##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2006
 or
 o
    
    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
(State or other jurisdiction
of incorporation or organization)
    
    20-0829917
(I.R.S. Employer
Identification No.)One Riverway, Suite 1400
Houston, Texas 77056
(Address of principal executive offices)
    
    77056
(Zip Code)
 (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)
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
 o þ




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##### Table of Contents



RISK FACTORS AND
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
    
    
    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 shares of our common 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; and
    
    we may incur charges related to acquisitions, which could
lower our earnings.
  
    
    changes in interest rates may affect our profitability;
    
    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 contract;
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##### Table of Contents




    
    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;
    
    increases in the costs of disposal, labor, fuel and insurance could reduce 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;
    
    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 revenues 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;
    
    covenants in our credit facilities and the instruments governing our other indebtedness
may limit our ability to grow our business and make capital expenditures;
    
    efforts by labor unions to organize our employees could divert management attention and
increase our operating expenses;
    
    a general downturn in U.S. economic conditions may reduce our business prospects and
decrease our revenues and cash flows;
    
    current and proposed laws may restrict our ability to operate across local borders
which could affect our manner, cost and feasibility of doing business;
    
    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;
    
    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;
    
    seasonal fluctuations will cause our business and results of operations to vary among
quarters, which could adversely affect our stock price;
    
    failure to maintain effective internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act could have a material adverse effect on our business and stock price;
and
    
    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.
   2




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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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 6. EXHIBITSSIGNATURESRule 13a-14a/15d-14a Certification of CEORule 13a-14a/15d-14a Certification of CFOSection 1350 Certification of CEOSection 1350 Certification of CFO    Table of Contents  
 PART I FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 WCA WASTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS  (In thousands)
 March 31,
    
    
    December 31,2006
    
    
    2005(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    891
    
    
    $
    678Restricted cash
    
    
    355
    
    
    
    270Accounts receivable, net of allowance for doubtful accounts of $760
(unaudited) and $1,190, respectively
    
    
    16,379
    
    
    
    16,127Deferred tax assets
    
    
    763
    
    
    
    763Prepaid expenses and other
    
    
    7,866
    
    
    
    4,728Total current assets
    
    
    26,254
    
    
    
    22,566Property and equipment, net of accumulated depreciation and amortization
of $51,046 (unaudited) and $46,691, respectively
    
    
    193,042
    
    
    
    186,299Goodwill, net
    
    
    72,433
    
    
    
    72,455Intangible assets, net
    
    
    4,962
    
    
    
    5,041Deferred financing costs, net
    
    
    3,249
    
    
    
    3,374Restricted cash  debt service reserve fund
    
    
    988
    
    
    
    675Interest rate swap
    
    
    1,864
    
    
    
    Other assets
    
    
    742
    
    
    
    1,128Total assets
    
    $
    303,534
    
    
    $
    291,538LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    5,809
    
    
    $
    6,284Accrued liabilities and other
    
    
    8,389
    
    
    
    7,265Accrued closure and post-closure liabilities
    
    
    241
    
    
    
    286Note payable
    
    
    2,037
    
    
    
    73Current maturities of long-term debt
    
    
    2,402
    
    
    
    1,910Total current liabilities
    
    
    18,878
    
    
    
    15,818Long-term debt, less current maturities and discount
    
    
    180,091
    
    
    
    174,352Interest rate swap
    
    
    
    
    
    
    711Accrued closure and post-closure liabilities
    
    
    3,518
    
    
    
    3,332Deferred tax liabilities
    
    
    7,015
    
    
    
    5,618Total liabilities
    
    
    209,502
    
    
    
    199,831COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock, $0.01 par value per share. Authorized 50,000 shares; issued
and outstanding 16,806 and 16,532 shares, respectively
    
    
    168
    
    
    
    165Additional paid-in capital
    
    
    87,090
    
    
    
    86,930Retained earnings
    
    
    5,655
    
    
    
    5,043Accumulated other comprehensive income (loss)
    
    
    1,119
    
    
    
    (431
    )Total stockholders equity
    
    
    94,032
    
    
    
    91,707Total liabilities and stockholders equity
    
    $
    303,534
    
    
    $
    291,538
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WCA WASTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)  (In thousands, except per share amounts)
 Three Months EndedMarch 31,2006
    
    
    2005Revenue
    
    $
    34,680
    
    
    $
    22,885Expenses:Cost of services
    
    
    22,284
    
    
    
    15,784Depreciation and amortization
    
    
    4,568
    
    
    
    2,838General and administrative:Stock-based compensation
    
    
    253
    
    
    
    Other general and administrative
    
    
    2,457
    
    
    
    1,74629,562
    
    
    
    20,368Operating income
    
    
    5,118
    
    
    
    2,517Other income (expense):Interest expense, net
    
    
    (4,107
    )
    
    
    (1,352
    )Other
    
    
    9
    
    
    
    4(4,098
    )
    
    
    (1,348
    )Income before income taxes
    
    
    1,020
    
    
    
    1,169Income tax provision
    
    
    (408
    )
    
    
    (461
    )Net income
    
    $
    612
    
    
    $
    708Earnings per share  basic and diluted
    
    $
    0.04
    
    
    $
    0.05Weighted average shares outstanding  basic
    
    
    16,330
    
    
    
    15,305Weighted average shares outstanding  diluted
    
    
    16,350
    
    
    
    15,326
  4




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WCA WASTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)  (In thousands)
 Three Months EndedMarch 31,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    612
    
    
    $
    708Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    4,568
    
    
    
    2,838Stock-based compensation
    
    
    253
    
    
    
    Amortization of deferred financing costs and debt discount
    
    
    181
    
    
    
    203Deferred tax provision
    
    
    278
    
    
    
    461Accretion expense for closure and post-closure obligations
    
    
    71
    
    
    
    38Gain on sale of assets
    
    
    (9
    )
    
    
    (4
    )Prepaid disposal usage
    
    
    529
    
    
    
    246Change in operating assets and liabilities:Accounts receivable
    
    
    (44
    )
    
