Waste Services, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2007


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: 000-25955

Waste Services, Inc.

(Exact name of registrant as specified in its charter)


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

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

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

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. Yes þ No o

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 filer o Accelerated Filer þ Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at April 23, 2007 was 45,972,748 (assuming exchange of 6,307,862 exchangeable shares of Waste Services (CA) Inc. not owned by Capital Environmental Holdings Company for 2,102,620 shares of the registrant’s common stock).

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WASTE SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)


	March 31,			December 31,
	2007			2006
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	7,520		$	8,532
Accounts receivable (net of allowance for doubtful accounts of $531 and $574 as of March 31, 2007 and December 31 2006, respectively)		57,455			52,461
Prepaid expenses and other current assets		8,144			6,256
Current assets of discontinued operations		—			3,870


Total current assets		73,119			71,119

Property and equipment, net		159,871			145,318
Landfill sites, net		235,696			237,338
Goodwill and other intangible assets, net		402,111			350,035
Other assets		21,001			10,667
Non-current assets of discontinued operations		—			50,586


Total assets	$	891,798		$	865,063


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	23,371		$	24,033
Accrued expenses and other current liabilities		62,725			54,476
Short-term financing and current portion of long-term debt		2,746			3,975
Current liabilities of discontinued operations		—			3,874

Total current liabilities		88,842			86,358
Long-term debt		431,024			406,113
Accrued closure, post-closure and other obligations		34,322			32,899
Non-current liabilities of discontinued operations		—			336


Total liabilities		554,188			525,706


Shareholders’ equity:
Common stock $0.01 par value: 166,666,666 shares authorized, 43,870,128 and 43,868,606 shares issued and outstanding as of March 31, 2007 and December 31, 2006, respectively		438			438
Additional paid-in capital		507,079			506,751
Accumulated other comprehensive income		36,799			35,201
Accumulated deficit		(206,706	)		(203,033	)


Total shareholders’ equity		337,610			339,357


Total liabilities and shareholders’ equity	$	891,798		$	865,063

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

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)


	Three Months Ended March 31,
	2007			2006
Revenue	$	103,272		$	88,560

Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		68,077			62,378
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		14,950			15,237
Deferred acquisition costs		—			5,612
Depreciation, depletion and amortization		12,593			9,717
Foreign exchange gain and other		(423	)		(81	)

Income (loss) from operations		8,075			(4,303	)
Interest expense		9,745			7,057
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		—			5,697

Loss from continuing operations before income taxes		(1,670	)		(17,057	)
Income tax provision		1,737			969

Net loss from continuing operations		(3,407	)		(18,026	)
Net loss from discontinued operations		(1,204	)		(739	)
Gain on sale of discontinued operations		938			—

Net loss	$	(3,673	)	$	(18,765	)


Basic and diluted loss per share:
Loss per share — continuing operations		(0.07	)		(0.54	)
Loss per share — discontinued operations		(0.01	)		(0.02	)

Loss per share — basic and diluted	$	(0.08	)	$	(0.56	)


Weighted average common shares outstanding — basic and diluted		45,972			33,377

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

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)


	Three Months Ended March 31,
	2007			2006
Cash flows from operating activities:
Net loss	$	(3,673	)	$	(18,765	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Net loss from discontinued operations		266			739
Depreciation, depletion and amortization		12,593			9,717
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		—			5,697
Amortization of debt issue costs		485			388
Deferred income tax provision (benefit)		227			858
Non-cash stock-based compensation expense		323			1,048
Deferred acquisition costs expensed		—			5,612
Other non-cash items		207			195
Changes in operating assets and liabilities (excluding the effects of acquisitions):
Accounts receivable		2,715			2,362
Prepaid expenses and other current assets		(813	)		(761	)
Accounts payable		(1,481	)		(155	)
Accrued expenses and other current liabilities		301			3,483

Net cash provided by continuing operations		11,150			10,418
Net cash provided by discontinued operations		774			675

Net cash provided by operating activities		11,924			11,093


Cash flows from investing activities:
Cash used in business combinations and significant asset acquisitions, net of cash acquired		(15,312	)		—
Capital expenditures		(9,024	)		(12,347	)
Proceeds from asset sales and business divestitures		140			371
Deposits for business acquisitions and other		(11,646	)		(3,555	)

Net cash used in continuing operations		(35,842	)		(15,531	)
Net cash used in discontinued operations		(819	)		(2,036	)

Net cash used in investing activities		(36,661	)		(17,567	)


Cash flows from financing activities:
Proceeds from issuance of debt and draw on revolving credit facility		26,000			1,000
Principal repayments of debt and capital lease obligations		(2,318	)		(1,484	)
Proceeds from the exercise of options and warrants		5			84

Cash provided by (used in) financing activities — continuing operations		23,687			(400	)


Effect of exchange rate changes on cash and cash equivalents		38			5

Decrease in cash and cash equivalents		(1,012	)		(6,869	)
Cash and cash equivalents at the beginning of the period		8,532			8,886

Cash and cash equivalents at the end of the period	$	7,520		$	2,017

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

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization of Business and Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Waste Services, Inc. (“Waste Services”) and its wholly owned subsidiaries (collectively, “we”, “us”, or “our”). We are a multi-regional, integrated solid waste services company, providing collection, transfer, landfill disposal and recycling services for commercial, industrial and residential customers. Our operating strategy is disposal-based, whereby we enter geographic markets with attractive growth or positive competitive characteristics by acquiring and developing landfill disposal capacity, then acquiring and developing waste collection and transfer operations. Our operations are located in the United States and Canada. Our U.S. operations are located in Florida and Texas and our Canadian operations are located in Eastern Canada (Ontario) and Western Canada (Alberta, Saskatchewan and British Columbia). In March 2007 we divested our Arizona operations and as such our Arizona operations are presented as discontinued.

These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. All significant intercompany transactions and accounts have been eliminated. All figures are presented in thousands of U.S. dollars, except share and per share data, or except where expressly stated as being in Canadian dollars (“C$”) or in millions. Certain information related to our organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States has been condensed or omitted. The accounting policies followed in the preparation of these unaudited condensed consolidated financial statements are consistent with those followed in our annual consolidated financial statements for the year ended December 31, 2006, as filed on Form 10-K. In the opinion of management, these unaudited condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to fairly state our financial position, results of operations and cash flows for the periods presented and the presentations and disclosures herein are adequate when read in conjunction with our Form 10-K for the year ended December 31, 2006. Income taxes during these interim periods have been provided based upon our anticipated annual effective income tax rate. Certain reclassifications have been made to the prior period financial statement amounts to conform to the current presentation. Due to the seasonal nature of our business, operating results for interim periods are not necessarily indicative of the results for full years.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for doubtful accounts, depletion of landfill development costs, goodwill and other intangible assets, liabilities for landfill capping, closure and post-closure obligations, insurance reserves, liabilities for potential litigation and deferred taxes.

A portion of our operations is domiciled in Canada. For each reporting period we translate the results of operations and financial condition of our Canadian operations into U.S. dollars, in accordance with SFAS No. 52, “Foreign Currency Translation” (“SFAS 52”). Therefore, the reported results of our operations and financial condition are subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the Canadian dollar strengthens against the U.S. dollar, revenue is favorably affected and conversely expenses are unfavorably affected. Assets and liabilities of our Canadian operations are translated from Canadian dollars into U.S. dollars at the exchange rates in effect at the relevant balance sheet dates, and revenue and expenses of Canadian operations are translated from Canadian dollars into U.S. dollars at the average exchange rates prevailing during the period. Unrealized gains and losses on translation of the Canadian operations into U.S. dollars are reported as a separate component of shareholders’ equity and are included in comprehensive loss. Separately, monetary assets and liabilities, as well as intercompany receivables, denominated in U.S. dollars held by our Canadian operations are re-measured from U.S. dollars into Canadian dollars and then translated into U.S. dollars. The effects of re-measurement are reported currently as a component of net income (loss). Currently, we do not hedge our exposure to changes in foreign exchange rates.

On June 30, 2006, we effected a reverse one for three split of our common stock. As a result of the reverse split, each holder of three outstanding shares of common stock received one share of common stock. No fractional shares of common stock were issuable in connection with the reverse stock split. In lieu of such fractional shares, stockholders received a cash payment equal to the product obtained by multiplying the fraction of common stock by $9.15. Corresponding amendments have been made to the exchangeable shares of Waste Services (CA) Inc., so that each one exchangeable share entitles the holder to one-third of one share of our common stock, without regard to any fractional shares. The reverse split has been retroactively applied to all applicable information to the earliest period presented.

Basic earnings (loss) per share is calculated by dividing income (loss) by the weighted average number of common shares outstanding for the period, including exchangeable shares of Waste Services (CA) not owned by us on an as exchanged basis. Diluted

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Contined)

earnings (loss) per share is calculated based on the weighted average shares of common stock outstanding, including the exchangeable shares, during the period plus the dilutive effect of common stock purchase warrants and stock options using the treasury stock method. Contingently issuable shares are included in the computation of basic earnings (loss) per share when issuance of the shares is no longer contingent. Due to the net losses for the three months ended March 31, 2007 and 2006, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. Basic and diluted earnings (loss) per share have been retroactively restated to reflect the one for three split to the earliest period presented.

Potentially dilutive securities not included in the diluted loss per share calculation, due to net losses, are as follows, giving effect to the reverse one for three split to the earliest period presented (unaudited) (in thousands):


	Three months ended March 31,
	2007		2006
Common Shares issuable under exercisable options		21		2
Common Shares issuable under exercisable warrants		596		302

Dilutive securities		617		304

For purposes of computing net income (loss) per common share – basic and diluted, for the three months ended March 31, 2007 and 2006, the weighted average number of shares of common stock outstanding includes the effect of 6,307,862 and 6,326,882 exchangeable shares of Waste Services (CA), respectively, (exchangeable for 2,102,620 and 2,108,960 shares of our common stock, respectively), as if they were shares of our outstanding common stock from July 31, 2004, the date our migration transaction was completed.

