Waste Services, Inc.

UNITED STATES SECURITES 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 June 30, 2007
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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer o Accelerated Filer þ Non-accelerated filer o

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

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at July 20, 2007 was 46,008,316 (assuming exchange of 6,307,862 exchangeable shares of Waste Services (CA) Inc. not owned by Capital Environmental Holdings Company for 2,102,620 shares of the registrant’s common stock).

PART I. FINANCIAL INFORMATION


Item 1.	*Financial Statements*

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)


	June 30,			December 31,
	2007			2006

ASSETS
Current assets:
Cash and cash equivalents	$	16,045		$	8,532
Accounts receivable (net of allowance for doubtful accounts of $553 and $572 as of June 30, 2007 and December 31 2006, respectively)		66,795			51,804
Prepaid expenses and other current assets		9,350			6,224
Current assets of discontinued operations		—			4,559

Total current assets		92,190			71,119
Property and equipment, net		183,322			140,673
Landfill sites, net		196,075			195,881
Goodwill and other intangible assets, net		421,980			350,035
Other assets		18,420			10,667
Non-current assets of discontinued operations		—			96,688

Total assets	$	911,987		$	865,063

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	25,528		$	24,033
Accrued expenses and other current liabilities		61,281			53,566
Short-term financing and current portion of long-term debt		1,069			3,975
Current liabilities of discontinued operations		—			4,784

Total current liabilities		87,878			86,358
Long-term debt		443,908			406,113
Accrued closure, post-closure and other obligations		41,841			32,625
Non-current liabilities of discontinued operations		—			610

Total liabilities		573,627			525,706

Shareholders’ equity:
Common stock $0.01 par value: 166,666,666 shares authorized, 43,870,128 and 43,868,606 shares issued and outstanding as of June 30, 2007 and December 31, 2006, respectively		438			438
Additional paid-in capital		507,729			506,751
Accumulated other comprehensive income		51,304			35,201
Accumulated deficit		(221,111	)		(203,033	)

Total shareholders’ equity		338,360			339,357

Total liabilities and shareholders’ equity	$	911,987		$	865,063

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

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006

Revenue	$	126,239		$	100,480		$	227,553		$	187,964
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		83,077			69,346			150,132			131,061
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		15,094			14,216			29,892			29,330
Deferred acquisition costs		—			—			—			5,612
Depreciation, depletion and amortization		15,122			9,746			27,091			19,092
Foreign exchange (gain) loss and other		(165	)		2,247			(587	)		2,116

Income from continuing operations		13,111			4,925			21,025			753
Interest expense		10,830			7,825			20,575			14,880
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		—			4,841			—			10,537

Income (loss) from continuing operations before income taxes		2,281			(7,741	)		450			(24,664	)
Income tax provision		4,407			3,368			6,144			4,340

Net loss from continuing operations		(2,126	)		(11,109	)		(5,694	)		(29,004	)
Net income (loss) from discontinued operations, net of tax of $0		(87	)		35			(1,130	)		(835	)
Loss on sale of discontinued operations, net of tax of $0		(12,192	)		—			(11,254	)		—

Net loss	$	(14,405	)	$	(11,074	)	$	(18,078	)	$	(29,839	)

Basic and diluted loss per share:
Loss per share — continuing operations	$	(0.05	)	$	(0.33	)	$	(0.12	)	$	(0.86	)
Loss per share — discontinued operations		(0.27	)		—			(0.27	)		(0.02	)

Loss per share — basic and diluted	$	(0.32	)	$	(0.33	)	$	(0.39	)	$	(0.88	)

Weighted average common shares outstanding — basic and diluted		45,973			34,130			45,973			33,756

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

WASTE SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Six Months Ended June 30,
	2007			2006

Cash flows from operating activities:
Net loss	$	(18,078	)	$	(29,839	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Net loss from discontinued operations		12,384			835
Depreciation, depletion and amortization		27,091			19,092
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		—			10,537
Amortization of debt issue costs		1,315			776
Deferred income tax provision		1,918			4,289
Non-cash stock-based compensation expense		973			1,547
Deferred acquisition costs expensed		—			5,612
Foreign exchange loss		—			2,052
Other non-cash items		211			342
Changes in operating assets and liabilities (excluding the effects of acquisitions and dispositions):
Accounts receivable		(3,547	)		(2,816	)
Prepaid expenses and other current assets		(667	)		(608	)
Accounts payable		(239	)		626
Accrued expenses and other current liabilities		1,886			2,359

Net cash provided by continuing operations		23,247			14,804
Net cash provided by discontinued operations		1,567			2,667

Net cash provided by operating activities		24,814			17,471

Cash flows from investing activities:
Cash used in business combinations and significant asset acquisitions, net of cash acquired		(31,888	)		(28,943	)
Capital expenditures		(24,167	)		(24,252	)
Proceeds from asset sales and business divestitures		16,091			4,530
Deposits for business acquisitions and other		(9,528	)		(929	)

Net cash used in continuing operations		(49,492	)		(49,594	)
Net cash used in discontinued operations		(2,187	)		(3,370	)

Net cash used in investing activities		(51,679	)		(52,964	)

Cash flows from financing activities:
Proceeds from issuance of debt and draw on revolving credit facility		84,014			36,197
Principal repayments of debt and capital lease obligations		(49,190	)		(7,038	)
Proceeds from the exercise of options and warrants		5			86
Fees paid for financing transactions		(1,191	)		(138	)

Cash provided by financing activities — continuing operations		33,638			29,107

Effect of exchange rate changes on cash and cash equivalents		740			240

Increase (decrease) in cash and cash equivalents		7,513			(6,146	)
Cash and cash equivalents at the beginning of the period		8,532			8,886

Cash and cash equivalents at the end of the period	$	16,045		$	2,740

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

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.	Organization of Business and Basis of Presentation

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

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

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

A portion of our operations is domiciled in Canada. For each reporting period we translate the results of operations and financial condition of our Canadian operations into U.S. dollars, in accordance with SFAS No. 52, “Foreign Currency Translation”, (“SFAS 52”). Therefore, the reported results of our operations and financial condition are subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the Canadian dollar strengthens against the U.S. dollar, revenue is favorably affected and conversely expenses are unfavorably affected. Assets and liabilities of our Canadian operations are translated from Canadian dollars into U.S. dollars at the exchange rates in effect at the relevant balance sheet dates, and revenue and expenses of Canadian operations are translated from Canadian dollars into U.S. dollars at the average exchange rates prevailing during the period. Unrealized gains and losses on translation of the Canadian operations into U.S. dollars are reported as a separate component of shareholders’ equity and are included in comprehensive income or loss. Monetary assets and liabilities, as well as

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

intercompany receivables, denominated in U.S. dollars held by our Canadian operations are re-measured from U.S. dollars into Canadian dollars and then translated into U.S. dollars. The effects of re-measurement are reported currently as a component of net income (loss). Currently, we do not hedge our exposure to changes in foreign exchange rates.

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

Basic earnings (loss) per share is calculated by dividing income (loss) by the weighted average number of common shares outstanding for the period, including exchangeable shares of Waste Services (CA) not owned by us on an as exchanged basis. Diluted earnings (loss) per share is calculated based on the weighted average shares of common stock outstanding, including the exchangeable shares, during the period plus the dilutive effect of common stock purchase warrants and stock options using the treasury stock method. Contingently issuable shares are included in the computation of basic earnings (loss) per share when issuance of the shares is no longer contingent. Due to the net losses for the three and six months ended June 30, 2007 and 2006, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. Basic and diluted earnings (loss) per share have been retroactively restated to reflect the one for three split to the earliest period presented.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006

Common Shares issuable under exercisable options		35		—		50		—
Common Shares issuable under exercisable warrants		603		38		610		176

Dilutive securities		638		38		660		176

For purposes of computing net income (loss) per common share — basic and diluted, for the three and six months ended June 30, 2007, the weighted average number of shares of common stock outstanding includes the effect of 6,307,862 and 6,306,771 exchangeable shares of Waste Services (CA), respectively, (exchangeable for 2,102,620 and 2,102,257 shares of our common stock, respectively), as if they were shares of our outstanding common stock from July 31, 2004, the date our migration transaction was completed. For the three and six months ended June 30, 2006, the weighted average number of shares of common stock outstanding includes the effect of 6,326,135 and 6,322,915 exchangeable shares of Waste Services (CA), respectively, (exchangeable for 2,108,711 and 2,107,638 shares of our common stock, respectively), as if they were shares of our outstanding common stock from July 31, 2004.


2.	Adopted Accounting

In July 2006, the FASB issued SFAS Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of SFAS Statement No. 109” (“FIN 48”), which we have adopted effective January 1, 2007. FIN 48 applies to all “tax positions” accounted for under SFAS 109. FIN 48 refers to “tax positions” as

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

positions taken in a previously filed tax return or positions expected to be taken in a future tax return which are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. FIN 48 further clarifies a tax position to include, but not limited to, the following:


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

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

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

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

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

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


	•	Federal — We are subject to U.S. federal tax examinations by tax authorities for the tax years ended December 31, 2003 to 2006.

	•	State — We are subject to state tax examinations by tax authorities for the tax years ended December 31, 2003 to 2006.

	•	Canada — We are no longer subject to foreign tax examinations by tax authorities for years before January 1, 1999.

