Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We make statements in this Quarterly Report on Form 10-Q that are forward-looking in nature. These include:
● Statements regarding our landfills, including capacity, duration, special projects, demand for and pricing of recyclables, estimated closure and post-closure liabilities, landfill alternatives and related capital expenditures, operating expenses, leachate and the ETLF event at the Chiquita Canyon Landfill;
● Discussion of competition, loss of contracts, price increases and additional exclusive and/or long-term collection service arrangements;
● Forecasts of cash flows necessary for operations and free cash flow to reduce leverage as well as our ability to draw on our credit facility and access the capital markets to refinance or expand;
● Statements regarding our ability to access capital resources or credit markets;
● Plans for, and the amount of, certain capital expenditures for our existing and newly acquired properties and equipment and the funding thereof;
● Statements regarding fuel, oil and natural gas demand, prices, and price volatility;
● Assessments of regulatory developments and potential changes in environmental, health, safety and tax laws and regulations; and
● Other statements on a variety of topics such as inflation, the impacts of trade policies or tariffs, general economic conditions, credit risk of customers, seasonality, labor/pension costs and labor union activity, employee retention costs, operational and safety risks, acquisitions and their contribution to the Company’s strategy, dividends, litigation developments and results, goodwill impairments, insurance costs and cybersecurity threats.
These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “might,” “will,” “could,” “should” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of strategy.
Our business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, risk factors detailed from time to time in our filings with the Securities and Exchange Commission, or SEC, and the securities commissions or similar regulatory authorities in Canada.
There may be additional risks of which we are not presently aware or that we currently believe are immaterial that could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements to reflect events or circumstances that may change, unless required under applicable securities laws.
OVERVIEW OF OUR BUSINESS
We are an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation, in mostly exclusive and secondary markets across 46 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal
33
Table of Contents
services in several basins across the U.S. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.
Environmental, organizational and financial sustainability initiatives have been key components of our success since we were founded in 1997. We continuously monitor and evaluate new technologies and investments that can enhance our commitment to the environment, to our employees and to the communities we serve. These investments align with our focus on value creation for all stakeholders and we remain committed to expanding these efforts as our industry and technology continue to evolve. To that end, we have committed $500 million to the advancement of long-term, aspirational ESG targets, and we have incorporated progress towards their achievement into compensation metrics. These targets include reducing environmental impact through reductions in absolute Scope 1 and 2 emissions and emissions intensity, expanded resource recovery processing, increased landfill gas recovery and beneficial reuse, and increased on-site leachate treatment at our landfills. In addition, the targets focus on enhancing employee safety and engagement.
We generally seek to avoid highly competitive, large urban markets and instead target markets where we can attain high market share either through exclusive contracts, vertical integration or asset positioning. In markets where waste collection services are provided under exclusive arrangements, or where waste disposal is municipally owned or funded or available at multiple municipal sources, we believe that controlling the waste stream by providing collection services under exclusive arrangements is often more important to our growth and profitability than owning or operating landfills. We also target niche markets, like non-hazardous E&P waste treatment, recovery and disposal services.
The solid waste industry is local and highly competitive in nature, requiring substantial labor and capital resources. We compete for collection accounts primarily on the basis of price and, to a lesser extent, the quality of service, and compete for landfill business on the basis of tipping fees, geographic location and quality of operations. The solid waste industry has been consolidating and continues to consolidate as a result of a number of factors, including the increasing costs and complexity associated with waste management operations and regulatory compliance. Many small independent operators and municipalities lack the capital resources, management, operating skills and technical expertise necessary to operate effectively in such an environment. The consolidation trend has caused solid waste companies to operate larger landfills that have complementary collection routes that can use company-owned disposal capacity. Controlling the point of transfer from haulers to landfills has become increasingly important as landfills continue to close and disposal capacity moves farther from the collection markets it serves.
Generally, the most profitable operators within the solid waste industry are those companies that are vertically integrated or enter into long-term collection contracts. A vertically integrated operator will benefit from: (1) the internalization of waste, which is bringing waste to a company-owned landfill; (2) the ability to charge third-party haulers tipping fees either at landfills or at transfer stations; and (3) the efficiencies gained by being able to aggregate and process waste at a transfer station prior to landfilling.
All references to “dollars” or “$” used herein refer to U.S. dollars, and all references to “CAD $” used herein refer to Canadian dollars, unless otherwise stated.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements. As described by the SEC, critical accounting estimates and assumptions are those that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on the financial condition or operating performance of a company. Such critical accounting estimates and assumptions are applicable to our reportable segments. Refer to our most recent Annual Report on Form 10-K for a complete description of our critical accounting estimates and assumptions.
NEW ACCOUNTING PRONOUNCEMENTS
For a description of the new accounting standards that affect us, see Note 3 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
34
Table of Contents
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
The following table sets forth items in our Condensed Consolidated Statements of Net Income in thousands of U.S. dollars and as a percentage of revenues for the periods indicated.
Three Months Ended March 31,
2025
2024
Revenues
$
2,228,176
100.0
%
$
2,072,653
100.0
%
Cost of operations
1,291,443
58.0
1,221,783
59.0
Selling, general and administrative
250,134
11.2
220,735
10.7
Depreciation
242,307
10.9
222,691
10.7
Amortization of intangibles
47,642
2.1
40,290
1.9
Impairments and other operating items
6,440
0.3
354
0.0
Operating income
390,210
17.5
366,800
17.7
Interest expense
(80,875)
(3.6)
(78,488)
(3.8)
Interest income
1,770
0.1
2,051
0.1
Other income (expense), net
1,872
0.1
(1,823)
(0.1)
Income tax provision
(71,467)
(3.2)
(59,413)
(2.9)
Net income
241,510
10.9
229,127
11.0
Net loss attributable to noncontrolling interests
—
—
927
0.1
Net income attributable to Waste Connections
$
241,510
10.9
%
$
230,054
11.1
%
Revenues . Total revenues increased $155.5 million, or 7.5%, to $2.228 billion for the three months ended March 31, 2025, from $2.073 billion for the three months ended March 31, 2024.
