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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, 2007
 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
    
    20-0829917(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    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)
 
 þ o
  o þ o
 o þ




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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 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 acquisition strategy has resulted and is expected to 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 related to acquisitions, which could lower our earnings.
  
    
    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;
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
    
    a general downturn in U.S. economic conditions may reduce our business prospects and
decrease our revenue and cash flows;
    
    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;
    
    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 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;
    
    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;
    
    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 prohibit 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;
    
    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;
    
    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.
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3




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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 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 INDEXEquity Interest Purchase AgreementStatement re: Computation of Ratio of Earnings to Fixed ChargesCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Section 1350Certification of CFO Pursuant to Section 1350    Table of Contents  
 PART I FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 WCA WASTE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS  (In thousands)
 March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    9,533
    
    
    $
    52,207Restricted cash
    
    
    379
    
    
    
    375Accounts receivable, net of allowance for doubtful accounts of $821
(unaudited) and $540, respectively
    
    
    19,669
    
    
    
    17,165Deferred tax assets
    
    
    1,036
    
    
    
    1,036Prepaid expenses and other
    
    
    6,466
    
    
    
    7,858Total current assets
    
    
    37,083
    
    
    
    78,641Property and equipment, net of accumulated depreciation and amortization of
$68,414 (unaudited) and $63,598, respectively
    
    
    235,444
    
    
    
    207,441Goodwill, net
    
    
    94,433
    
    
    
    73,546Intangible assets, net
    
    
    7,097
    
    
    
    4,885Deferred financing costs, net
    
    
    5,226
    
    
    
    5,429Restricted cash  debt service reserve fund
    
    
    984
    
    
    
    973Other assets
    
    
    231
    
    
    
    334Total assets
    
    $
    380,498
    
    
    $
    371,249LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    7,331
    
    
    $
    7,469Accrued liabilities and other
    
    
    14,995
    
    
    
    12,311Accrued closure and post-closure liabilities
    
    
    451
    
    
    
    Notes payable
    
    
    5,082
    
    
    
    3,335Current maturities of long-term debt
    
    
    859
    
    
    
    916Total current liabilities
    
    
    28,718
    
    
    
    24,031Long-term debt, less current maturities and discount
    
    
    165,834
    
    
    
    165,958Interest rate swap
    
    
    2,762
    
    
    
    2,448Accrued closure and post-closure liabilities
    
    
    5,428
    
    
    
    3,751Deferred tax liabilities
    
    
    8,537
    
    
    
    7,282Other long-term liabilities
    
    
    1,812
    
    
    
    Total liabilities
    
    
    213,091
    
    
    
    203,470COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Series A convertible preferred stock, $0.01 par value per share. Authorized 769
shares; issued and outstanding 769 shares (liquidation preference $96,006)
    
    
    8
    
    
    
    8Common stock, $0.01 par value per share. Authorized 50,000 shares; issued
and outstanding 16,965 and 16,859 shares, respectively
    
    
    170
    
    
    
    169Treasury stock
    
    
    (174
    )
    
    
    (174
    )Additional paid-in capital
    
    
    162,387
    
    
    
    161,316Retained earnings
    
    
    5,016
    
    
    
    6,460Total stockholders equity
    
    
    167,407
    
    
    
    167,779Total liabilities and stockholders equity
    
    $
    380,498
    
    
    $
    371,249
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WCA WASTE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)  (In thousands, except per share amounts)
 Three Months EndedMarch 31,2007
    
    
    2006Revenue
    
    $
    40,627
    
    
    $
    34,680Expenses:Cost of services
    
    
    25,755
    
    
    
    22,284Depreciation and amortization
    
    
    5,189
    
    
    
    4,568General and administrative (including stock-based compensation
of $353 and $253, respectively)
    
    
    3,140
    
    
    
    2,71034,084
    
    
    
    29,562Operating income
    
    
    6,543
    
    
    
    5,118Other income (expense):Interest expense, net
    
    
    (3,881
    )
    
    
    (4,107
    )Unrealized loss on interest rate swap
    
    
    (528
    )
    
    
    Other income, net
    
    
    150
    
    
    
    9(4,259
    )
    
    
    (4,098
    )Income before income taxes
    
    
    2,284
    
    
    
    1,020Income tax provision
    
    
    (962
    )
    
    
    (408
    )Net income
    
    
    1,322
    
    
    
    612Accrued payment-in-kind dividend on preferred stock
    
    
    (954
    )
    
    
    Net income available to common stockholders
    
    $
    368
    
    
    $
    612Earnings per share  basic and diluted:Net income available to common stockholders
    
    $
    0.02
    
    
    $
    0.04Weighted average shares outstanding  basic
    
    
    16,413
    
    
    
    16,330Weighted average shares outstanding  diluted
    
    
    16,446
    
    
    
    16,350
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WCA WASTE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)  (In thousands)
 Three Months EndedMarch 31,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,322
    
    
    $
    612Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    5,189
    
    
    
    4,568Stock-based compensation
    
    
    353
    
    
    
    253Amortization of deferred financing costs and debt discount
    
    
    221
    
    
    
    181Deferred tax provision
    
    
    962
    
    
    
    278Accretion expense for closure and post-closure obligations
    
    
    120
    
    
    
    71Gain on sale of assets
    
    
    (150
    )
    
    
    (9
    )Unrealized loss on interest rate swap
    
    
    528
    
    
    
    Prepaid disposal usage
    
    
    712
    
    
    