The adoption of FIN 48 did not have a material impact on our financial statements or disclosures. As of January 1, 2007 and June 30, 2007 we did not recognize any assets or liabilities for unrecognized tax benefits relative to uncertain tax positions. We do not currently anticipate that any significant increase or decrease to the gross unrecognized tax benefits will be recorded during the next 12 months. Any interest or penalties resulting from examinations will be recognized as a component of the income tax provision. However, since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued interest and penalties.


3.	Discontinued Operations

In March 2007, we completed transactions to acquire Allied Waste Industries, Inc’s. (“Allied Waste”) South Florida operations and to sell our Arizona operations to Allied Waste and paid $15.4 million in purchase price and net working capital. 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 per month until July 1, 2014. The net present value of the note approximates $8.0 million. Accordingly, we have presented the net assets and operations of our Arizona and Texas operations as discontinued operations for all periods presented. Revenue from discontinued operations was $2.7 million and $8.6 million for the three months ended June 30, 2007 and

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

2006, respectively, and $10.3 million and $16.7 million for the six months ended June 30, 2007 and 2006, respectively. Pre-tax net loss from discontinued operations was $0.1 million and nil for the three months ended June 30, 2007 and 2006, respectively, and $1.1 million and $0.8 million for the six months ended June 30, 2007 and 2006, respectively. In March 2007, we recognized a gain on disposal of $0.9 million relative to the sale of the Arizona operations, and in June of 2007 we recognized a loss on disposal of $12.2 million relative to the sale of the Texas operations. No income tax benefit or provision has been attributed to discontinued operations for each period presented.

The fair market value proceeds for our Arizona operations of $52.5 million were determined by estimating the fair value of the Allied operations received. Additionally, we paid $15.4 million for net working capital between the two operations and transaction costs. The fair market value of $18.5 million of proceeds attributed to the Texas operations was determined by estimating the fair value of the WCA Florida operations received plus cash received of $23.7 million less the net present value of the note issued of $8.0 million plus working capital. Separately, we have determined that if our Texas operations were held and used, we would not have recognized a long-lived asset impairment in prior periods.

The following table summarizes our proceeds and the resulting gain (loss) on sale:


	Arizona		Texas
	Operations		Operations			Total

Fair value of operations received	$	52,497	$	18,471		$	70,968
Cash received, net of promissory note issued		—		15,690			15,690
Less:
Carrying value of operations sold		51,559		46,353			97,912

Gain (loss) on disposition of discontinued operations	$	938	$	(12,192	)	$	(11,254	)

Net assets related to our discontinued operations as of December 31, 2006 are as follows (unaudited):

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Arizona
Texas

Operations Operations Total

Accounts receivable
$ 3,418 $ 658 $ 4,076

Prepaid expenses and other current assets
452 31 483

Current assets of discontinued operations
3,870 689 4,559

Property and equipment
11,803 4,646 16,449

Landfill sites
17,229 41,456 58,685

Goodwill and other intangible assets
21,433 — 21,433

Other assets
121 — 121

Non-current assets of discontinued operations
50,586 46,102 96,688

Total assets of discontinued operations
$ 54,456 $ 46,791 $ 101,247

Accounts payable
$ 356 $ — $ 356

Accrued expenses and other current liabilities
3,518 910 4,428

Current liabilities of discontinued operations
3,874 910 4,784

Accrued closure, post closure and other obligations
336 274 610

Non-current liabilities of discontinued operations
336 274 610

Total liabilities of discontinued operations
$ 4,210 $ 1,184 $ 5,394

Net assets of discontinued operations
$ 50,246 $ 45,607 $ 95,853


4.	Share-Based Payments

Stock based compensation expense was $0.7 million and $0.5 million, for the three months ended June 30, 2007 and 2006, respectively, and $1.0 million and $1.5 million, for the six months ended June 30, 2007 and 2006, respectively. During the six months ended June 30, 2007 and 2006, we granted options to purchase 819,500 shares of our common stock and 55,000 shares of our common stock, respectively, to certain employees with option exercise prices equal to the market value of our common stock on the date immediately preceding the grant date. The weighted-average grant-date fair value of these option grants was $5.94 and $3.12, for the six months ended June 30, 2007 and 2006 respectively. The fair value of options granted is estimated using the Black-Scholes option pricing model using the following assumptions:


	Three Months Ended June 30,					Six Months Ended June 30,
	2007			2006		2007			2006

Annual dividend yield		—			N/A		—			—
Weighted-average expected life (years)		3.0			N/A		3.0			3.0
Risk-free interest rate		4.5	%		N/A		4.5	%		4.8	%
Expected volatility		92	%		N/A		92	%		38	%

Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for the most recent three years. We believe this method produces an estimate that is representative of our expectations of the future volatility over the expected term of our options. We currently have no reason to believe future volatility over the expected life of these options is likely to differ materially from historical volatility. The weighted-average expected life is based upon share option exercises, pre and

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

post vesting terminations and share option term expirations. The risk-free interest rate is based on the U.S. Treasury security rate estimated for the expected life of the options at the date of grant.

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

During the six months ended June 30, 2007, no employee options were exercised, 134,331 options were forfeited and 76,491 options expired. During the six months ended June 30, 2006, no employee options were exercised, 178,500 options were forfeited and 2,166 options expired. As of June 30, 2007, $3.6 million of total unrecognized compensation cost related to employee stock options is expected to be recognized over a weighted average period of approximately 1.8 years.


5.	Business Combinations and Significant Asset Acquisitions

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

In April 2007, we completed the acquisition of a roll-off collection and transfer operation (for $13.2 million), a transfer station development project and a landfill development project in southwest Florida 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 $19.5 million is due and payable at the earlier of the receipt of all operating permits for the landfill site, or July 29, 2008, and on delivery of title to the property. During the six months ended June 30, 2007 we advanced $8.5 million towards the purchase of the landfill development project. The existing transfer station is permitted to accept construction and demolition waste volume, and we expect to internalize this additional volume to our southwest Florida landfill site acquired in December 2006. 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’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 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 expect to internalize this additional volume to our southwest Florida landfill site. The estimated fair value of the WCA assets approximated $18.5 million.

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Details of the net assets acquired and cash used in asset acquisitions for the six months ended June 30, 2007 are as follows (unaudited):


	Allied						USA		All
	South Florida			WCA			Recycling		Other			Total

Purchase price:
Cash paid and transaction costs	$	15,882		$	10		$	13,408	$	1,351		$	30,651
Fair value of operations received		52,497			18,471			—		—			70,968

Total purchase price		68,379			18,481			13,408		1,351			101,619

Allocated as follows:
Working capital assumed:
Cash and cash equivalents		1			—			84		—			85
Accounts receivable		7,501			1,163			—		—			8,664
Prepaid expenses and other current assets		290			—			—		—			290
Accrued expenses and other current liabilities		(4,156	)		(85	)		—		(48	)		(4,289	)

Net working capital		3,636			1,078			84		(48	)		4,750
Property and equipment		13,078			5,185			8,037		648			26,948
Accrued closure, post-closure and other obligations assumed		—			(312	)		—		—			(312	)

Net book value of assets acquired and liabilities assumed		16,714			5,951			8,121		600			31,386

Excess purchase price to be allocated	$	51,665		$	12,530		$	5,287	$	751		$	70,233

Allocated as follows:
Goodwill	$	15,886		$	10,542		$	3,066	$	386		$	29,880
Other intangible assets		35,779			1,988			2,221		365			40,353

Total allocated	$	51,665		$	12,530		$	5,287	$	751		$	70,233

The purchase price allocations are considered preliminary until we have obtained all required information to complete the allocation. Although the time required to obtain the necessary information will vary with circumstances specific to an individual acquisition, the “allocation period” for finalizing purchase price allocations generally does not exceed one year from the date of consummation of an acquisition. Adjustments to the allocation of purchase price may decrease those amounts allocated to goodwill and, as such, may increase those amounts allocated to other tangible or intangible assets, which may result in higher depreciation or amortization expense in future periods. Assets acquired in a business combination that will be sold are valued at fair value less cost to sell. Results of operating these assets are recognized currently in the period in which those operations occur. The value of shares issued in connection with an acquisition is based upon the average market price of our common stock during the five day period consisting of the period two days before, the day of and the two days after the terms of the acquisition are agreed to and/or announced. Contingent consideration is valued as of the date the contingency is resolved. We expect goodwill generated from these acquisitions to be deductible for income tax purposes.

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 three and six months ended June 30, 2007 and 2006 as if acquisitions completed in 2007 and 2006 had occurred at the beginning of the respective periods (in thousands except per share amounts):


							Six Months Ended
	Three Months Ended June 30,						June 30,
	2007			2006			2007			2006

Revenue	$	129,122		$	128,895		$	248,693		$	249,547

Net loss	$	(2,193	)	$	(9,688	)	$	(4,571	)	$	(27,167	)

Basic and diluted net loss per Common Share	$	(0.05	)	$	(0.27	)	$	(0.10	)	$	(0.75	)

Basic and diluted pro forma weighted average number of common shares outstanding		45,973			36,186			45,973			36,067

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.