    
    (1,107
    )Prepaid expenses and other
    
    
    377
    
    
    
    188Accounts payable and other liabilities
    
    
    191
    
    
    
    (839
    )Net cash provided by operating activities
    
    
    7,007
    
    
    
    2,732CASH FLOWS FROM INVESTING ACTIVITIES:Acquisitions of businesses, net of cash acquired
    
    
    (334
    )
    
    
    (6,548
    )Proceeds from sale of fixed assets
    
    
    9
    
    
    
    11Capital expenditures
    
    
    (5,748
    )
    
    
    (2,746
    )Cost incurred on possible acquisitions
    
    
    (3
    )
    
    
    (2,003
    )Net cash used in investing activities
    
    
    (6,076
    )
    
    
    (11,286
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of long-term debt
    
    
    
    
    
    
    12,000Principal payments on long-term debt
    
    
    (1,717
    )
    
    
    (1,815
    )Principal payments of note payable
    
    
    (1,672
    )
    
    
    (829
    )Net change in revolving line of credit
    
    
    2,699
    
    
    
    188Decrease in restricted cash
    
    
    19
    
    
    
    Deferred financing costs
    
    
    (47
    )
    
    
    (375
    )Net cash provided by (used in) financing activities
    
    
    (718
    )
    
    
    9,169NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    213
    
    
    
    615CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
    
    
    678
    
    
    
    272CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
    
    $
    891
    
    
    $
    887SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid
    
    $
    4,096
    
    
    $
    1,073Income taxes paid
    
    
    130
    
    
    
    
  5




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WCA WASTE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(All tables in thousands, except per share data)
 1. BASIS OF PRESENTATION
    2. ACQUISITIONS
     6




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Three Months EndedMarch 31, 2005Revenue
    
    $
    27,605Operating income
    
    
    3,565Net income
    
    
    829Per share data:Net income  basic
    
    $
    0.05Net income  diluted
    
    $
    0.05
 3. STOCK-BASED COMPENSATION
    Weighted AverageShares
    
    
    Grant-Date Fair ValueUnvested at December 31, 2005
    
    
    204
    
    
    $
    9.50Granted
    
    
    286
    
    
    
    7.38Vested
    
    
    (40
    )
    
    
    9.75Forfeited
    
    
    (1
    )
    
    
    9.00Unvested at March 31, 2006
    
    
    449
    
    
    $
    8.12
  Three Months EndedMarch 31, 2005Net income, as reported
    
    $
    708Stock-based compensation expense on
granted options pursuant to SFAS 123,
net of tax
    
    
    (106
    )Net income, pro forma
    
    $
    602Earnings per share  basic and diluted:As reported
    
    $
    0.05Pro forma
    
    $
    0.04
 7




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2005Risk-free interest rate
    
    
    3.44
    %Volatility factor of stock price
    
    
    0.35Dividends
    
    
    Option life
    
    4 yearsCalculated fair value per share
    
    $
    3.35
   Weighted AverageRemainingWeighted Average
    
    
    Contractual TermShares
    
    
    Exercise Price
    
    
    (years)Outstanding at December
31, 2005
    
    
    644
    
    
    $
    9.52Grants
    
    
    
    
    
    
    Forfeitures
    
    
    (1
    )
    
    
    9.50Outstanding at March 31, 2006
    
    
    643
    
    
    $
    9.52
    
    
    
    8.25
 4. COMPREHENSIVE INCOME (LOSS)
  Three MonthsEnded March 31,2006
    
    
    2005Net income
    
    $
    612
    
    
    $
    708Change in accumulated income (loss) in interest rate
swap, net of tax of $1,025
    
    
    1,550
    
    
    
    Comprehensive income
    
    $
    2,162
    
    
    $
    708
  5. EARNINGS PER SHARE
  8




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Three MonthsEnded March 31,2006
    
    
    2005Net income
    
    $
    612
    
    
    $
    708Weighted average basic shares outstanding
    
    
    16,330
    
    
    
    15,305Dilutive effect of options and warrants
    
    
    
    
    
    
    20Dilutive effect of restricted share issuances
    
    
    20
    
    
    
    1Weighted average diluted shares outstanding
    
    
    16,350
    
    
    
    15,326Earnings per share:Basic
    
    $
    0.04
    
    
    $
    0.05Diluted
    
    $
    0.04
    
    
    $
    0.05
  6. LONG-TERM DEBT AND NOTES PAYABLE
  March 31,
    
    
    December 31,2006
    
    
    2005Term B Loan, principal payable $250,000 per quarter, maturing in
April 2011, variable interest rate based on LIBOR plus a margin
(7.96% and 7.72% at March 31, 2006 and December 31, 2005,
respectively)
    
    $
    99,000
    
    
    $
    99,250Second Lien Credit Agreement, maturing in October 2011, variable
interest rate based on LIBOR plus a margin (10.96% and 10.72%
at March 31, 2006 and December 31, 2005, respectively)
    
    
    25,000
    
    
    
    25,000Revolving note payable with a financial institution, maturing in April
2010, variable interest rate based on LIBOR plus a margin (7.96%
and 7.72% at March 31, 2006 and December 31, 2005, respectively)
    
    
    40,422
    
    
    
    37,723Environmental Facilities Revenue Bonds, principal payable in varying
annual installments, maturing in 2020, interest rate ranging from
8.5% to 9% (8.88% and 8.94% weighted average rate at March 31, 2006
and December 31, 2005, respectively)
    
    
    9,485
    
    
    
    6,480Notes payable to banks and financial institutions, interest ranging from
2.9% to 9.2%, payable monthly through August 2010
    
    
    1,466
    
    
    
    506Note payable, with interest rate of 5%, due in January 2010
    
    
    160
    
    
    
    200Seller note, with interest rate of 6%, due in May 2006
    
    
    444
    
    
    
    444Seller convertible note, with interest rate of 5%, due in December
2009
    
    
    3,000
    
    
    
    3,000Seller convertible notes, with interest rate of 8%, due in January
2010
    
    
    4,000
    
    
    
