8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 31, 2004

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 000-25955
(Commission
File Number) 01-0780204
(I.R.S. Employer
Identification No.)

1122 International Blvd., Suite 601, Burlington, Ontario, Canada L7L 6Z8
(Address of principal executive offices and zip code)

(905) 319-1237
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 Financial Information

Item 2.02 – Results of Operations and Financial Condition

Waste Services, Inc. (“Waste Services”, “we”, “us” or “our”) issued a press release on March 10, 2005 announcing our results of operations for the fiscal year and quarter ended December 31, 2004. A copy of that release is furnished as Exhibit 99.1.

Section 9 Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

(c) Exhibits

     99.1 Press Release issued March 10, 2005.

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SIGNATURE

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.

WASTE SERVICES, INC.
By:	/s/ Ivan R. Cairns
	Ivan R. Cairns
	Executive Vice President and General Counsel Date: March 10, 2005

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE
For Immediate Release

WASTE SERVICES REPORTS FOURTH QUARTER RESULTS

BURLINGTON, Ontario, March 10, 2005/PRNewswire-FirstCall/ – Waste Services, Inc. (Nasdaq: WSII) today reported financial results for the three months ended December 31, 2004. Revenue for the quarter was $93.2 million, an increase of $57.8 million, or 163% over the same period last year. The increase is primarily attributable to new business acquisitions and the opening of three new landfill sites in the United States, since the company initiated a disposal-based growth strategy to enter the U.S. solid waste market in 2003. Operating income before depreciation, depletion and amortization* was $12.0 million for the three months ended December 31, 2004, compared to a loss of $0.9 million for the same period last year. Net loss attributable to Common Shareholders for the three months ended December 31, 2004 was $13.1 million, or $0.14 per share, versus a loss of $12.0 million, or $0.28 per share, for the comparable period last year.

For the year ended December 31, 2004, revenue was $310.8 million, an increase of $184.0 million, or 145% over the comparable period last year. Net loss attributable to Common Shareholders was $48.2 million for the year ended December 31, 2004, or $0.55 per share, compared to a net loss attributable to Common Shareholders of $77.0 million, or $1.98 per share, for the comparable period last year.

The Chairman and Chief Executive Officer of the company, David Sutherland-Yoest, stated, “We are pleased with our fourth quarter results and the improvement over our third quarter. With our continued emphasis on operating improvements and the opening of our Florida transfer stations in the second quarter, we look forward to improved financial results in 2005.”

*Reconciliation of Non-GAAP Measures for the Three and Twelve Months Ended December 31, 2004 and 2003:

The following table reconciles the differences between income (loss) from operations, as determined under U.S. GAAP, and operating income before depreciation, depletion and amortization, a non-GAAP financial measure (in thousands of U.S. dollars) (unaudited):

	For the Three Months Ended					For the Year Ended
	December 31,					December 31,
	2004		2003			2004		2003
Operating income (loss) before depreciation, depletion and amortization (1)	$	11,992	$	(923	)	$	41,721	$	9,881
Less: Depreciation, depletion and amortization		11,211		4,328			34,204		14,927
Income (loss) from operations	$	781	$	(5,251	)	$	7,517	$	(5,046	)

⁽¹⁾ Operating income before depreciation, depletion and amortization is presented because the company believes that it may be used by certain investors to analyze and compare the company’s operating performance between accounting periods and against the operating results of other companies that have different financing and capital structures or tax rates. In addition, management uses operating income before depreciation, depletion and amortization, among other things, as an internal performance measure. The company’s lenders also use operating income before depreciation, depletion and amortization to measure the company’s ability to service and/or incur additional indebtedness under its credit facilities. However, operating income before depreciation, depletion and amortization should not be considered in isolation or as a substitute for net

income, cash flows or other financial statement data prepared in accordance with U.S. GAAP or as a measure of a company’s performance, profitability or liquidity. Operating income before depreciation, depletion and amortization is not calculated under U.S. GAAP and therefore is not necessarily comparable to similarly titled measures of other companies.

The company will host an investor and analyst conference call on Friday, March 11, 2005 at 8:30 a.m. (EST) to discuss the results of today’s earnings announcement. If you wish to participate in this call, please contact the conference call operator at (877) 295-2825 or (416) 405-8532. For those unable to listen to the live call, a telephonic replay of the call will be available until March 24, 2005 by phoning (800) 408-3053 or (416) 695-5800 and entering reservation number 3139753#.

# # #

Safe Harbor for Forward-Looking Statements

Certain matters discussed in this press release 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. These statements describe the company’s future plans, objectives and goals. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from the plans, objectives and goals set forth in this press release. Factors which could materially affect such forward-looking statements can be found in the company’s periodic reports filed with the Securities and Exchange Commission, including risk factors detailed in the company’s Form 10-K for the year ended December 31, 2003. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

The forward-looking statements made in this press release are only made as of the date hereof and Waste Services undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Waste Services, Inc. is a multi-regional integrated solid waste services company that provides collection, transfer, disposal and recycling services in the United States and Canada. The company’s web site is http://www.wasteservicesinc.com. Information on the company’s web site does not form part of this press release.

For information contact:

Mark A. Pytosh
Executive Vice President
905-319-6054

WASTE SERVICES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of US dollars; except per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2004			2003			2004			2003
Revenue	$	93,227		$	35,440		$	310,785		$	126,750
Operating and other expenses:
Cost of operations		66,857			23,635			219,900			83,574
Selling, general and administrative expense exclusive of stock-based compensation		13,815			10,016			55,527			28,858
Stock-based compensation expense (benefit)		558			1,392			(90	)		2,677
Severance and other related costs		30			—			2,739			—
Settlement with sellers of Florida Recycling		—			—			(8,635	)		—
Depreciation, depletion and amortization		11,211			4,328			34,204			14,927
Foreign exchange loss (gain) and other		(25	)		1,320			(377	)		1,760
Income (loss) from operations		781			(5,251	)		7,517			(5,046	)
Interest expense		6,575			3,777			30,838			8,278
Changes in fair value of warrants		—			—			(111	)		—
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		4,738			4,105			17,582			10,161
Loss before income taxes		(10,532	)		(13,133	)		(40,792	)		(23,485	)
Income tax provision (benefit)		2,554			(1,161	)		7,587			(587	)
Loss before cumulative effect of change in accounting principle		(13,086	)		(11,972	)		(48,379	)		(22,898	)
Cumulative effect of change in accounting and accounting principle, net of provision for income taxes of $132 and $256 for the years ended December 31, 2004 and 2003, respectively		—			—			225			518
Net loss		(13,086	)		(11,972	)		(48,154	)		(22,380	)
Deemed dividend on Series 1 Preferred Shares		—			—			—			(54,572	)
Net loss attributable to Common Shareholders	$	(13,086	)	$	(11,972	)	$	(48,154	)	$	(76,952	)
Basic and diluted loss per share:
Basic and diluted loss per share before cumulative effect of change in accounting and change in accounting principle	$	(0.14	)	$	(0.28	)	$	(0.55	)	$	(1.99	)
Cumulative effect of change in accounting and change in accounting principle		—			—			—			0.01
Loss per share — basic and diluted	$	(0.14	)	$	(0.28	)	$	(0.55	)	$	(1.98	)
Weighted average Common Shares outstanding — basic and diluted		96,418			43,531			88,232			38,782