10-Q

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 September 30, 2008

or

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

For the transition period from          to

Commission File Number: 000-25955

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	01-0780204
(State or other jurisdiction of incorporation or organization)	(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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o  Accelerated filer þ  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company 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 October 20, 2008 was 46,081,648 (assuming exchange of 6,288,637 exchangeable shares of Waste Services (CA) Inc. not owned by Capital Environmental Holdings Company for 2,096,212 shares of the registrant’s common stock).

TABLE OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007		2
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007		3
Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the nine months ended September 30, 2008		4
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007		5
Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures About Market Risk		44
Item 4. Controls and Procedures		44
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		44
Item 1A. Risk Factors		44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		44
Item 3. Defaults Upon Senior Securities		45
Item 4. Submission of Matters to a Vote of Security Holders		45
Item 5. Other Information		45
Item 6. Exhibits		45
Signatures		46
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

1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WASTE SERVICES, INC.

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

	September 30,			December 31,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	40,995		$	20,706
Accounts receivable (net of allowance for doubtful accounts of $508 and $985 as of September 30, 2008 and December 31, 2007, respectively)		62,281			67,195
Prepaid expenses and other current assets		7,375			11,338
Current assets of discontinued operations		—			167
Total current assets		110,651			99,406
Property and equipment, net		194,742			192,598
Landfill sites, net		190,108			190,451
Goodwill and other intangible assets, net		385,420			397,766
Other assets		19,562			17,741
Non-current assets of discontinued operations		—			40,526
Total assets	$	900,483		$	938,488
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	22,353		$	26,641
Accrued expenses and other current liabilities		70,437			65,338
Short-term financing and current portion of long-term debt		1,906			2,631
Current liabilities of discontinued operations		—			765
Total current liabilities		94,696			95,375
Long-term debt		399,110			441,809
Deferred income taxes, accrued closure, post-closure and other obligations		48,435			48,514
Non-current liabilities of discontinued operations		—			2,195
Total liabilities		542,241			587,893
Shareholders’ equity:
Common stock $0.01 par value: 166,666,666 shares authorized, 43,985,436 and 43,972,362 shares issued and outstanding as of September 30, 2008 and December 31, 2007, respectively		439			439
Additional paid-in capital		513,131			510,286
Accumulated other comprehensive income		50,711			66,017
Accumulated deficit		(206,039	)		(226,147	)
Total shareholders’ equity		358,242			350,595
Total liabilities and shareholders’ equity	$	900,483		$	938,488

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

2

WASTE SERVICES, INC.

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

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2008		2007			2008			2007
Revenue	$	125,745	$	123,774		$	370,635		$	338,194
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		82,512		80,729			242,661			221,995
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		15,074		18,205			47,943			47,315
Depreciation, depletion and amortization		11,503		15,370			34,826			40,845
Foreign exchange loss (gain) and other		135		650			(322	)		63
Income from operations		16,521		8,820			45,527			27,976
Interest expense		7,730		10,243			25,770			30,818
Income (loss) from continuing operations before income taxes		8,791		(1,423	)		19,757			(2,842	)
Income tax provision		5,322		4,474			6,892			10,618
Net income (loss) from continuing operations		3,469		(5,897	)		12,865			(13,460	)
Net income from discontinued operations, net of income tax provision of $301 for the nine months ended September 30, 2008 and nil for all other periods		—		1,071			374			1,810
Gain (loss) on sale of discontinued operations, net of income tax provision of $4,485 for the nine months ended September 30, 2008 and nil for all other periods		—		(198	)		6,869			(11,452	)
Net income (loss)	$	3,469	$	(5,024	)	$	20,108		$	(23,102	)
Basic and diluted earnings (loss) per share:
Earnings (loss) per share — continuing operations	$	0.08	$	(0.13	)	$	0.28		$	(0.29	)
Earnings (loss) per share — discontinued operations		—		0.02			0.16			(0.21	)
Basic and diluted earnings (loss) per share	$	0.08	$	(0.11	)	$	0.44		$	(0.50	)
Weighted average common shares outstanding — basic		46,079		46,007			46,076			45,984
Weighted average common shares outstanding — diluted		46,088		46,007			46,085			45,984

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

3

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2008
(In thousands)

							Accumulated
	Waste Services, Inc.						Other						Total
	Common Stock				Additional		Comprehensive			Accumulated			Shareholders’
	Shares		Amount		Paid-in Capital		Income			Deficit			Equity
Balance, December 31, 2007		43,972	$	439	$	510,286	$	66,017		$	(226,147	)	$	350,595
Stock-based compensation		—		—		2,785		—			—			2,785
Exercise of warrants		7		—		60		—			—			60
Conversion of exchangeable shares		6		—		—		—			—			—
Foreign currency translation adjustment		—		—		—		(15,306	)		—			(15,306	)
Net income		—		—		—		—			20,108			20,108
Balance, September 30, 2008		43,985	$	439	$	513,131	$	50,711		$	(206,039	)	$	358,242

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

4

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Nine Months Ended September 30,
	2008			2007
Cash flows from operating activities:
Net income (loss)	$	20,108		$	(23,102	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Net loss (income) from discontinued operations		(7,243	)		9,642
Depreciation, depletion and amortization		34,826			40,845
Amortization of debt issue costs		2,008			1,837
Deferred income tax provision (benefit)		(1,759	)		3,766
Non-cash stock-based compensation expense		2,785			2,300
Severence costs expensed, exclusive of stock-based compensation expense		—			3,252
Other non-cash items		229			925
Changes in operating assets and liabilities (excluding the effects of acquisitions and dispositions):
Accounts receivable		2,461			(4,540	)
Prepaid expenses and other current assets		2,851			(776	)
Accounts payable		(3,537	)		384
Accrued expenses and other current liabilities		(3,806	)		6,167
Net cash provided by continuing operations		48,923			40,700
Net cash provided by discontinued operations		1,163			6,653
Net cash provided by operating activities		50,086			47,353
Cash flows from investing activities:
Cash used in business combinations and significant asset acquisitions, net of cash acquired		—			(32,289	)
Capital expenditures		(39,220	)		(45,301	)
Proceeds from sale of the Jacksonville, Florida operations		56,685			—
Proceeds from asset sales		1,030			17,832
Deposits for business acquisitions and other		(3,876	)		(9,820	)
Net cash provided by (used in) continuing operations		14,619			(69,578	)
Net cash used in discontinued operations		(43	)		(5,510	)
Net cash provided by (used in) investing activities		14,576			(75,088	)
Cash flows from financing activities:
Proceeds from issuance of debt and draw on revolving credit facility		—			84,066
Principal repayments of debt and capital lease obligations		(43,597	)		(49,537	)
Proceeds from the exercise of options and warrants		60			691
Fees paid for financing transactions		—			(1,259	)
Net cash provided by (used in) financing activities of continuing operations		(43,537	)		33,961
Effect of exchange rate changes on cash and cash equivalents		(836	)		1,240
Increase in cash and cash equivalents		20,289			7,466
Cash and cash equivalents at the beginning of the period		20,706			8,532
Cash and cash equivalents at the end of the period	$	40,995		$	15,998

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

5

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 our Canadian operations are located in Eastern Canada (Ontario) and Western Canada (Alberta, Saskatchewan and British Columbia). We divested our Jacksonville, Florida operations in March 2008, our Texas operations in June 2007 and our Arizona operations in March 2007 and as a result, these operations are presented as discontinued for all periods presented.

     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 (“GAAP”) 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, 2007, 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, 2007. Income taxes during these interim periods have been provided based on our anticipated annual effective income tax rate for each respective tax jurisdiction. 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 GAAP 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, revenue recognition, liabilities for potential litigation, valuation assumptions for share-based payments 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 our 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 or loss. 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.

     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 earnings (loss) per share is calculated based on the weighted average number of 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. Restricted stock units will be included in the calculation of basic earnings per share when all contingencies surrounding the issuance of the shares are met and the shares are issued or issuable. Restricted stock units will be included in the calculation of dilutive earnings per share as of the beginning of the reporting period if, at the end of the reporting period, all contingencies surrounding the issuance of the shares are satisfied or would be satisfied if the end of the reporting period

6

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

were the end of the contingency period. Due to the net loss from continuing operations for the three and nine months ended September 30, 2007, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. Potentially dilutive securities not included in the diluted loss per share calculation, due to the net loss from continuing operations for the three and nine months ended September 30, 2007, are as follows (unaudited) (in thousands):

	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2007		2007
Common Shares issuable under exercisable options		57		43
Common Shares issuable under exercisable warrants		669		625
Dilutive securities		726		668

     For purposes of computing net income (loss) per common share, the basic and diluted weighted average number of common shares outstanding for the three and nine months ended September 30, 2008 includes the effect of 6,288,637 and 6,299,102 exchangeable shares of Waste Services (CA), respectively, (exchangeable for 2,096,212 and 2,099,700 shares of our common stock, respectively), as if they were shares of our outstanding common stock. For the three and nine months ended September 30, 2007, the weighted average number of shares of common stock outstanding includes the effect of 6,307,862 and 6,308,359 exchangeable shares of Waste Services (CA), respectively, (exchangeable for 2,102,620 and 2,102,786 shares of our common stock, respectively), as if they were shares of our outstanding common stock.

     Outstanding stock options and warrants with an exercise price above a given period’s weighted-average market price are excluded from that period’s diluted earnings per share computation as their effect would be anti-dilutive. For the three and nine months ended September 30, 2008 there were 3,076,129 stock options and 2,984,362 common stock purchase warrants that were anti-dilutive. For the three and nine months ended September 30, 2007 there were 2,739,944 stock options and 531,750 common stock purchase warrants that were anti-dilutive.

2. Recently Issued Accounting Pronouncements and Adopted Accounting

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. In February 2008, the FASB deferred the effective date of SFAS 157 by one year for certain non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On January 1, 2008, we adopted the provisions of SFAS 157, except as it applies to those nonfinancial assets and nonfinancial liabilities for which the effective date has been delayed by one year. The adoption of SFAS 157 did not have a material effect on our financial position or results of operations. The book values of cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value of the term loan facility under our Senior Secured Credit Facilities and our 9¹/2% Senior Subordinated Notes at September 30, 2008 is estimated at $226.8 million and $156.2 million, respectively, based on quoted market prices.

     On January 1, 2008, we adopted the provisions of SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. The fair value option: (i) may be applied instrument by instrument, with a few exceptions, such as investments accounted for by the equity method; (ii) is irrevocable (unless a new election date occurs); and (iii) is applied only to entire instruments and not to portions of instruments. We did not elect to report any additional assets or liabilities at fair value and accordingly, the adoption of SFAS 159 did not have a material effect on our financial position or results of operations.

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) establishes the principles and requirements for how an acquirer: (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is to be applied prospectively to business combinations consummated on or after the beginning of the first annual reporting period on or after December 15, 2008, with early adoption prohibited. We are currently evaluating the impact SFAS 141(R) will have upon adoption on our accounting for acquisitions. Previously any changes in valuation allowances as a result of income from acquisitions for certain deferred tax assets would serve to reduce goodwill whereas under SFAS 141(R), any changes in the valuation allowance related to income from acquisitions currently or in prior periods will serve to reduce income taxes in the period in which the reserve is reversed.

7

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

Additionally, under SFAS 141(R), transaction related expenses that were previously capitalized as “deal costs” will be expensed as incurred. As of September 30, 2008, our deferred transaction related expenses for transactions currently in negotiation are de minimis. Upon our adoption of SFAS 141(R) on January 1, 2009, we will expense any deferred transaction related costs that are associated with a transaction that is not completed prior to the end of 2008.

