8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 31, 2007

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

Waste Services, Inc. issued a press release on February 27, 2008 announcing our results of operations for the quarter and fiscal year ended December 31, 2007. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

On February 26, 2008, Waste Services, Inc. announced that it had signed a definitive agreement for the sale of its Jacksonville, Florida area hauling and materials recycling operations and construction and demolition debris landfill to Advanced Disposal Services, Inc. for $57.5 million. We will retain ownership of the Jacksonville materials recycling and hauling facilities and lease them to the purchaser. The transaction is subject to lender approvals and customary closing conditions and is expected to close in early March. We will use $42.5 million of the proceeds to reduce our term loans and apply the remainder to other operational needs. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	February 27, 2008 Results Press Release.
99.2	February 26, 2008 Sale of Jacksonville Press Release.

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SIGNATURES

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

WASTE SERVICES, INC.

By: /s/ Ivan R. Cairns
Ivan R. Cairns
Executive Vice President and General Counsel

Date: February 27, 2008

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EX-99.1

Exhibit 99.1

PRESS RELEASE

WASTE SERVICES ANNOUNCES RECORD FOURTH QUARTER RESULTS

• Record Revenue and Adjusted EBITDA.

• Record Adjusted EBITDA margins.

• Internal revenue growth from price and volume for the quarter of 6.8%.

• Record pre-tax income and net income from continuing operations.

BURLINGTON, Ontario, February 27, 2008, PRNewswire-FirstCall — Waste Services, Inc. (Nasdaq: WSII) today announced financial results for the three months ended December 31, 2007. The quarter was highlighted by strong top line growth and continued margin expansion:

• Revenue growth of 30.5% to $130.1 million compared to $99.7 million in 2006.

• Internal revenue growth was 6.8%, made up of 4.3% price, 1.4% fuel surcharge, 1.1% volume.

• Acquisitions net of divestitures added $21.0 million of revenue or 21.1%, while the net expiration of municipal contracts accounted for a $4.3 million reduction or 4.3%.

• Operating income and Adjusted EBITDA expanded to $13.8 million and $28.9 million with margins of 10.6% and 22.2%, respectively.

The December 31, 2007 fiscal year results are highlighted by:

• Revenue growth of 24.8% to $488.3 million compared to $391.4 million in 2006.

• Internal revenue growth was 5.5%, made up of 4.7% price, 0.5% fuel surcharge, 0.3% volume.

• Acquisitions net of divestitures added $72.8 million of revenue or 18.6%, while the expiration of low margin municipal contracts net of new higher margin municipal contracts accounted for a $8.9 million reduction or 2.3%.

• Operating income and Adjusted EBITDA expanded to $44.7 million and $110.3 million with margins improving to 9.2% and 22.6%, respectively.

David Sutherland-Yoest, Waste Services Chairman and Chief Executive Officer, stated, “The company continues to reach new important milestones, reporting record financial results for the 16^th consecutive quarter and positive free cash flow and record operating income and EBITDA for the full year. Our strong internal revenue growth results demonstrate the power of our assets to grow revenue throughout our operational footprint. We look forward to continued success as our prior achievements and investments begin to reflect in our operating results in 2008 and beyond.”

2008 Outlook

Waste Services also announced today the following guidance for 2008:

• Revenue in the range of $480 million to $500 million (excluding Jacksonville; as compared to pro forma 2007 revenue of $461 million).

• Organic revenue growth of 5% to 6%.

• EBITDA in the range of $110 million to $115 million (excluding Jacksonville; as compared to pro forma 2007 EBITDA of $96 million).

• Adjusted EBITDA in the range of $115 million to $120 million.

• Operating income in the range of $55 million to $65 million.

• Pre-tax income in the range of $20 million to $25 million.

• Normalized EPS⁽¹⁾ from continuing operations in the range of $0.30 to $0.35 per share.

• Reported EPS from continuing operations in the range of $0.10 to $0.15 per share.

• Capital spending is expected to be in the range of $55 million to $60 million.

This guidance assumes: (i) the completion of the Jacksonville divestiture and no further acquisitions or divestitures, (ii) no significant deterioration in economic conditions in Florida or Canada, and (iii) no significant change in exchange rates. Guidance will be adjusted upon announcement of any unusual or non-recurring items as the year progresses.

⁽¹⁾ Normalized EPS is defined as earnings per share as adjusted to reflect the average statutory income tax rate estimated at 36%.