6.	Prepaid Expenses and Other Current Assets

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


	June 30,		December 31,
	2007		2006

Prepaid expenses	$	4,223	$	2,969
Parts and supplies		2,003		1,710
Other current assets		3,124		1,545

	$	9,350	$	6,224


7.	Property and Equipment

Property and equipment consist of the following (unaudited):


	June 30,			December 31,
	2007			2006

Land and buildings	$	51,687		$	31,470
Vehicles		136,147			116,436
Containers, compactors and landfill and recycling equipment		95,304			74,597
Furniture, fixtures, other office equipment and leasehold improvements		11,680			10,272

Total property and equipment		294,818			232,775
Less: Accumulated depreciation		(111,496	)		(92,102	)

Property and equipment, net	$	183,322		$	140,673

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

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

Landfill Sites

Landfill sites consist of the following (unaudited):


	June 30,			December 31,
	2007			2006

Landfill sites	$	252,272		$	240,938
Less: Accumulated depletion		(56,197	)		(45,057	)

Landfill sites, net	$	196,075		$	195,881

The changes in landfill sites for the six months ended June 30, 2007 and 2006 are as follows (unaudited):


	June 30,
	2007			2006

Balance at the beginning of the period	$	195,881		$	116,781
Landfill site construction costs		7,046			6,594
Reclassification to conservatory		(1,029	)		—
Acquisitions		—			23,290
Additional asset retirement obligations		1,482			939
Depletion		(8,644	)		(6,036	)
Effect of foreign exchange rate fluctuations		1,339			436

Balance at the end of the period	$	196,075		$	142,004

Accrued Closure, Post-Closure and Other Obligations

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


	June 30,		December 31,
	2007		2006

Accrued closure and post-closure obligations	$	14,639	$	9,667
Deferred income tax liability		25,682		22,322
Capital lease obligations		985		186
Other obligations		535		450

	$	41,841	$	32,625

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

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

accrued closure and post-closure obligations for the six months ended June 30, 2007 and 2006 are as follows (unaudited):


	2007			2006

Current portion at the beginning of period	$	6,258		$	—
Long-term portion at the beginning of period		9,667			8,971

Balance at the beginning of period		15,925			8,971
Additional asset retirement obligations		1,482			939
Accretion		362			375
Acquisitions		—			1,201
Payments		(1,085	)		—
Effect of foreign exchange rate fluctuations		683			271

Balance at the end of period		17,367			11,757
Less: Current portion		(2,728	)		—

Long-term portion	$	14,639		$	11,757


9.	Goodwill and Other Intangible Assets

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


	June 30,			December 31,
	2007			2006

Other intangible assets subject to amortization:
Customer relationships and contracts	$	77,105		$	43,964
Non-competition agreements and other		6,887			3,694

		83,992			47,658
Less: Accumulated amortization:
Customer relationships and contracts		(21,398	)		(17,080	)
Non-competition agreements and other		(1,675	)		(2,435	)

Other intangible assets subject to amortization, net		60,919			28,143
Goodwill		361,061			321,892

Goodwill and other intangible assets, net	$	421,980		$	350,035

The changes in goodwill for the six months ended June 30, 2007 and 2006 are as follows (unaudited):


	Six Months Ended June 30, 2007
	Florida		Canada		Total

Balance at the beginning of the period	$	235,044	$	86,848	$	321,892
Acquisitions		29,494		386		29,880
Purchase price allocation adjustments for prior acquisitions		1,060		61		1,121
Effect of foreign exchange rate fluctuations		—		8,168		8,168

Balance at the end of the period	$	265,598	$	95,463	$	361,061

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Six Months Ended June 30, 2006

Florida Canada Total

Balance at the beginning of the period
$ 199,377 $ 84,869 $ 284,246

Acquisitions
27,093 1,672 28,765

Purchase price allocation adjustments for prior acquisitions
(259 ) — (259 )

Effect of foreign exchange rate fluctuations
— 3,559 3,559

Balance at the end of the period
$ 226,211 $ 90,100 $ 316,311


10.	Other Assets

Other assets consist of the following (unaudited):


	June 30,		December 31,
	2007		2006

Debt issue costs, net of accumulated amortization of $4,740 and $3,853 as of June 30, 2007 and December 31, 2006, respectively	$	8,801	$	9,060
Acquisition deposits and deferred acquisition costs		9,069		1,048
Other assets		550		559

	$	18,420	$	10,667

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


11.	Debt

Debt consists of the following (unaudited):


	June 30,			December 31,
	2007			2006

Senior Secured Credit Facilities:
Revolving credit facility	$	—		$	—
Term loan facility, floating interest rate at 7.8% as of June 30, 2007 and 10.0% (adjusted to 8.1% in January 2007) as of December 31, 2006, due $693 per quarter from September 2008 through March 2010, $67,264 per quarter thereafter, due March 2011		273,910			245,260
Senior Subordinated Notes, fixed interest rate at 9.5%, due 2014		160,000			160,000
Other secured notes payable, interest at 4.3% to 7.8%, due through 2025 (net of discount of $2,486 and $0 at June 30, 2007 and December 31, 2006, respectively)		8,372			2,041
Other subordinated notes payable, interest at 6.7%, due through 2017		2,695			2,787

		444,977			410,088
Less: Current portion		(1,069	)		(3,975	)

Long-term portion	$	443,908		$	406,113

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Senior Secured Credit Facilities

Our Senior Secured Credit Facilities (the “Credit Facilities”) are governed by our Second Amended and Restated Credit Agreement, entered into on December 28, 2006, as amended, with Lehman Brothers Inc. as Arranger and the other lenders named therein. The Credit Facilities consist of a revolving credit facility in the amount of $60.0 million, of which $45.0 million is available to our U.S. operations and $15.0 million is available to our Canadian operations, and a term loan facility in the amount of $273.9 million. The revolver commitments terminate on April 30, 2009 and the term loans mature in specified quarterly installments through March 31, 2011. The Credit Facilities bear interest based upon a spread over base rate or Eurodollar loans, as defined, at our option. The Credit Facilities are secured by substantially all of the assets of our U.S. restricted subsidiaries. Our Canadian operations guarantee and pledge all of their assets only in support of the portion of the revolving credit facility available to them. Separately, 65% of the common shares of Waste Services’ first tier foreign subsidiaries, including Waste Services (CA), are pledged to secure obligations under the Credit Facilities. As of June 30, 2007, there were no amounts outstanding on the revolving credit facility, while $13.2 million and $12.2 million of revolver capacity were used to support outstanding letters of credit in the U.S. and Canada, respectively.

In April 2007, we entered into an amendment to the credit agreement with the administrative agent for the lenders. The amendment increased the term loans outstanding by an additional $50.0 million to $294.6 million in total, reduced the current interest rate on the term loans by 25 basis points to LIBOR plus 2.50% and provided for certain other modifications. In June of 2007, we made an optional prepayment of principal in the amount of $20.0 million.

Our Credit Facilities, as amended, contain certain financial and other covenants that restrict our ability to, among other things, make capital expenditures, incur indebtedness, incur liens, dispose of property, repay debt, pay dividends, repurchase shares and make certain acquisitions. Our financial covenants include: (i) minimum consolidated interest coverage; (ii) maximum total leverage; and (iii) maximum senior secured leverage. The covenants and restrictions limit the manner in which we conduct our operations and could adversely affect our ability to raise additional capital. As of June 30, 2007, we are in compliance with the financial covenants, as amended, and we expect to continue to be in compliance 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 per month until July 1, 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 note as of June 30, 2007 approximates $8.0 million, and will accrete at 7.8% over the term of the note. The note is secured by the transfer station operation acquired from WCA.

Senior Subordinated Notes

On April 30, 2004, we completed a private offering of 91/2% Senior Subordinated Notes (“Subordinated Notes”) due 2014 for gross proceeds of $160.0 million. The Subordinated Notes mature on April 15, 2014. Interest on the Subordinated Notes is payable semiannually on October 15 and April 15. The Subordinated Notes are redeemable, in whole or in part, at our option, on or after April 15, 2009, at a redemption price of 104.75% of the principal amount, declining ratably in annual increments to par on or after April 15, 2012, together with accrued interest to the redemption date. Upon a change of control, as such term is defined in the Indenture, we are required to offer to repurchase all the Subordinated Notes at 101.0% of the principal amount, together with accrued interest and liquidated damages, if any, and obtain the consent of our senior lenders to such payment or repay indebtedness under our Credit Facilities.

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

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

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


12.	Cumulative Mandatorily Redeemable Preferred Stock

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

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


13.	Commitments and Contingencies

Environmental Risks

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

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

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Legal Proceedings

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

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

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

Surety Bonds, Letters of Credit and Insurance

Municipal solid waste service contracts and permits and licenses to operate transfer stations, landfills and recycling facilities may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance. As of June 30, 2007 and December 31, 2006, we had provided customers, our insurers and various regulatory authorities with such bonds and letters of credit amounting to approximately $88.4 million and $74.6 million, respectively, to collateralize our obligations.

Our domestic based automobile, general liability and workers’ compensation insurance coverage is subject to certain deductible limits. We retain up to $0.5 million and $0.25 million of risk per claim, plus claims handling expense under our workers’ compensation and our auto and general liability insurance programs, respectively. Claims in excess of such deductible levels are fully insured subject to our policy limits. However, we have a limited claims history for our U.S. operations and it is reasonably possible that recorded reserves may not be adequate to cover future payments of claims. Adjustments, if any, to our reserves will be reflected in the period in which the adjustments are known. As of June 30, 2007, and included in the $88.4 million of bonds and letters of credit previously discussed, we have posted a letter of credit with our U.S. insurer of approximately $9.8 million to secure the liability for losses within the deductible limit.

