Urges Stockholders to Vote the WHITE Proxy Card
Casella Waste Systems, Inc. (Nasdaq:CWST) (“Casella” or the “Company”), a regional solid waste, recycling, and
resource management services company, today announced that, in
connection with its 2015 Annual Meeting of Stockholders to be held
on November 6, 2015 (the “2015 Annual
Meeting”), its Board of Directors has issued a letter to
Casella’s stockholders.
This Smart News Release features multimedia.
View the full release here:
http://www.businesswire.com/news/home/20150928005479/en/
The letter, which includes a WHITE proxy card, outlines the significant
and decisive actions that Casella’s Board and management have taken
to enhance Casella’s long-term prospects and best position Casella
to create value for its stockholders, and recommends that
stockholders vote on the WHITE
proxy card FOR the election of
all three of Casella's highly qualified and very experienced
nominees, John W. Casella, William P.
Hulligan and James E. O’Connor. Stockholders are
therefore urged to promptly vote the WHITE proxy card via internet, telephone or
mail by following the instructions provided. The Board also urges
stockholders to discard any gold proxy card or voting instruction
form they may receive from the JCP Group.
As previously disclosed, JCP Investment Management, LLC and the
other participants in its solicitation (the “JCP Group”) have
indicated that they intend to conduct a proxy contest and seek the
election at the 2015 Annual Meeting of two director candidates in
opposition to the highly qualified and very experienced nominees
unanimously recommended by the Casella Board. In order for
stockholders to have access to all relevant information concerning
the 2015 Annual Meeting that Casella has made available, the
Company has developed a website focused on the 2015 Annual Meeting,
which is accessible at www.casellashareholders.com.
The full text of the letter is as follows:
September 28, 2015
Dear Fellow Casella Stockholder:
2015 has been an exciting year for Casella Waste Systems, Inc.
We believe the transformative process we began two and a half years
ago to reconstitute and strengthen our management team, simplify
and streamline our business, reduce our exposure to risk, increase
our cash flows, improve our financial performance and position
Casella for long-term growth and profitability is beginning to be
reflected in our financial results and our stock price. We also
believe that Casella is at a pivotal moment in its history and we
are pursuing the right strategy for growing stockholder value.
While your Board has been taking decisive action to enhance the
value of your investment in Casella, JCP Investment Management,
LLC, a dissident investor led by James C. Pappas that began
accumulating its shares in Casella in May 2014, is seeking to
disrupt our strategic trajectory. JCP is waging a proxy contest to
elect its own candidates, including Mr. Pappas, to your Board at
our upcoming 2015 Annual Meeting to be held on Friday, November 6,
2015.
Over the past two and a half years, Casella has achieved
significant progress and momentum in executing on its strategy,
improving its financial and operating performance and growing
stockholder value. As such, we question the judgment and logic of
JCP in forcing upon Casella a costly and distracting proxy contest
to replace highly qualified, experienced and valued members of your
Board with its own candidates without providing stockholders with
any credible arguments as to why its candidates, one of whom has no
waste management industry experience whatsoever and one of whom has
never served on a public company’s board of directors, are more
qualified than your Board’s nominees to drive further stockholder
value creation. We do not believe that JCP has proposed any
director candidates who have experiences and competencies that
would expand the depth and breadth of your Board. Nor has JCP
shared with Casella’s management or your Board an alternative
strategic plan or any specific ideas for improving Casella’s
prospects or enhancing stockholder value.
You now have an extremely important decision to make about the
future of Casella and who should oversee Casella’s ongoing efforts
to further improve its financial and operating performance and grow
stockholder value. Once you review the facts, we hope you will
agree to vote on the WHITE
proxy card FOR ALL your Board’s
nominees – John W. Casella, William P.
Hulligan and James E. O’Connor – standing for election
to your Board at this year’s Annual Meeting. Your Board urges you
to sign and return the enclosed WHITE proxy card TODAY and vote FOR
ALL your Board’s nominees. We urge you not to sign or
return any gold proxy card you receive from JCP.
YOUR BOARD HAS TAKEN DECISIVE ACTION TO
DRIVE CASELLA’S STRATEGIC EXECUTION, DRIVE IMPROVED OPERATING AND
FINANCIAL RESULTS, ENHANCE CASELLA’S LONG-TERM PROSPECTS AND
POSITION CASELLA TO CREATE VALUE FOR ITS STOCKHOLDERS
Over the past two and a half years, we have refocused our
efforts and simplified our business structure. In December 2012, we
recognized the need for a change in direction and thinking, and as
such, we took the decisive steps to recast the senior management
team by promoting Ed Johnson to the role of President & Chief
Operating Officer as well as promoting Ned Coletta to the role of
Chief Financial Officer. Under the leadership of John W. Casella,
our Chairman and CEO, the team worked together to reset the
strategic direction of the organization. In early 2013, we launched
a comprehensive multi-year plan that we believed would improve our
financial and operating performance, while reducing risk.
