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) October 21, 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)
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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 7.01. Regulation FD Disclosure.
In accordance with General Instruction B.2 of Form 8-K, the
information furnished pursuant to this Item 7.01 shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by
reference into any registration statement or other filing pursuant to
the Securities Act of 1933, as amended, or the Exchange Act, except as
otherwise expressly stated in such filing.
During our earnings conference call on October 21, 2004, we
highlighted the following outlook for the fourth quarter and full
year, 2004:
(Dollar amounts are approximations)
For the fourth quarter of the year, exclusive of acquisitions
that we have signed but not closed, we estimate our revenue to be
approximately $156.5 million - $158.5 million, our operating
income before depreciation and amortization expense to be
approximately $52.5 million - $53.5 million, our depreciation and
amortization expense to be approximately 9.0% of revenues, SG&A
to be around 9.7% of revenues, and minority interest expense to
be approximately 1.6% of revenues. If we close the acquisitions
that have been signed, we estimate our revenue to be
approximately $159 million - $161 million and our operating
income before depreciation and amortization expense to be
approximately $53 million - $54 million. Free cash flow is
estimated to be at least 14% of revenues for the full year.
These estimates exclude any additional expenses that are likely
to be incurred as a result of a serious accident, which occurred
subsequent to the end of the third quarter. Under our
self-insurance program, we are responsible for the first $2
million related to vehicular accidents. They also exclude a
possible loss of approximately $2.3 million on the sale of an
asset which is conditioned on final acceptance by the purchaser,
or other extraordinary events.
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 third quarter 2004 press
release furnished in our Current Report on Form 8-K filed with the SEC
on October 20, 2004, for a reconciliation of these items in the third
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; (8) the Company may
lose contracts through competitive bidding, early termination or
governmental action, which would cause its revenues to decline; (9)
increases in the costs of labor, disposal, fuel or energy could reduce
operating margins; and (10) increases in insurance costs and the
amount that we self-insure for various risks could reduce our
operating margins and reported earnings. 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: October 21, 2004
Ronald J. Mittelstaedt,
Chief Executive Officer