UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-Q





þQuarterly Report Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934




For
the quarterly period ended September 30, 2009


or


£Transition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934




For
the transition period from __________ to ______________





Commission
File Number: 000-50808








WCA Waste
Corporation


(Exact
name of registrant as specified in its charter)





Delaware
            20-0829917(State
      or other jurisdiction
              of
      incorporation or organization)
            (I.R.S.
      Employer
              Identification
      No.)





One
      Riverway, Suite 1400
            77056Houston,
      Texas 77056
            (Zip
      Code)(Address
      of principal executive offices)





(713)
292-2400


(Registrant’s
telephone number, including area code)





N/A


(Former
name, former address and former fiscal year,


if
changed since last report)








Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.    YES   þ    NO    ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    YES    ̈    NO    ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer £
            Accelerated
      filer þ
            Non-accelerated
      filer £
              (Do
      not check if a smaller reporting company)
            Smaller
      reporting company £





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    YES    ̈    NO   þ





As of
October 29, 2009, there were 16,497,686 shares of WCA Waste Corporation’s common
stock, par value $0.01 per share, outstanding, excluding 1,073,957 shares of
treasury stock.















TABLE OF CONTENTS








PART I – FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISKITEM 4.  CONTROLS AND
  PROCEDURESPART II – OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDSITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURESEXHIBIT INDEXStatement re: Computation of Ratio of Earnings to
      Fixed ChargesCertification of CEO Pursuant to Section
      302Certification of CFO Pursuant to Section
      302Certification of CEO Pursuant to Section
      906Certification of CFO Pursuant to Section
      906





Table
of Contents





RISK
FACTORS AND


CAUTIONARY
STATEMENT ABOUT FORWARD-LOOKING STATEMENTS




Some of the statements contained in
this report 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,” “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.




We caution that forward-looking
statements are not guarantees and are subject to known and unknown risks and
uncertainties.  Since our business, operations and strategies are
subject to a number of risks, uncertainties and other factors, actual results
may differ materially from those described in the forward-looking
statements.




Our business is subject to a number of
operational risks and uncertainties that could cause our actual results of
operations or our financial condition to differ from any forward-looking
statements.  These include, but are not limited to, the
following:




·
            The
      current weakening of U.S. economic conditions and the related decline in
      construction activity, as well as any future downturns, may reduce our
      volume and/or pricing on our services, resulting in decreases in our
      revenue, profitability and cash
flows;




·
            increases
      in the costs of fuel may reduce our operating
  margins;




·
            changes
      in interest rates may affect our
profitability;




·
            we
      may not be successful in expanding the permitted capacity of our current
      or future landfills, which could restrict our growth, increase our
      disposal costs, and reduce our operating
  margins;




·
            we
      are subject to environmental and safety laws, which restrict our
      operations and increase our costs;




·
            we
      may become subject to environmental clean-up costs or litigation that
      could curtail our business operations and materially decrease our
      earnings;




·
            our
      accruals for landfill closure and post-closure costs may be inadequate,
      and our earnings would be lower if we are required to pay or accrue
      additional amounts;




·
            we
      may be unable to obtain financial assurances necessary for our operations,
      which could result in the closure of landfills or the termination of
      collection contracts;




·
            our
      business is capital intensive, requiring ongoing cash outlays that may
      strain or consume our available capital and force us to sell assets, incur
      debt, or sell equity on unfavorable
terms;




·
            governmental
      authorities may enact climate change regulations that could increase our
      costs to operate;




·
            increases
      in the costs of disposal, labor and insurance could reduce our operating
      margins;




·
            we
      may not be able to maintain sufficient insurance coverage to cover the
      risks associated with our operations, which could result in uninsured
      losses that would adversely affect our financial
  condition;




1
 Table
of Contents




·
            our
      failure to remain competitive with our numerous competitors, some of which
      have greater resources, could adversely affect our ability to retain
      existing customers and obtain future
business;




·
            we
      may lose contracts through competitive bidding, early termination or
      governmental action, or we may have to substantially lower prices in order
      to retain certain contracts, any of which would cause our revenue to
      decline;




·
            comprehensive
      waste planning programs and initiatives required by state and local
      governments may reduce demand for our services, which could adversely
      affect our waste volumes and the price of our landfill disposal
      services;




·
            efforts
      by labor unions to organize our employees could divert management
      attention and increase our operating
expenses;




·
            current
      and proposed laws may restrict our ability to operate across local borders
      which could affect our manner, cost and feasibility of doing
      business;




·
            poor
      decisions by our regional and local managers could result in the loss of
      customers or an increase in costs, or adversely affect our ability to
      obtain future business;




·
            we
      are vulnerable to factors affecting our local markets, which could
      adversely affect our stock price relative to our competitors;
      and




·
            seasonal
      fluctuations will cause our business and results of operations to vary
      among quarters, which could adversely affect our stock
    price.




Our
future financial performance may also depend on our ability to consummate
additional acquisitions, which will be subject to many risks and uncertainties
including, but not limited to, the following:




·
            we
      may be unable to identify, complete or integrate future acquisitions,
      which may harm our prospects;




·
            we
      compete for acquisition candidates with other purchasers, some of which
      have greater financial resources and may be able to offer more favorable
      terms, thus limiting our ability to grow through
    acquisitions;




·
            in
      connection with financing acquisitions, we may incur additional
      indebtedness, or may issue additional equity including common stock or
      preferred stock which would dilute the ownership percentage of existing
      stockholders;




·
            businesses
      that we acquire may have unknown liabilities and require unforeseen
      capital expenditures, which would adversely affect our financial
      results;




·
            rapid
      growth may strain our management, operational, financial and other
      resources, which would adversely affect our financial
    results;




·
            our
      acquisitions have resulted and future acquisitions we make may continue to
      result in significant goodwill and other intangible assets, which may need
      to be written down if performance is not as expected;
  and




·
            we
      may incur charges and other unforeseen expenses related to acquisitions,
      which could lower our earnings.




Our
business and the performance of our stock price are subject to risks related to
our management, governance and capital structure.  They include, but
are not limited to, the following:




2
 Table
of Contents




·
            our
      success depends on key members of our senior management, the loss of any
      of whom could disrupt our customer and business relationships and our
      operations;




·
            a
      controlling interest in our voting stock is held by one fund and a small
      number of individuals (including management), which when combined with
      various agreements and rights of the fund, may discourage a change of
      control transaction and may exert control over our strategic
      direction;




·
            provisions
      in our amended and restated certificate of incorporation, our amended and
      restated bylaws and Delaware law could preclude a change of control that
      our stockholders may favor and which could negatively affect our stock
      price;




·
            we
      do not anticipate paying cash dividends on our common stock in the
      foreseeable future, so you can only realize a return on your investment by
      selling your shares of our common stock;
and




·
            we
      may issue preferred stock that has a liquidation or other preference over
      our common stock without the approval of the holders of our common stock,
      which may affect those holders rights or the market price of our common
      stock.




Our
business is capital intensive and depends on our ability to generate sufficient
cash flow from operations and, from time to time, to access our credit facility
or other capital sources, each of which are subject to various risks and
uncertainties including, but not limited to, the following:




·
            adverse
      capital and credit market conditions may significantly affect our ability
      to meet liquidity needs, access to capital and cost of
      capital;




·
            the
      inability or failure of any syndicate bank to meet its obligations under
      our senior credit facility could adversely impact our short-term and/or
      long-term capital or cash needs by limiting our access to swing-line
      loans, increasing the cost of issuing letters of credit, or reducing the
      total capacity available under the revolving credit
    facility;




·
            we
      have a substantial amount of debt which could adversely affect our
      operations and financial performance;
and




·
            the
      provisions in our debt instruments impose restrictions on us that may
      limit the discretion of management in operating our
    business.




We
describe these and other risks in greater detail in the section entitled “Risk
Factors” in our annual report on Form 10-K for the year ended December 31, 2008
(sometimes referred to in this report, including the notes to our financial
statements, as the “10-K”).




The
forward-looking statements included in this report are only made as of the date
of this report and we undertake no obligation to publicly update forward-looking
statements to reflect subsequent events or circumstances.





3
 Table
of Contents





PART I—FINANCIAL
INFORMATION





ITEM 1.FINANCIAL STATEMENTS.





WCA
WASTE CORPORATION


CONDENSED
CONSOLIDATED BALANCE SHEETS


(In
thousands, except per share data)





September
      30,
            
            
            December
      31,2009
            
            
            2008(Unaudited)AssetsCurrent
      assets:Cash
      and cash equivalents
            
            $
            7,465
            
            
            $
            955Accounts
      receivable, net of allowance for doubtful accounts of $474 (unaudited) and
      $1,173, respectively
            
            
            19,211
            
            
            
            24,956Deferred
      tax assets
            
            
            3,354
            
            
            
            3,354Prepaid
      expenses and other
            
            
            3,385
            
            
            
            2,108Total
      current assets
            
            
            33,415
            
            
            
            31,373Property
      and equipment, net of accumulated depreciation and amortization
      of $129,384 (unaudited) and $110,704, respectively
            
            
            280,739
            
            
            
            276,483Goodwill,
      net
            
            
            65,318
            
            
            
            64,580Intangible
      assets, net
            
            
            7,266
            
            
            
            7,486Deferred
      financing costs, net
            
            
            3,944
            
            
            
            4,654Deferred
      tax assets
            
            
            197
            
            
            
            2,992Other
      assets
            
            
            140
            
            
            
            390Total
      assets
            
            $
            391,019
            
            
            $
            387,958Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable
            
            $
            8,596
            
            
            $
            9,830Accrued
      liabilities and other
            
            
            20,311
            
            
            
            17,275Interest
      rate swap
            
            
            7,589
            
            
            
            6,379Note
      payable
            
            
            —
            
            
            
            123Current
      maturities of long-term debt
            
            
            500
            
            
            
            64Total
      current liabilities
            
            
            36,996
            
            
            
            33,671Long-term
      debt, less current maturities and discount
            
            
            200,493
            
            
            
            200,295Interest
      rate swap
            
            
            639
            
            
            
            5,278Accrued
      closure and post-closure liabilities
            
            
            8,223
            
            
            
            7,398Other
      long-term liabilities
            
            
            1,815
            
            
            
            1,813Total
      liabilities
            
            
            248,166
            
            
            
            248,455Commitments
      and contingenciesStockholders’
      equity:Series
      A convertible preferred stock, $0.01 par value per share. Authorized 870
      shares; issued and outstanding 870 shares and 828 shares, respectively
      (liquidation preference $96,006)
            
            
            9
            
            
            
            8Common
      stock, $0.01 par value per share. Authorized 50,000 shares; issued 17,578
      shares and 17,399 shares, respectively
            
            
            176
            
            
            
            174Treasury
      stock of 1,074 shares and 1,074 shares, respectively
            
            
            (5,322
            )
            
            
            (5,322
            )Additional
      paid-in capital
            
            
            177,104
            
            
            
            172,788Retained
      earnings (deficit)
            
            
            (29,114
            )
            
            
            (28,145
            )Total
      stockholders’ equity
            
            
            142,853
            
            
            
            139,503Total
      liabilities and stockholders’ equity
            
            $
            391,019
            
            
            $
            387,958








The
accompanying notes are an integral part of these condensed consolidated
financial statements.




4
 Table
of Contents





WCA
WASTE CORPORATION


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)


(In
thousands, except per share data)





Three
      Months Ended
            
            
            Nine
      Months EndedSeptember
      30,
            
            
            September
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenue
            
            $
            49,546
            
            
            $
            52,782
            
            
            $
            147,910
            
            
            $
            154,365Expenses:Cost
      of services
            
            
            32,786
            
            
            
            36,060
            
            
            
            97,907
            
            
            
            106,694Depreciation
      and amortization
            
            
            6,714
            
            
            
            6,738
            
            
            
            20,087
            
            
            
            20,138General
      and administrative (including stock-based compensation of $438, $568,
      $1,338 and $1,736, respectively)
            
            
            3,060
            
            
            
            3,019
            
            
            
            9,714
            
            
            
            8,96242,560
            
            
            
            45,817
            
            
            
            127,708
            
            
            
            135,794Operating
      income
            
            
            6,986
            
            
            
            6,965
            
            
            
            20,202
            
            
            
            18,571Other
      income (expense):Interest
      expense, net
            
            
            (4,511
            )
            
            
            (4,642
            )
            
            
            (13,525
            )
            
            
            (13,785
            )Impact
      of interest rate swap
            
            
            (905
            )
            
            
            (962
            )
            
            
            (1,748
            )
            
            
            (1,869
            )Other
      income (loss), net
            
            
            46
            
            
            
            127
            
            
            
            91
            
            
            
            (105
            )(5,370
            )
            
            
            (5,477
            )
            
            
            (15,182
            )
            
            
            (15,759
            )Income
      before income taxes
            
            
            1,616
            
            
            
            1,488
            
            
            
            5,020
            
            
            
            2,812Income
      tax provision
            
            
            (790
            )
            
            
            (768
            )
            
            
            (2,797
            )
            
            
            (1,568
            )Net
      income
            
            
            826
            
            
            
            720
            
            
            
            2,223
            
            
            
            1,244Accrued
      payment-in-kind dividend on preferred stock
            
            
            (1,076
            )
            
            
            (1,025
            )
            
            
            (3,192
            )
            
            
            (3,041
            )Net
      loss available to common stockholders
            
            $
            (250
            )
            
            $
            (305
            )
            
            $
            (969
            )
            
            $
            (1,797
            )Net
      loss available to common stockholders:Earnings
      per share — basic
            
            $
            (0.02
            )
            
            $
            (0.02
            )
            
            $
            (0.06
            )
            
            $
            (0.11
            )Earnings
      per share — diluted
            
            $
            (0.02
            )
            
            $
            (0.02
            )
            
            $
            (0.06
            )
            
            $
            (0.11
            )Weighted
      average shares outstanding — basic
            
            
            15,850
            
            
            
            16,248
            
            
            
            15,801
            
            
            
            16,425Weighted
      average shares outstanding — diluted
            
            
            15,850
            
            
            
            16,248
            
            
            
            15,801
            
            
            
            16,425








The
accompanying notes are an integral part of these condensed consolidated
financial statements.