     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards that require (i) noncontrolling interests to be reported as a component of equity; (ii) changes in a parent’s ownership interest while the parent retains its controlling interest to be accounted for as equity transactions; and (iii) any retained noncontrolling equity investment upon the deconsolidation of a subsidiary to be initially measured at fair value. SFAS 160 is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008, with early adoption prohibited. We do not expect the adoption of SFAS 160 to have a material effect on our financial position or results of operations.

3. Share-Based Payments

     Stock-based compensation expense was $0.8 million and $1.3 million, for the three months ended September 30, 2008 and 2007, respectively, and $2.8 million and $2.3 million, for the nine months ended September 30, 2008 and 2007, respectively. During the nine months ended September 30, 2008, we granted 742,500 restricted stock units to our employees and directors, none of which were granted during the three months ended September 30, 2008. These restricted stock units may vest in three equal tranches over each of the next three fiscal years and are contingent on the achievement of specific performance criteria. The fair value of the first tranche of restricted stock units of approximately $2.2 million, or $9.02 per unit, will be expensed based on our estimate of achieving the specific performance criteria on a straight-line basis over the requisite service period. Additionally, during the nine months ended September 30, 2008, we granted options to purchase 233,500 shares of our common stock to certain employees, 3,500 of which were granted during the three months ended September 30, 2008. These options have a strike price of $9.50 per share and vest one-third over each of the following three years. During the nine months ended September 30, 2007, we granted options to purchase 822,000 shares of our common stock 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 the option grants was $5.55 and $5.94, for the nine months ended September 30, 2008 and 2007 respectively. The fair value of options granted is estimated using the Black-Scholes option pricing model using the following assumptions:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Annual dividend yield		—			—			—			—
Weighted average expected life (years)		6.7			3.0			7.0			3.0
Risk-free interest rate		3.8	%		4.6	%		3.2	%		4.5	%
Expected volatility		53	%		89	%		61	%		92	%

     Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods that correspond to the expected life of the grant. We believe this method produces an estimate that is representative of our expectations of future 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 on 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 for the expected life of the options at the date of grant.

     SFAS 123(R) (revised 2004), “Share-Based Payment” 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 nine months ended September 30, 2008, no employee options were exercised, 212,996 options were forfeited and 502,653 options expired. As of September 30, 2008, $1.6 million and $0.7 million of total unrecognized compensation cost related to employee stock options and restricted stock units is expected to be recognized over a weighted average period of approximately 1.4 years and 0.5 years, respectively.

8

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

4. Discontinued Operations

     In March 2008, we sold our hauling and material recovery operations and a construction and demolition landfill site in the Jacksonville, Florida market to an independent third party. The proceeds from this sale approximated $56.7 million of cash, including working capital. Should the construction and demolition landfill site not obtain certain permits relating to an expansion of at least 2.4 million cubic yards by the fourth anniversary of the closing, we shall refund to the buyer $10.0 million of purchase price and receive title to the expansion property free and clear of all liens. Accordingly, we have deferred this portion of the proceeds, net of our $3.0 million cost basis. Should these permits be obtained, we will recognize an additional gain on sale of $7.0 million. Should the property be returned to us, we will record the property at the lower of its cost or current fair market value on the date it is returned. Simultaneously with the closing of the sale transaction we entered into an operating lease with the buyer for certain land and buildings used in the Jacksonville, Florida operations, for a term of five years at $0.5 million per year. Commencing in April 2009, the lessee has the option to purchase the leased assets at a purchase price of $6.0 million. We utilized $42.5 million of the proceeds to make a prepayment of the term notes under our Senior Secured Credit Facilities. Accordingly, we expensed approximately $0.5 million of unamortized debt issue costs relating to this retirement.

     In June 2007, we completed transactions to acquire WCA Waste Corporation’s (“WCA”) hauling and transfer station operations near Fort Myers, Florida and to sell our Texas operations to WCA. Additionally, as part of the transaction with WCA, we received $23.7 million in cash and issued a $10.5 million non-interest bearing promissory note with payments of $125,000 per month until June 2014. The net present value of the note at the time of closing was approximately $8.1 million.

     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 and paid $15.8 million including net working capital between the two operations and transaction costs.

     We have presented the net assets and operations of our Jacksonville, Florida operations, Texas operations and Arizona operations as discontinued operations for all periods presented. Revenue from discontinued operations was nil and $6.8 million for the three months ended September 30, 2008 and 2007, respectively, and $4.7 million and $30.2 million for the nine months ended September 30, 2008 and 2007, respectively. Pre-tax net income from discontinued operations was nil and $1.1 million for the three months ended September 30, 2008 and 2007, respectively, and $0.7 million and $1.8 million for the nine months ended September 30, 2008 and 2007, respectively. During the nine months ended September 30, 2008, we recognized a pre-tax gain on disposal of $11.4 million relative to the sale of the Jacksonville, Florida operations and an associated income tax provision of $4.5 million. During the nine months ended September 30, 2007, we recognized a loss on disposal of $12.2 million relative to the sale of the Texas operations and a gain on disposal of $0.8 million relative to the sale of the Arizona operations. No income tax provision or benefit has been attributed to the Texas or Arizona disposals. Included in the calculation of the gain on disposal for the Jacksonville, Florida operations and Arizona operations was approximately $23.6 million and $21.0 million of goodwill, respectively. There was no goodwill associated with the Texas operations.

     The following table summarizes our proceeds and the pre-tax resulting gain (loss) on sale for the nine months ended September 30, 2008 and 2007:

	2008		2007
	Jacksonville		Arizona		Texas
	Operations		Operations		Operations			Total
Fair value of operations received	$	—	$	52,351	$	18,471		$	70,822
Cash received, net of amounts deferred and promissory note issued relative to the Texas disposal		46,685		—		15,638			15,638
Less:
Carrying value of operations sold		35,331		51,559		46,353			97,912
Pre-tax gain (loss) on disposition of discontinued operations	$	11,354	$	792	$	(12,244	)	$	(11,452	)

     Subsequent to the disposal of our Jacksonville, Florida operations, Texas operations and Arizona operations, we adjusted the pre-tax gain (loss) on disposal for the settlement of working capital of approximately $0.2 million for each transaction.

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

     Net assets related to the Jacksonville, Florida operations as of December 31, 2007 were as follows (unaudited):

Prepaid expenses and other current assets	$	167
Current assets of discontinued operations		167
Property and equipment		7,219
Landfill sites		7,610
Goodwill and other intangible assets		25,697
Non-current assets of discontinued operations		40,526
Total assets of discontinued operations	$	40,693
Accrued expenses and other current liabilities	$	765
Current liabilities of discontinued operations		765
Accrued closure, post closure and other obligations		2,195
Non-current liabilities of discontinued operations		2,195
Total liabilities of discontinued operations	$	2,960
Net assets of discontinued operations	$	37,733

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.

     In April 2007, we completed the acquisition of a roll-off collection and transfer operation, a transfer station development project and a landfill development project in southwest Florida operated by USA Recycling Holdings, LLC, USA Recycling, LLC and Freedom Recycling Holdings, LLC for a total purchase price of $51.2 million, of which $7.5 million is contingent upon the receipt of certain landfill operating permits, $2.5 million is contingent on the receipt of certain operating permits for the transfer station and $18.5 million is due and payable at the earlier of the receipt of all operating permits for the landfill site, or January, 2009, and delivery of title to the property. To date we have advanced $9.5 million towards the purchase of the landfill development project. The existing transfer station is permitted to accept construction and demolition waste volume, and we are internalizing this additional volume to our SLD Landfill in southwest Florida. Also in April 2007, we acquired a “tuck-in” hauling operation in Ontario, Canada for cash consideration of approximately C$1.5 million.

     In June 2007, we completed transactions to acquire WCA’s hauling and transfer station operations near Fort Myers, Florida and to sell our Texas operations to WCA. The transfer station is permitted to accept construction and demolition waste volume, and we are internalizing this additional volume to our SLD Landfill. The estimated fair value of the WCA assets acquired approximated $18.4 million.

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

     The following unaudited pro forma information shows the results of our operations for the nine months ended September 30, 2007 as if acquisitions completed in 2007 had occurred as of January 1, 2007 (in thousands except per share amounts):

Revenue	$	359,836
Net loss from continuing operations	$	(12,597	)
Basic and diluted loss per share — continuing operations	$	(0.27	)
Basic and diluted pro forma weighted average number of common shares outstanding		45,984

     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. No pro forma disclosure has been presented for the three and nine months ended September 30, 2008 and the three months ended September 30, 2007 as the results of the operations of the acquisitions described above have been included in our consolidated results for these periods.

6. Prepaid Expenses and Other Current Assets

     Prepaid expenses and other current assets consist of the following (unaudited):

	September 30,		December 31,
	2008		2007
Prepaid expenses	$	3,563	$	5,808
Parts and supplies		1,986		2,192
Royalty receivable		—		1,321
Other current assets		1,826		2,017
	$	7,375	$	11,338

7. Property and Equipment

     Property and equipment consist of the following (unaudited):

	September 30,			December 31,
	2008			2007
Land and buildings	$	73,236		$	67,088
Vehicles		151,463			144,926
Containers, compactors and landfill and recycling equipment		92,988			92,733
Furniture, fixtures, other office equipment and leasehold improvements		12,291			12,449
Total property and equipment		329,978			317,196
Less: Accumulated depreciation		(135,236	)		(124,598	)
Property and equipment, net	$	194,742		$	192,598

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

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

Landfill Sites

     Landfill sites consist of the following (unaudited):

	September 30,			December 31,
	2008			2007
Landfill sites	$	258,312		$	253,266
Less: Accumulated depletion		(68,204	)		(62,815	)
Landfill sites, net	$	190,108		$	190,451

     The changes in landfill sites for the nine months ended September 30, 2008 and 2007 are as follows (unaudited):

	Nine Months Ended September 30,
	2008			2007
Balance at the beginning of the period	$	190,451		$	187,796
Landfill site construction costs		7,289			12,950
Additional asset retirement obligations		1,284			2,116
Depletion		(7,784	)		(12,499	)
Purchase price adjustments for prior acquisitions		49			505
Reclassification to conservatory		—			(1,028	)
Effect of foreign exchange rate fluctuations		(1,181	)		2,413
Balance at the end of the period	$	190,108		$	192,253

Deferred Income Taxes, Accrued Closure, Post-Closure and Other Obligations

     Accrued closure, post-closure, deferred income taxes and other obligations consist of the following (unaudited):

	September 30,		December 31,
	2008		2007
Deferred income tax liability	$	31,649	$	29,644
Accrued closure and post-closure obligations		13,871		14,678
Accrued severance		1,290		2,181
Capital lease obligations		684		867
Other obligations		941		1,144
	$	48,435	$	48,514

     Our deferred income tax liability primarily relates to the deferred tax liabilities generated by our tax deductible goodwill and our requirement to establish a full valuation allowance against our net deferred tax assets and net operating loss carry-forwards.

