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):  March 1, 2011

Casella Waste Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code:  (802) 775-0325

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

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))

Item 2.02.  Results of Operations and Financial Condition.

On March 1, 2011, Casella Waste Systems, Inc. (the “Company”) announced its financial results for the third quarter of fiscal year 2011, ended January 31, 2011.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01.  Other Events.

On March 1, 2011, the Company announced that it acquired a municipal solid waste landfill in McKean County, PA out of bankruptcy proceedings on February 24, 2011 for $0.5 million in cash and the assumption of certain contractual obligations (the “Acquisition”).  A copy of the Company’s press release announcing the Acquisition is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Also on March 1, 2011, the Company announced that it and its wholly-owned subsidiary, KTI, Inc., completed the sale of all of their equity interests in FCR, LLC and its subsidiaries and Blue Mountain Recycling LLC, including the Company’s interest in specified patents and patent applications and related intellectual property, to RE Community Holdings II, Inc. (formerly known as CE Holdings II, LLC) pursuant to a Purchase and Sale Agreement dated as of January 23, 2011 (the “Transaction”).  A copy of the Company’s press release announcing the closing of the Transaction is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

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SIGNATURE

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.

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EXHIBIT INDEX

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Exhibit 99.1

FOR IMMEDIATE RELEASE

CASELLA WASTE SYSTEMS, INC. ANNOUNCES THIRD QUARTER FISCAL YEAR 2011 RESULTS

RUTLAND, VERMONT (March 1, 2011) — Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, today reported financial results for its third quarter fiscal year 2011.

For the quarter ended January 31, 2011, revenues were $111.6 million, up $1.7 million or 1.6 percent over the same quarter last year, driven mainly by solid waste volume growth and higher commodity prices.  Operating income was $6.3 million for the quarter, down $1.1 million from the same quarter last year.  The company’s net loss applicable to common shareholders was ($6.4) million, or ($0.24) per common share for the quarter, compared to ($4.4) million, or ($0.17) per share for the same quarter last year.  Adjusted EBITDA* for the quarter was $22.4 million, down $1.6 million from same quarter last year.

“While our third quarter results were below last year’s performance and our plan, the underperformance was mainly driven by adverse weather and non-recurring events,” said John W. Casella, chairman and CEO of Casella Waste Systems.  “The bad winter weather during the quarter impacted operational performance, with lower than projected productivity throughout the solid waste business and lower waste volumes.  Our landfill volumes were lower year-over-year by 4.4 percent, with the negative variance attributable to reaching annual permit limits at several key sites in early December and lower volumes in January due to the bad weather.”

“As expected in the quarter, the lower energy prices at Maine Energy, the final closure of the Pine Tree landfill in Q3 fiscal year 2010, and the sale of the Cape Cod assets in Q1 fiscal year 2011 led to a negative $0.6 million year-over-year Adjusted EBITDA variance,” Casella said.  “Excluding these explainable negative impacts and divestiture transaction costs in the quarter that were not allocated to discontinued operations, Adjusted EBITDA was down $0.8 million year-over-year.”

“Since last quarter our team has done an excellent job completing important long-term strategic goals aimed at improving our balance sheet today and better positioning us for the future,” Casella said.  “These strategic accomplishments include:

·                  “We successfully divested our non-integrated recycling facilities for $134.1 million, with net proceeds of approximately $120.0 million used to permanently pay-off our Term Loan B.

·                  “We refinanced our $195.0 million 9.75% Senior Subordinated Notes due 2013 with new $200.0 million 7.75% Senior Subordinated Notes due 2019, yielding significant interest savings.

·                  “We acquired a municipal solid waste landfill in McKean County, PA out of bankruptcy proceedings for $0.5 million in cash and the assumption of certain contractual obligations.”

Nine Months Financial Results

For the nine months ended January 31, 2011, revenues were $356.5 million, up $11.6 million or 3.4 percent over the same period last year.  Operating income was $31.2 million for the nine month period, up $6.1 million from the same period last year, including a $3.5 million gain on sale of assets.  The company’s net loss applicable to common shareholders was ($10.4) million, or ($0.40) per common share for the nine month period, compared to ($8.7) million, or ($0.34) per share for the same period last year.  Adjusted EBITDA was $84.5 million for the nine month period, up $2.4 million from same period last year.

While the actual completion of the divestiture of the non-integrated recycling assets occurred during the fourth quarter on March 1, 2011, the third quarter and nine month year to date results reflect discontinued operations treatment for these assets in accordance with GAAP.