Acquisitions closed during, or subsequent to, the three months ended March 31, 2024, increased revenues by $131.0 million for the three months ended March 31, 2025.
Operations that were divested during, or subsequent to, the three months ended March 31, 2024, decreased revenues by $1.7 million for the three months ended March 31, 2025.
The impact of operations that were closed during, or subsequent to, the three months ended March 31, 2024, decreased revenues by $17.2 million, for the three months ended March 31, 2025.
During the three months ended March 31, 2025, the net increase in prices charged to our customers at our existing operations was $129.5 million, consisting of $133.2 million of core price increases and decreases in surcharges of $3.7 million.
During the three months ended March 31, 2025, we recognized volume losses totaling $65.9 million, resulting from a decrease in roll off volumes, lower residential collection volumes due primarily to the purposeful shedding of certain low-margin municipal contracts in our Southern, Eastern and Canada segments, lower commercial revenues and lower post-collection volumes.
E&P waste revenues at facilities owned during the three months ended March 31, 2025 and 2024 increased $0.4 million, due to nominal increases in overall activity levels in certain basins in our Central and Canada segments.
Revenues from sales of recyclable commodities at facilities owned during the three months ended March 31, 2025 and 2024 decreased $2.1 million. The decrease was primarily attributable to lower prices for old corrugated cardboard, partially offset by an increase in volumes and an increase in the prices of certain grades of metal and plastic as compared to the prior period.
A decrease in the average Canadian dollar to U.S. dollar currency exchange rate resulted in a decrease in revenues of $16.8 million for the three months ended March 31, 2025. The average Canadian dollar to U.S. dollar exchange rates on our Canadian revenues were 0.6968 and 0.7412 for the three months ended March 31, 2025 and 2024, respectively.
35
Table of Contents
Other revenues decreased $1.7 million during the three months ended March 31, 2025, due primarily to a $0.7 million decrease in other non-core revenue sources, a $0.6 million decrease in intermodal revenues and a $0.4 million decrease in landfill gas revenues on lower values for renewable energy credits.
Cost of Operations . Total cost of operations increased $69.7 million, or 5.7%, to $1.291 billion for the three months ended March 31, 2025, from $1.222 billion for the three months ended March 31, 2024. The increase was primarily the result of $66.4 million of additional operating costs from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, and an increase in operating costs at our existing operations of $12.3 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $7.9 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $1.1 million from operations divested during, or subsequent to, the three months ended March 31, 2024.
The increase in operating costs of $12.3 million, assuming foreign currency parity, at our existing operations for the three months ended March 31, 2025, consisted of higher labor and recurring incentive compensation expenses of $9.3 million, an increase in risk management expenses of $7.3 million, an increase in post-closure liability interest accretion expense of $4.7 million, an increase in benefits costs of $1.2 million, higher trucking costs of $0.9 million, an increase in truck, container, equipment and facility maintenance and repair expenses of $0.5 million and a net increase of other expenses of $2.4 million, partially offset by a decrease in fuel expense of $4.3 million due to lower diesel prices, a decrease in landfill monitoring and maintenance costs of $4.1 million, a decrease in disposal costs of $2.4 million, a decrease in fees paid for the processing of recyclable materials of $2.1 million and a decrease in subcontract expense of $1.1 million.
Cost of operations as a percentage of revenues decreased 1.0 percentage point to 58.0% for the three months ended March 31, 2025, from 59.0% for the three months ended March 31, 2024. The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, a 0.3 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations, a 0.3 percentage point decrease in disposal costs as a result of increased internalization in certain markets, a 0.3 percentage point decrease in fuel costs due to lower diesel prices and a 0.2 percentage point decrease in landfill monitoring and maintenance costs, partially offset by a 0.1 percentage point increase due to higher costs associated with other expenses.
SG&A . SG&A expenses increased $29.4 million, or 13.3%, to $250.1 million for the three months ended March 31, 2025, from $220.7 million for the three months ended March 31, 2024. The increase was comprised of an increase of $21.3 million, assuming foreign currency parity, at our existing operations and $9.7 million from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, partially offset by a decrease of $1.6 million resulting from a lower average foreign currency exchange rate in effect during the current period.
The increase in SG&A expenses at our existing operations of $21.3 million, assuming foreign currency parity, for the three months ended March 31, 2025, was comprised of an increase in incentive compensation expense of $9.7 million, an increase in professional fees of $6.2 million, higher administrative payroll expenses of $3.8 million, an increase in direct acquisition expenses of $2.1 million, a collective increase in travel, meetings and training expenses of $1.7 million and $0.1 million of other net expense increases, partially offset by a decrease in deferred compensation costs of $2.3 million due to a decrease in the market value of investments held to fund our deferred compensation liability.
SG&A expenses as a percentage of revenues increased 0.5 percentage points to 11.2% for the three months ended March 31, 2025, from 10.7% for the three months ended March 31, 2024. The increase as a percentage of revenues was primarily driven by a 0.4 percentage point increase in administrative payroll and incentive compensation and a 0.3 percentage point increase in professional fees, partially offset by a 0.2 percentage point decrease in SG&A expenses from acquisitions closed during, or subsequent to, the three months ended March 31, 2024.
Depreciation . Depreciation expense increased $19.6 million, or 8.8%, to $242.3 million for the three months ended March 31, 2025, from $222.7 million for the three months ended March 31, 2024. The increase was comprised of an increase in depreciation and depletion expense of $16.2 million from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, and an increase in depreciation expense of $11.1 million from the impact of additions to our fleet and equipment purchased to support our existing operations, partially offset by a decrease of $5.6 million in depletion expense, a decrease of $1.9 million resulting from a lower average foreign currency exchange rate in effect
36
Table of Contents
during the current period and a decrease of $0.2 million from operations divested during, or subsequent to, the three months ended March 31, 2024.