2. Adopted Accounting

In July 2006, the FASB issued SFAS Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of SFAS Statement No. 109” (“FIN 48”), and effective January 1, 2007, we adopted FIN 48. FIN 48 applies to all “tax positions” accounted for under SFAS 109. FIN 48 refers to “tax positions” as positions taken in a previously filed tax return or positions expected to be taken in a future tax return which are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. FIN 48 further clarifies a tax position to include, but not limited to, the following:

	•		an allocation or a shift of income between taxing jurisdictions,

	•		the characterization of income or a decision to exclude reporting taxable income in a tax return, or

	•		a decision to classify a transaction, entity, or other position in a tax return as tax exempt.

FIN 48 clarifies that a tax benefit may be reflected in the financial statements only if it is “more likely than not” that a company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it should be measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. This is a change from occurring practice, whereby companies may recognize a tax benefit only if it is probable a tax position will be sustained.

FIN 48 also requires that we make qualitative and quantitative disclosures, including a discussion of reasonably possible changes that might occur in unrecognized tax benefits over the next 12 months; a description of open tax years by major jurisdictions and a roll-forward of all unrecognized tax benefits, presented as a reconciliation of the beginning and ending balances of the unrecognized tax benefits on an aggregated basis.

We are subject to tax audits in the U.S. and Canada. Tax audits by their very nature are often complex and can require several years to complete. Information relating to our tax examinations by jurisdiction is as follows:

	•		Federal — We are subject to U.S. federal tax examinations by tax authorities for the tax years ended 2003 to 2006.

	•		State — We are subject to state tax examinations by tax authorities for the tax years ended 2003 to 2006.

	•		Canada — We are no longer subject to foreign tax examinations by tax authorities for years before 1999.

The adoption of FIN 48 did not have a material impact on our financial statements or disclosures. As of January 1, 2007 and March 31, 2007 we did not recognize any assets or liabilities for unrecognized tax benefits relative to uncertain tax positions. We do not currently anticipate that any significant increase or decrease to the gross unrecognized tax benefits will be recorded during the next

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

12 months. Any interest or penalties resulting from examinations will continue to be recognized as a component of the income tax provision, however, since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued interest and penalties.

3. Discontinued Operations

In March 2007 we completed transactions to acquire Allied Waste Industries, Inc’s. (“Allied Waste”) South Florida operations and to sell our Arizona operations to Allied Waste. Accordingly, we have presented the net assets and operations of our Arizona operations as discontinued operations for all periods presented. Revenue from discontinued operations was $5.6 million and $7.0 million for the three months ended March 31, 2007 and 2006, respectively. Net loss from discontinued operations was $1.2 million and $0.7 million for the three months ended March 31, 2007 and 2006, respectively. In March 2007, we recognized a pre-tax gain on disposal of $0.9 million. No income tax benefit or provision has been attributed to discontinued operations for each period presented.

Net assets related to our discontinued operations as at December 31, 2006 are as follows:


Accounts receivable	$	3,418
Prepaid expenses and other current assets		452

Current assets of discontinued operations		3,870

Property and equipment		11,803
Landfill sites		17,229
Goodwill and other intangible assets		21,433
Other assets		121


Non-current assets of discontinued operations		50,586


Total assets of discontinued operations	$	54,456


Accounts payable	$	356
Accrued expenses and other current liabilities		3,518


Current liabilities of discontinued operations		3,874


Accrued closure, post closure and other obligations		336


Non-current liabilities of discontinued operations		336


Total liabilities of discontinued operations	$	4,210


Net assets of discontinued operations	$	50,246

4. Share-Based Payments

Stock based compensation expense was $0.3 million and $1.0 million, for the three months ended March 31, 2007 and 2006, respectively. During the three months ended March 31, 2007 and 2006, we granted options to purchase 816,500 shares of our common stock and 55,000 shares of our common stock, respectively, to certain employees with option exercise prices equal to the market value of our common stock on the date immediately preceding the grant date. The weighted-average grant-date fair value of these option grants was $5.93 and $3.12, for the three months ended March 31, 2007 and 2006 respectively. The fair value of options granted is estimated using the Black-Scholes option pricing model using the following assumptions:


	Three months ended March 31,
	2007			2006
Annual dividend yield		—			—
Weighted-average expected life (years)		3.0			3.0
Risk-free interest rate		4.54	%		4.83	%
Expected volatility		92	%		38	%

Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for the most recent three years. We believe this method produces an estimate that is representative of our expectations of the future

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

volatility over the expected term of our options. We currently have no reason to believe future volatility over the expected life of these options is likely to differ materially from historical volatility. The weighted-average expected life is based upon share option exercises, pre and post vesting terminations and share option term expiration. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant.

SFAS 123(R) requires the estimation of forfeitures when recognizing compensation expense and that this estimate of forfeitures be adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change and which impacts the amount of unamortized compensation expense to be recognized in future periods.

During the three months ended March 31, 2007, no employee options were exercised, 125,832 options were forfeited and 67,327 options expired. During the three months ended March 31, 2006, 28,500 options were forfeited and 2,166 options expired. As of March 31, 2007, $4.2 million of total unrecognized compensation cost related to employee stock options is expected to be recognized over a weighted average period of approximately 2.0 years.

5. Business Combinations and Significant Asset Acquisitions

We believe the primary value of an acquisition is the opportunities made available to vertically integrate operations or increase market presence within a geographic market.

In March 2007, we completed transactions to acquire Allied Waste’s South Florida operations and to sell our Arizona operations to Allied Waste. The South Florida operations consist of a collection company, a transfer station and a materials recovery facility, all providing service to Miami-Dade County. Details of the net assets acquired and cash used in the acquisition of Allied Waste’s South Florida operations are as follows (unaudited):


Purchase price:
Cash	$	15,392
Sale of assets to Allied Waste		52,497

Total purchase price		67,889

Allocated as follows:
Working capital assumed:
Cash and cash equivalents		1
Accounts receivable		7,501
Prepaid expenses and other current assets		290
Accrued expenses and other current liabilities		(4,156	)

Net working capital		3,636
Property and equipment		12,709

Net book value of assets acquired and liabilities assumed		16,345
Excess purchase price to be allocated	$	51,544

Allocated as follows:
Goodwill	$	20,532
Other intangible assets		31,012

Total allocated	$	51,544

The above table includes acquisition costs of $0.1 million which were paid during 2006 and capitalized to the cost of the acquisition during 2007. We expect goodwill generated from these acquisitions to be deductible for income tax purposes.

The purchase price allocations are considered preliminary until we have obtained all required information to complete the allocation. Although the time required to obtain the necessary information will vary with circumstances specific to an individual acquisition, the “allocation period” for finalizing purchase price allocations generally does not exceed one year from the date of consummation of an acquisition. Adjustments to the allocation of purchase price may decrease those amounts allocated to goodwill and, as such, may increase those amounts allocated to other tangible or intangible assets, which may result in higher depreciation or amortization expense in future periods. Assets acquired in a business combination that will be sold are valued at fair value less cost to sell. Results of operating these assets are recognized currently in the period in which those operations occur. The value of shares

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

issued in connection with an acquisition is based upon the average market price of our common stock during the five day period consisting of the period two days before, the day of and the two days after the terms of the acquisition are agreed to and/or announced. Contingent consideration is valued as of the date the contingency is resolved.

The following unaudited pro forma information shows the results of our operations for the three months ended March 31, 2007 and 2006 as if acquisitions completed in 2007 and 2006 had occurred at the beginning of the respective periods (in thousands except per share amounts):


	Three Months Ended March 31,
	2007			2006
Revenue	$	119,146		$	118,492

Net loss attributable to common shareholders	$	(2,179	)	$	(17,070	)

Basic and diluted net loss per Common Share	$	(0.05	)	$	(0.47	)

Basic and diluted pro forma weighted average number of common shares outstanding		45,972			36,260

These unaudited pro forma condensed consolidated results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions taken place as of the beginning of the respective periods, or of the results of our future operations. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the acquisitions.

In January 2007, we entered into definitive agreements to indirectly acquire a roll-off collection and transfer operation, a transfer station development project and a landfill development project, all in southwest Florida, for an aggregate purchase price of $51.2 million in cash. Of the total $51.2 million purchase price, $10.0 million is contingent upon the receipt of certain operating permits and $19.5 million is due and payable at the earlier of the receipt of all operating permits for the landfill site, or July 29, 2008. The existing transfer station is permitted to accept construction and demolition waste volume, and we expect to internalize this additional volume to our southwest Florida landfill site acquired in December 2006. In April 2007, we consummated the transactions to acquire the roll-off collection, transfer operation and the transfer station development project.