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Fiscal 2011 Outlook

The following ranges reflect updated guidance for fiscal year 2011, including discontinued operations treatment for the divestiture of the non-integrated recycling facilities in the fourth quarter.

·                  Revenues between $460.0 million and $468.0 million;

·                  Adjusted EBITDA* between $102.0 million and $106.0 million; and

·                  Capital expenditures between $51.0 million and $55.0 million.

In recognition of the value created through the successful divestiture of the non-integrated recycling assets and the steps taken to recapitalize our balance sheet at lower interest rates, the board approved a $3.5 million discretionary bonus to management, which is reflected in the above guidance.  Management will not receive a cash incentive bonus in addition to this discretionary bonus for this fiscal year.  Since bonuses were not accrued for during the 9 months year-to-date period, the discretionary bonus will be fully expensed in the fourth quarter.  We plan to announce fiscal year 2012 guidance on our year end conference call in June.

*Non-GAAP Financial Measures

In addition to disclosing financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP), the company also discloses earnings before interest, taxes, depreciation and amortization, adjusted for accretion, depletion of landfill operating lease obligations, severance and reorganization charges, a goodwill impairment charge, an environmental remediation charge as well as development project charges (Adjusted EBITDA) which is a non-GAAP measure.  The company also discloses Free Cash Flow, which is defined as net cash provided by operating activities, less capital expenditures, less payments on landfill operating leases, less assets acquired through financing leases, plus proceeds from sales of property and equipment, which is a non-GAAP measure.  Adjusted EBITDA is reconciled to Net Income (Loss), while Free Cash Flow is reconciled to Net Cash Provided by O perating Activities.

We present Adjusted EBITDA and Free Cash Flow because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of our results. Management uses these non-GAAP measures to further understand our “core operating performance.” We believe our “core operating performance” represents our on-going performance in the ordinary course of operations. We believe that providing Adjusted EBITDA and Free Cash Flow to investors, in addition to corresponding income statement and cash flow statement measures, provides investors the benefit of viewing our performance using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and its results of operations may look in the future. We further believ e that providing this information allows our investors greater transparency and a better understanding of our core financial performance. In addition, the instruments governing our indebtedness use EBITDA (with additional adjustments) to measure our compliance with covenants such as interest coverage, leverage and debt incurrence.

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the U.S. Adjusted EBITDA and Free Cash Flow should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles in the U.S., and may be different from Adjusted EBITDA or Free Cash Flow presented by other companies.

About Casella Waste Systems, Inc.

Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides solid waste management services consisting of collection, transfer, disposal, and recycling services in the northeastern United States.  For further information, contact Ned Coletta, vice president of finance and investor relations at

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(802) 772-2239, or Ed Johnson, chief financial officer at (802) 772-2241, or visit the company’s website at http://www.casella.com.

Conference call to discuss third quarter

Casella will host a conference call to discuss these results on Wednesday, March 2, 2011 at 10:00 a.m. ET.  Individuals interested in participating in the call should dial (877) 548-9590 or (720) 545-0037 at least 10 minutes before start time.  The call will also be webcast; to listen, participants should visit Casella Waste Systems’ website at http://ir.casella.com and follow the appropriate link to the webcast.  A replay of the call will be available on the website, or by calling (800) 642-1687 or (706) 645-9291 (passcode 44979174) until 11:59 p.m. ET on Thursday, March 10, 2011.

Safe Harbor Statement

Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by the context of the statements, including words such as “believe,” “expect,” “anticipate,” “plan,” “may,” “will,” “would,” “intend,” “estimate,” “guidance” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s beliefs and assumptions. We cannot guarantee that we actually will achieve the plans, intentions, expectations or guidance disclosed in the forward-looking statements made. Such forward-looking statements, and all phases of our operations, involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in our forward-looking statements. Such risks and uncertainties include or relate to, among other things: current economic conditions that have adversely affected and may continue to adversely affect our revenues and our operating margin; we may be unable to reduce costs or increase revenues sufficiently to achieve estimated Adjusted EBITDA and other targets; landfill operations and permit status may be affected by factors outside our control; we may be required to incur capital expenditures in excess of our estimates; fluctuations in the commodity pricing of our recyclables may make it more difficult for us to predict our results of operations or meet our estimates; and we may incur environmental charges or asset impairments in the future. There a re a number of other important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. These additional risks and uncertainties include, without limitation, those detailed in Item 1A, “Risk Factors” in our Form 10-K for the year ended April 30, 2010.

We undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

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CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except amounts per share)

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CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

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CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

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CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)

Note 1:   Discontinued Operations

On January 23, 2011 we entered into a purchase and sale agreement and related agreements to sell select non-integrated FCR recycling assets and select intellectual property assets to a new company formed by Pegasus Capital Advisors, L.P. and Intersection, LLC (the “Purchaser”) for $134,100 in gross proceeds (the “FCR Divestiture”).  This resulted in a loss on disposal of discontinued operations (net of tax) of $1,404 and $2,020 in the three and nine months ended January 31, 2011, respectively. Income from discontinued operations (net of tax) for the three and nine months ended January 31, 2011 and 2010 amounted to $2,115, $1,017, $2,098 and $2,152, respectively.

We completed the divestiture of the assets of our FCR Trilogy Glass operation in the third quarter of fiscal year 2011 for $1,840 in cash.  This resulted in a gain on disposal of discontinued operations amounting to $36 (net of tax) in the three and nine months ended January 31, 2011.  Loss from discontinued operations (net of tax) for the three and nine months ended January 31, 2011 and 2010 amounted to $213, $205, $844 and $551, respectively.

In fiscal year 2010, we completed divestitures and closed operations resulting in a gain on disposal of discontinued operations (net of tax) amounting to $239 and $328 in the three and nine months ended January 31, 2010, respectively.

The operating results of these operations for the three and nine months ended January 31, 2011 and 2010 have been reclassified from continuing to discontinued operations in our consolidated financial statements.  Revenues and income before income tax benefit attributable to discontinued operations for the three and nine months ended January 31, 2011 and 2010 are as follows:

Note 2:   Non - GAAP Financial Measures

In addition to disclosing financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP), we also disclose earnings before interest, taxes, depreciation and amortization, adjusted for accretion, depletion of landfill operating lease obligations, severance and reorganization charges, goodwill impairment charges, environmental remediation charges as well as development project charges (Adjusted EBITDA) which is a non-GAAP measure.  We also disclose Free Cash Flow, which is defined as net cash provided by operating activities, less capital expenditures, less payments on landfill operating leases, less assets acquired through financing leases, plus proceeds from sales of property and equipment, which is a non-GAAP measure.  Adjusted EBITDA is reconciled to Net loss, while Free Cash Flow is reconciled to Net Cash Provided by Operating Activities.

We present Adjusted EBITDA and Free Cash Flow because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of our results. Management uses these non-GAAP measures to further understand our “core operating performance.” We believe our “core operating performance” represents our on-going performance in the ordinary course of operations. We believe that providing Adjusted EBITDA and Free Cash Flow to investors, in addition to corresponding income statement and cash flow statement measures, provides investors the benefit of viewing our performance using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and its results of operations may look in the future. We further believ e that providing this information allows our investors greater transparency and a better understanding of our core financial performance. In addition, the instruments governing our indebtedness use EBITDA (with additional adjustments) to measure our compliance with covenants such as interest coverage, leverage and debt incurrence.

Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP in the U.S. Adjusted EBITDA and Free Cash Flow should not be considered in isolation from or as a substitute for financial information presented in accordance with GAAP in the U.S., and may be different from Adjusted EBITDA or Free Cash Flow presented by other companies.

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Following is a reconciliation of Adjusted EBITDA to Net Loss:

Following is a reconciliation of Free Cash Flow to Net Cash Provided by Operating Activities:

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CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

SUPPLEMENTAL DATA TABLES

(Unaudited)

(In thousands)

Amounts of our total revenues attributable to services provided for the three and nine months ended January 31, 2011 and 2010 are as follows:

Components of revenue growth for the three months ended January 31, 2011 compared to the three months ended January 31, 2010:

Solid Waste Internalization Rates by Region:

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CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

SUPPLEMENTAL DATA TABLES

(Unaudited)

(In thousands)

GreenFiber Financial Statistics - as reported (1):

(1)  We hold a 50% interest in US Green Fiber, LLC (“GreenFiber”), a joint venture that manufactures, markets and sells cellulose insulation made from recycled fiber.

Components of Growth and Maintenance Capital Expenditures (1):

(1) Our capital expenditures are broadly defined as pertaining to either growth or maintenance activities.  Growth capital expenditures are defined as costs related to development of new airspace, permit expansions, new recycling contracts along with incremental costs of equipment and infrastructure added to further such activities.  Growth capital expenditures include the cost of equipment added directly as a result of new business as well as expenditures associated with increasing infrastructure to increase throughput at transfer stations and recycling facilities.  Maintenance capital expenditures are defined as landfill cell construction costs not related to expansion airspace, costs for normal permit renewals and replacement costs for equipment due to age or obsolescence.

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CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except amounts per share)