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.

(f)     

Reflects the elimination of an increase to the income tax provision associated with an increase in the Company's deferred tax liabilities resulting from the enactment of New York State's 2014-2015 Budget Act on March 31, 2014.

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