UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) July 23, 2008
WASTE
CONNECTIONS, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or
other jurisdiction of incorporation or organization)
COMMISSION
FILE NO. 1-31507
94-3283464
(I.R.S.
Employer Identification No.)
35
Iron Point Circle, Suite 200, Folsom, CA 95630
(Address
of principal executive offices) (Zip code)
(916)
608-8200
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
7.01
Regulation FD Disclosure.
During
our earnings conference call on July 23, 2008, we highlighted the following
outlook for the third quarter 2008.
(Dollar
amounts are approximations)
For
the
third quarter of the year, we estimate our revenue to be approximately $272
million to $274 million. We expect pricing growth to be approximately 5.5%
and
volume growth to be between negative 1.5% to negative 2%. Operating income
before depreciation and amortization expense is estimated to be between $81
million and $82 million. We estimate fuel expense to be approximately 9.4%
of
revenue. Depreciation and amortization expense is estimated to be approximately
8.9% of revenue. Operating income is estimated to be approximately 21% of
revenue. We expect net interest expense to be approximately $8.7 million.
Minority interests and other expense are estimated to be approximately 1.5%
of
revenues. We expect our effective tax rate to be between 36% and 36.5% for
the
third quarter. We expect our fully diluted share count to be approximately
67.8
million shares, excluding the impact of any stock option exercises or stock
repurchase activity during the quarter.
These
estimates exclude the impact of any additional acquisitions that may be
completed during the quarter.
Operating
income before depreciation and amortization is considered a non-GAAP financial
measure, and is provided supplementally because it is widely used by investors
as a valuation and liquidity measure in the solid waste industry. It should
be
used in conjunction with GAAP financial measures. Management uses operating
income before depreciation and amortization as a principal measure to evaluate
and monitor the ongoing financial performance of our operations. Other companies
may calculate this measure differently.
Safe
Harbor for Forward-Looking Statements
Certain
statements contained in this report 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.
Waste Connections’ 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) Waste Connections may be unable to compete effectively with
larger and better capitalized companies and governmental service providers;
(2)
increases in the price of fuel may adversely affect Waste Connections’ business
and reduce its operating margins; (3) increases in labor and disposal and
related transportation costs could impact Waste Connections’ financial results;
(4) increases in insurance costs and the amount that Waste Connections
self-insures for various risks could reduce its operating margins and reported
earnings; (5) Waste Connections depends significantly on the services of the
members of its senior, regional and district management team, and the departure
of any of those persons could cause its operating results to suffer; (6) Waste
Connections’
financial results are based upon estimates and assumptions that may differ
from
actual results;
(7)
efforts by labor unions could divert management attention and adversely affect
operating results; (8) Waste Connections’ results are vulnerable to economic
conditions and seasonal factors affecting the regions in which it operates;
(9)
Waste Connections may lose contracts through competitive bidding, early
termination or governmental action; (10) Waste Connections may be subject in
the
normal course of business to judicial and administrative proceedings that could
interrupt its operations, require expensive remediation, result in adverse
judgments or settlements and create negative publicity; (11) competition
for acquisition candidates, consolidation within the waste industry and economic
and market conditions may limit Waste
Connections’
ability to grow through acquisitions; (12) Waste
Connections’ growth and future financial performance depend significantly on its
ability to integrate acquired businesses into its organization and operations;
(13) Waste Connections’ acquisitions may not be successful, resulting in changes
in strategy, operating losses or a loss on sale of the business acquired; (14)
because Waste Connections depends on railroads for its intermodal operations,
its operating results and financial condition are likely to be adversely
affected by any reduction or deterioration in rail service; (15) Waste
Connections’ decentralized decision-making structure could allow local managers
to make decisions that adversely affect Waste Connections’ operating results;
(16)
Waste
Connections may incur additional charges related to capitalized expenditures,
which would decrease its earnings; (17) each business that Waste Connections
acquires or has acquired may have liabilities that Waste Connections fails
or is
unable to discover, including environmental liabilities; (18) liabilities for
environmental damage may adversely affect Waste Connections’ business and
earnings; and (19) the adoption of new accounting standards or interpretations
could adversely affect Waste Connections’ financial results. These risks and
uncertainties, as well as others, are discussed in greater detail in Waste
Connections’ filings with the Securities and Exchange Commission, including its
most recent Annual Report on Form 10-K. There may be additional risks of
which Waste Connections is not presently aware or that it currently believes
are
immaterial which could have an adverse impact on its business. Waste
Connections makes no commitment to revise or update any forward-looking
statements in order to reflect events or circumstances that may
change.
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.
| WASTE CONNECTIONS, INC. | ||
| |
|
|
| By: | /s/ Worthing F. Jackman | |
| Date: July 23, 2008 |
|
|
| Worthing F. Jackman, | ||
| Executive Vice President and Chief Financial Officer | ||