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Reconciliation of Non-GAAP Measures:

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

	For The Three Months					For The Year
	Ended December 31,					Ended December 31,
	2007		2006			2007			2006
Net income (loss) from continuing operations	$	143	$	(9,611	)	$	(10,377	)	$	(46,749	)
Income tax provision		3,819		4,435			14,437			12,820
Preferred stock dividends and amortization of issue costs		—		4,860			—			19,653
Interest expense		9,861		8,104			40,679			30,981
Depreciation, depletion and amortization		14,809		11,491			58,044			41,185
EBITDA from continuing operations(1)	$	28,632	$	19,279		$	102,783		$	57,890

The following table reconciles the differences between EBITDA and Adjusted EBITDA, as defined in our credit agreement, for the three and twelve months ended December 30, 2007 and 2006 (in thousands) (unaudited):

	For The Three Months						For The Year
	Ended December 31,						Ended December 31,
	2007			2006			2007		2006
EBITDA from continuing operations(1)	$	28,632		$	19,279		$	102,783	$	57,890
Adjustments to EBITDA from continuing operations (as defined per credit agreement):
Non-cash items(2)		418			(242	)		3,131		10,276
Other excludable expenses(3)		(130	)		2,037			4,347		7,369
Adjusted EBITDA from continuing operations(1)	$	28,920		$	21,074		$	110,261	$	75,535

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

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We will host an investor and analyst conference call on Thursday, February 28, 2008 at 8:30 a.m. (EST) to discuss the results of today’s earnings announcement. If you wish to participate in this call, please phone 800-901-5231 (US and Canada) or 617-786-2961 (International) and enter passcode number 88969942. To hear a web cast of the call over the Internet, access the Home page of our website at www.wasteservicesinc.com. A post-view of the call will be available until March 13, 2008 by phoning 888-286-8010 (US and Canada) or
617-801-6888 (International) and entering passcode number 74513469. The web cast will also be available on our website.

Safe Harbor for Forward-Looking Statements

Certain matters discussed in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements describe the company’s future plans, objectives and goals. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from the plans, objectives and goals set forth in this press release. Factors which could materially affect such forward-looking statements can be found in the company’s periodic reports filed with the Securities and Exchange Commission, including risk factors detailed in the company’s Form 10-K for the year ended December 31, 2007. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

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

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

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

For information contact:

Edwin D. Johnson
Executive Vice President and Chief Financial Officer
Waste Services, Inc.
561-237-3400

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

	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Revenue	$	130,136		$	99,706		$	488,294		$	391,409
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		84,262			66,228			319,740			267,601
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		17,373			14,280			65,852			58,362
Deferred acquisition costs		—			—			—			5,612
Depreciation, depletion and amortization		14,809			11,491			58,044			41,185
Foreign exchange loss (gain) and other		(131	)		(81	)		(81	)		1,944
Income from operations		13,823			7,788			44,739			16,705
Interest expense		9,861			8,104			40,679			30,981
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		—			4,860			—			19,653
Income (loss) from continuing operations before income taxes		3,962			(5,176	)		4,060			(33,929	)
Income tax provision		3,819			4,435			14,437			12,820
Net income (loss) from continuing operations		143			(9,611	)		(10,377	)		(46,749	)
Net loss from discontinued operations, net of tax of $0		(155	)		(485	)		(1,130	)		(1,782	)
Loss on sale of discontinued operations, net of tax of $0		—			—			(11,607	)		—
Net loss	$	(12	)	$	(10,096	)	$	(23,114	)	$	(48,531	)
Basic and diluted loss per share:
Income (loss) per share - continuing operations	$	—		$	(0.25	)	$	(0.22	)	$	(1.32	)
Loss per share - discontinued operations		—			(0.02	)		(0.28	)		(0.05	)
Basic and diluted loss per share	$	—		$	(0.27	)	$	(0.50	)	$	(1.37	)
Weighted average common shares outstanding
Basic		46,075			37,788			46,007			35,354
Diluted		46,163			37,788			46,007			35,354

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

Balance Sheet Data:

	December 31,		December 31,
	2007		2006
Cash	$	20,706	$	8,532
Current assets	$	99,406	$	71,119
Total assets	$	938,488	$	865,063
Current liabilities	$	95,375	$	86,358
Debt:
Senior secured credit facilities:
Revolver	$	—	$	—
Term loan		273,910		245,260
Senior subordinated notes		160,000		160,000
Other notes		10,530		4,828
Total debt	$	444,440	$	410,088
Shareholders’ equity	$	350,595	$	339,357

Cash Flow Data:

	Year Ended December 31,
	2007		2006
Cash flows provided by continuing operations	$	61,760	$	34,005
Cash flows used in investing activities for continuing operations	$	82,925	$	144,676
Cash flows from financing activities of continuing operations	$	33,608	$	109,804
Capital expenditures from continuing operations	$	60,949	$	44,662

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WASTE SERVICES, INC.
SUPPLEMENTAL UNAUDITED GROWTH RATES AND COUNTRY DATA
(In thousands)

Waste Services, Inc
Revenue Growth
For The Quarter Ended December 31, 2007
(in thousands)

Total Revenue, December 31, 2006	$	99,706
Impact on revenue from changes in:
Price		5,695		5.7	%
Volume		1,060		1.1	%
Acqusition / Disposition		21,021		21.1	%
Gain / Loss of Contracts		(4,310	)	-4.3	%
Other		(810	)	-0.8	%
Foreign currency impact		7,774		7.8	%
Total Revenue, December 31, 2007	$	130,136

Waste Services, Inc.
Revenue Growth
For The Year Ended December 31, 2007
(in thousands)

