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) July 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 July 22, 2004, we highlighted the
following outlook for the third quarter and full year, 2004:
(Dollar amounts are approximations and in millions)
For the third quarter of the year, we estimate our revenue to be
approximately $164 - $166, our operating income before
depreciation and amortization expense to be approximately $57 -
$58, our depreciation and amortization expense to be
approximately 8.8% of revenue, SG&A to be around 9.4% of revenue,
and minority interest expense to be approximately 2% of revenues.
For the full year, we estimate our revenue to be approximately
$630 - $635, our operating income before depreciation and
amortization expense to be approximately $213 - $215, our
depreciation and amortization expense to be approximately 8.8% of
revenue, and minority interest expense to be approximately 1.9%
of revenues. Free cash flow is estimated to be approximately 13%
- 14% of revenues.
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, liquidity and
financial performance measures in the solid waste industry. These
measures 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. Refer to the Non-GAAP
Reconciliation Schedule contained in our second quarter 2004 press
release furnished in our Current Report on Form 8-K filed with the SEC
on July 21, 2004, for a reconciliation of these items in the second
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
Date: July 22, 2004 --------------------------
Ronald J. Mittelstaedt,
President and Chief Executive
Officer