    529Change in operating assets and liabilities, net of effects of acquisitions:Accounts receivable, net
    
    
    (1,086
    )
    
    
    (44
    )Prepaid expenses and other
    
    
    (2,467
    )
    
    
    (1,295
    )Accounts payable and other liabilities
    
    
    3,375
    
    
    
    191Net cash provided by operating activities
    
    
    9,079
    
    
    
    5,335CASH FLOWS FROM INVESTING ACTIVITIES:Acquisitions of businesses, net of cash acquired
    
    
    (45,720
    )
    
    
    (334
    )Proceeds from sale of fixed assets
    
    
    188
    
    
    
    9Capital expenditures
    
    
    (5,992
    )
    
    
    (5,748
    )Cost incurred on possible acquisitions
    
    
    (14
    )
    
    
    (3
    )Net cash used in investing activities
    
    
    (51,538
    )
    
    
    (6,076
    )CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on long-term debt
    
    
    (191
    )
    
    
    (1,717
    )Net change in revolving line of credit
    
    
    
    
    
    
    2,699Decrease (increase) in restricted cash
    
    
    (15
    )
    
    
    19Equity transaction costs
    
    
    (5
    )
    
    
    Deferred financing costs
    
    
    (4
    )
    
    
    (47
    )Net cash provided by (used in) financing activities
    
    
    (215
    )
    
    
    954NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (42,674
    )
    
    
    213CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
    
    
    52,207
    
    
    
    678CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
    
    $
    9,533
    
    
    $
    891SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid
    
    $
    756
    
    
    $
    4,096Income taxes paid
    
    
    
    
    
    
    130Note payable
    
    
    3,038
    
    
    
    
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WCA WASTE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(All tables in thousands, except per share data)
 1.
 Basis of Presentation
    New Accounting Pronouncements
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2. ACQUISITIONS
     3. STOCK-BASED COMPENSATION
    Weighted AverageWeighted Average
    
    
    RemainingGrant-Date
    
    
    Contractual TermShares
    
    
    Fair Value
    
    
    (years)Unvested at December 31, 2006
    
    
    478
    
    
    $
    7.84Granted
    
    
    137
    
    
    
    7.97Vested
    
    
    (102
    )
    
    
    8.38Forfeited
    
    
    (1
    )
    
    
    7.15Unvested at March 31, 2007
    
    
    512
    
    
    $
    7.77
    
    
    
    4.50
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Weighted AverageRemainingWeighted Average
    
    
    Contractual TermShares
    
    
    Exercise Price
    
    
    (years)Outstanding at December
31, 2006
    
    
    634
    
    
    $
    9.52Grants
    
    
    
    
    
    
    Forfeitures
    
    
    
    
    
    
    Outstanding at March 31, 2007
    
    
    634
    
    
    $
    9.52
    
    
    
    7.25
  4. EARNINGS PER SHARE
  Three MonthsEnded March 31,2007
    
    
    2006Numerator:Net income
    
    $
    1,322
    
    
    $
    612Accrued payment-in-kind dividend on
preferred stock
    
    
    (954
    )
    
    
    Net income available to common stockholders
    
    $
    368
    
    
    $
    612Denominator:Weighted average basic shares outstanding
    
    
    16,413
    
    
    
    16,330Dilutive effect of restricted share issuances
    
    
    33
    
    
    
    20Weighted average diluted shares outstanding
    
    
    16,446
    
    
    
    16,350Earnings per share:Basic
    
    $
    0.02
    
    
    $
    0.04Diluted
    
    $
    0.02
    
    
    $
    0.04
  Three MonthsEnded March 31,2007
    
    2006Stock options
    
    
    634
    
    
    
    643Restricted shares
    
    
    299
    
    
    
    Convertible preferred stock
    
    
    8,065
    
    
    
    Convertible debt
    
    
    636
    
    
    
    6369,634
    
    
    
    1,279
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5. LONG-TERM DEBT
  March 31,
    
    
    December 31,2007
    
    
    2006Senior Notes, with interest rate of 9.25%, due in June 2014
    
    $
    150,000
    
    
    $
    150,000Environmental Facilities Revenue Bonds, principal payable in varying
annual installments, maturing in 2020, interest rate ranging
from 8.5%
to 9% (8.89% weighted average rate at March 31, 2007 and December
31, 2006)
    
    
    9,165
    
    
    
    9,165Notes payable to banks and financial institutions, payable monthly
through August 2010, weighted average interest rate of 6.55% and
6.54% at March 31, 2007 and December 31, 2006, respectively)
    
    
    848
    
    
    
    1,008Note payable, with interest rate of 5%, due in January 2010
    
    
    128
    
    
    
    160Seller 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
    
    
    
    4,000167,141
    
    
    
    167,333Less: Debt discount
    
    
    448
    
    
    
    459Less: Current portion
    
    
    859
    
    
    
    916$
    165,834
    
    
    $
    165,958
   6. INTEREST RATE SWAP / COMPREHENSIVE INCOME
  Three MonthsEnded March 31,2007
    
    
    2006Net income
    
    $
    1,322
    
    
    $
    612Unrealized gain on interest rate swap, net
of tax of $0 and $1,025, respectively
    
    
    
    
    
    
    1,550Comprehensive income
    
    $
    1,322
    
    
    $
    2,162
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7. LANDFILL ACCOUNTING
 Capitalized Landfill Costs
     Closure and Post-Closure Obligations
    Landfill
    
