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) June 30, 2006

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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 1 — Registrants Business and Operations

Item 1.01 Entry Into A Material Definitive Agreement

On July 20, 2006, Waste Services, Inc. announced that we had signed a definitive agreement to acquire a collection company, transfer station and materials recovery facility in Miami-Dade County, Florida from Allied Waste Industries, Inc. (“Allied Waste”). The cost is expected to be $61.0 million in cash, with a potential future cash payment of $2.0 million.

In addition we also announced that we had signed a definitive agreement to sell our Arizona operations to Allied Waste, for $53.0 million in cash.

A copy of that release is furnished as Exhibit 99.1.

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition

Waste Services, Inc. issued a press release on July 25, 2006 announcing our results of operations for the second quarter ended June 30, 2006. A copy of that release is furnished as Exhibit 99.2.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	July 20, 2006 Press Release.
99.2	July 25, 2006 Press Release.

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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 hereunto duly authorized.

WASTE SERVICES, INC.
By:	/s/ Ivan R. Cairns
	Ivan R. Cairns
	Executive Vice President and General Counsel Date: July 25, 2006

3

EX-99.1

Exhibit 99.1

PRESS RELEASE

WASTE SERVICES ANNOUNCES
AGREEMENT TO ACQUIRE SOUTH FLORIDA OPERATIONS AND TO
DIVEST ARIZONA OPERATIONS

BURLINGTON, Ontario, July 20, 2006 / PRNewswire-FirstCall/ — Waste Services, Inc. (Nasdaq: WSIID) today announced that it has signed a definitive agreement to expand its presence in Florida by acquiring Allied Waste’s South Florida operations for $61 million in cash (with a potential future payment of $2 million). These operations consist of a collection company, a transfer station that is permitted to process 800 tons per day and a materials recovery facility providing service in Miami-Dade County. Waste Services expects to internalize a portion of the municipal solid waste volume collected in this market into its JED Landfill in Central Florida.

Waste Services also announced today that it has signed a definitive agreement for the sale of its Arizona operations to Allied Waste for $53 million in cash. Both transactions are subject to certain customary closing conditions and are expected to close by the end of the third quarter.

David Sutherland-Yoest, Chairman and Chief Executive Officer of Waste Services, stated, “We believe that these transactions make strategic sense for both companies. In particular, we are pleased to announce our entry into Miami-Dade County, the largest market in Florida, which further strengthens our presence in the state. We expect the net impact of these transactions to add approximately $7 to $8 million of EBITDA on an annualized basis.”

Waste Services, Inc., a Delaware corporation, 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
and Chief Financial Officer
Waste Services, Inc.
561-237-3420

EX-99.2

Exhibit 99.2

PRESS RELEASE
For Immediate Release

WASTE SERVICES REPORTS SECOND QUARTER RESULTS

BURLINGTON, Ontario, July 25, 2006/PRNewswire-FirstCall/ — Waste Services, Inc. (Nasdaq: WSIID) today reported financial results for the three months ended June 30, 2006. The results of operations do not reflect any contribution from our Arizona operations, which have been presented as discontinued. Revenue from continuing operations for the quarter was $101.6 million, an increase of $12.7 million, or 14.3% over the same period last year. The increase in revenue was primarily driven by pricing increases of $6.7 million or 7.5%, of which $2.4 million or 2.7% related to fuel surcharges, increased volumes at our landfill sites of $2.2 million, increased collection and transfer station volumes of $2.0 million and acquisitions, net of divestitures, of $1.9 million. Offsetting these increases were decreases primarily related to the expiration or assignment of certain residential contracts totaling $4.7 million. The favorable effects of foreign exchange rate movements increased revenue by $4.6 million. Net loss from continuing operations for the quarter ended June 30, 2006 was $11.1 million, or $0.32 per share, versus a loss of $14.2 million, or $0.43 per share, for the comparable period last year. EBITDA*, reflecting contribution from our Arizona operations, was $15.8 million for the quarter ended June 30, 2006, compared to $11.4 million for the same period last year. Adjusted EBITDA* (as defined in our credit agreement), reflecting contribution from our Arizona operations, was $20.2 million for the quarter ended June 30, 2006.

For the six months ended June 30, 2006, revenue from continuing operations was $190.1 million, an increase of $18.3 million, or 10.7% over the comparable period last year. Net loss from continuing operations was $28.9 million for the six months ended June 30, 2006, or $0.86 per share, compared to a net loss from continuing operations of $28.5 million, or $0.87 per share for the comparable period last year.

David Sutherland-Yoest, Chairman and Chief Executive Officer, stated “We are pleased to report record adjusted EBITDA of $20.2 million for the second quarter, which exceeded our internal expectations. The recent announcement of our entry into South Florida will allow us to expand further our largest market and increase disposal volumes at our JED Landfill. As a result of the strong performance in the second quarter, recent Florida acquisitions and entry into the Miami-Dade market, we are raising our 2006 adjusted EBITDA guidance to $77.0 million to $80.0 million from our previously provided guidance of $70.0 million to $75.0 million.”

Additionally, Mr. Sutherland-Yoest stated, “With the Florida and Arizona transaction now announced, our next focus is refinancing the Kelso preferred, and we expect to make an announcement on our specific plans very shortly. Our options under consideration include a public equity offering, additional debt and Kelso converting a portion of its preferred into common equity. The Kelso preferred was put in place to acquire the JED landfill. Today, JED is our most important asset and it is the key to our organic growth as we continue to penetrate the Central and South Florida market place.”

