Waste Connections Profits Off Despite Revenue Gains

Date: October 21, 2008

Source: Waste Connections, Inc.

Waste Connections Reports Third Quarter 2008 Results

Waste Connections, Inc. (NYSE: WCN) today announced its results for the third quarter 2008. Revenue totaled $272.7 million, an 8.7% increase over revenue of $250.8 million in the year ago period. Operating income was $56.7 million versus $57.1 million in the third quarter of 2007. Net income in the quarter was $28.3 million, or $0.41 per share on a diluted basis of 68.5 million shares. In the year ago period, the Company reported net income of $28.7 million and diluted earnings per share of $0.41. Non-cash costs for equity-based compensation and amortization of acquisition-related intangibles were $3.4 million ($2.0 million net of taxes, or approximately $0.03 per share) in the quarter compared to $2.6 million ($1.6 million net of taxes, or approximately $0.02 per share) in the year ago period.

"Pricing strength and operational improvements continue to help us offset most of the impact of higher fuel costs and a weakening economy. While that has been the theme for 2008, we now look ahead and are both encouraged by declining fuel costs and extremely pleased with the building blocks now in place for future growth. The LeMay acquisition, our largest single transaction with revenue of approximately $100 million and expected to close in November, will solidly expand our presence in what we believe are the more attractive exclusive markets on the West Coast," said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer. "Our recently completed equity and note offerings provide us the strongest balance sheet in our sector and uniquely position us with the available capital necessary to fund additional acquisitions, which may include divestitures resulting from the potential merger between Republic Services and Allied Waste."

For the nine months ended September 30, 2008, revenue was $790.0 million, a 11.1% increase over revenue of $710.8 million in the year ago period. Operating income was $163.1 million versus $157.3 million for the same period in 2007. Net income for the nine months ended September 30, 2008, was $77.6 million, or $1.14 per share on a diluted basis of 68.2 million shares. In the year ago period, the Company reported net income of $76.3 million, or $1.08 per share on a diluted basis of 70.4 million shares. Non-cash costs for equity-based compensation and amortization of acquisition-related intangibles for the nine months ended September 30, 2008, were $10.1 million ($6.1 million net of taxes, or approximately $0.09 per share) compared to $7.8 million ($4.7 million net of taxes, or approximately $0.07 per share) in the year ago period.

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 and through a link on the Company's web site at www.wasteconnections.com. A playback of the call will be available at both of these sites.

For non-GAAP measures, see accompanying Non-GAAP Reconciliation Schedule.

Waste Connections, Inc. is an integrated solid waste services company that provides solid waste collection, transfer, disposal and recycling services in mostly secondary markets in the Western and Southern U.S. The Company serves more than one million residential, commercial and industrial customers from a network of operations in 23 states. The Company also provides intermodal services for the movement of containers in the Pacific Northwest. Waste Connections, Inc. was founded in September 1997 and is headquartered in Folsom, California.

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 web site or through contacting us directly at (916) 608-8200.

Certain statements contained in this press release are forward-looking in nature. 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. 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, the following: (1) we may be unable to compete effectively with larger and better capitalized companies and governmental service providers; (2) downturns in the U.S. economy adversely affect operating results; (3) our results are vulnerable to economic conditions and seasonal factors affecting the regions in which we operate; (4) we may lose contracts through competitive bidding, early termination or governmental action; (5) price increases may not be adequate to offset the impact of increased costs or may cause us to lose volume; (6) increases in the price of fuel may adversely affect our business and reduce our operating margins; (7) increases in labor and disposal and related transportation costs could impact our financial results; (8) increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (9) efforts by labor unions could divert management attention and adversely affect operating results; (10) competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (11) our growth and future financial performance depend significantly on our ability to integrate acquired businesses into our organization and operations; (12) our acquisitions may not be successful, resulting in changes in strategy, operating losses or a loss on sale of the business acquired; (13) our indebtedness could adversely affect our financial condition; we may incur substantially more debt in the future; (14) each business that we acquire or have acquired may have liabilities that we fail or are unable to discover, including environmental liabilities; (15) liabilities for environmental damage may adversely affect our financial condition, business and earnings; (16) our accruals for our landfill site closure and post-closure costs may be inadequate; (17) we depend significantly on the services of the members of our senior, regional and district management team, and the departure of any of those persons could cause our operating results to suffer; (18) our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (19) we may be subject in the normal course of business to judicial, administrative or other third party proceedings that could interrupt our operations, require expensive remediation, result in adverse judgments, settlements or fines and create negative publicity; (20) because we depend on railroads for our intermodal operations, our operating results and financial condition are likely to be adversely affected by any reduction or deterioration in rail service; (21) we may incur additional charges related to capitalized expenditures, which would decrease our earnings; (22) our financial results are based upon estimates and assumptions that may differ from actual results; and (23) the adoption of new accounting standards or interpretations could adversely affect our financial results. These risks and uncertainties, as well as others, are discussed in greater detail in our filings with the Securities and Exchange Commission, including our recent Form S-3 Registration Statement and the related Prospectus Supplement and our most recent Annual Report on Form 10-K. 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 -