    
    Closure and Post-Assets, net
    
    
    closure LiabilitiesDecember 31, 2006
    
    $
    132,799
    
    
    $
    3,751Capital expenditures
    
    
    767
    
    
    
    Amortization expense
    
    
    (2,177
    )
    
    
    Obligations incurred and capitalized
    
    
    110
    
    
    
    110Revisions to estimates of closure
and post-closure activities
    
    
    1,869
    
    
    
    1,869Interest accretion
    
    
    
    
    
    
    120Acquisitions and other adjustments
    
    
    18,027
    
    
    
    29March 31, 2007
    
    $
    151,395
    
    
    $
    5,879
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March 31,
    
    
    December 31,2007
    
    
    2006Recorded amounts:Current portion
    
    $
    451
    
    
    $
    Noncurrent portion
    
    
    5,428
    
    
    
    3,751Total recorded
    
    $
    5,879
    
    
    $
    3,751
  8. INCOME TAXES
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9. STOCKHOLDERS EQUITY
  Preferred
    
    
    Common
    
    
    Treasury
    
    
    Additional
    
    
    RetainedStock
    
    
    Stock
    
    
    Stock
    
    
    Paid-in Capital
    
    
    Earnings
    
    
    TotalDecember 31, 2006
    
    $
    8
    
    
    $
    169
    
    
    $
    (174
    )
    
    $
    161,316
    
    
    $
    6,460
    
    
    $
    167,779Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,322
    
    
    
    1,322Cumulative effect of
change in accounting
principle (FIN 48 
see note 8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,812
    )
    
    
    (1,812
    )Accrued payment-in-
kind dividend on
preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    954
    
    
    
    (954
    )
    
    
    Issuance of restricted
shares to employees
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    Accretion of unearned
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    353
    
    
    
    
    
    
    
    353Repurchase of common
shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (230
    )
    
    
    
    
    
    
    (230
    )Equity transaction
costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (5
    )March 31, 2007
    
    $
    8
    
    
    $
    170
    
    
    $
    (174
    )
    
    $
    162,387
    
    
    $
    5,016
    
    
    $
    167,407
 Preferred Stock
   13




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10. SEGMENT INFORMATION
  Three MonthsEnded March 31,2007
    
    
    2006Collection:Residential
    
    $
    8,881
    
    
    $
    5,800Commercial
    
    
    4,387
    
    
    
    3,722Roll-off
    
    
    11,801
    
    
    
    10,322Total collection
    
    
    25,069
    
    
    
    19,844Disposal
    
    
    15,071
    
    
    
    14,209Less: Intercompany
    
    
    5,581
    
    
    
    5,168Disposal, net
    
    
    9,490
    
    
    
    9,041Transfer and other
    
    
    9,587
    
    
    
    8,792Less: Intercompany
    
    
    3,519
    
    
    
    2,997Transfer and other, net
    
    
    6,068
    
    
    
    5,795Total revenue
    
    $
    40,627
    
    
    $
    34,680
  Kansas/
    
    
    
    
    
    
    
    
    
    NorthMissouri
    
    Texas
    
    Arkansas
    
    Carolina
    
    Florida
    
    Oklahoma
    
    Other
    
    Corporate
    
    TotalThree months ended
March 31, 2007:Revenue
    
    $
    11,916
    
    
    
    9,324
    
    
    
    3,470
    
    
    
    2,621
    
    
    
    5,561
    
    
    
    1,544
    
    
    
    6,191
    
    
    
    
    
    
    
    40,627Depreciation and
amortization
    
    
    1,206
    
    
    
    911
    
    
    
    408
    
    
    
    480
    
    
    
    839
    
    
    
    171
    
    
    
    1,055
    
    
    
    119
    
    
    
    5,189Capital expenditures
    
    
    2,592
    
    
    
    1,714
    
    
    
    385
    
    
    
    231
    
    
    
    285
    
    
    
    23
    
    
    
    692
    
    
    
    70
    
    
    
    5,992Capital expenditures
(Acquisitions)
    
    
    152
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    654
    
    
    
    24,343
    
    
    
    
    
    
    
    
    
    
    
    25,149Three 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
    
    
    
    
    
    
    
    5,423Total assets:March 31, 2007
    
    $
    74,525
    
    
    
    35,267
    
    
    
    27,999
    
    
    
    46,318
    
    
    
    75,606
    
    
    
    41,118
    
    
    
    47,714
    
    
    
    31,951
    
    
    
    380,498December 31, 2006
    
    
    70,279
    
    
    
    34,026
    
    
    
    27,703
    
    
    
    46,515
    
    
    
    67,621
    
    
    
    
    
    
    
    48,097
    
    
    
    77,008
    
    
    
    371,249
  14




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##### Table of Contents



11. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
   Other Potential Proceedings
   15




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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, 2006 as
filed with the SEC on March 14, 2007. 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 on a consolidated basis .
 Overview
  Acquisition Strategy
    16




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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
    
    Fort 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 & LandfillFort Myers Transfer Station
    
    Fort Myers, FL
    
    August 10, 2006
    
    Transfer StationWCA of St. Lucie, LLC
    
    St. Lucie, FL
    
    October 2, 2006
    
    Transfer StationSunrise Disposal, LLC
    
    Springfield, MO
    
    December 28, 2006
    
    CollectionSouthwest Dumpster, Inc.
    
    Fort Myers, FL
    
    January 3, 2007
    
    CollectionAmerican Waste, Inc.
    
    Oklahoma City, OK
    
    February 21, 2007
    
    Collection & LandfillKlean Way Disposal, Inc.
    