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	March 31,		December 31,
	2007		2006
	(Unaudited)
Prepaid expenses	$	3,220	$	2,991
Parts and supplies		1,914		1,720
Other current assets		3,010		1,545


	$	8,144	$	6,256

7. Property and Equipment

Property and equipment consist of the following:


	March 31,			December 31,
	2007			2006
	(Unaudited)
Land and buildings	$	41,718		$	35,275
Vehicles		124,143			116,747
Containers, compactors and landfill and recycling equipment		82,731			75,935
Furniture, fixtures, other office equipment and leasehold improvements		10,591			10,288

Total property and equipment		259,183			238,245
Less: Accumulated depreciation		(99,312	)		(92,927	)

Property and equipment, net	$	159,871		$	145,318

8. Landfill Sites, Accrued Closure, Post-Closure and Other Obligations

Landfill Sites

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Landfill sites consist of the following:


	March 31,			December 31,
	2007			2006
	(Unaudited)
Landfill sites	$	287,607		$	284,315
Less: Accumulated depletion		(51,911	)		(46,977	)

Landfill sites, net	$	235,696		$	237,338

The changes in landfill sites for the three months ended March 31, 2007 and 2006 are as follows (unaudited):


	2007			2006
Balance at the beginning of the period	$	237,338		$	156,498
Landfill site construction costs		3,131			4,646
Reclassification to conservatory		(1,029	)		—
Additional asset retirement obligations		806			421
Depletion		(4,690	)		(3,266	)
Effect of foreign exchange rate fluctuations		140			(41	)

Balance at the end of the period	$	235,696		$	158,258

Accrued Closure, Post-Closure and Other Obligations

Accrued closure, post-closure and other obligations consist of the following:


	March 31,		December 31,
	2007		2006
	(Unaudited)
Accrued closure and post-closure obligations	$	11,010	$	9,941
Deferred income tax liability		22,671		22,322
Capital lease obligations		172		186
Other obligations		469		450

	$	34,322	$	32,899

Accrued closure and post-closure obligations include costs associated with obligations for closure and post-closure of our landfills. The anticipated timeframe for paying these costs varies based on the remaining useful life of each landfill as well as the duration of the post-closure monitoring period. The changes in accrued closure and post-closure obligations for the three months ended March 31, 2007 and 2006 are as follows (unaudited):


	2007			2006
Current portion at the beginning of period	$	6,258		$	—
Long-term portion at the beginning of period		9,941			9,074

Balance at the beginning of period		16,199			9,074
Additional asset retirement obligations		806			421
Accretion		196			186
Payments		(599	)		—
Effect of foreign exchange rate fluctuations		67			(28	)

Balance at the end of period		16,669			9,653
Less: Current portion		(5,659	)		—

Long-term portion	$	11,010		$	9,653

9. Goodwill and Other Intangible Assets

Goodwill and other intangible assets consist of the following:

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


	March 31,			December 31,
	2007			2006
	(Unaudited)
Other intangible assets subject to amortization:
Customer relationships and contracts	$	75,007		$	43,964
Non-competition agreements and other		3,706			3,694

		78,713			47,658
Less: Accumulated amortization:
Customer relationships and contracts		(18,366	)		(17,080	)
Non-competition agreements and other		(2,582	)		(2,435	)

Other intangible assets subject to amortization, net		57,765			28,143
Goodwill		344,346			321,892

Goodwill and other intangible assets, net	$	402,111		$	350,035

The changes in goodwill for the three months ended March 31, 2007 and 2006 are as follows (unaudited):


	Three Months Ended March 31, 2007
	Florida		Canada		Total
Balance at the beginning of the period	$	235,044	$	86,848	$	321,892
Acquisitions		20,532		—		20,532
Purchase price allocation adjustments for prior acquisitions		1,051		61		1,112
Effect of foreign exchange rate fluctuations		—		810		810

Balance at the end of the period	$	256,627	$	87,719	$	344,346


	Three Months Ended March 31, 2006
	Florida		Canada			Total
Balance at the beginning of the period	$	199,377	$	84,869		$	284,246
Effect of foreign exchange rate fluctuations		—		(355	)		(355	)

Balance at the end of the period	$	199,377	$	84,514		$	283,891

10. Other Assets

Other assets consist of the following:


	March 31,		December 31,
	2007		2006
	(Unaudited)
Debt issue costs, net of accumulated amortization of $4,337 and $3,853 as of March 31, 2007 and December 31, 2006, respectively	$	8,669	$	9,060
Acquisition deposits and deferred acquisition costs		11,063		1,048
Other assets		1,269		559

	$	21,001	$	10,667

11. Debt

Debt consists of the following:

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


	March 31,			December 31,
	2007			2006
	(Unaudited)
Senior Secured Credit Facilities:
Revolving credit facility, floating rate at 10.3% as of March 31, 2007	$	26,000		$	—
Term loan facility, floating interest rate at 8.1% as of March 31, 2007 and 10.0% (adjusted to 8.1% in January 2007) as of December 31, 2006, due $613 per quarter to March 2010, $59,322 per quarter thereafter, due March 2011		244,647			245,260
Senior Subordinated Notes, fixed interest rate at 9.5%, due 2014		160,000			160,000
Other secured notes payable, interest at 4.3% to 4.5%, due through 2025		383			2,041
Other subordinated notes payable, interest at 6.7%, due through 2017		2,740			2,787

		433,770			410,088
Less: Current portion		(2,746	)		(3,975	)

Long-term portion	$	431,024		$	406,113

Senior Secured Credit Facilities

Our Senior Secured Credit Facilities (the “Credit Facilities”) are governed by our Second Amended and Restated Credit Agreement, entered into on December 28, 2006, with Lehman Brothers Inc. as Arranger and the other lenders named therein. The Credit Facilities consist of a revolving credit facility in the amount of $60.0 million, up to $15.0 million of which is available to our Canadian operations, and a term loan facility in the amount of $245.3 million. The revolver commitments terminate on April 30, 2009 and the term loans mature in specified quarterly installments through March 31, 2011. The Credit Facilities bear interest based upon a spread over base rate or Eurodollar loans, as defined, at our option. The Credit Facilities are secured by substantially all of the assets of our U.S. restricted subsidiaries. Our Canadian operations guarantee and pledge all of their assets only in support of the portion of the revolving credit facility available to them. Separately, 65% of the common shares of Waste Services’ first tier foreign subsidiaries, including Waste Services (CA), are pledged to secure obligations under the Credit Facilities. As of March 31, 2007, there was $26.0 million outstanding on the revolving credit facility and $23.6 million of capacity was used to support outstanding letters of credit. As of April 24, 2007, there were no amounts outstanding on the revolving credit facility, while $24.4 million of capacity was used to support outstanding letters of credit.

In April 2007, we entered into an amendment to the credit agreement with the administrative agent for the lenders. The amendment increased the term loans outstanding by an additional $50.0 million to $294.6 million in total, reduced the current interest rate on the term loans by 25 basis points to LIBOR plus 2.50% and provided for certain other modifications.

Our Credit Facilities, as amended, contain certain financial and other covenants that restrict our ability to, among other things, make capital expenditures, incur indebtedness, incur liens, dispose of property, repay debt, pay dividends, repurchase shares and make certain acquisitions. Our financial covenants include: (i) minimum consolidated interest coverage; (ii) maximum total leverage; and (iii) maximum senior secured leverage. The covenants and restrictions limit the manner in which we conduct our operations and could adversely affect our ability to raise additional capital. As of March 31, 2007, we are in compliance with the financial covenants, as amended, and we expect to continue to be in compliance in future periods.

Senior Subordinated Notes

On April 30, 2004, we completed a private offering of 9 ¹/2% Senior Subordinated Notes (“Subordinated Notes”) due 2014 for gross proceeds of $160.0 million. The Subordinated Notes mature on April 15, 2014. Interest on the Subordinated Notes is payable semiannually on October 15 and April 15. The Subordinated Notes are redeemable, in whole or in part, at our option, on or after April 15, 2009, at a redemption price of 104.75% of the principal amount, declining ratably in annual increments to par on or after April 15, 2012, together with accrued interest to the redemption date. Upon a change of control, as such term is defined in the Indenture, we are required to offer to repurchase all the Subordinated Notes at 101.0% of the principal amount, together with accrued interest and liquidated damages, if any, and obtain the consent of our senior lenders to such payment or repay indebtedness under our Credit Facilities.

The Subordinated Notes are unsecured and are subordinate to our existing and future senior secured indebtedness, including our Credit Facilities, structurally subordinated to existing and future indebtedness of our non-guarantor subsidiaries, rank equally with any unsecured senior subordinated indebtedness and senior to our existing and future subordinated indebtedness. Our obligations with respect to the Subordinated Notes, including principal, interest, premium, if any, and liquidated damages, if any, are fully and

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

unconditionally guaranteed on an unsecured, senior subordinated basis by all of our existing and future domestic restricted subsidiaries. The Canadian operations are not guarantors under the Subordinated Notes.

The Subordinated Notes contain certain covenants that, in certain circumstances and subject to certain limitations and qualifications, restrict, among other things (i) the incurrence of additional debt; (ii) the payment of dividends and repurchases of stock; (iii) the issuance of preferred stock and the issuance of stock of our subsidiaries; (iv) certain investments; (v) transactions with affiliates; and (vi) certain sales of assets.

12. Cumulative Mandatorily Redeemable Preferred Stock

In May 2003, we issued 55,000 shares of redeemable Preferred Stock (the “Preferred Stock”) to Kelso Investment Associates VI, L.P. and KEP VI, LLC (collectively “Kelso”), pursuant to the terms of an agreement dated as of May 6, 2003, as amended in February 2004, (the “Subscription Agreement”), at a price of $1,000 per share. We also issued to Kelso warrants to purchase 2,383,333 shares of our common stock for $9.00 per share. The warrants had an allocated value of $14.8 million and are classified as a component of equity. The warrants are exercisable at any time until May 6, 2010. The issuance of the Preferred Stock resulted in proceeds of approximately $49.5 million, net of fees of approximately $5.5 million. The shares of Preferred Stock were non-voting and entitled the holders to cash dividends of 17.75% per annum compounding and accruing quarterly in arrears.

In December 2006, we exchanged and/or redeemed the outstanding shares of Preferred Stock through the proceeds of a private placement of our common shares. The liquidation preference on the date of redemption approximated $103.1 million. A portion of the redemption was funded by an exchange and redemption agreement with Kelso pursuant to which we agreed, through a private placement, to issue 2,894,737 shares of common stock to Kelso, at a price of $9.50 per share, in exchange for shares of our Preferred Stock in an amount equal to $27.5 million.

13. Commitments and Contingencies

Environmental Risks

We are subject to liability for environmental damage that our solid waste facilities may cause, including damage to neighboring landowners or residents, particularly as a result of the contamination of soil, groundwater or surface water, including damage resulting from conditions existing prior to our acquisition of such facilities. Pollutants or hazardous substances whose transportation, treatment, or disposal was arranged by us or our predecessors, may also subject us to liability for any off-site environmental contamination caused by these pollutants or hazardous substances.

Any substantial liability for environmental damage incurred by us could have a material adverse effect on our financial condition, results of operations or cash flows. As of the date of these condensed consolidated financial statements, we estimate the range of reasonably possible losses related to environmental matters to be insignificant and we are not aware of any such environmental liabilities that would be material to our operations or financial condition.

