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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________

Form 8-K
__________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 31, 2008

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware 000-25955 01-0780204

(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

Waste Services, Inc. issued a press release on February 23, 2009 announcing our results of operations for the quarter and fiscal
year ended December 31, 2008. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
99.1 February 23, 2009 Results Press Release.

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

WASTE SERVICES, INC.

By: /s/ Ivan R. Cairns

Ivan R. Cairns
Executive Vice President and General
Counsel

Date: February 23, 2009

Exhibit 99.1

(Waste Logo)

PRESS RELEASE

WASTE SERVICES ANNOUNCES STRONG FOURTH QUARTER AND 2008

FISCAL YEAR RESULTS
• Adjusted EBITDA of $24.3 million for the quarter and $107.1 million for the year.
• Adjusted EBITDA margin of 23.7% for the quarter and 22.6% for the year as compared to 22.1% and 22.3% in 2007.
• Adjusted earnings per share(1) from continuing operations of $0.07 for the quarter ended December 31, 2008 and $0.34 for the full
year as compared to $0.04 and $0.06 in 2007.
• Total debt reduced by $72.4 million during the year to $372.1 million at December 31, 2008.
BURLINGTON, Ontario, February 23, 2009, PRNewswire-FirstCall — Waste Services, Inc. (Nasdaq: WSII) today announced financial results
for the fourth quarter and for the year ended December 31, 2008. On an adjusted basis, fully diluted earnings per share were $0.07 for the
quarter as compared to $0.04 in the fourth quarter of 2007. Revenue for the quarter was $102.4 million compared to $123.3 million for the same
quarter in 2007. The financial results for the quarter have been impacted by several non-operational items. As a result, reported net loss for the
quarter was $14.8 million as compared to a loss in the comparative period of $0.8 million. The results for the quarter are highlighted by:
• For the current quarter adjusted income from operations, excluding one time charges, was $13.5 million and Adjusted EBITDA was
$24.3 million with margins of 13.2% and 23.7%, respectively.
• Excluding recycled commodity sales, internal revenue growth from price was 3.7%. With commodity sales, internal revenue growth
was 2.3% from price and 0.4% from fuel surcharge.
• Internal revenue growth from volume declined by 5.4%.
• Foreign currency translation accounted for $12.8 million (10.3%) of the revenue reduction and the net expiration of municipal
contracts accounted for a $4.2 million (3.4%)
For the full year 2008, the Company reported revenue of $473.0 million as compared to $461.4 million for 2007. Adjusted earnings per share for
the year were $0.34 as compared to $0.06 for 2007. The results for the year ended December 31, 2008 are highlighted by:
• For the year adjusted income from operations, excluding one time charges, was $59.0 million and Adjusted EBITDA was
$107.1 million with margins of 12.5 % and 22.6 %, respectively.
• Revenue growth of 2.5% to $473.0 million compared to $461.4 million in 2007.
• Internal revenue growth was 1.9%, made up of 3.9% from price, 2.3% from fuel and environmental surcharge and (4.3%) volume.
• Acquisitions net of divestitures added $18.6 million of revenue or 4.0%, while the net expiration of municipal contracts accounted for
a $16.1 million reduction or 3.5%.
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(1) Adjusted EPS is defined as earnings per share as adjusted to reflect the average statutory income tax rate estimated at 36%.
David Sutherland-Yoest, Waste Services President and Chief Executive Officer, stated, “We are pleased to report our results for the fourth
quarter and the 2008 fiscal year. We achieved our previously provided guidance for adjusted EBITDA and earnings per share for 2008 and we
have taken several steps that we feel will protect the company from further economic headwinds of today’s business environment. On October
8th , we completed the refinancing of our bank facilities, pushing maturities out five years and greatly reducing the credit risk profile of the
company. In December, we announced the successful completion of our restructuring, eliminating $6.6 million in annual overhead costs. When
the commodity markets dropped precipitously in November and December, we implemented a commodity surcharge to our recycling customers
to partially offset the price declines going forward.
Looking forward, capital expenditures will be below $40 million in 2009 and we expect to generate free cash flow of between $25 and $35 million.
We expect internal revenue growth from price in our core collection and landfill businesses to be in the 3-5% range. Or continued confidence
in pricing, margin expansion and free cash flow generation stems from our disposal capacity and vertical integration in Florida and in Canada. ”

