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):  September 5, 2007

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:

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 September 5, 2007, Casella Waste Systems, Inc. announced its financial results for the first quarter of fiscal year 2008, ended July 31, 2007.  The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended  (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, as amended, or the Exchange Act.

Item 9.01.  Financial Statements and Exhibits.

(c)              Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1            Press release dated September 5, 2007.

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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 FIRST QUARTER FISCAL YEAR 2008 RESULTS

RUTLAND, VERMONT (September 5, 2007) — Casella Waste Systems, Inc. (NASDAQ: CWST), a regional, non-hazardous solid waste and recycling services company, today reported financial results for the first quarter of its 2008 fiscal year. Highlights of the Company’s performance include:

·                  First quarter 2008 operating income up $3.9 million or 44.8 percent over the same quarter last year;

·                  First quarter 2008 earnings before interest, taxes, depreciation and amortization (EBITDA)* up $6.2 million or 23.3 percent over the same quarter last year;

·                  EBITDA margin up 260 basis points over the same quarter last year, driven by cost reductions and positive pricing; and

·                  Free cash flow for the quarter up $10.7 million over the same quarter last year.

First Quarter Results

For the quarter ended July 31, 2007, the Company reported revenues of $152.4 million, up $11.6 million, or 8.3 percent over the same quarter last year. The Company’s net income per common share was $0.07, compared to net loss of $0.04 per share in the same quarter last year. Operating income for the quarter was $12.6 million, up $3.9 million or 44.8 percent over the same quarter last year.  Cash provided by operating activities in the quarter was $20.3 million, up $1.3 million, or 6.8 percent compared to the same quarter last year. The Company’s EBITDA was $32.8 million, up $6.2 million, or 23.3 percent from the same quarter last year.  In the first quarter 2008, the Company settled the Maine Energy Recovery dispute and recognized other income in the amount of $2.1 million related to the reversal of excess accruals originally established in connection with waste handling agreement disputes with fifteen municipalities which were party to the agreements. The after-tax impact of this settlement was $1.3 million, or $0.05 per common share.

Highlights of the Quarter

“From an operating perspective, this was a solid quarter,” John W. Casella, chairman and chief executive officer, said. “We laid out a clear plan last quarter; a plan that focuses on cost reductions and profitable revenue growth to increase shareholder returns and repay debt. I am pleased with the progress we made this quarter and our team is focused on executing against this plan to harvest cash flows from landfill conversions and expansions and to reduce costs through increased productivity, realigning markets, and more efficient purchasing.”

“Regional economic conditions have improved over last year, however the northeastern U.S. economy still remains challenged. In addition, our GreenFiber unit continues to be materially impacted by the general slowdown in the housing market.”

Collaboration with Fulcrum BioEnergy, Inc. for the production of liquid biofuels

In other developments, the Company entered into an agreement with Fulcrum BioEnergy, Inc. to collaborate in the design, construction and operation of clean waste-to-fuels production facilities in New England and New York.

Fulcrum BioEnergy, a privately held company, is focused on developing projects utilizing both existing and new technologies to convert various waste streams, including municipal solid waste, into a waste-derived feedstock for the production of liquid biofuels. Fulcrum BioEnergy plans to finance, permit, construct, own and operate the facilities, while the Company will provide expertise in the development and operation of the waste-derived fuel processing plants and supply solid waste as a feedstock. Permitting is expected to begin on the first three facilities in the northeastern U.S. during the next twelve months.

“Our collaboration with Fulcrum BioEnergy is an important step forward in our long-term strategy to create additional value from the waste stream beyond the traditional consumption model,” John W. Casella, chairman and chief executive officer, said.

 “We remain strongly focused on harvesting value from our traditional landfill and solid waste services assets, while leveraging this foundation to create additional value in the near- and long-term through innovation and technology,” Casella said.

*Non-GAAP Financial Measures

In addition to disclosing financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP), we also disclose free cash flow and earnings before interest, taxes, depreciation and amortization (EBITDA), which are non-GAAP measures.

These measures are provided because we understand that certain investors use this information when analyzing the financial position of companies in the solid waste industry, including us. Historically, these measures have been key in comparing operating efficiency of publicly traded companies in the solid waste industry, and assist investors in measuring our ability to meet capital expenditure and working capital requirements. For these reasons we utilize these non- GAAP metrics to measure our performance at all levels. These measures do not represent, and should not be considered as alternatives to cash provided by operating activities as determined in accordance with GAAP. Moreover, these measures do not necessarily indicate whether cash flow will be sufficient for such items as working capital or capital expenditures, or to react to changes in our industry or to the economy generally. Because these measures are not calculated by all companies in the same fashion, they may not be comparable to similarly titled measures reported by other companies.

Casella Waste Systems, headquartered in Rutland, Vermont, provides solid waste management services consisting of collection, transfer, disposal, and recycling services primarily in the eastern United States.