    4,000182,977
    
    
    
    176,603Less: Debt discount
    
    
    (484
    )
    
    
    (341
    )Less: Current portion
    
    
    (2,402
    )
    
    
    (1,910
    )$
    180,091
    
    
    $
    174,352
  9




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7. LANDFILL ACCOUNTING
 Capitalized Landfill Costs
     Closure and Post-Closure Obligations
    Landfill
    
    
    Closure and Post-Assets, net
    
    
    closure LiabilitiesDecember 31, 2005
    
    $
    127,758
    
    
    $
    3,618Capital expenditures
    
    
    972
    
    
    
    Amortization expense
    
    
    (2,113
    )
    
    
    Obligations incurred and capitalized
    
    
    107
    
    
    
    107Interest accretion
    
    
    
    
    
    
    71Acquisitions and other adjustments
    
    
    2,873
    
    
    
    (37
    )March 31, 2006
    
    $
    129,597
    
    
    $
    3,759
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March 31,
    
    
    December 31,2006
    
    
    2005Recorded amounts:Current portion
    
    $
    241
    
    
    $
    286Noncurrent portion
    
    
    3,518
    
    
    
    3,332Total recorded
    
    $
    3,759
    
    
    $
    3,618
  8. INCOME TAXES
  9. STOCKHOLDERS EQUITY
  AccumulatedAdditional
    
    
    Unearned
    
    
    
    
    
    
    OtherCommon
    
    
    Paid-in
    
    
    Compensation
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Capital (a)
    
    
    (a)
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalDecember 31, 2005
    
    $
    165
    
    
    $
    88,371
    
    
    $
    (1,441
    )
    
    $
    5,043
    
    
    $
    (431
    )
    
    $
    91,707Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    612
    
    
    
    
    
    
    
    612Issuance of restricted
shares to employees
    
    
    3
    
    
    
    2,103
    
    
    
    (2,106
    )
    
    
    
    
    
    
    
    
    
    
    Accretion of unearned
compensation
    
    
    
    
    
    
    
    
    
    
    253
    
    
    
    
    
    
    
    
    
    
    
    253Repurchase of common
shares
    
    
    
    
    
    
    (90
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (90
    )Change in accumulated
income (loss) in
interest rate swap,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,550
    
    
    
    1,550March 31, 2006
    
    $
    168
    
    
    $
    90,384
    
    
    $
    (3,294
    )
    
    $
    5,655
    
    
    $
    1,119
    
    
    $
    94,032
 
  11




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10. SEGMENT INFORMATION
  Three MonthsEnded March 31,2006
    
    
    2005Collection:Residential
    
    $
    5,800
    
    
    $
    4,370Commercial
    
    
    3,722
    
    
    
    3,270Roll-off
    
    
    10,322
    
    
    
    7,870Total Collection
    
    
    19,844
    
    
    
    15,510Disposal
    
    
    14,209
    
    
    
    9,393Less: Intercompany
    
    
    (5,168
    )
    
    
    (3,583
    )Disposal, net
    
    
    9,041
    
    
    
    5,810Transfer and other
    
    
    8,792
    
    
    
    3,667Less: Intercompany
    
    
    (2,997
    )
    
    
    (2,102
    )Transfer and other, net
    
    
    5,795
    
    
    
    1,565Total Revenue
    
    $
    34,680
    
    
    $
    22,885
  Kansas/
    
    
    
    
    
    
    
    
    
    
    NorthMissouri
    
    
    Texas
    
    
    Arkansas
    
    
    Carolina
    
    
    Florida
    
    
    Other
    
    
    Corporate
    
    
    TotalThree months ended March 31, 2006:Revenue
    
    $
    11,532
    
    
    
    7,172
    
    
    
    3,275
    
    
    
    2,733
    
    
    
    4,772
    
    
    
    5,196
    
    
    
    
    
    
    
    34,680Depreciation and amortization
    
    
    1,160
    
    
    
    765
    
    
    
    422
    
    
    
    426
    
    
    
    695
    
    
    
    1,018
    
    
    
    82
    
    
    
    4,568Capital expenditures
    
    
    708
    
    
    
    408
    
    
    
    73
    
    
    
    386
    
    
    
    1,200
    
    
    
    469
    
    
    
    2,504
    
    
    
    5,748Capital expenditures (Acquisitions)
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81
    
    
    
    5,341
    
    
    
    
    
    
    
    5,423Three months ended March 31, 2005:Revenue
    
    $
    9,880
    
    
    
    5,755
    
    
    
    2,880
    
    
    
    
    
    
    
    
    
    
    
    4,370
    
    
    
    
    
    
    
    22,885Depreciation and amortization
    
    
    999
    
    
    
    628
    
    
    
    429
    
    
    
    
    
    
    
    
    
    
    
    755
    
    
    
    27
    
    
    
    2,838Capital expenditures
    
    
    1,547
    
    
    
    274
    
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    839
    
    
    
    47
    
    
    
    2,746Capital expenditures (Acquisitions)
    
    
    11,249
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,249Total assets:March 31, 2006
    
    $
    65,749
    
    
    
    31,582
    
    
    
    27,290
    
    
    
    45,679
    
    
    
    61,680
    
    
    
    46,150
    
    
    
    25,404
    
    
    
    303,534December 31, 2005
    
    
    64,623
    
    
    
    32,222
    
    
    
    27,867
    
    
    
    45,784
    
    
    
    62,048
    
    
    
    40,842
    
    
    
    18,152
    
    
    
    291,538
 11. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
  12




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Other Potential Proceedings
   13




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##### Table of Contents



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. 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, 2005 as
filed with the SEC on March 16, 2006. 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. 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 and its direct and indirect subsidiaries on a consolidated basis .
 Overview
  Acquisition Strategy
    14




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##### Table of Contents



Company
    
    Location
    
    Completion Date
    
    OperationsTexas Environmental Waste
    
    Houston, TX
    
    July 13, 2004
    
    CollectionAshley Trash Service
    
    Springfield, MO
    
    August 17, 2004
    
    CollectionPower Waste
    
    Birmingham, AL
    
    August 31, 2004
    
    CollectionBlount Recycling
    
    Birmingham, AL
    
    September 3, 2004
    
    Collection, Landfill & Transfer StationTranslift, Inc.
    