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Reconciliation of Non-GAAP Measures:

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

For Th e Th re e Mon ths For Th e Ye ar

En de d De ce m be r 31, En de d De ce m be r 31,
2008 2007 2008 2007
Loss from continuing operations $ (14,785) $ (843) $ (1,956) $ (14,303)
Income tax provision (benefit) (744) 3,819 6,183 14,437
Interest expense 11,661 9,860 37,432 40,679
Depreciation, depletion and amortization 10,522 14,045 45,348 54,891
EBITDA from continuing operations (1) $ 6,654 $ 26,881 $ 87,007 $ 95,704

The following table reconciles the differences between EBITDA from continuing operations and Adjusted EBITDA from continuing
operations for the three months and year ended December 31, 2008 and 2007 (in thousands) (unaudited). The credit agreement governing our
senior secured credit facilities provides for an adjustment to EBITDA from continuing operations for restructuring charges of up to
$5.0 million, however, we have incurred $7.1 million of charges relative to our restructuring and cost reduction initiatives in 2008.

For Th e Th re e Mon ths For Th e Ye ar

En de d De ce m be r 31, En de d De ce m be r 31,
2008 2007 2008 2007
EBITDA from continuing operations (1) $ 6,654 $ 26,881 $ 87,007 $ 95,704
Adjustments to EBITDA from continuing operations
(as defined per credit agreement):
Non-cash items (2) 10,532 418 13,005 3,143
Other excludable expenses (3) 7,092 (130) 7,092 4,347
Adjusted EBITDA from continuing operations (1) $ 24,278 $ 27,169 $107,104 $103,194

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

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The following table reconciles the differences between income (loss) from continuing operations before income taxes, as determined under US
GAAP, and adjusted income from continuing operations for the three months and year ended December 31, 2008 and 2007. This information is
then used as the numerator to calculate normalized earnings per share. Adjusted income from continuing operations and normalized earnings
per share are non-US GAAP measures used by management to measure performance. We believe that adjusted income from continuing
operations and normalized earnings per share may be used by certain investors to analyze and compare our operating performance between
periods and against the operating results of other companies whose corporate structure and tax rates differ from ours. Adjusted income from
continuing operations and normalized earnings per share are not calculated under US GAAP and therefore are not necessarily comparable to
similarly titled measures of other companies (in thousands) (unaudited):

Th re e Mon ths En de d Ye ar En de d
De ce m be r 31, De ce m be r 31,
2008 2007 2008 2007

Income (loss) from continuing operations before income taxes $ (15,529) $ 2,976 $ 4,227 $ 134

Add back:
Refinance charges 2,869 — 2,869 —
Restructuring, severance and related costs 7,092 — 7,092 3,995
Deferred acquisition costs 10,267 — 10,267 —

Adjusted income from continuing operations before income taxes 4,699 2,976 24,455 4,129

Income tax provision (benefit) at estimated average statutory rate of 36% 1,692 1,071 8,804 1,486

Adjusted income from continuing operations $ 3,007 $ 1,905 $ 15,651 $ 2,643

Basic and diluted normalized earnings per share:

Basic and diluted normalized earnings per share — continuing
operations $ 0.07 $ 0.04 $ 0.34 $ 0.06

Weighted average common shares outstanding

Basic 46,082 46,075 46,079 46,007
Diluted 46,147 46,163 46,109 46,529

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We will host an investor and analyst conference call on Monday, February 23, 2009 at 2:00 p.m. (ET) to discuss the results of today’s earnings
announcement. If you wish to participate in this call, please phone 866-543-6408 (US and Canada) or 617-213-8899 (International) and enter
passcode number 18159420. To hear a web cast of the call over the Internet, access the home page of our website at
www.wasteservicesinc.com. A post-view of the call will be available until March 4, 2009 by phoning 888-286-8010 (US and Canada) or 617-801-
6888 (International) and entering passcode number 31851212. The web cast will also be available on our website.

