WCA Waste (WCAA) 10-Q 2007 Q2 Quarterly report

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 June 30, 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. Employer
of incorporation or organization)	Identification No.)
One Riverway, Suite 1400	77056
Houston, Texas 77056	(Zip Code)
(Address of principal executive offices)

(713) 292-2400
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year,
if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESþ NOo

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

Large accelerated filero          Accelerated filerþ          Non-accelerated filero

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESo NOþ

     As of August 8, 2007, there were 17,053,039 shares of WCA Waste Corporation’s common stock, par value $0.01 per share, outstanding, net of 17,943 shares of treasury stock.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II-OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 1A. RISK FACTORS
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS
SIGNATURES
EXHIBIT INDEX
Equity Interest and Asset Purchase and Sale Agreement
Statement re: Computation of Ratio of Earnings to Fixed Charges
Certification of CEO Pursuant to Rule 13a-14(a)
Certification of CFO Pursuant to Rule 13a-14(a)
Certification of CEO Pursuant to Section 1350
Certification of CFO Pursuant to Section 1350

RISK FACTORS AND
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

     Some of the statements contained in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. From time to time, our public filings, press releases and other communications (such as conference calls and presentations) will contain forward-looking statements. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “may,” “should,” “outlook,” “project,” “intend,” “seek,” “plan,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “continue,” or “opportunity,” the negatives of these words, or similar words or expressions. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. This is true of our description of our acquisition strategy and any expected benefits from any acquisitions or acquisition strategy for example.

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

     Thus, for example, our future financial performance will depend significantly on our ability to execute our acquisition strategy, which will be subject to many risks and uncertainties including, but not limited to, the following:

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

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

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

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

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

• our 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.

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

• 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 revenues 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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     We describe these and other risks in greater detail in the section entitled “Business—Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2006 (sometimes referred to in this report, including the notes to our financial statements, as the “10-K”) and in Part II, Item 1A, “Risk Factors,” in this quarterly report.

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

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PART I-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

WCA WASTE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	June 30,			December 31,
	2007			2006
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,828		$	52,207
Restricted cash		430			375
Accounts receivable, net of allowance for doubtful accounts of $1,129 (unaudited) and $540, respectively		21,902			17,165
Deferred tax assets		1,036			1,036
Prepaid expenses and other		5,395			7,858
Total current assets		31,591			78,641
Property and equipment, net of accumulated depreciation and amortization of $73,722 (unaudited) and $63,598, respectively		260,476			207,441
Goodwill, net		88,988			73,546
Intangible assets, net		6,433			4,885
Deferred financing costs, net		5,023			5,429
Restricted cash – debt service reserve fund		996			973
Long-term note receivable, less current maturities		6,488			—
Other assets		239			334
Total assets	$	400,234		$	371,249
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	7,680		$	7,469
Accrued liabilities and other		13,398			12,311
Notes payable		824			3,335
Current maturities of long-term debt		823			916
Total current liabilities		22,725			24,031
Long-term debt, less current maturities and discount		188,319			165,958
Interest rate swap		1,088			2,448
Accrued closure and post-closure liabilities		5,624			3,751
Deferred tax liabilities		10,284			7,282
Other long-term liabilities		1,812			—
Total liabilities		229,852			203,470
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ 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			8
Common stock, $0.01 par value per share. Authorized 50,000 shares; issued and outstanding 17,049 and 16,859 shares, respectively		170			169
Treasury stock		(174	)		(174	)
Additional paid-in capital		163,717			161,316
Retained earnings		6,661			6,460
Total stockholders’ equity		170,382			167,779
Total liabilities and stockholders’ equity	$	400,234		$	371,249

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

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WCA WASTE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Revenue	$	46,200		$	38,216		$	86,827		$	72,896
Expenses:
Cost of services		30,779			24,186			56,534			46,470
Depreciation and amortization		6,096			4,769			11,285			9,337
General and administrative (including stock-based compensation of $413, $308, $766 and $561, respectively)		3,135			2,436			6,275			5,146
		40,010			31,391			74,094			60,953
Operating income		6,190			6,825			12,733			11,943
Other income (expense):
Interest expense, net		(4,300	)		(4,173	)		(8,181	)		(8,280	)
Unrealized gain on interest rate swap		2,336			3,704			1,808			3,704
Other income, net		127			64			277			73
		(1,837	)		(405	)		(6,096	)		(4,503	)
Income before income taxes		4,353			6,420			6,637			7,440
Income tax provision		(1,747	)		(2,581	)		(2,709	)		(2,989	)
Net income		2,606			3,839			3,928			4,451
Accrued payment-in-kind dividend on preferred stock		(961	)		—			(1,915	)		—
Net income available to common stockholders	$	1,645		$	3,839		$	2,013		$	4,451
Net income available to common stockholders:
Earnings per share – basic	$	0.10		$	0.23		$	0.12		$	0.27
Earnings per share – diluted	$	0.10		$	0.23		$	0.12		$	0.27
Weighted average shares outstanding – basic		16,465			16,360			16,439			16,340
Weighted average shares outstanding – diluted		16,804			17,021			16,500			17,005

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

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WCA WASTE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)

	Six Months Ended
	June 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,928		$	4,451
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,285			9,337
Stock-based compensation		766			561
Amortization of deferred financing costs and debt discount		447			364
Deferred tax provision		2,709			2,989
Accretion expense for closure and post-closure obligations		241			142
Gain on sale of assets		(277	)		(73	)
Unrealized gain on interest rate swap		(1,808	)		(3,704	)
Prepaid disposal usage		1,037			1,090
Change in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		(3,611	)		(1,506	)
Prepaid expenses and other		(3,591	)		(2,352	)
Accounts payable and other liabilities		2,362			4,153
Net cash provided by operating activities		13,488			15,452
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of businesses, net of cash acquired		(72,839	)		(338	)
Proceeds from sale of fixed assets		319			73
Capital expenditures		(12,447	)		(14,354	)
Cost incurred on possible acquisitions		(51	)		(27	)
Net cash used in investing activities		(85,018	)		(14,646	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt		(457	)		(2,670	)
Net change in revolving line of credit		22,700			3,414
Increase in restricted cash		(78	)		(50	)
Equity transaction costs		(5	)		(314	)
Deferred financing costs		(9	)		(292	)
Net cash provided by financing activities		22,151			88
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(49,379	)		894
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		52,207			678
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	2,828		$	1,572
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	8,240		$	7,989
Income taxes paid		—			130

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

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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 AND NEW ACCOUNTING PRONOUNCEMENTS

Basis of Presentation

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

The unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for quarterly reports on Form 10-Q. Certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to such rules and regulations. The Company believes that the presentations and disclosures herein are adequate to make the information presented herein not misleading when read in conjunction with its Form 10-K filed with the SEC on March 14, 2007 (Form 10-K) which contains the Company’s audited consolidated financial statements as of and for the year ended December 31, 2006. The unaudited condensed consolidated financial statements as of June 30, 2007 and for the three and six months ended June 30, 2007 and 2006 reflect, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position and results of operations for such periods. Certain reclassifications have been made to the prior period financial statements to conform to the current presentation. Please note, however, operating results for interim periods are not necessarily indicative of the results for full years. For the description of the Company’s significant accounting policies, see note 1 to Notes to Consolidated Financial Statements included in the Form 10-K.

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

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. It applies under other accounting pronouncements that require or permit fair value measurements, and does not require any new fair value measurements. The application of SFAS No. 157, however, may change current practice within an organization. SFAS No. 157 is effective for all fiscal years beginning after November 15, 2007, with earlier application encouraged. The Company is currently evaluating the impact of SFAS No. 157 on the Company’s financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115”, which permits an entity to choose to measure financial instruments and certain other items similar to financial instruments at fair value. All subsequent changes in fair value for the financial instrument would be reported in earnings. By electing the fair value option, an entity can also achieve consistent accounting for related assets and liabilities without having to apply complex hedge accounting. SFAS No. 159 is effective January 1, 2008. The Company is currently evaluating the impact of SFAS No. 159 on the Company’s financial position, results of operations or cash flows.

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2. ACQUISITIONS

The Company completed two acquisitions during the three months ended June 30, 2007. On May 31, 2007, the Company acquired Carpenter Waste Systems, LLC, a roll-off collection operation located near Oklahoma City, Oklahoma. Total purchase price for this acquisition was approximately $1.3 million. On June 29, 2007, the Company acquired a landfill, a transfer station, collection routes and other assets in Houston, Texas from Waste Services, Inc. (WSI) for cash and the exchange of the Company’s hauling and transfer operations in the Fort Myers, Florida market. Prior to the acquisition of this landfill, the Company had an ongoing business relationship with WSI where the Company annually purchased prepaid airspace at the landfill. At the time of the acquisition, the outstanding balance of the prepaid airspace was $1.3 million. Total purchase price for this acquisition included approximately $22.7 million of cash, $1.3 million of the prepaid airspace, a transfer station and collection operations in Ft. Myers, Florida. As part of the exchange transaction, WSI issued a $10.5 million non-interest bearing promissory note with payments to the Company in the amount of $125,000 per month for 84 months through June 2014. This note receivable was valued at approximately $7.2 million. Additionally, the Company and WSI entered into mutual non-compete agreements for the areas surrounding the operations.