    Little Rock, AR
    
    September 17,
2004
    
    CollectionRural Disposal, Inc.
    
    Willow Springs, MO
    
    November 12, 2004
    
    CollectionTrash Away, Inc.
    
    Piedmont, SC
    
    November 30, 2004
    
    Collection & Transfer StationGecko Investments (Eagle
Ridge)
    
    St. Louis, MO
    
    January 11, 2005
    
    Collection & LandfillMRR Southern, LLC
    
    High Point/Raleigh,
NC
    
    April 1, 2005
    
    Landfill, Transfer Station & MRFTriangle Environmental
    
    Raleigh, NC
    
    May 16, 2005
    
    CollectionFoster Ferguson
    
    El Dorado Springs, MO
    
    May 16, 2005
    
    CollectionTriad Waste
    
    High Point, NC
    
    May 31, 2005
    
    CollectionProper Disposal
    
    Chanute, KS
    
    May 31, 2005
    
    CollectionFort Meade Landfill
    
    Ft. Meade, FL
    
    October 3, 2005
    
    LandfillMeyer & Gabbert
    
    Sarasota/Arcadia, FL
    
    October 3, 2005
    
    Collection, Landfill & Transfer StationPendergrass Refuse
    
    Springfield, MO
    
    October 4, 2005
    
    CollectionAndys Hauling
    
    Sarasota, FL
    
    October 21, 2005
    
    CollectionTransit Waste
    
    Durango,
CO/Bloomfield, NM
    
    February 10, 2006
    
    Collection & Landfill
   General Review of First Quarter Results
  Three MonthsEnded March 31,2006
    
    
    2005Collection:Residential
    
    $
    5,800
    
    
    $
    4,370Commercial
    
    
    3,722
    
    
    
    3,270Roll-off
    
    
    10,322
    
    
    
    7,870Total Collection
    
    
    19,844
    
    
    
    15,510Disposal
    
    
    14,209
    
    
    
    9,393Less: Intercompany
    
    
    (5,168
    )
    
    
    (3,583
    )Disposal, net
    
    
    9,041
    
    
    
    5,810
 15




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##### Table of Contents



Three MonthsEnded March 31,2006
    
    
    2005Transfer and other
    
    
    8,792
    
    
    
    3,667Less: Intercompany
    
    
    (2,997
    )
    
    
    (2,102
    )Transfer and other, net
    
    
    5,795
    
    
    
    1,565Total Revenue
    
    $
    34,680
    
    
    $
    22,885
      Forward-Looking Statements and Non-GAAP Measures
   16




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##### Table of Contents




    
    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 asset base (primarily depreciation and amortization
of our landfills and vehicles) from our operating results; and
 
    
    it helps investors identify items that are within 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.
  
    
    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 we use to estimate a purchase price (often expressed as a multiple of
EBITDA) for solid waste companies we intend to acquire. The appropriate EBITDA multiple
will vary from acquisition to acquisition depending on factors such as the size of the
operation, the type of operation, the anticipated growth in the market, the strategic
location of the operation in its market as well as other considerations;
 
    
    in presentations to our board of directors to enable them to have the same consistent
measurement basis of operating performance used by management;
 
    
    as a measure for planning and forecasting overall expectations and for evaluating
actual results against such expectations;
 
    
    in evaluations of field operations since it represents operational performance and
takes into account financial measures within the control of the field operating units;
 
    
    as a component of incentive cash bonuses paid to our executive officers and other employees;
 
    
    to assess compliance with financial ratios and covenants included in our credit agreements; and
 
    
    in communications with investors, lenders, and others, concerning our financial performance.
 17




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##### Table of Contents



Three months endedMarch 31,2006
    
    
    2005Total EBITDA
    
    $
    9,695
    
    
    $
    5,359Depreciation and amortization
    
    
    (4,568
    )
    
    
    (2,838
    )Interest expense, net
    
    
    (4,107
    )
    
    
    (1,352
    )Income tax provision
    
    
    (408
    )
    
    
    (461
    )Net income
    
    $
    612
    
    
    $
    708
  Results of Operations
 Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005
  Three Months Ended March 31,2006
    
    
    2005Revenue
    
    $
    34,680
    
    
    
    100.0
    %
    
    $
    22,885
    
    
    
    100.0
    %Expenses:Cost of services
    
    
    22,284
    
    
    
    64.2
    
    
    
    15,784
    
    
    
    69.0Depreciation and amortization
    
    
    4,568
    
    
    
    13.2
    
    
    
    2,838
    
    
    
    12.4Stock-based compensation
    
    
    253
    
    
    
    0.7
    
    
    
    
    
    
    
    Other general and administrative
    
    
    2,457
    
    
    
    7.1
    
    
    
    1,746
    
    
    
    7.6Operating income
    
    
    5,118
    
    
    
    14.8
    
    
    
    2,517
    
    
    
    11.0Interest expense, net
    
    
    (4,107
    )
    
    
    (11.8
    )
    
    
    (1,352
    )
    
    
    (5.9
    )Other income, net
    
    
    9
    
    
    
    0.0
    
    
    
    4
    
    
    
    0.0Income tax provision
    
    
    (408
    )
    
    
    (1.2
    )
    
    
    (461
    )
    
    
    (2.0
    )Net income
    
    $
    612
    
    
    
    1.8
    %
    
    $
    708
    
    
    
    3.1
    %
 Revenue.
 Cost of services.
 Depreciation and amortization.
 18




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##### Table of Contents



Stock-based compensation.
 Other general and administrative.
 Interest expense, net.
 Income tax provision.
 Liquidity and Capital Resources
    Tax-Exempt Bonds
  19




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Contractual Obligations
  Cash Flows
    Critical Accounting Estimates and Assumptions
   Capitalized Landfill Costs
   20




