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) February 23, 2005
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)
(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 February 23, 2005, we
highlighted the following outlook for the first quarter 2005.
(Dollar amounts are approximations)
For the first quarter of the year, we estimate our revenue to be
approximately $164 million - $166 million, with intermodal
services contributing approximately $10 million, our
operating income to be approximately $37 million - $38
million, our operating income before depreciation and
amortization expense to be approximately $52 million - $53
million and our depreciation and amortization expense to be
approximately 9.0% of revenues.
These estimates exclude the impact of any additional acquisitions
that may be completed during the first quarter.
Operating income before depreciation and amortization, a non-GAAP
financial measure, is provided supplementally because it is
widely used by investors as a valuation and liquidity
measure in the solid waste industry. This measure should be
used in conjunction with GAAP financial measures. Management
uses operating income before depreciation and amortization
as one 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 differently. Refer to the Non-GAAP
Reconciliation Schedule contained in our fourth quarter and
full year 2004 press release furnished in our Current Report
on Form 8-K filed with the SEC on February 22, 2005, for a
reconciliation of these items for the fourth quarter and
full year 2004.
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: February 23, 2005 ------------------------------
Ronald J. Mittelstaedt,
Chief Executive Officer