During the six months ended June 30, 2007, the Company completed the two acquisitions discussed above as well as three other acquisitions during the first three months of 2007. On January 3, 2007, the Company acquired the stock of Southwest Dumpster, Inc., a roll-off collection operation located in Fort Myers, Florida, for approximately $6.1 million in cash. This collection operation and the Fort Myers transfer station which was acquired in 2006 were subsequently acquired by WSI. On February 21, 2007, the Company purchased American Waste, Inc. and affiliated companies, which consisted of three landfills and four collection operations located near Oklahoma City, Oklahoma. Total purchase price for this acquisition was approximately $39.2 million of cash. Of this purchase price, approximately $4.7 million relates to Pauls Valley Landfill. The expansion permit for this landfill was granted in April 2007 and planning for the construction of the expansion airspace is currently underway. On March 30, 2007, the Company acquired the assets of Klean Way Disposal, Inc., a residential collection operation located in Springfield, Missouri. Total consideration of this acquisition was approximately $3.0 million. The Company issued a promissory note at closing and subsequently repaid the note payable with cash on April 2, 2007.

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

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

Based on the preliminary assessments of values for these acquisitions, the Company reflected landfill cost of $43.6 million, other fixed assets of $5.9 million, intangible assets of $1.8 million and goodwill of $15.4 million.

3. STOCK-BASED COMPENSATION

The Company established the 2004 WCA Waste Corporation Incentive Plan. The plan authorizes the issuance of up to 2,250,000 shares. As of June 30, 2007, there were approximately 882,000 remaining shares authorized for issuance.

During the three and six months ended June 30, 2007, 91,776 and 228,826 restricted shares of the Company’s common stock, respectively, were granted to certain officers and key employees with an aggregate market value of $0.7 million and $1.8 million on the grant dates, respectively. The value of the restricted shares, net of unearned compensation, was included as additional paid-in capital within the stockholders’ equity section of the accompanying consolidated balance sheet. The unearned compensation is being amortized to expense on a straight-line basis over the required employment period, or the vesting period, as the restrictions lapse at the end of each anniversary after the date of grant.

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The following table reflects the Company’s restricted share activity for the three and six months ended June 30, 2007:

	Three Months Ended June 30, 2007							Six Months Ended June 30, 2007
						Weighted							Weighted
				Weighted		Average					Weighted		Average
				Average		Remaining					Average		Remaining
				Grant-Date		Contractual Term					Grant-Date		Contractual Term
	Shares			Fair Value		(years)		Shares			Fair Value		(years)
Unvested at beginning of period		512		$	7.77				478		$	7.84
Granted		92			8.12				229			8.03
Vested		(18	)		9.19				(120	)		8.51
Forfeited		(3	)		7.65				(4	)		7.48
Unvested at June 30, 2007		583		$	7.78		4.02		583		$	7.78		4.02

The Company has not granted any stock options since February 2005. The following table reflects the Company’s option activity for the three and six months ended June 30, 2007:

	Three Months Ended June 30, 2007						Six Months Ended June 30, 2007
					Weighted						Weighted
					Average						Average
			Weighted		Remaining				Weighted		Remaining
			Average		Contractual Term				Average		Contractual Term
	Shares		Exercise Price		(years)		Shares		Exercise Price		(years)
Outstanding at beginning of period		634	$	9.52				634	$	9.52
Grants		—		—				—		—
Forfeitures		—		—				—		—
Outstanding at June 30, 2007		634	$	9.52		7.00		634	$	9.52		7.00

As the exercise prices of all outstanding options were greater than the Company’s common stock share price as of June 30, 2007, there was no intrinsic value as of June 30, 2007.

4. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the treasury stock method for options and restricted shares and the if-converted method for convertible preferred stock and convertible debt. The detail of the earnings per share calculations for net income for the three and six months ended June 30, 2007 and 2006 is as follows:

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2007			2006		2007			2006
Numerator:
Net income	$	2,606		$	3,839	$	3,928		$	4,451
Accrued payment-in-kind dividend on preferred stock		(961	)		—		(1,915	)		—
Net income available to common stockholders		1,645			3,839		2,013			4,451
Interest expense on convertible debt, net of tax		23			72		—			143
Net income available to common stockholders for diluted earnings per share	$	1,668		$	3,911	$	2,013		$	4,594
Denominator:
Weighted average basic shares outstanding		16,465			16,360		16,439			16,340
Dilutive effect of restricted share issuances		89			25		61			29
Dilutive effect of convertible debt		250			636		—			636
Weighted average diluted shares outstanding		16,804			17,021		16,500			17,005
Earnings per share:
Basic	$	0.10		$	0.23	$	0.12		$	0.27
Diluted	$	0.10		$	0.23	$	0.12		$	0.27

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

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2007		2006		2007		2006
Stock options		634		640		634		640
Restricted shares		26		116		25		83
Convertible preferred stock		8,179		—		8,119		—
Convertible debt		386		—		636		—
		9,225		756		9,414		723

5. LONG-TERM DEBT

Long-term debt consists of the following:

	June 30,		December 31,
	2007		2006
Senior Notes, with interest rate of 9.25%, due in June 2014	$	150,000	$	150,000
Revolving note payable with financial institutions, variable interest rate based on LIBOR plus a margin (6.86% at June 30, 2007)		22,700		—
Environmental Facilities Revenue Bonds, principal payable in varying annual installments, maturing in 2020, interest rate ranging from 8.5% to 9% (8.90% and 8.89% weighted average rate at June 30, 2007 and December 31, 2006, respectively)		9,055		9,165
Notes payable to banks and financial institutions, payable monthly through August 2010, weighted average interest rate of 6.57% and 6.54% at June 30, 2007 and December 31, 2006, respectively)		693		1,008
Note payable, with interest rate of 5%, due in January 2010		128		160
Seller convertible note, with interest rate of 5%, due in December 2009		3,000		3,000
Seller convertible notes, with interest rate of 8%, due in January 2010		4,000		4,000
		189,576		167,333
Less: Debt discount		434		459
Less: Current portion		823		916
	$	188,319	$	165,958

The Company has a $175 million revolving credit facility. As of June 30, 2007, there were $22.7 million outstanding under the revolving line of credit and $10.4 million in letters of credit secured by the credit facility, leaving $141.9 million in available capacity.

The 9.25% Senior Notes due 2014 are guaranteed by all of the Company’s current and future subsidiaries as of June 30, 2007. These guarantees are full, unconditional and joint and several. In addition, the Company has no non-guarantor subsidiaries and no independent assets or operations outside of its ownership of the subsidiaries. There are no restrictions on the subsidiaries to transfer funds through dividends or otherwise.

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6. INTEREST RATE SWAP / COMPREHENSIVE INCOME

The components of comprehensive income, net of related tax, for the three and six months ended June 30, 2007 and 2006 are as follows:

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2007		2006			2007		2006
Net income	$	2,606	$	3,839		$	3,928	$	4,451
Unrealized gain (loss) on interest rate swap, net of tax of $0, $(745), $0 and $280, respectively		—		(1,119	)		—		431
Comprehensive income	$	2,606	$	2,720		$	3,928	$	4,882

On July 7, 2006, the Company entered into an interest rate swap agreement effective July 11, 2006, where it agreed to pay a fixed-rate of 5.64% in exchange for three-month floating rate LIBOR which was 5.51% at the time the swap was entered. The Company did not enter into the interest rate swap agreements for trading purposes. The swap agreement was intended to limit the Company’s exposure to a rising interest rate environment. At the time the swap was entered, there was no offsetting floating rate LIBOR debt and no such floating rate interest payments were probable of being incurred in the near future. As a result, the swap transaction can not be designated as a hedging transaction and any changes in the unrealized fair value of the new swap will be recognized in the statement of operations. If, in the future, the Company has corresponding debt instruments that have floating rate debt, it will consider designating all or part of this swap agreement as a hedge. During the three and six months ended June 30, 2007, the Company recorded $2.3 million and $1.8 million of unrealized gain related to the interest rate swap in the accompanying condensed consolidated statements of operations. At June 30, 2006, the Company recognized $3.7 million of other income related to the unrealized gain on the interest rate swap in the accompanying consolidated statement of operations and reversed the unrealized gain (loss) related to the fair value of the swap as previously recorded as a component of comprehensive income.