                           Waste Connections, Inc.
                      Consolidated Statements of Income
           Three And Nine Months Ended September 30, 2007 And 2008
                                 (Unaudited)
              (in thousands, except share and per share amounts)



                                Three months ended         Nine months ended
                                    September 30,             September 30,
                                 2007         2008         2007         2008

    Revenues                   $250,775     $272,702     $710,811    $790,035
    Operating expenses:
      Cost of operations        145,790      164,548      416,234     473,542
      Selling, general and
       administrative            25,782       27,009       74,482      81,164
      Depreciation and
       amortization              22,196       24,389       62,716      71,677
      Loss (gain) on
       disposal of assets           (97)          61           95         569
    Operating income             57,104       56,695      157,284     163,083

    Interest expense, net        (8,717)      (8,742)     (24,830)    (26,981)
    Minority interests           (4,175)      (3,813)     (11,145)    (10,992)
    Other income (expense), net    (174)        (448)         243        (115)
    Income before income taxes   44,038       43,692      121,552     124,995

    Income tax provision        (15,356)     (15,419)     (45,225)    (47,370)
    Net income                  $28,682      $28,273      $76,327     $77,625

    Basic earnings per
     common share                 $0.42        $0.42        $1.12       $1.16

    Diluted earnings per
     common share                 $0.41        $0.41        $1.08       $1.14

    Shares used in the per
     share calculations:
      Basic                  68,022,587   66,897,781   68,358,534  66,745,119
      Diluted                69,868,793   68,532,005   70,350,770  68,192,175



                           Waste Connections, Inc.
                    Condensed Consolidated Balance Sheets
                                 (Unaudited)
              (in thousands, except share and per share amounts)



                                                   December 31,  September 30,
                                                       2007          2008
    ASSETS
    Current assets:
      Cash and equivalents                           $10,298       $366,124
      Accounts receivable, net of allowance for
       doubtful accounts of $4,387 and $3,605
       at December 31, 2007 and September 30, 2008,
       respectively                                  123,882        125,729
      Deferred income taxes                           14,732         17,006
      Prepaid expenses and other current assets       21,953         24,787
        Total current assets                         170,865        533,646

    Property and equipment, net                      865,330        882,877
    Goodwill                                         811,049        825,370
    Intangible assets, net                            93,957        106,694
    Restricted assets                                 19,300         20,591
    Other assets, net                                 21,457         21,595
                                                  $1,981,958     $2,390,773

    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Accounts payable                               $59,912        $65,405
      Book overdraft                                   8,835              -
      Accrued liabilities                             69,578         81,299
      Deferred revenue                                44,074         44,012
      Current portion of long-term debt and
       notes payable                                  13,315          7,390
        Total current liabilities                    195,714        198,106

    Long-term debt and notes payable                 719,518        635,226
    Other long-term liabilities                       38,053         34,116
    Deferred income taxes                            223,308        250,527
        Total liabilities                          1,176,593      1,117,975

    Commitments and contingencies
    Minority interests                                30,220         32,980

    Stockholders' equity:
    Preferred stock: $0.01 par value; 7,500,000
     shares authorized; none issued and outstanding        -              -
    Common stock: $0.01 par value; 150,000,000
     shares authorized; 67,052,135 and 79,716,100
     shares issued and outstanding at
     December 31, 2007 and September 30, 2008,
     respectively                                        670            797
    Additional paid-in capital                       254,284        643,194
    Retained earnings                                524,481        602,106
    Accumulated other comprehensive loss              (4,290)        (6,279)
        Total stockholders' equity                   775,145      1,239,818
                                                  $1,981,958     $2,390,773



                           Waste Connections, Inc.
               Condensed Consolidated Statements of Cash Flows
                Nine months ended September 30, 2007 and 2008
                                 (Unaudited)
                            (Dollars in thousands)

                                                        Nine months ended
                                                          September 30,
                                                       2007           2008


    Cash flows from operating activities:
    Net income                                       $76,327        $77,625
    Adjustments to reconcile net income to
     net cash provided by operating activities:
      Loss on disposal of assets                          95            569
      Depreciation                                    59,553         67,459
      Amortization of intangibles                      3,163          4,218
      Deferred income taxes, net of acquisitions       7,984         25,550
      Minority interests                              11,145         10,992
      Amortization of debt issuance costs              1,695          1,450
      Stock-based compensation                         4,636          5,903
      Interest income on restricted assets              (332)          (392)
      Closure and post-closure accretion                 769          1,066
      Excess tax benefit associated with
       equity-based compensation                     (10,190)        (5,647)
      Net change in operating assets and
       liabilities, net of acquisitions               15,220          5,868
    Net cash provided by operating activities        170,065        194,661

