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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 1999
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-19674
(Commission File Number)
94-3283464
(IRS Employer Identification No.)
2260 Douglas Boulevard, Suite 280, Roseville, California 95661
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 772-2221
Not Applicable
(Former name or former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets
On April 12, 1999, Waste Connections, Inc., a Delaware corporation
("WCI"), filed a Form 8-K describing the acquisition in March 1999, of all
of the outstanding capital stock of each of Management Environmental National,
Inc., a Washington corporation ("MENI"), and RH Financial Corporation, a
Washington corporation ("RHFC"). MENI and RHFC are the sole partners of two
limited partnerships, Columbia Resource Co., L.P. and Finley-Buttes Limited
Partnership. On April 29, 1999, WCI amended the Form 8-K filed on April 12, 1999
to include certain financial statements of Columbia Resource Co., L.P. and
Finley-Buttes Limited Partnership and certain pro forma financial data of WCI.
WCI hereby further amends its Form 8-K filed on April 12,1999, to include the
additional pro forma financial information set forth below in Item 7.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(b) Pro Forma Financial Information.
Waste Connections, Inc. Unaudited Pro Forma Financial Statements
Introduction to Unaudited Pro Forma Financial Statements
Unaudited Pro Forma Statement of Operations for the three months ended
March 31, 1999
Notes to Unaudited Pro Forma Statement of Operations
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WASTE CONNECTIONS, INC.
INTRODUCTION TO UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
The Unaudited Pro Forma Statement of Operations for the three months ended
March 31, 1999, gives effect to the business combination involving WCI and
Columbia Resource Co., L.P. and Finley-Buttes Limited Partnership (collectively
referred to herein as "CRC") in March, 1999 as if such business combination
occurred on January 1, 1999 and was accounted for using the purchase method of
accounting.
WCI has preliminarily analyzed the savings that it expects to be realized
by consolidating certain operational and general and administrative functions.
WCI has not and cannot quantify all of these savings due to the short period of
time since the CRC acquisition occurred. It is anticipated that these savings
will be partially offset by the incremental increase in costs related to WCI's
corporate management. However, these costs, like the savings they offset, cannot
be quantified accurately. Neither the anticipated savings nor the anticipated
costs have been included in the Unaudited Pro Forma Statement of Operations.
The Unaudited Pro Forma Statement of Operations include certain adjustments
to the historical financial statements, including adjusting depreciation expense
to reflect the purchase price allocation of CRC, adjusting interest expense to
reflect acquisition-related debt and the related income tax effects of these
adjustments.
The pro forma adjustments are based on preliminary estimates, available
information and certain assumptions which may be revised as additional
information becomes available. The Unaudited Pro Forma Statement of Operations
does not purport to represent what WCI's results of operations would actually
have been if such transactions in fact had occurred on those dates or to project
WCI's results of operations for any future period. Because WCI and CRC were not
under common control or management for the period presented, historical combined
results may not be comparable to, or indicative of, future performance. The
Unaudited Pro Forma Financial Statements should be read in conjunction with the
CRC financial statements and notes thereto included in WCI's Current Report on
Form 8-K, dated April 29, 1999, and WCI's consolidated historical financial
statements included in its Annual Report on Form 10-K for the year ended
December 31, 1998 and Quarterly Report on Form 10-Q for the three months ended
March 31, 1999.
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WASTE CONNECTIONS, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
WASTE PRO FORMA
CONNECTIONS CRC ADJUSTMENTS PRO FORMA
----------- ------ ----------- ----------
Revenues..................................... $ 30,883 $3,822 $(1,052)(a) $ 33,653
Operating expenses:
Cost of operations......................... 20,120 2,935 (1,052)(a) 22,003
Selling, general and administrative........ 2,713 1,057 3,770
Depreciation and amortization.............. 2,319 440 (255)(b) 2,504
Other operating expenses................... 7,870 -- -- 7,870
---------- ------ ------- ----------
Income (loss) from operations................ (2,139) (610) 255 (2,494)
Other expense................................ (898) (142) (884)(c) (1,924)
---------- ------ ------- ----------
Income (loss) before (provision) benefit for
income taxes............................... (3,037) (752) (629) (4,418)
(Provision) benefit for income taxes......... (1,325) -- 300(d) (773)
252(e)
---------- ------ ------- ----------
Net income (loss)............................ $ (4,362) $ (752) $ (77) $ (5,191)
========== ====== ======= ==========
Basic net income (loss) per common share..... $ (0.28) $ (0.34)
========== ==========
Diluted net loss per common share............ $ (0.28) $ (0.34)
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Shares used in the per share calculations:
Basic...................................... 15,472,768 15,472,768
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Diluted.................................... 15,472,768 15,472,768
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See accompanying notes.
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WASTE CONNECTIONS, INC.
NOTES TO UNAUDITED PRO FORMA
STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
ASSUMPTIONS. The unaudited pro forma statement of operations for the three
months ended March 31, 1999 is presented as if the acquisition of CRC had
occurred on January 1, 1999.
The acquisition of CRC is being accounted for under the purchase method of
accounting for business combinations. Certain items affecting the purchase price
and its allocation are preliminary. The preliminary purchase price consists of
the following:
Cash paid to shareholders................................... $66,911
Liabilities assumed......................................... 18,935
Acquisition costs........................................... 316
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$86,162
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The Company has preliminarily allocated the purchase price as follows:
Tangible assets purchased................................... $85,962
Covenants not to compete.................................... 200
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$86,162
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PRO FORMA ADJUSTMENTS. The following adjustments have been made to the
unaudited pro forma statement of operations:
(a) To eliminate intercompany revenue and expense between WCI and CRC.
(b) To record depletion and depreciation expense in accordance with the
Company's policies.
(c) To record interest expense on the debt obligations incurred by the
Company in connection with the acquisition of CRC.
(d) To record income tax benefit for CRC which were limited
partnerships for income tax purposes for all periods prior to the
acquisition by the Company.
(e) To record estimated tax benefit associated with the pro forma
adjustments.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WASTE CONNECTIONS, INC.
(Registrant)
Date: July 14, 1999 By /s/ Ronald J. Mittelstaedt
Ronald J. Mittelstaedt
President and
Chief Executive Officer