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

     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 nine months ended September 30, 2008 and 2007 are as follows (unaudited):

	Nine Months Ended September 30,
	2008			2007
Current portion at the beginning of period	$	4,153		$	5,570
Long-term portion at the beginning of period		14,678			8,360
Balance at the beginning of period		18,831			13,930
Additional asset retirement obligations		1,284			2,116
Accretion		589			417
Payments		(304	)		(1,097	)
Effect of foreign exchange rate fluctuations		(627	)		1,270
Balance at the end of period		19,773			16,636
Less: Current portion		(5,902	)		(2,765	)
Long-term portion	$	13,871		$	13,871

9. Goodwill and Other Intangible Assets

     Goodwill and other intangible assets consist of the following (unaudited):

	September 30,			December 31,
	2008			2007
Other intangible assets subject to amortization:
Customer relationships and contracts	$	49,102		$	51,924
Non-competition agreements and other		5,583			6,011
		54,685			57,935
Less: Accumulated amortization:
Customer relationships and contracts		(25,188	)		(23,714	)
Non-competition agreements and other		(1,885	)		(1,396	)
Other intangible assets subject to amortization, net		27,612			32,825
Goodwill		357,808			364,941
Goodwill and other intangible assets, net	$	385,420		$	397,766

     The changes in goodwill for the nine months ended September 30, 2008 and 2007 are as follows (unaudited):

	Nine Months Ended September 30, 2008
	Florida			Canada			Total
Balance at the beginning of the period	$	262,338		$	102,603		$	364,941
Purchase price allocation adjustments for prior acquisitions		(104	)		—			(104	)
Effect of foreign exchange rate fluctuations		—			(7,029	)		(7,029	)
Balance at the end of the period	$	262,234		$	95,574		$	357,808

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

	Nine Months Ended September 30, 2007
	Florida		Canada		Total
Balance at the beginning of the period	$	211,482	$	86,848	$	298,330
Acquisitions		25,089		386		25,475
Purchase price allocation adjustments for prior acquisitions		3,536		61		3,597
Effect of foreign exchange rate fluctuations		—		14,942		14,942
Balance at the end of the period	$	240,107	$	102,237	$	342,344

10. Other Assets

     Other assets consist of the following (unaudited):

	September 30,		December 31,
	2008		2007
Debt issue costs, net of accumulated amortization of $6,895 and $5,787 as of September 30, 2008 and December 31, 2007, respectively	$	5,814	$	7,822
Acquisition deposits and deferred acquisition costs		13,234		9,407
Other assets		514		512
	$	19,562	$	17,741

     Included in acquisition deposits and deferred acquisition costs as of September 30, 2008 and December 31, 2007 are amounts advanced for the acquisition of our landfill development project in southwest Florida.

11. Accrued Expenses and Other Current Liabilities

     Accrued expenses and other current liabilities consist of the following (unaudited):

	September 30,		December 31,
	2008		2007
Deferred revenue	$	10,954	$	11,613
Accrued compensation and benefits		10,685		12,317
Accrued acquisition costs		7,811		1,200
Accrued interest		7,780		4,588
Accrued insurance		7,445		6,055
Accrued waste disposal and subcontractor costs		7,355		7,379
Accrued closure and post-closure obligations		5,902		4,153
Accrued royalties and franchise fees		2,914		3,239
Accrued federal and provincial current taxes payable		1,889		8,158
Accrued capital expenditures		1,558		2,233
Accrued professional fees		1,403		970
Current portion of capital lease obligations		243		232
Other accrued expenses and current liabilities		4,498		3,201
	$	70,437	$	65,338

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

12. Debt

     Debt consists of the following (unaudited):

	September 30,			December 31,
	2008			2007
Senior Secured Credit Facilities:
Revolving credit facility	$	—		$	—
Term loan facility, floating interest rate at 4.7% and 7.4% as of September 30, 2008 and December 31, 2007, respectively, due $592 per quarter from September 2009
through March 2010 and $57,409 per quarter thereafter, due March 2011		231,410			273,910
Senior Subordinated Notes, fixed interest rate at 9.5%, due 2014		160,000			160,000
Other secured notes payable, interest at 4.5% to 7.8%, due through 2025 (net of discount of $1,696 and $2,126 at September 30, 2008 and December 31, 2007, respectively)		7,159			7,932
Other subordinated notes payable, interest at 6.7%, due through 2017		2,447			2,598
		401,016			444,440
Less: Current portion		(1,906	)		(2,631	)
Long-term portion	$	399,110		$	441,809

Senior Secured Credit Facilities

     Our Senior Secured Credit Facilities outstanding at September 30, 2008 (the “Prior Credit Facilities”) are governed by our Second Amended and Restated Credit Agreement, entered into on December 28, 2006, as amended, with Lehman Brothers Inc. as Arranger and the other lenders named in the Prior Credit Facilities. The Prior Credit Facilities consist of a revolving credit facility in the amount of $65.0 million, of which $45.0 million is available to our U.S. operations and $20.0 million to our Canadian operations, and a term loan facility in the amount of $231.4 million. The revolver commitments terminate on April 30, 2009 and the term loans mature in specified quarterly installments through March 31, 2011. The Prior Credit Facilities bear interest based on a spread over base rate or Eurodollar loans, as defined, at our option. The Prior Credit Facilities are secured by substantially all of the assets of our U.S. 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. Sixty-five percent of the common shares of Waste Services’ first tier foreign subsidiaries, including Waste Services (CA), are pledged to secure obligations under the Prior Credit Facilities. In March 2008, we used $42.5 million of proceeds from the sale of our Jacksonville, Florida operations to reduce principal amounts outstanding under the term loan facility. As of September 30, 2008, there were no amounts outstanding on the revolving credit facility, while $10.8 million and C$13.7 million of revolver capacity was used to support outstanding letters of credit in the U.S. and Canada, respectively.

     On October 8, 2008, we refinanced our Prior Credit Facilities with new Senior Secured Credit Facilities (the “Credit Facilities”) with a consortium of new lenders. The Credit Facilities provide for a revolving credit facility of $124.8 million, which is available to either Waste Services, Inc. and our U.S. operations or our Canadian operations, in U.S. or Canadian dollars, and C$16.3 million, which is available to our Canadian operations. The new Credit Facilities also provide for a term loan of $39.9 million to Waste Services, Inc. and a term loan of C$132.2 million to Waste Services (CA) Inc. The revolver commitments terminate on October 8, 2013 and the term loans mature in specified quarterly installments beginning December 31, 2008 through October 8, 2013. The Credit Facilities are available to us as base rate loans, Eurodollar loans or Bankers Acceptance loans, plus an applicable margin, as defined, at our option in the respective lending jurisdiction. The blended rate on the Credit Facilities was 7.2%, at the time of close, on a weighted average basis. Also at the time of the refinancing, we drew $27.0 million and C$35.8 million on our revolving credit facility in the U.S. and Canada facilities, respectively. The Credit Facilities are secured by all of our assets and our domestic and foreign subsidiaries, and have the guarantee of our domestic and foreign subsidiaries.

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

     The aggregate annual principal repayments required in respect of the Credit Facilities as of October 8,, 2008 are as follows (unaudited):

	Canadian Term Loan		U.S. Term Loan
2009	C$	6.6	$	2.0
2010		13.2		4.0
2011		19.8		6.0
2012		26.5		8.0
2013		66.1		19.9
	C$	132.2	$	39.9

     Our Credit Facilities 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) maximum total leverage; (ii) maximum senior secured leverage; and (iii) minimum interest coverage. The covenants and restrictions limit the manner in which we conduct our operations and could adversely affect our ability to raise additional capital.

Other Secured Notes Payable

     Included in our other secured notes payable is a $10.5 million non-interest bearing promissory note with payments of $125,000 per month until June 2014. The note was entered into as part of our transactions with WCA to acquire certain of their assets in Florida and sell our Texas operations. The net present value of the remaining payments due under the note as of September 30, 2008 approximates $6.9 million, and will accrete at 7.8%. The note is secured by the transfer station and related permit acquired from WCA.

Senior Subordinated Notes

     On April 30, 2004, we completed a private offering of 9¹/2% 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 semiannually 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 Senior Secured Credit Facilities.

     The Senior Subordinated Notes are unsecured and are subordinate to our existing and future senior secured indebtedness, including our Senior Secured 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 Senior 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. As of September 30, 2008, our Canadian operations were not guarantors under the Senior Subordinated Notes.

     Simultaneously with entering into our new Credit Facilities in October 2008, certain amendments to the governing Indenture to the Senior Subordinated Notes became operative. These amendments enabled our Canadian subsidiaries, upon becoming guarantors of the Senior Subordinated Notes, to incur indebtedness to the same extent as other guarantors of the notes and allowed for the refinancing of our Senior Secured Credit Facilities. Following the amendments to the Indenture, our obligations with respect to the Senior 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 and foreign restricted subsidiaries.

     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;

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

(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.

Direct Financing Lease Facility

     In January 2008, we entered into a direct financing lease facility to finance our fleet purchases in Florida. Availability under the facility is $6.0 million and the leases can extend for five or seven years. Vehicles purchased under the facility will be ineligible for tax depreciation deductions. Leases under the facility will be treated as capital leases and considered secured debt for purposes of our Senior Secured Credit Facilities. As of September 30, 2008 there were no amounts outstanding under the lease facility.

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 or expansion 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. in the United States District Court in the Middle District of Florida (Orlando). The Complaint alleged 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 sought in excess of $25.0 million in damages against Waste Management. If we were successful in our suit under antitrust laws, Waste Management would have been liable for treble damages. On February 9, 2007, the Court granted summary judgment dismissing all of our claims. Our appeal of the dismissal by the United States Court of Appeals for the 11th Circuit was denied in May 2008.

     No provision has been made in these financial statements for the above matters. We do not currently believe that the possible losses in respect of outstanding 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 September 30, 2008 and December 31, 2007, we provided customers, an insurer and various regulatory authorities with such bonds and letters of credit amounting to approximately $86.0 million and $87.4 million, respectively, to collateralize our obligations.

     Our domestic based workers’ compensation, automobile and general liability 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’

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

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 September 30, 2008, and included in the $86.0 million of bonds and letters of credit previously discussed, we have posted a letter of credit with our U.S. insurer of approximately $10.2 million to secure the liability for losses within the deductible limit.

     The changes in insurance reserves for our U.S. operations for the nine months ended September 30, 2008 and 2007 are as follows (unaudited):

	Nine Months Ended September 30,
	2008			2007
Balance at the beginning of the period	$	6,055		$	5,327
Provisions		3,975			3,343
Payments		(3,408	)		(2,838	)
Unfavorable (favorable) claim development for prior periods		823			(336	)
Balance at the end of the period	$	7,445		$	5,496

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 five year period from the date of the Disposal Agreement, 850,000 metric tonnes of waste per year, and for the next two years after the expiration of the first five 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 since expired.

Other Contractual Arrangements

     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 on 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 September 30, 2008, 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.

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

     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 September 30, 2008 and December 31, 2007, 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 29,219,011 common shares of Waste Services (CA) for 29,219,011 shares of our common stock; and (ii) the conversion of the remaining 3,076,558 common shares of Waste Services (CA) held by non-U.S. residents and who elected to receive exchangeable shares, into 9,229,676 exchangeable shares of Waste Services (CA) which are exchangeable for 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.

Warrants

     We have outstanding warrants to purchase shares of our common stock. As of September 30, 2008, all of these warrants were exercisable. Activity for the nine months ended September 30, 2008 for shares issuable upon exercise of these warrants, which expire at various dates through September 2011, is summarized as follows:

						Weighted
				Weighted		Average
	Number			Average		Remaining		Aggregate
	of Shares			Exercise		Contractual		Intrinsic
	Issuable			Price		Term		Value
Outstanding at the beginning of the period		4,931,295		$	9.09		1.7	$	161
Exercised		(6,666	)		9.00
Expired		(1,606,934	)		9.24
Outstanding at the end of the period		3,317,695			8.50		1.6		—

15. Comprehensive Income (Loss)

     Comprehensive income (loss) includes the effects of foreign currency translation. Comprehensive income (loss) for the three and nine months ended September 30, 2008 and 2007 is as follows (unaudited):

19

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Net income (loss)	$	3,469		$	(5,024	)	$	20,108		$	(23,102	)
Foreign currency translation adjustment		(9,275	)		13,881			(15,306	)		29,984
Comprehensive income (loss)	$	(5,806	)	$	8,857		$	4,802		$	6,882

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 and reporting structure and the information used by our chief operating decision maker 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 in the U.S. we operate exclusively in Florida. For segment reporting, we define “Corporate” as overhead expenses, not specifically attributable to our Florida or Canadian operations, incurred both domestically and in Canada. As previously discussed, we have divested of our Jacksonville, Florida operations, Texas operations and Arizona operations and as such the results of these operations are presented as discontinued operations and are not included in the segment data presented.