    Cash flows from investing activities:
      Payments for acquisitions, net of
       cash acquired                                 (85,652)       (35,177)
      Capital expenditures for property
       and equipment                                 (96,106)       (79,536)
      Proceeds from disposal of assets                   955          1,499
      Increase in restricted assets, net of
       interest income                                  (750)          (900)
      Increase in other assets                          (512)           (49)
    Net cash used in investing activities           (182,065)      (114,163)

    Cash flows from financing activities:
      Proceeds from long-term debt                   574,000        127,000
      Principal payments on notes payable and
       long-term debt                               (549,748)      (219,510)
      Change in book overdraft                         6,495         (8,835)
      Proceeds from option and warrant exercises      24,829         17,204
      Excess tax benefit associated with
       equity-based compensation                      10,190          5,647
      Distributions to minority interest holders     (10,437)        (8,232)
      Payments for repurchase of common stock        (64,038)       (31,527)
      Proceeds from secondary stock offering, net          -        393,930
      Debt issuance costs                             (1,151)          (349)
    Net cash provided by (used in)
     financing activities                             (9,860)       275,328

    Net increase (decrease) in cash and equivalents  (21,860)       355,826
    Cash and equivalents at beginning of period       34,949         10,298
    Cash and equivalents at end of period            $13,089       $366,124



                            Additional Statistics
                    Three Months Ended September 30, 2008
                            (Dollars in thousands)


Internal Growth: The following table reflects revenue growth for operations owned for at least 12 months:

                                                 Three Months Ended
                                                 September 30, 2008
    Price                                               5.9%
    Volume                                             (2.1%)
    Intermodal, Recycling and Other                     0.1%
    Total                                               3.9%



   Uneliminated Revenue Breakdown:

                                                       Three Months Ended
                                                       September 30, 2008
    Collection                                      $200,423          65.3%
    Disposal and Transfer                             80,895          26.4%
    Intermodal, Recycling and Other                   25,506           8.3%
    Total                                           $306,824         100.0%

    Inter-company elimination                        $34,122



    Days Sales Outstanding for the three months ended
     September 30, 2008:  42 (28 net of deferred revenue)

    Internalization for the three months ended September 30, 2008:  65%

    Other Cash Flow Items for the three months ended September 30, 2008:
      Cash Interest Paid:     $5,793
      Cash Taxes Paid:        $9,546

    Debt to Capitalization:  34.1%



    Share Information for the three months ended September 30, 2008:

    Basic shares outstanding                      66,897,781
    Dilutive effect of options and warrants        1,242,770
    Dilutive effect of convertible notes             165,081
    Dilutive effect of restricted stock              226,373
    Diluted shares outstanding                    68,532,005



                       NON-GAAP RECONCILIATION SCHEDULE
                                (in thousands)

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. Waste Connections defines free cash flow as net cash provided by operating activities, plus proceeds from disposal of assets and excess tax benefit associated with equity-based compensation, plus or minus change in book overdraft, less capital expenditures for property and equipment and distributions to minority interest holders. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Management uses free cash flow as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. Other companies may calculate free cash flow differently.

    Free cash flow reconciliation:

                                        Three Months Ended  Nine Months Ended
                                        September 30, 2008  September 30, 2008
    Net cash provided by operating
     activities                               $64,733            $194,661
    Less: Change in book overdraft             (9,157)             (8,835)
    Plus: Proceeds from disposal of assets        133               1,499
    Plus: Excess tax benefit associated
     with equity-based compensation             3,719               5,647
    Less: Capital expenditures for
     property and equipment                   (31,213)            (79,536)
    Less: Distributions to minority
     interest holders                          (2,205)             (8,232)
    Free cash flow                            $26,010            $105,204

    Free cash flow as % of revenues               9.5%               13.3%




                                        Three Months Ended  Nine Months Ended
                                        September 30, 2007  September 30, 2007
    Net cash provided by operating
     activities                               $62,787            $170,065
    Plus: Change in book overdraft                657               6,495
    Plus: Proceeds from disposal of assets        397                 955
    Plus: Excess tax benefit associated with
     equity-based compensation                  1,655              10,190
    Less: Capital expenditures for
     property and equipment                   (31,597)            (96,106)
    Less: Distributions to minority
     interest holders                          (4,165)            (10,437)
    Free cash flow                            $29,734             $81,162

    Free cash flow as % of revenues              11.9%               11.4%

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