    Springfield, MO
    
    March 30, 2007
    
    Collection
  General Review of Results for the Three Months Ended March 31, 2007
   Three Months EndedMarch 31,2007
    
    2006Collection:
    
    
    50.4
    %
    
    
    46.3
    %Disposal
    
    
    30.3
    %
    
    
    33.2
    %Transfer and other
    
    
    19.3
    %
    
    
    20.5
    %Total uneliminated revenue
    
    
    100.0
    %
    
    
    100.0
    %
 17




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##### Table of Contents



Three MonthsEnded March 31,2007
    
    
    2006Collection:Residential
    
    $
    8,881
    
    
    $
    5,800Commercial
    
    
    4,387
    
    
    
    3,722Roll-off
    
    
    11,801
    
    
    
    10,322Total collection
    
    
    25,069
    
    
    
    19,844Disposal
    
    
    15,071
    
    
    
    14,209Less: Intercompany
    
    
    5,581
    
    
    
    5,168Disposal, net
    
    
    9,490
    
    
    
    9,041Transfer and other
    
    
    9,587
    
    
    
    8,792Less: Intercompany
    
    
    3,519
    
    
    
    2,997Transfer and other, net
    
    
    6,068
    
    
    
    5,795Total revenue
    
    $
    40,627
    
    
    $
    34,680
      Forward-Looking Statements and Non-GAAP Measures
   18




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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 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.
  
    
    as a measure of operating performance because it assists us in comparing our
performance on a consistent basis as it removes the impact of our capital structure and
asset base from our operating results;
    
    as one method to estimate a purchase price (often expressed as a multiple of EBITDA)
for solid waste companies we intend to acquire. The appropriate EBITDA multiple will vary
from acquisition to acquisition depending on factors such as the size of the operation,
the type of operation, the anticipated growth in the market, the strategic location of the
operation in its market as well as other considerations;
    
    in presentations to our board of directors to enable them to have the same consistent
measurement basis of operating performance used by management;
    
    as a measure for planning and forecasting overall expectations and for evaluating
actual results against such expectations;
    
    in evaluations of field operations since it represents operational performance and
takes into account financial measures within the control of the field operating units;
    
    as a component of incentive cash bonuses paid to our executive officers and other employees;
    
    to assess compliance with financial ratios and covenants included in our credit agreements; and
    
    in communications with investors, lenders, and others, concerning our financial performance.
  Three months endedMarch 31,2007
    
    
    2006Total EBITDA
    
    $
    11,882
    
    
    $
    9,695Depreciation and amortization
    
    
    (5,189
    )
    
    
    (4,568
    )Interest expense, net
    
    
    (3,881
    )
    
    
    (4,107
    )Unrealized loss on interest rate swap
    
    
    (528
    )
    
    
    Income tax provision
    
    
    (962
    )
    
    
    (408
    )Accrued payment-in-kind dividend on preferred stock
    
    
    (954
    )
    
    
    Net income available to common stockholders
    
    $
    368
    
    
    $
    612
 19




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##### Table of Contents



Results of Operations
 Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006
  Three Months Ended March 31,2007
    
    
    2006Revenue
    
    $
    40,627
    
    
    
    100.0
    %
    
    $
    34,680
    
    
    
    100.0
    %Expenses:Cost of services
    
    
    25,755
    
    
    
    63.4
    
    
    
    22,284
    
    
    
    64.2Depreciation and amortization
    
    
    5,189
    
    
    
    12.8
    
    
    
    4,568
    
    
    
    13.2General and administrative
    
    
    3,140
    
    
    
    7.7
    
    
    
    2,710
    
    
    
    7.8Operating income
    
    
    6,543
    
    
    
    16.1
    
    
    
    5,118
    
    
    
    14.8Interest expense, net
    
    
    (3,881
    )
    
    
    (9.6
    )
    
    
    (4,107
    )
    
    
    (11.8
    )Unrealized loss on interest rate swap
    
    
    (528
    )
    
    
    (1.3
    )
    
    
    
    
    
    
    Other income, net
    
    
    150
    
    
    
    0.4
    
    
    
    9
    
    
    
    0.0Income tax provision
    
    
    (962
    )
    
    
    (2.4
    )
    
    
    (408
    )
    
    
    (1.2
    )Accrued payment-in-kind dividend on preferred stock
    
    
    (954
    )
    
    
    (2.3
    )
    
    
    
    
    
    
    Net income available to common stockholders
    
    $
    368
    
    
    
    0.9
    %
    
    $
    612
    
    
    
    1.8
    %
 Revenue.
 Cost of services.
 Depreciation and amortization.
 General and administrative.
 Interest expense, net.
 20




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##### Table of Contents



Unrealized loss on interest rate swap.
 Income tax provision.
 Accrued payment-in-kind dividend on preferred stock.
 Liquidity and Capital Resources
    Private Placement of Preferred Stock
   21




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##### Table of Contents




    
    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 the Common Stock for each of 20 consecutive
trading days exceeds $14.40 per share
    
    fundamental transaction, including a group (defined in the Securities Exchange Act
of 1934, as amended (the Exchange Act)) 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 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, 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 a liquidation of WCA Waste, 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 (defined above) 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 Preferred Stock. However, if securities of another
company are issued as consideration in a fundamental transaction, WCA Waste has 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;
 22




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##### Table of Contents




    
    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 is
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.
  Tax-Exempt Bonds
  Contractual Obligations
  Cash Flows
     23