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

The changes in insurance reserves for our U.S. operations for the six months ended June 30, 2007 and 2006 are as follows (unaudited):


	Six Months Ended June 30,
	2007			2006

Balance at the beginning of the period	$	5,327		$	4,356
Provisions		2,214			2,575
Payments		(2,250	)		(1,317	)
Unfavorable (favorable) claim development for prior periods		62			(315	)

Balance at the end of the period	$	5,353		$	5,299

Disposal Agreement

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

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

Other Contractual Arrangements

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


14.	Authorized Capital Stock and Migration Transaction

Total Shares

As of June 30, 2007, we were authorized to issue a total of 171,666,666 shares of capital stock consisting of:


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

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)


	•	5,000,000 shares of preferred stock, par value 0.01 per share, of which 45,000 shares have been designated as Series A Preferred Stock and one share has been designated as Special Voting Preferred Stock.

Preferred Stock

The Series A Preferred Stock, with a par value of $0.01 per share and a liquidation preference of $1,000.00 per share, have the powers, preferences and other special rights and the qualifications, limitations and restrictions that are set forth in the Certificate of Designations of Series A Preferred Stock as amended. As of June 30, 2007 and December 31, 2006, no shares of Series A Preferred Stock were outstanding. The Special Voting Preferred Stock has the rights, preference, and limitations set forth in the Amended Certificate of Designation of Special Voting Preferred Stock. One share of Special Voting Preferred Stock is presently outstanding.

Migration Transaction

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

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

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

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

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

15. Comprehensive Income (Loss)

Comprehensive income (loss) includes the effects of foreign currency translation. Comprehensive income (loss) for the three and six months ended June 30, 2007 and 2006 is as follows (unaudited):


	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006

Net loss	$	(14,405	)	$	(11,074	)	$	(18,078	)	$	(29,839	)
Foreign currency translation adjustment		14,505			8,136			16,103			7,401

Comprehensive income (loss)	$	100		$	(2,938	)	$	(1,975	)	$	(22,438	)


16.	Segment Information

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

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

Summarized financial information concerning our reportable segments for the three and six months ended June 30, 2007 and 2006 is as follows (unaudited):


	Three Months Ended June 30, 2007
	Florida		Canada		Corporate			Total

Revenue	$	70,381	$	55,858	$	—		$	126,239
Depreciation, depletion and amortization		10,137		4,652		333			15,122
Income (loss) from continuing operations		8,731		10,418		(6,038	)		13,111
Capital expenditures		12,204		3,628		324			16,156


	Three Months Ended June 30, 2006
	Florida		Canada		Corporate			Total

Revenue	$	52,637	$	47,843	$	—		$	100,480
Depreciation, depletion and amortization		5,581		3,792		373			9,746
Income (loss) from continuing operations		7,284		7,755		(10,114	)		4,925
Capital expenditures		2,918		9,655		292			12,865

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Six Months Ended June 30, 2007

Florida Canada Corporate Total

Revenue
$ 126,893 $ 100,660 $ — $ 227,553

Depreciation, depletion and amortization
18,124 8,315 652 27,091

Income (loss) from continuing operations
16,951 16,709 (12,635 ) 21,025

Capital expenditures
16,047 7,272 848 24,167


	Six Months Ended June 30, 2006
	Florida		Canada		Corporate			Total

Revenue	$	101,030	$	86,934	$	—		$	187,964
Depreciation, depletion and amortization		10,855		7,480		757			19,092
Income (loss) from continuing operations		12,788		12,379		(24,414	)		753
Capital expenditures		10,260		13,178		814			24,252


17.	Condensed Consolidating Financial Statements

Waste Services is the primary obligor under the Subordinated Notes, however Waste Services has no independent assets or operations, and the guarantees of our domestic restricted subsidiaries are full and unconditional and joint and several with respect to the Subordinated Notes, including principal, interest, premium, if any, and liquidated damages, if any. Presented below are our Unaudited Condensed Consolidating Balance Sheets as of June 30, 2007 and December 31, 2006 and the related Unaudited Condensed Consolidating Statements of Operations and Condensed Consolidating Statements of Cash Flows for the three and six months ended June 30, 2007 and 2006 of our guarantor subsidiaries, our U.S. operating segments

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

(“Guarantors”), and the subsidiaries which are not guarantors, our Canadian operating segments (“Non-guarantors”):


	June 30, 2007
			Non-
	Guarantors		Guarantors		Eliminations			Consolidated

ASSETS
Current assets:
Cash and cash equivalents	$	7,516	$	8,529	$	—		$	16,045
Accounts receivable, net		33,250		33,545		—			66,795
Prepaid expenses and other current assets		3,203		6,147		—			9,350

Total current assets		43,969		48,221		—			92,190
Property and equipment, net		108,538		74,784		—			183,322
Landfill sites, net		180,274		15,801		—			196,075
Goodwill and other intangible assets, net		325,207		96,773		—			421,980
Other assets		18,420		—		—			18,420
Due from affiliates		—		637		(637	)		—
Investment in subsidiary		190,017		—		(190,017	)		—

Total assets	$	866,425	$	236,216	$	(190,654	)	$	911,987

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	14,606	$	10,922	$	—		$	25,528
Accrued expenses and other current liabilities		41,534		19,747		—			61,281
Short-term financing and current portion of long-term debt		1,069		—		—			1,069
Current liabilities of discontinued operations		—		—		—			—

Total current liabilities		57,209		30,669		—			87,878
Long-term debt		443,908		—		—			443,908
Accrued closure, post-closure and other obligations		26,311		15,530		—			41,841
Due to affiliates		637		—		(637	)		—

Total liabilities		528,065		46,199		(637	)		573,627

Shareholders’ equity:
Common stock of Waste Services, Inc		438		—		—			438
Other equity		337,922		190,017		(190,017	)		337,922

Total shareholders’ equity		338,360		190,017		(190,017	)		338,360

Total liabilities and shareholders’ equity	$	866,425	$	236,216	$	(190,654	)	$	911,987

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

December 31, 2006

Non-

Guarantors Guarantors Eliminations Consolidated

ASSETS

Current assets:

Cash and cash equivalents
$ 2,753 $ 5,779 $ — $ 8,532

Accounts receivable, net
24,144 27,660 — 51,804

Prepaid expenses and other current assets
2,862 3,362 — 6,224

Current assets of discontinued operations
4,559 — — 4,559

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

Property and equipment, net
71,472 69,201 — 140,673

Landfill sites, net
182,050 13,831 — 195,881

Goodwill and other intangible assets, net
262,056 87,979 — 350,035

Other assets
10,667 — — 10,667

Due from affiliates
— 344 (344 ) —

Investment in subsidiary
167,448 — (167,448 ) —

Non-current assets of discontinued operations
96,688 — — 96,688

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

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable
$ 12,600 $ 11,433 $ — $ 24,033

Accrued expenses and other current liabilities
38,103 15,463 — 53,566

Short-term financing and current
— — — —

portion of long-term debt
3,975 — — 3,975

Current liabilities of discontinued operations
4,784 — — 4,784

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

Long-term debt
406,113 — — 406,113

Accrued closure, post-closure and other obligations
18,813 13,812 — 32,625

Due to affiliates
344 — (344 ) —

Non-current liabilities of discontinued operations
610 — — 610

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

Shareholders’ equity:

Common stock of Waste Services, Inc
438 — — 438

Other equity
338,919 167,448 (167,448 ) 338,919

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

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

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Three Months Ended June 30,2007

Non-

Guarantors Guarantors Eliminations Consolidated

Revenue
$ 70,381 $ 55,858 $ — $ 126,239

Operating and other expenses:

Cost of operations (exclusive of depreciation, depletion and amortization)
46,479 36,598 — 83,077

Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)
8,465 6,629 — 15,094

Depreciation, depletion and amortization
10,154 4,968 — 15,122

Foreign exchange gain and other
(121 ) (44 ) — (165 )

Equity earnings in investees
(4,909 ) — 4,909 —

Income from continuing operations
10,313 7,707 (4,909 ) 13,111

Interest expense
10,747 83 — 10,830

Income (loss) from continuing operations before income taxes
(434 ) 7,624 (4,909 ) 2,281

Income tax provision
1,692 2,715 — 4,407

Net income (loss) from continuing operations
(2,126 ) 4,909 (4,909 ) (2,126 )

Net loss from discontinued operations
(87 ) — — (87 )

Loss on sale of discontinued operations
(12,192 ) — — (12,192 )

Net income (loss)
$ (14,405 ) $ 4,909 $ (4,909 ) $ (14,405 )


	Three Months Ended June 30, 2006
				Non-
	Guarantors			Guarantors		Eliminations			Consolidated

Revenue	$	52,637		$	47,843	$	—		$	100,480
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		36,580			32,766		—			69,346
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		8,487			5,729		—			14,216
Depreciation, depletion and amortization		5,592			4,154		—			9,746
Foreign exchange loss and other		85			2,162		—			2,247
Equity earnings in investees		(1,017	)		—		1,017			—

Income from continuing operations		2,910			3,032		(1,017	)		4,925
Interest expense		7,704			121		—			7,825
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		4,841			—		—			4,841