Legal Proceedings

In the normal course of our business and as a result of the extensive governmental regulation of the solid waste industry, we may periodically become subject to various judicial and administrative proceedings involving federal, provincial, state or local agencies. In these proceedings, an agency may seek to impose fines on us or revoke or deny renewal of an operating permit or license held by us. From time to time, we may also be subject to actions brought by citizens’ groups, adjacent landowners or residents in connection with the permitting and licensing of transfer stations and landfills or allegations related to environmental damage or violations of the permits and licenses pursuant to which we operate. In addition, we may become party to various claims and suits 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.

In March 2005, we filed a Complaint against Waste Management, Inc. (“Waste Management”) in the United States District Court in the Middle District of Florida (Orlando). The Complaint alleges that Waste Management sought to prevent us from establishing ourselves as an effective competitor to Waste Management in the State of Florida, by tortiously interfering with our business relationships and committing antitrust violations under both federal and Florida law. We are seeking in excess of $25.0 million in damages against Waste Management. If we are successful in our suit under antitrust laws, Waste Management would be liable for treble damages, or in excess of $75.0 million. On February 9, 2007, the Court granted summary judgment dismissing all of our claims. We have appealed this judgment.

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

No provision has been made in these financial statements for the above matter. We do not currently believe that the possible losses in respect to other litigation matters would have a material adverse impact on our business, financial condition, results of operations or cash flows.

Surety Bonds, Letters of Credit and Insurance

Municipal solid waste service contracts and permits and licenses to operate transfer stations, landfills and recycling facilities may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance. As of March 31, 2007 and December 31, 2006, we had provided customers, our insurers and various regulatory authorities with such bonds and letters of credit amounting to approximately $79.8 million and $74.6 million, respectively, to collateralize our obligations.

Our domestic based automobile, general liability and workers’ compensation insurance coverage is subject to certain deductible limits. We retain up to $0.5 million and $0.25 million of risk per claim, plus claims handling expense under our workers’ compensation and our auto and general liability insurance programs, respectively. Claims in excess of such deductible levels are fully insured subject to our policy limits. However, we have a limited claims history for our U.S. operations and it is reasonably possible that recorded reserves may not be adequate to cover future payments of claims. Adjustments, if any, to our reserves will be reflected in the period in which the adjustments are known. As of March 31, 2007, and included in the $79.8 million of bonds and letters of credit previously discussed, we have posted a letter of credit with our U.S. insurer of approximately $9.3 million to secure the liability for losses within the deductible limit.

The changes in insurance reserves for our U.S. operations for the three months ended March 31, 2007 and 2006 are as follows (unaudited):


	Three Months Ended March 31,
	2007			2006
Balance at the beginning of the period	$	5,327		$	4,356
Provisions		800			1,289
Payments		(1,141	)		(775	)
Unfavorable (favorable) claim development for prior periods		283			(315	)

Balance at the end of the period	$	5,269		$	4,555

Following the acquisition of Allied Waste’s South Florida operations we expect to be required to post an additional $6.0 million of bonds.

Disposal Agreement

On November 22, 2002, we entered into a Put or Pay Disposal Agreement (the “Disposal Agreement”) with RCI Environment Inc., Centres de Transbordement et de Valorisation Nord Sud Inc., RCM Environnement Inc., collectively the RCI Companies, and Intersan Inc. (“Intersan”), a subsidiary of Waste Management of Canada Corporation (formerly Canadian Waste Services, Inc.), pursuant to which we, together with the RCI Companies, agreed to deliver to certain of Intersan’s landfill sites and transfer stations in Quebec, Canada, over the 5 year period from the date of the Disposal Agreement, 850,000 metric tonnes of waste per year, and for the next 2 years after the expiration of the first 5 year term, 710,000 metric tonnes of waste per year at a fixed disposal rate set out in the Disposal Agreement. If we and the RCI Companies fail to deliver the required tonnage, we are jointly and severally required to pay to Intersan, C$23.67 per metric tonne for every tonne below the required tonnage. If a portion of the annual tonnage commitment is not delivered to a specific site we are also required to pay C$8.00 per metric tonne for every tonne below the site specific allocation. Our obligations to Intersan are secured by a letter of credit for C$4.0 million. The companies within the RCI Group are controlled by a director of ours and/or individuals related to that director.

Concurrent with the Disposal Agreement, we entered into a three-year agreement with Canadian Waste Services, Inc. to allow us to deliver up to 75,000 tons in year one and up to 100,000 tons in years two and three of non-hazardous solid waste to their landfill in Michigan at negotiated fixed rates per ton, which has now expired.

Other Contractual Arrangements

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

From time to time and in the ordinary course of business we may enter into certain acquisitions whereby we will also enter into a royalty agreement. These agreements are usually based upon the amount of waste deposited at our landfill sites or in certain instances our transfer stations. Royalties are expensed as incurred and recognized as a cost of operations.

14. Authorized Capital Stock and Migration Transaction

Total Shares

As of March 31, 2007, we were authorized to issue a total of 171,666,666 shares of capital stock consisting of:

	•		166,666,666 shares of common stock, par value 0.01 per share; and

	•		5,000,000 shares of preferred stock, par value 0.01 per share, of which 100,000 shares have been designated as Series A Preferred Stock and one share has been designated as Special Voting Preferred Stock.

Preferred Stock

The Series A Preferred Stock with a par value of $0.01 per share and a liquidation preference of $1,000.00 per share, have the powers, preferences and other special rights and the qualifications, limitations and restrictions that are set forth in the Certificate of Designations of Series A Preferred Stock as amended. As of March 31, 2007 and December 31, 2006, no shares of Series A Preferred Stock were outstanding. The Special Voting Preferred Stock has the rights, preference, and limitations set forth in the Amended Certificate of Designation of Special Voting Preferred Stock. One share of Special Voting Preferred Stock is presently outstanding.

Migration Transaction

Effective July 31, 2004, we entered into a migration transaction by which our corporate structure was reorganized so that Waste Services became the ultimate parent company of our corporate group. Prior to the migration transaction, we were a subsidiary of Waste Services (CA). After the migration transaction, Waste Services (CA) became our subsidiary.

The migration transaction occurred by way of a plan of arrangement under the Business Corporations Act (Ontario) and consisted primarily of: (i) the exchange of 87,657,035 common shares of Waste Services (CA) for 29,219,011 shares of our common stock; and (ii) the conversion of the remaining 9,229,676 common shares of Waste Services (CA) held by non-U.S. residents who elected to receive exchangeable shares into 9,229,676 exchangeable shares of Waste Services (CA) which are exchangeable into 3,076,558 shares of our common stock. The transaction was approved by the Ontario Superior Court of Justice on July 30, 2004 and by our shareholders at a special meeting held on July 27, 2004.

The terms of the exchangeable shares of Waste Services (CA) are the economic and functional equivalent of our common stock. Holders of exchangeable shares will (i) receive the same dividends as holders of shares of our common stock and (ii) be entitled to vote on the same matters as holders of shares of our common stock. Such voting is accomplished through the one share of Special Voting Preferred Stock held by Computershare Trust Company of Canada as trustee, who will vote on the instructions of the holders of the exchangeable shares (one-third of one vote for each exchangeable share).

Upon the occurrence of certain events, such as the liquidation of Waste Services (CA), or after the redemption date, our Canadian holding company, Capital Environmental Holdings Company will have the right to purchase each exchangeable share for one-third of one share of our common stock, plus all declared and unpaid dividends on the exchangeable share and payment for any fractional shares. Unless certain events occur, such redemption date will not be earlier than December 31, 2016. Holders of exchangeable shares also have the right at any time at their option, to exchange their exchangeable shares for shares of our common stock on the basis of one-third of a share of our common stock for each one exchangeable share.

15. Comprehensive Income (Loss)

Comprehensive income (loss) includes the effects of foreign currency translation. Comprehensive income (loss) for the three months ended March 31, 2007 and 2006 is as follows (unaudited):


	Three Months Ended March 31,
	2007			2006
Net loss	$	(3,673	)	$	(18,765	)
Foreign currency translation adjustment		1,598			(735	)

Comprehensive loss	$	(2,075	)	$	(19,500	)

16. Segment Information

We have determined our operating and reporting segments pursuant to the requirements of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”). In making this determination, we considered our organization/reporting structure and the information used by our chief operating decision makers to make decisions about resource allocation and performance assessment. We are organized along geographic locations or regions within the U.S. and Canada. Our Canadian operations are organized between two regions, Eastern and Western Canada while the U.S. is organized into Florida and Texas. As previously discussed, we have divested of our Arizona operations, as such the results of our Arizona operations are presented as discontinued and are not included in the segment data presented.

We believe our Canadian geographic segments meet the “Aggregation Criteria” set forth in SFAS 131 for the following reasons: (i) these segments are economically similar, (ii) the nature of the service, waste collection and disposal, is the same and transferable across locations; (iii) the type and class of customer is consistent among regions/districts; (iv) the methods used to deliver services are essentially the same (e.g. containers collect waste at market locations and trucks collect and transfer waste to landfills); and (v) the regulatory environment is consistent within Canada. We do not have significant (in volume or dollars) inter-segment related transactions. We have reflected both of our domestic corporate and Canadian corporate offices as “Corporate.”