Total Revenue, December 31, 2006	$	391,409
Impact on revenue from changes in:
Price		20,402		5.2	%
Volume		1,211		0.3	%
Acqusition/Disposition		72,755		18.6	%
Gain/Loss of Contracts		(8,875	)	-2.3	%
Other		(209	)	-0.1	%
Foreign currency impact		11,601		3.0	%
Total Revenue, December 31, 2007	$	488,294

COUNTRY DATA
(In thousands)

	Three Months Ended December 31, 2007
	US					Canada					Total
Revenue	$	68,721		100.0	%	$	61,415		100.0	%	$	130,136		100.0	%
Operating expenses:
Cost of operations		44,013		64.0	%		40,249		65.5	%		84,262		64.7	%
Selling, general and administrative expense		9,027		13.1	%		8,346		13.6	%		17,373		13.3	%
Depreciation, depletion and amortization		9,256		13.6	%		5,553		9.1	%		14,809		11.5	%
Foreign exchange gain and other		(67	)	-0.1	%		(64	)	-0.1	%		(131	)	-0.1	%
Income from continuing operations	$	6,492		9.4	%	$	7,331		11.9	%	$	13,823		10.6	%

	Three Months Ended December 31, 2006
	US				Canada					Total
Revenue	$	50,441	100.0	%	$	49,265		100.0	%	$	99,706		100.0	%
Operating expenses:
Cost of operations		33,229	65.8	%		32,999		67.0	%		66,228		66.4	%
Selling, general and administrative expense		8,331	16.5	%		5,949		12.1	%		14,280		14.3	%
Depreciation, depletion and amortization		6,827	13.5	%		4,664		9.5	%		11,491		11.5	%
Foreign exchange (gain) loss and other		416	1.0	%		(497	)	-1.0	%		(81	)	-0.1	%
Income from continuing operations	$	1,638	3.2	%	$	6,150		12.5	%	$	7,788		7.8	%

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WASTE SERVICES, INC.
UNAUDITED COUNTRY DATA- (Continued)
(In thousands)

	Year Ended December 31, 2007
	US				Canada					Total
Revenue	$	266,231	100.0	%	$	222,063		100.0	%	$	488,294		100.0	%
Operating expenses:
Cost of operations		172,417	64.8	%		147,323		66.3	%		319,740		65.5	%
Selling, general and administrative expense		33,707	12.7	%		28,150		12.7	%		61,857		12.7	%
Severance and related costs		3,995	1.5	%		—		0.0	%		3,995		0.8	%
Depreciation, depletion and amortization		38,415	14.4	%		19,629		8.8	%		58,044		11.9	%
Foreign exchange (gain) loss and other		270	0.1	%		(351	)	-0.1	%		(81	)	-0.1	%
Income from continuing operations	$	17,427	6.5	%	$	27,312		12.3	%	$	44,739		9.2	%

	Year Ended December 31, 2006
	US				Canada				Total
Revenue	$	203,381	100.0	%	$	188,028	100.0	%	$	391,409	100.0	%
Operating expenses:
Cost of operations		139,425	68.6	%		128,176	68.2	%		267,601	68.4	%
Selling, general and administrative expense		34,946	17.2	%		23,416	12.5	%		58,362	14.9	%
Deferred acquisition costs		439	0.2	%		5,173	2.8	%		5,612	1.4	%
Depreciation, depletion and amortization		23,803	11.7	%		17,382	9.1	%		41,185	10.5	%
Foreign exchange loss and other		445	0.2	%		1,499	0.8	%		1,944	0.5	%
Income from continuing operations	$	4,323	2.1	%	$	12,382	6.6	%	$	16,705	4.3	%

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EX-99.2

Exhibit 99.2

PRESS RELEASE

WASTE SERVICES ANNOUNCES
SALE OF JACKSONVILLE OPERATIONS

BURLINGTON, Ontario, February 26, 2008, PRNewswire — FirstCall — Waste Services, Inc. (Nasdaq: WSII) today announced that it had signed a definitive agreement for the sale of its Jacksonville, Florida area hauling and materials recycling operations and construction and demolition debris landfill to Advanced Disposal Services, Inc. for $57.5 million. The company will retain ownership of the Jacksonville materials recycling and hauling facilities and lease them to the purchaser. The transaction is subject to lender approvals and customary closing conditions and is expected to close in early March. The company will use $42.5 million of the proceeds to reduce its term loans and apply the remainder to other operational needs.

David Sutherland-Yoest, Waste Services Chairman and Chief Executive Officer, stated “Our strategy in Florida is to operate as an integrated service provider and, because of the location of the Jacksonville operations, we are unable to economically internalize waste into the JED landfill. This transaction reflects the intrinsic value of our operations and our ability to rationalize those pieces that may not fit our long term strategy. Even though the Jacksonville operation contributed seven million dollars in EBITDA last year, completing this transaction will both strengthen the company’s balance sheet and finance more attractive opportunities that will increase volumes into owned disposal facilities.”

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

For information contact:

Edwin D. Johnson
Executive Vice President and
     Chief Financial Officer
Waste Services, Inc.
561-237-3400