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) April 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 (see
General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o 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))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01 Regulation FD Disclosure.
During
our earnings conference call on April 22, 2009, we highlighted the following
outlook for the second quarter 2009.
(Dollar
amounts are approximations)
For the
second quarter of the year, we estimate our revenue to be approximately $295
million to $300 million. We expect core pricing growth to
be slightly over 5% and surcharges to be approximately negative
2%. We expect volume growth to be between negative 7.5% and negative
8%, and recycling, intermodal and other growth to be approximately negative
4.5%. Operating income before depreciation, amortization and
accretion expense is estimated to be between $90.5 million and $91.5 million,
reflecting a margin of approximately 30.5%. Depreciation and
amortization expense is estimated to be approximately 11% of revenue, but is
subject to change based on final purchase price allocations for acquisitions
completed in the quarter. Operating income is estimated to be
approximately 19.5% 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 similar to the
first quarter of 2009. We expect our effective tax rate to
be slightly over 39% for the second quarter.
These
estimates exclude: the impact of any unannounced acquisitions that
may be completed during the remainder of the quarter; the expensing of
acquisition-related costs, which could be similar to the amount incurred in the
first quarter; and any impact to our tax provision due to a potential adjustment
in deferred tax liabilities resulting from a change in our estimated state tax
rate following the Republic Services acquisitions that closed in
April.
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, or SEC, 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. | ||||
|
|
By:
|
/s/ Worthing F. Jackman | ||
|
Date: April
22, 2009
|
||||
| Name: | Worthing F. Jackman | |||
| Title: |
Executive
Vice President and Chief
Financial
Officer
|
|||