7. LANDFILL ACCOUNTING

Capitalized Landfill Costs

At June 30, 2007, the Company owned 24 landfills. Two of these landfills are fully permitted but not constructed and have not yet commenced operations as of June 30, 2007.

Capitalized landfill costs include expenditures for the acquisition of land and related airspace, engineering and permitting costs, cell construction costs and direct site improvement costs. At June 30, 2007, no capitalized interest had been included in capitalized landfill costs, however, in the future interest could be capitalized on landfill construction projects but only during the period the assets are undergoing activities to ready them for their intended use. Capitalized landfill costs are amortized ratably using the units-of-production method over the estimated useful life of the site as airspace of the landfill is consumed. Landfill amortization rates are determined periodically (not less than annually) based on ground surveys and other density measures and estimates made by the Company’s engineers, outside engineers, management and financial personnel.

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

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

Closure and Post-Closure Obligations

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

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

The following table rolls forward the net landfill and closure and post-closure liabilities from December 31, 2006 to June 30, 2007:

	Landfill			Closure and Post-
	Assets, net			closure Liabilities
December 31, 2006	$	132,799		$	3,751
Capital expenditures		2,433			—
Amortization expense		(4,780	)		—
Obligations incurred and capitalized		225			225
Revisions to estimates of closure and post-closure activities		1,869			1,869
Interest accretion		—			241
Acquisitions and other adjustments		43,651			(462	)
June 30, 2007	$	176,197		$	5,624

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

	June 30,		December 31,
	2007		2006
Recorded amounts:
Current portion	$	—	$	—
Noncurrent portion		5,624		3,751
Total recorded	$	5,624	$	3,751

The Company’s total anticipated cost for future closure and post-closure activities is $141.2 million, as measured in current dollars. The Company believes the amount and timing of these activities are reasonably estimable. Where the Company believes that both the amount of a particular closure and post-closure liability and the timing of the payments are reliably determinable, the cost, in current dollars, is inflated 2.5% until expected time of payment and then discounted to present value at the Company’s credit-adjusted risk-free rate, which is estimated to be 8.5%. Accretion expense is applied to the closure and post-closure liability based on the effective interest method and is included in cost of services. Had the Company not discounted any portion of its liability based on the amount of landfill airspace utilized to date, the closure and post-closure liability recorded would have been $21.4 million and $16.8 million at June 30, 2007 and December 31, 2006, respectively.

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8. INCOME TAXES

The Company accounts for income taxes under the asset and liability method, where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases based on enacted tax rates. The Company provides a valuation allowance when, based on management’s estimates, it is more likely than not that a deferred tax asset will not be realized in future periods. Income taxes have been provided for the six months ended June 30, 2007 based upon the Company’s anticipated 2007 annual effective income tax rate of 40.8% as compared to 40.2% for the six months ended June 30, 2006. Such rate differs from the statutory rate of 35% due to state income taxes, valuation allowance and estimates of non-deductible expenses. The 2007 rate reflects the impact of certain non-deductible expenses and state taxes to the projected current year pre-tax earnings.

The Company is subject to federal income tax in the United States and to state taxes in the various states in which it operates within the United States. With few exceptions, the Company remains subject to both U.S federal income tax and to state and local income tax examinations by taxing authorities for tax years through 1998. Currently, the Company is not involved in any income tax examinations for any year.

The Company adopted the provision of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) on January 1, 2007. FIN 48 clarifies the application of SFAS No. 109, Accounting for Income Taxes, by establishing a threshold condition that a tax position must meet for any part of the benefit of that position to be recognized in the financial statements. In addition to recognition, FIN 48 provides guidance concerning measurement, de-recognition, classification and disclosure of tax positions.

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

The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. This is an accounting policy election made by the Company that is a continuation of the Company’s historical policy and will continue to be consistently applied in the future. The Company has approximately $20,000 of interest and penalties accrued as of June 30, 2007.

9. STOCKHOLDERS’ EQUITY

During the six months ended June 30, 2007, the Company issued 225,190 restricted shares, net of forfeitures, under the 2004 WCA Waste Corporation Incentive Plan. These shares vest over periods ranging from one to three years from the issue date. The following table reflects the changes in stockholders’ equity from December 31, 2006 to June 30, 2007:

	Preferred		Common		Treasury			Additional			Retained
	Stock		Stock		Stock			Paid-in Capital			Earnings			Total
December 31, 2006	$	8	$	169	$	(174	)	$	161,316		$	6,460		$	167,779
Net income		—		—		—			—			3,928			3,928
Cumulative effect of change in accounting principle (FIN 48 – see note 8)		—		—		—			—			(1,812	)		(1,812	)
Accrued payment-in- kind dividend on preferred stock		—		—		—			1,915			(1,915	)		—
Issuance of restricted shares to employees		—		1		—			(1	)		—			—
Accretion of unearned compensation		—		—		—			766			—			766
Repurchase of common shares		—		—		—			(274	)		—			(274	)
Equity transaction costs		—		—		—			(5	)		—			(5	)
June 30, 2007	$	8	$	170	$	(174	)	$	163,717		$	6,661		$	170,382

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Preferred Stock

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

The preferred shares were initially convertible into 7,812,500 shares of the Company’s common stock on the issuance date and with the effect of the cumulative PIK dividends at the end of five years would be convertible into 10,000,661 shares of common stock. Under the terms of the preferred agreement, under certain circumstances, all five years’ worth of cumulative PIK dividends would accelerate and become due to the preferred holder. The preferred shareholder holds certain preferential rights, including the appointment of two directors. The Company can force a conversion into its common stock following either (i) the average of the closing price of the common stock for each of 20 consecutive trading days exceeding $14.40 per share or (ii) a fundamental transaction that Ares does not treat as a liquidation. After the fifth anniversary of issuance, the Company can, at its discretion, redeem for cash equal to the liquidation preference which is $96,006. After the fifth anniversary of issuance, the Company can pay dividends in cash at its discretion. The original issuance date for the preferred stock is the commitment date for both the preferred stock and the initial five years worth of dividends as the payment of the dividends through in-kind payments is non-discretionary for that initial five-year period. Based on the fair value of the Company’s underlying common stock on the issuance date and the stated conversion date, there is no beneficial conversion feature associated with the issuance of the preferred stock.

10. SEGMENT INFORMATION

The Company’s operations consist of the collection, transfer, processing and disposal of non-hazardous solid waste. Revenues are generated primarily from the Company’s collection operations to residential, commercial and roll-off customers and landfill disposal services. The following table reflects total revenue by source for the three and six months ended June 30, 2007 and 2006:

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2007		2006		2007		2006
Collection:
Residential	$	10,339	$	6,121	$	19,220	$	11,921
Commercial		4,891		3,985		9,278		7,707
Roll-off		13,428		11,812		25,229		22,134
Total collection		28,658		21,918		53,727		41,762
Disposal		17,410		15,748		32,481		29,957
Less: Intercompany		6,654		5,677		12,235		10,845
Disposal, net		10,756		10,071		20,246		19,112
Transfer and other		10,477		9,688		20,064		18,480
Less: Intercompany		3,691		3,461		7,210		6,458
Transfer and other, net		6,786		6,227		12,854		12,022
Total revenue	$	46,200	$	38,216	$	86,827	$	72,896

The following table reflects certain geographic information relating to the Company’s operations. Region I includes Kansas and Missouri, Region II includes Arkansas and Texas, Region III includes Florida, Region IV includes North Carolina and South Carolina, Region V includes Oklahoma. Alabama, Colorado, New Mexico and Tennessee have been aggregated in Other due to their size.