Depreciation expense as a percentage of revenues increased 0.2 percentage points to 10.9% for the three months ended March 31, 2025, from 10.7% for the three months ended March 31, 2024. The increase as a percentage of revenues was primarily attributable to increased capital expenditures to support our existing operations and acquisitions closed during, or subsequent to, the three months ended March 31, 2024 having higher depreciation expense as a percentage of revenue than our company average, partially offset by the impact of decreased depletion expenses as a result of lower landfill volumes.
Amortization of Intangibles . Amortization of intangibles expense increased $7.3 million, or 18.2%, to $47.6 million for the three months ended March 31, 2025, from $40.3 million for the three months ended March 31, 2024. The increase was the result of $11.6 million from intangible assets acquired in acquisitions closed during, or subsequent to, the three months ended March 31, 2024, partially offset by a decrease of $3.8 million from certain intangible assets becoming fully amortized subsequent to March 31, 2024 and a decrease of $0.5 million due to a lower average foreign currency exchange rate in effect during the current period.
Amortization of intangibles expense as a percentage of revenues increased 0.2 percentage points to 2.1% for the three months ended March 31, 2025, from 1.9% for the three months ended March 31, 2024. The increase as a percentage of revenues was primarily attributable to acquisitions closed during, or subsequent to, the three months ended March 31, 2024 having higher amortization expense as a percentage of revenue than our company average, partially offset by price-driven revenue increases in our solid waste services.
Impairments and Other Operating Items . Impairments and other operating items increased $6.0 million, to net losses totaling $6.4 million for the three months ended March 31, 2025, from net losses totaling $0.4 million for the three months ended March 31, 2024.
The net losses of $6.4 million recorded during the three months ended March 31, 2025 consisted of $3.8 million of net losses from operations divested during the current period, losses of $1.3 million on the disposal of an investment, losses of $0.7 million on the disposal of property and equipment and losses of $0.7 million from writing off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, partially offset by other net gains of $0.1 million.
The net losses of $0.4 million recorded during the three months ended March 31, 2024 consisted of $1.1 million of net losses on the disposal of property and equipment and $0.6 million of other net adjustments, partially offset by $1.3 million gain from favorable lawsuit settlements.
Operating Income . Operating income increased $23.4 million, or 6.4%, to $390.2 million for the three months ended March 31, 2025, from $366.8 million for the three months ended March 31, 2024.
The increase in our operating income for the three months ended March 31, 2025 was due primarily to price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, and the benefit of lower fuel costs due to lower diesel prices.
Operating income as a percentage of revenues decreased 0.2 percentage points to 17.5% for the three months ended March 31, 2025, from 17.7% for the three months ended March 31, 2024. The decrease as a percentage of revenues was comprised of a 0.5 percentage point increase in selling, general and administrative expenses, a 0.3 percentage point increase in impairments and other operating items, a 0.2 percentage point increase in depreciation expense and a 0.2 percentage point increase in amortization expense, partially offset by a 1.0 percentage point decrease in cost of operations.
Interest Expense . Interest expense increased $2.4 million, or 3.0%, to $80.9 million for the three months ended March 31, 2025, from $78.5 million for the three months ended March 31, 2024. The increase was primarily attributable to an increase of $5.3 million from the issuance of $750.0 million of senior unsecured notes in the prior period and an increase of $3.9 million from the issuance of CAD $500.0 million of senior unsecured notes subsequent to the prior period, partially offset by a decrease of $5.7 million from lower interest rates on borrowings outstanding during the comparable periods, a
37
Table of Contents
decrease of $0.6 million due to a decrease in the average borrowings outstanding under our credit facilities during the three months ended March 31, 2025 and $0.5 million of other net expense decreases.
Interest Income . Interest income decreased $0.3 million, or 13.7%, to $1.8 million for the three months ended March 31, 2025, from $2.1 million for the three months ended March 31, 2024. The decrease was primarily attributable to lower average investment rates in the current periods.
Other Income (Expense), Net . Other income (expense), net increased $3.7 million to an income total of $1.9 million for the three months ended March 31, 2025, from an expense total of $1.8 million for the three months ended March 31, 2024.
Other income of $1.9 million recorded during the three months ended March 31, 2025 consisted of $2.5 million from proceeds on insurance claims and $1.3 million of gains from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period, partially offset by $1.5 million from a decrease in the value of investments purchased to fund our employee deferred compensation obligations and $0.4 million of other investment losses.
Other expense of $1.8 million recorded during the three months ended March 31, 2024 consisted of $2.3 million from the write off of unamortized loan fees as a result of the early extinguishment of our 2021 Revolving and Term Credit Agreement and 2022 Term Loan Agreement, $0.5 million from an increase in the average foreign currency exchange rate in effect during the comparable reporting period and $0.7 million of net losses from other sources, partially offset by $1.7 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations.
Income Tax Provision . Income taxes increased $12.1 million, to $71.5 million for the three months ended March 31, 2025, from $59.4 million for the three months ended March 31, 2024. Our effective tax rate for the three months ended March 31, 2025 was 22.8%. Our effective tax rate for the three months ended March 31, 2024 was 20.6%.
The income tax provision for the three months ended March 31, 2025 included a benefit of $4.6 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S. federal statutory rate.
The income tax provision for the three months ended March 31, 2024 included a benefit of $5.2 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S. federal statutory rate.
38
Table of Contents
SEGMENT RESULTS
General
No single contract or customer accounted for more than 10% of our total revenues at the consolidated or reportable segment level during the periods presented. The following table disaggregates our revenue by service line for the periods indicated (in thousands of U.S. dollars).
Three Months Ended March 31,
2025
2024
Commercial
$
712,460
$
642,859
Residential
571,619
546,211
Industrial and construction roll off
336,998
325,990
Total collection
1,621,077
1,515,060
Landfill
338,754
353,478
Transfer
319,269
301,882
Recycling
61,341
49,025
E&P
150,899
97,408
Intermodal and other
46,549
49,541
Intercompany
(309,713)
(293,741)
Total
$
2,228,176
$
2,072,653
For the three months ended March 31, 2025, we managed our operations through the following six geographic solid waste operating segments: Southern, Western, Eastern, Central, Canada and MidSouth. Our six geographic solid waste operating segments comprise our reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. Certain corporate or regional overhead expense allocations may affect comparability of the segment information presented herein on a period-over-period basis.
