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): November 8, 2007
WCA Waste Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-50808 | 20-0829917 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Riverway, Suite 1400
Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (713) 292-2400
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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))
Item 7.01 Regulation FD Disclosure.
Safe Harbor for Forward-Looking Statements
On November 9, 2007 and November 28, 2007, certain executive officers of WCA Waste Corporation (the “Corporation”) will give presentations at the Sanders Morris Harris Investor Growth Conference in New York and the 2007 FBR Capital Markets Investor Conference in New York, respectively, regarding the businesses, growth strategies and financial performance of the Corporation. The Corporation is a vertically integrated, non-hazardous solid waste management company providing non-hazardous solid waste collection, transfer, processing, and disposal services in the south and central regions of the United States. As of September 30, 2007, the Corporation served approximately 309,000 commercial, industrial and residential customers in Alabama, Arkansas, Colorado, Florida, Kansas, Missouri, New Mexico, North Carolina, Oklahoma, South Carolina, Tennessee and Texas. The Corporation currently owns and/or operates 24 landfills, 28 collection operations and 22 transfer stations/materials recovery facilities (MRFs). Of these facilities, two transfer stations and two landfills are fully permitted but not yet opened, and one transfer station is idle. Additionally, the Corporation currently operates but does not own two of the transfer stations.
Interested parties will be able to view a copy of the Presentation by visiting the Corporation’s website, www.wcawaste.com. The Presentation will be archived on its website for 30 days. The Presentation contains various forward-looking statements.
Unless the context requires otherwise, references to “we”, “our”, “WCA” or the “Corporation” within the Presentation or this Current Report on Form 8-K shall mean WCA Waste Corporation.
This filing and the Presentation may contain statements that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. From time to time, our public filings, press releases and other communications (such as conference calls and presentations) will contain forward-looking statements. These forward-looking statements can generally be identified as such because the context of the statement will include words such as "may," "should," "outlook," "project," "intend," "seek," "plan," "believe," "anticipate," "expect," "estimate," "assume," "potential," "continue," or "opportunity," the negatives of these words, or similar words or expressions. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. This is true of our description of our acquisition strategy and our capital plan (and the effects of such strategy and plan) for example. Such statements include, but are not limited to, plans, objectives, expectations, intentions and other statements that are not historical facts.
All forward looking statements are based upon the current beliefs and expectations of the Corporation’s management and are subject to significant risks and uncertainties. Some of those risks and uncertainties have been more fully described in “Risk Factors and Cautionary Statement about Forward-Looking Statements” in the Corporation’s Annual Report on Form 10-K with respect to the year ended December 31, 2006 and its Quarterly Report on Form 10-Q with respect to the quarterly period ending on September 30, 2007. The risks and uncertainties include, without limitation: we may not be able to execute our acquisition strategy effectively (including with respect to any potential acquisition candidates that we have identified), any weakness in the economy related to our markets may result in reductions in demand for the Corporation’s services, we may not be able to integrate acquired businesses successfully, revenue and other synergies from the acquisition may not be fully realized or may take longer to realize than expected, we may not be able to improve internalization rates by directing waste volumes from acquired businesses to our landfills for regulatory or other reasons, we may suffer unexpected liabilities associated with our acquisitions, disruptions from the acquisition may make it more difficult to maintain relationships with customers, potential increases in commodity, insurance and fuel prices could increase our operating expenses significantly and we face the risk of new and changing regulation. Please consider these factors carefully in evaluating the forward-looking statements and do not place undue reliance on such forward- looking statements. The forward-looking statements made herein are only made as of the date of the Presentation and the Corporation undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Non-GAAP Financial Measures
Our management evaluates our performance based on non-GAAP measures, of which the primary performance measure is EBITDA. EBITDA consists of earnings (net income or loss) available to common stockholders before preferred stock dividend, interest expense (including gains (losses) on interest rate swap agreements as well as write-off of deferred financing costs and debt discount), income tax expense, depreciation and amortization. We also use these same measures when evaluating potential acquisition candidates.
We believe EBITDA is useful to an investor in evaluating our operating performance because:
| · | it is widely used by investors in our industry to measure a company's operating performance without regard to items such as interest expense, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, financing methods, capital structure and the method by which assets were acquired; |
| · | it helps investors more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest charges from our outstanding debt and the impact of our interest rate swap agreements and payment-in-kind dividend) and asset base (primarily depreciation and amortization of our landfills and vehicles) from our operating results; and |
| · | it helps investors identify items that are within our operational control. Depreciation charges, while a component of operating income, are fixed at the time of the asset purchase in accordance with the depreciable lives of the related asset and as such are not a directly controllable period operating charge. |
Our management uses EBITDA:
| · | as a measure of operating performance because it assists us in comparing our performance on a consistent basis as it removes the impact of our capital structure and asset base from our operating results; |
| · | as one method to estimate a purchase price (often expressed as a multiple of EBITDA) for solid waste companies we intend to acquire. The appropriate EBITDA multiple will vary from acquisition to acquisition depending on factors such as the size of the operation, the type of operation, the anticipated growth in the market, the strategic location of the operation in its market as well as other considerations; |
| · | in presentations to our board of directors to enable them to have the same consistent measurement basis of operating performance used by management; |
| · | as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; |
| · | in evaluations of field operations since it represents operational performance and takes into account financial measures within the control of the field operating units; |
| · | as a component of incentive cash bonuses paid to our executive officers and other employees; |
| · | to assess compliance with financial ratios and covenants included in our credit agreements; and |
| · | in communications with investors, lenders, and others concerning our financial performance. |
No Incorporation by Reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to the liabilities of that section. Accordingly, the information in this report will not be incorporated by reference into any filing made by the Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified therein as being incorporated therein by reference.
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.
WCA WASTE CORPORATION
Date: November 8, 2007
| | | |
| /s/ Kevin D. Mitchell | | |
| Kevin D. Mitchell | | |
| Vice President and Corporate Controller | | |
