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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) February 13, 2007
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:
[ ] 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))
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Item 7.01 Regulation FD Disclosure.
During our earnings conference call on February 13, 2007, we
highlighted the following outlook for the first quarter and full year
2007.
(Dollar amounts are approximations)
For the first quarter of the year, we estimate our revenue to be
approximately $215 million to $217 million. Operating income is
estimated to be approximately 20.5% of revenue. Depreciation and
amortization expense is estimated to be approximately 9.0% of revenue,
and operating income before depreciation and amortization expense to
be approximately $63.5 million to $64.5 million, or a little above
29.5% of revenue at the mid-point. Equity-based compensation is
estimated to be $1.5 million. We expect net interest expense to be
approximately $7.8 million. Minority interests expense is estimated to
be approximately 1.5% of revenues. We expect our fully diluted share
count to be approximately 46.9 million shares, excluding the impact of
any share repurchase activity during the quarter.
For the full year, we estimate our revenue to be approximately $920
million to $930 million. We expect selling, general and administrative
expenses to be approximately 10.2% of revenue, subject to quarterly
fluctuations. Depreciation and amortization expense is estimated to be
approximately 9.0% of revenue, subject to quarterly fluctuations, and
operating income before depreciation and amortization expense to be
approximately $277.5 million to $280 million, or about 30.2% of
revenue. Equity-based compensation is estimated to be approximately
$5.7 million. Operating income is estimated to be approximately 21.2%
of revenue, subject to quarterly fluctuations. We expect net interest
expense to be approximately $33.5 million. Minority interests expense
is estimated to be approximately 1.6% of revenues. We expect our
effective tax rate to be 38.0%, subject to quarterly fluctuations, and
our average fully diluted share count to be approximately 45.8 million
shares assuming $100 million of stock is repurchased during the year.
Net cash provided by operating activities is estimated to be
approximately 24% of revenue, subject to quarterly fluctuations. Our
capital expenditures are estimated to be approximately $115 million.
These estimates exclude the impact of any additional acquisitions or
any stock option activity that may be completed during the remainder
of the year. These estimates also exclude the impact of the declared
three-for-two stock split in the form of a 50% stock dividend
announced on February 12, 2007.
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 is not a substitute for, and 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," "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) Waste Connections may be unable
to compete effectively with larger and better capitalized companies
and governmental service providers; (2) increases in the price of fuel
may adversely affect Waste Connections' business and reduce its
operating margins; (3) increases in labor and disposal and related
transportation costs could impact Waste Connections' financial
results; (4) increases in insurance costs and the amount that Waste
Connections self-insures for various risks could reduce its operating
margins and reported earnings; (5) Waste Connections' financial
results are based upon estimates and assumptions that may differ from
actual results; (6) efforts by labor unions could divert management
attention and adversely affect operating results; (7) Waste
Connections may lose contracts through competitive bidding, early
termination or governmental action; (8) Waste Connections' results are
vulnerable to economic conditions and seasonal factors affecting the
regions in which it operates; (9) Waste Connections may be subject in
the normal course of business to judicial and administrative
proceedings that could interrupt its operations, require expensive
remediation and create negative publicity; (10) competition for
acquisition candidates, consolidation within the waste industry and
economic and market conditions may limit Waste Connections' ability to
grow through acquisitions; (11) Waste Connections' growth and future
financial performance depend significantly on its ability to integrate
acquired businesses into its organization and operations; (12) Waste
Connections' acquisitions may not be successful, resulting in changes
in strategy, operating losses or a loss on sale of the business
acquired; (13) Waste Connections' Amended and Restated Revolving
Credit and Term Loan Agreement and other factors and considerations
may limit the number of shares repurchased under Waste Connections'
stock repurchase program; (14) because Waste Connections depends on
railroads for its intermodal operations, its operating results and
financial condition are likely to be adversely affected by any
reduction or deterioration in rail service; (15) Waste Connections'
intermodal business could be adversely affected by steamship lines
diverting business to ports other than those Waste Connections
services, or by heightened security measures or actual or threatened
terrorist attacks; (16) Waste Connections depends significantly on the
services of the members of its senior and district management team,
and the departure of any of those persons could cause its operating
results to suffer; (17) Waste Connections' decentralized
decision-making structure could allow local managers to make decisions
that adversely affect Waste Connections' operating results; (18) Waste
Connections may incur additional charges related to capitalized
expenditures, which would decrease its earnings; (19) the outcome of
audits by the Internal Revenue Service may adversely affect Waste
Connections; (20) each business that Waste Connections acquires or has
acquired may have liabilities that Waste Connections fails or is
unable to discover, including environmental liabilities; (21)
liabilities for environmental damage may adversely affect Waste
Connections' business and earnings; and (22) the adoption of new
accounting standards or interpretations could adversely impact Waste
Connections' financial results. These risks and uncertainties, as well
as others, are discussed in greater detail in Waste Connections'
filings with the Securities and Exchange Commission, including its
most recent Annual Report on Form 10-K. There may be additional risks
of which Waste Connections is not presently aware or that it currently
believes are immaterial which could have an adverse impact on its
business. Waste Connections makes 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.
BY: /s/ Worthing F. Jackman
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Date: February 13, 2007 Worthing F. Jackman,
Executive Vice President and
Chief Financial Officer