Our Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. We define segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items and other income (expense). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. Our management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.
Summarized financial information for our reportable segments are shown in the following tables in thousands of U.S. dollars and as a percentage of total segment revenue for the periods indicated.
Three Months Ended
Segment
EBITDA
March 31, 2025
Revenue
Expenses
EBITDA (b)
Margin
Southern
$
453,403
$
304,703
$
148,700
32.8
%
Western
438,401
326,056
112,345
25.6
%
Eastern
403,270
300,175
103,095
25.6
%
Central
373,383
241,674
131,709
35.3
%
Canada
302,731
167,159
135,572
44.8
%
MidSouth
256,988
188,070
68,918
26.8
%
Corporate (a)
—
13,740
(13,740)
—
$
2,228,176
$
1,541,577
$
686,599
30.8
%
39
Table of Contents
Three Months Ended
Segment
EBITDA
March 31, 2024
Revenue
Expenses
EBITDA (b)
Margin
Southern
$
418,946
$
290,534
$
128,412
30.7
%
Western
422,249
309,199
113,050
26.8
%
Eastern
360,063
265,047
95,016
26.4
%
Central
360,927
235,005
125,922
34.9
%
Canada
280,362
159,001
121,361
43.3
%
MidSouth
230,106
172,599
57,507
25.0
%
Corporate (a)
—
11,133
(11,133)
—
$
2,072,653
$
1,442,518
$
630,135
30.4
%
____________________
(a) The majority of Corporate expenses are allocated to the six operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA for our Corporate segment for the periods presented.
(b) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in our most recent Annual Report on Form 10-K.
A reconciliation of segment EBITDA to Income before income tax provision is included in Note 10 to our Condensed Consolidated Financial Statements included in Part 1, Item 1 of this report.
Significant changes in revenue, segment expenses and EBITDA for our reportable segments for the three month period ended March 31, 2025, compared to the three month period ended March 31, 2024, are discussed below.
Southern
Revenue increased $34.5 million to $453.4 million for the three months ended March 31, 2025, from $418.9 million for the three months ended March 31, 2024, due to contributions from acquisitions and price increases, partially offset by lower commercial collection revenues, a decrease in roll off volumes and lower residential collection volumes due to the purposeful non-renewal of certain contracts.
Segment expenses increased $14.2 million to $304.7 million for the three months ended March 31, 2025, from $290.5 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, an increase in allocated corporate overhead, higher risk management costs, higher labor costs and an increase in landfill monitoring and maintenance costs , partially offset by lower disposal expense and a decrease in expenses from operations divested during the current period.
EBITDA increased $20.3 million to $148.7 million, or a 32.8% EBITDA margin for the three months ended March 31, 2025, from $128.4 million, or a 30.7% EBITDA margin for the three months ended March 31, 2024. The increase in our EBITDA margin was due to price-led increases in revenue, the purposeful non-renewal of certain residential contracts with lower EBITDA margins than our segment average, the impact of acquisitions having higher EBITDA margins than our segment average, lower disposal costs as a result of increased internalization in certain markets, and the benefit of lower fuel costs due to lower diesel prices, partially offset by higher risk management costs, increased landfill monitoring and maintenance costs and higher allocated corporate overhead relative to revenue.
Western
Revenue increased $16.2 million to $438.4 million for the three months ended March 31, 2025, from $422.2 million for the three months ended March 31, 2024, due to price increases, contributions from acquisitions and increases in commercial collection volumes, partially offset by a decrease from an operation closed subsequent to the prior period, a decline in intermodal revenues and lower recyclable commodity revenues due to a decrease in commodity values.
40
Table of Contents
Segment expenses increased $16.9 million to $326.1 million for the three months ended March 31, 2025, from $309.2 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, increased labor and benefits costs, an increase in allocated corporate overhead, increased operating costs associated with higher collection volumes and higher risk management expenses, partially offset by a decrease from an operation closed subsequent to the prior period and lower landfill monitoring and maintenance costs.
EBITDA decreased $0.8 million to $112.3 million, or a 25.6% EBITDA margin for the three months ended March 31, 2025, from $113.1 million, or a 26.8% EBITDA margin for the three months ended March 31, 2024. The decrease in our EBITDA margin was due to an operation closed subsequent to the prior period and an increase in allocated overhead expenses relative to revenue, partially offset by a decrease in landfill monitoring and maintenance costs relative to revenue, decreased expenses for uncollectible accounts receivable and the impact of acquisitions having higher EBITDA margins than our segment average.
Eastern
Revenue increased $43.2 million to $403.3 million for the three months ended March 31, 2025, from $360.1 million for the three months ended March 31, 2024, due to contributions from acquisitions and price increases, partially offset by decreases in hauling and post-collection volumes and a decrease in recyclable commodity revenues as compared to the prior period.
Segment expenses increased $35.1 million to $300.2 million for the three months ended March 31, 2025, from $265.1 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, increases in allocated corporate overhead, an increase in truck, container, equipment and facility maintenance and repair expenses , an increase in labor and higher risk management expenses, partially offset by a decrease in landfill monitoring and maintenance costs, lower fuel costs and decreased trucking costs due to lower transfer volumes.
EBITDA increased $8.1 million to $103.1 million, or a 25.6% EBITDA margin for the three months ended March 31, 2025, from $95.0 million, or a 26.4% EBITDA margin for the three months ended March 31, 2024. The decrease in our EBITDA margin was due primarily to higher allocated corporate overhead relative to revenue, an increase in truck, container, equipment and facility maintenance and repair expenses , higher risk management expenses and labor costs relative to revenue, partially offset by price-led revenue growth, the benefits of lower fuel costs due to lower diesel prices and a decrease in landfill monitoring and maintenance costs relative to revenue.
