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 24, 2007
[LOGO]
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.
During our earnings conference call on July 24, 2007, we highlighted the
following outlook for the third quarter 2007 and updated the full year
2007 outlook originally highlighted during our earnings conference call on
February 13, 2007.
(Dollar amounts are approximations)
For the third quarter of the year, we estimate our revenue to be
approximately $244 million to $246 million. Price and volume growth is
estimated to be approximately 9%. Depreciation and amortization expense is
estimated to be approximately 8.7% of revenue and we expect operating
income before depreciation and amortization expense to be approximately
$76 million to $77 million. We expect net interest expense to be
approximately $8.7 million. Minority interests and other expense are
estimated to be a combined 1.7% of revenues. We expect our effective tax
rate to be 38.5% and our fully diluted share count to be approximately 70
million shares.
For the full year, revenue is estimated to be approximately $940 million.
Operating income is estimated to be approximately 21.7% to 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
remainder of the year.
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 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 allow local managers to make
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) the outcome of
audits by the Internal Revenue Service may adversely affect Waste
Connections; (19) each business that Waste Connections acquires or has
acquired may have liabilities that Waste Connections fails or is unable to
discover, including environmental liabilities; (20) liabilities for
environmental damage may adversely affect Waste Connections' business and
earnings; and (21) 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: July 24, 2007
---------------------------
Worthing F. Jackman,
Executive Vice President and
Chief Financial Officer