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):  February 25, 2010

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):

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

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

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

¨            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 2, 2010, Casella Waste Systems, Inc. (the “Company”) announced its financial results for the third quarter of fiscal year 2010, ended January 31, 2010.  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 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2010, the Board of Directors of the Company approved an increase in the retainer paid by the Company to the non-employee director serving as Chairman of the Company’s Audit Committee from $10,000 per fiscal year to $15,000 per fiscal year, effective on May 1, 2010.

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits

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

99.1         Press Release dated March 2, 2010.

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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 99.1

FOR IMMEDIATE RELEASE

CASELLA WASTE SYSTEMS, INC. ANNOUNCES THIRD QUARTER FISCAL YEAR 2010 RESULTS; REVENUES AND OPERATING INCOME UP YEAR OVER YEAR

RUTLAND, VERMONT (March 2, 2010)— Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, today reported financial results for the third quarter of its 2010 fiscal year.

Highlights of the quarter include:

·                  Revenues were up 4.2 percent from the same quarter last year;

·                  Operating Income for the quarter was $11.2 million, up $9.2 million from the same quarter last year;

·                  Adjusted EBITDA* for the quarter was $29.0 million, with Adjusted EBITDA margin of 23.0 percent up 300 basis points from the same quarter last year;

·                  Recycling commodity prices strengthened sequentially for the fourth straight quarter; solid waste volume losses moderate on higher landfill volumes and sequentially improving collection volumes.

“We are encouraged by the overall performance of the business in the third quarter, particularly the return to measurable revenue growth,” said John W. Casella, chairman and CEO of Casella Waste Systems.

“While it is still too early to say we have reached a turning point in the regional economy, the results reflect strengthening in important aspects of our business,” Casella said.  “Landfill volumes were up year-over-year, with the increases driven by the hard work of our sales team to attract new long-term contracted volumes to our expanded capacity.  This is a key long-term driver in our strategy to harvest the value from our investments in landfill capacity across our integrated footprint.”

“Our recycling group’s performance improved again sequentially in the third quarter as a result of continued progress with cost efficiency programs combined with higher commodity prices,” Casella said.  “Average commodity revenue per ton was up 10 percent from the second quarter of our fiscal year 2010, but was still down 35 percent from the second quarter of our fiscal year 2009 when commodity prices were at multi-year highs.  Our goal is to trade a portion of higher commodity prices for long-term stability and protection from commodity price volatility by implementing intelligent risk programs.  The risk programs mitigate cash flow volatility through floating revenue shares, variable tipping fees, index purchases, financial hedges, floor prices, and fixed price contracts.”

“Our Adjusted EBITDA margins were up by 300 basis points over the same period last year, with the gains driven by further improvement in collection pricing, increased landfill volumes, higher commodity pricing, and the successful operating efficiency initiatives,” Casella said.  “The margin expansion in the

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quarter is reflective of the operating leverage we gained during the downturn through the implementation of permanent cost controls and operating efficiency programs.”

Third Quarter Financial Results

For the quarter ended January 31, 2010, the Company reported revenues of $126.1 million, up $5.2 million or 4.2 percent from the same quarter last year.

Solid waste revenues were flat over the same quarter last year with price up 1.3 percent, fuel and oil recovery fees down 1.0 percent, volume down 0.2 percent, and commodity price and volume down 0.1 percent.  Solid waste collection price was up 3.8 percent as a percentage of collection revenues over the same quarter last year.  The 0.2 percent decline in solid waste volumes was the result of a 2.9 percent decline in collection volume, mainly offset by a 1.9 percent increase in disposal volumes, a 0.5 percent increase in power generation, and a 0.3 percent increase in processing and recycling volumes.  FCR revenues were up $4.5 million or 23.3 percent over the same quarter last year with price up 24.6 percent and volume down 1.3 percent.

The Company’s net loss applicable to common shareholders was ($4.4) million, or ($0.17) per common share in the quarter, compared to net loss of ($3.8) million, or ($0.15) per share for the same quarter last year.

Operating income was $11.2 million for the quarter, up $9.2 million from the same quarter last year. FCR recycling operating income increased by $4.8 million compared to the prior period on higher commodity revenues and the non-recurrence of approximately $4.0 million of one-time costs incurred in the third quarter of fiscal year 2009 associated with the November 2008 global commodity market collapse and the commissioning of two new Zero-Sort Recycling™ facilities.  Solid Waste operating income increased by $4.5 million compared to the prior period on gains in collection pricing, higher landfill volumes, lower operating costs, and the non-recurrence of the $2.8 million environmental remediation charge incurred in the third quarter of fiscal year 2009.

The Company’s Adjusted EBITDA* was $29.0 million for the quarter, up $4.8 million from the same quarter last year.  Adjusted EBITDA margin was 23.0 percent for the quarter up 300 basis points from the same quarter last year.  Net cash provided by operating activities in the quarter was $7.5 million, down $3.9 million from the same quarter last year.  The Company’s free cash flow* in the quarter was ($3.1) million, up $1.6 million from the same quarter last year.