5
 Table
of Contents





WCA
WASTE CORPORATION


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)


(In
thousands)





Nine
      Months EndedSeptember
      30,2009
            
            
            2008Cash
      flows from operating activities:Net
      income
            
            $
            2,223
            
            
            $
            1,244Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization
            
            
            20,087
            
            
            
            20,138Non-cash
      compensation charge
            
            
            1,338
            
            
            
            1,736Amortization
      of deferred financing costs and debt discount
            
            
            931
            
            
            
            1,036Deferred
      tax provision
            
            
            2,797
            
            
            
            1,568Accretion
      expense for closure and post-closure obligations
            
            
            469
            
            
            
            418Gain
      on sale of assets
            
            
            (91
            )
            
            
            (221
            )Loss
      on disposition of note receivable
            
            
            —
            
            
            
            326Unrealized
      gain on interest rate swap
            
            
            (3,429
            )
            
            
            (643
            )Changes
      in assets and liabilities, net of effects of acquisitions:Accounts
      receivable, net
            
            
            5,745
            
            
            
            (2,023
            )Prepaid
      expenses and other
            
            
            (1,353
            )
            
            
            (602
            )Accounts
      payable and other liabilities
            
            
            2,342
            
            
            
            2,923Net
      cash provided by operating activities
            
            
            31,059
            
            
            
            25,900Cash
      flows from investing activities:Acquisitions
      of businesses, net of cash acquired
            
            
            (3,689
            )
            
            
            (236
            )Proceeds
      from sale of fixed assets
            
            
            146
            
            
            
            369Principal
      of note receivable
            
            
            —
            
            
            
            304Proceeds
      from disposition of note receivable
            
            
            —
            
            
            
            6,225Cost
      incurred on possible acquisitions
            
            
            —
            
            
            
            (450
            )Capital
      expenditures
            
            
            (20,501
            )
            
            
            (24,144
            )Net
      cash used in investing activities
            
            
            (24,044
            )
            
            
            (17,932
            )Cash
      flows from financing activities:Principal
      payments on long-term debt
            
            
            (167
            )
            
            
            (13,215
            )Net
      change in revolving line of credit
            
            
            (117
            )
            
            
            7,723Payments
      under common stock repurchase program
            
            
            —
            
            
            
            (3,088
            )Decrease
      in restricted cash
            
            
            —
            
            
            
            1,339Deferred
      financing costs
            
            
            (221
            )
            
            
            —Net
      cash used in financing activities
            
            
            (505
            )
            
            
            (7,241
            )Net
      change in cash and cash equivalents
            
            
            6,510
            
            
            
            727Cash
      and cash equivalents at beginning of period
            
            
            955
            
            
            
            1,138Cash
      and cash equivalents at end of period
            
            $
            7,465
            
            
            $
            1,865








Supplemental
      cash flow information:Interest
      paid
            
            $
            9,267
            
            
            $
            9,930Interest
      rate swap paid
            
            
            3,964
            
            
            
            1,596Income
      taxes paid
            
            
            509
            
            
            
            355








The
accompanying notes are an integral part of these condensed consolidated
financial statements.




6
 Table
of Contents





WCA
WASTE CORPORATION


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)


(All
tables in thousands, except per share data)





1.  BASIS
OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS




Basis
of Presentation





WCA Waste
Corporation (WCA or the Company) is a vertically integrated, non-hazardous solid
waste collection and disposal company.





The
unaudited condensed consolidated financial statements included herein have been
prepared in accordance with generally accepted accounting principles in the
United States and pursuant to the rules and regulations of the Securities and
Exchange Commission (SEC) for quarterly reports on Form 10-Q.  Certain
information relating to the Company’s organization and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted pursuant to such
rules and regulations.  The Company believes that the presentations
and disclosures herein are adequate to make the information presented herein not
misleading when read in conjunction with its annual report on Form 10-K filed
with the SEC on March 12, 2009 which contains the Company’s audited consolidated
financial statements as of and for the year ended December 31,
2008.  The unaudited condensed consolidated financial statements as of
September 30, 2009 and for the three and nine months ended September 30, 2009
and 2008 reflect, in the opinion of management, all adjustments, consisting only
of normal recurring adjustments, necessary to fairly state the financial
position and results of operations for such periods.  Certain
reclassifications have been made to the prior period financial statements to
conform to the current presentation.  Please note, however, operating
results for interim periods are not necessarily indicative of the results for
full years.  For the description of the Company’s significant
accounting policies, see note 1 to Notes to Consolidated Financial Statements
included in the annual report on Form 10-K.





In
preparing its financial statements, the Company makes numerous estimates and
assumptions affecting the accounting for, and recognition and disclosure of,
assets, liabilities, stockholders’ equity, revenues and expenses.  The
most difficult, uncertain and subjective estimates and assumptions that the
Company makes relate to accounting for landfills, asset impairments, and
self-insurance reserves and recoveries.  The Company makes estimates
and assumptions because some of the information that it uses in accounting,
recognition and disclosure depends upon future events, other information cannot
be precisely determined based on available data or based on generally accepted
methodologies.  Actual results could differ materially from the
estimates and assumptions that the Company uses in the preparation of its
financial statements.





The
accompanying unaudited condensed consolidated financial statements include the
accounts of WCA Waste Corporation and its majority-owned and controlled
subsidiaries after elimination of all material intercompany balances and
transactions.





Recent
Accounting Pronouncements





In
June 2009, the FASB issued the FASB Accounting Standards Codification (the
Codification or ASC) as the single source of authoritative U.S. generally
accepted accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities.  The Codification does not change current
GAAP, but is intended to simplify user access to all authoritative GAAP by
providing all the authoritative literature related to a particular topic in one
place.  The Codification is effective for interim and annual periods
ending after September 15, 2009 and supersedes all existing non-SEC
accounting and reporting standards.  As a result, this quarterly
report on Form 10-Q and all subsequent public filings will reference the
Codification as the sole source of authoritative literature.





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 Table
of Contents




In June
2009, the FASB issued a pronouncement which enhances information reported to
users of financial statements by providing greater transparency about transfers
of financial assets and an entity’s continuing involvement in transferred
financial assets.  This pronouncement is effective for fiscal years
beginning after November 15, 2009 and earlier adoption is
prohibited.  The adoption of this pronouncement is not expected to
have any impact on the Company’s financial condition, results of operations or
cash flows.





In
June 2009, the FASB issued a pronouncement regarding certain guidance for
determining whether an entity is a variable interest entity and modifies the
methods allowed for determining the primary beneficiary of a variable interest
entity in order to improve financial reporting by companies involved with
variable interest entities and to provide more relevant and reliable information
to users of financial statements.  This pronouncement is effective for
fiscal years beginning after November 15, 2009 and earlier adoption is
prohibited.  The adoption of this pronouncement is not expected to
have any impact on the Company’s financial condition, results of operations or
cash flows.





In August
2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05), “Fair
Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair
Value.”  This update provides clarification for the fair value
measurement of liabilities in circumstances in which a quoted price in an active
market for an identical liability is not available.  ASU 2009-05 is
effective for the Company on October 1, 2009.  The adoption of this
standard is not expected to have a material impact on the Company’s financial
condition, results of operations or cash flows.





In
October 2009, the FASB issued ASU 2009-13 (ASU 2009-13), “Revenue Recognition
(Topic 605): Multiple-Deliverable Revenue Arrangements—a consensus of the FASB
Emerging Issues Task Force.”  This update amends the criteria for
revenue recognition of multi-deliverable arrangements and expands the required
disclosures of those arrangements.  ASU 2009-13 is effective for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010.  The Company is currently
evaluating the impact of ASU 2009-13 on the Company’s financial position,
results of operations or cash flows.





2.  ACQUISITIONS




The
Company completed two acquisitions during the nine months ended September 30,
2009.  On January 15, 2009, the Company consummated the purchase of a
transfer station permit and a 6.2 acre tract of land in Greensboro, North
Carolina for the future construction and operation of a transfer station from
MRR Southern, LLC and its affiliate.  The purchase consisted of $1.0
million in cash at closing and a seller note valued at $0.9 million with two
future payments of $0.5 million due on January 15, 2010 and 2011,
respectively.  On August 21, 2009, the Company acquired the assets of
Disposal Doctor, Inc., a roll-off collection operation located near Houston,
Texas.  Total consideration of this acquisition was approximately $2.3
million in cash.





The
purchase price for these transactions has been allocated to the identifiable
tangible and intangible assets acquired based on their estimated fair values at
the time of acquisitions.  The purchase price allocations are
considered preliminary until the Company is no longer waiting for information
that it has arranged to obtain and that is known to be available or
obtainable.  The time required to obtain the necessary information
will vary with specific acquisitions, however, the final purchase price
allocation will not exceed one year from the consummation of the
acquisition.





The
Company’s condensed consolidated financial statements include the results of
operations of the acquired businesses from their acquisition
date.  The acquisitions were not significant (within the meaning of
Regulation S-X) to the Company as a whole.





Based on
the preliminary assessments of values for these acquisitions, the Company
reflected land and land improvement costs of $1.9 million, other fixed assets of
$1.0 million, intangible assets of $0.4 million, goodwill of $0.7 million and
net working capital of $0.2 million.




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 Table
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3.  STOCK-BASED
COMPENSATION




The
Company established the 2004 WCA Waste Corporation Incentive Plan which has been
amended and restated from time to time to comply with applicable federal
law.  The plan authorizes the issuance of up to 2,250,000
shares.  As of September 30, 2009, there were approximately 291,000
remaining shares authorized for issuance.





During
the three and nine months ended September 30, 2009, 6,948 and 309,086 restricted
shares of the Company’s common stock, respectively, were granted to certain
officers, directors and key employees with an aggregate market value of
approximately $31,000 and $923,000 on the grant dates,
respectively.  The unearned compensation is being amortized to expense
on a straight-line basis over the required employment period, or the vesting
period, as the restrictions lapse at the end of each anniversary after the date
of grant.





The
following table reflects the Company’s restricted share activity for the three
and nine months ended September 30, 2009:





Three
      Months Ended September 30, 2009
            
            Nine
      Months Ended September 30, 2009Shares
            
            
            Weighted
      Average Grant-Date Fair Value
            
            Weighted
      Average Remaining Contractual Term (years)
            
            Shares
            
            
            Weighted
      Average Grant-Date Fair Value
            
            Weighted
      Average Remaining Contractual Term (years)Unvested
      at beginning of period
            
            
            685
            
            
            $
            5.21
            
            
            
            
            687
            
            
            $
            6.93Granted
            
            
            7
            
            
            
            4.51
            
            
            
            
            309
            
            
            
            2.99Vested
            
            
            (8
            )
            
            
            7.01
            
            
            
            
            (287
            )
            
            
            6.87Forfeited
            
            
            (32
            )
            
            
            6.66
            
            
            
            
            (57
            )
            
            
            6.65Unvested
      at September 30, 2009
            
            
            652
            
            
            $
            5.11
            
            2.18
            
            
            652
            
            
            $
            5.11
            
            2.18





The
Company has not granted any stock options since February 2005.  The
following table reflects the Company’s option activity for the three and nine
months ended September 30, 2009:





Three
      Months Ended September 30, 2009
            
            Nine
      Months Ended September 30, 2009Shares
            
            
            Weighted
      Average Exercise Price
            
            Weighted
      Average Remaining Contractual Term (years)
            
            Shares
            
            
            Weighted
      Average Exercise Price
            
            Weighted
      Average Remaining Contractual Term (years)Outstanding
      at beginning of period
            
            
            534
            
            
            $
            9.52
            
            
            
            
            576
            
            
            $
            9.52Grants
            
            
            —
            
            
            
            —
            
            
            
            
            —
            
            
            
            —Forfeitures
            
            
            —
            
            
            
            —
            
            
            
            
            (42
            )
            
            
            9.50Outstanding
      at September 30, 2009
            
            
            534
            
            
            $
            9.52
            
            4.75
            
            
            534
            
            
            $
            9.52
            
            4.75





As the
exercise prices of all outstanding options were greater than the Company’s
common stock share price as of September 30, 2009, there was no intrinsic value
as of September 30, 2009.





4.  EARNINGS
PER SHARE




Basic
earnings (loss) per share is computed by dividing net income (loss) available to
common stockholders by the weighted average number of shares of common stock
outstanding during the period.  Diluted earnings (loss) per share is
computed using the treasury stock method for options and restricted shares and
the if-converted method for convertible preferred stock and convertible
debt.