For further information, contact Richard Norris, chief financial officer; Ned Coletta, director of investor relations; or Joseph Fusco, vice president; at (802) 775-0325, or visit the Company’s website at http://www.casella.com.

The Company will host a conference call to discuss these results on Thursday, September 6, 2007 at 10:00 a.m. ET. Individuals interested in participating in the call should dial (719) 457-2698 at least 10 minutes before start time. The call will also be webcast; to listen, participants should visit Casella Waste Systems’ website at http://www.casella.com and follow the appropriate link to the webcast. A replay of the call will be available by calling (719) 457-0820 (conference code #5076475) before 11:59 p.m. ET, Thursday, September 13, 2007, or by visiting the Company’s website.

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 the Company “believes,” “expects,” “anticipates,” “plans,” “may,” “will,” “would,” “intends,” “estimates” 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 or expectations 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: we may be unable to reduce costs sufficiently to achieve estimated EBITDA and other targets; anticipated revenue may not materialize; continuing weakness in general economic conditions and poor weather conditions may affect our revenues; we may be required to incur capital expenditures in excess of our estimates; and 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. There are 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 risks and uncertainties include, without limitation, those detailed in Item 1A, “Risk Factors” in our Form 10-K for the year ended April 30, 2007. We do not necessarily intend to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In thousands, except amounts per share)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In thousands)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
Unaudited
(In thousands)

Note 1:     The Company has made reclassifications in the Company’s Statements of Operations to conform prior year information with the Company’s current period presentation.  During the fourth quarter of fiscal year 2007, the Company began recording personnel costs associated with engineering and permitting activities as a cost of operations where previously these costs had been recorded as general and administration.  This resulted in costs reclassified amounting to $466 for the three months ended July 31, 2006.

Note 2:      The Company’s Series A redeemable, convertible preferred stock (“Series A preferred”) contained a mandatory redemption provision effective August 11, 2007.  As the Company did not anticipate that the Series A preferred would be converted to Class A Common Stock by the redemption date, the Company reflected the redemption value of the Series A preferred as a current liability at April 30, 2007 and July 31, 2007.  Consistent with this presentation, the Company has recorded the Series A preferred dividend as interest expense in the quarter ended July 31, 2007.  The Series A preferred was redeemed effective August 11, 2007 at an aggregate redemption price of $75,057.

Note 3:     The company divested the assets of the Holliston Transfer Station (“Holliston Transfer”) during the quarter ended April 30, 2007.  The transaction required discontinued operations treatment under SFAS No. 144, therefore the operating results of Holliston Transfer have been reclassified from continuing to discontinued operations for the quarter ended July 31, 2006.

Note 4:     Non - GAAP Financial Measures

        In addition to disclosing financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP), we also disclose EBITDA (earnings before interest, taxes and depreciation and amortization) and Free Cash Flow, which are non-GAAP measures.

       These measures are provided because we understand that certain investors use this information when analyzing the financial position of the solid waste industry, including us. Historically, these measures have been key in comparing operating efficiency of publicly traded companies within the industry, and assist investors in measuring our ability to meet capital expenditure and working capital requirements. For these reasons, we utilize these non-GAAP metrics to measure our performance at all levels. These measures do not represent, and should not be considered as alternatives to net cash provided by operating activities as determined in accordance with GAAP.  Moreover, these measures do not necessarily indicate whether cash flow will be sufficient for such items as working capital or capital expenditures, or to react to changes in our industry or to the economy generally. Because these measures are not calculated by all companies in the same fashion, they may not be comparable to similarly titled measures reported by other companies.

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

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

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
SUPPLEMENTAL DATA TABLES
(Unaudited)
(In thousands)

Amounts of the Company’s total revenues attributable to services provided are as follows:

Note 1:  Revenue attributable to services provided for the three months ended July 31, 2006 has been revised to conform with the classification of revenue attributable to services provided in the current fiscal year.

Components of revenue growth for the three months ended July 31, 2007 compared to the three months ended July 31, 2006:

Note 1: Calculated as a percentage of segment revenues.

Solid Waste Internalization Rates by Region:

Note 1:  Internalization rates for the three months ended July 31, 2006 have been revised to exclude the activity associated with the Holliston Transfer Station.  The Company divested the assets of this facility during the quarter ended April 30, 2007.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
SUPPLEMENTAL DATA TABLES
(Unaudited)
(In thousands)

US GreenFiber (50% owned) Financial Statistics:

Components of Growth versus Maintenance Capital Expenditures(1):

Note 1:  The Company’s 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.  Growth capital expenditures also include those outlays associated with acquiring landfill operating leases, which do not meet the operating lease payment definition, but which were included as a commitment in the successful bid.  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.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
SUPPLEMENTAL DATA TABLES
(Unaudited)
(In thousands, except for per share data)

The Company is providing below quarterly financial statements for fiscal year 2007 reflecting reclassified amounts associated with the discontinued operations treatment resulting from the divestiture of Holliston Transfer.