Summarized financial information concerning our reportable segments for the three months ended March 31, 2007 and 2006 is as follows (unaudited):


	Three Months Ended March 31, 2007
					All Other
	Florida		Canada		Operations		Corporate			Total
Revenue	$	56,512	$	44,801	$	1,959	$	—		$	103,272
Depreciation, depletion and amortization		7,987		3,663		624		319			12,593
Income (loss) from operations		8,219		6,291		160		(6,595	)		8,075
Capital expenditures		3,843		3,644		1,013		524			9,024


	Three Months Ended March 31, 2006
					All Other
	Florida		Canada		Operations			Corporate			Total
Revenue	$	48,393	$	39,091	$	1,076		$	—		$	88,560
Depreciation, depletion and amortization		5,273		3,688		371			385			9,717
Income (loss) from operations		5,504		4,624		(131	)		(14,300	)		(4,303	)
Capital expenditures		7,342		3,523		960			522			12,347

17. Condensed Consolidating Financial Statements

Waste Services is the primary obligor under the Subordinated Notes, however Waste Services has no independent assets or operations, and the guarantees of our domestic restricted subsidiaries are full and unconditional and joint and several with respect to the Subordinated Notes, including principal, interest, premium, if any, and liquidated damages, if any. Presented below are our Condensed Consolidating Balance Sheets as of March 31, 2007 (unaudited) and December 31, 2006 and the related Unaudited Condensed Consolidating Statements of Operations and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2007 and 2006 of our guarantor subsidiaries, our U.S. operating segments (“Guarantors”), and the subsidiaries which are not guarantors, our Canadian operating segments (“Non-guarantors”):

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	March 31, 2007
			Non-
	Guarantors		Guarantors		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	4,297	$	3,223	$	—		$	7,520
Accounts receivable, net		33,096		24,359		—			57,455
Prepaid expenses and other current assets		2,948		5,196		—			8,144

Total current assets		40,341		32,778		—			73,119

Property and equipment, net		90,689		69,182		—			159,871
Landfill sites, net		221,012		14,684		—			235,696
Goodwill and other intangible assets, net		313,407		88,704		—			402,111
Other assets		20,283		718		—			21,001
Due from affiliates		—		1,743		(1,743	)		—
Investment in subsidiary		171,387		—		(171,387	)		—


Total assets	$	857,119	$	207,809	$	(173,130	)	$	891,798


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	13,361	$	10,010	$	—		$	23,371
Accrued expenses and other current liabilities		50,574		12,151		—			62,725
Short-term financing and current portion of long-term debt		2,746		—		—			2,746

Total current liabilities		66,681		22,161		—			88,842

Long-term debt		431,024		—		—			431,024
Accrued closure, post-closure and other obligations		20,061		14,261		—			34,322
Due to affiliates		1,743		—		(1,743	)		—


Total liabilities		519,509		36,422		(1,743	)		554,188


Shareholders’ equity:
Common stock of Waste Services, Inc		438		—		—			438
Other equity		337,172		171,387		(171,387	)		337,172


Total shareholders’ equity		337,610		171,387		(171,387	)		337,610


Total liabilities and shareholders’ equity	$	857,119	$	207,809	$	(173,130	)	$	891,798

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	December 31, 2006
			Non-
	Guarantors		Guarantors		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	2,753	$	5,779	$	—		$	8,532
Accounts receivable, net		24,801		27,660		—			52,461
Prepaid expenses and other current assets		2,894		3,362		—			6,256
Current assets of discontinued operations		3,870		—		—			3,870

Total current assets		34,318		36,801		—			71,119

Property and equipment, net		76,117		69,201		—			145,318
Landfill sites, net		223,507		13,831		—			237,338
Goodwill and other intangible assets, net		262,056		87,979		—			350,035
Other assets		10,667		—		—			10,667
Due from affiliates		—		344		(344	)		—
Investment in subsidiary		167,448		—		(167,448	)		—
Non-current assets of discontinued operations		50,586		—		—			50,586


Total assets	$	824,699	$	208,156	$	(167,792	)	$	865,063


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	12,600	$	11,433	$	—		$	24,033
Accrued expenses and other current liabilities		39,013		15,463		—			54,476
Short-term financing and current portion of long-term debt		3,975		—		—			3,975
Current liabilities of discontinued operations		3,874		—		—			3,874

Total current liabilities		59,462		26,896		—			86,358

Long-term debt		406,113		—		—			406,113
Accrued closure, post-closure and other obligations		19,087		13,812		—			32,899
Due to affiliates		344		—		(344	)		—
Non-current liabilities of discontinued operations		336		—		—			336


Total liabilities		485,342		40,708		(344	)		525,706


Shareholders’ equity:
Common stock of Waste Services, Inc		438		—		—			438
Other equity		338,919		167,448		(167,448	)		338,919


Total shareholders’ equity		339,357		167,448		(167,448	)		339,357


Total liabilities and shareholders’ equity	$	824,699	$	208,156	$	(167,792	)	$	865,063

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	Three Months Ended March 31, 2006
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated
Revenue	$	49,469		$	39,091		$	—		$	88,560
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		35,154			27,224			—			62,378
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		9,165			6,072			—			15,237
Deferred acquisition costs		438			5,174			—			5,612
Depreciation, depletion and amortization		5,653			4,064			—			9,717
Foreign exchange loss (gain) and other		56			(137	)		—			(81	)
Equity earnings in investees		3,008			—			(3,008	)		—

Loss from operations		(4,005	)		(3,306	)		3,008			(4,303	)
Interest expense		6,961			96			—			7,057
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		5,697			—			—			5,697

Loss from continuing operations before income taxes		(16,663	)		(3,402	)		3,008			(17,057	)
Income tax provision (benefit)		1,363			(394	)		—			969

Net loss from continuing operations		(18,026	)		(3,008	)		3,008			(18,026	)
Net loss from discontinued operations		(739	)		—			—			(739	)


Net loss	$	(18,765	)	$	(3,008	)	$	3,008		$	(18,765	)

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


	Three Months Ended March 31, 2007
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	6,720		$	5,204		$	—		$	11,924


Cash flows from investing activities:
Cash used in business combinations and significant asset acquisitions, net of cash acquired		(15,312	)		—			—			(15,312	)
Capital expenditures		(4,876	)		(4,148	)		—			(9,024	)
Proceeds from asset sales and business divestitures		131			9			—			140
Deposits for business acquisitions and other		(10,095	)		(1,551	)		—			(11,646	)
Intercompany		—			(2,108	)		2,108			—

Net cash used in continuing operations		(30,152	)		(7,798	)		2,108			(35,842	)
Net cash used in discontinued operations		(819	)		—			—			(819	)

Net cash used in investing activities		(30,971	)		(7,798	)		2,108			(36,661	)


Cash flows from financing activities:
Proceeds from issuance of debt and draws on revolving credit facility		26,000			—			—			26,000
Principal repayments of debt and capital lease obligations		(2,318	)		—			—			(2,318	)
Proceeds from the exercise of options and warrants		5			—			—			5
Intercompany		2,108			—			(2,108	)		—

Net cash provided by financing activities — continuing operations		25,795			—			(2,108	)		23,687

Effect of exchange rate changes on cash and cash equivalents		—			38			—			38


Increase (decrease) in cash and cash equivalents		1,544			(2,556	)		—			(1,012	)
Cash and cash equivalents at the beginning of the period		2,753			5,779			—			8,532

Cash and cash equivalents at the end of the period	$	4,297		$	3,223		$	—		$	7,520

WASTE SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


	Three Months Ended March 31, 2006
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	6,787		$	4,306		$	—		$	11,093


Cash flows from investing activities:
Capital expenditures		(8,486	)		(3,861	)		—			(12,347	)
Proceeds from asset sales and business divestitures		94			277			—			371
Deposits for business acquisitions and other		(3,557	)		2			—			(3,555	)
Intercompany		—			(4,398	)		4,398			—

Net cash used in continuing operations		(11,949	)		(7,980	)		4,398			(15,531	)
Net cash used in discontinued operations		(2,036	)		—			—			(2,036	)

Net cash used in investing activities		(13,985	)		(7,980	)		4,398			(17,567	)


Cash flows from financing activities:
Proceeds from issuance of debt and draw on revolving credit facility		1,000			—			—			1,000
Principal repayments of debt and capital lease obligations		(1,293	)		(191	)		—			(1,484	)
Proceeds from the exercise of options and warrants		84			—			—			84
Intercompany		4,398			—			(4,398	)		—

Net cash provided by (used in) financing activities — continuing operations		4,189			(191	)		(4,398	)		(400	)


Effect of exchange rate changes on cash and cash equivalents		—			5			—			5

Decrease in cash and cash equivalents		(3,009	)		(3,860	)		—			(6,869	)
Cash and cash equivalents at the beginning of the period		3,680			5,206			—			8,886

Cash and cash equivalents at the end of the period	$	671		$	1,346		$	—		$	2,017

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 herein as well as our annual report on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission, including the factors set forth in the section titled “Disclosure Regarding Forward-Looking Statements” and factors affecting future results as well as our other filings made with the Securities and Exchange Commission.

Overview

We are a multi-regional, integrated solid waste services company, providing collection, transfer, landfill disposal and recycling services for commercial, industrial and residential customers. Our operating strategy is disposal-based, whereby we enter geographic markets with attractive growth or positive competitive characteristics by acquiring and developing landfill disposal capacity, then acquiring and developing waste collection and transfer operations. Our operations are located in the United States and Canada. Our U.S. operations are located in Florida and Texas and our Canadian operations are located in Eastern Canada (Ontario) and Western Canada (Alberta, Saskatchewan and British Columbia). In March 2007, we divested our Arizona operations, and as such they are presented as discontinued.

Sources of Revenue

Our revenue consists primarily of fees charged to customers for solid waste collection, landfill disposal, transfer and recycling services.

We derive our collection revenue from services provided to commercial, industrial and residential customers. Collection services are generally performed under service agreements or pursuant to contracts with municipalities. We recognize revenue when services are rendered. Amounts billed to customers prior to providing the related services are reflected as deferred revenue and reported as revenue in the periods in which the services are rendered.

We provide collection services for commercial and industrial customers generally under one to five year service agreements. We determine the fees we charge our customers based on a variety of factors, including collection frequency, level of service, route density, the type, volume and weight of the waste collected, type of equipment and containers furnished, the distance to the disposal or processing facility, the cost of disposal or processing and prices charged by competitors for similar services. Our contracts with commercial and industrial customers typically allow us to pass on increased costs resulting from variable items such as disposal and fuel costs and surcharges. Our ability to pass on cost increases is however, sometimes limited by the terms of our contracts.