Central
Revenue increased $12.5 million to $373.4 million for the three months ended March 31, 2025, from $360.9 million for the three months ended March 31, 2024, due to price increases and contributions from acquisitions, partially offset by lower hauling and post-collection volumes and a decrease in recyclable commodity revenues as compared to the prior period due to a decrease in commodity values.
Segment expenses increased $6.7 million to $241.7 million for the three months ended March 31, 2025, from $235.0 million for the three months ended March 31, 2024, due to an increase in labor and benefits expenses, higher risk management costs, an increase in allocated corporate overhead and higher travel, meetings and training expenses.
EBITDA increased $5.8 million to $131.7 million, or a 35.3% EBITDA margin for the three months ended March 31, 2025, from $125.9 million, or a 34.9% EBITDA margin for the three months ended March 31, 2024. The increase in our EBITDA margin was due to price-led revenue growth and the benefits of lower fuel costs due to lower diesel prices, partially offset by higher allocated corporate overhead and higher risk management costs relative to revenue.
Canada
Revenue increased $22.3 million to $302.7 million for the three months ended March 31, 2025, from $280.4 million for the three months ended March 31, 2024, due to contributions from acquisitions and price increases, partially offset by
41
Table of Contents
a decrease in commercial and residential collection volumes and lower landfill gas sales primarily from lower renewable energy credits.
Segment expenses increased $8.2 million to $167.2 million for the three months ended March 31, 2025, from $159.0 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, higher labor and benefits costs and increased trucking costs, partially offset by decreased expenses for uncollectible accounts receivable.
EBITDA increased $14.2 million to $135.6 million, or a 44.8% EBITDA margin for the three months ended March 31, 2025, from $121.4 million, or a 43.3% EBITDA margin for the three months ended March 31, 2024. The increase in our EBITDA margin was due to price-led increases in revenue, the impact of acquisitions having higher EBITDA margins than our segment average and lower risk management expenses relative to revenue, partially offset by the impact of lower landfill gas revenues.
MidSouth
Revenue increased $26.9 million to $257.0 million for the three months ended March 31, 2025, from $230.1 million for the three months ended March 31, 2024, due to contributions from acquisitions, price increases and an increase in recyclable commodity revenues due to an increase in recycling volumes, partially offset by a decrease in roll off and residential collection volumes.
Segment expenses increased $15.5 million to $188.1 million for the three months ended March 31, 2025, from $172.6 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, higher labor and benefits expenses, increases in allocated corporate overhead and higher risk management costs, partially offset by lower fuel costs due to lower diesel prices.
EBITDA increased $11.4 million to $68.9 million, or a 26.8% EBITDA margin for the three months ended March 31, 2025, from $57.5 million, or a 25.0% EBITDA margin for the three months ended March 31, 2024. The increase in our EBITDA margin was due primarily to price-led revenue growth, benefits of lower fuel costs due to lower diesel prices and a decrease in fees paid for the processing of recyclable materials relative to revenue, partially offset by an increase in landfill monitoring and maintenance costs and higher risk management costs relative to revenue.
Corporate
Segment expenses increased $2.6 million to $13.7 million for the three months ended March 31, 2025, from $11.1 million for the three months ended March 31, 2024, due to increased incentive compensation costs, higher administrative payroll costs to support continued growth in the business, increased professional fees and an increase in direct acquisition expenses, partially offset by increased allocation of costs to our operating segments and a decrease in deferred compensation costs. EBITDA decreased $2.6 million for the three months ended March 31, 2025, as compared to the prior period, due to the increase in segment expenses.
42
Table of Contents
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth cash flow information for the three months ended March 31, 2025 and 2024 (in thousands of U.S. dollars):
Three Months Ended
March 31,
2025
2024
Net cash provided by operating activities
$
541,539
$
490,309
Net cash used in investing activities
(603,211)
(1,334,579)
Net cash provided by financing activities
113,379
878,477
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(434)
(577)
Net increase in cash, cash equivalents and restricted cash
51,273
33,630
Cash, cash equivalents and restricted cash at beginning of period
198,173
184,038
Cash, cash equivalents and restricted cash at end of period
$
249,446
$
217,668
Operating Activities Cash Flows
Net cash provided by operating activities increased $51.2 million to $541.5 million for the three months ended March 31, 2025, from net cash provided by operating activities of $490.3 million for the three months ended March 31, 2024. The significant components of the increase included the following:
1) Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $46.9 million from an increase in net income, excluding depreciation, amortization of intangibles, share-based compensation, adjustments to closure and post-closure liabilities, adjustments to and payments of contingent consideration, interest accretion and loss on disposal of assets and impairments, due primarily to price increases, operating income generated from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, and the benefit of lower fuel costs due to lower diesel prices.
2) Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was favorably impacted by $28.5 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in a decrease to operating cash flows of $31.1 million for the three months ended March 31, 2025, compared to a decrease to operating cash flows of $59.6 million for the three months ended March 31, 2024. The decrease for the three months ended March 31, 2025 was due primarily to outstanding obligations to vendors and accrued annual management bonus compensation as of December 31, 2024 that were paid in the current year period, partially offset by an increase in accrued insurance costs and an increase in accrued payroll. The decrease for the three months ended March 31, 2024 was due primarily to outstanding obligations to vendors and accrued annual management bonus compensation as of December 31, 2023 that were paid in the current year period, partially offset by an increase in accrued insurance costs and an increase in accrued interest due to the timing of interest payments.
3) Deferred revenue — Our increase in net cash provided by operating activities was favorably impacted by $17.8 million from deferred revenue as changes in deferred revenue resulted in an increase to operating cash flows of $21.9 million for the three months ended March 31, 2025, compared to an increase to operating cash flows of $4.1 million for the three months ended March 31, 2024. For both comparative periods, deferred revenue increased due to price increases on our advanced billed residential and commercial collection services.
4) Closure and post-closure expenditures — Our increase in net cash provided by operating activities was unfavorably impacted by $43.0 million from an increase in payments for closure and post-closure activities as changes in expenditures for these items resulted in a decrease to operating cash flows of $71.9 million for the three months ended March 31, 2025, compared to a decrease in operating cash flows of $28.9 million for the three months ended March 31, 2024.