     We believe our Canadian operating 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 our regions and 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 operation-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 and nine months ended September 30, 2008 and 2007 is as follows (unaudited):

	Three Months Ended September 30, 2008
	Florida		Canada		Corporate			Total
Revenue	$	58,468	$	67,277	$	—		$	125,745
Depreciation, depletion and amortization		6,482		4,714		307			11,503
Income (loss) from operations		9,347		13,035		(5,861	)		16,521
Capital expenditures		8,971		9,688		162			18,821

	Three Months Ended September 30, 2007
	Florida		Canada		Corporate			Total
Revenue	$	63,785	$	59,989	$	—		$	123,774
Depreciation, depletion and amortization		10,209		4,814		347			15,370
Income (loss) from operations		6,600		11,262		(9,042	)		8,820
Capital expenditures		10,812		12,357		274			23,443

	Nine Months Ended September 30, 2008
	Florida		Canada		Corporate			Total
Revenue	$	179,331	$	191,304	$	—		$	370,635
Depreciation, depletion and amortization		19,828		13,995		1,003			34,826
Income (loss) from operations		29,651		35,885		(20,009	)		45,527
Capital expenditures		16,472		22,180		568			39,220

20

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

	Nine Months Ended September 30, 2007
	Florida		Canada		Corporate			Total
Revenue	$	177,546	$	160,648	$	—		$	338,194
Depreciation, depletion and amortization		26,717		13,128		1,000			40,845
Income (loss) from operations		22,269		27,972		(22,265	)		27,976
Capital expenditures		24,550		19,629		1,122			45,301

17. Condensed Consolidating Financial Statements

     As of September 30, 2008, Waste Services is the primary obligor under the Senior Subordinated Notes, however Waste Services has no independent operating assets or operations, and the guarantees of our domestic subsidiaries, which are all wholly owned subsidiaries, are full and unconditional and joint and several with respect to the Senior Subordinated Notes, including principal, interest, premium, if any, and liquidated damages, if any. In October 2008 and pursuant to certain amendments to the Indenture, our Canadian subsidiaries became guarantors under the Senior Subordinated Notes. Presented below are our Unaudited Condensed Consolidating Balance Sheets as of September 30, 2008 and December 31, 2007 and the related Unaudited Condensed Consolidating Statements of Operations for the three and nine months ended September 30, 2008 and 2007 and the Unaudited Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2008 and 2007 of Waste Services, Inc. (the “Parent”), our U.S. guarantor subsidiaries (“Guarantors”) and the non-guarantor Canadian subsidiaries (“Non-guarantors”):

21

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

	September 30, 2008
					Non-
	Parent		Guarantors		Guarantors		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	28,291	$	53	$	12,651	$	—		$	40,995
Accounts receivable, net		—		25,089		37,192		—			62,281
Prepaid expenses and other current assets		407		1,958		5,010		—			7,375
Total current assets		28,698		27,100		54,853		—			110,651
Property and equipment, net		211		102,424		92,107		—			194,742
Landfill sites, net		—		173,670		16,438		—			190,108
Goodwill and other intangible assets, net		—		289,054		96,366		—			385,420
Other assets		19,419		143		—		—			19,562
Due from affiliates		1,987		—		—		(1,987	)		—
Investment in subsidiary		771,491		—		—		(771,491	)		—
Total assets	$	821,806	$	592,391	$	259,764	$	(773,478	)	$	900,483
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,651	$	1,457	$	11,245	$	—		$	22,353
Accrued expenses and other current liabilities		29,123		25,329		15,985		—			70,437
Short-term financing and current portion of long-term debt		1,693		213		—		—			1,906
Total current liabilities		40,467		26,999		27,230		—			94,696
Long-term debt		396,876		2,234		—		—			399,110
Deferred income taxes, accrued closure, post-closure and other obligations		26,221		5,547		16,667		—			48,435
Due to affiliates		—		—		1,987		(1,987	)		—
Total liabilities		463,564		34,780		45,884		(1,987	)		542,241
Shareholders’ equity:
Common stock of Waste Services, Inc		439		—		—		—			439
Other equity		357,803		557,611		213,880		(771,491	)		357,803
Total shareholders’ equity		358,242		557,611		213,880		(771,491	)		358,242
Total liabilities and shareholders’ equity	$	821,806	$	592,391	$	259,764	$	(773,478	)	$	900,483

22

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

	December 31, 2007
					Non-
	Parent		Guarantors		Guarantors		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	9,080	$	239	$	11,387	$	—		$	20,706
Accounts receivable, net		—		30,902		36,293		—			67,195
Prepaid expenses and other current assets		37		2,449		8,852		—			11,338
Current assets of discontinued operations		—		167		—		—			167
Total current assets		9,117		33,757		56,532		—			99,406
Property and equipment, net		235		99,541		92,822		—			192,598
Landfill sites, net		—		173,803		16,648		—			190,451
Goodwill and other intangible assets, net		—		294,056		103,710		—			397,766
Other assets		17,550		191		—		—			17,741
Due from affiliates		1,021		—		—		(1,021	)		—
Investment in subsidiary		816,054		—		—		(816,054	)		—
Non-current assets of discontinued operations		—		40,526		—		—			40,526
Total assets	$	843,977	$	641,874	$	269,712	$	(817,075	)	$	938,488
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,480	$	2,903	$	14,258	$	—		$	26,641
Accrued expenses and other current liabilities		17,571		21,973		25,794		—			65,338
Short-term financing and current portion of long-term debt		2,428		203		—		—			2,631
Current liabilities of discontinued operations		—		765		—		—			765
Total current liabilities		29,479		25,844		40,052		—			95,375
Long-term debt		439,415		2,394		—		—			441,809
Deferred income taxes, accrued closure, post-closure and other obligations		24,488		6,134		17,892		—			48,514
Due to affiliates		—		—		1,021		(1,021	)		—
Non-current liabilities of discontinued operations		—		2,195		—		—			2,195
Total liabilities		493,382		36,567		58,965		(1,021	)		587,893
Shareholders’ equity:
Common stock of Waste Services, Inc		439		—		—		—			439
Other equity		350,156		605,307		210,747		(816,054	)		350,156
Total shareholders’ equity		350,595		605,307		210,747		(816,054	)		350,595
Total liabilities and shareholders’ equity	$	843,977	$	641,874	$	269,712	$	(817,075	)	$	938,488

23

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

	Three Months Ended September 30, 2008
						Non-
	Parent			Guarantors		Guarantors		Eliminations			Consolidated
Revenue	$	—		$	58,468	$	67,277	$	—		$	125,745
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		—			38,114		44,398		—			82,512
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		3,142			4,505		7,427		—			15,074
Depreciation, depletion and amortization		27			6,482		4,994		—			11,503
Foreign exchange loss and other		—			20		115		—			135
Equity earnings in investees, net of tax		(14,297	)		—		—		14,297			—
Income from operations		11,128			9,347		10,343		(14,297	)		16,521
Interest expense		7,659			42		29		—			7,730
Income from continuing operations before income taxes		3,469			9,305		10,314		(14,297	)		8,791
Income tax provision		—			1,739		3,583		—			5,322
Net income	$	3,469		$	7,566	$	6,731	$	(14,297	)	$	3,469

24

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

	Three Months Ended September 30, 2007
							Non-
	Parent			Guarantors			Guarantors			Eliminations			Consolidated
Revenue	$	—		$	63,785		$	59,989		$	—		$	123,774
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		—			41,084			39,645			—			80,729
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		6,125			5,208			6,872			—			18,205
Depreciation, depletion and amortization		22			10,209			5,139			—			15,370
Foreign exchange loss (gain) and other		—			684			(34	)		—			650
Equity earnings in investees, net of tax		(11,314	)		—			—			11,314			—
Income from operations		5,167			6,600			8,367			(11,314	)		8,820
Interest expense		10,191			39			13			—			10,243
Income (loss) from continuing operations before income taxes		(5,024	)		6,561			8,354			(11,314	)		(1,423	)
Income tax provision		—			1,716			2,758			—			4,474
Net income (loss) from continuing operations		(5,024	)		4,845			5,596			(11,314	)		(5,897	)
Net income from discontinued operations, net of tax of nil		—			1,071			—			—			1,071
Loss on sale of discontinued operations, net of tax of nil		—			(198	)		—			—			(198	)
Net income (loss)	$	(5,024	)	$	5,718		$	5,596		$	(11,314	)	$	(5,024	)

25

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

	Nine Months Ended September 30, 2008
							Non-
	Parent			Guarantors			Guarantors		Eliminations			Consolidated
Revenue	$	—		$	179,331		$	191,304	$	—		$	370,635
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		—			116,497			126,164		—			242,661
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		10,236			13,819			23,888		—			47,943
Depreciation, depletion and amortization		75			19,828			14,923		—			34,826
Foreign exchange loss (gain) and other		1			(464	)		141		—			(322	)
Equity earnings in investees, net of tax		(55,902	)		—			—		55,902			—
Income from operations		45,590			29,651			26,188		(55,902	)		45,527
Interest expense		25,482			134			154		—			25,770
Income from continuing operations before income taxes		20,108			29,517			26,034		(55,902	)		19,757
Income tax provision (benefit)		—			(1,979	)		8,871		—			6,892
Net income from continuing operations		20,108			31,496			17,163		(55,902	)		12,865
Net income from discontinued operations, net of income tax provision of $301		—			374			—		—			374
Gain on sale of discontinued operations, net of income tax provision of $4,485		—			6,869			—		—			6,869
Net income	$	20,108		$	38,739		$	17,163	$	(55,902	)	$	20,108

26

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

	Nine Months Ended September 30, 2007
							Non-
	Parent			Guarantors			Guarantors			Eliminations			Consolidated
Revenue	$	—		$	177,546		$	160,648		$	—		$	338,194
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		—			114,921			107,074			—			221,995
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		14,397			13,114			19,804			—			47,315
Depreciation, depletion and amortization		52			26,717			14,076			—			40,845
Foreign exchange loss (gain) and other		(175	)		525			(287	)		—			63
Equity earnings in investees, net of tax		(21,699	)		—			—			21,699			—
Income from operations		7,425			22,269			19,981			(21,699	)		27,976
Interest expense		30,527			140			151			—			30,818
Income (loss) from continuing operations before income taxes		(23,102	)		22,129			19,830			(21,699	)		(2,842	)
Income tax provision		—			3,504			7,114			—			10,618
Net income (loss) from continuing operations		(23,102	)		18,625			12,716			(21,699	)		(13,460	)
Net income from discontinued operations, net of tax of nil		—			1,810			—			—			1,810
Loss on sale of discontinued operations, net of tax of nil		—			(11,452	)		—			—			(11,452	)
Net income (loss)	$	(23,102	)	$	8,983		$	12,716		$	(21,699	)	$	(23,102	)