9
 Table
of Contents





The
detail of the earnings (loss) per share calculations for net loss available to
common stockholders for the three and nine months ended September 30, 2009 and
2008 is as follows:





Three
      Months
            
            
            
            Nine
      MonthsEnded
      September 30,
            
            
            
            Ended
      September 30,2009
            
            
            
            2008
            
            
            
            2009
            
            
            
            2008Numerator:Net
      income
            
            $
            826
            
            
            $
            720
            
            
            $
            2,223
            
            
            $
            1,244Accrued
      payment-in-kind dividend on preferred stock
            
            
            (1,076
            )
            
            
            (1,025
            )
            
            
            (3,192
            )
            
            
            (3,041
            )Net
      loss available to common stockholders for basic and diluted earnings
      (loss) per share
            
            $
            (250
            )
            
            $
            (305
            )
            
            $
            (969
            )
            
            $
            (1,797
            )Denominator:Weighted
      average basic shares outstanding
            
            
            15,850
            
            
            
            16,248
            
            
            
            15,801
            
            
            
            16,425Weighted
      average diluted shares outstanding
            
            
            15,850
            
            
            
            16,248
            
            
            
            15,801
            
            
            
            16,425Earnings
      (loss) per share:Basic
            
            $
            (0.02
            )
            
            $
            (0.02
            )
            
            $
            (0.06
            )
            
            $
            (0.11
            )Diluted
            
            $
            (0.02
            )
            
            $
            (0.02
            )
            
            $
            (0.06
            )
            
            $
            (0.11
            )





Due to
their antidilutive effect, the following potential common shares have been
excluded from the computation of diluted earnings (loss) per share:





Three
      Months
            
            
            
            Nine
      MonthsEnded
      September 30,
            
            
            
            Ended
      September 30,2009
            
            
            
            2008
            
            
            
            2009
            
            
            
            2008Stock
      options
            
            
            534
            
            
            
            582
            
            
            
            534
            
            
            
            582Restricted
      shares
            
            
            652
            
            
            
            705
            
            
            
            652
            
            
            
            705Convertible
      preferred stock
            
            
            9,117
            
            
            
            8,700
            
            
            
            9,014
            
            
            
            8,579Convertible
      debt
            
            
            790
            
            
            
            790
            
            
            
            790
            
            
            
            79011,093
            
            
            
            10,777
            
            
            
            10,990
            
            
            
            10,656





5.  LONG-TERM
DEBT




Long-term
debt consists of the following:





September
      30,
            
            
            December
      31,2009
            
            
            2008Senior
      Notes, with interest rate of 9.25%, due in June 2014
            
            $
            150,000
            
            
            $
            150,000Revolving
      note payable with financial institutions, variable interest rate based on
      LIBOR plus a margin (3.32% and 6.25% at September 30, 2009 and December
      31, 2008, respectively)
            
            
            48,500
            
            
            
            48,617Notes
      payable to banks and financial institutions, payable monthly through
      August 2009, weighted average interest rate of 6.77% at December 31,
      2008
            
            
            —
            
            
            
            39Note
      payable, with interest rate of 5%, due in January 2010
            
            
            —
            
            
            
            128Seller
      note, with two installments of $500 due on January 15, 2010 and
      2011
            
            
            918
            
            
            
            —Seller
      convertible notes, with interest rate of 5.5%, due in October
      2012
            
            
            1,575
            
            
            
            1,575200,993
            
            
            
            200,359Less
      current maturities
            
            
            500
            
            
            
            64$
            200,493
            
            
            $
            200,295





10
 Table
of Contents





The 9.25%
Senior Notes due 2014 are guaranteed by all of the Company’s current and future
subsidiaries as of September 30, 2009.  These guarantees are full,
unconditional and joint and several.  In addition, the Company has no
non-guarantor subsidiaries and no independent assets or operations outside of
its ownership of the subsidiaries.  There are no restrictions on the
subsidiaries to transfer funds through dividends or otherwise.  As of
September 30, 2009, the fair value of these notes, based on quoted market
prices, was approximately $145.5 million compared to a carrying amount of $150
million.





The
Company has a $175 million revolving credit facility.  As of September
30, 2009, there were $48.5 million outstanding under the revolving line of
credit and $12.5 million in letters of credit that serve as collateral for
insurance claims and bonding, leaving $114.0 million in available capacity under
the revolving credit facility.





In
January 2009, the Company repaid the note payable of $0.1 million with interest
rate of 5%.  The remaining notes payable were fully paid as of
September 30, 2009.





6.  INTEREST
RATE SWAP




On July
7, 2006, the Company entered into an interest rate swap agreement effective July
11, 2006, where it agreed to pay a fixed-rate of 5.64% in exchange for
three-month floating rate LIBOR which was 5.51% at the time the swap was
entered.  The Company did not enter into the interest rate swap
agreements for trading purposes.  The swap agreement was intended to
limit the Company’s exposure to a rising interest rate
environment.  At the time the swap was entered, there was no
offsetting floating rate LIBOR debt and therefore no floating rate interest
payments were anticipated.  As a result, the swap transaction could
not be designated as a hedging transaction and any changes in the unrealized
fair value of the swap are recognized in the statement of operations as a
non-cash gain or loss.  During the three and nine months ended
September 30, 2009, the Company reflected ­­­­­$0.9 million
and $1.7 million net loss related to the impact of interest rate swap,
respectively, in the accompanying condensed consolidated statements of
operations.  The realized loss portion of this swap was $1.9 million
and $5.1 million, respectively, and the unrealized gain in the mark to market of
the swap was $1.0 million and $3.4 million, respectively, for the three and nine
months ended September 30, 2009.  During the three and nine months
ended September 30, 2008, the Company reflected ­­­­­$1.0
million and $1.9 million net loss related to the impact of interest rate swap,
respectively, related to the interest rate swap in the accompanying condensed
consolidated statements of operations.  The realized loss portion of
this swap was $1.1 million and $2.5 million, respectively, and the unrealized
gain in the mark to market of the swap was $0.1 million and $0.6 million,
respectively, for the three and nine months ended September 30,
2008.  Considering the rates in effect at September 30, 2009, the
impact of the swap agreement is estimated to result in an $8.2 million loss
related to the realized portion of the interest rate swap over the next 12
months.





7.  FAIR
VALUE MEASUREMENTS




The
following table sets forth by level within the fair value hierarchy, the
Company’s financial assets and liabilities that were accounted for at fair value
on a recurring basis as of September 30, 2009.  For assets and
liabilities that are measured using quoted prices in active markets, the total
fair value is the published market price per unit multiplied by the number of
units held without consideration of transaction costs.  Assets and
liabilities that are measured using significant other observable inputs are
primarily valued by reference to quoted prices of similar assets or liabilities
in active markets, adjusted for any terms specific to that asset or
liability.  For all other assets and liabilities for which observable
inputs are used, fair value is derived through the use of fair value models,
such as a discounted cash flow model or other standard pricing
models.





Recurring
      fair value measurements
            
            Quoted Prices
      in Active
              Markets for
              Identical Items
              (Level 1)
            
            
            Significant
      Other
              Observable
              Inputs
              (Level 2)
            
            
            Significant
      Unobservable
              Inputs
              (Level 3)
            
            
            TotalLiabilities:Interest
      rate swap
            
            $
            —
            
            
            $
            8,228
            
            
            $
            —
            
            
            $
            8,228Total
      liabilities
            
            $
            —
            
            
            $
            8,228
            
            
            $
            —
            
            
            $
            8,228





11
 Table
of Contents





8.  LANDFILL
ACCOUNTING




Capitalized
Landfill Costs





At
September 30, 2009, the Company owned 24 landfills.  Two of these
landfills are fully permitted but not constructed and have not yet commenced
operations as of September 30, 2009.





Capitalized
landfill costs include expenditures for the acquisition of land and related
airspace, engineering and permitting costs, cell construction costs and direct
site improvement costs.  At September 30, 2009, no capitalized
interest had been included in capitalized landfill costs, however, in the future
interest could be capitalized on landfill construction projects but only during
the period the assets are undergoing activities to ready them for their intended
use.  Capitalized landfill costs are amortized ratably using the
units-of-production method over the estimated useful life of the site as
airspace of the landfill is consumed.  Landfill amortization rates are
determined periodically (not less than annually) based on ground surveys and
other density measures and estimates made by the Company’s engineers, outside
engineers, management and financial personnel.





Total
available airspace includes the total of estimated permitted airspace plus an
estimate of probable expansion airspace that the Company believes is likely to
be permitted.  Where the Company believes permit expansions are
probable, the expansion airspace, and the projected costs related to developing
the expansion airspace are included in the airspace amortization rate
calculation.  The criteria the Company uses to determine if permit
expansion is probable include but are not limited to whether: (i) the Company
believes the project has fatal flaws; (ii) the land is owned or controlled by
the Company, or under option agreement; (iii) the Company has committed to the
expansion; (iv) financial analysis has been completed and the results indicate
that the expansion has the prospect of a positive financial and operational
impact; (v) personnel are actively working to obtain land use, local and state
approvals for an expansion; (vi) the Company believes that the permit is likely
to be received; and (vii) the Company believes that the timeframe to complete
the permitting is reasonable.





The
Company may be unsuccessful in obtaining expansion permits for airspace that has
been considered probable.  If unsuccessful in obtaining these permits,
certain previously capitalized costs will be charged to expense.





Closure
and Post-Closure Obligations





The
Company has material financial commitments for the costs associated with its
future obligations for final closure, which is the closure of the landfill and
the capping of the final uncapped areas of a landfill and post-closure
maintenance of those facilities, which is generally expected to be for a period
of up to 30 years depending on type and location.





The
impact of changes determined to be changes in estimates, based on an annual
update, is accounted for on a prospective basis.  The Company’s
ultimate liability for such costs may increase in the future as a result of
changes in estimates, legislation, or regulations.





The
following table rolls forward the net landfill assets and closure and
post-closure liabilities from December 31, 2008 to September 30,
2009:





Landfill
      Assets, Net
            
            
            Closure
      and Post-closure LiabilitiesDecember
      31, 2008
            
            $
            179,588
            
            
            $
            7,398Capital
      expenditures
            
            
            17,200
            
            
            
            —Amortization
      expense
            
            
            (7,450
            )
            
            
            —Obligations
      incurred and capitalized
            
            
            356
            
            
            
            356Interest
      accretion
            
            
            —
            
            
            
            469September
      30, 2009
            
            $
            189,694
            
            
            $
            8,223





12
 Table
of Contents





The
Company’s liabilities for closure and post-closure costs are as
follows:





September
      30,
            
            
            December
      31,2009
            
            
            2008Recorded
      amounts:Current
      portion
            
            $
            —
            
            
            $
            —Noncurrent
      portion
            
            
            8,223
            
            
            
            7,398Total
      recorded
            
            $
            8,223
            
            
            $
            7,398





The
Company’s total anticipated cost for future closure and post-closure activities
is $173.6 million, as measured in current dollars.  The Company
believes the amount and timing of these activities are reasonably
estimable.   Where the Company believes that both the amount of a
particular closure and post-closure liability and the timing of the payments are
reliably determinable, the cost, in current dollars, is inflated 2.5% until
expected time of payment and then discounted to present value at the Company’s
credit-adjusted risk-free rate, which is estimated to be
8.5%.  Accretion expense is applied to the closure and post-closure
liability based on the effective interest method and is included in cost of
services.  Had the Company not discounted any portion of its liability
based on the amount of landfill airspace utilized to date, the closure and
post-closure liability recorded would have been $31.4 million and $29.6 million
at September 30, 2009 and December 31, 2008, respectively.





9.  INCOME
TAXES




The
Company accounts for income taxes under the asset and liability method, where
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying values of existing assets and liabilities and their respective tax
bases based on enacted tax rates.  The Company provides a valuation
allowance when, based on management’s estimates, it is more likely than not that
a deferred tax asset will not be realized in future periods.  Income
taxes have been provided for the nine months ended September 30, 2009 based upon
the Company’s anticipated 2009 annual effective income tax rate of 46.1% as
compared to 46.4% for the nine months ended September 30, 2008.  Such
rate differs from the federal statutory rate of 35% due to state income taxes,
valuation allowances associated with state net operating loss carryforwards and
estimates of non-deductible expenses.  In addition to the anticipated
2009 annual effective income tax rate of 46.1%, the Company reflected an
additional 9.6% of income taxes in the nine months ended September 30, 2009 for
discrete items within the period related to stock-based compensation
expense.





The
Company is subject to federal income tax in the United States and to state taxes
in the various states in which it operates within the United
States.  With few exceptions, the Company remains subject to both U.S
federal income tax and to state and local income tax examinations by taxing
authorities for tax years through 2000.  Currently, the Company is not
involved in any income tax examinations for any year.





Under the
provision of ASC Subtopic 740-10, the Company recorded approximately $1.8
million in other long-term liabilities for unrecognized tax benefits, which was
accounted for as a reduction to the January 1, 2007 balance of retained
earnings.  As of January 1, 2009, the Company had unrecognized tax
benefits of $1.8 million, all of which would have an impact on the annual
effective tax rate upon recognition.  The Company does not anticipate
a significant change in the balance of unrecognized tax benefits within the next
12 months.





The
Company recognizes interest and penalties accrued related to unrecognized tax
benefits in income tax expense.  This is an accounting policy election
made by the Company that is a continuation of the Company’s historical policy
and will continue to be consistently applied in the future.  During
the nine months ended September 30, 2009, the Company accrued approximately
$1,900 of interest and penalties.





13
 Table
of Contents





10.  STOCKHOLDERS’
EQUITY





During
the nine months ended September 30, 2009, the Company issued 252,126 restricted
shares, net of forfeitures, under the 2004 WCA Waste Corporation Incentive Plan,
as amended and restated.  These shares vest over periods ranging from
one to three years from the grant date.  The following table reflects
the changes in stockholders’ equity from December 31, 2008 to September 30,
2009:





Preferred
      Stock
            
            
            Common
      Stock
            
            
            Treasury
      Stock
            
            
            Additional
      Paid-in Capital
            
            
            Retained
      Earnings
              (Deficit)
            
            
            TotalDecember
      31, 2008
            
            $
            8
            
            
            $
            174
            
            
            $
            (5,322
            )
            
            $
            172,788
            
            
            $
            (28,145
            )
            
            $
            139,503Net
      income
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            2,223
            
            
            
            2,223Accrued
      payment-in-kind dividend on preferred stock
            
            
            1
            
            
            
            —
            
            
            
            —
            
            
            
            3,191
            
            
            
            (3,192
            )
            
            
            —Issuance
      of restricted shares to employees and directors
            
            
            —
            
            
            
            3
            
            
            
            —
            
            
            
            (3
            )
            
            
            —
            
            
            
            —Accretion
      of unearned compensation
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            1,300
            
            
            
            —
            
            
            
            1,300Restricted
      shares withheld
            
            
            —
            
            
            
            (1
            )
            
            
            —
            
            
            
            (172
            )
            
            
            —
            
            
            
            (173
            )September
      30, 2009
            
            $
            9
            
            
            $
            176
            
            
            $
            (5,322
            )
            
            $
            177,104
            
            
            $
            (29,114
            )
            
            $
            142,853





Preferred
Stock





On July
13, 2006, the Company’s shareholders approved the issuance of 750,000 shares of
convertible preferred stock at $100.00 per share in the private placement with
Ares Corporate Opportunities Fund II L.P. (Ares).  The shares were
issued on July 27, 2006 and a portion of the net proceeds were used to
completely repay the amounts outstanding under the credit
facility.  Issuance costs, including a 1% discount to Ares and other
transaction costs, totaled approximately $3.1 million.  The preferred
stock is convertible into shares of the Company’s common stock at a price of
$9.60 per share and carries a 5% payment-in-kind (PIK) dividend payable
semi-annually.





