8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported) October 5, 2009

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

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

1122 International Blvd., Suite 601, Burlington,Ontario, Canada L7L 6Z8

(Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

TABLE OF CONTENTS

Item 2.01	Completion of Acquisition or Disposition of Assets	1
Item 9.01	Financial Statements and Exhibits	1
Signatures		2
Ex-23.1	Consent of Crowe Horwath LLP
Ex-99.1	Financial Statements of the Miami-Dade County Operations (A Division of Republic Services of Florida, a Limited Partnership) as of and for the Nine Months Ended September 30, 2009
Ex-99.2	Financial Statements of the Miami-Dade County Operations (A Division of Republic Services of Florida, a Limited Partnership) as of and for the Year Ended December 31, 2008
Ex-99.3	Unaudited Pro Forma Condensed Consolidated Financial Information
EX-23.1
EX-99.1
EX-99.2
EX-99.3

Explanatory Note

     This amendment on Form 8-K/A is being filed to amend Item 2.01 of the Form 8-K Waste Services, Inc. filed with the Securities and Exchange Commission on October 6, 2009. This amendment does not reflect events occurring after the filing of the original report and does not modify or update the disclosures therein in any way other than as required to provide the audited financial statements for the nine months ended September 30, 2009 and the year ended December 31, 2008.

Section 2 — Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

     In October 2009, we acquired Republic Services’ operations in Miami-Dade County, Florida (the “Miami-Dade County Operations”) for $32.0 million in cash plus an adjustment for working capital.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a)	Financial statements of businesses acquired.
	The Financial Statements of the Miami-Dade County Operations (a division of Republic Services of Florida, a Limited Partnership) as of and for the nine months ended September 30, 2009 and as of and for the year ended December 31, 2008 are incorporated herein by reference from Exhibit 99.1 and Exhibit 99.2 to this Current Report.
(b)	Pro forma financial information.
	The Unaudited Pro Forma Condensed Consolidated Financial Statements of Waste Services, Inc. as of and for the nine months ended September 30, 2009 and for the year ended December 31, 2008 are incorporated herein by reference from Exhibit 99.3 to this Current Report.
(d)	Exhibits

23.1	Consent of Crowe Horwath LLP
99.1	Financial Statements of the Miami-Dade County Operations (A Division of Republic Services of Florida, a Limited Partnership) as of and for the Nine Months Ended September 30, 2009
99.2	Financial Statements of the Miami-Dade County Operations (A Division of Republic Services of Florida, a Limited Partnership) as of and for the Year Ended December 31, 2008
99.3	Unaudited Pro Forma Condensed Consolidated Financial Information

 1 

SIGNATURES

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

WASTE SERVICES, INC.
By:	/s/ Ivan R. Cairns
	Ivan R. Cairns
	Executive Vice President and General Counsel
	Date: December 18, 2009

 2 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

Waste Services, Inc.

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-117912) and Form S-3 (File No. 333-139573) of Waste Services, Inc. of our reports dated December 18, 2009 on the financial statements of Miami-Dade County Operations, a division of Republic Services of Florida, a Limited Partnership as of and for the nine months ended September 30, 2009 and as of and for the year ended December 31, 2008, which reports are included in this Current Report on Form 8-K of Waste Services, Inc.

/s/ Crowe Horwath LLP

Fort Lauderdale, Florida
December 18, 2009

EX-99.1

Exhibit 99.1

Miami-Dade County Operations
(A Division of Republic Services of Florida, a Limited Partnership)

Financial Statements

For the Nine Months Ended
September 30, 2009

INDEX TO FINANCIAL STATEMENTS

Report of Independent Auditors	F-2
Balance Sheet as of September 30, 2009	F-3
Statement of Operations and Division Equity (Deficit) for the Nine Months Ended September 30,2009	F-4
Statement of Cash Flows for the Nine Months Ended September 30, 2009	F-5
Notes to Financial Statements	F-6

F-1

REPORT OF INDEPENDENT AUDITORS

Miami-Dade County Operations, a division of Republic Services of Florida, a Limited Partnership
Miami, Florida

We have audited the accompanying balance sheet of Miami-Dade County Operations, a division of Republic Services of Florida, a Limited Partnership as of September 30, 2009, and the related statements of operations and division equity (deficit) and cash flows for the nine months then ended. These financial statements are the responsibility of the Parent Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Miami-Dade County Operations, a division of Republic Services of Florida, a Limited Partnership as of September 30, 2009, and the results of its operations and its cash flows for the nine months then ended in conformity with accounting principles generally accepted in the United States of America.

As disclosed in Note 9 of the notes to financial statements, in October 2009, substantially all operating assets and certain liabilities of Miami-Dade County Operations, a division of Republic Services of Florida, a Limited Partnership were acquired by Waste Services, Inc.

/s/ Crowe Horwath LLP

Fort Lauderdale, Florida
December 18, 2009

F-2

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

BALANCE SHEET
As of September 30, 2009
(In thousands)

ASSETS
Current assets:
Cash	$	43
Accounts receivable		2,278
Prepaid expenses and other current assets		200
Total current assets		2,521
Property and equipment, net		6,503
Goodwill		19,218
Total assets	$	28,242
LIABILITIES AND PARENT COMPANY INVESTMENT
Current liabilities:
Accounts payable	$	628
Accrued expenses and other current liabilities		2,754
Total current liabilities		3,382
Commitments and contingencies (Note 8)
Parent Company investment:
Division deficit		(4,403	)
Due to Parent Company		29,263
Total Parent Company investment		24,860
Total liabilities and Parent Company investment	$	28,242

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

F-3

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

STATEMENT OF OPERATIONS AND DIVISION EQUITY (DEFICIT)
For the Nine Months Ended September 30, 2009
(In thousands)

Revenue	$	15,073
Operating and other expenses:
Cost of operations (exclusive of depreciation)		9,999
Selling, general and administrative expense (exclusive of depreciation)		1,735
Depreciation expense		678
Impairment of goodwill and other assets		16,699
Loss from operations		(14,038	)
Interest expense from Parent Company		1,356
Net loss before income taxes		(15,394	)
Income tax benefit		(2,847	)
Net loss		(12,547	)
Division equity, beginning of period		8,144
Division deficit, end of period	$	(4,403	)