5) Accounts receivable — Our increase in net cash provided by operating activities was unfavorably impacted by $7.3 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows of $1.9 million for the three months ended March 31, 2025, compared to an increase to operating cash flows of $5.4 million for the three months ended March 31, 2024. The decrease for the three months ended March 31, 2025 was due to increases in revenue, which remained as outstanding receivables at the end of the period, and
43
Table of Contents
one fewer collection day in the period. The increase for the three months ended March 31, 2024 was due to an additional collection day in the period, partially offset by increases in revenue, which remained as outstanding receivables at the end of the period.
At March 31, 2025, we had a working capital deficit of $548.4 million, including cash and equivalents of $111.2 million. Our working capital deficit decreased $103.5 million from a working capital deficit of $651.9 million at December 31, 2024 including cash and equivalents of $62.4 million, due primarily to an increase in cash and cash equivalents, de creases in accounts payable and accrued liabilities driven by accrued annual management bonus compensation that was paid in the current year period and an increase in accounts receivables as a result of increases in revenue, partially offset by an increase in deferred revenue. To date, we have experienced no loss or lack of access to our cash and equivalents; however, we can provide no assurances that access to our cash and equivalents will not be impacted by adverse conditions in the financial markets. Our strategy in managing our working capital is generally to apply the cash generated from our operations that remains after satisfying our working capital and capital expenditure requirements, along with share repurchase and dividend programs, to reduce the unhedged portion of our indebtedness under our Revolving Credit Agreement and to minimize our cash balances.
Investing Activities Cash Flows
Net cash used in investing activities decreased $731.4 million to $603.2 million for the three months ended March 31, 2025, from $1.335 billion for the three months ended March 31, 2024. The significant components of the decrease included the following:
1) A decrease in cash paid for acquisitions of $776.0 million; less
2) An increase in capital expenditures at operations owned in the comparable period of $31.0 million due to expenditures for trucks and equipment and landfill site costs, partially offset by a decrease in expenditures for land and facility improvements, containers and compactors; and
3) An increase in capital expenditures at operations acquired during the comparable period of $11.5 million due to expenditures for trucks and equipment, landfill site costs and facility improvements.
Financing Activities Cash Flows
Net cash provided by financing activities decreased $765.1 million to $113.4 million for the three months ended March 31, 2025, from $878.5 million for the three months ended March 31, 2024. The significant components of the decrease included the following:
1) A decrease from the net change in long-term borrowings of $760.8 million in which long-term borrowings increased $242.1 million during the three months ended March 31, 2025 and increased $1.003 billion during the three months ended March 31, 2024;
2) A decrease from higher payments of contingent consideration of $8.8 million not included in earnings that occurred during the three months ended March 31, 2025; and
3) A decrease from higher cash dividends paid of $7.9 million due primarily to an increase in our quarterly dividend rate for the three months ended March 31, 2025 to $0.315 per share, from $0.285 per share for the three months ended March 31, 2024; less
4) An increase from lower payments related to the issuance of debt of $10.1 million that occurred during the three months ended March 31, 2024.
On July 23, 2024, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,901,981 of our common shares during the period of August 12, 2024 to August 11, 2025 or until such earlier time as the NCIB is completed or terminated at our option. Shareholders may obtain a copy of our TSX Form 12 – Notice of Intention to Make a Normal Course Issuer Bid, without charge, by request directed to our Executive Vice President and Chief Financial Officer at (832) 442-2200. The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of our common shares, any share buyback taxes applicable and overall market conditions. All common shares purchased under the NCIB will be immediately cancelled following their repurchase. Information regarding our NCIB
44
Table of Contents
can be found under the section “Normal Course Issuer Bid” in Note 16 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Our Board of Directors authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In October 2024, we announced that our Board of Directors increased our regular quarterly cash dividend by $0.03, from $0.285 to $0.315 per share. Cash dividends of $81.5 million and $73.6 million were paid during the three months ended March 31, 2025 and 2024, respectively. We cannot assure as to the amounts or timing of future dividends.
Our business is capital intensive. Our capital requirements include acquisitions and capital expenditures, including for landfill cell construction, landfill development, landfill closure activities and intermodal facility construction in the future. We made $212.5 million in capital expenditures for property and equipment during the three months ended March 31, 2025, and we expect to make total capital expenditures for property and equipment in 2025 of between approximately $1.200 billion and $1.225 billion, including $100 million to $150 million for renewable natural gas facilities. We have funded and intend to fund the balance of our planned 2025 capital expenditures principally through cash on hand, internally generated funds and borrowings under our Revolving Credit Agreement. In addition, we may make substantial additional capital expenditures in acquiring land and solid waste businesses. If we acquire additional landfill disposal facilities, we may also have to make significant expenditures to bring them into compliance with applicable regulatory requirements, obtain permits or expand our available disposal capacity. We cannot currently determine the amount of these expenditures because they will depend on the number, nature, condition and permitted status of any acquired landfill disposal facilities. We believe that our cash and equivalents, Revolving Credit Agreement and the funds we expect to generate from operations will provide adequate cash to fund our working capital and other cash needs for the foreseeable future. However, disruptions in the capital and credit markets could adversely affect our ability to draw on our Revolving Credit Agreement or raise other capital. Our access to funds under the Revolving Credit Agreement is dependent on the ability of the banks that are parties to the agreement to meet their funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time.
At March 31, 2025, $2.480 billion under the revolving credit facility was outstanding under the Revolving Credit Agreement, exclusive of outstanding standby letters of credit of $56.1 million. We also had $111.9 million of letters of credit issued and outstanding at March 31, 2025 under a facility other than the Revolving Credit Agreement. Our Revolving Credit Agreement matures on February 27, 2029.