27

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

	Nine Months Ended September 30, 2008
							Non-
	Parent			Guarantors			Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	(17,164	)	$	43,426		$	23,824		$	—		$	50,086
Cash flows from investing activities:
Capital expenditures		(61	)		(16,472	)		(22,687	)		—			(39,220	)
Proceeds from sale of the Jacksonville, Florida operations		—			56,685			—			—			56,685
Proceeds from asset sales and business divestitures		10			891			129			—			1,030
Deposits for business acquisitions and other		(3,827	)		—			(49	)		—			(3,876	)
Intercompany		83,640			—			—			(83,640	)		—
Net cash provided by (used in) continuing operations		79,762			41,104			(22,607	)		(83,640	)		14,619
Net cash used in discontinued operations		—			(43	)		—			—			(43	)
Net cash provided by ( used in) investing activities		79,762			41,061			(22,607	)		(83,640	)		14,576
Cash flows from financing activities:
Principal repayments of debt and capital lease obligations		(43,447	)		(150	)		—			—			(43,597	)
Proceeds from the exercise of options and warrants		60			—			—			—			60
Intercompany		—			(84,523	)		883			83,640			—
Net cash provided by (used in) financing activities — continuing operations		(43,387	)		(84,673	)		883			83,640			(43,537	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(836	)		—			(836	)
Increase (decrease) in cash and cash equivalents		19,211			(186	)		1,264			—			20,289
Cash and cash equivalents at the beginning of the period		9,080			239			11,387			—			20,706
Cash and cash equivalents at the end of the period	$	28,291		$	53		$	12,651		$	—		$	40,995

28

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

	Nine Months Ended September 30, 2007
							Non-
	Parent			Guarantors			Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	(32,802	)	$	53,005		$	27,150		$	—		$	47,353
Cash flows from investing activities:
Cash used in business combinations and significant asset acquisitions, net of cash acquired		—			(30,892	)		(1,397	)		—			(32,289	)
Capital expenditures		(123	)		(24,550	)		(20,628	)		—			(45,301	)
Proceeds from asset sales		—			17,772			60			—			17,832
Deposits for business acquisitions and other		(8,338	)		117			(1,599	)		—			(9,820	)
Intercompany		10,648			—			—			(10,648	)		—
Net cash used in continuing operations		2,187			(37,553	)		(23,564	)		(10,648	)		(69,578	)
Net cash used in discontinued operations		—			(5,510	)		—			—			(5,510	)
Net cash used in investing activities		2,187			(43,063	)		(23,564	)		(10,648	)		(75,088	)
Cash flows from financing activities:
Proceeds from issuance of debt and draws on revolving credit facility		84,066			—			—			—			84,066
Principal repayments of debt and capital lease obligations		(49,395	)		(142	)		—			—			(49,537	)
Proceeds from the exercise of options and warrants		691			—			—			—			691
Fees paid for financing costs		(1,259	)		—			—			—			(1,259	)
Intercompany		—			(9,344	)		(1,304	)		10,648			—
Net cash provided by (used in) financing activities — continuing operations		34,103			(9,486	)		(1,304	)		10,648			33,961
Effect of exchange rate changes on cash and cash equivalents		—			—			1,240			—			1,240
Increase (decrease) in cash and cash equivalents		3,488			456			3,522			—			7,466
Cash and cash equivalents at the beginning of the period		2,190			563			5,779			—			8,532
Cash and cash equivalents at the end of the period	$	5,678		$	1,019		$	9,301		$	—		$	15,998

29

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, 2007, as filed with the Securities and Exchange Commission, including the factors set forth in the section titled “Cautionary Statement 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 our Canadian operations are located in Eastern Canada (Ontario) and Western Canada (Alberta, Saskatchewan and British Columbia). We divested our Jacksonville, Florida operations in March 2008, our Texas operations in June 2007 and our Arizona operations in March 2007 and as a result, these operations are presented as discontinued for all periods presented.

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 homeowner 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.

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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 to seven 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 currently 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 or upon our adoption of SFAS No. 141 (revised 2007), “Business Combinations” on January 1, 2009, 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

Refinancing of Credit Facilities

     On October 8, 2008, we refinanced our Senior Secured Credit Facilities with new Senior Secured Credit Facilities (the “Credit Facilities”) with a consortium of new lenders. The Credit Facilities provide for a revolving credit facility of $124.8 million, which is available to either Waste Services, Inc. and our U.S. operations or our Canadian operations, in U.S. or Canadian dollars, and C$16.3 million, which is available to our Canadian operations. The new Credit Facilities also provide for a term loan of $39.9 million to Waste Services, Inc. and a term loan of C$132.2 million to Waste Services (CA) Inc. The revolver commitments terminate on October 8, 2013 and the term loans mature in specified quarterly installments beginning December 31, 2008 through October 8, 2013. The Credit Facilities are available to us as base rate loans, Eurodollar loans or Bankers Acceptance loans, plus an applicable margin, as defined, at our option in the respective lending jurisdiction. The blended rate on the Credit Facilities was 7.2%, at the time of close, on a weighted average basis. Also at the time of the refinancing, we drew $27.0 million and C$35.8 million on our revolving credit facility in the U.S. and Canada, respectively. The Credit Facilities are secured by all of our assets and our domestic and foreign subsidiaries, and have the guarantee of our domestic and foreign subsidiaries.

     Simultaneously with entering into our new Credit Facilities in October 2008, certain amendments to the governing Indenture to the Senior Subordinated Notes became operative. These amendments enabled our Canadian subsidiaries, upon becoming guarantors of the Senior Subordinated Notes, to incur indebtedness to the same extent as other guarantors of the notes and allowed for the refinancing of our Senior Secured Credit Facilities. Following the amendments to the Indenture, our obligations with respect to the

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Senior 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 and foreign restricted subsidiaries.

Acquisitions and Dispositions

     In March 2008, we sold our hauling and material recovery operations and a construction and demolition landfill site in the Jacksonville, Florida market to an independent third party. The proceeds from this sale approximated $56.7 million of cash, including working capital. Should the construction and demolition landfill site not obtain certain permits relating to an expansion of at least 2.4 million cubic yards by the fourth anniversary of the closing, we shall refund to the buyer $10.0 million of purchase price and receive title to the expansion property free and clear of all liens. Accordingly, we have deferred this portion of the proceeds, net of our $3.0 million cost basis. Should these permits be obtained, we will recognize an additional gain on sale of $7.0 million. Should the property be returned to us, we will record the property at the lower of its cost or current fair market value on the date it is returned. Simultaneously with the closing of the sale transaction we entered into an operating lease with the buyer for certain land and buildings used in the Jacksonville, Florida operations, for a term of five years at $0.5 million per year. Commencing in April 2009, the lessee has the option to purchase the leased assets at a purchase price of $6.0 million. We utilized $42.5 million of the proceeds to make a prepayment of the term notes under our Senior Secured Credit Facilities. Accordingly, we expensed approximately $0.5 million of unamortized debt issue costs relating to this retirement.

     In June 2007, we completed transactions to acquire WCA Waste Corporation’s (“WCA”) hauling and transfer station operations near Fort Myers, Florida and to sell our Texas operations to WCA. The transfer station is permitted to accept construction and demolition waste volume, and we are internalizing this additional volume to our southwest Florida landfill site. The estimated fair value of the WCA assets approximated $18.4 million. Additionally, as part of the transaction with WCA we received $23.7 million in cash and issued a $10.5 million non-interest bearing promissory note with payments of $125,000 per month until June 2014. The net present value of the note at the time of closing was approximately $8.1 million.

     Prior to the WCA transaction, we had significant operations in the construction and demolition market in Fort Myers. We believed that by acquiring WCA’s Southwest Florida operations, we could create greater long-term shareholder value by removing a market competitor, increasing our density and internalizing construction and demolition waste volume to our southwest Florida construction and demolition landfill site. Conversely, our Texas Class I landfill site required significant capital investment for cell construction and new equipment within the next two years. While both markets are extremely competitive, our lack of dedicated collection or hauling assets in Texas meant that in order to realize the full potential of the Texas marketplace earlier in the site life, we would need to acquire additional hauling company assets rather than building them organically over time. Hence we believed that the WCA assets, which were immediately integrated into existing operations, would yield higher future returns than that of the developing Texas market.

     In April 2007, we completed the acquisition of a roll-off collection and transfer operation, a transfer station development project and a landfill development project in southwest Florida operated by USA Recycling Holdings, LLC, USA Recycling, LLC and Freedom Recycling Holdings, LLC for a total purchase price of $51.2 million, of which $7.5 million is contingent upon the receipt of certain landfill operating permits, $2.5 million is contingent on the receipt of certain operating permits for the transfer station and $18.5 million is due and payable at the earlier of the receipt of all operating permits for the landfill site, or January, 2009, and delivery of title to the property. To date we have advanced $9.5 million towards the purchase of the landfill development project. The existing transfer station is permitted to accept construction and demolition waste volume, and we are internalizing this additional volume to our SLD Landfill in southwest Florida. Also in April 2007, we acquired a “tuck-in” hauling operation in Ontario, Canada for cash consideration of approximately C$1.5 million.

     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 and paid $15.8 million including net working capital between the two operations and transaction costs.

     We have presented the net assets and operations of our Jacksonville, Florida operations, Texas operations and Arizona operations as discontinued operations for all periods presented. Revenue from discontinued operations was nil and $6.8 million for the three months ended September 30, 2008 and 2007, respectively, and $4.7 million and $30.2 million for the nine months ended September 30, 2008 and 2007, respectively. Pre-tax net income from discontinued operations was nil and $1.1 million for the three months ended September 30, 2008 and 2007, respectively, and $0.7 million and $1.8 million for the nine months ended September 30, 2008 and 2007, respectively. During the nine months ended September 30, 2008, we recognized a pre-tax gain on disposal of $11.4 million

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relative to the sale of the Jacksonville, Florida operations and an associated income tax provision of $4.5 million. During the nine months ended September 30, 2007, we recognized a loss on disposal of $12.2 million relative to the sale of the Texas operations and a gain on disposal of $0.8 million relative to the sale of the Arizona operations. No income tax provision or benefit has been attributed to the Texas or Arizona disposals. Included in the calculation of the gain on disposal for the Jacksonville, Florida operations and Arizona operations was approximately $23.6 million and $21.0 million of goodwill, respectively. There was no goodwill associated with the Texas operations. The decrease in pre-tax net income from discontinued operations for 2008 compared to 2007 relates primarily to the exclusion of our Jacksonville, Florida operations for the second and third quarters of 2008.