Safe Harbor for Forward-Looking Statements

Certain matters discussed in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These statements describe the company’s future plans, objectives and goals.
These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from the plans,
objectives and goals set forth in this press release. Factors which could materially affect such forward-looking statements can be found in the
company’s periodic reports filed with the Securities and Exchange Commission, including risk factors detailed in the company’s Form 10-K for
the year ended December 31, 2007. Shareholders, potential investors and other readers are urged to consider these factors carefully in
evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.
The forward-looking statements made in this press release are only made as of the date hereof and Waste Services undertakes no obligation to
publicly update such forward-looking statements to reflect subsequent events or circumstances.
This release does not constitute an offer to sell or the solicitation of any offer to buy any securities. The company’s securities may not be
offered or sold in the United States absent a registration or applicable exemption from registration requirements under applicable state and
federal securities laws.
Waste Services, Inc., a Delaware corporation, is a multi-regional, integrated solid waste services company that provides collection, transfer,
disposal and recycling services in the United States and Canada. The company’s website is www.wasteservicesinc.com. Information on the
company’s website does not form part of this press release.
For information contact:

Edwin D. Johnson J. Todd Atenham

Waste Services, Inc. Investor Relations
Executive Vice President and Chief Financial Officer 888-917-5105
905-319-1237

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WASTE SERVICES, INC.

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

Th re e Mon ths En de d Ye ar En de d
De ce m be r 31, De ce m be r 31,
2008 2007 2008 2007

Revenue $ 102,393 $ 123,252 $473,029 $461,447

Operating and other expenses:

Cost of operations (exclusive of depreciation, depletion and
amortization) 66,459 79,577 309,121 301,573
Selling, general and administrative expense (exclusive of
depreciation, depletion and amortization) 18,531 16,924 66,474 64,239
Deferred acquisition costs 10,267 — 10,267 —
Depreciation, depletion and amortization 10,522 14,045 45,348 54,891
Foreign exchange loss (gain) and other 482 (130) 160 (69)

Income (loss) from operations (3,868) 12,836 41,659 40,813

Interest expense 11,661 9,860 37,432 40,679

Income (loss) from continuing operations before income taxes (15,529) 2,976 4,227 134
Income tax provision (benefit) (744) 3,819 6,183 14,437

Loss from continuing operations (14,785) (843) (1,956) (14,303)

Income from discontinued operations, net of income tax provision of
$266 for the year ended December 31, 2008 and nil for all other
periods — 986 409 2,796
Gain (loss) on sale of discontinued operations, net of income tax
provision of $2,770 and $7,255 for the three and twelve months ended
December 31, 2008 and nil for all other periods 4,241 (155) 11,110 (11,607)

Net income (loss) $ (10,544) $ (12) $ 9,563 $ (23,114)

Basic and diluted earnings (loss) per share:

Earnings (loss) per share — continuing operations $ (0.32) $ (0.02) $ (0.04) $ (0.31)
Earnings (loss) per share — discontinued operations 0.09 0.02 0.25 (0.19)
Basic and diluted earnings (loss) per share $ (0.23) $ — $ 0.21 $ (0.50)

Weighted average common shares outstanding

Basic 46,082 46,075 46,079 46,007
Diluted 46,082 46,075 46,079 46,007

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WASTE SERVICES, INC.

SUPPLEMENTAL UNAUDITED BALANCE SHEET AND CASH FLOW DATA
(In thousands)

De ce m be r 31, De ce m be r 31,
2008 2007
Balance Sheet Data:
Cash $ 7,227 $ 20,706
Current assets $ 72,961 $ 99,406
Total assets $ 840,927 $ 938,488
Current liabilities $ 93,245 $ 95,375
Debt:
Senior secured credit facilities:
US Revolver $ 34,600 $ —
Canadian Revolver 27,699 —
US Term loan 38,125 —
Canadian Term Loan 103,505 —
Prior Credit facilities
Revolver — —
Term loan — 273,910
Senior subordinated notes 158,854 160,000
Other notes 9,286 10,530
Total debt $ 372,069 $ 444,440
Shareholders’ equity $ 335,018 $ 350,595

Ye ar En de d De ce m be r 31,
2008 2007
Cash Flow Data:
Net cash flows provided by continuing operations $ 56,051 $ 54,677
Net cash flows provided by (used in) investing activities for continuing operations $ (3,123) $ (79,557)
Net cash flows provided by (used in) financing activities of continuing operations $ (67,471) $ 33,608
Capital expenditures from continuing operations $ 48,066 $ 57,557

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WASTE SERVICES, INC.

SUPPLEMENTAL UNAUDITED GROWTH RATES AND COUNTRY DATA
(In thousands)

Waste Services, Inc. Waste Services, Inc.