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
    
    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.
  Closure and Post-Closure Obligations
   
    
    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.
 21




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##### Table of Contents



Three Months Ended
    
    
    Year EndedMarch 31,
    
    
    December 31,2006
    
    
    2005Number of landfills owned
    
    
    20
    
    
    
    19Landfill depletion and amortization expense
(in thousands)
    
    $
    2,113
    
    
    $
    6,956Accretion expense (in thousands)
    
    
    71
    
    
    
    159Closure and post-closure expense (in thousands)
    
    
    48
    
    
    
    2,232
    
    
    
    7,115Airspace consumed (in thousands of cubic yards)
    
    
    1,141
    
    
    
    3,854Depletion, amortization, accretion, closure
and post-closure
expense per cubic yard of airspace consumed
    
    $
    1.96
    
    
    $
    1.85
  22




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   
 ITEM 4. CONTROLS AND PROCEDURES.
    23




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PART II-OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 (a)
    
    In January 2006, we issued a total of 132,545 shares of our common stock to certain
executive officers under the Amended and Restated 2004 WCA Waste Corporation Incentive
Plan. This transaction was undertaken in reliance upon the exemption from the
registration requirements of the Securities Act of 1933 afforded by Section 4(2). We
believe that exemptions other than the foregoing exemption may exist for these
transactions.(b)
    
    Not applicable.(c)
 (c)
    
    
    (d)Total number of
    
    
    Maximum number (or(a)
    
    
    
    
    
    
    shares (or units)
    
    
    approximate dollar value) ofTotal number
    
    
    (b)
    
    
    purchased as part of
    
    
    shares (or units) that mayof shares (or units)
    
    
    Average price paid
    
    
    publicly announced plans
    
    
    yet be purchased under thePeriod
    
    purchased
    
    
    per share (or unit)
    
    
    or programs
    
    
    plans or programsJanuary 1 
January 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 1 
February 28, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1  March 31,
2006
    
    
    10,915
    (1)
    
    $
    6.52
    
    
    
    
    
    
    
    Total
    
    
    10,915
    (1)
    
    $
    6.52
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents shares of WCA Waste Corporations common stock surrendered to satisfy tax
withholding obligations on the vesting of restricted stock. 
 ITEM 6. EXHIBITS.
 2.1**
    
    Reorganization Agreement, dated May 10, 2004, between WCA Waste
Corporation and Waste Corporation of America, Inc. (incorporated by
reference to Exhibit 2.1 to Amendment No. 2 to the registrants
Registration Statement on Form S-1 (File No. 333-113416) filed with the
SEC on May 14, 2004).2.2
    
    Agreement and Plan of Merger, dated May 10, 2004, between WCA Waste
Corporation, Waste Corporation of America and WCA Merger Corporation
(incorporated by reference to Exhibit 2.2 to Amendment No. 2 to the
registrants Registration Statement on Form S-1 (File No. 333-113416)
filed with the SEC on May 14, 2004).2.3
    
    Agreement and Plan of Merger, dated as of May 20, 2004, between WCA
Waste Corporation and WCA Merger II Corporation (incorporated by
reference to Exhibit 2.3 to Amendment No. 5 to the registrants
Registration Statement on Form S-4 (File No. 333-114901) filed with the
SEC on June 21, 2004).2.4**
    
    Membership Interest Purchase Agreement, dated effective January 14,
2005, between WCA of North Carolina, L.P., MRR Southern, LLC, Material
Recovery, LLC, Material Reclamation, LLC, MRR of High Point, LLC, MRR
Wake Transfer Station, LLC, WCA Waste Corporation, F. Norbert Hector,
Jr., D.H. Griffin, Paul M. Givens, Edward I. Weisiger, Jr. and David
Griffin, Jr. (incorporated by reference to Exhibit 2.4 to the
registrants Form 10-K (File No. 000-50808) filed with the SEC on March
24, 2004).2.5
    
    Closing and Asset Purchase Agreement, dated as of October 2, 2005, by
and among WCA of Florida, Inc., Meyer & Gabbert Excavating Contractors,
Inc., Leonard G. Meyer, Jr. and James
 24




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##### Table of Contents



F. Gabbert (incorporated by
reference to Exhibit 2.1 to the registrants Form 8-K (File No.
000-50808) filed with the SEC on September 30, 2005).2.6
    
    Agreement and Plan of Merger, dated as of September 30, 2005, by and
among WCA Waste Corporation, WCA of Central Florida, Inc., WCA
Management Company, L.P., Waste Corporation of America, LLC and Waste
Corporation of Central Florida, Inc. (incorporated by reference to
Exhibit 2.2 to the registrants Form 8-K (File No. 000-50808) filed
with the SEC on September 30, 2005).2.7
    
    First Amendment to Membership Interest Purchase Agreement, dated as of
March 30, 2005, by and among WCA of North Carolina, L.P., MRR Southern,
LLC, WCA Waste Corporation and WCA of Wake County, L.P. (incorporated
by reference to Exhibit 2.2 to the registrants Form 10-Q (File No.
000-50808) filed with the SEC on May 13, 2005).3.1
    
    Second Amended and Restated Certificate of Incorporation of WCA Waste
Corporation (incorporated by reference to Exhibit 3.1 to the
registrants Form 10-K (File No. 000-50808) filed with the SEC on
December 22, 2005).3.2
    
    Amended and Restated Bylaws of WCA Waste Corporation (incorporated by
reference to Exhibit 3.2 to Amendment No. 6 to the registrants
Registration Statement on Form S-1 (File No. 333-113416) filed with the
SEC on June 21, 2004).4.1
    
    Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 2 to the registrants Registration
Statement on Form S-1 (File No. 333-113416) filed with the SEC on May
14, 2004).4.2
    
    Trust Indenture between Gulf Coast Waste Disposal Authority and U.S.
Bank National Association, as Trustee, dated as of August 1, 2002
(incorporated by reference to Exhibit 4.2 to Amendment No. 4 to the
registrants Registration Statement on Form S-1 (File No. 333-113416)
filed with the SEC on June 17, 2004).4.3
    