We provide residential waste collection services through a variety of contractual arrangements, including contracts with municipalities, owners and operators of large residential complexes, mobile home parks and homeowners associations or through subscription arrangements with individual homeowners. Our contracts with municipalities are typically for a term of three to ten years and contain a formula, generally based on a predetermined published price index, for adjustments to fees to cover increases in some, but not all, of our operating costs. Certain of our contracts with municipalities contain renewal provisions. The fees we charge for residential solid waste collection services provided on a subscription basis are based primarily on route density, the frequency and level of service, the distance to the disposal or processing facility, the cost of disposal or processing and prices we charge in the market for similar services.

We charge our landfill and transfer station customers a tipping fee on a per ton or per cubic yard basis for disposing of their solid waste at our transfer stations and landfills. We generally base our landfill tipping fees on market factors and the type and weight of, or volume of the waste deposited. We generally base our transfer station tipping fees on market factors and the cost of processing the waste deposited at the transfer station, the cost of transporting the waste to a disposal facility and the cost of disposal.

Material recovery facilities generate revenue from the sale of recyclable commodities. In an effort to reduce our exposure to commodity price fluctuations on recycled materials, where competitive pressures permit, we charge collection or processing fees for recycling volume collected from our customers. We may also manage our exposure to commodity price fluctuations through the use of commodity brokers who will arrange for the sale of recyclable materials from our collection operations to third party purchasers.

Expense Structure

Our cost of operations primarily includes tipping fees and related disposal costs, labor and related benefit costs, equipment maintenance, fuel, vehicle, liability and workers’ compensation insurance and landfill capping, closure and post-closure costs. Our strategy is to create vertically integrated operations where possible, using transfer stations to link collection operations with our landfills to increase internalization of our waste volume. Internalization lowers our disposal costs by allowing us to eliminate tipping fees otherwise paid to third party landfill or transfer station operators. We believe that internalization provides us with a competitive advantage by allowing us to be a low cost provider in our markets. We expect that our internalization will gradually increase over time as we develop our network of transfer stations and maximize delivery of collection volumes to our landfill sites.

In markets where we do not have our own landfills, we seek to secure disposal arrangements with municipalities or private owners of landfills or transfer stations. In these markets, our ability to maintain competitive prices for our collection services is generally dependent upon our ability to secure competitive disposal pricing. If owners of third party disposal sites discontinue our arrangements, we would have to seek alternative disposal sites, which could impact our profitability and cash flow. In addition, if third party disposal sites increase their tipping fees and we are unable to pass these increases on to our collection customers, our profitability and cash flow would be negatively impacted.

We believe that the age and condition of our vehicle fleet has a significant impact on operating costs, including, but not limited to, repairs and maintenance, insurance and driver training and retention costs. Through capital investment, we seek to maintain an average fleet age of approximately six years. We believe that this enables us to best control our repair and maintenance costs, safety and insurance costs and employee turnover related costs.

Selling, general and administrative expenses include managerial costs, information systems, sales force, administrative expenses and professional fees.

Depreciation, depletion and amortization includes depreciation of fixed assets over their estimated useful lives using the straight-line method, depletion of landfill costs, including capping, closure and post-closure obligations using the units-of-consumption method and amortization of intangible assets including customer relationships and contracts and covenants not-to-compete, which are amortized over the expected life of the benefit to be received from such intangibles.

We capitalize certain third party costs related to pending acquisitions or development projects. These costs remain deferred until we cease to be engaged on a regular and ongoing basis with completion of the proposed acquisition, at which point they are charged to current earnings. In the event that the target is acquired, these costs are incorporated in the cost of the acquired business. We expense indirect and internal costs including executive salaries, overhead and travel costs related to acquisitions as they are incurred.

Recent Developments

In March 2007 we completed transactions to acquire Allied Waste Industries, Inc’s. (“Allied Waste”) South Florida operations and to sell our Arizona operations to Allied Waste. The South Florida operations consist of a collection company, a transfer station and a materials recovery facility, all providing service to Miami-Dade County. The total purchase price of Allied Waste’s South Florida operations was $67.9 million and consisted of $15.4 million in cash and $52.5 million through the sale of our Arizona operations to Allied Waste. We have presented the net assets and operations of our Arizona operations as discontinued operations for all periods presented. Revenue from discontinued operations was $5.6 million and $7.0 million for the three months ended March 31, 2007 and 2006, respectively. Net loss from discontinued operations was $1.2 million and $0.7 million for the three months ended March 31, 2007 and 2006, respectively. The increase in pre-tax net loss from discontinued operations is primarily attributable to additional provisions for severance and contract termination penalties. In March 2007, we recognized a pre-tax gain on disposal of $0.9 million.

In January 2007, we entered into definitive agreements to indirectly acquire a roll-off collection and transfer operation, a transfer station development project and a landfill development project, all in southwest Florida, for an aggregate purchase price of $51.2 million in cash. Of the total $51.2 million purchase price, $10.0 million is contingent upon the receipt of certain operating permits and $19.5 million is due and payable at the earlier of the receipt of all operating permits for the landfill site, or July 29, 2008. The existing transfer station is permitted to accept construction and demolition waste volume, and we expect to internalize this additional volume to our southwest Florida landfill site acquired in December 2006. In April 2007, we consummated the transactions to acquire the roll-off collection and transfer operation and transfer station development project.

Results of Operations for the Three Months Ended March 31, 2007 and 2006

A portion of our operations is domiciled in Canada; as such, for each reporting period we translate the results of operations and financial condition of our Canadian operations into U.S. dollars, in accordance with SFAS No. 52, “Foreign Currency Translation”, (“SFAS 52”). Therefore, the reported results of our operations and financial condition are subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the Canadian dollar strengthens against the U.S. dollar, revenue is favorably affected and conversely expenses are unfavorably affected. Assets and liabilities of Canadian operations are translated from Canadian dollars into U.S. dollars at the exchange rates in effect at the relevant balance sheet dates, and revenue and expenses of Canadian operations are translated from Canadian dollars into U.S. dollars at the average exchange rates prevailing during the period. Unrealized gains and losses on translation of the Canadian operations into U.S. dollars are reported as a separate component of shareholders’ equity and are included in comprehensive income (loss). Separately, monetary assets and liabilities, as well as intercompany receivables, denominated in U.S. dollars held by our Canadian operations are re-measured from U.S. dollars into Canadian dollars and then translated into U.S. dollars. The effects of re-measurement are reported currently as a component of net income (loss). Currently, we do not hedge our exposure to changes in foreign exchange rates.

Our consolidated results of operations for the three months ended March 31, 2007 and 2006 are as follows (in thousands):


	Three Months Ended March 31, 2007
	US					Canada					Total
Revenue	$	58,471		100.0	%	$	44,801		100.0	%	$	103,272		100.0	%
Operating expenses:
Cost of operations		37,245		63.7	%		30,832		68.8	%		68,077		65.9	%
Selling, general and administrative expense		8,647		14.8	%		6,303		14.1	%		14,950		14.5	%
Depreciation, depletion and amortization		8,625		14.8	%		3,968		8.9	%		12,593		12.2	%
Foreign exchange gain and other		(208	)	-0.4	%		(215	)	-0.5	%		(423	)	-0.4	%

Income from operations	$	4,162		7.1	%	$	3,913		8.7	%	$	8,075		7.8	%


	Three Months Ended March 31, 2006
	US					Canada					Total
Revenue	$	49,469		100.0	%	$	39,091		100.0	%	$	88,560		100.0	%
Operating expenses:
Cost of operations		35,154		71.1	%		27,224		69.7	%		62,378		70.4	%
Selling, general and administrative expense		9,165		18.5	%		6,072		15.6	%		15,237		17.2	%
Deferred acquisition costs		438		0.9	%		5,174		13.2	%		5,612		6.3	%
Depreciation, depletion and amortization		5,653		11.4	%		4,064		10.4	%		9,717		11.1	%
Foreign exchange loss (gain) and other		56		0.1	%		(137	)	-0.4	%		(81	)	-0.1	%

Loss from operations	$	(997	)	-2.0	%	$	(3,306	)	-8.5	%	$	(4,303	)	-4.9	%

Revenue

A summary of our revenue is as follows (in thousands):


	Three Months Ended March 31,
	2007					2006
Collection	$	80,909		70.2	%	$	73,648		78.1	%
Landfill disposal		15,901		13.8	%		11,416		12.1	%
Transfer station		14,705		12.8	%		6,885		7.3	%
Material recovery facilities		3,563		3.1	%		2,252		2.4	%
Other specialized services		141		0.1	%		155		0.1	%

		115,219		100.0	%		94,356		100.0	%
Intercompany elimination		(11,947	)				(5,796	)

	$	103,272				$	88,560


					All Other		Total
Three Months Ended March 31,	Florida		Canada		Operations		Revenue
2007	$	56,512	$	44,801	$	1,959	$	103,272
2006		48,393		39,091		1,076		88,560

Revenue was $103.3 million and $88.6 million for the three months ended March 31, 2007 and 2006, respectively, an increase of $14.7 million or 16.6%. The increase in revenue for our Florida operations for the three months ended March 31, 2007 of $8.1 million or 16.8% was driven by price increases of $2.4 million, of which $0.3 million related to fuel surcharges, acquisitions net of dispositions of $8.3 million and other organic volume growth of $1.4 million. Offsetting these increases were decreased collection and transfer station volumes of $1.9 million, decreased third party waste volumes direct to our landfill sites of $0.2 million and other net decreases of $1.9 million, primarily related to the expiration or assignment of certain lower margin residential collection contracts.

The increase in revenue for our Canadian operations for the three months ended March 31, 2007 of $5.7 million or 14.6% was due to price increases of $3.4 million, of which $0.5 million related to fuel surcharges, increased organic volume growth of $2.0 million, and net gains on certain contract awards of $1.3 million. Offsetting these increases were reductions in our Canadian landfill volumes of $0.1 million, other revenue decreases of $0.2 million and the adverse effects of foreign exchange movements of $0.7 million.