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

F-4

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2009
(In thousands)

Cash flows from operating activities:
Net loss	$	(12,547	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		678
Impairment of goodwill and other assets		16,699
Changes in operating assets and liabilities:
Accounts receivable		56
Prepaid expenses and other assets		118
Accounts payable and other accrued expenses		(510	)
Net cash provided by operating activities		4,494
Cash flows from investing activities:
Purchase of property and equipment		(174	)
Proceeds from the sale of property and equipment		65
Net cash used in investing activities		(109	)
Cash flows from financing activities:
Change in due to Parent Company		(4,418	)
Net cash used in financing activities		(4,418	)
Decrease in cash		(33	)
Cash, beginning of period		76
Cash, end of period	$	43

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

F-5

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2009

Note 1. Organization, Operations and Basis of Presentation

Business Activity

Miami-Dade County Operations (the “Company”) is a division of Republic Services of Florida, a Limited Partnership (the “Partnership”). The Partnership is a subsidiary of Republic Services, Inc. (the “Parent Company”). The Company provides solid waste collection and recycling services within the Miami-Dade County, Florida market.

In October 2009, the Parent Company entered into a definitive agreement to sell substantially all of the Company’s assets and certain liabilities to Waste Services, Inc. (“Waste Services”) for proceeds of $32.0 million plus working capital, as defined in the agreement. The accompanying balance sheet as of September 30, 2009 was prepared by the Parent Company prior to the divestiture and reflects the assets and liabilities of the Company prior to the sale.

Basis of Presentation

The Company is not a registrant with the Securities and Exchange Commission (the “SEC”); however, the Parent Company is a registrant with the SEC and is subject to the SEC’s periodic reporting requirements. Certain estimates, including allocations from the Parent Company, have been recorded in the accompanying financial statements for stand-alone financial reporting purposes. Management of the Company believes that the presentations and disclosures herein are adequate to make the information not misleading. In the opinion of management, all adjustments necessary to fairly state the accompanying financial statements have been reflected. The Company evaluated subsequent events through the date the accompanying financial statements were issued, which was December 18, 2009. All figures are presented in thousands of U.S. dollars, except where expressly stated as being in millions.

As discussed in Note 7, the Parent Company charges the Company for management, financial and other administrative services, which the Parent Company provides to the Company, and also allocates certain of its overhead costs to the Company. The Parent Company also maintains insurance coverage (employee health, general, auto liability and workers compensation) for the Company and allocates the cost of such coverage to the Company.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The Company uses estimates and assumptions in preparing the financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. It is reasonably possible that actual results could differ from the estimates that were used and that a change in estimate may occur in the near term. Significant estimates include the Company’s allowance for doubtful accounts, income tax expense or benefit and the carrying values of goodwill and other long-lived assets.

Accounts Receivable

The Company maintains an allowance for doubtful accounts based on the expected collectability of its accounts receivable. The Company performs credit evaluations of significant customers and establish an allowance for doubtful accounts based on the aging of receivables, payment performance factors, historical trends and other information. The Company evaluates and revises its reserve on a monthly basis based on a review of specific accounts outstanding and the history of uncollectible accounts.

F-6

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Nine Months Ended September 30, 2009

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and trade accounts receivable. The Company maintains cash in bank accounts at high quality financial institutions. These cash balances, at times, may exceed federally insured limits.

The Company’s customers are diversified as to industry concentrations; however, the Company’s operations are concentrated in Miami-Dade County, Florida, which may be subject to specific economic conditions that vary from those nationally as well as weather related events that may impact the Company’s operations.

Property and Equipment

Property and equipment are carried at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the following useful lives:

Buildings and improvements	7 – 40 years
Containers, compactors and other equipment	3 – 15 years
Vehicles	5 – 12 years
Furniture, fixtures and office equipment	5 – 12 years

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Gains and losses on sales of capital assets are charged to operations currently.

Long-Lived Assets

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets, should be evaluated for possible impairment. Instances that may lead to an impairment include: (i) a significant decrease in the market price of a long-lived asset or asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

If indicators of impairment exist, the asset or asset group is reviewed to determine whether its recoverability is impaired. The Company assesses the recoverability of the asset or asset group by comparing its carrying value to an estimate (or estimates) of its undiscounted future cash flows over its remaining life. If the estimated undiscounted cash flows are not sufficient to recover the carrying value of the asset or asset group, the Company measures an impairment loss as the amount by which the carrying amount of the asset exceeds its fair value. The loss is recorded to the statement of operations in the current period. Estimating future cash flows requires significant judgment, and the Company’s projections of future cash flows and remaining useful lives may vary materially from actual results.

F-7

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Nine Months Ended September 30, 2009

Goodwill

The Company tests goodwill for impairment on an annual basis using a two-step process. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired. If the carrying value of the reporting unit’s net assets, including goodwill, exceeds the fair value of the reporting unit, then the Company determines the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, then an impairment of goodwill has occurred and an impairment is recognized for the difference between the carrying amount and the implied fair value of goodwill as a component of operating income. The implied fair value of goodwill is calculated by subtracting the fair value of tangible and intangible assets associated with the reporting unit from the fair value of the unit.

The Company has only one reporting unit. In determining fair value, the Company utilizes discounted future cash flows or offers from interested investors, if any. There may be instances where alternative methods provide a more accurate measure or indication of fair value. Significant estimates used in the fair value calculation utilizing discounted future cash flows include, but are not limited to: (i) estimates of future revenue and expense growth by reporting unit; (ii) future estimated effective tax rates; (iii) future estimated capital expenditures as well as future required investments in working capital; (iv) estimated discount rate; and (v) the future terminal value of the reporting unit, which is based on its ability to exist into perpetuity.