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##### Table of Contents



Critical Accounting Estimates and Assumptions
   Capitalized Landfill Costs
    
    
    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.
  24




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##### Table of Contents



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.
  Three Months
    
    
    Year EndedEnded March 31,
    
    
    December 31,2007
    
    
    2006Number of landfills owned
    
    
    23
    
    
    
    20Landfill depletion and amortization expense
(in thousands)
    
    $
    2,097
    
    
    $
    8,784Accretion expense (in thousands)
    
    
    120
    
    
    
    284Closure and post-closure cost (in thousands)
    
    
    
    
    
    
    2862,217
    
    
    
    9,354Airspace consumed (in thousands of cubic yards)
    
    
    1,156
    
    
    
    4,806Depletion, amortization, accretion, closure
and post-closure
costs per cubic yard of airspace consumed
    
    $
    1.92
    
    
    $
    1.95
  25




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
    
 ITEM 4. CONTROLS AND PROCEDURES.
    26




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##### Table of Contents



PART II-OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  
 ITEM 1A. RISK FACTORS.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 (a)
    
    In January 2007, we issued a total of 137,050 shares of our common stock to certain executive
officers under the 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, 2007.
    
    14,616 (1)
    
    $
    7.61
    
    
    
    
    February 1 
February 28, 2007.
    
    4,441 (1)
    
    $
    7.56
    
    
    
    
    March 1  March 31,
2007.
    
    10,914 (1)
    
    $
    7.76
    
    
    
    
    Total.
    
    29,971 (1)
    
    $
    7.66
    
    
    
    
    
 
 (1)
    
    Represents shares of WCA Waste Corporations common stock surrendered to satisfy tax
withholding obligations on the vesting of restricted stock. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 ITEM 5. OTHER INFORMATION.
  27




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##### Table of Contents



ITEM 6. EXHIBITS.
 2.1**
    
    Reorganization Agreement, dated May 10, 2004, by and among Waste Corporation of
America, Inc., WCA Waste Corporation, WCA Holdings Corporation and WCA Merger
Corporation (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, Inc. 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, 2005).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 October 6,
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 October 6, 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 above).4.4
    
    Indenture, dated as of July 5, 2006, by and among WCA Waste Corporation, the
Guarantors named therein and The Bank of New York Trust Company, N.A.
(incorporated by reference to Exhibit 4.1 to the registrants Form 8-K (File
No. 000-50808) filed with the SEC on July 5, 2006).4.5
    
    Form of 9.25% Senior Note due 2014 (included as Exhibit A to Exhibit 4.4 above).4.6
    
    Certificate of Designation of Series A Convertible Pay-in-Kind Preferred Stock
(incorporated by reference to Exhibit 4.7 to the registrants Form 10-Q (File
No. 000-50808) filed with the SEC on August 8, 2006).4.7
    
    Specimen of Series A Convertible Pay-in-Kind Preferred Stock Certificate
(incorporated by reference to Exhibit 4.8 to the registrants Form 10-Q (File
No. 000-50808) filed with the SEC on August 8, 2006).
 28




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##### Table of Contents



10.1
    
    Administrative Services Agreement, dated May 20, 2004, between WCA Waste
Corporation, WCA Management Company, L.P., Waste Corporation of America, LLC,
Transit Waste, LLC, Waste Corporation of Central Florida, Inc. and Waste
Corporation of Florida, 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+
    
    Amended and Restated Employment Agreement, effective as of January 1, 2007,
between WCA Management Company, L.P., WCA Waste Corporation and Tom J. Fatjo,
Jr. (incorporated by reference to Exhibit 10.2 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on January 9, 2007).10.3+
    
    Amended and Restated Employment Agreement, effective as of January 1, 2007,
between WCA Management Company, L.P., WCA Waste Corporation and Jerome Kruzka
(incorporated by reference to Exhibit 10.3 to the registrants Form 8-K (File
No. 000-50808) filed with the SEC on January 9, 2007).10.4+
    
    Amended and Restated Employment Agreement, effective as of January 1, 2007,
between WCA Management Company, L.P., WCA Waste Corporation and Charles
Casalinova (incorporated by reference to Exhibit 10.4 to the registrants Form
8- K (File No. 000-50808) filed with the SEC on January 9, 2007).10.5+
    
    Amended and Restated Employment Agreement, effective as of January 1, 2007,
between WCA Management Company, L.P., WCA Waste Corporation and Tom J. Fatjo,
III (incorporated by reference to Exhibit 10.5 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on January 9, 2007).10.6
    
    Capital Contribution Commitment Agreement, dated May 10,2004, between WCA Waste
Corporation and Waste Corporation of America, Inc. (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
    
    Out Purchase and Sale of Assets Agreement, dated as of September 3, 2004, by
and between WCA of Alabama, L.L.C., Bluewater Diving, LLC, Frank Hollis and Van
Mulvehill (incorporated by reference to Exhibit 10.1 to the registrants Form
10-Q (File No. 000-50808) filed with the SEC on November 10, 2004).10.10
    
    Purchase and Sale of Assets Agreement, dated as of September 3, 2004, by and
between WCA of Alabama, L.L.C., BRC, LLC, Frank Hollis and Van Mulvehill
(incorporated by reference to Exhibit 10.2 to the registrants Form 10-Q (File
No. 000-50808) filed with the SEC on November 10, 2004).10.11
    
