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    Waste Connections Inc. filed SEC Form 8-K: Regulation FD Disclosure

    2/13/25 8:57:52 AM ET
    $WCN
    Environmental Services
    Utilities
    Get the next $WCN alert in real time by email
    Waste Connections, Inc._February 13, 2025
    0001318220false00013182202025-02-132025-02-13

    ​

    ​

    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): February 13, 2025

    Graphic

    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-2(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 7.01  Regulation FD Disclosure.

    ​

    During our earnings conference call on February 13, 2025, we highlighted the following outlook for the first quarter 2025.

    ​

    (Dollar amounts are approximations)

    ​

    For the first quarter of the year, we estimate our revenue to be in the range of $2.200 billion to $2.225 billion. Net income attributable to Waste Connections is estimated to be in the range of $241.0 million to $246.0 million. Adjusted EBITDA is estimated to be in the range of $700 million to $710 million, or 31.8% to 31.9% of revenue.

    ​

    Q1 2025 OUTLOOK

    NON-GAAP RECONCILIATION SCHEDULE

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

    ​

    Reconciliation of Adjusted EBITDA:

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    Q1 2025 Outlook

    ​

    Estimates

    ​

    ​

    ​

    Low

    ​

    High

    ​

    Observation

    Net income attributable to Waste Connections

    $

    241,000

    ​

    $

    246,000

    ​

    ​

    Plus: Income tax provision

    ​

    72,000

    ​

    ​

    74,000

    ​

    Approximately 23% effective rate

    Plus: Interest expense, net of interest income

    ​

    80,000

    ​

    ​

    80,000

    ​

    ​

    Plus: Depreciation and depletion

    ​

    247,000

    ​

    ​

    250,000

    ​

    Approximately 11.2% of revenue

    Plus: Amortization

    ​

    48,000

    ​

    ​

    48,000

    ​

    Approximately 2.2% of revenue, or $0.13 per diluted share net of taxes

    Plus: Closure and post-closure accretion

    ​

    12,000

    ​

    ​

    12,000

    ​

    ​

    Adjusted EBITDA

    $

    700,000

    ​

    $

    710,000

    ​

    Approximately 31.8% to 31.9% of revenue

    ​

    For the full year, in addition to the outlook provided in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2025, for solid waste, we expect price plus volume growth in the range of 4% to 5%, excluding about half a point volume impact from the closing of our Chiquita Canyon Landfill, on pricing of about 6.0%.

    These estimates assume no change in the current economic environment.  These estimates include contribution from acquisitions signed under definitive agreements and expected to close during the second quarter, but exclude any impact from additional acquisitions that may close during the remainder of the year and expensing of transaction-related items during the period.

    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 our operations.  We define 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.  We further adjust 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.

    The information furnished in Item 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 first quarter and full year 2025 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.

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    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: February 13, 2025

    BY:

    /s/ Mary Anne Whitney

    ​

    ​

    Mary Anne Whitney

    ​

    ​

    Executive Vice President and Chief Financial Officer

    ​

    ​

    ​

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