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	Region I			Region II		Region III			Region IV		Region V		Other		Corporate			Total
Three months ended June 30, 2007:
Revenue	$	13,497			13,897		5,096			4,572		3,789		5,349		—			46,200
Depreciation and amortization		1,363			1,433		885			776		656		873		110			6,096
Operating income (loss)		1,824			2,756		603			756		233		223		(205	)		6,190
Capital expenditures		1,624			2,533		463			285		630		709		211			6,455
Capital expenditures (Acquisitions, net of divestitures)		—			27,769		(5,425	)		—		1,898		—		—			24,242
Three months ended June 30, 2006:
Revenue	$	12,907			10,822		5,017			4,608		—		4,862		—			38,216
Depreciation and amortization		1,253			1,201		646			725		—		861		83			4,769
Operating income (loss)		1,760			2,496		1,670			738		—		311		(150	)		6,825
Capital expenditures		2,110			1,658		1,437			1,087		—		2,142		172			8,606
Capital expenditures (Acquisitions, net of divestitures)		(174	)		—		—			—		—		51		—			(123	)
	Region I			Region II		Region III			Region IV		Region V		Other		Corporate			Total
Six months ended June 30, 2007:
Revenue	$	25,413			26,691		10,657			8,828		5,334		9,904		—			86,827
Depreciation and amortization		2,569			2,751		1,724			1,506		827		1,679		229			11,285
Operating income (loss)		3,459			5,472		1,928			1,589		476		234		(425	)		12,733
Capital expenditures		4,216			4,632		748			552		653		1,365		281			12,447
Capital expenditures (Acquisitions, net of divestitures)		152			27,769		(4,771	)		—		26,241		—		—			49,391
Six months ended June 30, 2006:
Revenue	$	24,439			21,269		9,789			8,937		—		8,462		—			72,896
Depreciation and amortization		2,413			2,388		1,341			1,456		—		1,574		165			9,337
Operating income (loss)		3,003			4,790		3,087			1,336		—		328		(601	)		11,943
Capital expenditures		2,818			2,139		2,637			1,490		—		2,594		2,676			14,354
Capital expenditures (Acquisitions, net of divestitures)		(173	)		—		81			—		—		5,392		—			5,300
	Region I			Region II		Region III			Region IV		Region V		Other		Corporate			Total
2006:
Revenue	$	48,849			44,383		21,097			17,480		—		17,688		—			149,497
Depreciation and amortization		4,837			4,913		2,903			2,846		—		3,224		347			19,070
Operating income (loss)		5,262			10,027		6,800			2,614		—		613		(1,890	)		23,426
Capital expenditures		7,232			6,661		3,959			3,385		—		5,007		2,866			29,110
Goodwill		20,175			21,065		12,160			17,275		—		2,871		—			73,546
2005:
Revenue	$	44,480			38,166		4,109			14,941		—		12,447		—			114,143
Depreciation and amortization		4,653			4,649		657			2,430		—		2,276		130			14,795
Operating income (loss)		6,553			8,106		1,005			3,210		—		268		(2,038	)		17,104
Capital expenditures		5,226			6,143		612			2,360		—		3,007		655			18,003
Goodwill		19,057			21,065		12,224			17,237		—		2,872		—			72,455
	Region I			Region II		Region III			Region IV		Region V		Other		Corporate			Total
Total assets:
June 30, 2007	$	75,486			94,052		62,663			62,481		42,767		31,166		31,619			400,234
December 31, 2006		70,279			61,729		67,621			63,319		—		31,293		77,008			371,249
December 31, 2005		64,623			60,089		62,048			63,432		—		23,194		18,152			291,538

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

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11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

During the quarter ended June 30, 2007 the Company experienced claims related to two vehicle accidents, one in Alabama and one in Missouri. During the period, the Company accrued $0.6 million related to the self-insured retentions for these claims. At this time, the Company is not aware of any litigation related to these claims; however, the Company anticipates that any further material exposure related to these claims will be covered by its insurance policies.

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

Other Potential Proceedings

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

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

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

     The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this quarterly report. 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 onForm 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 onForm 10-Q to “WCA Waste,” “we,” “us” or “our” refer to WCA Waste Corporation on a consolidated basis.

Overview

     We are a vertically integrated, non-hazardous solid waste management company providing non-hazardous solid waste collection, transfer, processing, and disposal services in the south and central regions of the United States. As of June 30, 2007, we served approximately 294,000 commercial, industrial and residential customers in Alabama, Arkansas, Colorado, Florida, Kansas, Missouri, New Mexico, North Carolina, Oklahoma, South Carolina, Tennessee and Texas. We currently own and/or operate 24 landfills, 27 collection operations and 23 transfer stations/materials recovery facilities (MRFs). Of these facilities, three transfer stations and two landfills are fully permitted but not yet opened, and one transfer station is idle. Additionally, we currently operate but do not own two of the transfer stations.

Acquisition Strategy

     Our future growth will significantly depend on successful implementation of our strategy of acquisitions in our existing markets and selected additional markets. In markets where we already own a landfill, we intend to focus on expanding our presence by acquiring smaller companies that also operate in that market or in adjacent markets (“tuck–in” acquisitions). Tuck-in acquisitions will allow growth in revenue and increase market share and enable disposal internalization and consolidation of duplicative facilities and functions to maximize cost efficiencies and economies of scale. We will typically seek to enter a new market by acquiring a permitted landfill in that market. Upon acquiring a landfill in a new market, we then intend to expand our operations by acquiring collection and/or transfer operations and internalizing waste into the landfill.

     We intend to pursue our acquisition strategy primarily with cash on hand and available capacity under our $175 million revolving credit facility entered into in July 2006. We may also issue additional debt, and/or additional equity, including common stock or preferred stock, in connection with acquisitions.

     Since completing our initial public offering in June 2004 through the six months ended June 30, 2007, we have completed 26 acquisitions. The purchase price for these acquisitions consisted of approximately $204.9 million of cash, $1.3 million of prepaid airspace, $4.5 million of convertible debt, $11.9 million of assumed debt (net of $0.5 million of debt discount), $4.4 million of deferred tax liabilities and 1,726,336 shares of our common stock, less a note receivable valued at $7.2 million.

     During the three months ended June 30, 2007, we completed the acquisitions of Carpenter Waste Systems, LLC and certain assets including a landfill, a transfer station, collection routes and other assets in Houston, Texas from Waste Services, Inc. (WSI). Prior to the acquisition of this landfill, we had an ongoing business relationship with WSI where we annually purchased prepaid airspace at the landfill. At the time of the acquisition, the outstanding balance of the prepaid airspace was $1.3 million. Total consideration for these two acquisitions included $24.0 million of cash, $1.3 million of the prepaid airspace, a transfer station and collection operations in Fort Myers, Florida. As part of the exchange transaction, WSI issued a $10.5 million non-interest bearing promissory note to us valued at approximately $7.2 million with payments of $125,000 per month for 84 months through June 2014. During the six months ended June 30, 2007, we also completed the acquisitions of Southwest Dumpster, Inc., American Waste, Inc. and affiliated companies, and Klean Way Disposal, Inc. Total consideration for these three acquisitions included approximately $48.3 million of cash. Information concerning our acquisitions may be found in our previously filed periodic and current reports and in note 2 to the financial statements included in Item 1 of this report.

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

Company	Location	Region	Completion Date	Operations
Texas Environmental Waste	Houston, TX	II	July 13, 2004	Collection
Ashley Trash Service	Springfield, MO	I	August 17, 2004	Collection
Power Waste	Birmingham, AL	Other	August 31, 2004	Collection
Blount Recycling	Birmingham, AL	Other	September 3, 2004	Collection, Landfill & Transfer Station
Translift, Inc.	Little Rock, AR	II	September 17, 2004	Collection
Rural Disposal, Inc.	Willow Springs, MO	I	November 12, 2004	Collection
Trash Away, Inc.	Piedmont, SC	IV	November 30, 2004	Collection & Transfer Station
Gecko Investments (Eagle Ridge)	St. Louis, MO	I	January 11, 2005	Collection & Landfill
MRR Southern, LLC	High Point/Raleigh, NC	IV	April 1, 2005	Landfill, Transfer Station & MRF
Triangle Environmental	Raleigh, NC	IV	May 16, 2005	Collection
Foster Ferguson	El Dorado Springs, MO	I	May 16, 2005	Collection
Triad Waste	High Point, NC	IV	May 31, 2005	Collection
Proper Disposal	Chanute, KS	I	May 31, 2005	Collection
Fort Meade Landfill	Fort Meade, FL	III	October 3, 2005	Landfill
Meyer & Gabbert	Sarasota/Arcadia, FL	III	October 3, 2005	Collection, Landfill & Transfer Station
Pendergrass Refuse	Springfield, MO	I	October 4, 2005	Collection
Andy’s Hauling	Sarasota, FL	III	October 21, 2005	Collection
Transit Waste	Durango, CO/Bloomfield, NM	Other	February 10, 2006	Collection & Landfill
Fort Myers Transfer Station (*)	Fort Myers, FL	III	August 10, 2006	Transfer Station
WCA of St. Lucie, LLC	St. Lucie, FL	III	October 2, 2006	Transfer Station
Sunrise Disposal, LLC	Springfield, MO	I	December 28, 2006	Collection
Southwest Dumpster, Inc. (*)	Fort Myers, FL	III	January 3, 2007	Collection
American Waste, Inc.	Oklahoma City, OK	V	February 21, 2007	Collection & Landfill
Klean Way Disposal, Inc.	Springfield, MO	I	March 30, 2007	Collection
Carpenter Waste Systems, LLC	Oklahoma City, OK	V	May 31, 2007	Collection
Fort Bend Regional Landfill	Houston, TX	II	June 29, 2007	Collection, Landfill & Transfer Station

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

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

General Review of Results for the Three and Six Months Ended June 30, 2007

     Our operations consist of the collection, transfer, processing and disposal of non-hazardous solid waste. Our revenue is generated primarily from our landfill disposal services and our collection operations provided to residential, commercial and roll-off customers. Roll-off service is the hauling and disposal of large waste containers (typically between 10 and 50 cubic yards) that are loaded on to and off of the collection vehicle. Our internalization for the six months ended June 30, 2007 was 73.3%.

