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United States securities and exchange commission logo
December 13, 2023
Edmond Coletta
President
Casella Waste Systems Inc.
25 Greens Hill Lane
Rutland, VT 05701
Re: Casella Waste
Systems Inc.
Form 10-K for the
Fiscal Year ended December 31, 2022
Filed February 17,
2023
Form 10-Q for the
Fiscal Quarter ended September 30, 2023
Filed November 2,
2023
File No. 000-23211
Dear Edmond Coletta:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-Q for the Fiscal Quarter ended September 30, 2023
Financial Statements
Note 4 - Business Combinations, page 11
1. We understand from your
disclosures on page 8 and in the press release attached to the
Form 8-K that you filed
on July 3, 2023, that you acquired four subsidiaries of GFL
Environmental Inc. on
June 30, 2023 in exchange for $525 million.
Tell us how you
evaluated Rule 3-05 and Article 11 of Regulation S-X in determining you
would not file
historical and pro forma financial statements relative to the businesses
acquired, and provide
us with the significance testing performed in formulating your view.
2. We note that you
present aggregated information regarding business acquisitions made
during the periods
covered by your interim reports for the second and third fiscal quarters,
ending June 30, 2023
and September 30, 2023, respectively.
Edmond Coletta
Casella Waste Systems Inc.
December 13, 2023
Page 2
However, given the apparent significance of your acquisition of the
four entities from
GFL Environmental Inc. on June 30, 2023, it appears that you would
need to provide the
information prescribed by FASB ASC 805-10-50-2, 20-50-1 and 30-50-1
separately for
this transaction, as aggregation pursuant to FASB ASC 805-10-50-3,
20-50-2, and 30-50-
2 generally applies to transactions that are individually immaterial.
Please expand your disclosures in the filings referenced above as
necessary to address the
aforementioned guidance, relative to the transaction on June 30, 2023,
or explain to us
why you believe this would not apply in your circumstances if this is
your view.
3. Given that you recognized a significant amount of goodwill in
accounting for business
acquisitions during the cumulative interim periods ended June 30, 2023
and September
30, 2023, please expand your disclosures to include a qualitative
description of the
factors you believe make up the goodwill to comply with FASB ASC
805-30-50-1a.
4. As a portion of the purchase price for the acquisitions made during
the cumulative interim
periods ended June 30, 2023 and September 30, 2023 includes "holdbacks
and additional
consideration," please also address the requirements in FASB ASC
805-30-50-1c.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Sondra Snyder at 202-551-3332 or Lily Dang at
202-551-3867 with any
questions.
FirstName LastNameEdmond Coletta Sincerely,
Comapany NameCasella Waste Systems Inc.
Division of
Corporation Finance
December 13, 2023 Page 2 Office of Energy
& Transportation
FirstName LastName