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) April 21, 2005
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any registration statement or other filing
pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except
as otherwise expressly stated in such filing.
During our earnings conference call on April 21, 2005, we highlighted the
following outlook for the second quarter 2005.
(Dollar amounts are approximations)
For the second quarter of the year, we estimate our revenue to be
approximately $177 million to $179 million, with internal growth for solid waste
excluding commodities to be between 4.0% and 4.5%: about 3.0% price growth and
the remainder volume growth. Intermodal services is estimated to contribute
approximately $10 million of revenue in the second quarter and is included in
the $177 million to $179 million range. We estimate our depreciation and
amortization expense for the second quarter to be approximately 8.8% of revenue,
operating income to be approximately 24.4% of revenue, and operating income
before depreciation and amortization expense to be approximately 33.2% of
revenue, or between $58.5 million to $59.5 million. Minority interest is
expected to be approximately 1.8% of revenue. Free cash flow in the second
quarter is expected to decline almost 50% from the first quarter of the year due
to seasonality. We expect our tax rate to remain at 37.2% for the second
quarter. Our fully diluted share count is estimated to decrease to approximately
48.1 million shares for the second quarter of the year, excluding the impact of
any additional stock repurchases.
These estimates exclude the impact of any additional acquisitions that may
be completed during the second quarter.
Operating income before depreciation and amortization and free cash flow,
each a non-GAAP financial measure, are provided supplementally because they are
widely used by investors as valuation and liquidity measures in the solid waste
industry. These measures are not a substitute for, and should be used in
conjunction with, GAAP financial measures. Management uses operating income
before depreciation and amortization and free cash flow as two 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 and free cash flow differently. A reconciliation of operating
income before depreciation and amortization is as follows for the second quarter
outlook: operating income of $42.9 million to $43.7 million plus depreciation
and amortization of $15.6 million to $15.8 million (8.8% of revenue) equals
operating income before depreciation and amortization of $58.5 million to $59.5
million. Refer to the Non-GAAP Reconciliation Schedule contained in our first
quarter 2005 press release furnished in our Current Report on Form 8-K filed
with the SEC on April 20, 2005, for a reconciliation of free cash flow in the
first quarter.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this press release 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, which may result in reduced volume and revenues
and lower profits; (2) increases in Waste Connections' insurance costs and the
amount that it self-insures for various risks could reduce its operating margins
and reported earnings; (3) further increases in the price of fuel may adversely
affect Waste Connections' business and earnings; (4) increases in labor and
disposal and related transportation costs could reduce Waste Connections'
operating margins; (5) Waste Connections may lose contracts through competitive
bidding, early termination or governmental action, which would cause its volumes
and revenues to decline; (6) Waste Connections' intermodal business could be
adversely affected by steamship lines diverting business to ports other than
those it services, or by heightened security measures or actual or threatened
terrorist attacks, which could cause its intermodal revenues to decline; (7)
Waste Connections' growth and future financial performance depend significantly
on its ability to integrate acquired businesses into its organization and
operations; (8) Waste Connections' acquisitions may not be successful, resulting
in changes in strategy, operating losses or a loss on sale of the business
acquired; (9) 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; (10) Waste
Connections' decentralized decision-making structure could allow local managers
to make decisions that adversely affect its pricing growth and operating
results; (11) the geographic concentration of Waste Connections' business makes
its pricing growth and operating results vulnerable to economic and seasonal
factors affecting the regions in which it operates; (12) Waste Connections
volume growth may be limited by the inability to renew landfill operating
permits, obtain new landfills and expand existing ones; (13) extensive and
evolving environmental laws and regulations may restrict Waste Connections'
operations and growth and increase its costs; and (14) 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. 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 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.
BY: /s/ Worthing F. Jackman
Date: April 21, 2005 -------------------------
Worthing F. Jackman,
Chief Financial Officer