     The following table reflects our revenue segmentation (before elimination of intercompany revenue) for the three and six months ended June 30, 2007 and 2006:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Collection		50.7	%		46.3	%		50.5	%		46.3	%
Disposal		30.8	%		33.3	%		30.6	%		33.2	%
Transfer and other		18.5	%		20.4	%		18.9	%		20.5	%
Total uneliminated revenue		100.0	%		100.0	%		100.0	%		100.0	%

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     The following table reflects our total revenue by source for the three and six months ended June 30, 2007 and 2006 (dollars in thousands):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2007		2006		2007		2006
Collection:
Residential	$	10,339	$	6,121	$	19,220	$	11,921
Commercial		4,891		3,985		9,278		7,707
Roll-off		13,428		11,812		25,229		22,134
Total collection		28,658		21,918		53,727		41,762
Disposal		17,410		15,748		32,481		29,957
Less: Intercompany		6,654		5,677		12,235		10,845
Disposal, net		10,756		10,071		20,246		19,112
Transfer and other		10,477		9,688		20,064		18,480
Less: Intercompany		3,691		3,461		7,210		6,458
Transfer and other, net		6,786		6,227		12,854		12,022
Total revenue	$	46,200	$	38,216	$	86,827	$	72,896

     Please read note 10 to our condensed consolidated financial statements for certain geographic information related to our operations.

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

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

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

     We capitalize third-party expenditures related to pending acquisitions, such as legal, engineering, and accounting expenses, and certain direct expenditures such as travel costs. We expense indirect acquisition costs, such as salaries, commissions and other corporate services, as we incur them. We routinely evaluate all capitalized costs, and expense those related to projects that we believe are not likely to succeed.

     Our reported results described in this quarterly report were negatively affected by three main items:

• Oklahoma and Accidents.

• The acquisition of a major market in Oklahoma (Region V) reflected integration costs typical with newly acquired operations. Operating income for that market was 6.1% of revenue. Integration costs there included items such as detailed vehicle inspection and upgrades on in excess of 60 vehicles to conform to our standards. We anticipate that these integration costs will be lower in subsequent periods and that margins will improve.

• The impact of two vehicle accidents in Missouri and Alabama represented $0.6 million of expense or 1.3% of revenue in the quarter.

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The following table reflects the effects of Oklahoma’s operations and our accruals for the accident claims (dollars in thousands):

				Region V-Oklahoma and
				Insurance Claims Impact
	As Disclosed in
	this Report			Oklahoma			Insurance		Total
	Three Months Ended June 30, 2007
Revenue	$	46,200		$	(3,789	)	$	—	$	42,411
Operating Income		6,190			(233	)		600		6,557
Operating Margin		13.4	%		6.1	%				15.5	%
EBITDA		12,413			(889	)		600		12,124
EBITDA Margin		26.9	%		23.5	%				28.6	%

	Six Months Ended June 30, 2007
Revenue	$	86,827		$	(5,334	)	$	—	$	81,493
Operating Income		12,733			(476	)		600		12,857
Operating Margin		14.7	%		8.9	%				15.8	%
EBITDA		24,295			(1,303	)		600		23,592
EBITDA Margin		28.0	%		24.4	%				28.9	%

For a description of EBITDA and how we use that Non-GAAP Measure, together with a reconciliation to GAAP measures, see “Forward-Looking Statements and Non-GAAP Measures”.

•

Rainfall. Significant rainfall at several of our regions in the current year periods negatively affects many components of cost. Significant rainfall affects labor productivity as personnel are forced to perform tasks more slowly for safety reasons. It also impacts productivity at landfills requiring additional time and personnel to process the volume of trucks at the sites. Furthermore, during periods of heavy rainfall, we typically are required to spend more developing and maintaining roads to access the facilities. Rain in Oklahoma additionally led to the delay in completion of a new cell at one landfill which led to increased transportation costs to reroute the waste stream. The following table indicates the comparative rainfall at several of our key sites.

	Six Months Ended June 30
	2007	2006
Rainfall :
Oklahoma City, OK	31.84 inches	11.64 inches
South Houston, TX	36.80 inches	24.30 inches
North Houston, TX	30.08 inches	25.87 inches
Springfield, MO	25.38 inches	18.56 inches

Forward-Looking Statements and Non-GAAP Measures

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

     Our management evaluates our performance based on non-GAAP measures, of which the primary performance measure is EBITDA. EBITDA consists of earnings (net income or loss) available to common stockholders before preferred stock dividend, interest expense (including gains (losses) on interest rate swap agreements as well as write-off of deferred financing costs and debt discount), income tax expense, depreciation and amortization. We also compute EBITDA before the cumulative effect of change in accounting principle and before considering the effect of discontinued operations as the effect of these items is not relevant to our ongoing operations. We also use these same measures when evaluating potential acquisition candidates.

     We believe EBITDA is useful to an investor in evaluating our operating performance because:

• it is widely used by investors in our industry to measure a company’s operating performance without regard to items such as interest expense, depreciation and amortization, which can vary

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	substantially from company to company depending upon accounting methods and book value of assets, financing methods, capital structure and the method by which assets were acquired;
•	it helps investors more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest charges from our outstanding debt and the impact of our interest rate swap agreements and payment-in-kind (PIK) dividend) and asset base (primarily depreciation and amortization of our landfills and vehicles) from our operating results; and
•	it helps investors identify items that are within our operational control. Depreciation charges, while a component of operating income, are fixed at the time of the asset purchase in accordance with the depreciable lives of the related asset and as such are not a directly controllable period operating charge.

     Our management uses EBITDA:

• as a measure of operating performance because it assists us in comparing our performance on a consistent basis as it removes the impact of our capital structure and asset base from our operating results;

• as one method to estimate a purchase price (often expressed as a multiple of EBITDA) for solid waste companies we intend to acquire. The appropriate EBITDA multiple will vary from acquisition to acquisition depending on factors such as the size of the operation, the type of operation, the anticipated growth in the market, the strategic location of the operation in its market as well as other considerations;

• in presentations to our board of directors to enable them to have the same consistent measurement basis of operating performance used by management;

• as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations;

• in evaluations of field operations since it represents operational performance and takes into account financial measures within the control of the field operating units;

• as a component of incentive cash bonuses paid to our executive officers and other employees;

• to assess compliance with financial ratios and covenants included in our credit agreements; and

• in communications with investors, lenders, and others, concerning our financial performance.

     The following presents a reconciliation of our total EBITDA to net income available to common stockholders (in thousands):

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2007			2006			2007			2006
Total EBITDA	$	12,413		$	11,658		$	24,295		$	21,353
Depreciation and amortization		(6,096	)		(4,769	)		(11,285	)		(9,337	)
Interest expense, net		(4,300	)		(4,173	)		(8,181	)		(8,280	)
Unrealized gain on interest rate swap		2,336			3,704			1,808			3,704
Income tax provision		(1,747	)		(2,581	)		(2,709	)		(2,989	)
Accrued payment-in-kind dividend on preferred stock		(961	)		—			(1,915	)		—
Net income available to common stockholders	$	1,645		$	3,839		$	2,013		$	4,451

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

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Results of Operations

Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006

     The following table sets forth the components of operating income (loss) by major operating segments (Region I: Kansas, Missouri; Region II: Arkansas, Texas; Region III: Florida; Region IV: North Carolina, South Carolina; Region V: Oklahoma; Other: Alabama, Colorado, New Mexico, Tennessee) for the three months ended June 30, 2007 and 2006 and the changes between the segments for each category (dollars in thousands):

																						% of
	Region I		Region II		Region III			Region IV			Region V		Other			Corporate			Total			Revenue
Three months ended June 30, 2007:
Revenue	$	13,497		13,897		5,096			4,572			3,789		5,349			—			46,200			100.0
Cost of services		9,323		8,798		3,186			2,711			2,900		3,861			—			30,779			66.6
Depreciation and amortization		1,363		1,433		885			776			656		873			110			6,096			13.2
General and administrative		987		910		422			329			—		392			95			3,135			6.8
Operating income (loss)		1,824		2,756		603			756			233		223			(205	)		6,190			13.4
Three months ended June 30, 2006:
Revenue	$	12,907		10,822		5,017			4,608			—		4,862			—			38,216			100.0
Cost of services		9,021		6,574		2,420			2,841			—		3,330			—			24,186			63.3
Depreciation and amortization		1,253		1,201		646			725			—		861			83			4,769			12.5
General and administrative		873		551		281			304			—		360			67			2,436			6.4
Operating income (loss)		1,760		2,496		1,670			738			—		311			(150	)		6,825			17.8
Increase/(decrease) 2007 compared to 2006:
Revenue	$	590		3,075		79			(36	)		3,789		487			—			7,984
Cost of services		302		2,224		766			(130	)		2,900		531			—			6,593
Depreciation and amortization		110		232		239			51			656		12			27			1,327
General and administrative		114		359		141			25			—		32			28			699
Operating income (loss)		64		260		(1,067	)		18			233		(88	)		(55	)		(635	)