    Purchase and Sale of Assets Agreement, dated as of September 3, 2004, by and
between WCA of Alabama, L.L.C., Blount Recycling, LLC, Frank Hollis and Van
Mulvehill (incorporated by reference to Exhibit 10.3 to the registrants Form
10-Q (File No. 000-50808) filed with the SEC on November 10, 2004).10.12+
    
    Form of WCA Waste Corporation 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).10.13+
    
    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,
2005).10.14
    
    Closing and Asset Purchase Agreement, dated as of November 30, 2004, between
WCA Shiloh Landfill, L.L.C., Trash Away, Inc. and Gary W. Seymore (incorporated
by reference to Exhibit 10.16 to the registrants Form 10-K (File No. 000- 508
08) filed with the SEC on March 24, 2005).10.15
    
    Closing and Asset Purchase Agreement, dated as of November 30, 2004, between
WCA Shiloh Landfill, L.L.C., Waste Reduction of South Carolina, Inc. and Gary
W. Seymore (incorporated by reference to Exhibit 10.17 to the registrants Form
10-K (File No. 000-50808) filed with the SEC on March 24, 2005).
 29




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10.16
    
    Membership Interest Purchase Agreement, dated effective January 11, 2005,
between WCA Waste Corporation, Waste Corporation of Missouri, Inc., Gecko
Investments, LLC, Andrew Zelenkofske, Daniel J. Clark and Joseph E. LoConti
(incorporated by reference to Exhibit 10.18 to the registrants Form 10-K (File
No. 000-50808) filed with the SEC on March 24, 2005).10.17+
    
    WCA Waste Corporation Management Incentive Plan, as amended and restated
effective January 1, 2007 (incorporated by reference to Exhibit 10.1 to the
registrants Form 8-K (File No. 000-50808) filed with the SEC on January 9,
2007).10.18+
    
    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, 2005).10.19+
    
    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,
2005).10.20
    
    Form of Resale Restriction Agreement, dated as of December 21, 2005, between
WCA Waste Corporation and each of Tom J. Fatjo, Jr., Jerome M. Kruzka, 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).10.21
    
    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 October 6, 2005).10.22
    
    Amended and Restated 2004 WCA 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).10.23
    
    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).10.24
    
    First Amendment to Reimbursement Agreement, dated as of April 28, 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 10.11 to the
registrants Form 10-Q (File No. 000-50808) filed with the SEC on May 13,
2005).10.25
    
    Revolving Credit Agreement, dated as of July 5, 2006, by and among WCA Waste
Corporation, Comerica Bank and the Lenders named therein (incorporated by
reference to Exhibit 10.1 to the registrants Form 8-K (File No. 000-50808)
filed with the SEC on July 5, 2006).10.26
    
    Interest Rate Swap Agreement, dated July 11, 2006, between WCA Waste
Corporation and Comerica Bank (incorporated by reference to Exhibit 10.3 to the
registrants Form 10-Q (File No. 000-50808) filed with the SEC on August 8,
2006).10.27
    
    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 in-K (File No. 000-50808) filed with the SEC on March 16,
2006).10.28
    
    Preferred Stock Purchase Agreement, dated as of June 12, 2006, by and between
WCA Waste Corporation and Ares Corporate Opportunities Fund II, L.P.
(incorporated by reference to Exhibit 10.1 to the registrants Form 8-K (File
No. 000-50808) filed with the SEC on June 16, 2006).10.29
    
    Purchase Agreement, dated as of June 28, 2006, by and among WCA Waste
Corporation, the Guarantors named therein and Credit Suisse Securities (USA)
LLC (incorporated by reference to Exhibit 10.2 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on July 5, 2006).10.30
    
    Registration Rights Agreement, dated as of July 5, 2006, by and among WCA Waste
Corporation, the Guarantors named therein and Credit Suisse Securities (USA)
LLC (incorporated by reference to Exhibit 10.3 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on July 5, 2006).10.31
    
    Stockholders Agreement. dated July 27. 2006. among WCA Waste Corporation and
Ares Corporate Opportunity Fund II. L.P. (incorporated by reference to Exhibit
10.5 to the registrants Form i0-Q (File No. 000-50808) filed with the SEC on
August 8, 2006).
 30




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10.32
    
    Registration Rights Agreement, dated July 27, 2006, among WCA Waste Corporation
and Ares Corporate Opportunities Fund II, L.P. (incorporated by reference to
Exhibit 10.6 to the registrants Form i0-Q (File No. 000-50808) filed with the
SEC on August 8, 2006).10.33
    
    Management Rights Letter, dated July 27, 2006, between WCA Waste Corporation
and Ares Corporate Opportunities Fund II, L.P. (incorporated by reference to
Exhibit 10.7 to the registrants Form 10-Q (File No. 000-50808) filed with the
SEC on August 8, 2006).10.34
    
    Second Amended and Restated 2004 WCA Waste Corporation Incentive Plan,
effective as of September 15, 2006 (incorporated by reference to Exhibit 10.1
to the registrants Form 8-K (File No. 000-50808) filed with the SEC on
September 15, 2006).10.35
    
    Form of Stock Option Agreement under the Second Amended and Restated 2004 WCA
Waste Corporation Incentive Plan (incorporated by reference to Exhibit 10.37 to
the registrants Form 10-K (File No. 000-50808) filed with the SEC on March 14,
2007).10.36
    
    Form of Executive Officer Restricted Stock Grant under the Second Amended and
Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by reference
to Exhibit 10.38 to the registrants Form 10-K (File No. 000-50808) filed with
the SEC on March 14, 2007).10.37
    