Income (loss) from continuing operations before income taxes		(9,635	)		2,911		(1,017	)		(7,741	)
Income tax provision		1,474			1,894		—			3,368

Net income (loss) from continuing operations		(11,109	)		1,017		(1,017	)		(11,109	)
Net income from discontinued operations		35			—		—			35

Net income (loss)	$	(11,074	)	$	1,017	$	(1,017	)	$	(11,074	)

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Six Months Ended June 30, 2007

Non-

Guarantors Guarantors Eliminations Consolidated

Revenue
$ 126,893 $ 100,660 $ — $ 227,553

Operating and other expenses:

Cost of operations (exclusive of depreciation, depletion and amortization)
82,703 67,429 — 150,132

Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)
16,961 12,931 — 29,892

Depreciation, depletion and amortization
18,155 8,936 — 27,091

Foreign exchange gain and other
(332 ) (255 ) — (587 )

Equity earnings in investees
(7,125 ) — 7,125 —

Income from continuing operations
16,531 11,619 (7,125 ) 21,025

Interest expense
20,437 138 — 20,575

Income (loss) from continuing operations before income taxes
(3,906 ) 11,481 (7,125 ) 450

Income tax provision
1,788 4,356 — 6,144

Net income (loss) from continuing operations
(5,694 ) 7,125 (7,125 ) (5,694 )

Net loss from discontinued operations
(1,130 ) — — (1,130 )

Loss on sale of discontinued operations
(11,254 ) — — (11,254 )

Net income (loss)
$ (18,078 ) $ 7,125 $ (7,125 ) $ (18,078 )


	Six Months Ended June 30, 2006
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated

Revenue	$	101,030		$	86,934		$	—		$	187,964
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		71,071			59,990			—			131,061
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		17,529			11,801			—			29,330
Deferred acquisition costs		439			5,173			—			5,612
Depreciation, depletion and amortization		10,875			8,217			—			19,092
Foreign exchange loss and other		90			2,026			—			2,116
Equity earnings in investees		1,991			—			(1,991	)		—

Income (loss) from continuing operations		(965	)		(273	)		1,991			753
Interest expense		14,663			217			—			14,880
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs		10,537			—			—			10,537

Loss from continuing operations before income taxes		(26,165	)		(490	)		1,991			(24,664	)
Income tax provision		2,839			1,501			—			4,340

Net loss from continuing operations		(29,004	)		(1,991	)		1,991			(29,004	)
Net loss from discontinued operations		(835	)		—			—			(835	)

Net loss	$	(29,839	)	$	(1,991	)	$	1,991		$	(29,839	)

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Six Months Ended June 30, 2007

Non-

Guarantors Guarantors Eliminations Consolidated

Net cash provided by operating activities
$ 9,565 $ 15,249 $ — $ 24,814

Cash flows from investing activities:

Cash used in business combinations and significant asset acquisitions, net of cash acquired
(30,491 ) (1,397 ) — (31,888 )

Capital expenditures
(16,151 ) (8,016 ) — (24,167 )

Proceeds from asset sales and business divestitures
16,050 41 — 16,091

Deposits for business acquisitions and other
(7,973 ) (1,555 ) — (9,528 )

Intercompany
— (2,312 ) 2,312 —

Net cash used in continuing operations
(38,565 ) (13,239 ) 2,312 (49,492 )

Net cash used in discontinued operations
(2,187 ) — — (2,187 )

Net cash used in investing activities
(40,752 ) (13,239 ) 2,312 (51,679 )

Cash flows from financing activities:

Proceeds from issuance of debt and draws on revolving credit facility
84,014 — — 84,014

Principal repayments of debt and capital lease obligations
(49,190 ) — — (49,190 )

Proceeds from the exercise of options and warrants
5 — — 5

Fees paid for financing transactions
(1,191 ) — — (1,191 )

Intercompany
2,312 — (2,312 ) —

Net cash provided by financing activities — continuing operations
35,950 — (2,312 ) 33,638

Effect of exchange rate changes on cash and cash equivalents
— 740 — 740

Increase in cash and cash equivalents
4,763 2,750 — 7,513

Cash and cash equivalents at the beginning of the period
2,753 5,779 — 8,532

Cash and cash equivalents at the end of the period
$ 7,516 $ 8,529 $ — $ 16,045

WASTE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

Six Months Ended June 30, 2006

Non-

Guarantors Guarantors Eliminations Consolidated

Net cash provided by operating activities
$ 2,451 $ 15,020 $ — $ 17,471

Cash flows from investing activities:

Cash used in business combinations and significant asset acquisitions, net of cash acquired
(26,415 ) (2,528 ) — (28,943 )

Capital expenditures
(10,470 ) (13,782 ) — (24,252 )

Proceeds from asset sales and business divestitures
4,183 347 — 4,530

Share reimbursement agreement
(929 ) — — (929 )

Intercompany
— (2,955 ) 2,955 —

Net cash used in continuing operations
(33,631 ) (18,918 ) 2,955 (49,594 )

Net cash used in discontinued operations
(3,370 ) — — (3,370 )

Net cash used in investing activities
(37,001 ) (18,918 ) 2,955 (52,964 )

Cash flows from financing activities:

Proceeds from issuance of debt and draw on revolving credit facility
34,000 2,197 — 36,197

Principal repayments of debt and capital lease obligations
(4,376 ) (2,662 ) — (7,038 )

Proceeds from the exercise of options and warrants
86 — — 86

Fees paid for financing transactions
(138 ) — — (138 )

Intercompany
2,955 — (2,955 ) —

Net cash provided by (used in) financing activities — continuing operations
32,527 (465 ) (2,955 ) 29,107

Effect of exchange rate changes on cash and cash equivalents
— 240 — 240

Decrease in cash and cash equivalents
(2,023 ) (4,123 ) — (6,146 )

Cash and cash equivalents at the beginning of the period
3,680 5,206 — 8,886

Cash and cash equivalents at the end of the period
$ 1,657 $ 1,083 $ — $ 2,740


Item 2.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and Notes thereto included elsewhere herein as well as our annual report on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission, including the factors set forth in the section titled “Disclosure Regarding Forward-Looking Statements” and factors affecting future results as well as our other filings made with the Securities and Exchange Commission.

Overview

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

Sources of Revenue

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

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

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

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

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

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

Expense Structure

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

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

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

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

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

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

Recent Developments

In March 2007, we completed transactions to acquire Allied Waste Industries, Inc’s. (“Allied Waste”) South Florida operations and to sell our Arizona operations to Allied Waste. The South Florida operations consist of a collection company, a transfer station and a materials recovery facility, all providing service to Miami-Dade County. The total purchase price of Allied Waste’s South Florida operations was $68.4 million.

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 expect to internalize this

additional volume to our southwest Florida landfill site. The estimated fair value of the WCA assets approximated $18.5 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 per month until July 1, 2014. The net present value of the note as of June 30, 2007 approximates $8.0 million.

We have presented the net assets and operations of our Arizona and Texas operations as discontinued operations for all periods presented. Revenue from discontinued operations was $2.7 million and $8.6 million for the three months ended June 30, 2007 and 2006, respectively and $10.3 million and $16.7 million for the six months ended June 30, 2007 and 2006, respectively. Pre-tax net loss from discontinued operations was $0.1 million and nil for the three months ended June 30, 2007 and 2006, respectively and $1.1 million and $0.8 million for the six months ended June 30, 2007 and 2006, respectively. No income tax benefit or provision has been attributed to discontinued operations for each period presented. The increase in pre-tax net loss from discontinued operations is primarily attributable to additional provisions for severance and contract termination penalties. In March 2007, we recognized a gain on disposal of $0.9 million for the Arizona operations and in June 2007, we recognized a loss on disposal of $12.2 million for the Texas operations.

In April 2007, we completed the acquisition of a roll-off collection and transfer operation (for $13.2 million), a transfer station development project and a landfill development project in southwest Florida 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 $19.5 million is due and payable at the earlier of the receipt of all operating permits for the landfill site, or July 29, 2008, and delivery of title to the property. During the six months ended June 30, 2007 we advanced $8.5 million towards the purchase of the landfill development project. The existing transfer station is permitted to accept construction and demolition waste volume, and we expect to internalize this additional volume to our southwest Florida landfill site acquired in December 2006. Also in April 2007, we acquired a “tuck-in” hauling operation in Ontario, Canada for cash consideration of approximately C$1.5 million.