We are a well-known seasoned issuer with an effective shelf registration statement on Form S-3 filed in October 2024, which registers an unspecified amount of debt securities, including debentures, notes or other types of debt. In the future, we may issue debt securities under our shelf registration statement or in private placements from time to time on an opportunistic basis, based on market conditions and available pricing. Unless otherwise indicated in the relevant offering documents, we expect to use the proceeds from any such offerings for general corporate purposes, including repaying, redeeming or repurchasing debt, acquiring additional assets or businesses, capital expenditures and increasing our working capital.
45
Table of Contents
At March 31, 2025, we had the following contractual obligations:
Payments Due by Period
(amounts in thousands of U.S. dollars)
Less Than
1 to 3
Over 5
Recorded Obligations
Total
1 Year
Years
3 to 5 Years
Years
Long-term debt
$
8,465,186
$
7,657
$
12,642
$
4,436,703
$
4,008,184
Cash interest payments
$
2,693,806
$
330,685
$
674,521
$
506,920
$
1,181,680
Contingent consideration
$
90,201
$
47,261
$
10,974
$
3,224
$
28,742
Operating leases
$
387,949
$
40,025
$
99,214
$
74,363
$
174,347
Final capping, closure and post-closure
$
2,608,423
$
185,118
$
247,201
$
77,555
$
2,098,549
____________________
Long-term debt payments include:
1) $2.480 billion in principal payments due February 27, 2029 related to our revolving credit facility under our Revolving Credit Agreement. We may elect to draw amounts on our Revolving Credit Agreement in U.S. dollar term SOFR rate loans, U.S. dollar base rate loans, Canadian dollar term CORRA rate loans, and Canadian dollar prime rate loans. At March 31, 2025, $1.705 billion of the outstanding borrowings drawn under the revolving credit facility were in U.S. term SOFR rate loans, which bear interest at the term SOFR rate plus the applicable margin (for a total rate ranging from 5.42% to 5.43% on such date). At March 31, 2025, $20.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S. base rate loans, which bear interest at the base rate plus the applicable margin (for a total rate of 7.50% on such date). At March 31, 2025, $744.3 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based CORRA rate loans, which bear interest at the term CORRA rate plus the applicable margin (for a total rate ranging from 4.02% to 4.21% on such date). At March 31, 2025, $10.4 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based prime rate loans, which bear interest at the Canadian prime rate plus the applicable prime rate margin (for a total rate of 4.95% on such date).
2) $500.0 million in principal payments due 2028 related to our 2028 Senior Notes. The 2028 Senior Notes bear interest at a rate of 4.25%.
3) $500.0 million in principal payments due 2029 related to our 2029 Senior Notes. The 2029 Senior Notes bear interest at a rate of 3.50%.
4) $347.8 million in principal payments due 2029 related to our New 2029 Senior Notes. The New 2029 Senior Notes bear interest at a rate of 4.50%.
5) $600.0 million in principal payments due 2030 related to our 2030 Senior Notes. The 2030 Senior Notes bear interest at a rate of 2.60%.
6) $650.0 million in principal payments due 2032 related to our 2032 Senior Notes. The 2032 Senior Notes bear interest at a rate of 2.20%.
7) $500.0 million in principal payments due 2032 related to our New 2032 Senior Notes. The New 2032 Senior Notes bear interest at a rate of 3.20%.
8) $750.0 million in principal payments due 2033 related to our 2033 Senior Notes. The 2033 Senior Notes bear interest at a rate of 4.20%.
9) $750.0 million in principal payments due 2034 related to our 2034 Senior Notes. The 2034 Senior Notes bear interest at a rate of 5.00%.
10) $500.0 million in principal payments due 2050 related to our 2050 Senior Notes. The 2050 Senior Notes bear interest at a rate of 3.05%.
46
Table of Contents
11) $850.0 million in principal payments due 2052 related to our 2052 Senior Notes. The 2052 Senior Notes bear interest at a rate of 2.95%.
12) $29.3 million in principal payments related to our notes payable to sellers and other third parties. Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at March 31, 2025, and have maturity dates ranging from 2028 to 2044.
13) $8.3 million in principal payments related to our financing leases. Our financing leases bear interest at rates between 1.89% and 5.07% at March 31, 2025, and have expiration dates ranging from 2026 to 2029.
The following assumptions were made in calculating cash interest payments:
1) We calculated cash interest payments on the Revolving Credit Agreement using the term SOFR rate plus the applicable term SOFR margin, the base rate plus the applicable base rate margin, the term CORRA rate plus the applicable margin and the Canadian prime rate plus the applicable prime rate margin at March 31, 2025. We assumed the Revolving Credit Agreement is paid off when it matures in February 2029.
2) We calculated cash interest payments on our interest rate swaps using the stated interest rate in the swap agreement less the term SOFR rate through the earlier expiration of the term of the swaps or the term of the credit facility.
Contingent consideration payments include $75.3 million recorded as liabilities in our Condensed Consolidated Financial Statements at March 31, 2025, and $14.9 million of future interest accretion on the recorded obligations.
We are party to operating lease agreements and finance leases. These lease agreements are established in the ordinary course of our business and are designed to provide us with access to facilities and equipment at competitive, market-driven prices.
The estimated final capping, closure and post-closure expenditures presented above are in current dollars.
Amount of Commitment Expiration Per Period
(amounts in thousands of U.S. dollars)
Less Than
1 to 3
3 to 5
Over 5
Unrecorded Obligations (1)
Total
1 Year
Years
Years
Years
Unconditional purchase obligations
$
177,960
$
125,057
$
51,971
$
932
$
—
____________________
(1) We are party to unconditional purchase obligations. These purchase obligations are established in the ordinary course of our business and are designed to provide us with access to products at competitive, market-driven prices. At March 31, 2025, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 59.1 million gallons remaining to be purchased for a total of $178.0 million. The current fuel purchase contracts expire on or before September 30, 2029. These arrangements have not materially affected our financial position, results of operations or liquidity during the three months ended March 31, 2025, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.