In addition, management evaluates a reporting unit for impairment if events or circumstances change between annual tests, indicating a possible impairment. Examples of such events or circumstances include: (i) a significant adverse change in legal factors or in the business climate; (ii) an adverse action or assessment by a regulator; (iii) a more likely than not expectation that a reporting unit or a significant portion thereof will be sold; or (iv) the testing for recoverability of a significant asset group within the reporting unit.

Fair Value Measurements

The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued expenses. The carrying amounts of such financial instruments approximate their respective estimated fair values due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair values are not necessarily indicative of the amounts the Company would realize in the current market exchange or from future earnings or cash flows.

The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

• Level one — Quoted market prices in active markets for identical assets or liabilities;

• Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

• Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company has no assets or liabilities measured at fair value on a recurring basis. The Company has measured goodwill at fair value on a non-recurring basis during the nine months ended September 30, 2009, which is discussed more fully in Note 4.

Revenue Recognition

The Company recognizes revenue when services, such as providing waste collection and recycling services, are rendered. Advanced billings are recorded as deferred revenue and are recognized as revenue at the time the related services are provided.

F-8

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Nine Months Ended September 30, 2009

Income Taxes

The Company’s operating results are included in the consolidated federal income tax return of the Parent Company. Separate Company state income tax returns are filed in Florida. The allocation of consolidated income taxes of the Parent Company to the Company is determined as if the Company prepared separate tax returns. The income tax liability is reflected in the due to Parent Company balance on the balance sheet. Deferred tax assets and liabilities (including any valuation allowance) and reserves for any uncertain tax positions are maintained on a corporate-wide basis by the Parent Company. The Parent Company recognizes interest and penalties as incurred within the provision for income taxes. The Parent Company and its subsidiaries are subject to income tax in the U.S. and Puerto Rico, as well as income tax in multiple state jurisdictions, and is subject to various federal, foreign, state and local tax rules and regulations. The Parent Company’s compliance with such rules and regulations is periodically audited by tax authorities. These authorities may challenge the positions taken in tax filings. As such, to provide for certain potential tax exposures, the Parent Company maintains liabilities for uncertain tax positions for its estimate of the final outcome of the examinations. As of September 30, 2009, the Parent Company’s tax years that remain subject to examination by major tax jurisdictions, as it relates to the Company, are 2005 to 2008.

Advertising

The Company’s policy is to expense advertising costs as the costs are incurred. Advertising expense for the nine months ended September 30, 2009 was less than $0.1 million.

Note 3. Property and Equipment

Property and equipment consist of the following as of September 30, 2009:

Land	$	738
Buildings and improvements		473
Containers, compactors and other equipment		4,109
Vehicles		6,617
Furniture, fixtures and office equipment		106
		12,043
Less: Accumulated depreciation		(5,540	)
Property and equipment, net	$	6,503

Note 4. Goodwill and Other Assets

On October 5, 2009, Waste Services acquired substantially all of the assets of the Company and assumed certain of the Company’s liabilities (see Note 9, Subsequent Events). The purchase price for this transaction totaled $32.7 million. The Company assessed goodwill for impairment prior to the sale and recognized an impairment charge for goodwill of $15.6 million for the nine months ended September 30, 2009. This impairment was based on an implied fair value of goodwill of $19.2 million, which was determined using level three inputs and was calculated using the two-step process previously described. Separately, an adjustment to decrease goodwill by $0.2 million was made during the nine months ended September 30, 2009 for deferred taxes pertaining to prior years’ acquisitions.

In connection with the sale, the Company also recognized an impairment charge for other assets of $1.1 million, which relates to a disposal agreement that had a carrying value of $1.2 million as of January 1, 2009. The Company utilized $0.1 million of this asset during the nine months ended September 30, 2009. This asset was not transferred as part of the sale.

F-9

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Nine Months Ended September 30, 2009

Note 5. Accrued Expenses

Accrued expenses consist of the following as of September 30, 2009:

Deferred revenue	$	1,682
Franchise fees		327
Payroll and related taxes and benefits		149
Other		596
Total accrued expenses	$	2,754

Note 6. Income Taxes

The Company’s operating results are included in the consolidated federal income tax return of the Parent Company. Separate Company state income tax returns are filed in Florida. The allocation of consolidated income taxes of the Parent Company to the Company is determined as if the Company prepared a separate tax return. The components of the income tax benefit consist of the following for the nine months ended September 30, 2009:

Federal	$	(2,441	)
State		(406	)
Income tax benefit	$	(2,847	)

The federal and state income tax provision includes both current and deferred income taxes. Under the informal tax sharing arrangement with the Parent Company, the total benefit is treated as a current benefit, which has increased cash flows from operating activities and has decreased the amount due to the Parent Company. Deferred income tax assets and liabilities (including any valuation allowance) and reserves for any uncertain tax positions related to the Company are maintained by the Parent Company.

The charge of $15.6 million for the impairment of goodwill included approximately $8.0 million of goodwill that is not deductible for income tax purposes, and as such is treated as a permanent non-deductible item. A reconciliation of the income tax benefit at the federal statutory tax rate to the reported tax provision for the nine months ended September 30, 2009 is as follows:

Income tax benefit at statutory rate (35%)	$	(5,388	)
Non-deductible goodwill impairment charge		2,805
State income tax benefit, net of federal benefit		(264	)
Income tax benefit	$	(2,847	)

Note 7. Related Party Transactions

All treasury functions are maintained at the Parent Company. Cash receipts are deposited into an account maintained by the Parent Company and the Company’s cash requirements are met by the Parent Company with the net amount of these cash transactions recorded as due to Parent Company. The Company is charged interest at a rate of approximately 6.0% on the balances due to the Parent Company. Interest expense allocated by the Parent Company to the Company was approximately $1.4 million for the nine months ended September 30, 2009. The balance due to the Parent Company was approximately $29.3 million as of September 30, 2009.

The Company is charged for management, financial and other administrative services provided by the Parent Company, including overhead, and is allocated these charges based on the Company’s revenue relative to other divisions of the Parent Company. Related charges for the nine months ended September 30, 2009 were approximately $0.4 million and are included in selling, general and administrative expenses. Management believes the method of allocation used is reasonable but would not necessarily represent those costs charged by non-affiliated companies or incurred for similar functions on a stand-alone basis.