Results of Operations for the Three and Six Months Ended June 30, 2007 and 2006

A portion of our operations is domiciled in Canada; as such, for each reporting period we translate the results of operations and financial condition of our Canadian operations into U.S. dollars, in accordance with SFAS No. 52, “Foreign Currency Translation”, (“SFAS 52”). Therefore, the reported results of our operations and financial condition are subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the Canadian dollar strengthens against the U.S. dollar, revenue is favorably affected and conversely expenses are unfavorably affected. Assets and liabilities of Canadian operations are translated from Canadian dollars into U.S. dollars at the exchange rates in effect at the relevant balance sheet dates, and revenue and expenses of Canadian operations are translated from Canadian dollars into U.S. dollars at the average exchange rates prevailing during the period. Unrealized gains and losses on translation of the Canadian operations into U.S. dollars are reported as a separate component of shareholders’ equity and are included in comprehensive income 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 six months ended June 30, 2007 and 2006 are as follows (in thousands):


	Three Months Ended June 30, 2007
	US					Canada					Total

Revenue	$	70,381		100.0	%	$	55,858		100.0	%	$	126,239		100.0	%
Operating expenses:
Cost of operations		46,479		66.0	%		36,598		65.5	%		83,077		65.8	%
Selling, general and administrative expense		8,465		12.0	%		6,629		11.9	%		15,094		12.0	%
Depreciation, depletion and amortization		10,154		14.4	%		4,968		8.9	%		15,122		12.0	%
Foreign exchange gain and other		(121	)	-0.1	%		(44	)	-0.1	%		(165	)	-0.2	%

Income from operations	$	5,404		7.7	%	$	7,707		13.8	%	$	13,111		10.4	%


	Three Months Ended June 30, 2006
	US				Canada				Total

Revenue	$	52,637	100.0	%	$	47,843	100.0	%	$	100,480	100.0	%
Operating expenses:
Cost of operations		36,580	69.5	%		32,766	68.5	%		69,346	69.0	%
Selling, general and administrative expense		8,487	16.1	%		5,729	12.0	%		14,216	14.1	%
Depreciation, depletion and amortization		5,592	10.6	%		4,154	8.7	%		9,746	9.7	%
Foreign exchange loss and other		85	0.2	%		2,162	4.5	%		2,247	2.3	%

Income from operations	$	1,893	3.6	%	$	3,032	6.3	%	$	4,925	4.9	%


	Six Months Ended June 30, 2007
	US					Canada					Total

Revenue	$	126,893		100.0	%	$	100,660		100.0	%	$	227,553		100.0	%
Operating expenses:
Cost of operations		82,703		65.2	%		67,429		67.0	%		150,132		66.0	%
Selling, general and administrative expense		16,961		13.4	%		12,931		12.8	%		29,892		13.1	%
Depreciation, depletion and amortization		18,155		14.3	%		8,936		8.9	%		27,091		11.9	%
Foreign exchange gain and other		(332	)	-0.3	%		(255	)	-0.2	%		(587	)	-0.2	%

Income from operations	$	9,406		7.4	%	$	11,619		11.5	%	$	21,025		9.2	%


	Six Months Ended June 30, 2006
	US				Canada					Total

Revenue	$	101,030	100.0	%	$	86,934		100.0	%	$	187,964	100.0	%
Operating expenses:
Cost of operations		71,071	70.3	%		59,990		69.0	%		131,061	69.7	%
Selling, general and administrative expense		17,529	17.4	%		11,801		13.6	%		29,330	15.6	%
Deferred acquisition costs		439	0.4	%		5,173		6.0	%		5,612	3.0	%
Depreciation, depletion and amortization		10,875	10.9	%		8,217		9.4	%		19,092	10.2	%
Foreign exchange loss and other		90	0.0	%		2,026		2.3	%		2,116	1.1	%

Income (loss) from operations	$	1,026	1.0	%	$	(273	)	-0.3	%	$	753	0.4	%

Revenue

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


	Three Months Ended June 30,										Six Months Ended June 30,
	2007					2006					2007					2006

Collection	$	103,435		74.1	%	$	83,072		76.2	%	$	184,103		73.0	%	$	156,603		77.6	%
Landfill disposal		15,072		10.8	%		11,905		10.9	%		29,501		11.7	%		22,417		11.1	%
Transfer station		15,480		11.1	%		10,852		10.0	%		29,267		11.6	%		17,267		8.6	%
Material recovery facilities		5,177		3.7	%		2,845		2.6	%		8,740		3.5	%		5,098		2.5	%
Other specialized services		368		0.3	%		290		0.3	%		508		0.2	%		441		0.2	%

		139,532		100.0	%		108,964		100.0	%		252,119		100.0	%		201,826		100.0	%
Intercompany elimination		(13,293	)				(8,484	)				(24,566	)				(13,862	)

	$	126,239				$	100,480				$	227,553				$	187,964


					Total
Three Months Ended June 30,	Florida		Canada		Revenue

2007	$	70,381	$	55,858	$	126,239
2006		52,637		47,843		100,480


					Total
Six Months Ended June 30,	Florida		Canada		Revenue

2007	$	126,893	$	100,660	$	227,553
2006		101,030		86,934		187,964

Revenue was $126.2 million and $100.5 million for the three months ended June 30, 2007 and 2006, respectively, an increase of $25.7 million or 25.6%. The increase in revenue from our Florida operations for the three months ended June 30, 2007 of $17.7 million or 33.7% was driven by acquisitions net of dispositions of $20.9 million and price increases of $2.3 million. Offsetting these increases were decreased collection, primarily in our industrial line of business, transfer station and third party landfill volumes of $3.2 million and other net decreases of $2.3 million, primarily related to the expiration or assignment of certain lower margin residential collection contracts.

The increase in revenue from our Canadian operations for the three months ended June 30, 2007 of $8.0 million or 16.8% was due to price increases of $2.5 million and increased collection, transfer station and third party landfill volumes of $3.6 million. The growth in Canadian landfill volumes for the quarter was primarily due to timing of special waste projects. Additionally, net gains on contract awards increased revenue $1.0 million and the favorable effect of foreign exchange movements increased revenue $0.9 million.

Revenue was $227.6 million and $188.0 million for the six months ended June 30, 2007 and 2006, respectively, an increase of $39.6 million or 21.1%. The increase in revenue from our Florida operations for the six months ended June 30, 2007 of $25.9 million or 25.6% was driven by price increases of $4.6 million, of which $0.2 million related to fuel surcharges, and acquisitions net of dispositions of $29.3 million. Offsetting these increases were decreased collection, primarily in our industrial line of business, transfer station and third party landfill volumes of $5.3 million and other net decreases of $2.7 million, primarily related to the expiration or assignment of certain lower margin residential collection contracts.

The increase in revenue from our Canadian operations for the six months ended June 30, 2007 of $13.7 million or 15.8% was due to price increases of $5.9 million, of which $0.7 million related to fuel surcharges, increased collection, transfer station and third party landfill volumes of $5.6 million and net gains on contract awards of $2.0 million. The favorable effect of foreign exchange movements increased revenue $0.2 million.

Cost of Operations

Cost of operations was $83.1 million and $69.3 million for the three months ended June 30, 2007 and 2006, respectively, an increase of $13.8 million or 19.8%. As a percentage of revenue, cost of operations was 65.8% and 69.0% for three months ended June 30, 2007 and 2006, respectively.

The increase in cost of operations from our Florida operations for the three months ended June 30, 2007 of $9.9 million or 27.1% was due to acquisitions net of dispositions of $14.6 million. Offsetting this increase was lower costs for third party disposal due to increased internalization coupled with overall lower collection volumes of $2.5 million, lower labor costs, primarily due to our exiting certain lower margin residential collection contracts of $0.8 million and decreases in other operating costs of $1.4 million. As a percentage of revenue, cost of operations was 66.0% and 69.5% for the three months ended June 30, 2007 and 2006, respectively. The improvement in our domestic gross margin is primarily due to increased internalization and the expiration of certain lower margin residential collection contracts.

The increase in cost of operations from our Canadian operations for the three months ended June 30, 2007 of $3.8 million or 11.7% was due to increased labor costs of $1.5 million, increased disposal primarily due to increased volumes of $0.9 million and increased equipment and other operating costs of $0.6 million. The unfavorable effect of foreign exchange movements was $0.8 million. Cost of operations as a percentage of revenue decreased to 65.5% from 68.5% for the three months ended June 30, 2007 and 2006, respectively primarily due to increased landfill volumes.

Cost of operations was $150.1 million and $131.1 million for the six months ended June 30, 2007 and 2006, respectively, an increase of $19.0 million or 14.6%. As a percentage of revenue, cost of operations was 66.0% and 69.7% for six months ended June 30, 2007 and 2006, respectively.

The increase in cost of operations from our Florida operations for the six months ended June 30, 2007 of $11.6 million or 16.4% was due to acquisitions net of dispositions of $21.1 million. Offsetting this increase was lower costs for third party disposal due to increased internalization of $5.3 million, lower labor costs, primarily due to our exiting certain lower margin residential collection contracts of $2.0 million and decreases in other operating costs of $2.2 million. As a percentage of revenue, cost of operations was 65.2% and 70.3% for the six months ended June 30, 2007 and 2006, respectively. The improvement in our domestic gross margin is primarily due to increased internalization and the expiration of certain lower margin residential collection contracts.

The increase in cost of operations from our Canadian operations for the six months ended June 30, 2007 of $7.4 million or 12.4% was due to increased labor costs of $3.7 million, increased disposal volumes and rates of $1.6 million, increased fuel costs of $0.6 million and increased equipment, insurance and other operating costs of $1.4 million. The unfavorable effect of foreign exchange movements was $0.1 million. Cost of operations as a percentage of revenue decreased to 67.0% from 69.0% for the six months ended June 30, 2007 and 2006, respectively primarily due to increased landfill volumes.

