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) October 22, 2008
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01 Regulation FD Disclosure.
During
our earnings conference call on October 22, 2008, we highlighted the following
outlook for the fourth quarter 2008.
(Dollar
amounts are approximations)
For the
fourth quarter of the year, we estimate our revenue to be approximately $270
million to $273 million. We expect pricing growth of almost 6%,
volume growth to be negative 3.5%, and recycling, intermodal and other growth to
be negative 1.5%. Operating income before depreciation and
amortization expense is estimated to be between $77 million and $78 million, or
28.5% of revenue. Depreciation and amortization expense is estimated
to be approximately 9.5% of revenue. Operating income is estimated to
be approximately 19% of revenue. We expect net interest expense to be
approximately $8.0 million. Minority interests and other expense are
estimated to be approximately 0.5% of revenues. In conjunction with
our pending acquisitions of Harold LeMay Enterprises, Incorporated, and of the
remaining membership interests in Pierce County Recycling, Composting and
Disposal, LLC and the remaining shares of Pierce County Landfill Management,
Inc. that we do not already own, or the LeMay acquisition, we expect to record a
one-time, pre-tax charge of approximately $2 million related to transaction
costs. We expect our effective tax rate to be approximately
39%. We expect our fully diluted share count to be approximately 81
million shares.
These
estimates assume the LeMay acquisition closes on November 1, 2008. As
such, these estimates include $8 million in revenue and $2 million of operating
income before depreciation and amortization for the LeMay acquisition for each
of the last two months of the quarter. However, the estimates exclude
the impact of any additional acquisitions that may be completed during the
quarter.
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 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,” 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) we may be unable
to compete effectively with larger and better capitalized companies and
governmental service providers; (2) downturns in the U.S. economy adversely
affect operating results; (3) our results are vulnerable to economic conditions
and seasonal factors affecting the regions in which we operate; (4) we may lose
contracts through competitive bidding, early termination or governmental action;
(5) price increases may not be adequate to offset the impact of increased costs
or may cause us to lose volume; (6) increases in the price of fuel may adversely
affect our business and reduce our operating margins; (7) increases in labor and
disposal and related transportation costs could impact our financial results;
(8) increases in insurance costs and the amount that we self-insure for various
risks could reduce our operating margins and reported earnings; (9) efforts by
labor unions could divert management attention and adversely affect operating
results; (10) competition for acquisition candidates, consolidation within the
waste industry and economic and market conditions may limit our ability to grow
through acquisitions; (11) our growth and future financial performance depend
significantly on our ability to integrate acquired businesses into our
organization and operations; (12) our acquisitions may not be successful,
resulting in changes in strategy, operating losses or a loss on sale of the
business acquired; (13) our indebtedness could adversely affect our financial
condition; we may incur substantially more debt in the future; (14) each
business that we acquire or have acquired may have liabilities that we fail or
are unable to discover, including environmental liabilities; (15) liabilities
for environmental damage may adversely affect our financial condition, business
and earnings; (16) our accruals for our landfill site closure and post-closure
costs may be inadequate; (17) 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; (18) our
decentralized decision-making structure could allow local managers to make
decisions that adversely affect our operating results; (19) 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;
(20) 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; (21) we may incur additional charges
related to capitalized expenditures, which would decrease our earnings; (22) our
financial results are based upon estimates and assumptions that may differ from
actual results; and (23) the adoption of new accounting standards or
interpretations could adversely affect our financial 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 Quarterly Report on Form 10-Q and 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. | |||
|
Date: October
22, 2008
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BY:
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/s/ Worthing F. Jackman, | |
| Worthing F. Jackman, | |||
| Executive Vice President and Chief Financial Officer | |||