The
preferred shares were convertible into 7,812,500 shares of the Company’s common
stock on the issuance date and with the effect of the cumulative PIK dividends
at the end of five years would be convertible into 10,000,661 shares of common
stock.  Under the terms of the preferred agreement, under certain
circumstances, all five years’ worth of cumulative PIK dividends would
accelerate and become payable to the preferred holder.  The preferred
shareholder holds certain preferential rights, including the right to appoint
two directors.  The Company can force a conversion into its common
stock following either (i) the average of the closing price of the common stock
for each of 20 consecutive trading days exceeding $14.40 per share or (ii) a
fundamental transaction that Ares does not treat as a
liquidation.  After the fifth anniversary of issuance, the Company
can, at its discretion, redeem for cash equal to the liquidation preference
which is approximately $96.0 million.  After the fifth anniversary of
issuance, the Company can pay dividends in cash at its
discretion.  The original issuance date for the preferred stock is the
commitment date for both the preferred stock and the initial five years worth of
dividends as the payment of the dividends through in-kind payments is
non-discretionary for that initial five-year period.  Based on the
fair value of the Company’s underlying common stock on the issuance date and the
stated conversion date, there is no beneficial conversion feature associated
with the issuance of the preferred stock.





11.  SEGMENT
INFORMATION





The
Company’s operations consist of the collection, transfer, processing and
disposal of non-hazardous solid waste.  Revenues are generated
primarily from the Company’s collection operations to residential, commercial
and roll-off customers and landfill disposal services.  The following
table reflects total revenue by source for the three and nine months ended
September 30, 2009 and 2008:




14
 Table
of Contents





Three
      Months
            
            
            Nine
      MonthsEnded
      September 30,
            
            
            Ended
      September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Collection:Residential
            
            $
            13,953
            
            
            $
            12,875
            
            
            $
            41,218
            
            
            $
            37,152Commercial
            
            
            6,307
            
            
            
            5,384
            
            
            
            18,698
            
            
            
            15,377Roll-off
            
            
            11,633
            
            
            
            14,723
            
            
            
            35,402
            
            
            
            44,221Total
      collection
            
            
            31,893
            
            
            
            32,982
            
            
            
            95,318
            
            
            
            96,750Disposal
            
            
            17,648
            
            
            
            18,297
            
            
            
            53,203
            
            
            
            55,745Less
      Intercompany
            
            
            6,443
            
            
            
            7,415
            
            
            
            19,212
            
            
            
            22,571Disposal,
      net
            
            
            11,205
            
            
            
            10,882
            
            
            
            33,991
            
            
            
            33,174Transfer
      and other
            
            
            9,315
            
            
            
            12,553
            
            
            
            27,343
            
            
            
            35,105Less
      Intercompany
            
            
            2,867
            
            
            
            3,635
            
            
            
            8,742
            
            
            
            10,664Transfer
      and other, net
            
            
            6,448
            
            
            
            8,918
            
            
            
            18,601
            
            
            
            24,441Total
      revenue
            
            $
            49,546
            
            
            $
            52,782
            
            
            $
            147,910
            
            
            $
            154,365





The table
below reflects major operating segments (Region I: Kansas, Missouri; Region II:
Colorado, Florida, New Mexico, Oklahoma, Texas; Region III: Alabama, Arkansas,
North Carolina, South Carolina, Tennessee) for the three and nine months ended
September 30, 2009 and 2008:





Region
      I
            
            
            Region
      II
            
            
            Region
      III
            
            
            Corporate
            
            
            TotalThree
      months ended September 30, 2009:Revenue
            
            $
            13,193
            
            
            $
            25,517
            
            
            $
            10,836
            
            
            $
            —
            
            
            $
            49,546Depreciation
      and amortization
            
            
            1,490
            
            
            
            3,236
            
            
            
            1,868
            
            
            
            120
            
            
            
            6,714Operating
      income (loss)
            
            
            1,728
            
            
            
            4,384
            
            
            
            1,093
            
            
            
            (219
            )
            
            
            6,986Capital
      expenditures
            
            
            1,047
            
            
            
            2,552
            
            
            
            796
            
            
            
            7
            
            
            
            4,402Capital
      expenditures (Acquisitions, net of divestitures)
            
            
            —
            
            
            
            1,027
            
            
            
            —
            
            
            
            —
            
            
            
            1,027Three
      months ended September 30, 2008:Revenue
            
            $
            13,802
            
            
            $
            25,903
            
            
            $
            13,077
            
            
            $
            —
            
            
            $
            52,782Depreciation
      and amortization
            
            
            1,311
            
            
            
            3,327
            
            
            
            1,983
            
            
            
            117
            
            
            
            6,738Operating
      income
            
            
            1,556
            
            
            
            3,776
            
            
            
            1,157
            
            
            
            476
            
            
            
            6,965Capital
      expenditures
            
            
            2,428
            
            
            
            6,081
            
            
            
            1,808
            
            
            
            13
            
            
            
            10,330Capital
      expenditures (Acquisitions, net of divestitures)
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Nine
      months ended September 30, 2009:Revenue
            
            $
            38,481
            
            
            $
            77,453
            
            
            $
            31,976
            
            
            $
            —
            
            
            $
            147,910Depreciation
      and amortization
            
            
            4,421
            
            
            
            9,736
            
            
            
            5,564
            
            
            
            366
            
            
            
            20,087Operating
      income (loss)
            
            
            4,690
            
            
            
            13,696
            
            
            
            3,015
            
            
            
            (1,199
            )
            
            
            20,202Capital
      expenditures
            
            
            5,602
            
            
            
            13,001
            
            
            
            1,871
            
            
            
            27
            
            
            
            20,501Capital
      expenditures (Acquisitions, net of divestitures)
            
            
            —
            
            
            
            1,027
            
            
            
            1,872
            
            
            
            —
            
            
            
            2,899Nine
      months ended September 30, 2008:Revenue
            
            $
            40,040
            
            
            $
            76,190
            
            
            $
            38,135
            
            
            $
            —
            
            
            $
            154,365Depreciation
      and amortization
            
            
            3,952
            
            
            
            9,719
            
            
            
            6,089
            
            
            
            378
            
            
            
            20,138Operating
      income
            
            
            4,501
            
            
            
            10,461
            
            
            
            2,110
            
            
            
            1,499
            
            
            
            18,571Capital
      expenditures
            
            
            4,681
            
            
            
            13,823
            
            
            
            4,995
            
            
            
            128
            
            
            
            23,627Capital
      expenditures (Acquisitions, net of divestitures)
            
            
            —
            
            
            
            10
            
            
            
            —
            
            
            
            —
            
            
            
            10Total
      assets:September
      30, 2009
            
            $
            83,645
            
            
            $
            176,452
            
            
            $
            102,891
            
            
            $
            28,031
            
            
            $
            391,019December
      31, 2008
            
            
            83,420
            
            
            
            173,609
            
            
            
            106,303
            
            
            
            24,626
            
            
            
            387,958





Total
assets for Corporate include cash, certain permitted but unopened landfills and
corporate airplane.





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12.  COMMITMENTS
AND CONTINGENCIES




Legal
Proceedings





The
Company is a party to various legal proceedings that have arisen in the ordinary
course of business.  While the results of these matters cannot be
predicted with certainty, the Company believes that losses, if any, resulting
from the ultimate resolution of these matters will not have a material adverse
effect on the Company’s consolidated financial position, results of operations
or cash flows.  However, unfavorable resolution could affect the
consolidated financial position, results of operations or cash flows for the
quarterly period in which they are resolved.





Other
than routine litigation incidental to the Company’s business, which is not
currently expected to have a material adverse effect upon its financial
condition, results of operations or prospects, there are no pending material
legal proceedings to which the Company is a party or to which any of its
property is subject.  While management believes a majority of the
Company’s present litigation matters are covered by insurance, subject to
deductibles and the self-insured portion (as described below), no assurance can
be given with respect to the outcome of any such proceedings or the effect such
outcomes may have on the Company, or that the Company’s insurance would be
adequate to cover all liability, costs and expenses associated with such
litigation matters.





Other
Potential Proceedings





In the
normal course of business and as a result of the extensive governmental
regulation of the solid waste industry, the Company may periodically become
subject to various judicial and administrative proceedings involving federal,
state or local agencies.  In these proceedings, an agency may seek to
impose fines on the Company or to revoke or deny renewal of an operating permit
it holds.  From time to time, the Company may also be subject to
actions brought by citizens’ groups or adjacent landowners or residents in
connection with the permitting and licensing of landfills and transfer stations
the Company owns or operates or alleging environmental damage or violations of
the permits and licenses pursuant to which the Company
operates.  Moreover, the Company may become party to various claims
and suits pending for alleged damages to persons and property, alleged
violations of certain laws and alleged liabilities arising out of matters
occurring during the normal operation of a waste management
business.





No
assurance can be given with respect to the outcome of any such proceedings or
the effect such outcomes may have on the Company, or that the Company’s
insurance coverage would be adequate.  The Company is self-insured for
a portion of its general liability, workers’ compensation and automobile
liability.  The Company’s excess loss limits related to its
self-insured portion of general liability, workers’ compensation and automobile
liability are $100,000, $250,000 and $250,000, respectively.  The
frequency and amount of claims or incidents could vary significantly from
quarter-to-quarter and/or year-to-year, resulting in increased volatility of its
costs of services.  Although the Company is unable to estimate any
possible losses, a significant judgment against the Company, the loss of
significant permits or licenses or the imposition of a significant fine or other
liabilities could have a material adverse effect on the Company’s financial
condition, results of operations and prospects.





13.  SUBSEQUENT
EVENTS




On
October 29, 2009, the Company signed a letter of intent to acquire the assets of
Live Earth, LLC. which include Sunny Farms Landfill located in Seneca County,
Ohio, Champion City Recovery, a transfer station located south of Boston,
Massachusetts, and a rail haul operation over the CSX rail line transporting
waste from the east coast to Sunny Farms Landfill.  The letter of
intent is non-binding and the proposed acquisition of Live Earth is subject to
the completion of due diligence, the negotiation of definitive agreements,
approval of our stockholders and other customary
conditions.  Additional information regarding the proposed acquisition
of Live Earth is available in our current report on Form 8-K filed on October
30, 2009.





The
Company has evaluated subsequent events through October 30, 2009, which is the
date the financial statements were issued.




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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.





The following discussion should be read
in conjunction with the unaudited condensed consolidated financial statements
and notes thereto included elsewhere in this quarterly report on Form 10-Q. In
addition, reference should be made to our audited consolidated financial
statements and notes thereto and related “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” included in our annual report
on Form 10-K  for the year ended December 31, 2008 as filed with the
SEC on March 12, 2009. The discussion below contains forward-looking statements
that involve risks and uncertainties.  For additional information
regarding some of these risks and uncertainties, please read “Risk Factors and
Cautionary Statement About Forward-Looking Statements” included elsewhere in
this quarterly report on Form 10-Q.  Unless the context requires
otherwise, references in this quarterly report on Form 10-Q to “WCA Waste,”
“we,” “us” or “our” refer to WCA Waste Corporation on a consolidated
basis.





Overview





We are 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, 2009, we served approximately 355,000 commercial, industrial and
residential collection customers and 5,000 landfill and transfer station
customers in Alabama, Arkansas, Colorado, Florida, Kansas, Missouri, New Mexico,
North Carolina, Oklahoma, South Carolina, Tennessee and Texas.  We
currently own and/or operate 24 landfills, 26 collection operations and 23
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, we
currently operate but do not own three of the transfer stations.





General
Review of Results for the Three and Nine Months Ended September 30,
2009





Our
operations consist of the collection, transfer, processing and disposal of
non-hazardous solid waste.  Our revenue is generated primarily from
our landfill disposal services and our collection operations provided to
residential, commercial and roll-off customers.  Internalization
refers to the disposal of collected waste into the landfills we
own.  All collected waste must ultimately be processed or disposed of,
with landfills being the main depository for such waste.  Generally,
the most cost efficient collection services occur within a 35-mile operating
radius from the disposal site (up to 100 miles if a transfer station is
used).  Collection companies that do not own a landfill within such
range from their collection routes will usually have to dispose of the waste
they collect in landfills owned by third parties.  Thus, owning a
landfill in a market area increases internalization which increases operating
margins, improves operating cash flows and provides substantial leverage in the
waste management business.  Our internalization for the three and nine
months ended September 30, 2009 was 67.7% and 68.5%, respectively.





