01—Abstract
Summary
Summary of the 40-F filed March 31, 2010. Cited figures are marked; the original filing is the authoritative source.
IESI-BFC Ltd. (filed under this name; now Waste Connections) submitted this Form 40-F annual report for the fiscal year ended December 31, 2009, incorporating by reference its Annual Information Form, MD&A, and consolidated financial statements as Exhibits 99.1 through 99.3.
The Annual Information Form describes the company as one of the largest vertically integrated non-hazardous solid waste management companies in North America, serving approximately 170,000 commercial and industrial customers and approximately 1.7 million residential customers in 61 markets across 10 U.S. states, the District of Columbia and five Canadian provinces. It reports 2009 revenues of $1,008.5 milliona, adjusted net income of $60.1 million and Adjusted EBITDA of $290.4 million. The company operated 73 collection operations, 33 transfer stations, 22 landfills and 22 recycling facilities, and had approximately 4,214 employees at year-end.
The filing's most significant investor item is the pending merger with Waste Services, Inc. (WSI), agreed November 11, 2009, under which each WSI share would convert into 0.5833 IESI-BFC Shares, with completion expected in the second calendar quarter of 2010. The filing states that indebtedness of IESI-BFC and WSI was approximately $655.0 millionb and $402.0 million, respectively, as of December 31, 2009, and that the combined company's indebtedness will be substantially greater on a stand-alone basis. A $11 million termination fee is noted as payable by IESI-BFC under certain circumstances.
Shares began trading on the NYSE under the symbol "BIN" on June 5, 2009, and the company reports 82,336,148 common shares and 11,095,233 special voting shares outstanding at year-end. The company disclosed that it reports under U.S. GAAP and U.S. dollars beginning with the second quarter of 2009, and that its disclosure controls were concluded effective. It is a foreign private issuer using the MJDS, and it did not include a management report on internal control over financial reporting, citing the transition period for newly public companies.
02—Key points
Key Highlights
- Revenue of $1,008.5 million, adjusted net income of $60.1 million and Adjusted EBITDA of $290.4 million for fiscal 2009.
- Operates 73 collection operations, 33 transfer stations, 22 landfills and 22 recycling facilities across 61 markets in the U.S. and Canada.
- Serves approximately 170,000 commercial and industrial customers and approximately 1.7 million residential customers as of December 31, 2009.
- Pending merger with Waste Services, Inc. under which WSI shares convert into 0.5833 IESI-BFC Shares each, with completion expected in Q2 2010.
- Indebtedness of approximately $655.0 million for IESI-BFC and $402.0 million for WSI at December 31, 2009; combined company debt expected to be substantially greater.
- Approximately 54% of landfill tonnage in 2009 came from third-party disposal customers, and New York City contracts represented 4.3% of 2009 revenues.
- Quarterly fixed dividend of C$0.125 per share; the company listed on the NYSE under "BIN" on June 5, 2009.
03—Questions
Frequently Asked Questions
What is the status of the merger with Waste Services, Inc.?
The Merger Agreement was entered into on November 11, 2009. IESI-BFC and WSI expected to complete the merger in the second calendar quarter of 2010, subject to WSI stockholder approval and regulatory approvals, including approval under the Competition Act (Canada). The agreement may require divestitures within specified limits.
How much debt will the combined company carry after the merger?
The filing states that IESI-BFC and WSI had indebtedness, net of discounts and including capital lease obligations, of approximately $655.0 million and $402.0 million, respectively, as of December 31, 2009. It expects to draw on existing and new credit facilities to repay all or part of WSI's indebtedness, and states that the combined company's indebtedness will be substantially greater than IESI-BFC's stand-alone indebtedness.
How concentrated is the business geographically?
The U.S. operations are concentrated in the South and Northeast regions. The filing states that Texas accounted for 32.6% of U.S. operations revenue in 2009 and New York for 38.7%. New York City municipal contracts represented 4.3% of 2009 revenue from operations.
What does the company say about its landfill disposal business?
The company owns or operates 22 landfills. For 2009, approximately 54% of the total tonnage received at its landfills came from third-party disposal customers, and the filing notes that the company cannot assure these relationships or volumes will continue. Remaining landfill disposal capacity in the U.S. is listed as 221,044 thousand tons, and in Canada as 45,001 thousand tonnes.
Does the company's dividend policy provide a fixed payment?
The Board has a policy of authorizing a fixed quarterly dividend, currently C$0.125 per share. The filing notes that the amount is at the Board's discretion and depends on free cash flow, financial requirements, existing debt terms and OBCA solvency tests. It also states that no special dividend is anticipated in 2010.
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