Nine Month Financial Results

For the nine months ended January 31, 2010, the company reported revenues of $391.6 million, down $43.1 million or 9.9 percent from the same period last year. The Company’s net loss applicable to common shareholders was ($8.7) million, or ($0.34) per common share for the nine month period, compared to net income of $0.4 million, or $0.02 per share for the same period last year.

Operating income was $34.0 million for the nine month period, up $1.3 million from the same period last year.  Adjusted EBITDA was $94.5 million for the nine month period, down $4.4 million from the

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same period last year. Net cash provided by operating activities for the nine month period was $47.6 million, down $2.5 million compared to the same period last year.  The Company’s free cash flow for nine month period was breakeven, up $18.0 million from the same period last year.

Fiscal 2010 Outlook

The Company reconfirms its June 15, 2009 estimated fiscal year guidance ranges for revenues ($510.0 million to $530.0 million), free cash flow ($0.0 million to $6.0 million), and capital expenditures ($48.0 million to $54.0 million); and reconfirms its September 2, 2009 estimated fiscal year guidance range for Adjusted EBITDA* ($120.0 million to $126.0 million).

*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 (EBITDA), adjusted for accretion, depletion of landfill operating lease obligations, severance and reorganization charges, goodwill impairment, environmental remediation charge, and development project charges (Adjusted EBITDA) and free cash flow, which are non-GAAP measures. In the future we may modify items considered in defining free cash flow and adjusted EBITDA if we believe it will help the understanding of our financial performance.

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 the operating efficiency of publicly traded companies in the solid waste industry, and assist investors in measuring our ability to meet capital expenditures, payments on landfill operating lease contracts, and working capital requirements. For these reasons we utilize these non- GAAP metrics to measure our performance at all levels. Free cash flow, EBITDA and Adjusted EBITDA are not intended to replace “Net Cash Provided by Operating Activities,” which is the most comparable GAAP financial measure.  Moreover, these measures do not necessarily indicate whether cash flow will be sufficient for such items as capital expenditures, payments on landfill operating lease contracts, or working capital, 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.

For further information, contact Ned Coletta, director of finance and investor relations at (802) 772-2239, or visit the Company’s website at http://www.casella.com.

The Company will host a conference call to discuss these results on Wednesday, March 3, 2010 at 10:00 a.m. ET. Individuals interested in participating in the call should dial (877) 548-9590 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 on the company’s website, or by calling (706) 645-9291 or (800) 642-1687, until 11:59 p.m. ET on Wednesday, March 10, 2010.

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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 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 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 additional risks and uncertainties include, without limitation, those detailed in Item 1A, “Risk Factors” in our Annual Report on Form 10-K/A for the year ended April 30, 2009. 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

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:   The Company completed the divestiture of its FCR Greenville operation in the three months ended July 31, 2008 for cash proceeds of $670.  The company recorded a loss on disposal of discontinued operations (net of tax) of $34 in the nine months ended January 31, 2009.

The Company completed the divestiture of its FCR Great Northern Recycling Canadian operation in the three months ended January 31, 2010 for a settlement amount of $400 in cash.  The Company had previously accounted for this transaction as an asset under contractual obligation.  This resulted in a gain on disposal of discontinued operations (net of tax) amounting to $0, $239, $54 and $280 for the three and nine months ended January 31, 2009 and 2010.

The Company’s contract with its FCR Cape May operation expired in the quarter ended January 31, 2010.  Accordingly, this operation has been treated as a discontinued operation.

The operating results of these operations for the three and nine months ended January 31, 2009 and 2010 have been reclassified from continuing to discontinued operations in the the Company’s consolidated financial statements.  Revenues attributable to discontinued operations for the three and nine months ended January 31, 2009 and 2010 was $207, $274, $2,202 and $1,557, respectively.  Income (loss) before income taxes attributable to discontinued operations for the three and nine months ended January 31, 2009 and 2010 was ($107), ($22), $668 and $356, respectively.

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 (EBITDA), adjusted for accretion, depletion of landfill operating lease obligations, severance and reorganization charges, goodwill impairment charge, environmental remediation charge as well as development project charges (Adjusted EBITDA) 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 expenditures, payments on landfill operating lease contracts and working capital requirements. For these reasons, we utilize these non-GAAP metrics to measure our performance at all levels. EBITDA, Adjusted EBITDA and Free Cash Flow are not intended to replace “Net Cash Provided by Operating Activities”, which is the most comparable GAAP financial measure. Moreover, these measures do not necessarily indicate whether cash flow will be sufficient for such items as working capital, payments on landfill operating lease contracts 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 Adjusted EBITDA and EBITDA to Net Cash Provided by Operating Activities:

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

Components of revenue growth for the three months ended January 31, 2010 compared to the three months ended January 31, 2009:

(1) - Calculated as a percentage of segment revenues.

(2) - Calculated as a percentage of total revenues.

Solid Waste Internalization Rates by Region (1):

(1)          In the quarter ended July 31, 2009, the Company revised its internalization rate calulation to include third party waste received at its transfer facilities and disposed at its own landfills. The prior year internalization rates have been revised accordingly.

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CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

SUPPLEMENTAL DATA TABLES

(Unaudited)

(In thousands)

GreenFiber Financial Statistics - as reported (1):

(1)          The Company holds  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)          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.  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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