Results of Operations for the Three and Nine Months Ended September 30, 2008 and 2007

     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 our 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 or loss. 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 and nine months ended September 30, 2008 and 2007 are as follows (in thousands):

	Three Months Ended September 30, 2008
	Florida				Canada				Total
Revenue	$	58,468	100.0	%	$	67,277	100.0	%	$	125,745	100.0	%
Operating expenses:
Cost of operations		38,114	65.2	%		44,398	66.0	%		82,512	65.6	%
Selling, general and administrative expense		7,647	13.1	%		7,427	11.0	%		15,074	12.0	%
Depreciation, depletion and amortization		6,509	11.1	%		4,994	7.4	%		11,503	9.1	%
Foreign exchange loss and other		20	0.0	%		115	0.2	%		135	0.2	%
Income from operations	$	6,178	10.6	%	$	10,343	15.4	%	$	16,521	13.1	%

	Three Months Ended September 30, 2007
	Florida				Canada					Total
Revenue	$	63,785	100.0	%	$	59,989		100.0	%	$	123,774	100.0	%
Operating expenses:
Cost of operations		41,084	64.4	%		39,645		66.1	%		80,729	65.2	%
Selling, general and administrative expense		7,338	11.5	%		6,872		11.5	%		14,210	11.5	%
Severance and related costs		3,995	6.3	%		—		0.0	%		3,995	3.2	%
Depreciation, depletion and amortization		10,231	16.0	%		5,139		8.6	%		15,370	12.4	%
Foreign exchange loss (gain) and other		684	1.1	%		(34	)	-0.1	%		650	0.6	%
Income from operations	$	453	0.7	%	$	8,367		13.9	%	$	8,820	7.1	%

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	Nine Months Ended September 30, 2008
	Florida					Canada				Total
Revenue	$	179,331		100.0	%	$	191,304	100.0	%	$	370,635		100.0	%
Operating expenses:
Cost of operations		116,497		65.0	%		126,164	65.9	%		242,661		65.5	%
Selling, general and administrative expense		24,055		13.4	%		23,888	12.5	%		47,943		12.9	%
Depreciation, depletion and amortization		19,903		11.1	%		14,923	7.8	%		34,826		9.4	%
Foreign exchange loss (gain) and other		(463	)	-0.3	%		141	0.1	%		(322	)	-0.1	%
Income from operations	$	19,339		10.8	%	$	26,188	13.7	%	$	45,527		12.3	%

	Nine Months Ended September 30, 2007
	Florida				Canada					Total
Revenue	$	177,546	100.0	%	$	160,648		100.0	%	$	338,194	100.0	%
Operating expenses:
Cost of operations		114,921	64.7	%		107,074		66.7	%		221,995	65.6	%
Selling, general and administrative expense		23,516	13.2	%		19,804		12.3	%		43,320	12.8	%
Severance and related costs		3,995	2.3	%		—		0.0	%		3,995	1.2	%
Depreciation, depletion and amortization		26,769	15.1	%		14,076		8.8	%		40,845	12.1	%
Foreign exchange loss (gain) and other		350	0.2	%		(287	)	-0.2	%		63	0.0	%
Income from operations	$	7,995	4.5	%	$	19,981		12.4	%	$	27,976	8.3	%

Revenue

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

	Three Months Ended September 30,										Nine Months Ended September 30,
	2008					2007					2008					2007
Collection	$	102,284		73.7	%	$	98,747		72.0	%	$	303,654		74.2	%	$	272,942		72.6	%
Landfill disposal		12,818		9.2	%		15,966		11.6	%		37,404		9.1	%		43,302		11.5	%
Transfer station		17,676		12.7	%		16,808		12.2	%		50,243		12.3	%		46,075		12.3	%
Material recovery facilities		5,302		3.8	%		5,185		3.8	%		16,695		4.1	%		12,590		3.3	%
Other specialized services		651		0.6	%		508		0.4	%		1,475		0.3	%		1,017		0.3	%
		138,731		100.0	%		137,214		100.0	%		409,471		100.0	%		375,926		100.0	%
Intercompany elimination		(12,986	)				(13,440	)				(38,836	)				(37,732	)
	$	125,745				$	123,774				$	370,635				$	338,194

     Revenue was $125.7 million and $123.8 million for the three months ended September 30, 2008 and 2007, respectively, an increase of $1.9 million or 1.6%. The decrease in revenue from our Florida operations for the three months ended September 30, 2008 of $5.3 million or 8.3% was driven by decreased collection, primarily in our industrial and commercial lines of business, and decreased third-party transfer station and landfill volumes of $6.1 million and other net decreases of $3.3 million, primarily related to the expiration of certain residential collection contracts. Offsetting these decreases were price increases of $4.1 million, of which $1.8 million related to fuel and environmental surcharges.

     The increase in revenue from our Canadian operations for the three months ended September 30, 2008 of $7.2 million or 12.0% was due to price increases of $5.8 million, of which $2.6 million related to fuel and environmental surcharges and organic volume growth of $1.6 million. Offsetting these increases were decreases of $1.3 million, primarily related to the loss of residential contracts. The favorable effect of foreign exchange movements increased revenue by $1.1 million.

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     Revenue was $370.6 million and $338.2 million for the nine months ended September 30, 2008 and 2007, respectively, an increase of $32.4 million or 9.6%. The increase in revenue from our Florida operations for the nine months ended September 30, 2008 of $1.8 million or 1.0% was driven by acquisitions net of dispositions of $18.5 million and price increases of $11.0 million, of which $5.0 million related to fuel and environmental surcharges. Offsetting these net increases were decreased collection, primarily in our industrial and commercial lines of business, third-party transfer station and landfill volumes of $18.5 million and other net decreases of $9.2 million, primarily related to the expiration of certain residential collection contracts.

     The increase in revenue from our Canadian operations for the nine months ended September 30, 2008 of $30.6 million or 19.1% was due to price increases of $13.6 million, of which $5.5 million related to fuel and environmental surcharges, and organic volume growth of $5.3 million. Offsetting these increases were decreases of $3.4 million, primarily related to the loss of residential contracts. The favorable effect of foreign exchange movements increased revenue by $15.1 million.

Cost of Operations

     Cost of operations was $82.5 million and $80.7 million for the three months ended September 30, 2008 and 2007, respectively, an increase of $1.8 million or 2.2%. As a percentage of revenue, cost of operations was 65.6% and 65.2% for the three months ended September 30, 2008 and 2007, respectively.

     The decrease in cost of operations from our Florida operations for the three months ended September 30, 2008 of $3.0 million or 7.2% was due to lower costs for third-party disposal due to overall lower collection volumes of $2.4 million, lower variable labor costs of $1.4 million and decreases in other operating costs of $0.6 million. Offsetting these decreases were increased fuel costs of $0.9 million and increased insurance and support costs of $0.5 million. As a percentage of revenue, cost of operations was 65.2% and 64.4% for the three months ended September 30, 2008 and 2007, respectively. The decrease in our domestic gross margin is primarily due to lower landfill volumes, which generally have higher operating margins, and higher insurance and support costs.

     The increase in cost of operations from our Canadian operations for the three months ended September 30, 2008 of $4.8 million or 12.1% was due to increased disposal volumes and costs of $2.4 million, increased fuel costs of $1.4 million and increased labor costs of $0.6 million. Offsetting these increases were decreases in other operating costs of $0.3 million. The unfavorable effect of foreign exchange movements was $0.7 million. Cost of operations as a percentage of revenue remained consistent at 66.0% and 66.1% for the three months ended September 30, 2008 and 2007, respectively as pricing initiatives were offset by higher operating costs.

     Cost of operations was $242.7 million and $222.0 million for the nine months ended September 30, 2008 and 2007, respectively, an increase of $20.7 million or 9.3%. As a percentage of revenue, cost of operations was 65.5% and 65.6% for the nine months ended September 30, 2008 and 2007, respectively.

     The increase in cost of operations from our Florida operations for the nine months ended September 30, 2008 of $1.6 million or 1.4% was due to acquisitions of $10.7 million and increased fuel costs of $2.2 million. Offsetting these increases were lower costs for disposal due to overall lower collection volumes of $6.7 million, lower variable labor costs of $3.6 million and decreases in other operating costs of $1.0 million. As a percentage of revenue, cost of operations was 65.0% and 64.7% for the nine months ended September 30, 2008 and 2007, respectively. The decrease in our domestic gross margin is primarily due to lower landfill volumes, which generally have higher operating margins.

     The increase in cost of operations from our Canadian operations for the nine months ended September 30, 2008 of $19.1 million or 17.8% was due to increased disposal volumes and costs of $4.5 million, increased fuel costs of $3.4 million and increased labor costs of $2.0 million. These increases were offset by decreases in vehicle repair and maintenance and other operating costs of $0.7 million. The unfavorable effect of foreign exchange movements was $9.9 million. Cost of operations as a percentage of revenue decreased to 65.9% from 66.7% for the nine months ended September 30, 2008 and 2007, respectively, primarily due to pricing initiatives.

Selling, General and Administrative Expense

     Selling, general and administrative expense was $15.1 million and $14.2 million for the three months ended September 30, 2008 and 2007, respectively, an increase of $0.9 million or 6.1%. As a percentage of revenue, selling, general and administrative expense was 12.0% and 11.5% for the three months ended September 30, 2008 and 2007, respectively. The overall increase in selling, general and administrative expense is primarily due to increased salaries and wages of $0.4 million, of which $0.2 million relates to increased stock-based compensation expense, and increased legal and professional fees of $0.7 million, which in part relates to the consent solicitation that provided for certain amendments to the Indenture governing our Senior Subordinated Notes. The unfavorable effect of foreign exchange movements was $0.1 million.

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     Due to certain of our domestic and foreign operations not achieving their performance targets, we reversed previously accrued bonuses of $0.7 million in the third quarter of 2008 and $0.4 million in the third quarter 2007. Additionally, as a result of lower expectations in achieving performance targets, we reversed previously recognized stock-based compensation expense of $0.2 million in the third quarter of 2008.

     Selling, general and administrative expense was $47.9 million and $43.3 million for the nine months ended September 30, 2008 and 2007, respectively, an increase of $4.6 million or 10.7%. As a percentage of revenue, selling, general and administrative expense was 12.9% and 12.8% for the nine months ended September 30, 2008 and 2007, respectively. The overall increase in selling, general and administrative expense is primarily due to acquisitions net of dispositions of $1.3 million and increased salaries and wages of $2.5 million, of which $1.2 million relates to increased stock-based compensation expense. These increased costs were offset by reductions in other general and administrative costs of $1.1 million, primarily related to decreased legal and other professional fees related to our litigation with Waste Management, which is more fully described in the notes to the Unaudited Condensed Consolidated Financial Statements included elsewhere in this filing. We incurred legal and professional fees in the third quarter of 2008 related to the consent solicitation that provided for certain amendments to the Indenture governing our Senior Subordinated Notes, which in part offset the overall decrease in legal and professional fees. The unfavorable effect of foreign exchange movements was $1.9 million.

Severance and Related Costs

     Effective August 23, 2007, we entered into a separation agreement with Mr. Wilcox our former President and Chief Operating Officer. The agreement provides for salary continuation and benefits until December 31, 2010. In addition, we agreed that his outstanding stock options would remain outstanding until their original expiry date. Accordingly, for the quarter ended September 30, 2007, we recorded a charge for severance costs of $3.3 million and additional stock-based compensation of $0.7 million.

Depreciation, Depletion and Amortization

     Depreciation, depletion and amortization was $11.5 million and $15.4 million for the three months ended September 30, 2008 and 2007, respectively, a decrease of $3.9 million or 25.2%. As a percentage of revenue, depreciation, depletion and amortization was 9.1% and 12.4% for the three months ended September 30, 2008 and 2007, respectively. This decrease primarily relates to decreased landfill depletion of $1.9 million, which is primarily due to decreased third-party and internal disposal volumes at our domestic and Canadian landfills. Additionally, a permitted expansion at one of our disposal sites lowered our domestic depletion rate. Amortization of intangible assets decreased $1.5 million primarily due to the expiration of a collection agreement. Foreign exchange rate movements had an unfavorable effect of $0.1 million. Landfill depletion rates for our U.S. landfills ranged from $4.02 to $6.16 per ton and $3.55 to $7.81 per ton during the three months ended September 30, 2008 and 2007, respectively. Landfill depletion rates for our Canadian landfills ranged from C$2.99 to C$7.28 per tonne and C$3.12 to C$9.25 per tonne during the three months ended September 30, 2008 and 2007, respectively.