    Form of Environmental Facilities Revenue Bond (included in Exhibit 4.2).10.1
    
    Administrative Services Agreement, dated May 20, 2004, between WCA
Waste Corporation and Waste Corporation of America, Inc. (incorporated
by reference to Exhibit 10.2 to Amendment No. 3 to the registrants
Registration Statement on Form S-1 (File No. 333-113416) filed with the
SEC on June 1, 2004).10.2+
    
    Employment Agreement, dated March 22, 2005, between WCA Management
Company, L.P., WCA Waste Corporation and Tom J. Fatjo, Jr.10.3+
    
    Employment Agreement, dated March 22, 2005, between WCA Management
Company, L.P., WCA Waste Corporation and Jerome Kruszka (incorporated
by reference to Exhibit 10.4 to the registrants Form 10-K (File No.
000-50808) filed with the SEC on March 24, 2004).10.4+
    
    Employment Agreement, dated March 22, 2005, between WCA Management
Company, L.P., WCA Waste Corporation and Charles Casalinova
(incorporated by reference to Exhibit 10.5 to the registrants Form
10-K (File No. 000-50808) filed with the SEC on March 24, 2004).10.5+
    
    Employment Agreement, dated March 22, 2005, between WCA Management
Company, L.P., WCA Waste Corporation and Tom J. Fatjo, III
(incorporated by reference to Exhibit 10.6 to the registrants Form
10-K (File No. 000-50808) filed with the SEC on March 24, 2004).10.6
    
    Capital Contribution Commitment Agreement, dated May 10,2004, between
WCA Waste Corporation and Waste Corporation of America (incorporated by
reference to Exhibit 10.12 to Amendment No. 2 to the registrants
Registration Statement on Form S-1 (File No. 333-113416) filed with the
SEC on May 14, 2004).10.7
    
    Tax Disaffiliation Agreement, dated as of May 20, 2004, by and between
WCA Waste Corporation and Waste Corporation of America LLC
(incorporated by reference to Exhibit 10.13 to Amendment No. 3 to the
registrants Registration Statement on Form S-1 (File No. 333-113416)
filed with the SEC on June 1, 2004).10.8
    
    Registration Rights Agreement, dated June 15, 2004, by and among WCA
Waste Corporation, EFO Co-Investment Partners and WCA Partners, L.P.
(incorporated by reference to Exhibit 10.14 to Amendment No. 4 to the
registrants Registration Statement on Form S-1 (File No. 333-113416)
filed with the SEC on June 17, 2004).10.9+
    
    Form of Stock Option Agreement under the 2004 WCA Waste Corporation
Incentive Plan (incorporated by reference to Exhibit 10.4 to the
registrants Form 10-Q (File No. 000-50808) filed with the SEC on
November 10, 2004).10.10+
    
    Form of Executive Officer Restricted Stock Grant under the 2004 WCA
Waste Corporation Incentive Plan (incorporated by reference to Exhibit
10.15 to the registrants Form 10-K (File No. 000-50808) filed with the
SEC on March 24, 2004).10.11+
    
    WCA Waste Corporation Performance Unit Plan (incorporated by reference
to Exhibit 10.19 to the registrants Form 10-K (File No. 000-50808)
filed with the SEC on March 24, 2004).
 25




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##### Table of Contents



10.12+
    
    WCA Waste Corporation Management Incentive Plan (incorporated by
reference to Exhibit 10.20 to the registrants Form 10-K (File No.
000-50808) filed with the SEC on March 24, 2004).10.13+
    
    Form of Non-Employee Director Restricted Stock Grant under the 2004 WCA
Waste Corporation Incentive Plan (incorporated by reference to Exhibit
10.21 to the registrants Form 10-K (File No. 000-50808) filed with the
SEC on March 24, 2004).10.14
    
    Form of Resale Restriction Agreement, dated as of December 21, 2005,
between WCA Waste Corporation and each of Tom J. Fatjo, Jr., Jerome M.
Kruszka, Charles A. Casalinova, Tom J. Fatjo, III, Richard E. Bean,
Ballard O. Castleman and Roger A. Ramsey individually (incorporated by
reference to Exhibit 10.1 to the registrants Form 8-K (File No.
000-50808) filed with the SEC on December 22, 2005).10.15
    
    Solid Waste Disposal Agreement, dated as of October 3, 2005, by any
between Waste Corporation of America, LLC and WCA Waste Corporation
(incorporated by reference to Exhibit 10.1 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on September 30, 2005).10.16
    
    Amended and Restated 2004 Waste Corporation Incentive Plan, effective
as of June 1, 2005 (incorporated by reference to Exhibit 10.1 to the
registrants Form 8-K (File No. 000-50808) filed with the SEC on June
1, 2005).10.17
    
    Reimbursement Agreement, dated as of August 30, 2002, by and among WCA
Waste Systems, Inc., Waste Corporation of Texas, L.P., and Wells Fargo
Bank Texas, National Association (incorporated by reference to Exhibit
10.10 to the registrants Form 10-Q (File No. 000-50808) filed with the
SEC on May 13, 2005).10.18
    
    First Amendment to Reimbursement Agreement, dated as of April 20, 2005,
by and among WCA Waste Systems, Inc., Waste Corporation of Texas, L.P.,
and Wells Fargo Bank National Association (successor by merger to Wells
Fargo Bank Texas, National Association) (incorporated by reference to
Exhibit 10.10 to the registrants Form 10-Q (File No. 000-50808) filed
with the SEC on May 13, 2005).10.19
    
    First Lien Credit Agreement, dated as of April 28, 2005, by and among
WCA Waste Systems, Inc., Wells Fargo Bank, National Association,
Comerica Bank and the Lenders party thereto (incorporated by reference
to Exhibit 10.10 to the registrants Form 10-Q (File No. 000-50808)
filed with the SEC on May 13, 2005).10.20
    
    Second Lien Credit Agreement, dated as of April 28, 2005, by and among
WCA Waste Systems, Inc., Wells Fargo Bank, National Association and the
Lenders party thereto (incorporated by reference to Exhibit 10.10 to
the registrants Form 10-Q (File No. 000-50808) filed with the SEC on
May 13, 2005).10.21
    
    Securities Purchase Agreement, dated as of February 10, 2006, by and
among WCA Waste Corporation, Transit Waste LLC, WCA Management Company,
L.P., and Waste Corporation of America, LLC. (incorporated by reference
to Exhibit 10.29 to the registrants Form 10-K (File No. 000-50808)
filed with the SEC on March 16, 2006).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.
 