Selling, General and Administrative Expense

Selling, general and administrative expense was $15.1 million and $14.2 million for the three months ended June 30, 2007 and 2006, respectively, an increase of $0.9 million or 6.2%. As a percentage of revenue, selling, general and administrative expense was 12.0% and 14.1% for the three months ended June 30, 2007 and 2006, respectively. The overall increase in selling, general and administrative expense is primarily due to acquisitions net of dispositions of $1.6 million and labor and other overhead of $0.5 million, offset by a decrease in legal fees of $1.3 million. The unfavorable effect of foreign exchange movements was $0.1 million.

Selling, general and administrative expense was $29.9 million and $29.3 million for the six months ended June 30, 2007 and 2006, respectively, an increase of $0.6 million or 1.9%. As a percentage of revenue, selling, general and administrative expense was 13.1% and 15.6% for the six months ended June 30, 2007 and 2006, respectively. The overall increase in selling, general and administrative expense is due to acquisitions net of dispositions of $2.2 million offset by lower stock-based compensation and severance of $1.1 million coupled

with a decrease in legal and professional fees and other decreases of $0.5 million. The unfavorable effect of foreign exchange movements was insignificant.

Deferred Acquisition Costs

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

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization was $15.1 million and $9.7 million for the three months ended June 30, 2007 and 2006, respectively, an increase of $5.4 million or 55.2%. As a percentage of revenue, depreciation, depletion and amortization was 12.0% and 9.7% for the three months ended June 30, 2007 and 2006, respectively. The overall increase in depreciation, depletion and amortization is primarily attributable to increased landfill depletion of $0.9 million, which is primarily due to increased disposal volumes resulting from increased internalization at our domestic landfills, acquisitions net of dispositions of $2.1 million and an increase in our truck fleet depreciation. Amortization of intangible assets increased $1.9 million. Foreign exchange rate movements had an unfavorable effect of $0.1 million. Landfill depletion rates for our U.S. landfills ranged from $3.55 to $7.81 per ton and $4.00 to $7.68 per ton during the three months ended June 30, 2007 and 2006, respectively. Landfill depletion rates for our Canadian landfills ranged from C$3.12 to C$9.25 per tonne and C$2.70 to C$11.82 per tonne during the three months ended June 30, 2007 and 2006, respectively.

Depreciation, depletion and amortization was $27.1 million and $19.1 million for the six months ended June 30, 2007 and 2006, respectively, an increase of $8.0 million or 41.9%. As a percentage of revenue, depreciation, depletion and amortization was 11.9% and 10.2% for the six months ended June 30, 2007 and 2006, respectively. The overall increase in depreciation, depletion and amortization is primarily attributable to increased landfill depletion of $1.4 million, which is primarily due to increased disposal volumes resulting from increased internalization at our domestic landfills, acquisitions net of dispositions of $3.7 million and an increase in our truck fleet depreciation. Amortization of intangible assets acquired increased $2.0 million. Foreign exchange rate movements were insignificant. Landfill depletion rates for our U.S. landfills ranged from $3.55 to $7.81 per ton and $4.00 to $7.68 per ton during the three months ended June 30, 2007 and 2006, respectively. Landfill depletion rates for our Canadian landfills ranged from C$3.12 to C$9.25 per tonne and C$2.70 to C$11.82 per tonne during the six months ended June 30, 2007 and 2006, respectively.

Foreign Exchange Gain and Other

Foreign exchange gain (loss) and other was $0.2 million and $(2.2) million for the three months ended June 30, 2007 and 2006, respectively. The foreign exchange gain (loss) relates to the re-measuring of U.S. dollar denominated monetary accounts into Canadian dollars. The decrease in loss is primarily due to the prior year increase in a U.S. monetary note receivable due from the U.S. parent to the WSI (CA) subsidiary. Other items primarily relate to gains on sales of equipment.

Foreign exchange gain (loss) and other was $0.6 million and $(2.1) million for the six months ended June 30, 2007 and 2006, respectively. The foreign exchange gain relates to the re-measuring of U.S. dollar denominated monetary accounts into Canadian dollars. The decrease in loss is primarily due to the prior year increase in a U.S. monetary note receivable due from Waste Services to its Canadian subsidiary. Other items primarily relate to gains on sales of equipment.

Interest Expense

The components of interest expense, including cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs, for the three and six months ended June 30, 2007 and 2006 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006

Credit Facility and Senior Subordinated Note interest	$	9,589	$	6,953	$	18,524	$	13,119
Amortization of debt issue costs		831		388		1,315		776
Preferred Stock dividends and amortization of issue costs		—		4,841		—		10,537
Other interest expense		410		484		736		985

	$	10,830	$	12,666	$	20,575	$	25,417

Interest expense was $10.8 million and $12.7 million for the three months ended June 30, 2007 and 2006, respectively, a decrease of $1.9 million or 14.5%. Interest expense on the Credit Facility and the Senior Subordinated Notes increased $2.6 million for the three months ended June 30, 2007 due primarily to higher overall balances outstanding offset by lower average rates. Additionally in June 2007, we made an optional prepayment of $20.0 million of our term notes under the Credit Facility. As such we expensed $0.3 million of unamortized debt issue costs relating to the retirement. The weighted average interest rate on Credit Facility borrowings was 8.1% and 8.4% for the three months ended June 30, 2007 and 2006, respectively. In December 2006, we redeemed the outstanding shares of Preferred Stock through the proceeds of a private placement of our common stock. Interest expense was $20.6 million and $25.4 million for the six months ended June 30, 2007 and 2006, respectively, a decrease of $4.8 million or 19.1%. Interest expense on the Credit Facility and the Senior Subordinated Notes increased $5.4 million for the six months ended June 30, 2007 due primarily to higher overall balances outstanding. The weighted average interest rate on Credit Facility borrowings was 8.2% and 8.1% for the six months ended June 30, 2007 and 2006, respectively.

Income Tax Provision

The provision for income taxes from continuing operations was $4.4 million and $3.4 million for the three months ended June 30, 2007 and 2006, respectively and $6.1 million and $4.3 million for the six months ended June 30, 2007 and 2006, respectively. The provision during the first quarter of 2007 was lower than would be expected as the sale of our Arizona operations generated a reversal of excess deferred tax liabilities of approximately $1.8 million. Due to the lack of taxable income relative to our U.S. operations, we have provided a valuation allowance for our net operating loss carry-forwards generated in the U.S. as well as deferred tax liabilities generated by our deductible goodwill. Additionally, we recognize a provision for foreign taxes on our Canadian income.

Liquidity and Capital Resources

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

Senior Secured Credit Facilities

commitments terminate on April 30, 2009 and the term loans mature in specified quarterly installments through March 31, 2011. The Credit Facilities bear interest based upon a spread over base rate or Eurodollar loans, as defined, at our option. The Credit Facilities are secured by substantially all of the assets of our U.S. restricted subsidiaries. Our Canadian operations guarantee and pledge all of their assets only in support of the portion of the revolving credit facility available to them. Separately, 65% of the common shares of Waste Services’ first tier foreign subsidiaries, including Waste Services (CA), are pledged to secure obligations under the Credit Facilities. As of June 30, 2007, there were no amounts outstanding on the revolving credit facility, while $13.2 million and $12.2 million of capacity was used to support outstanding letters of credit in the U.S. and Canada, respectively. As of July 24, 2007, there were no amounts outstanding on the revolving credit facility, while $25.4 million of revolver capacity was used to support outstanding letters of credit.

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 per month until July 1, 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 note as of June 30, 2007 approximates $8.0 million, and will accrete interest at 7.8% over the term of the note. The note is secured by the transfer station operation 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 Subordinated Notes, including principal, interest, premium, if any, and liquidated damages, if any, are fully and unconditionally guaranteed on an unsecured, senior subordinated basis by all of our existing and future domestic restricted subsidiaries. Our Canadian operations are not guarantors under the Subordinated Notes.

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

Migration Transaction

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

Surety Bonds, Letters of Credit and Insurance

Municipal solid waste services contracts and permits and licenses to operate transfer stations, landfills and recycling facilities may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance. As of June 30, 2007, we had provided customers, our insurers and various regulatory authorities with such bonds and letters of credit amounting to approximately $88.4 million to collateralize our obligations. The majority of these obligations are renewed on an annual basis.

Our U.S.-based automobile, general liability and workers’ compensation insurance coverage is subject to certain deductible limits. We retain up to $0.5 million and $0.25 million of risk per claim, plus claims handling expense under our workers’ compensation and our auto and general liability insurance programs, respectively. Claims in excess of such deductible levels are fully insured subject to our policy limits. However, we have a limited claims history for our U.S. operations and it is reasonably possible that recorded reserves may not be adequate to cover future payments of claims. Adjustments, if any, to our reserves will be reflected in the period in which the adjustments are known. As of June 30, 2007 and included in the $88.4 million of bonds and letters of credit discussed previously, we have posted a letter of credit with our U.S. insurer of approximately $9.8 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 six months ended June 30, 2007 and 2006.

Cash Flows from Operating Activities

Cash provided by operating activities of our continuing operations was $23.2 million and $14.8 million for the six months ended June 30, 2007 and 2006, respectively. The increase in cash provided by operating activities is primarily due to increased cash generated from our operations, which primarily relates to improved operating margins domestically and in Canada, offset by increased investment in working capital.

