UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant To Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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Item 8.01 Other Events.
Waste Connections, Inc. (the “Company”) is filing this Current Report on Form 8-K (this “Current Report”) to reclassify historical segment information to reflect the Company’s current reportable segment structure. As previously disclosed in footnote 18 to the Company’s financial statements included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “2023 Q1 Form 10-Q”), the Company modified its organizational structure, effective April 1, 2023, from five to six geographic operating segments, due to continued growth in its business. The Company currently reports revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Western, Central, Eastern, Canada and MidSouth. Moving from five segments to six segments involved reallocating a small number of operating locations from the Western segment to the Central segment, the bifurcation of the previous Eastern segment into two smaller geographies now referred to as the Eastern segment and the MidSouth segment, as well as reallocating a small number of operating locations from the Southern segment to the MidSouth segment. All prior period results contained in the 2023 Q1 Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”) have been retrospectively revised to reflect the new segment reporting structure.
The Company is filing information under Item 8.01 of this Current Report to (i) provide investors with recast historical information in the Company’s financial reporting for periods prior to the segment reporting changes and (ii) incorporate by reference such recast historical financial information into the Company’s filings with the Securities and Exchange Commission and applicable securities commissions or similar regulatory authorities in Canada.
The following items from the 2023 Q1 Form 10-Q are being revised and updated from their previous presentation solely to reflect the Company’s new segment structure, as reflected in Exhibit 99.1 to this Current Report:
| ● | Part I, Item 1. Financial Statements; and |
| ● | Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Except for minor, non-substantive revisions, only the following note to the consolidated financial statements from the 2023 Q1 Form 10-Q has been revised from its previous presentation, as reflected in Exhibit 99.1 to this Current Report:
| ● | Note 10 — Segment Reporting. |
The following items from the 2022 Form 10-K are being revised and updated from their previous presentation solely to reflect the Company’s new segment structure, as reflected in Exhibit 99.2 to this Current Report:
| ● | Part I, Item 1. Business; |
| ● | Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and |
| ● | Part II, Item 8. Financial Statements and Supplementary Data. |
Except for minor, non-substantive revisions, only the following note to the consolidated financial statements from the 2022 Form 10-K has been revised from its previous presentation, as reflected in Exhibit 99.2 to this Current Report:
| ● | Note 17 — Segment Reporting. |
The changes referred to above had no impact on the Company’s historical consolidated financial position, results of operations or cash flows, and the recast financial information contained in Exhibit 99.1 and Exhibit 99.2 to this Current Report does not represent a restatement of previously issued financial statements.
This Current Report should be read in conjunction with the portions of the 2023 Q1 Form 10-Q and the 2022 Form 10-K that have not been updated herein.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit No. | Description |
23.1 | Consent of Grant Thornton, LLP, Independent Registered Public Accounting Firm |
99.1 | |
99.2 | |
101.INS | The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101. SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB | XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
104 | The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| WASTE CONNECTIONS, INC. | |
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Date: August 3, 2023 | BY: | /s/ Mary Anne Whitney |
| | Mary Anne Whitney |
| | Executive Vice President and Chief Financial Officer |