F-10

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Nine Months Ended September 30, 2009

The Parent Company sponsors a 401(k) plan (the “Plan”), which is a defined contribution plan that is available to eligible employees. Under the Plan, eligible employees may contribute a portion of their annual compensation on a pre-tax basis, subject to certain restrictions set by the Internal Revenue Code. The Parent Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation contributed by each employee, which is funded in cash. All contributions vest immediately. Matching contributions, which were expensed by the Company, were $0.1 million for the nine months ended September 30, 2009.

Note 8. Commitments and Contingencies

Operating Lease Agreements

The Company has non-cancelable operating lease agreements for certain equipment. Future minimum payments due under these lease agreements are as follows (for the twelve months ended September 30):

2010	$	15
2011		11
2012		8
2013		5
	$	39

Financial Assurance

As of September 30, 2009, the Parent Company, in connection with the Company’s operations, has provided $2.2 million in financial assurances to governmental agencies relating to its collection and recycling operations. These financial assurance requirements are satisfied by providing performance bonds, letters of credit, insurance policies or trust deposits to secure these obligations. Additionally, the Parent Company, in connection with the Company’s operations, is required to provide financial assurances for its insurance program and collateral required for certain performance obligations.

These financial instruments are issued in the normal course of business. They are not debt and, therefore, are not reflected in the accompanying balance sheet. The underlying obligations of the financial assurance instruments would be valued and recorded in the balance sheet based on the likelihood of performance being required, which the Parent Company and the Company do not expect to occur. The fair value of such assurances is allocated to the Company by the Parent Company.

Litigation

The Company and its Parent Company are subject to extensive and evolving laws and regulations and have implemented environmental safeguards to respond to regulatory requirements. In the normal course of conducting operations, the Company and its Parent Company may become involved in certain legal and administrative proceedings. Some of these actions may result in fines, penalties or judgments, which may have an impact on earnings for a particular period. Litigation and regulatory compliance contingencies are accrued for when such costs are probable and reasonably estimable. There are no matters outstanding at September 30, 2009 that management expects to have a material adverse effect on the Company’s liquidity, financial position or results of operations, and no provisions have been made in these Financial Statements for such matters.

F-11

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Nine Months Ended September 30, 2009

Guarantees and Collateral

The Parent Company and/or the Partnership enter into contracts in the normal course of business that include indemnification clauses. Indemnifications relating to known liabilities are recorded in the financial statements based on management’s best estimate of required future payments. Certain of these indemnifications relate to contingent events or occurrences, such as the imposition of additional taxes due to a change in the tax law or adverse interpretation of the tax law, and indemnifications made in divestiture agreements where the Parent Company and / or the Partnership indemnify the buyer for liabilities that may become known in the future but that relate to the Company’s activities prior to the divestiture.

Along with substantially all of the other operations of the Parent Company, the Company’s assets collateralize certain of the Parent Company’s outstanding debt obligations.

Note 9. Subsequent Events

On October 5, 2009, Waste Services acquired substantially all of the assets of the Company and assumed certain of the Company’s liabilities. The purchase price for this transaction totaled $32.7 million.

F-12

EX-99.2

Exhibit 99.2

Miami-Dade County Operations
(A Division of Republic Services of Florida, a Limited Partnership)

Financial Statements

For the Year Ended
December 31, 2008

INDEX TO FINANCIAL STATEMENTS

Report of Independent Auditors	F-2
Balance Sheet as of December 31, 2008	F-3
Statement of Operations and Division Equity for the Year Ended December 31, 2008	F-4
Statement of Cash Flows for the Year Ended December 31, 2008	F-5
Notes to Financial Statements	F-6

F-1

REPORT OF INDEPENDENT AUDITORS

Miami-Dade County Operations, a division of Republic Services of Florida, a Limited Partnership.
Miami, Florida

We have audited the accompanying balance sheet of Miami-Dade County Operations, a division of Republic Services of Florida, a Limited Partnership as of December 31, 2008, and the related statements of operations and division equity and cash flows for the year then ended. These financial statements are the responsibility of the Parent Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Miami-Dade County Operations, a division of Republic Service of Florida, a Limited Partnership as of December 31, 2008, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As disclosed in Note 8 of the notes to financial statements, in October 2009, substantially all operating assets and certain liabilities of Miami-Dade County Operations, a division of Republic Services of Florida, a Limited Partnership were acquired by Waste Services, Inc.

/s/ Crowe Horwath LLP

Fort Lauderdale, Florida
December 18, 2009

F-2

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

BALANCE SHEET
As of December 31, 2008
(In thousands)

ASSETS
Current assets:
Cash	$	76
Accounts receivable		2,334
Prepaid expenses and other current assets		231
Total current assets		2,641
Property and equipment, net		7,072
Goodwill		35,063
Other assets		1,173
Total assets	$	45,949
LIABILITIES AND PARENT COMPANY INVESTMENT
Current liabilities:
Accounts payable	$	1,416
Accrued expenses and other current liabilities		2,476
Total current liabilities		3,892
Commitments and contingencies (Note 7)
Parent Company investment:
Division equity		8,144
Due to Parent Company		33,913
Total Parent Company investment		42,057
Total liabilities and Parent Company investment	$	45,949

The accompanying notes are an integral part of these Financial Statements.

F-3

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

STATEMENT OF OPERATIONS AND DIVISION EQUITY
For the Year Ended December 31, 2008
(In thousands)

Revenue	$	21,635
Operating and other expenses:
Cost of operations (exclusive of depreciation)		15,356
Selling, general and administrative expense (exclusive of depreciation)		2,336
Depreciation expense		941
Other income		(65	)
Income from operations		3,067
Interest expense from Parent Company		1,968
Net income before income taxes		1,099
Income tax expense		424
Net income		675
Division equity, beginning of year		7,469
Division equity, end of year	$	8,144

The accompanying notes are an integral part of these Financial Statements.

