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) October 23, 2007
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 October 23, 2007, we highlighted the following
outlook for the fourth quarter 2007 and updated the full year 2007 outlook
last
highlighted during our earnings conference call on July 24, 2007.
(Dollar
amounts are approximations)
For
the
fourth quarter of the year, we estimate our revenue to be approximately $244
million to $246 million. Core price growth is estimated to be approximately
4%
and volume growth between 3% and 4%. Depreciation and amortization expense
is
estimated to be approximately 9.2% of revenue and operating income before
depreciation and amortization expense to be approximately $73.5 million to
$74.5
million. We expect net interest expense to be approximately $9 million. Minority
interests and other expense are estimated to be a combined 1.4% of revenues.
We
expect our effective tax rate to be approximately 38.5% and our fully diluted
share count to be approximately 69.8 million shares.
The
mid-point of our fourth quarter guidance implies full year revenue of almost
$956 million and operating income of approximately $209 million, or 21.9% of
revenue.
These
estimates exclude the impact of any additional acquisitions or any stock option
or share repurchase activity that may be completed during the fourth 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 is not
a
substitute for, and 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,” “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’
financial results are based upon estimates and assumptions that may differ
from
actual results;
(6)
efforts by labor unions could divert management attention and adversely affect
operating results; (7) Waste Connections may lose contracts or permits through
competitive bidding, early termination or governmental action; (8) Waste
Connections’ results are vulnerable to economic conditions and seasonal factors
affecting the regions in which it operates; (9) Waste Connections may be subject
in the normal course of business to judicial and administrative proceedings
that
could interrupt its operations, require expensive remediation and create
negative publicity; (10) competition
for acquisition candidates, consolidation within the waste industry and economic
and market conditions may limit Waste
Connections’
ability to grow through acquisitions; (11) Waste
Connections’ growth and future financial performance depend significantly on its
ability to integrate acquired businesses into its organization and operations;
(12) Waste Connections’ acquisitions may not be successful, resulting in changes
in strategy, operating losses or a loss on sale of the business acquired; (13)
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; (14) Waste
Connections’ intermodal business could be adversely affected by steamship lines
diverting business to ports other than those Waste Connections services, or
by
heightened security measures or actual or threatened terrorist attacks; (15)
Waste Connections depends significantly on the services of the members of its
senior and district management team, and the departure of any of those persons
could cause its operating results to suffer; (16) Waste Connections’
decentralized decision-making structure could result in local managers making
decisions that adversely affect Waste Connections’ operating results;
(17)
Waste
Connections may incur additional charges related to capitalized expenditures,
which would decrease its earnings; (18) each business that Waste Connections
acquires or has acquired may have liabilities that Waste Connections fails
or is
unable to discover, including environmental liabilities; (19) liabilities for
environmental damage may adversely affect Waste Connections’ business and
earnings; and (20) the adoption of new accounting standards or interpretations
could adversely impact 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:
October 23, 2007
|
||
|
Worthing
F. Jackman,
|
||
|
Executive
Vice President and Chief Financial
Officer
|
||