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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) April 25, 2006
[LOGO OF WASTE CONNECTIONS,INC]
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 April 25, 2006, we highlighted
the following outlook for the second quarter 2006.
(Dollar amounts are approximations)
For the second quarter of the year, we estimate our revenue to be
approximately $201 million to $203 million, with internal price and
volume growth, excluding intermodal, commodities and other, to be
approximately 6.5%, of which a little over 4.5% is price and
surcharges. We expect selling, general and administrative expenses,
which include equity compensation costs, to be approximately 10% of
revenue, or about 9.5% when excluding stock-based compensation costs.
We expect an estimated $1 million of stock-based compensation costs to
be included in selling, general and administrative expenses. We
estimate our depreciation and amortization expense to be approximately
9.2% of revenue and operating income before depreciation and
amortization expense to be approximately 31% of revenue. We expect net
interest expense to be approximately $8 million and all-in cost of debt
to be approximately 5% per annum. Minority interests expense is
expected to be approximately 1.6% of revenues. We expect our tax rate
to be approximately 37%. Our fully diluted share count is estimated to
be approximately 46.8 million shares.
These estimates exclude the impact of any additional acquisitions or
any share repurchases that may be completed during the second quarter.
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) efforts by
labor unions could divert management attention and adversely affect
operating results; (5) increases in insurance costs and the amount that
Waste Connections self-insures for various risks could reduce its
operating margins and reported earnings; (6) Waste Connections may lose
contracts through competitive bidding, early termination or
governmental action; (7) the geographic concentration of Waste
Connections' business makes its results vulnerable to economic and
seasonal factors affecting the regions in which it operates; (8)
competition for acquisition candidates, consolidation within the waste
industry and economic and market conditions may limit Waste
Connections' ability to grow through acquisitions; (9) Waste
Connections' growth and future financial performance depend
significantly on its ability to integrate acquired businesses into its
organization and operations; (10) Waste Connections' acquisitions may
not be successful, resulting in changes in strategy, operating losses
or a loss on sale of the business acquired; (11) 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; (12) 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; (13) 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; (14) Waste Connections' decentralized
decision-making structure could allow local managers to make decisions
that adversely affect Waste Connections' operating results; (15) Waste
Connections' financial results are based upon estimates and assumptions
that may differ from actual results; (16) Waste Connections may incur
additional charges related to capitalized expenditures, which would
decrease its earnings; (17) each business that Waste Connections
acquires or has acquired may have liabilities that Waste Connections
fails or is unable to discover, including environmental liabilities;
and (18) 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.
Date: April 25, 2006 BY: /s/ Worthing F. Jackman
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Worthing F. Jackman,
Executive Vice President and
Chief Financial Officer