F-4

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2008
(In thousands)

Cash flows from operating activities:
Net income	$	675
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		941
Changes in operating assets and liabilities:
Accounts receivable		70
Prepaid expenses and other assets		114
Accounts payable and other accrued expenses		(163	)
Net cash provided by operating activities		1,637
Cash flows from investing activities:
Purchase of property and equipment		(1,578	)
Proceeds from the sale of property and equipment		7
Net cash used in investing activities		(1,571	)
Cash flows from financing activities:
Change in due to Parent Company		(37	)
Net cash used in financing activities		(37	)
Increase in cash		29
Cash, beginning of year		47
Cash, end of year	$	76

The accompanying notes are an integral part of these Financial Statements.

F-5

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
For the Year Ended December 31, 2008

Note 1. Organization, Operations and Basis of Presentation

Business Activity

Miami-Dade County Operations (the “Company”) is a division of Republic Services of Florida, a Limited Partnership (the “Partnership”). The Partnership is a subsidiary of Republic Services, Inc. (the “Parent Company”). The Company provides solid waste collection and recycling services within the Miami-Dade County, Florida market.

In October 2009, the Parent Company entered into a definitive agreement to sell substantially all of the Company’s assets and certain liabilities to Waste Services, Inc. (“Waste Services”) for proceeds of $32.0 million plus working capital, as defined in the agreement. The accompanying balance sheet as of December 31, 2008 was prepared by the Parent Company prior to the divestiture and reflects the assets and liabilities of the Company prior to the sale.

Basis of Presentation

The Company is not a registrant with the Securities and Exchange Commission (the “SEC”); however, the Parent Company is a registrant with the SEC and is subject to the SEC’s periodic reporting requirements. Certain estimates, including allocations from the Parent Company, have been recorded in the accompanying financial statements for stand-alone financial reporting purposes. Management of the Company believes that the presentations and disclosures herein are adequate to make the information not misleading. In the opinion of management, all adjustments necessary to fairly state the accompanying financial statements have been reflected. The Company evaluated subsequent events through the date the accompanying financial statements were issued, which was December 18, 2009. All figures are presented in thousands of U.S. dollars, except where expressly stated as being in millions.

As discussed in Note 6, the Parent Company charges the Company for management, financial and other administrative services, which the Parent Company provides to the Company and also allocates certain of its overhead costs to the Company. The Parent Company also maintains insurance coverage (employee health, general, auto liability and workers compensation) for the Company and allocates the cost of such coverage to the Company.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The Company uses estimates and assumptions in preparing the financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. It is reasonably possible that actual results could differ from the estimates that were used and that a change in estimate may occur in the near term. Significant estimates include the Company’s allowance for doubtful accounts, income tax expense or benefit and the carrying values of goodwill and other long-lived assets.

Accounts Receivable

The Company maintains an allowance for doubtful accounts based on the expected collectability of its accounts receivable. The Company performs credit evaluations of significant customers and establish an allowance for doubtful accounts based on the aging of receivables, payment performance factors, historical trends and other information. The Company evaluates and revises its reserve on a monthly basis based on a review of specific accounts outstanding and the history of uncollectible accounts.

F-6

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Year Ended December 31, 2008

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and trade accounts receivable. The Company maintains cash in bank accounts at high quality financial institutions. These cash balances, at times, may exceed federally insured limits.

The Company’s customers are diversified as to industry concentrations; however, the Company’s operations are concentrated in Miami-Dade County, Florida, which may be subject to specific economic conditions that vary from those nationally as well as weather related events that may impact the Company’s operations.

Property and Equipment

Property and equipment are carried at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the following useful lives:

Buildings and improvements	7 – 40 years
Containers, compactors and other equipment	3 – 15 years
Vehicles	5 – 12 years
Furniture, fixtures and office equipment	5 – 12 years

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Gains and losses on sales of capital assets are charged to operations currently.

Long-Lived Assets

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets, should be evaluated for possible impairment. Instances that may lead to an impairment include: (i) a significant decrease in the market price of a long-lived asset or asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

If indicators of impairment exist, the asset or asset group is reviewed to determine whether its recoverability is impaired. The Company assesses the recoverability of the asset or asset group by comparing its carrying value to an estimate (or estimates) of its undiscounted future cash flows over its remaining life. If the estimated undiscounted cash flows are not sufficient to recover the carrying value of the asset or asset group, the Company measures an impairment loss as the amount by which the carrying amount of the asset exceeds its fair value. The loss is recorded to the statement of operations in the current period. Estimating future cash flows requires significant judgment, and the Company’s projections of future cash flows and remaining useful lives may vary materially from actual results.

F-7

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Year Ended December 31, 2008

Goodwill

The Company tests goodwill for impairment on an annual basis using a two-step process. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired. If the carrying value of the reporting unit’s net assets, including goodwill, exceeds the fair value of the reporting unit, then the Company determines the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, then an impairment of goodwill has occurred and an impairment is recognized for the difference between the carrying amount and the implied fair value of goodwill as a component of operating income. The implied fair value of goodwill is calculated by subtracting the fair value of tangible and intangible assets associated with the reporting unit from the fair value of the unit.

The Company has only one reporting unit. In determining fair value, the Company utilizes discounted future cash flows or offers from interested investors, if any. There may be instances where alternative methods provide a more accurate measure or indication of fair value. Significant estimates used in the fair value calculation utilizing discounted future cash flows include, but are not limited to: (i) estimates of future revenue and expense growth by reporting unit; (ii) future estimated effective tax rates; (iii) future estimated capital expenditures as well as future required investments in working capital; (iv) estimated discount rate; and (v) the future terminal value of the reporting unit, which is based on its ability to exist into perpetuity.

In addition, management evaluates a reporting unit for impairment if events or circumstances change between annual tests, indicating a possible impairment. Examples of such events or circumstances include: (i) a significant adverse change in legal factors or in the business climate; (ii) an adverse action or assessment by a regulator; (iii) a more likely than not expectation that a reporting unit or a significant portion thereof will be sold; or (iv) the testing for recoverability of a significant asset group within the reporting unit.