The
following table reflects our revenue segmentation (before elimination of
intercompany revenue) for the three and nine months ended September 30, 2009 and
2008:





Three
      Months Ended
            
            
            Nine
      Months EndedSeptember
      30,
            
            
            September
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008Collection
            
            
            54.2
            %
            
            
            51.7
            %
            
            
            54.2
            %
            
            
            51.6
            %Disposal
            
            
            30.0
            %
            
            
            28.7
            %
            
            
            30.3
            %
            
            
            29.7
            %Transfer
      and other
            
            
            15.8
            %
            
            
            19.6
            %
            
            
            15.5
            %
            
            
            18.7
            %Total
      revenue before intercompany elimination
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %





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The
following table reflects our total revenue by source for the three and nine
months ended September 30, 2009 and 2008 (dollars in thousands):





Three
      Months
            
            
            Nine
      MonthsEnded
      September 30,
            
            
            Ended
      September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Collection:Residential
            
            $
            13,953
            
            
            $
            12,875
            
            
            $
            41,218
            
            
            $
            37,152Commercial
            
            
            6,307
            
            
            
            5,384
            
            
            
            18,698
            
            
            
            15,377Roll-off
            
            
            11,633
            
            
            
            14,723
            
            
            
            35,402
            
            
            
            44,221Total
      collection
            
            
            31,893
            
            
            
            32,982
            
            
            
            95,318
            
            
            
            96,750Disposal
            
            
            17,648
            
            
            
            18,297
            
            
            
            53,203
            
            
            
            55,745Less
      Intercompany
            
            
            6,443
            
            
            
            7,415
            
            
            
            19,212
            
            
            
            22,571Disposal,
      net
            
            
            11,205
            
            
            
            10,882
            
            
            
            33,991
            
            
            
            33,174Transfer
      and other
            
            
            9,315
            
            
            
            12,553
            
            
            
            27,343
            
            
            
            35,105Less
      Intercompany
            
            
            2,867
            
            
            
            3,635
            
            
            
            8,742
            
            
            
            10,664Transfer
      and other, net
            
            
            6,448
            
            
            
            8,918
            
            
            
            18,601
            
            
            
            24,441Total
      revenue
            
            $
            49,546
            
            
            $
            52,782
            
            
            $
            147,910
            
            
            $
            154,365





Please
read note 11 to our condensed consolidated financial statements included in Item
1 of this report for certain geographic information related to our
operations.





Costs of
services include, but are not limited to, labor, fuel and other operating
expenses, equipment maintenance, disposal fees paid to third-party disposal
facilities, insurance premiums and claims expense, selling expenses, wages and
salaries of field personnel located at operating facilities, third-party
transportation expense and state and local waste taxes.  We are
self-insured for up to $100,000, $250,000 and $250,000 of our general liability,
workers’ compensation and automobile liability per claim,
respectively.  The frequency and amount of claims or incidents could
vary significantly from quarter-to-quarter and/or year-to-year, resulting in
increased volatility of our costs of services.





General
and administrative expenses include the salaries and benefits of our corporate
management, certain centralized reporting, information technology and cash
management costs and other overhead costs associated with our corporate
office.





Depreciation
and amortization expense includes depreciation of fixed assets over their
estimated useful lives using the straight-line method and amortization of
landfill costs and asset retirement costs based on the consumption of
airspace.





In the
past, we capitalized third-party expenditures related to pending acquisitions,
such as legal, engineering, and accounting expenses, and certain direct
expenditures such as travel costs.  We expensed indirect acquisition
costs, such as salaries, commissions and other corporate services, as we
incurred them.  We routinely evaluated all capitalized costs, and
expensed those related to projects that we believed were not likely to
succeed.  Starting in 2009, all acquisition-related transaction and
restructuring costs are expensed as incurred rather than capitalized as part of
the acquisition costs.





After an
acquisition is completed, we incur integration expenses related to (i)
incorporating newly-acquired truck fleets into our preventative maintenance
program, (ii) testing new employees to comply with Department of Transportation
regulations, (iii) implementing our safety program, (iv) re-routing trucks and
equipment to assure maximization of routing efficiencies and disposal
internalization, and (v) converting customers to our billing
system.  We generally expect that the costs of acquiring and
integrating an acquired business will be incurred primarily during the first 12
months after acquisition.  Synergies from tuck-in acquisitions can
also take as long as 12 months to be realized.





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Forward-Looking
Statements and Non-GAAP Measures





As
indicated in “Risk Factors and Cautionary Statement About Forward-Looking
Statements” above, this report contains forward-looking statements, all of which
are qualified by the risk factors and other statements set forth in that
section.





Our
management evaluates our performance based on non-GAAP measures, of which the
primary performance measure is adjusted EBITDA.  EBITDA, as commonly
defined, refers to earnings before interest, taxes, depreciation and
amortization.  Our adjusted EBITDA consists of earnings (net income or
loss) available to common stockholders before preferred stock dividend, interest
expense (including write-off of deferred financing costs and debt discount),
impact of interest rate swap agreements, income tax expense, depreciation and
amortization, impairment of goodwill, net loss on early disposition of notes
receivable/payable, and expenses associated with a terminated
transaction.  We also use these same measures when evaluating
potential acquisition candidates.





We
believe adjusted 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 (PIK)
      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 adjusted 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 or adjusted EBITDA) for solid waste companies we intend to
      acquire.  The appropriate EBITDA or adjusted 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;




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·
            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.





The
following presents a reconciliation of our adjusted EBITDA to net loss available
to common stockholders (dollars in thousands):





Three
      Months
            
            
            Nine
      MonthsEnded
      September 30,
            
            
            Ended
      September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Adjusted
      EBITDA
            
            $
            13,746
            
            
            $
            13,830
            
            
            $
            40,639
            
            
            $
            38,930Expenses
      associated with a terminated transaction
            
            
            —
            
            
            
            —
            
            
            
            (259
            )
            
            
            —Loss
      on early disposition of note receivable
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (326
            )Depreciation
      and amortization
            
            
            (6,714
            )
            
            
            (6,738
            )
            
            
            (20,087
            )
            
            
            (20,138
            )Interest
      expense, net
            
            
            (4,511
            )
            
            
            (4,642
            )
            
            
            (13,525
            )
            
            
            (13,785
            )Impact
      of interest rate swap
            
            
            (905
            )
            
            
            (962
            )
            
            
            (1,748
            )
            
            
            (1,869
            )Income
      tax provision
            
            
            (790
            )
            
            
            (768
            )
            
            
            (2,797
            )
            
            
            (1,568
            )Accrued
      payment-in-kind dividend on preferred stock
            
            
            (1,076
            )
            
            
            (1,025
            )
            
            
            (3,192
            )
            
            
            (3,041
            )Net
      loss available to common stockholders
            
            $
            (250
            )
            
            $
            (305
            )
            
            $
            (969
            )
            
            $
            (1,797
            )





Our
adjusted EBITDA, as we define it, may not be comparable to similarly titled
measures employed by other companies and is not a measure of performance
calculated in accordance with GAAP.  Adjusted EBITDA should not be
considered in isolation or as substitutes for operating income, net income or
loss, cash flows provided by operating, investing and financing activities, or
other income or cash flow statement data prepared in accordance with
GAAP.





Acquisitions





We target
acquisition opportunities that will benefit from our core operating strategy of
maximizing the internalization of waste.  In markets where we already
own a landfill, we still intend to focus on expanding our presence by acquiring
companies that also operate in that market or in adjacent markets (“tuck–in”
acquisitions).  Tuck-in acquisitions are sought to provide growth in
revenue and increase market share and enable disposal internalization and
consolidation of duplicative facilities and functions to maximize cost
efficiencies and economies of scale.  If we find an attractive new
market, we seek to enter that market by acquiring a permitted landfill, followed
by acquiring collection and/or transfer operations and internalizing waste into
the landfill.





Any
acquisition we make would be financed by cash on hand and available capacity
under our revolving credit facility, and through additional debt, and/or
additional equity, including common stock or preferred stock.





Since
completing our initial public offering in June 2004 through the nine months
ended September 30, 2009, we have completed 36 acquisitions.  The
purchase price for these acquisitions consisted of approximately $237.0 million
of cash, $1.3 million of prepaid airspace, $6.1 million of convertible debt, a
seller note valued at $0.9 million, $11.9 million of assumed debt (net of $0.5
million of debt discount), $4.4 million of assumed deferred tax liabilities and
1,726,336 shares of our common stock, less a note receivable valued at $7.2
million.





We
completed two acquisitions during the nine months ended September 30,
2009.  Total consideration for these acquisitions included $3.3
million of cash and a seller note valued at $0.9 million with two future
payments of $0.5 million due on January 15, 2010 and 2011,
respectively.  Information concerning our acquisitions may be found in
our previously filed periodic and current reports and in note 2 to the condensed
consolidated financial statements included in Item 1 of this
report.





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The
following sets forth additional information regarding our acquisitions since our
initial public offering:





Company
            
            Location
            
            Region
            
            Completion
      Date
            
            OperationsTexas
      Environmental Waste
            
            Houston,
      TX
            
            II
            
            July
      13, 2004
            
            CollectionAshley
      Trash Service
            
            Springfield,
      MO
            
            I
            
            August
      17, 2004
            
            CollectionPower
      Waste
            
            Birmingham,
      AL
            
            III
            
            August
      31, 2004
            
            CollectionBlount
      Recycling
            
            Birmingham,
      AL
            
            III
            
            September
      3, 2004
            
            Collection,
      Landfill & Transfer StationTranslift,
      Inc.
            
            Little
      Rock, AR
            
            III
            
            September
      17, 2004
            
            CollectionRural
      Disposal, Inc.
            
            Willow
      Springs, MO
            
            I
            
            November
      12, 2004
            
            CollectionTrash
      Away, Inc.
            
            Piedmont,
      SC
            
            III
            
            November
      30, 2004
            
            Collection
      & Transfer StationGecko
      Investments (Eagle Ridge)
            
            St.
      Louis, MO
            
            I
            
            January
      11, 2005
            
            Collection
      & LandfillMRR
      Southern, LLC
            
            High
      Point/Raleigh, NC
            
            III
            
            April
      1, 2005
            
            Landfill,
      Transfer Station & MRFTriangle
      Environmental
            
            Raleigh,
      NC
            
            III
            
            May
      16, 2005
            
            CollectionFoster
      Ferguson
            
            El
      Dorado Springs, MO
            
            I
            
            May
      16, 2005
            
            CollectionTriad
      Waste
            
            High
      Point, NC
            
            III
            
            May
      31, 2005
            
            CollectionProper
      Disposal
            
            Chanute,
      KS
            
            I
            
            May
      31, 2005
            
            CollectionFort
      Meade Landfill
            
            Fort
      Meade, FL
            
            II
            
            October
      3, 2005
            
            LandfillMeyer
      & Gabbert
            
            Sarasota/Arcadia,
      FL
            
            II
            
            October
      3, 2005
            
            Collection,
      Landfill & Transfer StationPendergrass
      Refuse
            
            Springfield,
      MO
            
            I
            
            October
      4, 2005
            
            CollectionAndy’s
      Hauling
            
            Sarasota,
      FL
            
            II
            
            October
      21, 2005
            
            CollectionTransit
      Waste
            
            Durango,
      CO/Bloomfield, NM
            
            II
            
            February
      10, 2006
            
            Collection
      & LandfillFort
      Myers Transfer Station (*)
            
            Fort
      Myers, FL
            
            II
            
            August
      10, 2006
            
            Transfer
      StationWCA
      of St. Lucie, LLC
            
            St.
      Lucie, FL
            
            II
            
            October
      2, 2006
            
            Transfer
      StationSunrise
      Disposal, LLC
            
            Springfield,
      MO
            
            I
            
            December
      28, 2006
            
            CollectionSouthwest
      Dumpster, Inc. (*)
            
            Fort
      Myers, FL
            
            II
            
            January
      3, 2007
            
            CollectionAmerican
      Waste, Inc.
            
            Oklahoma
      City, OK
            
            II
            
            February
      21, 2007
            
            Collection
      & LandfillKlean
      Way Disposal, Inc.
            
            Springfield,
      MO
            
            I
            
            March
      30, 2007
            
            CollectionCarpenter
      Waste Systems, LLC
            
            Oklahoma
      City, OK
            
            II
            
            May
      31, 2007
            
            CollectionFort
      Bend Regional Landfill
            
            Houston,
      TX
            
            II
            
            June
      29, 2007
            
            Collection,
      Landfill & Transfer StationBig
      Red Containers, Inc.
            
            Ardmore,
      OK
            
            II
            
            August
      14, 2007
            
            CollectionRoll-Off
      Rentals
            
            Huntsville,
      AL
            
            III
            
            September
      4, 2007
            
            CollectionWaste
      Pro Services, LLC
            
            Houston,
      TX
            
            II
            
            October
      1, 2007
            
            CollectionDH
      Griffin Container Services, LLC
            
            Greensboro,
      NC
            
            III
            
            October
      1, 2007
            
            CollectionDH
      Griffin Container of Raleigh, LLC
            
            Raleigh,
      NC
            
            III
            
            October
      1, 2007
            
            CollectionMaguire
      Disposal, Inc.
            
            Oklahoma
      City, OK
            
            II
            
            January
      2, 2008
            
            CollectionAdvantage
      Waste Services
            
            Springfield/Verona,
      MO
            
            I
            
            October
      1, 2008
            
            Collection
      & Transfer StationAdvanced
      Waste Services
            
            Houston,
      TX
            
            II
            
            October
      31, 2008
            
            CollectionMRR
      Southern, LLC
            
            Greensboro,
      NC
            
            III
            
            January
      15, 2009
            
            Transfer
      StationDisposal
      Doctor, Inc.
            
            Houston,
      TX
            
            II
            
            August
      21, 2009
            
            Collection




(*) These
assets were exchanged as part of the consideration for the acquisition of Fort
Bend Regional Landfill.





Although
our acquisition program has been less active since the fourth quarter of 2007
due to general market conditions, we continue to seek acquisition opportunities
that enable us to effectively leverage our existing infrastructure and maximize
the internalization of waste.  We are also evaluating opportunistic
potential acquisitions both within and outside our existing
footprint.