     Revenue.Total revenue for the three months ended June 30, 2007 increased $8.0 million, or 20.9%, to $46.2 million from $38.2 million for the three months ended June 30, 2006. Our growth in revenue between the periods has been primarily driven by acquisitions. Acquisitions contributed $5.8 million of the increase while internal volume growth contributed $1.1 million, operational price increases contributed $0.9 million, and pricing from fuel surcharges added $0.2 million. The above table reflects the total increase in revenue in each operating region. The financial results of completed acquisitions are generally blended with existing operations and do not have separate financial information available with the exception of new regions acquired which can be analyzed individually. Our acquisition of Region V during the first quarter of 2007 contributed $3.8 million of the increase in revenue during the second quarter of 2007. The revenue increase of $3.1 million in Region II was primarily attributed to the volume and price increases associated with new collection and hauling contracts in our Texas residential operations.

     Cost of services.Total cost of services for the three months ended June 30, 2007 increased $6.6 million, or 27.3%, to $30.8 million from $24.2 million for the three months ended June 30, 2006. We believe that our acquisition program accounted for most of the increase in cost of services, followed by costs associated with internal volume growth including labor, insurance, fuel and disposal costs. For acquisitions within our existing markets, the acquired entities are merged into our existing operations and those results are indistinguishable from the remainder of the operations. As indicated above, each of our regions except Region IV experienced growth through either acquisition or expanded volumes and they each reflected a corresponding increase in their cost of services. Region V reflects the largest acquisition so far in 2007 and thus the largest increase in cost of services from the same period last year. Region II had a $2.2 million increase in cost of services due to the internal growth of residential collection operations. More employees and vehicles were added, which caused the increase in labor, insurance and fuel costs. In addition, disposal costs increased sharply as we had not owned the landfill where the residential waste was

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disposed of until the end of June 2007. Cost of services in Region III increased significantly compared to the increase in revenue mainly as a result of the acquisition of Fort Myers Transfer Station during the third quarter of 2006. Landfill disposal revenue from the transfer station was eliminated after we acquired the transfer station while the operating costs of the transfer station remained in cost of services, causing an imbalance between revenue and cost of services.

     Overall cost of services increased to 66.6% of revenue for the three months ended June 30, 2007 from 63.3% during the same period last year. Increases in operating costs as a percentage of revenue were attributable to higher payroll-related costs, insurance and disposal costs. Part of the increase in insurance costs was due to self-insured reserves related to vehicle accidents in Alabama and Missouri which totaled $0.6 million. Fuel costs as a percentage of revenue remained consistent for the three months ended June 30, 2007 and 2006. Other than periodic volatility in fuel prices, inflation has not materially affected our operations.

     Depreciation and amortization.Depreciation and amortization expense for the three months ended June 30, 2007 increased $1.3 million, or 27.8%, to $6.1 million from $4.8 million for the three months ended June 30, 2006. These increases can be attributed to acquisitions, capital expenditures, and increased amortization corresponding with increased landfill volume usage.

     General and administrative.Total general and administrative expense for the three months ended June 30, 2007 increased $0.7 million, or 28.7%, to $3.1 million from $2.4 million for the three months ended June 30, 2006. The increase was primarily attributable to payroll-related costs, legal and accounting expenses, and franchise taxes. The general and administrative expense also included a $0.1 million increase in stock-based compensation expense related to earned compensation from restricted stock grants under the 2004 WCA Waste Corporation Incentive Plan. Overall, general and administrative expenses remained just under 7.0% of revenue in each of the periods presented.

     The following table sets forth items below operating income in our condensed consolidated statement of operations and as a percentage of revenue for the three months ended June 30, 2007 and 2006 (dollars in thousands):

	Three Months Ended June 30,
	2007					2006
Operating income	$	6,190		13.4	%	$	6,825		17.8	%
Interest expense, net		(4,300	)	(9.3	)		(4,173	)	(10.9	)
Unrealized gain on interest rate swap		2,336		5.1			3,704		9.7
Other income, net		127		0.3			64		0.2
Income tax provision		(1,747	)	(3.8	)		(2,581	)	(6.8	)
Accrued payment-in-kind dividend on preferred stock		(961	)	(2.1	)		��		—
Net income available to common stockholders	$	1,645		3.6	%	$	3,839		10.0	%

     Interest expense, net.Interest expense, net for the three months ended June 30, 2007 increased $0.1 million, or 3.0%, to $4.3 million from $4.2 million for the three months ended June 30, 2006. The increase was mainly caused by the increase in our average borrowing rate from 8.42% at June 30, 2006 to 9.20% at June 30, 2007 mainly due to the higher interest rate associated with our senior notes.

     Unrealized gain on interest rate swap.The $2.3 million income for the three months ended June 30, 2007 was attributable to the recognition of the unrealized gain as of June 30, 2007 of the interest rate swap agreement we entered into in July 2006. At the time we entered into the swap, we had no floating rate debt and no such floating rate interest payments were probable of being incurred in the near future. As a result, the swap transaction can not be designated as a hedging transaction and any changes in the unrealized fair value of the new swap will be recognized in the statement of operations. If, in the future, we have outstanding borrowings that have floating interest rate payments, we will consider designating all or part of this swap agreement as a hedge. The $3.7 million income was attributable to the recognition of the unrealized gain on the interest rate swap at June 30, 2006.

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     Income tax provision.Income tax provision for the three months ended June 30, 2007 as a percentage of pre-tax income was 40.1% as compared to 40.2% for the three months ended June 30, 2006. The rate in the current year period adjusts the projected year-to-date rate to approximately 40.8%.

     Accrued payment-in-kind dividend on preferred stock.The $1.0 million in accrued PIK dividend on preferred stock relates to the accretion of the 5% PIK dividend on our Series A Convertible Preferred Stock from April 1, 2007 to June 30, 2007.

Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006

     The following table sets forth the components of operating income (loss) by major operating segments (Region I: Kansas, Missouri; Region II: Arkansas, Texas; Region III: Florida; Region IV: North Carolina, South Carolina; Region V: Oklahoma; Other: Alabama, Colorado, New Mexico, Tennessee) for the six months ended June 30, 2007 and 2006 and the changes between the segments for each category (dollars in thousands):

																					% of
	Region I		Region II		Region III			Region IV			Region V		Other			Corporate			Total		Revenue
Six months ended June 30, 2007:
Revenue	$	25,413		26,691		10,657			8,828			5,334		9,904			—			86,827		100.0
Cost of services		17,412		16,648		6,161			5,075			4,031		7,207			—			56,534		65.1
Depreciation and amortization		2,569		2,751		1,724			1,506			827		1,679			229			11,285		13.0
General and administrative		1,973		1,820		844			658			—		784			196			6,275		7.2
Operating income (loss)		3,459		5,472		1,928			1,589			476		234			(425	)		12,733		14.7
Six months ended June 30, 2006:
Revenue	$	24,439		21,269		9,789			8,937			—		8,462			—			72,896		100.0
Cost of services		17,278		12,989		4,798			5,536			—		5,869			—			46,470		63.7
Depreciation and amortization		2,413		2,388		1,341			1,456			—		1,574			165			9,337		12.8
General and administrative		1,745		1,102		563			609			—		691			436			5,146		7.1
Operating income (loss)		3,003		4,790		3,087			1,336			—		328			(601	)		11,943		16.4
Increase/(decrease) 2007 compared to 2006:
Revenue	$	974		5,422		868			(109	)		5,334		1,442			—			13,931
Cost of services		134		3,659		1,363			(461	)		4,031		1,338			—			10,064
Depreciation and amortization		156		363		383			50			827		105			64			1,948
General and administrative		228		718		281			49			—		93			(240	)		1,129
Operating income (loss)		456		682		(1,159	)		253			476		(94	)		176			790

     Revenue.Total revenue for the six months ended June 30, 2007 increased $13.9 million, or 19.1%, to $86.8 million from $72.9 million for the six months ended June 30, 2006. Our growth in revenue between the periods has been primarily driven by acquisitions. Acquisitions contributed $9.6 million of the increase while internal volume growth contributed $1.2 million, operational price increases contributed $2.8 million, and pricing from fuel surcharges added $0.3 million. The above table reflects the total increase in revenue in each operating region. The financial results of completed acquisitions are generally blended with existing operations and do not have separate financial information available with the exception of new regions acquired which can be analyzed individually. Our acquisition of Region V contributed $5.3 million of the increase in revenue during the six months ended June 30, 2007. The revenue increase of $5.4 million in Region II was primarily attributed to the volume and price increases associated with new collection and hauling contracts in our Texas residential operations. Revenue increases in Region I, Region III and Other were mainly related to price increases in order to compensate higher operating costs.