Fair Value Measurements

The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued expenses. The carrying amounts of such financial instruments approximate their respective estimated fair values due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair values are not necessarily indicative of the amounts the Company would realize in the current market exchange or from future earnings or cash flows.

The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

• Level one — Quoted market prices in active markets for identical assets or liabilities;

• Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

• Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company has no assets or liabilities measured at fair value on a recurring or non-recurring basis for the year ended December 31, 2008.

Revenue Recognition

The Company recognizes revenue when services, such as providing waste collection and recycling services, are rendered. Advanced billings are recorded as deferred revenue and are recognized as revenue at the time the related services are provided.

F-8

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Year Ended December 31, 2008

Income Taxes

The Company’s operating results are included in the consolidated federal income tax return of the Parent Company. Separate Company state income tax returns are filed in Florida. The allocation of consolidated income taxes of the Parent Company to the Company is determined as if the Company prepared separate tax returns. The income tax liability is reflected in the due to Parent Company balance on the balance sheet. Deferred tax assets and liabilities (including any valuation allowance) and reserves for any uncertain tax positions are maintained on a corporate-wide basis by the Parent Company. The Parent Company recognizes interest and penalties as incurred within the provision for income taxes. The Parent Company and its subsidiaries are subject to income tax in the U.S. and Puerto Rico, as well as income tax in multiple state jurisdictions, and is subject to various federal, foreign, state and local tax rules and regulations. The Parent Company’s compliance with such rules and regulations is periodically audited by tax authorities. These authorities may challenge the positions taken in tax filings. As such, to provide for certain potential tax exposures, the Parent Company maintains liabilities for uncertain tax positions for its estimate of the final outcome of the examinations. As of December 31, 2008, the Parent Company’s tax years that remain subject to examination by major tax jurisdictions, as it relates to the Company, are 2005 to 2008.

Advertising

The Company’s policy is to expense advertising costs as the costs are incurred. Advertising expense for the year ended December 31, 2008 was less than $0.1 million.

Note 3. Property and Equipment

Property and equipment consist of the following as of December 31, 2008:

Land	$	738
Buildings and improvements		473
Containers, compactors and other equipment		3,984
Vehicles		7,033
Furniture, fixtures and office equipment		94
		12,322
Less: Accumulated depreciation		(5,250	)
Property and equipment, net	$	7,072

Note 4. Accrued Expenses

Accrued expenses consist of the following as of December 31, 2008:

Deferred revenue	$	1,839
Franchise fees		382
Payroll and related taxes and benefits		209
Other		46
Total accrued expenses	$	2,476

F-9

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Year Ended December 31, 2008

Note 5. Income Taxes

The Company’s operating results are included in the consolidated federal income tax return of the Parent Company. Separate Company state income tax returns are filed in Florida. The allocation of consolidated income taxes of the Parent Company to the Company is determined as if the Company prepared a separate tax return. The components of the income tax provision consist of the following for the year ended December 31, 2008:

Federal	$	363
State		61
Income tax expense	$	424

The federal and state income tax provision includes both current and deferred income taxes. Under the informal tax sharing arrangement with the Parent Company, the total provision is treated as a current provision, which has reduced cash flows from operating activities and has increased the amount due to the Parent Company. Deferred income tax assets and liabilities (including any valuation allowance) and reserves for any uncertain tax positions related to the Company are maintained by the Parent Company.

A reconciliation of the income tax provision at the federal statutory tax rate to the reported tax provision for the year ended December 31, 2008 is as follows:

Income tax provision at statutory rate (35%)	$	385
State income taxes, net of federal benefit		39
Income tax expense	$	424

Note 6. Related Party Transactions

All treasury functions are maintained at the Parent Company. Cash receipts are deposited into an account maintained by the Parent Company and the Company’s cash requirements are met by the Parent Company with the net amount of these cash transactions recorded as due to Parent Company. The Company is charged interest at a rate of approximately 6.0% on the balances due to the Parent Company. Interest expense allocated by the Parent Company to the Company was approximately $2.0 million for the year ended December 31, 2008. The balance due to the Parent Company was approximately $33.9 million as of December 31, 2008.

The Company is charged for management, financial and other administrative services provided by the Parent Company, including overhead, and is allocated these charges based on the Company’s revenue relative to other divisions of the Parent Company. Related charges for the year ended December 31, 2008 were approximately $0.8 million and are included in selling, general and administrative expenses. Management believes the method of allocation used is reasonable but would not necessarily represent those costs charged by non-affiliated companies or incurred for similar functions on a stand-alone basis.

The Parent Company sponsors a 401(k) plan (the “Plan”), which is a defined contribution plan that is available to eligible employees. Under the Plan, eligible employees may contribute a portion of their annual compensation on a pre-tax basis, subject to certain restrictions set by the Internal Revenue Code. The Parent Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation contributed by each employee, which is funded in cash. All contributions vest immediately. Matching contributions, which were expensed by the Company, were $0.1 million for the year ended December 31, 2008.

F-10

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Year Ended December 31, 2008

Note 7. Commitments and Contingencies

Operating Lease Agreements

The Company has non-cancelable operating lease agreements for certain equipment. Future minimum payments due under these lease agreements are as follows (for the twelve months ended December 31):

2009	$	16
2010		14
2011		9
2012		8
2013		3
	$	50

Financial Assurance

As of December 31, 2008, the Parent Company, in connection with the Company’s operations, has provided $2.2 million in financial assurances to governmental agencies relating to its collection and recycling operations. These financial assurance requirements are satisfied by providing performance bonds, letters of credit, insurance policies or trust deposits to secure these obligations. Additionally, the Parent Company, in connection with the Company’s operations, is required to provide financial assurances for its insurance program and collateral required for certain performance obligations.