 +
    
    Management contract or compensatory plan, contract or arrangement.*
    
    Filed herewith.
    
    Confidential treatment has been requested with respect to certain information contained in
this agreement.**
    
    Pursuant to Item 601(b)(2) of Regulation S-K, the Company agrees to furnish supplementally a
copy of any omitted exhibit or schedule to the Commission upon request.  26




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##### Table of Contents



SIGNATURES
  WCA WASTE CORPORATIONBy:
    /s/ Charles A. CasalinovaCharles A. CasalinovaSenior Vice President and Chief Financial
Officer (Principal Financial Officer)By:
    /s/ Kevin D. MitchellKevin D. MitchellVice President and Controller
(Principal Accounting Officer)




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##### Table of Contents



EXHIBIT INDEX
 2.1**
    
    Reorganization Agreement, dated May 10, 2004, between WCA Waste
Corporation and Waste Corporation of America, Inc. (incorporated by
reference to Exhibit 2.1 to Amendment No. 2 to the registrants
Registration Statement on Form S-1 (File No. 333-113416) filed with the
SEC on May 14, 2004).2.2
    
    Agreement and Plan of Merger, dated May 10, 2004, between WCA Waste
Corporation, Waste Corporation of America and WCA Merger Corporation
(incorporated by reference to Exhibit 2.2 to Amendment No. 2 to the
registrants Registration Statement on Form S-1 (File No. 333-113416)
filed with the SEC on May 14, 2004).2.3
    
    Agreement and Plan of Merger, dated as of May 20, 2004, between WCA
Waste Corporation and WCA Merger II Corporation (incorporated by
reference to Exhibit 2.3 to Amendment No. 5 to the registrants
Registration Statement on Form S-4 (File No. 333-114901) filed with the
SEC on June 21, 2004).2.4**
    
    Membership Interest Purchase Agreement, dated effective January 14,
2005, between WCA of North Carolina, L.P., MRR Southern, LLC, Material
Recovery, LLC, Material Reclamation, LLC, MRR of High Point, LLC, MRR
Wake Transfer Station, LLC, WCA Waste Corporation, F. Norbert Hector,
Jr., D.H. Griffin, Paul M. Givens, Edward I. Weisiger, Jr. and David
Griffin, Jr. (incorporated by reference to Exhibit 2.4 to the
registrants Form 10-K (File No. 000-50808) filed with the SEC on March
24, 2004).2.5
    
    Closing and Asset Purchase Agreement, dated as of October 2, 2005, by
and among WCA of Florida, Inc., Meyer & Gabbert Excavating Contractors,
Inc., Leonard G. Meyer, Jr. and James F. Gabbert (incorporated by
reference to Exhibit 2.1 to the registrants Form 8-K (File No.
000-50808) filed with the SEC on September 30, 2005).2.6
    
    Agreement and Plan of Merger, dated as of September 30, 2005, by and
among WCA Waste Corporation, WCA of Central Florida, Inc., WCA
Management Company, L.P., Waste Corporation of America, LLC and Waste
Corporation of Central Florida, Inc. (incorporated by reference to
Exhibit 2.2 to the registrants Form 8-K (File No. 000-50808) filed
with the SEC on September 30, 2005).2.7
    
    First Amendment to Membership Interest Purchase Agreement, dated as of
March 30, 2005, by and among WCA of North Carolina, L.P., MRR Southern,
LLC, WCA Waste Corporation and WCA of Wake County, L.P. (incorporated
by reference to Exhibit 2.2 to the registrants Form 10-Q (File No.
000-50808) filed with the SEC on May 13, 2005).3.1
    
    Second Amended and Restated Certificate of Incorporation of WCA Waste
Corporation (incorporated by reference to Exhibit 3.1 to the
registrants Form 10-K (File No. 000-50808) filed with the SEC on
December 22, 2005).3.2
    
    Amended and Restated Bylaws of WCA Waste Corporation (incorporated by
reference to Exhibit 3.2 to Amendment No. 6 to the registrants
Registration Statement on Form S-1 (File No. 333-113416) filed with the
SEC on June 21, 2004).4.1
    
    Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 2 to the registrants Registration
Statement on Form S-1 (File No. 333-113416) filed with the SEC on May
14, 2004).4.2
    
    Trust Indenture between Gulf Coast Waste Disposal Authority and U.S.
Bank National Association, as Trustee, dated as of August 1, 2002
(incorporated by reference to Exhibit 4.2 to Amendment No. 4 to the
registrants Registration Statement on Form S-1 (File No. 333-113416)
filed with the SEC on June 17, 2004).4.3
    
    Form of Environmental Facilities Revenue Bond (included in Exhibit 4.2).10.1
    
    Administrative Services Agreement, dated May 20, 2004, between WCA
Waste Corporation and Waste Corporation of America, Inc. (incorporated
by reference to Exhibit 10.2 to Amendment No. 3 to the registrants
Registration Statement on Form S-1 (File No. 333-113416) filed with the
SEC on June 1, 2004).10.2+
    
    Employment Agreement, dated March 22, 2005, between WCA Management
Company, L.P., WCA Waste Corporation and Tom J. Fatjo, Jr.10.3+
    
    Employment Agreement, dated March 22, 2005, between WCA Management
Company, L.P., WCA Waste Corporation and Jerome Kruszka (incorporated
by reference to Exhibit 10.4 to the registrants Form 10-K (File No.
000-50808) filed with the SEC on March 24, 2004).10.4+
    
    Employment Agreement, dated March 22, 2005, between WCA Management
Company, L.P., WCA Waste Corporation and Charles Casalinova
(incorporated by reference to Exhibit 10.5 to the registrants Form
10-K (File No. 000-50808) filed with the SEC on March 24, 2004).