     Cost of services.Total cost of services for the six months ended June 30, 2007 increased by 21.7% to $56.5 million from $46.5 million for the six months ended June 30, 2006. We believe that our acquisition program accounted for most of the increase in cost of services, followed by costs associated with internal volume growth including labor, fuel and disposal costs. For acquisitions within our existing markets, the acquired entities are merged into our existing operations and those results are indistinguishable from the

24

remainder of the operations. As indicated above, each of our regions except Region IV experienced growth through either acquisition or expanded volumes and they each reflected a corresponding increase in their cost of services. Region V reflects the largest acquisition so far in 2007 and thus the largest increase in cost of services from the same period last year. Region II had a $3.7 million increase in cost of services due to the internal growth of residential collection operations. More employees and vehicles were added, which caused the increase in labor, insurance and fuel costs. In addition, disposal costs increased sharply as we had not owned the landfill where the residential waste was disposed of until the end of June 2007. Cost of services in Region III increased significantly compared to the increase in revenue mainly as a result of the acquisition of Fort Myers Transfer Station during the third quarter of 2006. Landfill disposal revenue from the transfer station was eliminated after we acquired the transfer station while the operating costs of the transfer station remained in cost of services, causing an imbalance between revenue and cost of services. Besides increases in labor, fuel and disposal costs, cost of services in Other increased due to insurance claims related to a vehicle accident in Alabama.

     Overall cost of services increased to 65.1% of revenue for the six months ended June 30, 2007 from 63.7% during the same period last year. Increases in operating costs as a percentage of revenue were primarily attributable to higher payroll-related costs and disposal costs. Fuel costs as a percentage of revenue remained consistent for the six months ended June 30, 2007 and 2006. Other than periodic volatility in fuel prices, inflation has not materially affected our operations.

     Depreciation and amortization.Depreciation and amortization expense for the six months ended June 30, 2007 increased by 20.9% to $11.3 million from $9.3 million for the six months ended June 30, 2006. These increases can be attributed to acquisitions, capital expenditures, and increased amortization corresponding with increased landfill volume usage.

     General and administrative.Total general and administrative expense for the six months ended June 30, 2007 increased by 21.9% to $6.3 million from $5.1 million for the six months ended June 30, 2006. The increase was primarily attributable to payroll-related costs, legal and accounting expenses, and franchise taxes. The general and administrative expense also included a $0.2 million increase in stock-based compensation expense related to earned compensation from restricted stock grants under the 2004 WCA Waste Corporation Incentive Plan. Overall, general and administrative expenses remained just under 7.5% of revenue in each of the periods presented.

     The following table sets forth items below operating income in our condensed consolidated statement of operations and as a percentage of revenue for the six months ended June 30, 2007 and 2006 (dollars in thousands):

	Six Months Ended June 30,
	2007					2006
Operating income	$	12,733		14.7	%	$	11,943		16.4	%
Interest expense, net		(8,181	)	(9.4	)		(8,280	)	(11.4	)
Unrealized gain on interest rate swap		1,808		2.0			3,704		5.1
Other income, net		277		0.3			73		0.1
Income tax provision		(2,709	)	(3.1	)		(2,989	)	(4.1	)
Accrued payment-in-kind dividend on preferred stock		(1,915	)	(2.2	)		—		—
Net income available to common stockholders	$	2,013		2.3	%	$	4,451		6.1	%

     Interest expense, net.Interest expense, net for the six months ended June 30, 2007 decreased $0.1 million, or 1.2%, to $8.2 million from $8.3 million for the six months ended June 30, 2006. The decrease was mainly caused by $0.5 million of interest income generated from excess cash on hand as a result of our debt and equity financings during 2006. Excluding the impact of interest income, interest expense increased $0.4 million as our average borrowing rate increased from 8.42% at June 30, 2006 to 9.20% at June 30, 2007 mainly due to the higher interest rate associated with our senior notes.

     Unrealized gain on interest rate swap.The $1.8 million income for the six months ended June 30, 2007 was attributable to the recognition of the unrealized gain as of June 30, 2007 of the interest rate swap agreement we entered into in July 2006. At the time we entered into the swap, we had no floating rate debt

25

and no such floating rate interest payments were probable of being incurred in the near future. As a result, the swap transaction can not be designated as a hedging transaction and any changes in the unrealized fair value of the new swap will be recognized in the statement of operations. If, in the future, we have outstanding borrowings that have floating interest rate payments, we will consider designating all or part of this swap agreement as a hedge. The $3.7 million income was attributable to the recognition of the unrealized gain on the interest rate swap at June 30, 2006.

     Income tax provision.Income tax provision for the six months ended June 30, 2007 as a percentage of pre-tax income was 40.8% as compared to 40.2% for the six months ended June 30, 2006. The rate in the current year period reflects the projected full year tax rate. The increase in the rate primarily relates to the impact of certain non-deductible permanent items in the current period.

     Accrued payment-in-kind dividend on preferred stock.The $2.0 million in accrued PIK dividend on preferred stock relates to the accretion of the 5% PIK dividend on our Series A Convertible Preferred Stock from January 1, 2007 to June 30, 2007.

Liquidity and Capital Resources

     Our business and industry is capital intensive, requiring capital for equipment purchases, landfill construction and development, and landfill closure activities in the future. Our planned acquisition strategy also requires significant capital. We plan to meet our future capital needs primarily through cash on hand, cash flow from operations and borrowing capacity under our credit facility. Additionally, our acquisitions may use seller notes, equity issuances and debt financings. We expect these sources will be adequate to fund our future capital needs and acquisition strategy for the foreseeable future.

     As of June 30, 2007, we had total outstanding long-term debt of approximately $189.6 million, consisting of $150 million of senior notes, $22.7 million outstanding under our credit facilities, approximately $7.1 million of various seller notes, approximately $9.1 million of assumed tax-exempt Environmental Facilities Revenue Bonds associated with acquisitions, and approximately $0.7 million of equipment notes. This represented an increase of $22.2 million over our total debt outstanding as of December 31, 2006. The increase in outstanding debt since December 31, 2006 was primarily due to borrowings of $22.7 million from our revolving credit facility to finance an acquisition, partially offset by repayments of tax-exempt bonds and equipment notes. As of June 30, 2007, we had $22.7 million outstanding under the revolving credit facility, approximately $10.4 million in letters of credit secured by our credit facility, leaving $141.9 million in available capacity under the facility. With $2.8 million cash on hand at June 30, 2007, our total capacity for potential acquisitions was approximately $144.7 million.

Private Placement of Preferred Stock

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

     The Preferred Shares are immediately convertible at Ares’ discretion into 8,178,958 shares of our Common Stock, which would represent approximately 32.7% of the outstanding Common Stock on a post-conversion basis as of June 30, 2007. Dividends are solely PIK for the first five years — that is, they are payable solely by adding the amount of dividends to the stated value of each share. At the end of five years, the Preferred Shares would be convertible into approximately 10,000,661 shares of Common Stock, which, based on the currently outstanding shares, would represent approximately 37.3% of the post-conversion shares outstanding.

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     Other material terms of the Preferred Stock are as follows:

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

• liquidation

• bankruptcy

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

• the average of the closing price of 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;

• 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%;

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• 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.

     In connection with the issuance and sale of the Preferred Shares, we also entered into other agreements as contemplated by the Purchase Agreement, including a Stockholder’s Agreement, a Registration Rights Agreement, and a Management Rights Letter. The Purchase Agreement, the Stockholder’s Agreement, the Registration Rights Agreement, the Management Rights Letter and the Certificate of Designation pursuant to which the Preferred Shares were created, are described in our current report on Form 8-K filed on June 16, 2006.

Tax-Exempt Bonds

     As of June 30, 2007, we had $9.1 million of tax-exempt bonds outstanding.

Contractual Obligations

     There were no material changes outside of the ordinary course of our business during the three or six months ended June 30, 2007 to the other items listed in the Contractual Obligations table included in our Form 10-K filed with the SEC on March 14, 2007.

Cash Flows

     Cash provided by operations for the six months ended June 30, 2007 and 2006 was $13.5 million and $15.5 million, respectively. The changes in cash flows from operating activities were primarily due to the decrease in net income and deferred taxes as well as changes in the components of working capital from period to period. Other items impacting operating cash flows include depreciation and amortization, unrealized gain on interest rate swap as well as stock-based compensation, all of which were non-cash expenses.