These financial instruments are issued in the normal course of business. They are not debt and, therefore, are not reflected in the accompanying balance sheet. The underlying obligations of the financial assurance instruments would be valued and recorded in the balance sheet based on the likelihood of the performance being required, which the Parent Company and the Company do not expect to occur. The fair value of such assurances is allocated to the Company by the Parent Company.

Litigation

The Company and its Parent Company are subject to extensive and evolving laws and regulations and have implemented environmental safeguards to respond to regulatory requirements. In the normal course of conducting operations, the Company and its Parent Company may become involved in certain legal and administrative proceedings. Some of these actions may result in fines, penalties or judgments, which may have an impact on earnings for a particular period. Litigation and regulatory compliance contingencies are accrued for when such costs are probable and reasonably estimable. There are no matters outstanding at December 31, 2008 that management expects to have a material adverse effect on the Company’s liquidity, financial position or results of operations, and no provisions have been made in these Financial Statements for such matters.

Guarantees and Collateral

The Parent Company and/or the Partnership enter into contracts in the normal course of business that include indemnification clauses. Indemnifications relating to known liabilities are recorded in the financial statements based on management’s best estimate of required future payments. Certain of these indemnifications relate to contingent events or occurrences, such as the imposition of additional taxes due to a change in the tax law or adverse interpretation of the tax law, and indemnifications made in divestiture agreements where the Parent Company and / or the Partnership indemnify the buyer for liabilities that may become known in the future but that relate to the Company’s activities prior to the divestiture.

Along with substantially all of the other operations of the Parent Company, the Company’s assets collateralize certain of the Parent Company’s outstanding debt obligations.

F-11

MIAMI-DADE COUNTY OPERATIONS
(A Division of Republic Services of Florida, a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS — (Continued)
For the Year Ended December 31, 2008

Note 8. Subsequent Events

On October 5, 2009, Waste Services acquired substantially all of the assets of the Company and assumed certain of the Company’s liabilities. The purchase price for the transaction totaled $32.7 million. The Company assessed goodwill for impairment prior to the sale and recognized an impairment charge for goodwill of $15.6 million for the nine months ended September 30, 2009. In connection with the sale, the Company also recognized an impairment charge for other assets of $1.1 million, which relates to a disposal agreement that had a carrying value of $1.2 million as of December 31, 2008 and is included in other assets on the accompanying balance sheet.

F-12

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

     These Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared from the Consolidated Financial Statements of Waste Services, Inc. and the Financial Statements of the Miami-Dade County Operations (a division of Republic Services of Florida, a Limited Partnership), which is a subsidiary of Republic Services, Inc. You should read these Unaudited Pro Forma Condensed Consolidated Financial Statements in conjunction with the audited Consolidated Financial Statements of Waste Services, Inc. and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our annual report for 2008 on Form 10-K filed on February 26, 2009, as well as our interim report on Form 10-Q for the quarter ended September 30, 2009, filed on October 29, 2009. These Unaudited Pro Forma Condensed Consolidated Financial Statements should also be read with the Financial Statements of the Miami-Dade County Operations (a division of Republic Services of Florida, a Limited Partnership) as of and for the nine months ended September 30, 2009 and as of and for the year ended December 31, 2008, which are included elsewhere in this filing.

     In October 2009, we acquired Republic Services’ operations in Miami-Dade County, Florida (the “Miami-Dade County Operations”) for $32.0 million in cash plus an adjustment for working capital. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2009 and the year ended December 31, 2008 have been prepared on a basis to reflect the following events as if each event occurred as of January 1, 2008:

• Acquisition of the Miami-Dade County Operations.

• Additional draw on our credit facility and the associated interest.

• Tax effects of the foregoing events.

     The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2009 has been prepared on a basis to reflect the acquisition of the Miami-Dade County Operations as if the acquisition had occurred as of September 30, 2009.

     The pro forma adjustments are based on preliminary estimates, available information and certain assumptions that we believe are reasonable, and may be revised as additional information becomes available. The pro forma adjustments are more fully described in the notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

     The Unaudited Pro Forma Condensed Consolidated Financial Statements should not be considered indicative of actual results that would have been achieved had the transactions and events described been completed as of the dates or as of the beginning of the period indicated and do not purport to project the financial condition or results of operations and cash flows for any future date or period.

1

WASTE SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
For the Nine Months Ended September 30, 2009

				Miami-Dade County
	Actual			Operations			Adjustments			Pro Forma
Revenue	$	315,738		$	15,073		$	—		$	330,811
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		203,896			9,999			—			213,895
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		39,034			1,735			—			40,769
Impairment of goodwill and other assets		—			16,699			—			16,699
Depreciation, depletion and amortization		32,016			678			993	(a)		33,687
Gain on sale of property and equipment, foreign exchange and other		(2,533	)		—			—			(2,533	)
Income (loss) from operations		43,325			(14,038	)		(993	)		28,294
Interest expense		22,418			1,356			(1,356	) (b)		23,424
								1,006	(b)
Change in fair value of warrants		(2,103	)		—			—			(2,103	)
Income (loss) from continuing operations before income taxes		23,010			(15,394	)		(643	)		6,973
Income tax provision (benefit)		8,837			(2,847	)		2,847	(c)		9,217
								380	(c)
Net income (loss) from continuing operations	$	14,173		$	(12,547	)	$	(3,870	)	$	(2,244	)
Basic and diluted income (loss) per share — continuing operations	$	0.31								$	(0.05	)
Weighted average common shares outstanding —
Basic		46,206									46,206
Diluted		46,231									46,231

2

WASTE SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
For the Year Ended December 31, 2008

				Miami-Dade County
	Actual			Operations			Adjustments			Pro Forma
Revenue	$	473,029		$	21,635		$	—		$	494,664
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		309,121			15,356			—			324,477
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		66,474			2,336			—			68,810
Landfill development project costs		10,267			—			—			10,267
Depreciation, depletion and amortization		45,348			941			1,301	(a)		47,590
Foreign exchange gain and other		160			(65	)		—			95
Income from operations		41,659			3,067			(1,301	)		43,425
Interest expense		37,432			1,968			(1,968	) (b)		39,461
								2,029	(b)
Income from continuing operations before income taxes		4,227			1,099			(1,362	)		3,964
Income tax provision		6,183			424			(424	) (c)		6,689
								506	(c)
Net income (loss) from continuing operations	$	(1,956	)	$	675		$	(1,444	)	$	(2,725	)
Basic and diluted loss per share — continuing operations	$	(0.04	)							$	(0.06	)
Weighted average common shares outstanding — basic and diluted		46,079									46,079