*Reconciliation of Non-GAAP Measures:

The following table reconciles the differences between net loss, as determined under US GAAP, and EBITDA, a non-GAAP financial measure (in thousands) (unaudited):

	For The Three Months						For The Six Months
	Ended June 30,						Ended June 30,
	2006			2005			2006			2005
Net loss	$	(11,074	)	$	(14,514	)	$	(29,839	)	$	(28,781	)
Income tax provision, continuing operations		3,222			2,871			4,051			5,046
Income tax provision, discontinued operations		146			142			289			284
Preferred stock dividends and amortization of issue costs		4,841			5,114			10,537			9,956
Interest expense		7,825			7,173			14,880			13,998
Depreciation, depletion and amortization, continuing operations		10,153			10,039			19,870			19,056
Depreciation, depletion and amortization, discontinued operations		675			560			1,295			1,092
EBITDA (1)	$	15,788		$	11,385		$	21,083		$	20,651

The following table reconciles the differences between EBITDA and Adjusted EBITDA, as defined in our credit agreement, for the three and six months ended June 30, 2006 and 2005 (in thousands) (unaudited):

	For The Three Months				For The Six Months
	Ended June 30,				Ended June 30,
	2006		2005		2006		2005
EBITDA(1)	$	15,788	$	11,385	$	21,083	$	20,651
Adjustments to EBITDA (as defined per credit agreement):
Non-cash items(2)		2,686		595		9,264		1,125
Other excludable expenses(3)		1,729		1,336		3,380		2,233
Adjusted EBITDA(3)	$	20,203	$	13,316	$	33,727	$	24,009

(1)	EBITDA and EBITDA as defined in our credit agreement (“Adjusted EBITDA”) are non-GAAP measures used by management to measure performance. We also believe that EBITDA and Adjusted EBITDA may be used by certain investors to analyze and compare our operating performance between accounting periods and against the operating results of other companies that have different financing and capital structures or tax rates and to measure our ability to service our debt. In addition, management uses EBITDA, among other things, as an internal performance measure. Our lenders also use Adjusted EBITDA to measure our ability to service and/or incur additional indebtedness under our credit facilities. However, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows or other financial statement data prepared in accordance with US GAAP or as a measure of our performance, profitability or liquidity. EBITDA and Adjusted EBITDA are not calculated under US GAAP and therefore are not necessarily comparable to similarly titled measures of other companies.
(2)	Non-cash items primarily include impairment of deferred acquisition costs, stock-based compensation expense and gains and losses on foreign exchange and asset sales.
(3)	Other excludable expenses include professional fees for certain litigation, severance and other non-recurring costs.

We will host an investor and analyst conference call on Wednesday, July 26, 2006 at 8:30 a.m. (EDT) to discuss the results of today’s earnings announcement. If you wish to participate in this call, please phone 866-362-4832 (US and Canada) or 617-597-5364 (International) and enter passcode number 19434271. To hear a web cast of the call over the Internet, access the Home page of our website at http://www.wasteservicesinc.com. A post-view of the call will be available until August 9, 2006 by phoning 888-286-8010 (US and Canada) or 617-801-6888 (International) and entering passcode number 78276756. The web cast will also be available on our website.

# # #

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, 2005. 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.

This release does not constitute an offer to sell or the solicitation of any offer to buy any securities. The company’s securities may not be offered or sold in the United States absent a registration or applicable exemption from registration requirements under applicable state and federal securities laws.

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 website is located at http://www.wasteservicesinc.com. Information on the company’s website does not form part of this press release.

For information contact:

Mark A. Pytosh
Executive Vice President and Chief Financial Officer
561-237-3420

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Revenue	$	101,587		$	88,853		$	190,147		$	171,760
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		70,000			64,515			132,378			124,816
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		14,363			13,371			29,600			27,587
Impairment of deferred acquisition costs		—			—			5,612			—
Depreciation, depletion and amortization		10,153			10,039			19,870			19,056
Foreign exchange gain and other		2,247			1			2,166			(184	)
Income from operations		4,824			927			521			485
Interest expense		7,825			7,173			14,880			13,998
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		4,841			5,114			10,537			9,956
Loss from continuing operations before income taxes		(7,842	)		(11,360	)		(24,896	)		(23,469	)
Income tax provision		3,222			2,871			4,051			5,046
Net loss from continuing operations		(11,064	)		(14,231	)		(28,947	)		(28,515	)
Net loss from discontinued operations, net of income taxes		(10	)		(283	)		(892	)		(266	)
Net loss	$	(11,074	)	$	(14,514	)	$	(29,839	)	$	(28,781	)
Basic and diluted loss per share:
Loss per share — continuing operations	$	(0.32	)	$	(0.43	)	$	(0.86	)	$	(0.87	)
Loss per share — discontinued operations		—			(0.01	)		(0.02	)		(0.01	)
Basic and diluted loss per share	$	(0.32	)	$	(0.44	)	$	(0.88	)	$	(0.88	)
Weighted average common shares outstanding — basic and diluted		34,130			33,025			33,756			32,615

WASTE SERVICES, INC.
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW DATA
(In thousands)

	June 30,		December 31,
	2006		2005
Balance Sheet Data:
Cash	$	2,740	$	8,886
Current assets	$	68,456	$	69,582
Total assets	$	788,059	$	728,389
Current liabilities	$	77,372	$	68,216
Debt:
Senior secured credit facilities:
Revolver	$	8,000	$	—
Term loan		145,630		123,250
Senior subordinated notes		160,000		160,000
Other notes		3,267		2,965
Total debt	$	316,897	$	286,215
Redeemable preferred stock	$	95,128	$	84,971
Shareholders’ equity	$	269,339	$	264,491

Cash Flow Data from Continuing Operations:

	Six Months Ended June 30,
	2006			2005
Cash flows from operating activities	$	17,471		$	10,009
Cash flows from investing activities	$	(52,964	)	$	(20,392	)
Cash flows from financing activities	$	29,107		$	6,816
Capital expenditures	$	25,514		$	16,544