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 22, 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.)
2295
Iron Point Road, 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)
|
| o |
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 July 22, 2009, we highlighted the following
outlook for the third quarter 2009.
(Dollar
amounts are approximations)
For the
third quarter of the year, we estimate our revenue to be approximately $312
million to $315 million. We expect core pricing growth to be
approximately 4.5% and surcharges to be approximately negative
2.5%. We estimate volume growth to be approximately negative 7.5% and
recycling, intermodal and other growth to be approximately negative
3.5%. Operating income before depreciation, amortization and
accretion expense is estimated to be between $98 million and $99 million,
reflecting a margin of approximately 31.5%. Depreciation and
amortization expense is estimated to be approximately 11.1% of
revenue. Operating income is estimated to be approximately 20.4% of
revenue. We expect net interest expense to be approximately $12.3
million, which includes $1.2 million of non-cash expense related to FASB Staff
Position APB 14-1, Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement), and $500,000 non-cash amortization
of financing fees. Noncontrolling interests is estimated to be
$350,000. We expect our effective tax rate to be about 36% for
the third quarter. We expect our fully diluted share count to be
approximately 80 million shares, excluding the impact of any stock repurchase
activity during the remainder of the quarter.
These
estimates assume that our acquisition of Sanipac, Inc. closes on July 31, 2009,
but otherwise exclude: the impact of any unannounced acquisitions
that may be completed during the remainder of the quarter; and the expensing of
acquisition-related costs.
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. 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) we may not
be able to obtain satisfactory regulatory approvals to operate acquired assets
or consummate the acquisition of assets we seek to acquire; (31) extensive
regulations that govern the design, operation and closure of landfills may
restrict our landfill operations or increase our costs of operating landfills;
and (32) 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 other 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. | |||
|
Dated: July
22, 2009
|
BY:
|
/s/ Worthing F. Jackman
|
|
|
|
Worthing
F. Jackman,
|
||
| Executive Vice President and Chief | |||
| Financial Officer | |||