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) February 10, 2009
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 February 10, 2009, we highlighted the following
outlook for the first quarter and full year 2009.
(Dollar
amounts are approximations)
For the
first quarter of the year, we estimate our revenue to be approximately $264
million to $266 million. We expect all-in pricing growth of
approximately 4%, with core pricing between 5.5% and 6%, and surcharges between
negative 1.5% and negative 2%. Volume growth is estimated to be
approximately negative 5%. Recycling, intermodal, and other growth is
expected to be approximately negative 4%. Operating income before
depreciation and amortization expense is estimated to be approximately 29% of
revenue, or between $76.5 million to $77.5 million. Depreciation and
amortization expense is estimated to be approximately 10% of
revenue. Operating income is estimated to be approximately 19% of
revenue. We estimate interest expense to be approximately $12.5
million and interest income to be approximately $1.2 million. We
expect our fully diluted share count to be approximately 81 million
shares.
These
estimates exclude the impact of any additional acquisitions that may close and
any expensing of related transaction costs resulting from the adoption of
Statement of Financial Accounting Standards No. 141(R), “Business
Combinations.”
For the
full year, in addition to the outlook provided in our Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 9, 2009, we expect
core pricing between 4.5% and 5%, and surcharges between negative 1.5% and
negative 2%. Volume growth is estimated between negative 3% and
negative 4%. Recycling, intermodal and other growth is expected to be
approximately negative 2.5%. Our operating income before
depreciation, amortization and accretion expense is estimated to be
approximately 31% of revenue. Our effective tax rate is estimated to
be 38% for the full year with the following quarterly breakdown: first quarter,
second quarter, and fourth quarter are estimated to be about 38.8%.
These
estimates include the contribution from the Republic Services, Inc. divestitures
as we have assumed that transaction will close April 1, 2009. These
estimates exclude the impact of any other acquisitions that may close and any
expensing of related transaction costs resulting from the adoption of Statement
of Financial Accounting Standards No. 141(R), “Business
Combinations.”
Operating
income before depreciation, amortization and accretion 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, amortization and accretion 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, including
statements regarding our expected 2009 outlook. 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. Our 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) a portion of our growth and future financial performance depends on our
ability to integrate acquired businesses into our organization and operations;
(2) our acquisitions may not be successful, resulting in changes in
strategy, operating losses or a loss on sale of the business acquired;
(3) downturns in the worldwide economy adversely affect operating results;
(4) our results are vulnerable to economic conditions and seasonal factors
affecting the regions in which we operate; (5) we may be unable to compete
effectively with larger and better capitalized companies and governmental
service providers; (6) we may lose contracts through competitive bidding,
early termination or governmental action; (7) price increases may not be
adequate to offset the impact of increased costs or may cause us to lose volume;
(8) increases in the price of fuel may adversely affect our business and
reduce our operating margins; (9) increases in labor and disposal and
related transportation costs could impact our financial results; (10) we
could face significant withdrawal liability if we withdraw from participation in
one or more multiemployer pension plans in which we participate;
(11) efforts by labor unions could divert management attention and
adversely affect operating results; (12) increases in insurance costs and
the amount that we self-insure for various risks could reduce our operating
margins and reported earnings; (13) competition for acquisition candidates,
consolidation within the waste industry and economic and market conditions may
limit our ability to grow through acquisitions; (14) our indebtedness could
adversely affect our financial condition; we may incur substantially more debt
in the future; (15) each business that we acquire or have acquired may have
liabilities that we fail or are unable to discover, including environmental
liabilities; (16) liabilities for environmental damage may adversely affect
our
financial
condition, business and earnings; (17) our accruals for our landfill site
closure and post-closure costs may be inadequate; (18) we may be subject in
the normal course of business to judicial, administrative or other third party
proceedings that could interrupt our operations, require expensive remediation,
result in adverse judgments, settlements or fines and create negative publicity;
(19) the financial soundness of our customers could affect our business and
operating results; (20) we depend significantly on the services of the
members of our senior, regional and district management team, and the departure
of any of those persons could cause our operating results to suffer;
(21) our decentralized decision-making structure could allow local managers
to make decisions that adversely affect our operating results; (22) because
we depend on railroads for our intermodal operations, our operating results and
financial condition are likely to be adversely affected by any reduction or
deterioration in rail service; (23) we may incur additional charges related
to capitalized expenditures, which would decrease our earnings; (24) our
financial results are based upon estimates and assumptions that may differ from
actual results; (25) the adoption of new accounting standards or
interpretations could adversely affect our financial results; (26) our
financial and operating performance may be affected by the inability to renew
landfill operating permits, obtain new landfills and expand existing ones;
(27) future changes in laws regulating the flow of solid waste in
interstate commerce could adversely affect our operating results;
(28) fluctuations in prices for recycled commodities that we sell and
rebates we offer to customers may cause our revenues and operating results to
decline; (29) extensive and evolving environmental and health and safety
laws and regulations may restrict our operations and growth and increase our
costs; (30) extensive regulations that govern the design, operation and
closure of landfills may restrict our landfill operations or increase our costs
of operating landfills; and (31) unusually adverse weather conditions may
interfere with our operations, harming our operating results. These
risks and uncertainties, as well as others, are discussed in greater detail in
our filings with the Securities and Exchange Commission, including our most
recent Annual Report on Form 10-K. There may be additional risks of which
we are not presently aware or that we currently believe are immaterial which
could have an adverse impact on our business. We make 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: February
10, 2009
|
Worthing
F. Jackman,
|
||
|
Executive
Vice President and Chief Financial
Officer
|
|||