    Form of Non Employee Director Restricted Stock Grant under the Second Amended
and Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by
reference to Exhibit 10.39 to the registrants Form 10-K (File No. 000-50808)
filed with the SEC on March 14, 2007).10.38
    
    Form of Restricted Stock Grant under the Second Amended and Restated 2004 WCA
Waste Corporation Incentive Plan (incorporated by reference to Exhibit 10.40 to
the registrants Form 10-K (File No. 000-50808) filed with the SEC on March 14,
2007).10.39***
    
    Equity Interest Purchase Agreement, dated February 21, 2007, by and among WCA
of Oklahoma, LLC, Roy Yokley, Troy Yokley, American Waste, Inc., N.E. Land
Fill, Inc., Pauls Valley Landfill, Inc. and Sooner Waste, L.L.C.12.1*
    
    Statement regarding computation of ratio of earnings to fixed charges for the
three months ended March 31, 2007.31.1*
    
    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.  31




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

Kevin 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, by and among Waste Corporation of
America, Inc., WCA Waste Corporation, WCA Holdings Corporation and WCA Merger
Corporation (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, Inc. 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, 2005).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 October 6,
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 October 6, 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 above).4.4
    
    Indenture, dated as of July 5, 2006, by and among WCA Waste Corporation, the
Guarantors named therein and The Bank of New York Trust Company, N.A.
(incorporated by reference to Exhibit 4.1 to the registrants Form 8-K (File
No. 000-50808) filed with the SEC on July 5, 2006).4.5
    
    Form of 9.25% Senior Note due 2014 (included as Exhibit A to Exhibit 4.4 above).4.6
    
    Certificate of Designation of Series A Convertible Pay-in-Kind Preferred Stock
(incorporated by reference to Exhibit 4.7 to the registrants Form 10-Q (File
No. 000-50808) filed with the SEC on August 8, 2006).4.7
    
    Specimen of Series A Convertible Pay-in-Kind Preferred Stock Certificate
(incorporated by reference to Exhibit 4.8 to the registrants Form 10-Q (File
No. 000-50808) filed with the SEC on August 8, 2006).




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##### Table of Contents



10.1
    
    Administrative Services Agreement, dated May 20, 2004, between WCA Waste
Corporation, WCA Management Company, L.P., Waste Corporation of America, LLC,
Transit Waste, LLC, Waste Corporation of Central Florida, Inc. and Waste
Corporation of Florida, 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+
    
    Amended and Restated Employment Agreement, effective as of January 1, 2007,
between WCA Management Company, L.P., WCA Waste Corporation and Tom J. Fatjo,
Jr. (incorporated by reference to Exhibit 10.2 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on January 9, 2007).10.3+
    
    Amended and Restated Employment Agreement, effective as of January 1, 2007,
between WCA Management Company, L.P., WCA Waste Corporation and Jerome Kruzka
(incorporated by reference to Exhibit 10.3 to the registrants Form 8-K (File
No. 000-50808) filed with the SEC on January 9, 2007).10.4+
    
    Amended and Restated Employment Agreement, effective as of January 1, 2007,
between WCA Management Company, L.P., WCA Waste Corporation and Charles
Casalinova (incorporated by reference to Exhibit 10.4 to the registrants Form
8- K (File No. 000-50808) filed with the SEC on January 9, 2007).10.5+
    
    Amended and Restated Employment Agreement, effective as of January 1, 2007,
between WCA Management Company, L.P., WCA Waste Corporation and Tom J. Fatjo,
III (incorporated by reference to Exhibit 10.5 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on January 9, 2007).10.6
    
    Capital Contribution Commitment Agreement, dated May 10,2004, between WCA Waste
Corporation and Waste Corporation of America, Inc. (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
    
    Out Purchase and Sale of Assets Agreement, dated as of September 3, 2004, by
and between WCA of Alabama, L.L.C., Bluewater Diving, LLC, Frank Hollis and Van
Mulvehill (incorporated by reference to Exhibit 10.1 to the registrants Form
10-Q (File No. 000-50808) filed with the SEC on November 10, 2004).10.10
    
    Purchase and Sale of Assets Agreement, dated as of September 3, 2004, by and
between WCA of Alabama, L.L.C., BRC, LLC, Frank Hollis and Van Mulvehill
(incorporated by reference to Exhibit 10.2 to the registrants Form 10-Q (File
No. 000-50808) filed with the SEC on November 10, 2004).10.11
    
    Purchase and Sale of Assets Agreement, dated as of September 3, 2004, by and
between WCA of Alabama, L.L.C., Blount Recycling, LLC, Frank Hollis and Van
Mulvehill (incorporated by reference to Exhibit 10.3 to the registrants Form
10-Q (File No. 000-50808) filed with the SEC on November 10, 2004).10.12+
    
    Form of WCA Waste Corporation 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).10.13+
    
    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,
2005).10.14
    
    Closing and Asset Purchase Agreement, dated as of November 30, 2004, between
WCA Shiloh Landfill, L.L.C., Trash Away, Inc. and Gary W. Seymore (incorporated
by reference to Exhibit 10.16 to the registrants Form 10-K (File No. 000- 508
08) filed with the SEC on March 24, 2005).10.15
    
    Closing and Asset Purchase Agreement, dated as of November 30, 2004, between
WCA Shiloh Landfill, L.L.C., Waste Reduction of South Carolina, Inc. and Gary
W. Seymore (incorporated by reference to Exhibit 10.17 to the registrants Form
10-K (File No. 000-50808) filed with the SEC on March 24, 2005).