We believe we have executed extremely well against this plan
over the past two and a half years, as demonstrated in our improved
financial performance.
[Please see multimedia assets 1 and 2.]
We have improved our performance and reduced exposure to risk by
divesting or closing operations that did not fit within our core
strategy and by focusing management’s attention and Casella’s
capital resources on core operations to drive continued growth.
Put plainly, by focusing on our core operations, we have
significantly improved performance -- and we believe that our
focused strategy provides a strong backbone for additional value
creation.
Most recently, in July 2015, we reported second quarter results
that we believe showed significant improvements in our financial
performance. Revenues and Adjusted EBITDA were up 4.7% and 8.4%
from the same period in 2014.2 With our improved operating
performance and disciplined capital allocation, we generated strong
cash flows in the second quarter and paid down $18.7 million of
long-term debt from March 31, 2015 to June 30, 2015.
NEXT STEPS: CONTINUE TO IMPROVE FREE CASH
FLOW, FURTHER REDUCING LEVERAGE
Early this summer, we refreshed our strategic plan since we had
substantially completed the objectives we committed to in early
2013. Our newly launched plan focuses on further improving Free
Cash Flow and reducing debt leverage through a focus in the
following areas:
- Increasing landfill returns by
maximizing annual capacity utilization in our Western Region and
driving pricing in excess of inflation in the disposal capacity
constrained markets in our Eastern Region;
- Driving additional profitability of our
collection operations through profitable revenue growth, operating
efficiencies and selling or swapping under-performing routes or
operations;
- Creating incremental value through our
resource solutions offerings in our recycling, organics, and
customer solutions operations; and
- Improving our balance sheet and
reducing risk through continued capital discipline and a focus on
debt repayment with excess cash flows.
OUR DECISIVE ACTIONS TO TRANSFORM CASELLA
AND THE SUCCESS OF OUR STRATEGY ARE NOT GOING UNNOTICED
Our decisive actions to transform and reposition Casella, and
our improved financial and operating performance, which we believe
is attributable to our strategy, are not going unnoticed. In
September 2015, Casella was named an Equity and Industry
Research Best Ideas: Selecting Stocks to Outperform in a Volatile
Environment, by Imperial Capital at its Global Opportunities
Conference. Casella was 1 of 17 companies selected as a “Best Idea”
by Imperial Capital.
As the stock chart below indicates, we have generated a
significant increase in stockholder value since the beginning of
the year which we believe is attributable to the success we have
had in executing our strategy, strengthening our management team,
reducing our risk, exiting non-core businesses and improving our
financial and operating performance.
[Please see multimedia asset 3.]
CASELLA’S NOMINEES ARE HIGHLY QUALIFIED AND
JOIN A REFRESHED BOARD OVERSEEING OUR EFFORTS TO DRIVE STOCKHOLDER
VALUE
We believe that there are very real and stark differences
between our nominees, John W. Casella,
William P. Hulligan and James E. O’Connor, and the
candidates proposed by JCP. We believe our director nominees are
highly qualified and each have the integrity, knowledge, breadth of
relevant and diverse experience and commitment necessary to
navigate Casella through the complex, dynamic and challenging
business environment in which we operate and to oversee our ongoing
efforts to drive stockholder value.
JOHN W. CASELLA - Director since 1993Chairman & Chief
Executive Officer of Casella Waste Systems, Inc.
- Possesses close to 40 years of waste
management industry experience and extensive operational and
industry expertise relevant to our markets, most notably the
regulatory, competitive and political sectors
- Understands the business and culture –
has devoted his entire career to building Casella into one of the
most respected regional waste management companies in the U.S.
- One of the two largest individual
stockholders in Casella
- Led Casella’s strategic repositioning
and transformation over the last 2.5 years
JAMES E. O'CONNOR - Director since 2015Retired Chairman &
Chief Executive Officer of Republic Services, Inc.
- Industry veteran who brings over 40
years of waste management industry experience
- Former Chairman and CEO of Republic
Services, Inc., the second largest waste management company in
North America, which, during his tenure, grew from $1.4 billion in
annual revenues to $8 billion in annual revenues, making it one of
the largest waste management companies in the world
- Previously spent close to 30 years at
Waste Management, Inc. where he held various senior management
positions
- Member of the Board of Directors of
Clean Energy Fuels Corp. and the Canadian National Railway
Company
WILLIAM P. HULLIGAN - Director since 2015Former President and
Chief Operating Officer of Progressive Waste Solutions Ltd.
