Form 8-K - Current report

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 5, 2024

__________________________________________

Casella Waste Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

__________________________________________

Delaware

000-23211

03-0338873

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


25 Greens Hill Lane,
Rutland,	Vermont	05701
(Address of principal executive offices)		(Zip Code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, $0.01 par value per share

CWST

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On December 5, 2024, the Board of Supervisors of Ontario County, New York approved a motion to close the Ontario County landfill (the “Ontario Landfill”) at the end of 2028 upon the expiration of the 25-year Operation, Management and Lease agreement with Casella Waste Services of Ontario LLC signed in 2003 (the “OML”). Casella Waste Systems, Inc. (the “Company”) has amortized costs and accrued asset retirement obligations as tons are placed at the Ontario Landfill based on an operating plan with an assumed closure at the conclusion of the existing OML and does not expect this vote to have a material impact on the Company’s accounting for the landfill.

Prior to the closure of the Ontario Landfill, the Company expects to make alternative arrangements at its other landfills in New York and Pennsylvania for the waste currently being brought to the Ontario Landfill. The Company does not believe that the closure of the Ontario Landfill at the expiration of the stated term of the OML will have a material effect on its results of operations or financial condition.

Safe Harbor Statement

Certain matters discussed in this Current Report on Form 8-K, including but not limited to, the statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the expected closure of the Ontario Landfill and the estimated impact of such closure are “forward-looking statements”. 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,” “would,” “intend,” “estimate,” “will,” “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 the Company operates and management’s beliefs and assumptions. The Company cannot guarantee that the financial results, plans, intentions, expectations or guidance disclosed in the forward-looking statements will be realized. Such forward-looking statements, and all phases of the Company’s 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 its forward-looking statements.

Such risks and uncertainties include or relate to, among other things, failure to properly estimate the charge and economic or other factors outside the Company's control which may impact the closure costs of the Ontario Landfill and the impact of the closure of the Ontario Landfill on the Company’s results of operations or financial condition. There are a number of other important risks and uncertainties that could cause the Company’s 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 the Company’s most recently filed Form 10-K for the fiscal year ended December 31, 2023, in Item 1A. “Risk Factors” in the Company’s most recently filed Form 10-Q and in other filings that the Company may make with the Securities and Exchange Commission in the future. The Company undertakes 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.

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.

CASELLA WASTE SYSTEMS, INC.

Date: December 10, 2024

By:

/s/ Bradford J. Helgeson

Bradford J. Helgeson

Executive Vice President and Chief Financial Officer

Cover Page Document	Dec. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 05, 2024
Entity Registrant Name	Casella Waste Systems, Inc.
Title of 12(b) Security	Class A common stock, $0.01 par value per share
Trading Symbol	CWST
Security Exchange Name	NASDAQ
Entity Address, Address Line One	25 Greens Hill Lane,
Entity Address, City or Town	Rutland,
Entity Address, State or Province	VT
City Area Code	802
Local Phone Number	775-0325
Written Communications	false
Entity Emerging Growth Company	false
Entity File Number	000-23211
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	03-0338873
Entity Address, Postal Zip Code	05701
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0000911177
Amendment Flag	false