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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 22, 2004
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
COMMISSION FILE NO. 0-23981
94-3283464
(I.R.S. Employer Identification No.)
35 Iron Point Circle, Suite 200, Folsom, CA 95630
(Address of principal executive offices)
(916) 608-8200
(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 9. Regulation FD Disclosure.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished pursuant to this Item 9 shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference into any
registration statement or other filing pursuant to the Securities and
Exchange Act of 1933, as amended, except as otherwise expressly stated
in such filing.
During our earnings conference call on April 22, 2004, we highlighted
the following outlook for the second quarter, 2004:
(Dollar amounts are approximations and in millions)
For the second quarter of the year, we estimate our revenue to
be approximately $158 - $160, our operating income before
depreciation and amortization expense to be approximately
$53.5 - $54.5 of revenue, our depreciation and amortization
expense to be approximately 8.7% of revenue, and SG&A to be
around 9.5% of revenue. Additionally, in connection with the
redemption of our $150 million aggregate principal amount,
5.5% Convertible Subordinated Notes due 2006, we expect to
recognize an estimated $1.5 million of pre-tax expense, or
$1.1 million expense, net of taxes, in the second quarter,
2004.
Operating income before depreciation and amortization, a non-GAAP
financial measure, is provided supplementally because it is widely used
by investors as a valuation and financial performance measure in the
solid waste industry. This measure should be used in conjunction with
GAAP financial measures. Management uses operating income before
depreciation and amortization as one of the principal measures to
evaluate and monitor the ongoing financial performance of our
operations. Other companies may calculate operating income before
depreciation and amortization differently. Refer to the Non-GAAP
Reconciliation Schedule contained in our first quarter 2004 press
release furnished in our Current Report on Form 8-K filed with the SEC
on April 21, 2004, for a reconciliation of this item in the first
quarter.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K 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) difficulties in
making acquisitions, acquiring exclusive contracts and generating
internal growth may cause the Company's growth to be slower than
expected; (2) the Company's growth and future financial performance
depend significantly on its ability to integrate acquired businesses
into its organization and operations; (3) the Company's acquisitions
may not be successful, resulting in changes in strategy, operating
losses or a loss on sale of the business acquired; (4) the Company
competes for acquisition candidates with other purchasers, some of
which have greater financial resources than it does, and these other
purchasers may be able to offer more favorable acquisition terms, thus
limiting the Company's ability to grow through acquisition; (5) timing
of acquisitions may cause fluctuations in the Company's quarterly
results, which may cause its stock price to decline; (6) rapid growth
may strain its management, operational, financial and other resources;
(7) the Company may be unable to compete effectively with governmental
service providers and larger and better capitalized companies, which
may result in reduced revenues and lower profits; and (8) the Company
may lose contracts through competitive bidding, early termination or
governmental action, which would cause its revenues to decline. These
risks and uncertainties, as well as others, are discussed in greater
detail in the Company's other filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K. There
may be additional risks of which the Company is not presently aware or
that it currently believes are immaterial which could have an adverse
impact on its business. The Company makes no commitment to revise or
update any forward-looking statements in order to reflect events or
circumstances after the date any such statement is made.
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.
(Registrant)
BY: /s/ Ronald J. Mittelstaedt
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Date: April 22, 2004
Ronald J. Mittelstaedt,
President and Chief Executive Officer