     Depreciation, depletion and amortization was $34.8 million and $40.8 million for the nine months ended September 30, 2008 and 2007, respectively, a decrease of $6.0 million or 14.7%. As a percentage of revenue, depreciation, depletion and amortization was 9.4% and 12.1% for the nine months ended September 30, 2008 and 2007, respectively. Acquisitions net of dispositions accounted for an increase in depreciation, depletion and amortization of $0.9 million. This increase was offset by an overall decrease in landfill depletion of $4.8 million, which is primarily due to decreased third-party and internal disposal volumes at our domestic and Canadian landfills. Additionally, a permitted expansion at one of our disposal sites lowered our domestic depletion rate. Amortization of intangible assets decreased $2.5 million primarily due to the expiration of a collection agreement. Foreign exchange rate movements had an unfavorable effect of $1.2 million. Landfill depletion rates for our U.S. landfills ranged from $4.02 to $6.16 per ton and $3.55 to $7.81 per ton during the nine months ended September 30, 2008 and 2007, respectively. Landfill depletion rates for our Canadian landfills ranged from C$2.99 to C$7.28 per tonne and C$3.12 to C$9.25 per tonne during the nine months ended September 30, 2008 and 2007, respectively.

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Foreign Exchange Gain and Other

     Foreign exchange loss (gain) and other was $0.1 million and $0.7 million for the three months ended September 30, 2008 and 2007, respectively, and $(0.3) million and $0.1 million for the nine months ended September 30, 2008 and 2007, respectively. The foreign exchange loss (gain) relates to the re-measuring of U.S. dollar denominated monetary accounts held by our Canadian operations into Canadian dollars. Other items primarily relate to gains on sales of equipment.

Interest Expense

     The components of interest expense for the three and nine months ended September 30, 2008 and 2007 are as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2008		2007		2008		2007
Credit Facility and Senior Subordinated Note interest	$	6,790	$	9,248	$	22,325	$	27,771
Amortization of debt issue costs		492		522		2,008		1,837
Other interest expense		448		473		1,437		1,210
	$	7,730	$	10,243	$	25,770	$	30,818

     Interest expense was $7.7 million and $10.2 million for the three months ended September 30, 2008 and 2007, respectively, a decrease of $2.5 million or 24.5%. Interest expense on the Senior Secured Credit Facilities and the Senior Subordinated Notes decreased $2.5 million for the three months ended September 30, 2008 due primarily to lower average rates on our Senior Secured Credit Facilities and lower overall balances outstanding during the period. The weighted average interest rate on borrowings under the Senior Secured Credit Facilities was 5.1% and 7.9% for the three months ended September 30, 2008 and 2007, respectively.

     Interest expense was $25.8 million and $30.8 million for the nine months ended September 30, 2008 and 2007, respectively, a decrease of $5.0 million or 16.4%. Interest expense on the Senior Secured Credit Facilities and the Senior Subordinated Notes decreased $5.4 million for the nine months ended September 30, 2008 due primarily to lower average rates on our Senior Secured Credit Facilities and lower overall balances outstanding during the period. The weighted average interest rate on borrowings under the Senior Secured Credit Facilities was 5.8% and 8.0% for the nine months ended September 30, 2008 and 2007, respectively.

     In March 2008, we used $42.5 million of proceeds from the sale of our Jacksonville, Florida operations to make a prepayment of the term notes under our Senior Secured Credit Facilities. As such, we expensed $0.5 million of unamortized debt issue cost related to the retirement.

Income Tax Provision (Benefit)

     The provision for income taxes from continuing operations for the three months ended September 30, 2008 was $5.3 million, which was comprised of a $1.7 million provision for our U.S. operations and parent company and a $3.6 million provision for our Canadian operations. The provision for income taxes from continuing operations for the nine months ended September 30, 2008 was $6.9 million, which was comprised of a $2.0 million benefit for our U.S. operations and parent company and an $8.9 million provision for our Canadian operations. We provide a 100% valuation allowance for our net operating loss carry-forwards generated in the United States. However, as a result of the gain on sale of our Jacksonville, Florida operations we have benefited $4.8 million of our previously fully reserved net operating loss carry-forwards and reversed $2.6 million of excess deferred tax liabilities related to goodwill. In addition to the valuation allowance recorded for our net operating loss carry-forwards generated in the U.S., we also provide deferred tax liabilities generated by our tax deductible goodwill. The effect of not benefiting our domestic net operating loss carry-forwards and separately providing deferred tax liabilities for our tax deductible goodwill is to increase our domestic effective tax rate above the statutory amount that would otherwise be expected. For the three and nine months ended September 30, 2008, the portion of our domestic deferred provision related to goodwill approximated $1.7 million and $5.4 million, respectively. We expect that during the fourth quarter of 2008 our domestic provision for deferred tax liabilities for goodwill will approximate $1.7 million. Should we continue to generate taxable income domestically, we expect our deferred tax liabilities generated from goodwill will offset other deferred tax assets and we will not provide for them separately. However, we currently do not foresee a decrease in our domestic effective rate for the remainder of 2008. We have not paid any domestic cash income taxes during the periods presented nor do we expect to pay any during the remainder of 2008.

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     We recognize a provision for foreign taxes on our Canadian income including taxes for stock-based compensation, which is a non-deductible item for income tax reporting in Canada. Since stock-based compensation is a non-deductible expense and a permanent difference, our future effective rate in Canada is affected by the level of stock-based compensation incurred in a particular period. We expect that during the remainder of 2008, our Canadian statutory rate will approximate 32.5%. However, as a result of stock-based compensation, our effective rate is expected to approximate 32.0% to 34.0%. For the three and nine months ended September 30, 2008, we paid C$2.9 million and C$15.4 million respectively in cash relative to our actual 2007 and estimated 2008 tax liabilities in Canada. We expect our remaining 2008 estimated tax payments to approximate C$3.0 million for the fourth quarter of 2008.

     The income tax provision from discontinued operations for the nine months ended September 30, 2008 was $0.3 million. The income tax provision for the gain on sale of the Jacksonville, Florida operations was $4.5 million for the nine months ended September 30, 2008. No tax provision was attributable to discontinued operations for the three months ended September 30, 2008 and 2007 and for the nine months ended September 30, 2007. The income tax provision for discontinued operations is based on our expected effective tax rate for those operations.

     The income tax provision from continuing operations for the three months ended September 30, 2007 was $4.5 million, which was comprised of a $1.7 million provision for our U.S. operations and parent company and a $2.8 million provision for our Canadian operations. The income tax provision from continuing operations for the nine months ended September 30, 2007 was $10.6 million, which was comprised of a $3.5 million provision for our U.S. operations and parent company and a $7.1 million provision for our Canadian operations. The domestic provision was lower than would be expected as the sale of our Arizona operations during the first quarter of 2007 generated a reversal of excess deferred tax liabilities of approximately $1.8 million.

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 Senior Secured 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

     Our Senior Secured Credit Facilities outstanding at September 30, 2008 (the “Prior Credit Facilities”) are governed by our Second Amended and Restated Credit Agreement, entered into on December 28, 2006, as amended, with Lehman Brothers Inc. as Arranger and the other lenders named in the Prior Credit Facilities. The Prior Credit Facilities consist of a revolving credit facility in the amount of $65.0 million, of which $45.0 million is available to our U.S. operations and $20.0 million to our Canadian operations, and a term loan facility in the amount of $231.4 million. The revolver commitments terminate on April 30, 2009 and the term loans mature in specified quarterly installments through March 31, 2011. The Prior Credit Facilities bear interest based on a spread over base rate or Eurodollar loans, as defined, at our option. The Prior Credit Facilities are secured by substantially all of the assets of our U.S. 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. Sixty-five percent of the common shares of Waste Services’ first tier foreign subsidiaries, including Waste Services (CA), are pledged to secure obligations under the Prior Credit Facilities. In March 2008, we used $42.5 million of proceeds from the sale of our Jacksonville, Florida operations to reduce principal amounts outstanding under the term loan facility. As of September 30, 2008, there were no amounts outstanding on the revolving credit facility, while $10.8 million and C$13.7 million of revolver capacity was used to support outstanding letters of credit in the U.S. and Canada, respectively.

     On October 8, 2008, we refinanced our Prior Credit Facilities with new Senior Secured Credit Facilities (the “Credit Facilities”) with a consortium of new lenders. The Credit Facilities provide for a revolving credit facility of $124.8 million, which is available to either Waste Services, Inc. and our U.S. operations or our Canadian operations, in U.S. or Canadian dollars, and C$16.3 million, which is available to our Canadian operations. The new Credit Facilities also provide for a term loan of $39.9 million to Waste Services, Inc. and a term loan of C$132.2 million to Waste Services (CA) Inc. The revolver commitments terminate on October 8, 2013 and the term loans mature in specified quarterly installments beginning December 31, 2008 through October 8, 2013, with $2.0 million and C$6.6 million due under the term loans on or prior to September 30, 2009. The Credit Facilities are available to us as base rate loans, Eurodollar loans or Bankers Acceptance loans, plus an applicable margin, as defined, at our option in the respective lending jurisdiction. The blended rate on the Credit Facilities was 7.2% at the time of close, on a weighted average basis. The Credit Facilities are secured by all of our assets and our domestic and foreign subsidiaries, and have the guarantee of our domestic and foreign subsidiaries. We recognized a non-cash interest charge of approximately $2.5 million for the unamortized debt issue costs related to our Prior Credit Facilities at the time of the refinancing. As of October 20, 2008, there was $33.0 million and $C35.8 million drawn on the revolving credit facility and $10.8 million and C$13.5 million of revolver capacity used to support outstanding letters of credit in the U.S. and Canada, respectively.

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     Our Credit Facilities 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) maximum total leverage; (ii) maximum senior secured leverage; and (iii) minimum interest coverage. The covenants and restrictions limit the manner in which we conduct our operations and could adversely affect our ability to raise additional capital. The following table sets forth our financial covenant levels for the current and each of the following four quarters:

	Maximum	Maximum	Minimum
	Consolidated	Consolidated	Consolidated
	Leverage	Senior Secured	Interest
	Ratio	Leverage Ratio	Coverage Ratio
Third quarter — 2008	4.50 : 1.00	2.75 : 1.00	2.50 : 1.00
Fourth quarter — 2008	4.50 : 1.00	2.75 : 1.00	2.50 : 1.00
First quarter — 2009	4.50 : 1.00	2.75 : 1.00	2.50 : 1.00
Second quarter — 2009	4.50 : 1.00	2.75 : 1.00	2.50 : 1.00
Third quarter — 2009	4.25 : 1.00	2.75 : 1.00	2.75 : 1.00

     As of September 30, 2008, we are in compliance with the financial covenants of our Prior Credit Facilities and new Credit Facilities and we expect to be in compliance with the financial covenants of our new Credit Facilities in future periods.

Other Secured Notes Payable

     Included in our other secured notes payable is a $10.5 million non-interest bearing promissory note with payments of $125,000 per month until June 2014. The note was issued as part of our transactions with WCA to acquire certain of their assets in Florida and sell our Texas operations. The net present value of the remaining payments due under the note as of September 30, 2008 approximates $6.9 million, and will accrete interest at 7.8%. The note is secured by the transfer station and related permit acquired from WCA.

Senior Subordinated Notes

     On April 30, 2004, we completed a private offering of 9¹/2% 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 Senior 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. As of September 30, 2008, our Canadian operations are not guarantors under the Senior Subordinated Notes.

     Simultaneously with entering into our new Credit Facilities in October 2008, certain amendments to the governing Indenture to the Senior Subordinated Notes became operative. These amendments enabled our Canadian subsidiaries, upon becoming guarantors of the Senior Subordinated Notes, to incur indebtedness to the same extent as other guarantors of the notes and allowed for the refinancing of our Senior Secured Credit Facilities. Following the amendments to the Indenture, our obligations with respect to the Senior 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 and foreign restricted subsidiaries.

