Item 2.02 Results of Operations and Financial Condition.
On October 20, 2020, Casella Waste Systems, Inc. (the "Company") filed with the
Securities and Exchange Commission (the "SEC") a preliminary prospectus
supplement (the "Preliminary Prospectus Supplement") in connection with a
proposed public offering by the Company of shares of the Company's Class A
common stock. The Preliminary Prospectus Supplement contains a preliminary
estimated range of unaudited financial results of the Company for the three and
nine months ended September 30, 2020. Such preliminary financial results are
furnished in Exhibit 99.1 to this report and incorporated herein by reference.
The Company has not yet finalized its financial results for the three and nine
months ended September 30, 2020. The preliminary estimated financial results
have been prepared by, and are the responsibility of management, based upon
information available to the Company as of October 19, 2020. Neither the
Company's independent registered public accounting firm nor any other
independent registered public accounting firm has audited, reviewed or compiled,
examined or performed any procedures with respect to the preliminary estimated
financial results, nor have they expressed any opinion or any other form of
assurance on the preliminary estimated financial results. The preliminary
estimated financial results relating to the three and nine months ended
September 30, 2020 are subject to adjustment as a result of the completion of
the Company's financial statements, and the Company's actual results may differ
materially from the preliminary estimated results.
The Company is furnishing the information contained in Item 2.02 of this report,
including Exhibit 99.1 attached hereto, pursuant to Item 2.02 of Form 8-K
promulgated by the SEC. Such information shall not be deemed to be "filed" with
the SEC for the 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 to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
As noted above, on October 20, 2020, the Company filed the Preliminary
Prospectus Supplement with the SEC in connection with a proposed public offering
by the Company of shares of the Company's Class A common stock. The Preliminary
Prospectus Supplement contains updated information with respect to certain
aspects of the Company's business and certain updated risk factors. Accordingly,
the Company is filing this information with this report under the Exchange Act
for the purpose of updating the disclosures contained in the Company's prior
filings with the SEC, including the Company's Annual Report on Form 10-K for the
year ended December 31, 2019, filed with the SEC on February 21, 2020, the
Company's Quarterly Report on Form 10-Q for the three months ended March 31,
2020, filed with the SEC on May 8, 2020, and the Company's Quarterly Report on
Form 10-Q for the three months ended June 30, 2020, filed with the SEC on
August 4, 2020. The updated disclosure is filed herewith as Exhibit 99.2 and is
incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy the Company's Class A common stock nor shall
there be any offer, solicitation or sale of the Company's Class A common stock
in any state in which such offer, solicitation or sale would be unlawful.
Safe Harbor Statement
Certain matters discussed in this Current Report on Form 8-K and the exhibits
attached hereto, including, but not limited to, the statements regarding the
Company's intentions, beliefs or current expectations concerning, among other
things, the preliminary estimated financial results for the three and nine
months ended September 30, 2020; the completion of the proposed public offering;
the Company's financial performance, financial condition, operations and
services, prospects, and growth strategies, 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 the Company operates and management's beliefs and
assumptions. There can be no assurance that the Company will be able to complete
the proposed offering and the Company cannot guarantee that it actually will
achieve the plans, intentions or expectations disclosed in the forward-looking
statements made. Such forward-looking statements involve a number of risks and
uncertainties, any one or more of which could cause actual results to differ
materially from those described in the Company's forward-looking statements.
Such risks and uncertainties include or relate to, among other things: risks and
uncertainties relating to the satisfaction of customary closing conditions
related to the proposed public offering and the impact of general economic,
industry or political conditions in the United States or internationally.
Additional risks and uncertainties relating to the proposed offering, the
Company and its business are discussed in the Preliminary Prospectus Supplement.
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 "Risk Factors" in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, the Company's
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020
and June 30, 2020, and in other filings that the Company may make with the SEC
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit Description
99.1 Preliminary Financial Results - Three and Nine Months Ended
September 30, 2020.
99.2 Updated Business Disclosure.
101.SCH Inline XBRL Taxonomy Extension Schema Document.**
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document.**
101.LAB Inline XBRL Taxonomy Label Linkbase Document.**
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.**
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.**
104 Cover Page Interactive Data File (formatted as inline XBRL with
applicable taxonomy extension information contained in Exhibits 101).
** Submitted Electronically Herewith.
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