We have obtained financial surety bonds, primarily to support our financial assurance needs and landfill and E&P waste operations. We provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $2.022 billion and $2.011 billion at March 31, 2025 and December 31, 2024, respectively. These arrangements have not materially affected our financial position, results of operations or liquidity during the three months ended March 31, 2025, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.
From time to time, we evaluate our existing operations and their strategic importance to us. If we determine that a given operating unit does not have future strategic importance, we may sell or otherwise dispose of those operations. Although we believe our reporting units would not be impaired by such dispositions, we could incur losses on them.
47
Table of Contents
The disposal tonnage that we received in the three month periods ended March 31, 2025 and 2024, at all of our landfills during the respective period, is shown below (tons in thousands):
Three Months Ended March 31,
2025
2024
Number
Total
Number
Total
of Sites
Tons
of Sites
Tons
Owned operational landfills and landfills operated under life-of-site agreements
106
11,551
105
11,820
Operated landfills
7
155
7
170
113
11,706
112
11,990
48
Table of Contents
NON-GAAP FINANCIAL MEASURES
Adjusted Free Cash Flow
We present adjusted free cash flow, a non-GAAP financial measure, supplementally because it is widely used by investors as a liquidity measure in the solid waste industry. We calculate 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. We further adjust this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of our 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. Our adjusted free cash flow for the three month periods ended March 31, 2025 and 2024, are calculated as follows (amounts in thousands of U.S. dollars):
Three Months Ended
March 31,
2025
2024
Net cash provided by operating activities
$
541,539
$
490,309
Less: Change in book overdraft
(110)
(271)
Plus: Proceeds from disposal of assets
969
1,085
Less: Capital expenditures for property and equipment
(212,455)
(169,951)
Adjustments:
Transaction-related expenses (a)
2,392
4,976
Pre-existing Progressive Waste share-based grants (b)
16
14
Executive separation costs (c)
449
—
Tax effect (d)
(725)
(1,369)
Adjusted free cash flow
$
332,075
$
324,793
____________________
(a) Reflects the addback of acquisition-related transaction costs.
(b) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.
(c) Reflects the cash component of severance expense associated with an executive departure from 2023.
(d) The aggregate tax effect of footnotes (a) through (c) is calculated based on the applied tax rates for the respective periods.
49
Table of Contents
Adjusted EBITDA
We present adjusted EBITDA, a non-GAAP financial measure, 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. Our adjusted EBITDA for the three month periods ended March 31, 2025 and 2024, are calculated as follows (amounts in thousands of U.S. dollars):
Three Months Ended
March 31,
2025
2024
Net income attributable to Waste Connections
$
241,510
$
230,054
Less: Net loss attributable to noncontrolling interests
—
(927)
Plus: Income tax provision
71,467
59,413
Plus: Interest expense
80,875
78,488
Less: Interest income
(1,770)
(2,051)
Plus: Depreciation and amortization
289,949
262,981
Plus: Closure and post-closure accretion
11,874
9,405
Plus: Impairments and other operating items
6,440
354
Plus (less): Other expense (income), net
(1,872)
1,823
Adjustments:
Plus: Transaction-related expenses (a)
11,970
9,847
Plus: Fair value changes to equity awards (b)
1,770
1,286
Adjusted EBITDA
$
712,213
$
650,673
____________________
(a) Reflects the addback of acquisition-related transaction costs.
(b) Reflects fair value accounting changes associated with certain equity awards .
50
Table of Contents
Adjusted Net Income Attributable to Waste Connections and Adjusted Net Income per Diluted Share Attributable to Waste Connections
We present adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections, both non-GAAP financial measures, 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 our operations. We provide 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 our 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. Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the three month periods ended March 31, 2025 and 2024, are calculated as follows (amounts in thousands of U.S. dollars, except per share amounts):
Three Months Ended
March 31,
2025
2024
Reported net income attributable to Waste Connections
$
241,510
$
230,054
Adjustments:
Amortization of intangibles (a)
47,642
40,290
Impairments and other operating items (b)
6,440
354
Transaction-related expenses (c)
11,970
9,847
Fair value changes to equity awards (d)
1,770
1,286
Tax effect (e)
(16,212)
(13,162)
Adjusted net income attributable to Waste Connections
$
293,120
$
268,669
Diluted earnings per common share attributable to Waste Connections’ common shareholders:
Reported net income
$
0.93
$
0.89
Adjusted net income
$
1.13
$
1.04
____________________
(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.
INFLATION
In the current environment, we have seen inflationary pressures resulting from higher fuel, materials or labor costs in certain markets and higher resulting third-party costs in areas such as brokerage, repairs and construction. Additionally, significant changes in trade policies, including tariffs in the U.S. or retaliatory policies in other countries, including Canada, may increase the cost of certain equipment we purchase in the U.S. and Canada. Consistent with industry practice, many of our contracts allow us to pass through certain costs to our customers, including increases in landfill tipping fees and, in some cases, fuel costs. To the extent that there are decreases in fuel costs, in some cases, a portion of these reductions are passed through to customers in the form of lower fuel and material surcharges. We believe that, over time, we should be able to increase prices to offset many cost increases that result from inflation and any potential impact from changes in trade policies or tariffs within the ordinary course of business. However, competitive pressures or delays in the timing of rate increases under certain of our contracts may require us to absorb at least part of these cost increases, especially if cost increases exceed the average rate of inflation. Management’s estimates associated with inflation have an impact on our accounting for landfill liabilities.
51
Table of Contents
SEASONALITY
Based on historic trends, excluding any impact from an economic recession, we would expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters and lower in the fourth quarter than in the second and third quarters. This seasonality reflects (a) the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during winter months in Canada and the U.S. and (b) reduced E&P activity during harsh weather conditions, with expected fluctuation due to such seasonality between our highest and lowest quarters of approximately 10%. In addition, some of our operating costs may be higher in the winter months. Adverse winter weather conditions slow waste collection activities, resulting in higher labor and operational costs. Greater precipitation in the winter increases the weight of collected municipal solid waste, resulting in higher disposal costs, which are calculated primarily on a per ton basis.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.