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##### Table of Contents



10.16
    
    Membership Interest Purchase Agreement, dated effective January 11, 2005,
between WCA Waste Corporation, Waste Corporation of Missouri, Inc., Gecko
Investments, LLC, Andrew Zelenkofske, Daniel J. Clark and Joseph E. LoConti
(incorporated by reference to Exhibit 10.18 to the registrants Form 10-K (File
No. 000-50808) filed with the SEC on March 24, 2005).10.17+
    
    WCA Waste Corporation Management Incentive Plan, as amended and restated
effective January 1, 2007 (incorporated by reference to Exhibit 10.1 to the
registrants Form 8-K (File No. 000-50808) filed with the SEC on January 9,
2007).10.18+
    
    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, 2005).10.19+
    
    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,
2005).10.20
    
    Form of Resale Restriction Agreement, dated as of December 21, 2005, between
WCA Waste Corporation and each of Tom J. Fatjo, Jr., Jerome M. Kruzka, 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).10.21
    
    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 October 6, 2005).10.22
    
    Amended and Restated 2004 WCA 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).10.23
    
    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).10.24
    
    First Amendment to Reimbursement Agreement, dated as of April 28, 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 10.11 to the
registrants Form 10-Q (File No. 000-50808) filed with the SEC on May 13,
2005).10.25
    
    Revolving Credit Agreement, dated as of July 5, 2006, by and among WCA Waste
Corporation, Comerica Bank and the Lenders named therein (incorporated by
reference to Exhibit 10.1 to the registrants Form 8-K (File No. 000-50808)
filed with the SEC on July 5, 2006).10.26
    
    Interest Rate Swap Agreement, dated July 11, 2006, between WCA Waste
Corporation and Comerica Bank (incorporated by reference to Exhibit 10.3 to the
registrants Form 10-Q (File No. 000-50808) filed with the SEC on August 8,
2006).10.27
    
    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 in-K (File No. 000-50808) filed with the SEC on March 16,
2006).10.28
    
    Preferred Stock Purchase Agreement, dated as of June 12, 2006, by and between
WCA Waste Corporation and Ares Corporate Opportunities Fund II, L.P.
(incorporated by reference to Exhibit 10.1 to the registrants Form 8-K (File
No. 000-50808) filed with the SEC on June 16, 2006).10.29
    
    Purchase Agreement, dated as of June 28, 2006, by and among WCA Waste
Corporation, the Guarantors named therein and Credit Suisse Securities (USA)
LLC (incorporated by reference to Exhibit 10.2 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on July 5, 2006).10.30
    
    Registration Rights Agreement, dated as of July 5, 2006, by and among WCA Waste
Corporation, the Guarantors named therein and Credit Suisse Securities (USA)
LLC (incorporated by reference to Exhibit 10.3 to the registrants Form 8-K
(File No. 000-50808) filed with the SEC on July 5, 2006).10.31
    
    Stockholders Agreement. dated July 27. 2006. among WCA Waste Corporation and
Ares Corporate Opportunity Fund II. L.P. (incorporated by reference to Exhibit
10.5 to the registrants Form i0-Q (File No. 000-50808) filed with the SEC on
August 8, 2006).




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##### Table of Contents



10.32
    
    Registration Rights Agreement, dated July 27, 2006, among WCA Waste Corporation
and Ares Corporate Opportunities Fund II, L.P. (incorporated by reference to
Exhibit 10.6 to the registrants Form i0-Q (File No. 000-50808) filed with the
SEC on August 8, 2006).10.33
    
    Management Rights Letter, dated July 27, 2006, between WCA Waste Corporation
and Ares Corporate Opportunities Fund II, L.P. (incorporated by reference to
Exhibit 10.7 to the registrants Form 10-Q (File No. 000-50808) filed with the
SEC on August 8, 2006).10.34
    
    Second Amended and Restated 2004 WCA Waste Corporation Incentive Plan,
effective as of September 15, 2006 (incorporated by reference to Exhibit 10.1
to the registrants Form 8-K (File No. 000-50808) filed with the SEC on
September 15, 2006).10.35
    
    Form of Stock Option Agreement under the Second Amended and Restated 2004 WCA
Waste Corporation Incentive Plan (incorporated by reference to Exhibit 10.37 to
the registrants Form 10-K (File No. 000-50808) filed with the SEC on March 14,
2007).10.36
    
    Form of Executive Officer Restricted Stock Grant under the Second Amended and
Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by reference
to Exhibit 10.38 to the registrants Form 10-K (File No. 000-50808) filed with
the SEC on March 14, 2007).10.37
    
    Form of Non Employee Director Restricted Stock Grant under the Second Amended
and Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by
reference to Exhibit 10.39 to the registrants Form 10-K (File No. 000-50808)
filed with the SEC on March 14, 2007).10.38
    
    Form of Restricted Stock Grant under the Second Amended and Restated 2004 WCA
Waste Corporation Incentive Plan (incorporated by reference to Exhibit 10.40 to
the registrants Form 10-K (File No. 000-50808) filed with the SEC on March 14,
2007).10.39***
    
    Equity Interest Purchase Agreement, dated February 21, 2007, by and among WCA
of Oklahoma, LLC, Roy Yokley, Troy Yokley, American Waste, Inc., N.E. Land
Fill, Inc., Pauls Valley Landfill, Inc. and Sooner Waste, L.L.C.12.1*
    
    Statement regarding computation of ratio of earnings to fixed charges for the
three months ended March 31, 2007.31.1*
    
    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.