Revenue Growth Revenue Growth
For T he T hree Months Ended December 31, 2008 For T he Year Ended December 31, 2008
(in thousands) (in thousands)

Total Revenue, December 31, 2007 $123,252 Total Revenue, December 31, 2007 $461,447
Impact on revenue from changes in: Impact on revenue from changes in:
Price 3,274 2.7% Price 28,725 6.2%
Volume (6,640) -5.4% Volume. (19,742) -4.3%
Acquisition / Disposition (6) 0.0% Acquisition / Disposition 18,556 4.0%
Gain / Loss of Contracts (4,165) -3.4% Gain / Loss of Contracts (16,078) -3.5%
Other (570) -0.5% Other (1,894) -0.4%
Foreign currency impact (12,752) -10.3% Foreign currency impact 2,015 0.4%

Total Revenue, December 31, 2008 $102,393 Total Revenue, December 31, 2008 $473,029

COUNTRY DATA
(In thousands)

Th re e Mon ths En de d De ce m be r 31, 2008

US C an ada Total

Revenue $ 52,021 100.0% $ 50,372 100.0% $102,393 100.0%

Operating expenses:
Cost of operations 31,977 61.4% 34,482 68.4% 66,459 64.9%
Selling, general and administrative
expense (exclusive of
restructuring, severance and
related costs) 5,972 11.5% 5,688 11.3% 11,660 11.4%
Restructuring, severance and
related costs 4,673 9.0% 2,198 4.4% 6,871 6.7%
Deferred acquisition costs 10,267 19.7% — 0.0% 10,267 10.0%
Depreciation, depletion and
amortization 6,242 12.0% 4,280 8.5% 10,522 10.3%
Foreign exchange (gain) loss and
other (165) -0.2% 647 1.3% 482 0.5%
Income (loss) from continuing
operations $ (6,945) -13.4% $ 3,077 6.1% $ (3,868) -3.8%

Th re e Mon ths En de d De ce m be r 31, 2007

US C an ada Total

Revenue $ 61,838 100.0% $ 61,414 100.0% $123,252 100.0%

Operating expenses:
Cost of operations 39,329 63.6% 40,248 65.6% 79,577 64.6%
Selling, general and administrative
expense 8,578 13.9% 8,346 13.6% 16,924 13.7%
Depreciation, depletion and
amortization 8,493 13.7% 5,552 9.0% 14,045 11.4%
Foreign exchange gain and other (68) -0.1% (62) -0.1% (130) -0.1%
Income from continuing operations $ 5,506 8.9% $ 7,330 11.9% $ 12,836 10.4%

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WASTE SERVICES, INC.

UNAUDITED COUNTRY DATA- (Continued)
(In thousands)

Ye ar En de d De ce m be r 31, 2008
US C an ada Total

Revenue $231,352 100.0% $241,677 100.0% $473,029 100.0%

Operating expenses:
Cost of operations 148,474 64.2% 160,647 66.5% 309,121 65.3%
Selling, general and administrative
expense (exclusive of
restructuring, severance and
related costs) 30,027 13.0% 29,576 12.2% 59,603 12.6%
Restructuring. severance and
related costs 4,673 2.0% 2,198 0.9% 6,871 1.5%
Deferred acquisition costs 10,267 4.4% — 0.0% 10,267 2.2%
Depreciation, depletion and
amortization 26,145 11.3% 19,203 7.9% 45,348 9.6%
Foreign exchange (gain) loss and
other (628) -0.3% 788 0.4% 160 0.0%
Income from continuing operations $ 12,394 5.4% $ 29,265 12.1% $ 41,659 8.8%

Ye ar En de d De ce m be r 31, 2007
US C an ada Total

Revenue $239,384 100.0% $222,063 100.0% $461,447 100.0%

Operating expenses:
Cost of operations 154,250 64.4% 147,323 66.3% 301,573 65.3%
Selling, general and administrative
expense (exclusive of severance
and related costs) 32,094 13.4% 28,150 12.7% 60,244 13.1%
Severance and related costs 3,995 1.7% — 0.0% 3,995 0.9%
Depreciation, depletion and
amortization 35,262 14.8% 19,629 8.8% 54,891 11.9%
Foreign exchange (gain) loss and
other 282 0.1% (351) -0.1% (69) 0.0%
Income from continuing operations $ 13,501 5.6% $ 27,312 12.3% $ 40,813 8.8%