3

WASTE SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
As of September 30, 2009

				Miami-Dade County
	Actual			Operations		Adjustments			Pro Forma
ASSETS
Current assets:
Cash	$	3,209		$	43	$	(43	) (d)	$	3,209
Accounts receivable		57,585			2,278		22	(e)		59,885
Prepaid expenses and other current assets		9,754			200		(44	)  (e)		9,910
Total current assets		70,548			2,521		(65	)		73,004
Property and equipment, net		199,540			6,503		(39	) (e)		206,004
Landfill sites, net		196,349			—		—			196,349
Goodwill and other intangible assets, net		393,514			19,218		6,300	(e)		419,032
Other assets		10,841			—		—			10,841
Total assets	$	870,792		$	28,242	$	6,196		$	905,230
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	24,100		$	628	$	(603	) (d)	$	24,125
Accrued expenses and other current liabilities		57,220			2,754		(1,070	) (d)		58,904
Short-term financing and current portion of long-term debt		17,750			—		—			17,750
Total current liabilities		99,070			3,382		(1,673	)		100,779
Long-term debt		355,529			—		32,729	(e)		388,258
Deferred income taxes		38,100			—		—			38,100
Accrued closure, post closure and other obligations		21,361			—		—			21,361
Total liabilities		514,060			3,382		31,056			548,498
Shareholders’ equity:
Common stock		462			—		—			462
Additional paid-in capital and other equity		501,200			24,860		(24,860	) (e)		501,200
Accumulated other comprehensive income		46,102			—		—			46,102
Accumulated deficit		(191,032	)		—		—			(191,032	)
Total shareholders’ equity		356,732			24,860		(24,860	)		356,732
Total liabilities and shareholders’ equity	$	870,792		$	28,242	$	6,196		$	905,230

4

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
(In thousands, except percentage data)

     The following table reflects the preliminary allocation of purchase price for the Miami-Dade County Operations based upon a preliminary estimate of the fair value of assets being acquired and liabilities being assumed by us as follows:

Purchase price:
Cash paid	$	32,729
Allocated as follows:
Accounts receivable		2,300
Prepaid expenses and other current assets		156
Property and equipment		6,464
Intangible assets other than goodwill		6,300
Accounts payable		(25	)
Accrued expenses and other current liabilities		(1,684	)
Fair value of net assets acquired	$	13,511
Goodwill allocation	$	19,218

     The allocation of purchase price is considered preliminary until we have acquired all necessary information to finalize the allocation of purchase price. Although the time required to obtain all the necessary information will vary, the “allocation period” for finalizing purchase price allocations does not exceed one year from the date of consummation of an acquisition. Adjustments to the allocation of purchase price may decrease those amounts allocated to goodwill and, as such, may increase those amounts allocated to other tangible or intangible assets, which may result in higher depreciation or amortization expense in future periods.

     The following notes describe the pro forma adjustments reflected in, and form an integral part of, the Unaudited Pro Forma Condensed Consolidated Financial Statements.

a)	Reflects the amortization of intangible assets exclusive of goodwill, based on an estimate of intangible values. These intangible assets represent customer relationships and are amortized on a declining balance basis over the life of the expected benefit to be received by such intangibles, which is approximately ten years. Amortization for the nine months ended September 30, 2009 and year ended December 31, 2008 is $1.0 million and $1.3 million, respectively.
b)	Reflects the elimination of $1.4 million and $2.0 million of interest expense recognized by the Miami-Dade County Operations for the nine months ended September 30, 2009 and the year ended December 31, 2008, respectively. This interest was charged to the Miami-Dade County Operations from Republic Services, Inc.
	Also reflects interest expense of $1.0 million and $2.0 million for the nine months ended September 30, 2009 and year ended December 31, 2008, respectively, related to the draw on our credit facility used to fund the acquisition of the Miami-Dade County Operations. The rates used in the pro forma adjustment for the nine months ended September 30, 2009 and year ended December 31, 2008 were 4.1% and 6.2%, respectively, which were the average rates in effect on our credit facilities for such periods.
	We are exposed to variable interest rates under our credit facility, based on a spread over base rate or Eurodollar loans as defined. A 12.5 basis point increase in base interest rates would increase interest expense by less than $0.1 million for the nine months ended September 30, 2009 and year ended December 31, 2008.

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c)	Reflects the elimination of the income tax provision (benefit) recognized by the Miami-Dade County Operations for the nine months ended September 30, 2009 and the year ended December 31, 2008 of $(2.8) million and $0.4 million, respectively.
	Also reflects the provision for deferred taxes at the statutory rate for the temporary differences related to amortizing goodwill, which is amortized over a period of fifteen years for income tax purposes. We have not assumed any additional benefit of the tax losses attributable to the pro forma adjustments because we do not expect to benefit from such losses at this time.
d)	Reflects the elimination of assets not acquired and liabilities not assumed as part of the acquisition of the Miami-Dade County Operations. Liabilities not assumed primarily relate to payroll and related benefits, accounts payable and certain other accrued expenses.
e)	Reflects the payment of the purchase price for the Miami-Dade County Operations and the preliminary allocation of the purchase price for the fair value of assets acquired and liabilities assumed.

     The pro forma adjustments are based on preliminary estimates, available information and certain assumptions that we believe are reasonable, and may be revised as additional information becomes available. The Unaudited Pro Forma Condensed Consolidated Financial Statements should not be considered indicative of actual results that would have been achieved had the transactions and events described been completed as of the dates or as of the beginning of the periods indicated and do not purport to project the financial condition or results of operations and cash flows for any future date or period.

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