21
 Table
of Contents





Results
of Operations





Three
Months Ended September 30, 2009 Compared to Three Months Ended September 30,
2008





The
following table sets forth the components of operating income (loss) by major
operating segments (Region I: Kansas, Missouri; Region II: Colorado, Florida,
New Mexico, Oklahoma, Texas; Region III: Alabama, Arkansas, North Carolina,
South Carolina, Tennessee) for the three months ended September 30, 2009 and
2008 and the changes between the segments for each category (dollars in
thousands):





Region
      I
            
            
            Region
      II
            
            
            Region
      III
            
            
            Corporate
            
            
            Total
            
            
            %
      of RevenueThree
      months ended September 30, 2009:Revenue
            
            $
            13,193
            
            
            $
            25,517
            
            
            $
            10,836
            
            
            $
            —
            
            
            $
            49,546
            
            
            
            100.0Cost
      of services
            
            
            9,174
            
            
            
            16,415
            
            
            
            7,197
            
            
            
            —
            
            
            
            32,786
            
            
            
            66.2Depreciation
      and amortization
            
            
            1,490
            
            
            
            3,236
            
            
            
            1,868
            
            
            
            120
            
            
            
            6,714
            
            
            
            13.5General
      and administrative
            
            
            801
            
            
            
            1,482
            
            
            
            678
            
            
            
            99
            
            
            
            3,060
            
            
            
            6.2Operating
      income (loss)
            
            $
            1,728
            
            
            $
            4,384
            
            
            $
            1,093
            
            
            $
            (219
            )
            
            $
            6,986
            
            
            
            14.1Three
      months ended September 30, 2008:Revenue
            
            $
            13,802
            
            
            $
            25,903
            
            
            $
            13,077
            
            
            $
            —
            
            
            $
            52,782
            
            
            
            100.0Cost
      of services
            
            
            10,092
            
            
            
            16,984
            
            
            
            8,984
            
            
            
            —
            
            
            
            36,060
            
            
            
            68.3Depreciation
      and amortization
            
            
            1,311
            
            
            
            3,327
            
            
            
            1,983
            
            
            
            117
            
            
            
            6,738
            
            
            
            12.8General
      and administrative
            
            
            843
            
            
            
            1,816
            
            
            
            953
            
            
            
            (593
            )
            
            
            3,019
            
            
            
            5.7Operating
      income
            
            $
            1,556
            
            
            $
            3,776
            
            
            $
            1,157
            
            
            $
            476
            
            
            $
            6,965
            
            
            
            13.2Increase/(decrease)
      in 2009 compared to 2008:Revenue
            
            $
            (609
            )
            
            $
            (386
            )
            
            $
            (2,241
            )
            
            $
            —
            
            
            $
            (3,236
            )Cost
      of services
            
            
            (918
            )
            
            
            (569
            )
            
            
            (1,787
            )
            
            
            —
            
            
            
            (3,274
            )Depreciation
      and amortization
            
            
            179
            
            
            
            (91
            )
            
            
            (115
            )
            
            
            3
            
            
            
            (24
            )General
      and administrative
            
            
            (42
            )
            
            
            (334
            )
            
            
            (275
            )
            
            
            692
            
            
            
            41Operating
      income (loss)
            
            $
            172
            
            
            $
            608
            
            
            $
            (64
            )
            
            $
            (695
            )
            
            $
            21





Revenue. Total revenue for
the three months ended September 30, 2009 decreased by 6.1% to $49.5 million
from $52.8 million for the three months ended September 30, 2008.  We
estimate that volume decreases of $2.8 million and decreases in fuel surcharges
of $1.9 million were partially offset by acquisition growth of $1.5
million.  Revenue from operational pricing remained consistent during
the three months ended September 30, 2009 and 2008.  The above table
reflects the change in revenue in each operating region.  The
financial results of completed acquisitions are generally blended with existing
operations and do not have separate financial information available with the
exception of new regions acquired which can be analyzed
individually.  Revenue in Region III decreased $2.2 million primarily
due to the volume decreases in Alabama and North Carolina as a result of general
market conditions.





Cost of services. Total cost
of services for the three months ended September 30, 2009 decreased $3.3
million, or 9.1%, to $32.8 million from $36.1 million for the three months ended
September 30, 2008.  The primary cause of the decrease in cost of
services was a $2.5 million reduction in fuel costs.  Additionally,
cost of services in Region III decreased $1.8 million as a result of the
decrease in revenue in this region.





Overall
cost of services decreased to 66.2% of revenue for the three months ended
September 30, 2009 from 68.3% during the same period last
year.  Decreases in operating costs as a percentage of revenue were
primarily attributable to lower fuel prices.  Diesel fuel costs as a
percentage of revenue decreased from 10.0% for the three months ended September
30, 2008 to 5.7% for the three months ended September 30, 2009.  Other
than periodic volatility in fuel prices, inflation has not materially affected
our operations.





22
 Table
of Contents





The
following table sets forth items below operating income in our condensed
consolidated statement of operations and as a percentage of revenue for the
three months ended September 30, 2009 and 2008 (dollars in
thousands):





Three
      Months Ended September 30,2009
            
            
            2008Operating
      income
            
            $
            6,986
            
            
            
            14.1
            %
            
            $
            6,965
            
            
            
            13.2
            %Interest
      expense, net
            
            
            (4,511
            )
            
            
            (9.1
            )
            
            
            (4,642
            )
            
            
            (8.8
            )Impact
      on interest rate swap
            
            
            (905
            )
            
            
            (1.8
            )
            
            
            (962
            )
            
            
            (1.8
            )Other
      income, net
            
            
            46
            
            
            
            0.1
            
            
            
            127
            
            
            
            0.2Income
      tax provision
            
            
            (790
            )
            
            
            (1.6
            )
            
            
            (768
            )
            
            
            (1.5
            )Accrued
      payment-in-kind dividend on preferred stock
            
            
            (1,076
            )
            
            
            (2.2
            )
            
            
            (1,025
            )
            
            
            (1.9
            )Net
      loss available to common stockholders
            
            $
            (250
            )
            
            
            (0.5
            )%
            
            $
            (305
            )
            
            
            (0.6
            )%





Interest expense, net.Interest expense, net for the three months ended September 30, 2009
decreased $0.1 million, or 2.8%, to $4.5 million from $4.6 million for the three
months ended September 30, 2008.  Interest expense for the three
months ended September 30, 2009 included $0.1 million additional amortization of
deferred financing costs related to the amendment of our revolving credit
agreement while interest expense for the three months ended September 30, 2008
included $0.2 million amortization of remaining debt discount associated with
the early repayment of Environmental Facilities Revenue Bonds.





Impact of interest rate swap.
The impact of interest rate swap for the three months ended September 30, 2009
was attributable to a $1.9 million loss related to the realized portion of the
interest rate swap we entered into in July 2006 and a $1.0 million gain related
to the unrealized portion in the mark to market of the swap.  The
impact of interest rate swap for the three months ended September 30, 2008
consisted of a $1.1 million loss related to the realized portion of the interest
rate swap and a $0.1 million gain related to the unrealized portion in the mark
to market of the swap.  At the time we entered into the swap, we had
no floating rate debt and therefore no floating rate interest payments were
anticipated.  As a result, the swap transaction could not be
designated as a hedging transaction and any changes in the unrealized fair value
of the swap are recognized in the statement of operations.  For more
information regarding the interest rate swap agreement, please see note 6 to our
condensed consolidated financial statements included in Item 1 above and Item 3
“Quantitative and Qualitative Disclosures About Market Risk” below.





Income tax provision. Income
tax provision for the three months ended September 30, 2009 as a percentage of
pre-tax income was 48.9% as compared to 51.6% for the three months ended
September 30, 2008.  The rate in the current year period reflects a
combination of the projected full year tax rate and certain discrete
items.  The discrete items which account for 9.6% of pre-tax income
during the nine months ended September 30, 2009 primarily relate to stock-based
compensation expense.





Accrued payment-in-kind dividend on
preferred stock. The $1.1 million and $1.0 million in accrued PIK
dividend on preferred stock relate to the accretion of the 5% PIK dividend on
our Series A Convertible Preferred Stock during the three months ended September
30, 2009 and 2008, respectively.





23
 Table
of Contents




Nine
Months Ended September 30, 2009 Compared to Nine Months Ended September 30,
2008





The
following table sets forth the components of operating income (loss) by major
operating segments (Region I: Kansas, Missouri; Region II: Colorado, Florida,
New Mexico, Oklahoma, Texas; Region III: Alabama, Arkansas, North Carolina,
South Carolina, Tennessee) for the nine months ended September 30, 2009 and 2008
and the changes between the segments for each category (dollars in
thousands):





Region
      I
            
            
            Region
      II
            
            
            Region
      III
            
            
            Corporate
            
            
            Total
            
            
            %
      of RevenueNine
      months ended September 30, 2009:Revenue
            
            $
            38,481
            
            
            $
            77,453
            
            
            $
            31,976
            
            
            $
            —
            
            
            $
            147,910
            
            
            
            100.0Cost
      of services
            
            
            26,967
            
            
            
            49,577
            
            
            
            21,363
            
            
            
            —
            
            
            
            97,907
            
            
            
            66.2Depreciation
      and amortization
            
            
            4,421
            
            
            
            9,736
            
            
            
            5,564
            
            
            
            366
            
            
            
            20,087
            
            
            
            13.6General
      and administrative
            
            
            2,403
            
            
            
            4,444
            
            
            
            2,034
            
            
            
            833
            
            
            
            9,714
            
            
            
            6.5Operating
      income (loss)
            
            $
            4,690
            
            
            $
            13,696
            
            
            $
            3,015
            
            
            $
            (1,199
            )
            
            $
            20,202
            
            
            
            13.7Nine
      months ended September 30, 2008:Revenue
            
            $
            40,040
            
            
            $
            76,190
            
            
            $
            38,135
            
            
            $
            —
            
            
            $
            154,365
            
            
            
            100.0Cost
      of services
            
            
            29,056
            
            
            
            50,563
            
            
            
            27,075
            
            
            
            —
            
            
            
            106,694
            
            
            
            69.1Depreciation
      and amortization
            
            
            3,952
            
            
            
            9,719
            
            
            
            6,089
            
            
            
            378
            
            
            
            20,138
            
            
            
            13.1General
      and administrative
            
            
            2,531
            
            
            
            5,447
            
            
            
            2,861
            
            
            
            (1,877
            )
            
            
            8,962
            
            
            
            5.8Operating
      income
            
            $
            4,501
            
            
            $
            10,461
            
            
            $
            2,110
            
            
            $
            1,499
            
            
            $
            18,571
            
            
            
            12.0Increase/(decrease)
      in 2009 compared to 2008:Revenue
            
            $
            (1,559
            )
            
            $
            1,263
            
            
            $
            (6,159
            )
            
            $
            —
            
            
            $
            (6,455
            )Cost
      of services
            
            
            (2,089
            )
            
            
            (986
            )
            
            
            (5,712
            )
            
            
            —
            
            
            
            (8,787
            )Depreciation
      and amortization
            
            
            469
            
            
            
            17
            
            
            
            (525
            )
            
            
            (12
            )
            
            
            (51
            )General
      and administrative
            
            
            (128
            )
            
            
            (1,003
            )
            
            
            (827
            )
            
            
            2,710
            
            
            
            752Operating
      income (loss)
            
            $
            189
            
            
            $
            3,235
            
            
            $
            905
            
            
            $
            (2,698
            )
            
            $
            1,631





Revenue. Total revenue for
the nine months ended September 30, 2009 decreased $6.5 million, or 4.2%, to
$147.9 million from $154.4 million for the nine months ended September 30,
2008.  We estimate that volume decreases of $10.1 million and
decreases in fuel surcharges of $4.0 million were partially offset by
operational price increases of $3.1 million and acquisition growth of $4.5
million.  The above table reflects the change in revenue in each
operating region.  The financial results of completed acquisitions are
generally blended with existing operations and do not have separate financial
information available with the exception of new regions acquired which can be
analyzed individually.  Revenue in Region I decreased $1.6 million
mainly due to volume decreases of $4.0 million and decreases in fuel surcharges
of $1.1 million, partially offset by acquisition growth of $3.3
million.  The revenue increase of $1.3 million in Region II was
attributed to price increases of $1.9 million and acquisition growth of $1.2
million, partially offset by volume decreases of $0.6 million and fuel surcharge
decreases of $1.2 million.  The Region II volume decreases were most
notable in Florida and resulted from weakened general economic
conditions.  Revenue in Region III decreased $6.2 million primarily
due to the volume decreases in Alabama, North Carolina and South Carolina as a
result of general market conditions.





Cost of services. Total cost
of services for the nine months ended September 30, 2009 decreased $8.8 million,
or 8.2%, to $97.9 million from $106.7 million for the nine months ended
September 30, 2008.  The primary cause of the decrease in cost of
services was a $7.5 million reduction in fuel costs.  Additionally,
cost of services in Region I and Region III decreased $2.0 million and $5.7
million, respectively, as a result of the decrease in revenue in these two
regions.





Overall
cost of services decreased to 66.2% of revenue for the nine months ended
September 30, 2009 from 69.1% during the same period last
year.  Decreases in operating costs as a percentage of revenue were
primarily attributable to lower fuel prices.  Diesel fuel costs as a
percentage of revenue decreased from 9.9% for the nine months ended September
30, 2008 to 5.3% for the nine months ended September 30, 2009.  Other
than periodic volatility in fuel prices, inflation has not materially affected
our operations.





24
 Table
of Contents





General and administrative.Total general and administrative expense for the nine months ended
September 30, 2009 increased by 8.4% to $9.7 million from $9.0 million for the
nine months ended September 30, 2008.  The increase in general and
administrative expense was mainly attributable to increases in payroll-related
expenses, timing of professional fees incurred, and expenses associated with a
terminated transaction.  Such increase also resulted in the increase
of overall general and administrative expenses from 5.8% of revenue during the
nine months ended September 30, 2008 to 6.5% of revenue during the nine months
ended September 30, 2009.