Cash Flows from Investing Activities

Cash used in investing activities of our continuing operations was $49.5 million and $49.6 million for the six months ended June 30, 2007 and 2006, respectively. The slight decrease in cash used in investing activities is primarily due to cash proceeds from the sale of our Texas operations of $15.7 million being re-invested in vehicles, equipment and construction projects at our landfill and transfer station sites and deposits for a future landfill development project. Company-wide capital expenditures from continuing operations were $24.2 million and $24.3 million for the six months ended June 30, 2007 and 2006, respectively.

Cash Flows from Financing Activities

Cash provided by financing activities of our continuing operations was $33.6 million and $29.1 million for the six months ended June 30, 2007 and 2006, respectively. For the six months ended June 30, 2007 the proceeds from the issuance of debt is primarily comprised of the issuance of $50.0 million of term notes under the Credit Facility, $26.0 million of draws on our revolving credit facility and the issuance of a $10.5 million secured note payable to WCA, with a net present value of approximately $8.0 million. For the six months ended June 30, 2007 the principal repayments are primarily comprised of $26.0 million of payments on our revolving credit facility, an optional prepayment of term notes under the Credit Facility of $20.0 million and $3.2 million of other scheduled principal payments.

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 Arizona 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 Consolidated Financial Statements. The companies within the RCI group are controlled by a director of ours and/or individuals related to that director. Details of these agreements are further described in our annual financial statements for the year ended December 31, 2006, as filed on Form 10-K.

Landfill Sites

The following table summarizes the changes in our operating landfill capacity at our continuing operations for the six months ended June 30, 2007 (in thousands of cubic yards):


	Balance,					Changes in			Balance,
	Beginning		Airspace			Engineering			End
	of Period		Consumed			Estimates			of Period

United States
Permitted capacity		54,992		(1,585	)		—			53,407
Probable expansion capacity		18,300		—			—			18,300

Total available airspace		73,292		(1,585	)		—			71,707

Number of sites		4		—			—			4
Canada
Permitted capacity		11,644		(389	)		—			11,255
Probable expansion capacity		4,970		—			(262	)		4,708

Total available airspace		16,614		(389	)		(262	)		15,963

Number of sites		3		—			—			3
Total
Permitted capacity		66,636		(1,974	)		—			64,662
Probable expansion capacity		23,270		—			(262	)		23,008

Total available airspace		89,906		(1,974	)		(262	)		87,670

Number of sites		7		—			—			7

Trend Information

Seasonality

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

New Accounting Pronouncements

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

Disclosure Regarding Forward-Looking Statements and Factors Affecting Future Results

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

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


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

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

	•	our ability to vertically integrate our operations;

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

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

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

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

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

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

	•	costs and risks associated with litigation;

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

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

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


Item 3.	*Quantitative and Qualitative Disclosures About Market Risk*

A portion of our operations are domiciled in Canada; as such, we translate the results of our operations and financial condition of our Canadian operations into U.S. dollars. Therefore, the reported results of our operations and financial condition are subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the Canadian dollar strengthens against the U.S. dollar our revenue is favorably affected and conversely our expenses are unfavorably affected. Assets and liabilities of

Canadian operations are translated from Canadian dollars into U.S. dollars at the exchange rates in effect at the relevant balance sheet date, and revenue and expenses of Canadian operations are translated from Canadian dollars into U.S. dollars at the average exchange rates prevailing during the period. Unrealized gains and losses on translation of the Canadian operations into U.S. dollars are reported as a separate component of shareholders’ equity and are included in comprehensive income or loss. Monetary assets and liabilities denominated in U.S. dollars held by our Canadian operation are re-measured from U.S. dollars into Canadian dollars and then translated into U.S. dollars. The effects of re-measurement are reported currently as a component of net income (loss). Currently, we do not hedge our exposure to changes in foreign exchange rates. For the six months ended June 30, 2007, we estimate that a 5.0% increase or decrease in the relationship of the Canadian dollar to the U.S. dollar would increase or decrease operating profit from our Canadian operations by approximately $0.6 million.

As of June 30, 2007, we were exposed to variable interest rates under our Credit Facilities, as amended. The interest rates payable on our revolving and term facilities are based on a spread over base rate or Eurodollar loans as defined. A 25 basis point increase in base interest rates would increase cash interest expense by approximately $0.3 million for the six months ended June 30, 2007.


Item 4.	*Controls and Procedures*

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported accurately within the time periods specified in the Securities and Exchange Commission’s rules and forms. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and 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 upon 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, 2006.


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

None


Item 3.	*Defaults upon Senior Securities*

None


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

Our annual shareholders meeting was held on June 12, 2007. The only matter coming before the meeting was the election of directors. The number of votes cast for and withheld for each nominee were as follows:


Nominee	Number of Votes For		Number of Votes Withheld

Gary W. DeGroote		43,254,353		304,504
David Sutherland-Yoest		43,287,125		271,732
George E. Matelich		43,202,524		356,333
Michael B. Lazar		43,280,872		277,985


Item 5.	*Other Information*

None


Item 6.	*Exhibits*


Exhibit 4.1		Supplemental Indenture, dated as of April 12, 2007, among U.S.A. Recycling Holdings L.L.C., U.S.A. Recycling L.L.C. and Freedom Recycling Holdings, the other guarantors and Wells Fargo Bank, National Association, as Trustee.

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


	Page

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006		2
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2007 and 2006		3
Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2007		4
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2007 and 2006		5
Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures About Market Risk		42
Item 4. Controls and Procedures		43
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		44
Item 4. Submission of Matters to a Vote of Security Holders		44
Item 5. Other Information		44
Item 6. Exhibits		44
Signatures		45


							Accumulated
	Waste Services, Inc.						Other					Total
	Common Stock				Additional		Comprehensive		Accumulated			Shareholders’
	Shares		Amount		Paid-in Capital		Income		Deficit			Equity

Balance, December 31, 2006		43,869	$	438	$	506,751	$	35,201	$	(203,033	)	$	339,357
Exercise of warrants		1		—		5		—		—			5
Stock-based compensation		—		—		973		—		—			973
Foreign currency translation adjustment		—		—		—		16,103		—			16,103
Net loss		—		—		—		—		(18,078	)		(18,078	)

Balance, June 30, 2007		43,870	$	438	$	507,729	$	51,304	$	(221,111	)	$	338,360


	December 31, 2006
			Non-
	Guarantors		Guarantors		Eliminations			Consolidated

ASSETS
Current assets:
Cash and cash equivalents	$	2,753	$	5,779	$	—		$	8,532
Accounts receivable, net		24,144		27,660		—			51,804
Prepaid expenses and other current assets		2,862		3,362		—			6,224
Current assets of discontinued operations		4,559		—		—			4,559

Total current assets		34,318		36,801		—			71,119
Property and equipment, net		71,472		69,201		—			140,673
Landfill sites, net		182,050		13,831		—			195,881
Goodwill and other intangible assets, net		262,056		87,979		—			350,035
Other assets		10,667		—		—			10,667
Due from affiliates		—		344		(344	)		—
Investment in subsidiary		167,448		—		(167,448	)		—
Non-current assets of discontinued operations		96,688		—		—			96,688

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

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,600	$	11,433	$	—		$	24,033
Accrued expenses and other current liabilities		38,103		15,463		—			53,566
Short-term financing and current		—		—		—			—
portion of long-term debt		3,975		—		—			3,975
Current liabilities of discontinued operations		4,784		—		—			4,784

Total current liabilities		59,462		26,896		—			86,358
Long-term debt		406,113		—		—			406,113
Accrued closure, post-closure and other obligations		18,813		13,812		—			32,625
Due to affiliates		344		—		(344	)		—
Non-current liabilities of discontinued operations		610		—		—			610

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

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

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

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


	Three Months Ended June 30,2007
				Non-
	Guarantors			Guarantors			Eliminations			Consolidated

Revenue	$	70,381		$	55,858		$	—		$	126,239
Operating and other expenses:
Cost of operations (exclusive of depreciation, depletion and amortization)		46,479			36,598			—			83,077
Selling, general and administrative expense (exclusive of depreciation, depletion and amortization)		8,465			6,629			—			15,094
Depreciation, depletion and amortization		10,154			4,968			—			15,122
Foreign exchange gain and other		(121	)		(44	)		—			(165	)
Equity earnings in investees		(4,909	)		—			4,909			—

Income from continuing operations		10,313			7,707			(4,909	)		13,111
Interest expense		10,747			83			—			10,830

Income (loss) from continuing operations before income taxes		(434	)		7,624			(4,909	)		2,281
Income tax provision		1,692			2,715			—			4,407

Net income (loss) from continuing operations		(2,126	)		4,909			(4,909	)		(2,126	)
Net loss from discontinued operations		(87	)		—			—			(87	)
Loss on sale of discontinued operations		(12,192	)		—			—			(12,192	)

Net income (loss)	$	(14,405	)	$	4,909		$	(4,909	)	$	(14,405	)


Exhibit No		Description

	Exhibit 4.1	Supplemental Indenture, dated as of April 12, 2007, among U.S.A. Recycling Holdings L.L.C., U.S.A. Recycling L.L.C. and Freedom Recycling Holdings, the other guarantors and Wells Fargo Bank, National Association, as Trustee.
	Exhibit 31.1	Section 302 Certification of David Sutherland-Yoest, Chief Executive Officer
	Exhibit 31.2	Section 302 Certification of Edwin D. Johnson, Chief Financial Officer
	Exhibit 32.1	Section 1350 Certification of the Chief Executive Officer and Principal Financial Officer