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10.5+
    
    Employment Agreement, dated March 22, 2005, between WCA Management
Company, L.P., WCA Waste Corporation and Tom J. Fatjo, III
(incorporated by reference to Exhibit 10.6 to the registrants Form
10-K (File No. 000-50808) filed with the SEC on March 24, 2004).10.6
    
    Capital Contribution Commitment Agreement, dated May 10,2004, between
WCA Waste Corporation and Waste Corporation of America (incorporated by
reference to Exhibit 10.12 to Amendment No. 2 to the registrants
Registration Statement on Form S-1 (File No. 333-113416) filed with the
SEC on May 14, 2004).10.7
    
    Tax Disaffiliation Agreement, dated as of May 20, 2004, by and between
WCA Waste Corporation and Waste Corporation of America LLC
(incorporated by reference to Exhibit 10.13 to Amendment No. 3 to the
registrants Registration Statement on Form S-1 (File No. 333-113416)
filed with the SEC on June 1, 2004).10.8
    
    Registration Rights Agreement, dated June 15, 2004, by and among WCA
Waste Corporation, EFO Co-Investment Partners and WCA Partners, L.P.
(incorporated by reference to Exhibit 10.14 to Amendment No. 4 to the
registrants Registration Statement on Form S-1 (File No. 333-113416)
filed with the SEC on June 17, 2004).10.9+
    
    Form of Stock Option Agreement under the 2004 WCA Waste Corporation
Incentive Plan (incorporated by reference to Exhibit 10.4 to the
registrants Form 10-Q (File No. 000-50808) filed with the SEC on
November 10, 2004).10.10+
    
    Form of Executive Officer Restricted Stock Grant under the 2004 WCA
Waste Corporation Incentive Plan (incorporated by reference to Exhibit
10.15 to the registrants Form 10-K (File No. 000-50808) filed with the
SEC on March 24, 2004).10.11+
    
    WCA Waste Corporation Performance Unit Plan (incorporated by reference
to Exhibit 10.19 to the registrants Form 10-K (File No. 000-50808)
filed with the SEC on March 24, 2004).10.12+
    
    WCA Waste Corporation Management Incentive Plan (incorporated by
reference to Exhibit 10.20 to the registrants Form 10-K (File No.
000-50808) filed with the SEC on March 24, 2004).10.13+
    
    Form of Non-Employee Director Restricted Stock Grant under the 2004 WCA
Waste Corporation Incentive Plan (incorporated by reference to Exhibit
10.21 to the registrants Form 10-K (File No. 000-50808) filed with the
SEC on March 24, 2004).10.14
    
    Form of Resale Restriction Agreement, dated as of December 21, 2005,
between WCA Waste Corporation and each of Tom J. Fatjo, Jr., Jerome M.
Kruszka, Charles A. Casalinova, Tom J. Fatjo, III, Richard E. Bean,
Ballard O. Castleman and Roger A. Ramsey individually (incorporated by
reference to Exhibit 10.1 to the registrants Form 8-K (File No.
000-50808) filed with the SEC on December 22, 2005).10.15
    
    Solid Waste Disposal Agreement, dated as of October 3, 2005, by any
between Waste Corporation of America, LLC and WCA Waste Corporation
(incorporated by reference to Exhibit 10.1 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on September 30, 2005).10.16
    
    Amended and Restated 2004 Waste Corporation Incentive Plan, effective
as of June 1, 2005 (incorporated by reference to Exhibit 10.1 to the
registrants Form 8-K (File No. 000-50808) filed with the SEC on June
1, 2005).10.17
    
    Reimbursement Agreement, dated as of August 30, 2002, by and among WCA
Waste Systems, Inc., Waste Corporation of Texas, L.P., and Wells Fargo
Bank Texas, National Association (incorporated by reference to Exhibit
10.10 to the registrants Form 10-Q (File No. 000-50808) filed with the
SEC on May 13, 2005).10.18
    
    First Amendment to Reimbursement Agreement, dated as of April 20, 2005,
by and among WCA Waste Systems, Inc., Waste Corporation of Texas, L.P.,
and Wells Fargo Bank National Association (successor by merger to Wells
Fargo Bank Texas, National Association) (incorporated by reference to
Exhibit 10.10 to the registrants Form 10-Q (File No. 000-50808) filed
with the SEC on May 13, 2005).10.19
    
    First Lien Credit Agreement, dated as of April 28, 2005, by and among
WCA Waste Systems, Inc., Wells Fargo Bank, National Association,
Comerica Bank and the Lenders party thereto (incorporated by reference
to Exhibit 10.10 to the registrants Form 10-Q (File No. 000-50808)
filed with the SEC on May 13, 2005).10.20
    
    Second Lien Credit Agreement, dated as of April 28, 2005, by and among
WCA Waste Systems, Inc., Wells Fargo Bank, National Association and the
Lenders party thereto (incorporated by reference to Exhibit 10.10 to
the registrants Form 10-Q (File No. 000-50808) filed with the SEC on
May 13, 2005).10.21
    
    Securities Purchase Agreement, dated as of February 10, 2006, by and
among WCA Waste Corporation, Transit Waste LLC, WCA Management Company,
L.P., and Waste Corporation of




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##### Table of Contents



America, LLC. (incorporated by reference
to Exhibit 10.29 to the registrants Form 10-K (File No. 000-50808)
filed with the SEC on March 16, 2006).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.
 
 +
    
    Management contract or compensatory plan, contract or arrangement.*
    
    Filed herewith.
    
    Confidential treatment has been requested with respect to certain information contained in
this agreement.**
    
    Pursuant to Item 601(b)(2) of Regulation S-K, the Company agrees to furnish supplementally a
copy of any omitted exhibit or schedule to the Commission upon request.