The
following table sets forth items below operating income in our condensed
consolidated statement of operations and as a percentage of revenue for the nine
months ended September 30, 2009 and 2008 (dollars in thousands):





Nine
      Months Ended September 30,2009
            
            
            2008Operating
      income
            
            $
            20,202
            
            
            
            13.7
            %
            
            $
            18,571
            
            
            
            12.0
            %Interest
      expense, net
            
            
            (13,525
            )
            
            
            (9.2
            )
            
            
            (13,785
            )
            
            
            (8.9
            )Impact
      on interest rate swap
            
            
            (1,748
            )
            
            
            (1.2
            )
            
            
            (1,869
            )
            
            
            (1.2
            )Other
      income (loss), net
            
            
            91
            
            
            
            0.1
            
            
            
            (105
            )
            
            
            (0.1
            )Income
      tax provision
            
            
            (2,797
            )
            
            
            (1.9
            )
            
            
            (1,568
            )
            
            
            (1.0
            )Accrued
      payment-in-kind dividend on preferred stock
            
            
            (3,192
            )
            
            
            (2.2
            )
            
            
            (3,041
            )
            
            
            (2.0
            )Net
      loss available to common stockholders
            
            $
            (969
            )
            
            
            (0.7
            )%
            
            $
            (1,797
            )
            
            
            (1.2
            )%





Interest expense, net.Interest expense, net for the nine months ended September 30, 2009
decreased $0.3 million, or 1.9%, to $13.5 million from $13.8 million for the
nine months ended September 30, 2008.  The decrease was partially
caused by lower LIBOR interest rate on the revolving credit facility and
repayments of Environmental Facilities Revenue Bonds and various seller
notes.  Additionally, interest expense for the nine months ended
September 30, 2009 included $0.3 million additional amortization of deferred
financing costs related to the amendment of our revolving credit agreement while
interest expense for the nine months ended September 30, 2008 included $0.4
million amortization of remaining debt discount associated with the early
repayment of Environmental Facilities Revenue Bonds.





Impact of interest rate swap.
The impact of interest rate swap for the nine months ended September 30, 2009
was attributable to a $5.1 million loss related to the realized portion of the
interest rate swap we entered into in July 2006 and a $3.4 million gain related
to the unrealized portion in the mark to market of the swap.  The
impact of interest rate swap for the nine months ended September 30, 2008
consisted of a $2.5 million loss related to the realized portion of the interest
rate swap and a $0.6 million gain related to the unrealized portion in the mark
to market of the swap.  At the time we entered into the swap, we had
no floating rate debt and therefore no floating rate interest payments were
anticipated.  As a result, the swap transaction could not be
designated as a hedging transaction and any changes in the unrealized fair value
of the swap are recognized in the statement of operations.  For more
information regarding the interest rate swap agreement, please see note 6 to our
condensed consolidated financial statements included in Item 1 above and Item 3
“Quantitative and Qualitative Disclosures About Market Risk” below.





Income tax provision. Income
tax provision for the nine months ended September 30, 2009 as a percentage of
pre-tax income was 55.7% as compared to 55.8% for the nine months ended
September 30, 2008.  The rate in the current and prior year periods
reflect a combination of the projected full year tax rate and certain discrete
items during the first nine months of the year.




Accrued payment-in-kind dividend on
preferred stock. The $3.2 million and $3.0 million in accrued PIK
dividend on preferred stock relate to the accretion of the 5% PIK dividend on
our Series A Convertible Preferred Stock during the nine months ended September
30, 2009 and 2008, respectively.





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Liquidity
and Capital Resources





Our
business and industry is capital intensive, requiring capital for equipment
purchases, landfill construction and development, and landfill closure
activities in the future.  Any acquisitions that we make will also
require significant capital.  We plan to meet our future capital needs
primarily through cash on hand, cash flow from operations and borrowing capacity
under our credit facility.  Additionally, our acquisitions may use
seller notes, equity issuances and debt financings.  The availability
and level of our financing sources cannot be assured, particularly in light of
the current market conditions.  Recent disruptions in the credit
markets have resulted in greater volatility, less liquidity, widening of credit
spreads and more limited availability of financing.  In addition, the
availability under our credit facility is limited by compliance with certain
covenants and ratios.  Our inability to obtain funding necessary for
our business on acceptable terms would have a material adverse impact on
us.





To
address potential credit and liquidity issues, we considered several
items.  In spite of slowdowns in volume at many of our locations as a
result of current economic conditions, our adjusted EBITDA has remained steady
($13.7 million for the three months ended September 30, 2009 as compared to
$13.8 million for the same period in 2008).  Our customer base is broad and
diverse with no single customer making up any significant portion of our
business.  We are not dependent on individual vendors to meet the needs of
our operations.  Furthermore, we had approximately $114.0 million in
available capacity under our current revolving credit agreement as of September
30, 2009 subject to customary covenant compliance.





The
revolving credit facility is in effect until July 5, 2011.  We routinely
evaluate the financial stability of the syndicate banks making up the credit
facility.  On August 21, 2009, BBVA Compass acquired the banking
operations of Guaranty Bank.  Both banks were participants in our
revolving credit facility at the time of the acquisition and BBVA Compass is
funding Guaranty Bank’s pro rata share of advances under the credit
facility.  For further information about credit risks, please see
“Risk Factors and Cautionary Statement About Forward-Looking Statements” in this
report.





A portion
of our capital additions is discretionary, giving us the ability to modify the
timing of such expenditures to preserve cash if appropriate in the
future.  We have evaluated our insurance carriers and bond providers
and have not seen any indication that such providers would be unable to continue
to meet their obligations to us or provide coverage to us in the
future.





As of
September 30, 2009, we had total outstanding long-term debt of approximately
$201.0 million, consisting of $150 million of senior notes, $48.5 million
outstanding under our credit facilities, and approximately $2.5 million of
various seller notes.  This represented an increase of $0.6 million
over our total debt outstanding as of December 31, 2008.  The increase
in outstanding debt since December 31, 2008 was primarily due to the addition of
a $0.9 million seller note, partially offset by a decrease of $0.1 million in
borrowings under the credit facility, the repayment of a $0.1 million seller
note and repayments of equipment notes.  As of September 30, 2009, we
had $48.5 million outstanding under the revolving credit facility and
approximately $12.5 million in letters of credit that serve as collateral for
insurance claims and bonding, leaving $114.0 million in available capacity under
the facility.  With $7.5 million cash on hand at September 30, 2009,
our total capacity was approximately $121.5 million.





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9.25%
Senior Notes Due 2014





The
senior notes were issued under an indenture between WCA Waste and The Bank of
New York Trust Company, N.A., as Trustee.  The indenture contains
covenants that, among other things, limits on our ability to incur additional
indebtedness, make capital expenditures, create liens, sell assets and make
dividend and other payments.  In addition, the indenture includes
financial covenants including a covenant allowing us to incur indebtedness or
issue disqualified stock or preferred stock only if the Fixed Charge Coverage
Ratio (as defined in the indenture) for the four full fiscal quarters most
recently ended prior to issuance would have been at least 2.0 to 1, determined
on a pro forma basis, as if the additional indebtedness had been incurred or the
disqualified stock or preferred stock had been issued at the beginning of such
four-quarter period. The defined terms are set forth in the
indenture.  As of September 30, 2009, we were in compliance with all
covenants under the senior notes indenture.





Bank
Credit Facility





Our
credit facility is subject to various financial and other covenants including,
but not limited to, limitations on debt, consolidations, mergers, and sales of
assets.  The credit facility also contains financial covenants
requiring us to limit leverage (both in terms of senior secured debt and total
leverage), maintain specified debt service ratios, limit capital expenditures,
and maintain a minimum tangible net worth.  Each of the financial
covenants incorporates specially defined terms that would not correspond to GAAP
or Non-GAAP measures disclosed in this report and that in certain instances are
based on determinations and information not derived from or included in our
financial statements.  The financial covenants include the
following:





·
            our
      maximum “Leverage Ratio” (as defined in the Credit Agreement) for the
      trailing 12-month reporting period on each quarterly reporting date is
      4.75 to 1.00;





·
            we
      maintain a Pro Forma Adjusted EBITDA Debt Service Ratio (as defined in the
      Credit Agreement) for the trailing 12-month period of not less than 2.25
      to 1.00 until maturity;





·
            our
      maximum Senior Secured Funded Debt Leverage Ratio (as defined in the
      Credit Agreement) is 2.50 to 1.00;





·
            we
      cannot make any Maintenance Capital Expenditures (as defined in the Credit
      Agreement) exceeding 15% of our consolidated total revenue as calculated
      at the end of a fiscal year; and





·
            we
      maintain minimum tangible net worth of not less than $30.0 million as of
      December 31, 2008, plus, as of the
      end of each fiscal quarter thereafter, 50% of our after-tax consolidated
      net income (but excluding any quarterly losses), plus 100% of
      any increase in our net worth resulting from the net cash proceeds of any
      future equity offerings.





As of
September 30, 2009, we were in compliance with all covenants under the credit
facility.





Preferred
Stock





On June
12, 2006, we entered into a privately negotiated Preferred Stock Purchase
Agreement with Ares Corporate Opportunities Fund II L.P., which provided for us
to issue and sell 750,000 shares of Series A Convertible Preferred Stock, par
value $0.01 per share, to Ares. The purchase price per preferred share was
$100.00, for an aggregate purchase price of $75 million.  The
preferred stock is convertible into our common stock, par value $0.01 per share,
at a price of $9.60 per share and carries a 5% PIK dividend payable
semi-annually.  The closing of the sale and issuance of the full amount of
preferred shares pursuant to the purchase agreement was completed on July 27,
2006.  The original issuance date for the preferred stock is the
commitment date for both the preferred stock and the initial five years’ worth
of dividends as the payment of the dividends through in-kind payments is
non-discretionary for that initial five-year period.  Based on the
fair value of our underlying common stock on the issuance date and the stated
conversion date, there is no beneficial conversion feature associated with the
issuance of the preferred stock.





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The
preferred shares are immediately convertible at Ares’ discretion into 9,140,393
shares of our common stock, which would represent approximately 35.7% of our
outstanding common stock on a post-conversion basis as of September 30,
2009.  Dividends are solely PIK for the first five years — that is,
they are payable solely by adding the amount of dividends to the stated value of
each share.  At the end of five years, the preferred shares would be
convertible into approximately 10,000,661 shares of common stock, which, based
on the currently outstanding shares, would represent approximately 37.8% of the
post-conversion shares outstanding.  If the preferred shares are not
converted after five years, we have the option to PIK or pay a cash dividend at
the rate of 5% per annum.  The preferred shares have no stated
maturity.





Other
material terms of the preferred stock are as follows:





·
            all
      dividends that would otherwise be payable through the fifth anniversary of
      issuance shall automatically be accelerated and paid in kind immediately
      prior to the occurrence of any of the following acceleration
      events:





·
            liquidation





·
            bankruptcy





·
            closing
      of a public offering of common stock pursuant to an effective registration
      statement (except for Form S-4, solely for sales by third parties, or
      pursuant to Ares’ own registration rights
  agreement)





·
            the
      average of the closing price of our common stock for each of 20
      consecutive trading days exceeds $14.40 per
  share





·
            upon
      a “fundamental transaction,” including a “group” (defined in the
      Securities Exchange Act of 1934, as amended) acquiring more than 35% of
      outstanding voting rights; replacement of more than one-half of the
      directors without approval of the existing board of directors; a merger,
      consolidation, sale of substantially all assets, going-private
      transaction, tender offer, reclassification, or other transaction that
      results in the transfer of a majority of voting
  rights;





·
            Ares
      can convert the preferred stock into common stock at any time at a
      conversion price of $9.60 per share, with conversion being calculated by
      taking the stated value (initially $100.00 per share) plus any amount
      added to stated value by way of dividends, then dividing by $9.60 to
      produce the number of shares of common stock
  issuable;





·
            we
      can force a conversion into common stock following either (i) the average
      of the closing price of our common stock for each of 20 consecutive
      trading days exceeding $14.40 per share or (ii) a fundamental transaction
      that Ares does not treat as a
liquidation;





·
            after
      the fifth anniversary of issuance, we can redeem for cash equal to the
      liquidation preference;





·
            after
      the fifth anniversary of issuance, we can pay dividend in cash at our
      discretion;





·
            upon
      our liquidation, prior to any holder of common stock or other junior
      securities, Ares shall receive in cash the greater of (i) the stated value
      plus any amount added by way of dividends (accelerated to include a full
      five years) or (ii) the amount it would receive if all shares of preferred
      stock were converted into common stock (calculated to include dividends
      accelerated to include a full five
years);





·
            Ares
      can elect to treat any fundamental transaction as a liquidation event,
      which will entitle Ares to their liquidation
      preferences.  Following such election, in the event that we
      elect to make any payment such as a dividend or stock repurchase payment
      to a common shareholder, we will be required to repay Ares the full amount
      of the liquidation preference associated with the preferred
      stock.  However, if securities of another company are issued as
      consideration in a fundamental transaction, we have the option of
      requiring Ares to accept such common shares to satisfy the liquidation
      preference if shares are then quoted on the Nasdaq Global Market or listed
      on the New York Stock Exchange.  The value of such shares is
      determined at 98% of the closing price on the trading day preceding the
      transaction and the shares are freely transferable without legal or
      contractual restrictions;




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·
            the
      preferred stock voting as a separate class elects (i) two directors to our
      board of directors for so long as Ares continues to hold preferred stock
      representing at least 20% of our “post-conversion equity” (outstanding
      common stock assuming conversions into common shares of all securities,
      including the preferred stock and assuming preferred stock dividends
      accelerated to include a full five years), (ii) one director for so long
      as it continues to hold at least 10% of post-conversion equity, and (iii)
      no directors below 10%;





·
            the
      preferred stock voting as a separate class must approve (i) any alteration
      in its powers, preferences or rights, or in the certificate of
      designation, (ii) creation of any class of stock senior or pari passu with
      it, (iii) any increase in the authorized shares of preferred stock, and
      (iv) any dividends or distribution to common stock or any junior
      securities, except for pro rata dividends on common stock paid in common
      stock. These protective rights terminate on the first date on which there
      are outstanding less than 20% of the number of shares of preferred stock
      outstanding on the date the preferred stock was first issued;
      and





·
            except
      for the election of directors and special approvals described above, the
      preferred stock votes on all matters and with the common stock on an
      as-converted basis.