     Cash used in investing activities consists primarily of cash used for capital expenditures and the acquisition of businesses. Cash used for capital expenditures, including acquisitions, was $85.3 million and $14.7 million for the six months ended June 30, 2007 and 2006, respectively. Acquisitions of businesses accounted for $72.5 million of the increase over the prior year period, partially offset by decreased capital expenditures for normal operations.

     Cash provided by financing activities for the six months ended June 30, 2007 and 2006 was $22.2 million and $0.1 million, respectively. Net cash provided by financing activities mainly included the net proceeds from the use of our credit facilities and repayments of debt in all periods.

     As of June 30, 2007, we had a working capital surplus of $8.9 million which decreased by $45.7 million from a working capital surplus of $54.6 million as of December 31, 2006. The decrease can be attributed primarily to the five acquisitions completed during the six months ended June 30, 2007.

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Critical Accounting Estimates and Assumptions

     We make several estimates and assumptions during the course of preparing our financial statements. Since some of the information that we must present depends on future events, it cannot be readily computed based on generally accepted methodologies, or may not be appropriately calculated from available data. Some estimates require us to exercise substantial judgment in making complex estimates and the assumptions and, therefore, have the greatest degree of uncertainty. This is especially true with respect to estimates made in accounting for landfills, environmental remediation liabilities and asset impairments. We describe the process of making such estimates in note 7 to the financial statements included in Item 1 of this report and in note 1 (f) to our financial statements in our annual report on Form 10-K for the year ended December 31, 2006. For a description of other significant accounting policies, see note 1 to the financial statements included in Item 1 of this report and in note 1 to our financial statements in our annual report on Form 10-K for the year ended December 31, 2006.

     In summary, our landfill accounting policies include the following:

     Capitalized Landfill Costs

     At June 30, 2007, we owned 24 landfills. Two of these landfills are fully permitted but not constructed and have not yet commenced operations as of June 30, 2007.

     Capitalized landfill costs include expenditures for the acquisition of land and airspace, engineering and permitting costs, cell construction costs and direct site improvement costs. As of June 30, 2007, no capitalized interest was included in capitalized landfill costs. However, in the future interest could be capitalized on landfill construction projects but only during the period the assets are undergoing activities to prepare them for their intended use. Capitalized landfill costs are amortized ratably using the units-of- production method over the estimated useful life of the site as airspace of the landfill is consumed. Landfill amortization rates are determined periodically (not less than annually) based on aerial and ground surveys and other density measures and estimates made by our internal and/or third-party engineers.

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

• we believe that the project has fatal flaws;

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

• we have committed to the expansion;

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

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

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

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

     We may be unsuccessful in obtaining expansion permits for airspace that has been considered probable. If unsuccessful in obtaining these permits, the previously capitalized costs will be charged to expense. As of June 30, 2007, we have included 146 million cubic yards of expansion airspace with estimated development costs of approximately $104.1 million in our calculation of the rates used for the amortization of landfill costs.

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     Closure and Post-Closure Obligations

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

     On January 1, 2003, we adopted SFAS No. 143, “Accounting for Asset Retirement Obligations” (SFAS No. 143), which provides standards for accounting for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. Generally, the requirements for recording closure and post-closure obligations under SFAS No. 143 are as follows:

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

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

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

     The following table sets forth the rates we used for the amortization of landfill costs and the accrual of closure and post-closure costs for the six months ended June 30, 2007 and the year ended December 31, 2006:

	Six Months Ended		Year Ended
	June 30,		December 31,
	2007		2006
Number of landfills owned		24		20
Landfill depletion and amortization expense (in thousands)	$	4,780	$	8,784
Accretion expense (in thousands)		241		284
Closure and post-closure cost (in thousands)		513		286
		5,534		9,354
Airspace consumed (in thousands of cubic yards)		2,492		4,806
Depletion, amortization, accretion, closure and post-closure costs per cubic yard of airspace consumed	$	2.22	$	1.95

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     In the normal course of business, we are exposed to market risk, including changes in interest rates. We use interest rate swap agreements to manage a portion of our risks related to interest rates. We entered into a swap agreement effective July 11, 2006, where we agreed to pay a fixed-rate of 5.64% in exchange for three-month floating rate LIBOR which was 5.51% at the time the swap was entered. At June 30, 2007, the related floating rate was 5.36%. The intention of this swap agreement is to limit our exposure to a rising rate interest environment. At the time we entered into the swap, we had no floating rate LIBOR debt and no such floating rate interest payments were probable of being incurred in the near future. As a result, the swap transaction can not be designated as a hedging transaction. Accordingly, any changes in the unrealized fair value of the new swap will be recognized in the statement of operations. If, in the future, we have outstanding borrowings that have floating interest rate payments, we will consider designating all or part of this swap agreement as a hedge. We did not enter into the interest rate swap agreements for trading purposes.

     As of June 30, 2007 and December 31, 2006, we had no debt outstanding that bears interest at variable or floating rates. With the placement of the swap agreement, we bear exposure to, and are primarily affected by, changes in LIBOR rates on $127.3 million. A 100 basis point increase in LIBOR interest rates would result in interest income on the swap agreement of approximately $1.3 million annually while a 100 basis point decrease in interest rates would result in $1.3 million in swap expense, in addition to any mark-to-market effect on the fair value of the swap.

     Our financial instruments that are potentially sensitive to changes in interest rates also include our 9.25% senior notes. As of June 30, 2007, the fair value of these notes, based on quoted market prices, was approximately $156.0 million compared to a carrying amount of $150 million.

ITEM 4. CONTROLS AND PROCEDURES.

     We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2006. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2006 in ensuring that the information required to be disclosed by us (including our consolidated subsidiaries) in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms; and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

     Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, a report of management’s assessment of the design and effectiveness of internal control over financial reporting was included as part of our annual report on Form 10-K for the fiscal year ended December 31, 2006 as filed with the SEC on March 14, 2007. KPMG LLP, our independent registered public accountants, also attested to, and reported on, management’s assessment of the effectiveness of internal control over financial reporting. Management’s report and the independent registered public accounting firm’s attestation report were included in Part II, Item 8 “Financial Statements and Supplementary Data” of the annual report on Form 10-K.

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

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PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     Please read note 11 to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q for information regarding our legal proceedings.

ITEM 1A. RISK FACTORS.

     In general, there have been no significant changes in our risk factors since December 31, 2006. For a detailed discussion of our risk factors, please read Item 1A “Risk Factors,” in our annual report on Form 10-K for the year ended December 31, 2006.

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

(a)	In June 2007, we issued a total of 25,264 shares of our common stock to certain directors 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)	Issuer Purchases of Equity Securities

						(c)		(d)
	(a)			(b)		Total number of		Maximum number (or
	Total number			Average		shares (or units)		approximate dollar value) of
	of shares			price paid		purchased as part of		shares (or units) that may
	(or units)			per share		publicly announced plans		yet be purchased under the
Period	purchased			(or unit)		or programs		plans or programs
April 1 – April 30, 2007		5,643	(1)	$	7.91		—		—
May 1 – May 31, 2007		—			—		—		—
June 1 – June 30, 2007		—			—		—		—
Total		5,643	(1)	$	7.91		—		—

(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.

     None.

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

     None.

ITEM 5. OTHER INFORMATION.

     None.

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).

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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).
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).

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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).
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).

34

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 10-Q (File No. 000-50808) filed with the SEC on August 8, 2006).
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 10-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).

35

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.
10.40*†**	Equity Interest and Asset Purchase and Sale Agreement, dated June 29, 2007, among WCA Waste Corporation, WCA Texas Management General, Inc., WCA Management Limited, Inc., WCA of Florida, LLC, Southwest Dumpster, Inc., Waste Services, Inc., Waste Services of Florida, Inc., WS General Partner, LLC and Waste Services Limited Partner, LLC.
12.1*	Statement regarding computation of ratio of earnings to fixed charges for the six months ended June 30, 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.

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

36

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WCA WASTE CORPORATION
By:	/S/ Charles A. Casalinova
	Charles A. Casalinova
	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
By:	/S/ Kevin D. Mitchell
	Kevin D. Mitchell
	Vice President and Controller (Principal Accounting Officer)

Date: August 9, 2007

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).

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).

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 10-Q (File No. 000-50808) filed with the SEC on August 8, 2006).

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 10-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.
10.40*†**	Equity Interest and Asset Purchase and Sale Agreement, dated June 29, 2007, among WCA Waste Corporation, WCA Texas Management General, Inc., WCA Management Limited, Inc., WCA of Florida, LLC, Southwest Dumpster, Inc., Waste Services, Inc., Waste Services of Florida, Inc., WS General Partner, LLC and Waste Services Limited Partner, LLC.
12.1*	Statement regarding computation of ratio of earnings to fixed charges for the six months ended June 30, 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.

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