The increase in revenue for our other operating segments for the three months ended March 31, 2007 of $0.9 million or 82.1% was due to increased volume at our landfill and transfer station sites of $0.8 million and price increases of $0.1 million.

Cost of Operations

Cost of operations was $68.1 million and $62.4 million for the three months ended March 31, 2007 and 2006, respectively, an increase of $5.7 million or 9.1%. As a percentage of revenue, cost of operations was 65.9% and 70.4% for three months ended March 31, 2007 and 2006, respectively.

The increase in cost of operations for our U.S. operations for the three months ended March 31, 2007 of $2.1 million or 5.9% was due to acquisitions in our Florida operations, net of dispositions, of $6.5 million and an increase in landfill operating costs of $0.3 million primarily resulting from increased royalty and host fees associated with increased landfill volumes. Offsetting these increases were lower costs for third party disposal due to increased internalization of $2.8 million, lower labor costs, primarily due to our Florida operations exiting certain lower margin residential collection contracts, of $1.2 million and decreases in other operating costs of $0.7 million. As a percentage of revenue, cost of operations was 63.7% and 71.1% for the three months ended March 31, 2007 and 2006, respectively. The improvement in our domestic gross margin is primarily due to increased volumes at our domestic landfill sites, increased internalization and the expiration of certain lower margin residential collection contracts in Florida. Separately, during the three months ended March 31, 2007 we increased our domestic self insurance reserve by $0.3 million for adverse development in the prior year insurance layers, as compared to a favorable development of $0.3 million for the same period in the prior year.

The increase in cost of operations for our Canadian operations for the three months ended March 31, 2007 of $3.6 million or 13.3% was due to increased labor costs of $2.2 million, increased disposal volumes, rates and sub-contractor costs of $0.7 million, increased fuel costs of $0.4 million and increased equipment and other operating costs of $0.8 million. The favorable effects of foreign exchange movements were $0.5 million. Cost of operations as a percentage of revenue decreased to 68.8% from 69.7% for the three months ended March 31, 2007 and 2006, respectively.

Selling, General and Administrative Expense

Selling, general and administrative expense was $15.0 million and $15.2 million for the three months ended March 31, 2007 and 2006, respectively, a decrease of $0.2 million or 1.9%. As a percentage of revenue, selling, general and administrative expense was 14.5% and 17.2% for the three months ended March 31, 2007 and 2006, respectively. The overall reduction in selling, general and administrative expense is due to decreased employee costs including stock based compensation of $0.7 million and severance of $0.4 million, decreased professional and other administrative costs of $0.6 million and the favorable effects of foreign exchange movements of $0.1 million. Offsetting these decreases were increased legal fees of $1.0 million, primarily related to litigation with Waste Management, which is more fully described in the notes to the unaudited condensed consolidated financial statements included elsewhere in this report, and increased costs from recently acquired operations in Florida of $0.6 million.

Deferred Acquisition Costs

In April 2006, we ceased being actively engaged in negotiations with Lucien Rémillard, one of our directors, concerning the potential acquisition of the solid waste collection and disposal business assets owned by a company controlled by Mr. Rémillard in Quebec, Canada. During the first quarter of 2006, we recognized an expense related to these previously deferred acquisition costs of approximately $5.6 million.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization was $12.6 million and $9.7 million for the three months ended March 31, 2007 and 2006, respectively, an increase of $2.9 million or 29.6%. As a percentage of revenue, depreciation, depletion and amortization was 12.2% and 11.1% for the three months ended March 31, 2007 and 2006, respectively. The overall increase in depreciation, depletion and amortization is primarily attributable to increased landfill depletion of $1.4 million, which is primarily related to increased disposal volumes at our domestic landfills, and a general increase in our truck fleet through acquisitions. Foreign exchange rate movements had a favorable effect of less than $0.1 million. Landfill depletion rates for our U.S. landfills ranged from $3.55 to $7.81 per ton and $3.84 to $8.10 per ton during the three months ended March 31, 2007 and 2006, respectively. Landfill depletion rates for our Canadian landfills ranged from C$3.12 to C$9.25 per tonne and C$2.57 to C$17.80 per tonne during the three months ended March 31, 2007 and 2006, respectively.

Foreign Exchange Gain and Other

Foreign exchange gain and other was $0.4 million and $0.1 million for the three months ended March 31, 2007 and 2006, respectively. The foreign exchange gain relates to the re-measuring of U.S. dollar denominated monetary accounts into Canadian dollars. Other items primarily relate to gains on sales of equipment.

Interest Expense

The components of interest expense, including cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs, for the three months ended March 31, 2007 and 2006 are as follows:


	Three Months Ended March 31,
	2007		2006
Preferred Stock dividends and amortization of issue costs	$	—	$	5,697
Credit Facility and Senior Subordinated Note interest		8,936		6,167
Amortization of debt issue costs		485		388
Other interest expense		324		502

	$	9,745	$	12,754

Interest expense was $9.7 million and $12.8 million for the three months ended March 31, 2007 and 2006, respectively, a decrease of $3.1 million or 23.6%. Interest expense on the Credit Facility and the Senior Subordinated Notes increased $2.6 million for the three months ended March 31, 2007 due primarily to higher overall balances outstanding. The weighted average interest rate on Credit Facility borrowings was 8.2% and 7.8% for the three months ended March 31, 2007 and 2006, respectively. In December 2006, we redeemed the outstanding shares of Preferred Stock through the proceeds of a private placement of our common stock.

Income Tax Provision

The provision for income taxes from continuing operations was $1.7 million and $1.0 million for the three months ended March 31, 2007 and 2006, respectively. The provision for the quarter was lowered by the sale of our Arizona operations which generated a reversal of excess deferred tax liabilities of approximately $1.8 million. We recognize a provision for income taxes despite our pre-tax loss due to the provision for foreign taxes. Additionally, due to the lack of operating history relative to our U.S. operations, we have provided a valuation allowance for our net operating loss carry-forwards generated in the U.S.

Liquidity and Capital Resources

Our principal capital requirements are to fund capital expenditures, and to fund debt service and asset acquisitions. Significant sources of liquidity are cash on hand, working capital, borrowings from our Credit Facilities and proceeds from debt and/or equity issuances. The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and Notes thereto included elsewhere herein.

Senior Secured Credit Facilities

Senior Subordinated Notes

On April 30, 2004, we completed a private offering of 9 ¹/2% Senior Subordinated Notes (“Senior Subordinated Notes”) due 2014 for gross proceeds of $160.0 million. The Senior Subordinated Notes mature on April 15, 2014. Interest on the Senior Subordinated Notes is payable semi annually on October 15 and April 15. The Senior Subordinated Notes are redeemable, in whole or in part, at our option, on or after April 15, 2009, at a redemption price of 104.75% of the principal amount, declining ratably in annual increments to par on or after April 15, 2012, together with accrued interest to the redemption date. Upon a change of control, as such term is defined in the Indenture, we are required to offer to repurchase all the Senior Subordinated Notes at 101.0% of the principal amount, together

with accrued interest and liquidated damages, if any, and obtain the consent of our senior lenders to such payment or repay indebtedness under our Credit Facilities.

The Senior Subordinated Notes are unsecured and are subordinate to our existing and future senior secured indebtedness, including our Credit Facilities, structurally subordinated to existing and future indebtedness of our non-guarantor subsidiaries, rank equally with any unsecured senior subordinated indebtedness and senior to our existing and future subordinated indebtedness. Our obligations with respect to the Subordinated Notes, including principal, interest, premium, if any, and liquidated damages, if any, are fully and unconditionally guaranteed on an unsecured, senior subordinated basis by all of our existing and future domestic restricted subsidiaries. Our Canadian operations are not guarantors under the Subordinated Notes.

The Senior Subordinated Notes contain certain covenants that, in certain circumstances and subject to certain limitations and qualifications, restrict, among other things: (i) the incurrence of additional debt; (ii) the payment of dividends and repurchases of stock; (iii) the issuance of preferred stock and the issuance of stock of our subsidiaries; (iv) certain investments; (v) transactions with affiliates; and (vi) certain sales of assets.

Migration Transaction

Upon the occurrence of certain events, such as the liquidation of Waste Services (CA), or after the redemption date, our Canadian holding company, Capital Environmental Holdings Company will have the right to purchase each exchangeable share for one-third of one share of our common stock, plus all declared and unpaid dividends on the exchangeable share and payment for any fractional shares. Unless certain events occur, such redemption date will not be earlier than December 31, 2016. Holders of exchangeable shares also have the right at any anytime at their option, to exchange their exchangeable shares for shares of our common stock on the basis of one-third of a share of our common stock for each one exchangeable share.

Surety Bonds, Letters of Credit and Insurance

Municipal solid waste services contracts and permits and licenses to operate transfer stations, landfills and recycling facilities may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance. As of March 31, 2007, we had provided customers, our insurers and various regulatory authorities with such bonds and letters of credit amounting to approximately $79.8 million to collateralize our obligations. The majority of these obligations are renewed on an annual basis.

Our U.S.-based automobile, general liability and workers’ compensation insurance coverage is subject to certain deductible limits. We retain up to $0.5 million and $0.25 million of risk per claim, plus claims handling expense under our workers’ compensation and our auto and general liability insurance programs, respectively. Claims in excess of such deductible levels are fully insured subject to our policy limits. However, we have a limited claims history for our U.S. operations and it is reasonably possible that recorded reserves may not be adequate to cover future payments of claims. Adjustments, if any, to our reserves will be reflected in the period in which the adjustments are known. As of March 31, 2007 and included in the $79.8 million of bonds and letters of credit discussed previously, we have posted a letter of credit with our U.S. insurer of approximately $9.3 million to secure the liability for losses within the deductible limit. As of April 26, 2007 we had increased the letter of credit posted with our U.S. insurer to approximately $9.8 million. Following the acquisition of Allied Waste’s South Florida operations we expect to be required to post an additional $6.0

million of bonds.

Cash Flows

The following discussion relates to the major components of the changes in cash flows for the three months ended March 31, 2007 and 2006.