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     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.

Direct Financing Lease Facility

     In January 2008, we entered into a direct financing lease facility to finance our fleet purchases in Florida. Availability under the facility is $6.0 million and the leases can extend for five or seven years. Vehicles purchased under the facility will be ineligible for tax depreciation deductions. Leases under the facility will be treated as capital leases and considered secured debt for purposes of our Senior Secured Credit Facilities. As of September 30, 2008 and October 20, 2008, the lease facility was undrawn.

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 September 30, 2008, we provided customers, an insurer and various regulatory authorities with such bonds and letters of credit amounting to approximately $86.0 million to collateralize our obligations, which is comprised of $50.1 million and C$13.0 million of performance and surety bonds or other means of financial assurance and $10.8 million and C$13.7 million of letters of credit. The majority of these obligations are renewed on an annual basis.

     Our domestic based workers’ compensation, automobile and general liability 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 September 30, 2008 and included in the $86.0 million of bonds and letters of credit discussed previously, we have posted a letter of credit with our U.S. insurer of approximately $10.2 million to secure the liability for losses within the deductible limit.

Cash Flows

     The following discussion relates to the major components of the changes in cash flows for the nine months ended September 30, 2008 and 2007.

Cash Flows from Operating Activities

     Cash provided by operating activities of our continuing operations was $48.9 million and $40.7 million for the nine months ended September 30, 2008 and 2007, respectively. The increase in cash provided by operating activities is primarily due to increased cash from operations before working capital changes of $11.5 million, which primarily relates to increased profitability of our operations. This increase was offset by investments in working capital of $2.0 million for the nine months ended September 30, 2008 compared to $1.2 million of cash provided by working capital for the nine months ended September 30, 2007. The primary component of the working capital decrement during the nine months ended September 30, 2008 relates to taxes paid for our Canadian operations.

Cash Flows from Investing Activities

     Cash provided by (used in) investing activities of our continuing operations was $14.6 million and $(69.6) million for the nine months ended September 30, 2008 and 2007, respectively. For the nine months ended September 30, 2008, cash provided by investing activities relates to the disposal of our Jacksonville, Florida operations, which was offset by capital expenditures and deposits for business acquisitions. Capital expenditures for continuing operations were $39.2 million and $45.3 million for the nine months ended September 30, 2008 and 2007, respectively. We expect our capital expenditures to range between $55.0 million and $60.0 million for the year ended December 31, 2008. Other cash uses during the nine months ended September 30, 2007 related to the acquisition of Allied Waste’s South Florida operations and other acquisition related deposits, offset by proceeds from the disposal of our Texas operations.

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Cash Flows from Financing Activities

     Cash provided by (used in) financing activities of our continuing operations was $(43.5) million and $34.0 million for the nine months ended September 30, 2008 and 2007, respectively. Cash used in financing activities for the nine months ended September 30, 2008 primarily relates to a prepayment of our Senior Secured Credit Facilities from a portion of the proceeds from the sale of our Jacksonville, Florida operations. Cash provided by financing activities for the nine months ended September 30, 2007 primarily relates to draws on our Senior Secured Credit Facilities to finance the acquisition of Allied Waste’s South Florida operations and other acquisition related deposits.

Cash Flow from Discontinued Operations

     Cash flows from our discontinued operations are disclosed separately on the Unaudited Condensed Consolidated Statements of Cash Flows included elsewhere in this report. Having consummated the sale of our Jacksonville, Florida operations, Arizona operations and Texas operations, we will cease to be impacted by these cash flows, and we do not anticipate any subsequent adverse affect on our future liquidity or financial covenants.

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, which has expired. Details of these agreements are further described in the notes to our Unaudited Condensed Consolidated Financial Statements and in our annual financial statements for the year ended December 31, 2007, as filed on Form 10-K. The companies within the RCI group are controlled by a director of ours and/or individuals related to that director.

Landfill Sites

     The following table reflects landfill capacity activity for the nine months ended September 30, 2008 for permitted landfills owned by us, which are part of our continuing operations. This table is exclusive of our construction and demolition landfill site that was divested as part of the sale of our Jacksonville, Florida operations in March 2008 (in thousands of cubic yards):

	Balance,								Balance,
	Beginning		Landfills			Airspace			End
	of Period		Expanded			Consumed			of Period
United States
Permitted capacity		51,255		29,577			(1,720	)		79,112
Probable expansion capacity		29,577		(29,577	)		—			—
Total available airspace		80,832		—			(1,720	)		79,112
Number of sites		3		—			—			3
Canada
Permitted capacity		11,564		—			(320	)		11,244
Probable expansion capacity		4,709		—			—			4,709
Total available airspace		16,273		—			(320	)		15,953
Number of sites		3		—			—			3
Total
Permitted capacity		62,819		29,577			(2,040	)		90,356
Probable expansion capacity		34,286		(29,577	)		—			4,709
Total available airspace		97,105		—			(2,040	)		95,065
Number of sites		6		—			—			6

     During April 2008, 29.6 million cubic yards of domestic expansion capacity was formally permitted and as such we have reclassified it to permitted capacity.

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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 September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. In February 2008, the FASB deferred the effective date of SFAS 157 by one year for certain non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On January 1, 2008, we adopted the provisions of SFAS 157, except as it applies to those nonfinancial assets and nonfinancial liabilities for which the effective date has been delayed by one year. The adoption of SFAS 157 did not have a material effect on our financial position or results of operations. The book values of cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value of the term loan facility under our Senior Secured Credit Facilities and our 9¹/2% Senior Subordinated Notes at September 30, 2008 is estimated at $226.8 million and $156.2 million, respectively, based on quoted market prices. We expect the fair value of the new Credit Facilities to approximate that of their carrying value.

     On January 1, 2008, we adopted the provisions of SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. The fair value option: (i) may be applied instrument by instrument, with a few exceptions, such as investments accounted for by the equity method; (ii) is irrevocable (unless a new election date occurs); and (iii) is applied only to entire instruments and not to portions of instruments. We did not elect to report any additional assets or liabilities at fair value and accordingly, the adoption of SFAS 159 did not have a material effect on our financial position or results of operations.

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) establishes the principles and requirements for how an acquirer: (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is to be applied prospectively to business combinations consummated on or after the beginning of the first annual reporting period on or after December 15, 2008, with early adoption prohibited. We are currently evaluating the impact SFAS 141(R) will have upon adoption on our accounting for acquisitions. Previously any changes in valuation allowances as a result of income from acquisitions for certain deferred tax assets would serve to reduce goodwill whereas under SFAS 141(R), any changes in the valuation allowance related to income from acquisitions currently or in prior periods will serve to reduce income taxes in the period in which the reserve is reversed. Additionally, under SFAS 141(R), transaction related expenses that were previously capitalized as “deal costs” will be expensed as incurred. As of September 30, 2008 our deferred transaction related expenses for transactions currently in negotiation are de minimis. Upon our adoption of SFAS 141(R) on January 1, 2009, we will expense any deferred transaction related costs that are associated with a transaction that is not completed prior to the end of 2008.

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     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards that require (i) noncontrolling interests to be reported as a component of equity; (ii) changes in a parent’s ownership interest while the parent retains its controlling interest to be accounted for as equity transactions; and (iii) any retained noncontrolling equity investment upon the deconsolidation of a subsidiary to be initially measured at fair value. SFAS 160 is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008, with early adoption prohibited. We do not expect the adoption of SFAS 160 to have a material effect on our financial position or results of operations.

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 domestic operations are concentrated in Florida, which may be subject to specific economic conditions that vary from those nationally as well as weather related events that may impact our operations;

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

• 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; and

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

     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, 2007, 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     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 our 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 or loss. 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. For the nine months ended September 30, 2008, 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 $1.3 million.

     As of September 30, 2008, we were exposed to variable interest rates under our Senior Secured Credit Facilities. 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 $0.5 million for the nine months ended September 30, 2008.

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 Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (pursuant to Exchange Act Rule 13a-15). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. The conclusions of the Chief Executive Officer and Chief 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, 2007.

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

     None

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Item 3. Defaults Upon Senior Securities

     None

Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 5. Other Information

     None

Item 6. Exhibits

Exhibit 4.1	Supplemental Indenture dated as of October 6, 2008 among Waste Services, Inc., the Guarantors and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.1 to Form 8-K (No. 000-25955) filed on October 10, 2008).
Exhibit 4.2	Supplemental Indenture dated as of October 8, 2008 among Capital Environmental Holdings Company, Waste Services (CA) Inc., Ram-Pak Compaction Systems Ltd., Waste Services, Inc., the Guarantors and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.2 to Form 8-K (No. 000-25955) filed on October 10, 2008).
Exhibit 10.1	Credit Agreement dated as of October 8, 2008 among Waste Services, Inc., Waste Services (CA) Inc., the several lenders from time to time parties thereto, Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Lead Bookrunners, Bank of America, N.A., as Syndication Agent, Bosic Inc., Suntrust Bank and The Bank of Nova Scotia, as Co-Documentation Agents, The Bank of Nova Scotia as Canadian Agent and Canadian Collateral Agent and Barclays Bank PLC as Administrative Agent (Incorporated by reference to Exhibit 99.2 to Form 8-K (No. 000-25955) filed on October 10, 2008).
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 Chief Financial Officer.

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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 thereunto duly authorized.

WASTE SERVICES, INC.

Date: October 22, 2008

By:	/s/ DAVID SUTHERLAND-YOEST
	David Sutherland-Yoest
	President and Chief Executive Officer
By:	/s/ EDWIN D. JOHNSON
	Edwin D. Johnson
	Executive Vice President, Chief Financial Officer

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EXHIBIT INDEX

Exhibit No	Description
Exhibit 4.1	Supplemental Indenture dated as of October 6, 2008 among Waste Services, Inc., the Guarantors and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.1 to Form 8-K (No. 000-25955) filed on October 10, 2008).
Exhibit 4.2	Supplemental Indenture dated as of October 8, 2008 among Capital Environmental Holdings Company, Waste Services (CA) Inc., Ram-Pak Compaction Systems Ltd., Waste Services, Inc., the Guarantors and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.2 to Form 8-K (No. 000-25955) filed on October 10, 2008).
Exhibit 10.1	Credit Agreement dated as of October 8, 2008 among Waste Services, Inc., Waste Services (CA) Inc., the several lenders from time to time parties thereto, Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Lead Bookrunners, Bank of America, N.A., as Syndication Agent, Bosic Inc., Suntrust Bank and The Bank of Nova Scotia, as Co-Documentation Agents, The Bank of Nova Scotia as Canadian Agent and Canadian Collateral Agent and Barclays Bank PLC as Administrative Agent (Incorporated by reference to Exhibit 99.2 to Form 8-K (No. 000-25955) filed on October 10, 2008).
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 Chief Financial Officer.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, David Sutherland-Yoest, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Waste Services, Inc.

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ DAVID SUTHERLAND-YOEST
		David Sutherland-Yoest
Date: October 22, 2008		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Edwin D. Johnson, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Waste Services, Inc.

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f)) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ EDWIN D. JOHNSON
		Edwin D. Johnson
Date: October 22, 2008		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the quarterly report of Waste Services, Inc. (“the Company”) on Form 10-Q for the period ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, David Sutherland-Yoest, Chief Executive Officer, and Edwin D. Johnson, Chief Financial Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ DAVID SUTHERLAND-YOEST
		David Sutherland-Yoest
		Chief Executive Officer
	By:	/s/ EDWIN D. JOHNSON
		Edwin D. Johnson
Date: October 22, 2008		Chief Financial Officer