In
connection with the issuance and sale of the preferred shares, we also entered
into other agreements as contemplated by the purchase agreement, including a
stockholder’s agreement, a registration rights agreement, and a management
rights letter.  The purchase agreement, the stockholder’s agreement,
the registration rights agreement, the management rights letter and the
certificate of designation pursuant to which the preferred shares were created,
are described in our current report on Form 8-K filed on June 16,
2006.





Contractual
Obligations





There
were no material changes outside of the ordinary course of our business during
the three or nine months ended September 30, 2009 to the other items listed in
the Contractual Obligations table included in our annual report on Form 10-K
filed with the SEC on March 12, 2009.





Cash
Flows





Net cash
provided by operating activities for the nine months ended September 30, 2009
and 2008 was $31.1 million and $25.9 million, respectively.  The
increase in cash flows from operating activities was primarily due to the
changes in net income and deferred taxes as well as changes in the components of
working capital from period to period.  Other items impacting
operating cash flows included depreciation and amortization, stock-based
compensation and unrealized gain or loss on interest rate swap, all of which
were non-cash expenses.





Net cash
used in investing activities consists primarily of cash used for capital
expenditures and the acquisition of businesses.  Cash used for capital
expenditures, including acquisitions, was $24.2 million and $24.4 million for
the nine months ended September 30, 2009 and 2008,
respectively.  Acquisitions of businesses increased $3.4 million while
capital expenditures for normal operations decreased $3.6 million over the prior
year period.





Net cash
used in financing activities for the nine months ended September 30, 2009 and
2008 was $0.5 million and $7.2 million, respectively.  Net cash used
in financing activities mainly includes repayments of debt, payments under the
common stock repurchase program which was terminated on December 18, 2008, and
borrowings and repayments under our credit facilities.





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Critical
Accounting Estimates and Assumptions





We make
several estimates and assumptions during the course of preparing our financial
statements. Since some of the information that we must present depends on future
events, it cannot be readily computed based on generally accepted methodologies,
or may not be appropriately calculated from available data.  Some
estimates require us to exercise substantial judgment in making complex
estimates and the assumptions and, therefore, have the greatest degree of
uncertainty.  This is especially true with respect to estimates made
in accounting for landfills, environmental remediation liabilities and asset
impairments.  We describe the process of making such estimates in note
8 to the financial statements included in Item 1 of this report and in note 1
(f) to our financial statements in our annual report on Form 10-K for the year
ended December 31, 2008.  For a description of other significant
accounting policies, see note 1 to the financial statements included in Item 1
of this report and in note 1 to our financial statements in our annual report on
Form 10-K for the year ended December 31, 2008.





In
summary, our landfill accounting policies include the following:





Capitalized
Landfill Costs





At
September 30, 2009, we owned 24 landfills.  Two of these landfills are
fully permitted but not constructed and have not yet commenced operations as of
September 30, 2009.





Capitalized
landfill costs include expenditures for the acquisition of land and airspace,
engineering and permitting costs, cell construction costs and direct site
improvement costs.  As of September 30, 2009, no capitalized interest
was included in capitalized landfill costs.  However, in the future
interest could be capitalized on landfill construction projects but only during
the period the assets are undergoing activities to prepare them for their
intended use.  Capitalized landfill costs are amortized ratably using
the units-of- production method over the estimated useful life of the site as
airspace of the landfill is consumed.  Landfill amortization rates are
determined periodically (not less than annually) based on aerial and ground
surveys and other density measures and estimates made by our internal and/or
third-party engineers.





Total
available airspace includes the total of estimated permitted airspace plus an
estimate of probable expansion airspace that we believe is likely to be
permitted.  Where we believe permit expansions are probable, the
expansion airspace, and the projected costs related to developing the expansion
airspace are included in the airspace amortization rate
calculation.  The criteria we use to determine if permit expansion is
probable include but, are not limited to, whether:





·
            we
      believe that the project has fatal
flaws;




·
            the
      land is owned or controlled by us, or under option
    agreement;




·
            we
      have committed to the expansion;




·
            financial
      analysis has been completed, and the results indicate that the expansion
      has the prospect of a positive financial and operational
      impact;




·
            personnel
      are actively working to obtain land use, local and state approvals for an
      expansion of an existing landfill;




·
            we
      believe the permit is likely to be received;
and




·
            we
      believe that the timeframe to complete the permitting is
      reasonable.





We may be
unsuccessful in obtaining expansion permits for airspace that has been
considered probable.  If unsuccessful in obtaining these permits, the
previously capitalized costs will be charged to expense.  As of
September 30, 2009, we have included 121 million cubic yards of expansion
airspace with estimated development costs of approximately $79.8 million in our
calculation of the rates used for the amortization of landfill
costs.





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Closure
and Post-Closure Obligations





We have
material financial commitments for the costs associated with our future
obligations for final closure, which is the closure of the landfill, the capping
of the final uncapped areas of a landfill and post-closure maintenance of those
facilities, which is generally expected to be for a period of up to 30 years
depending on type and location.





Standards
related to accounting for obligations associated with the retirement of
long-lived assets and the associated asset retirement costs require that we
record closure and post-closure obligations as follows:





·
            Landfill
      closure and post-closure liabilities are calculated by estimating the
      total obligation in current dollars.  Cost estimates equate the
      costs of third parties performing the work.  Any portion of the
      estimates which are based on activities being performed internally are
      increased to reflect a profit margin a third party would receive to
      perform the same activity.  This profit margin will be taken to
      income once the work is performed
internally.




·
            The
      total obligation is carried at the net present value of future cash flows,
      which is calculated by inflating the obligation based upon the expected
      date of the expenditure using an inflation rate and discounting the
      inflated total to its present value using a discount rate.  The
      discount rate represents our credit-adjusted risk-free
      rate.  The resulting closure and post-closure obligation is
      recorded as an increase in this liability as airspace is
      consumed.




·
            Accretion
      expense is calculated based on the discount rate and is charged to cost of
      services and increases the related closure and post-closure
      obligation.  This expense will generally be less during the
      early portion of a landfill’s operating life and increase
      thereafter.





The
following table sets forth the rates we used for the amortization of landfill
costs and the accrual of closure and post-closure costs for the nine months
ended September 30, 2009 and the year ended December 31, 2008:





Nine
      Months Ended
            
            
            Year
      EndedSeptember
      30,
            
            
            December
      31,2009
            
            
            2008Number
      of landfills owned
            
            
            24
            
            
            
            24Landfill
      depletion and amortization expense (in thousands)
            
            $
            7,450
            
            
            $
            11,058Accretion
      expense (in thousands)
            
            
            469
            
            
            
            558$
            7,919
            
            
            $
            11,616Airspace
      consumed (in thousands of cubic yards)
            
            
            3,806
            
            
            
            5,730Depletion,
      amortization, accretion, closure and post-closure costs per cubic yard of
      airspace consumed
            
            $
            2.08
            
            
            $
            2.03





The
impact of changes determined to be changes in estimates, based on an annual
update, is accounted for on a prospective basis.  Our ultimate
liability for such costs may increase in the future as a result of changes in
estimates, legislation, or regulations.





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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





In the
normal course of business, we are exposed to market risk, including changes in
interest rates.  We use interest rate swap agreements to manage a
portion of our risks related to interest rates.  We entered into a
swap agreement effective July 11, 2006, where we agreed to pay a fixed-rate of
5.64% in exchange for three-month floating rate LIBOR which was 5.51% at the
time the swap was entered.  This interest rate swap expires on
November 1, 2010.  At September 30, 2009, the related floating rate
was 0.28%.  The intention of this swap agreement is to limit our
exposure to a rising rate interest environment.  For the nine months
ended September 30, 2009, the net difference between the fixed amount we paid
and the floating amount we received was $5.1 million.  Considering the
rates in effect at September 30, 2009, the impact of the swap agreement is
estimated to result in an $8.2 million loss related to the realized portion of
the interest rate swap over the next 12 months.  At the time we
entered into the swap, we had no floating rate LIBOR debt and therefore no
floating rate interest payments were anticipated.  As a result, the
swap transaction could not be designated as a hedging
transaction.  Accordingly, any changes in the unrealized fair value of
the swap are recognized in the statement of operations.  We did not
enter into the interest rate swap agreements for trading purposes.





As of
September 30, 2009 and December 31, 2008, we had no debt outstanding that bears
interest at variable or floating rates.  With the placement of the
swap agreement, we bear exposure to, and are primarily affected by, changes in
LIBOR rates on $101.5 million.  A 100 basis point increase in LIBOR
interest rates would result in swap income of approximately $1.0 million
annually while a 100 basis point decrease in interest rates would result in $1.0
million in swap expense, in addition to any mark-to-market effect on the fair
value of the swap.





ITEM 4. CONTROLS AND PROCEDURES.





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of September 30, 2009.  Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of September 30,
2009 in ensuring that the information required to be disclosed by us (including
our consolidated subsidiaries) in the reports that we file or submit under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange
Commissions rules and forms; and is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosure.





Based on
an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
there has been no change in our internal control over financial reporting that
occurred during our last fiscal quarter, that has materially affected, or that
is reasonably likely to materially affect, our internal control over financial
reporting.





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PART II—OTHER
INFORMATION





ITEM 1. LEGAL PROCEEDINGS.





Please
read note 12 to our unaudited condensed consolidated financial statements
included in Part I, Item 1 of this quarterly report on Form 10-Q for information
regarding our legal proceedings.





ITEM 1A. RISK FACTORS.





In
general, there have been no significant changes in our risk factors since
December 31, 2008.  For a detailed discussion of our risk factors,
please read Item 1A “Risk Factors,”in our annual report on
Form 10-K for the year ended December 31, 2008.





ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.





(a)
            None.





(b)
            Not
      applicable.





(c)





Period
            
            (a)
              Total
      number of shares (or units) purchased
            
            
            (b)
              Average
      price paid per share (or unit)
            
            
            (c)
              Total
      number of shares (or units) purchased as part of publicly announced plans
      or programs
            
            
            (d)
              Maximum
      number (or approximate dollar value) of shares (or units) that may yet be
      purchased under the plans or programsJuly
      1 – July 31, 2009
            
            
            1,230
            (1)
            
            $
            4.14
            
            
            
            —
            
            
            
            —August
      1 – August 31, 2009
            
            
            274
            (1)
            
            $
            4.44
            
            
            
            —
            
            
            
            —September
      1 – September 30, 2009
            
            
            97
            (1)
            
            $
            3.76
            
            
            
            —
            
            
            
            —Total
            
            
            1,601
            (1)
            
            $
            4.17
            
            
            
            —
            
            
            
            —





(1)
            Represents
      shares of WCA Waste Corporation’s common stock surrendered to satisfy
      minimum tax withholding obligations on the vesting of restricted
      stock.





ITEM 3.DEFAULTS UPON SENIOR SECURITIES.





None.





ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





None.





ITEM 5.OTHER INFORMATION.





None.





ITEM 6. EXHIBITS.


12.1*
            Statement
      regarding computation of ratio of earnings to fixed charges for the nine
      months ended September 30, 2009.31.1*
            Rule 13a-14(a)/15d-14(a)
      Certification of Chief Executive Officer.31.2*
            Rule 13a-14(a)/15d-14(a)
      Certification of Chief Financial Officer.32.1*
            Section 1350
      Certification of Chief Executive Officer.32.2*
            Section 1350
      Certification of Chief Financial
Officer.





*
            Filed
      herewith.





33
 Table
of Contents





The
registrant hereby undertakes, pursuant to Regulation S-K, Item 601(b), paragraph
(4)(iii)(A), to furnish to the Securities and Exchange Commission upon request
all constituent instruments defining the rights of holders of long-term debt of
the registrant and its consolidated subsidiaries not filed herewith for the
reason that the total amount of securities authorized under any of such
instruments does not exceed 10% of the registrant’s total consolidated
assets.




34
 Table
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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, thereunto
duly authorized.





WCA
      WASTE CORPORATIONBy:
            /s/Charles A.
      CasalinovaCharles
      A. CasalinovaSenior
      Vice President and Chief Financial Officer(Principal
      Financial Officer)By:
            /s/JosephJ. Scarano,
      Jr.Joseph
      J. Scarano, Jr.Vice
      President and Controller(Principal
      Accounting Officer)








Date:
October 30, 2009




Table
of Contents


EXHIBITINDEX





12.1*
            Statement
      regarding computation of ratio of earnings to fixed charges for the nine
      months ended September 30, 2009.31.1*
            Rule 13a-14(a)/15d-14(a)
      Certification of Chief Executive Officer.31.2*
            Rule 13a-14(a)/15d-14(a)
      Certification of Chief Financial Officer.32.1*
            Section 1350
      Certification of Chief Executive Officer.32.2*
            Section 1350
      Certification of Chief Financial
Officer.





*
            Filed
      herewith.





The
registrant hereby undertakes, pursuant to Regulation S-K, Item 601(b), paragraph
(4)(iii)(A), to furnish to the Securities and Exchange Commission upon request
all constituent instruments defining the rights of holders of long-term debt of
the registrant and its consolidated subsidiaries not filed herewith for the
reason that the total amount of securities authorized under any of such
instruments does not exceed 10% of the registrant’s total consolidated
assets.