Cash Flows from Operating Activities

Cash provided by operating activities of our continuing operations was $11.2 million and $10.4 million for the three months ended March 31, 2007 and 2006, respectively. The increase in cash provided by operating activities is primarily due to increased cash generated from our operations, which primarily relates to improved operating margins in both of our major segments, offset by a decrease in cash provided by changes in working capital.

Cash Flows from Investing Activities

Cash used in investing activities of our continuing operations was $35.8 million and $15.5 million for the three months ended March 31, 2007 and 2006, respectively. The increase in cash used in investing activities is primarily due to our acquisition of Allied’s South Florida operations and other acquisition related deposits. Company-wide capital expenditures were $11.1 million and $14.4 million for the three months ended March 31, 2007 and 2006, respectively. The decrease in capital expenditures was primarily driven by higher landfill related expenditures in the first quarter of 2006.

Cash Flows from Financing Activities

Cash provided by (used in) financing activities of our continuing operations was $23.7 million and $(0.4) million for the three months ended March 31, 2007 and 2006, respectively. The increase in cash provided by financing activities relates to draws on our revolving credit facilities to finance the acquisition of Allied’s South Florida operations and other acquisition related deposits.

Off-Balance Sheet Financing

We have no off-balance sheet debt or similar obligations, other than our letters of credit and performance and surety bonds discussed previously, which are not debt. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported results of operations or financial position. We do not guarantee any third party debt. We have entered into a put or pay disposal agreement with RCI Environment Inc., Centres de Transbordement et de Valorisation Nord Sud Inc., RCM Environnement Inc. (collectively the “RCI Companies”) and Intersan Inc. pursuant to which we have posted a letter of credit for C$4.0 million to secure our obligations and those of the RCI Companies to Intersan Inc. Concurrently with the put or pay disposal agreement with the RCI Companies, we entered into a three year agreement with Waste Management of Canada Corporation (formerly Canadian Waste Services Inc.) to allow us to deliver non-hazardous solid waste to their landfill in Michigan. Details of these agreements are further described in the notes to our Consolidated Financial Statements. The companies within the RCI group are controlled by a director of ours and/or individuals related to that director. Details of these agreements are further described in our annual financial statements for the year ended December 31, 2006, as filed on Form 10-K.

Landfill Sites

The following table summarizes the changes in our operating landfill capacity at our continuing operations for the three months ended March 31, 2007 (in thousands of cubic yards):


	March 31, 2007
	Balance,					Balance,
	Beginning		Airspace			End
	of Period		Consumed			of Period
United States
Permitted capacity		100,962		(896	)		100,066
Probable expansion capacity		18,300		—			18,300


Total available airspace		119,262		(896	)		118,366

Number of sites		5		—			5
Canada
Permitted capacity		11,644		(111	)		11,533
Probable expansion capacity		4,970		—			4,970


Total available airspace		16,614		(111	)		16,503

Number of sites		3		—			3
Total
Permitted capacity		112,606		(1,007	)		111,599
Probable expansion capacity		23,270		—			23,270


Total available airspace		135,876		(1,007	)		134,869

Number of sites		8		—			8

Trend Information

Seasonality

We expect the results of our Canadian operations to vary seasonally, with revenue typically lowest in the first quarter of the year, higher in the second and third quarters, and lower in the fourth quarter than in the third quarter. The seasonality is attributable to a number of factors. First, less solid waste is generated during the late fall, winter and early spring because of decreased construction and demolition activity. Second, certain operating costs are higher in the winter months because winter weather conditions slow waste collection activities, resulting in higher labor costs, and rain and snow increase the weight of collected waste, resulting in higher disposal costs, which are calculated on a per ton basis. Also, during the summer months, there are more tourists and part-time residents in some of our service areas, resulting in more residential and commercial collection. Consequently, we expect operating income to be generally lower during the winter. The effect of seasonality on our results of operations from our U.S. operations, which are located in warmer climates than our Canadian operations, is less significant than that of our Canadian operations.

New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No.109” (“FIN 48”). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 has not had a material effect on our consolidated results of operations, cash flows or financial position.

Disclosure Regarding Forward-Looking Statements and Factors Affecting Future Results

This Form 10-Q contains certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Some of these forward-looking statements include forward-looking phrases such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “intends,” “may,” “should” or “will continue,” or similar expressions or the negatives thereof or other variations on these expressions, or similar terminology, or discussions of strategy, plans or intentions.

Such statements reflect our current views regarding future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that forward-looking statements may express or imply, including, among others:

	•		our substantial indebtedness and the significant restrictive covenants in our various credit facilities and our ability to finance acquisitions with cash on hand, debt or equity offerings;

	•		our business is capital intensive and may consume cash in excess of cash flow from operations and borrowings;

	•		our ability to vertically integrate our operations;

	•		our ability to maintain and perform our financial assurance obligations;

	•		changes in regulations affecting our business and costs of compliance;

	•		revocation of existing permits and licenses or the refusal to renew or grant new permits and licenses, which are required to enable us to operate our business or implement our growth strategy;

	•		our ability to successfully implement our corporate strategy and integrate any acquisitions we undertake;

	•		our ability to negotiate renewals of existing service agreements at favorable rates;

	•		our ability to enhance profitability of certain aspects of our operations in markets where we are not internalized through either divestiture or asset swaps;

	•		costs and risks associated with litigation;

	•		changes in general business and economic conditions, exchange rates and the financial markets and accounting standards or pronouncements; and

	•		construction, equipment delivery or permitting delays for our transfer stations or landfills.

Some of these factors are discussed in more detail in our annual report on Form 10-K, as filed with the Securities and Exchange Commission for the year ended December 31, 2006, included under Item 1A. of the annual report, “Risk Factors”. If one or more of these risks or uncertainties affects future events and circumstances, or if underlying assumptions do not materialize, actual results may vary materially from those described in this Form 10-Q and our annual report as anticipated, believed, estimated or expected, and this could have a material adverse effect on our business, financial condition and the results of our operations. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A portion of our operations are domiciled in Canada; as such, we translate the results of our operations and financial condition of our Canadian operations into U.S. dollars. Therefore, the reported results of our operations and financial condition are subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the Canadian dollar strengthens against the U.S. dollar our revenue is favorably affected and conversely our expenses are unfavorably affected. Assets and liabilities of Canadian operations are translated from Canadian dollars into U.S. dollars at the exchange rates in effect at the relevant balance sheet date, and revenue and expenses of Canadian operations are translated from Canadian dollars into U.S. dollars at the average exchange rates prevailing during the period. Unrealized gains and losses on translation of the Canadian operations into U.S. dollars are reported as a separate component of shareholders’ equity and are included in comprehensive income (loss). Separately, monetary assets and liabilities denominated in U.S. dollars held by our Canadian operation are re-measured from U.S. dollars into Canadian dollars and then translated into U.S. dollars. The effects of re-measurement are reported currently as a component of net income (loss). Currently, we do not hedge our exposure to changes in foreign exchange rates. For the three months ended March 31, 2007, we estimate that a 5.0% increase or decrease in the relationship of the Canadian dollar to the U.S. dollar would increase or decrease operating profit from our Canadian operations by approximately $0.2 million.

As of March 31, 2007, we were exposed to variable interest rates under our Credit Facilities, as amended. The interest rates payable on our revolving and term facilities are based on a spread over base rate or Eurodollar loans as defined. A 25 basis point increase in base interest rates would increase cash interest expense by approximately $0.2 million for the three months ended March 31, 2007.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported accurately within the time periods specified in the Securities and Exchange Commission’s rules and forms. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (pursuant to Exchange Act Rule 13a-15). Based upon this evaluation, the Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective. The conclusions of the Chief Executive Officer and Principal Financial Officer from this evaluation were communicated to the Audit Committee.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding our legal proceedings may be found under the “Legal Proceedings” section of Note 13, “Commitments and Contingencies” to our Unaudited Condensed Consolidated Financial Statements contained herein.

Item 1A. Risk Factors

There have been no material changes in risk factors previously disclosed in our Form 10-K for the year ended December 31, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities


	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2007 (unaudited) and December 31, 2006		2
Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006		3
Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the three months ended March 31, 2007		4
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006		5
Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		34
Item 4. Controls and Procedures		34

PART II — OTHER INFORMATION
Item 1. Legal Proceedings		34
Item 1A. Risk Factors		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 3. Defaults upon Senior Securities		34
Item 4. Submission of Matters to a Vote of Security Holders		35
Item 5. Other Information		35
Item 6. Exhibits		35
Signatures		36
EX-31.1 Section 302 Certification of CEO
EX-31.2 Section 302 Certification of CFO
EX-32.1 Section 906 Certification of CEO and CFO



	By:	/s/ DAVID SUTHERLAND-YOEST
		David Sutherland-Yoest
		Chairman of the Board, Chief Executive Officer and Director



	By:	/s/ EDWIN D. JOHNSON
		Edwin D. Johnson
		Executive Vice President, Chief Financial Officer


Exhibit No.		Description
Exhibit 31.1		Section 302 Certification of David Sutherland-Yoest, Chief Executive Officer

Exhibit 31.2		Section 302 Certification of Edwin D. Johnson, Chief Financial Officer

Exhibit 32.1		Section 1350 Certification of the Chief Executive Officer and Principal Financial Officer

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							Accumulated
	Waste Services, Inc.						Other					Total
	Common Stock				Additional		Comprehensive		Accumulated			Shareholders’
	Shares		Amount		Paid-in Capital		Income		Deficit			Equity
Balance, December 31, 2006		43,869	$	438	$	506,751	$	35,201	$	(203,033	)	$	339,357
Exercise of warrants		1		—		5		—		—			5
Stock-based compensation		—		—		323		—		—			323
Foreign currency translation adjustment		—		—		—		1,598		—			1,598
Net loss		—		—		—		—		(3,673	)		(3,673	)

Balance, March 31, 2007		43,870	$	438	$	507,079	$	36,799	$	(206,706	)	$	337,610