- Industry veteran who brings over 40
years of waste management industry experience
- Former President and COO of Progressive
Waste Solutions Ltd., the third largest waste management company in
North America
- Former EVP of North America Operations
of Waste Services, Inc.
- Over 20 years at Waste Management,
Inc., the largest waste management company in North America, where
he held various senior management positions, including EVP. During
his tenure, Waste Management’s annual revenue grew from
approximately $1 billion to more than $6 billion
- Previously served as a member of the
Board of Directors of two publicly-traded waste management
companies
Your Board believes that our newest independent directors and
nominees, Messrs. Hulligan and O’Connor (both of whom have joined
your Board within the past six months), are two of the most
experienced, accomplished and admired individuals in the waste
management industry and believe that both bring to your Board a
proven record of success in leading and growing waste management
businesses and creating stockholder value. We believe that their
extensive senior management and governance experience at leading
waste management companies and track record of driving growth and
stockholder value creation will be extremely valuable to Casella as
we continue to execute on our ongoing strategic initiatives to
drive revenues and enhance profitability.
If Messrs. Casella, Hulligan and O’Connor are re-elected at the
2015 Annual Meeting, your Board would be composed of nine
directors, all of whom we believe to be highly qualified directors
dedicated to serving the best interests of all stockholders. Of
these nine directors, seven would be independent and four would
have joined your Board since 2008, bringing fresh perspectives and
relevant business experience to your Board. Further, your Board
would collectively possess a broad and diverse set of skills,
experiences and insights in the areas of solid waste collection,
recycling, disposal services, operations, accounting, finance,
investment banking, mergers and acquisitions, capital markets,
capital allocation, capital structure, risk management, and
strategic planning.
The appointments of Messrs. Hulligan and O’Connor as new
independent directors reflect your Board’s continuing commitment to
recruit new independent and highly qualified directors who have
perspectives, experiences and competencies that expand the Board’s
scope and depth. Here is what third party analysts had to say about
the appointments:
"The appointment of Bill Hulligan, former president and COO
of Progressive Waste Solutions, follows on the heels of former
Republic Services CEO Jim O'Connor's addition to the board. We view
both as strong industry executives who are well suited to make
substantial contributions to Casella…. We take
Hulligan's indication he had previously purchased 100,000
shares of Casella's stock as an additional sign of his confidence
in the company's prospects."– Corey Greendale, Senior Vice
President, First Analysis Securities Corp., September 2, 2015
"We believe the board appointments provide evidence of its
commitment to improving corporate governance and strengthening
management oversight."– Scott Levine/Brian Denes, Imperial
Capital, September 4, 2015
JCP’S NOMINEES WOULD NOT BRING TO THE
CASELLA BOARD ANY RELEVANT EXPERIENCE, SKILLS OR COMPETENCIES NOT
ALREADY PRESENT AMONG CURRENT CASELLA BOARD MEMBERS
We question JCP’s choice of nominees to replace two of your
Board’s most highly qualified, experienced and valued directors –
John W. Casella and William P. Hulligan. We do not believe that any
of JCP’s nominees can be said to have experience comparable to that
of either of the two members of your Board that JCP is seeking to
replace. Further, we do not believe that any of JCP’s nominees
would bring to the Casella Board any relevant insights,
perspectives, skills or competencies not already present among the
current members of the Casella Board. Consider the following with
respect to JCP’s two proposed director candidates:
- JCP Nominee Brett W. Frazier –
Mr. Frazier has no public company board
experience. His board experience is limited to
serving on the board of directors of his local country club.
Accordingly, Mr. Frazier has no experience, as a public company
board member, overseeing management, directly developing or
implementing strategies to enhance long-term stockholder value or
fulfilling the important fiduciary duties owed to stockholders by
the directors of a public company.
- JCP Nominee James C. Pappas -
Mr. Pappas has no experience in the waste
management industry, either as an executive or as a
member of a board of directors. Furthermore, while Mr. Pappas
refers to his relatively short tenure of working less than three
(3) years in investment banking as a “career with major investment
banking firms,” the facts are that Mr. Pappas was employed during
that short period by two different firms, in each case as a
junior-level investment banking analyst. In addition, Mr. Pappas’
public company board experience has mostly been limited to
food-related companies. As such, we do not believe that Mr. Pappas
has any board or management experience, or even any substantial
investment banking experience, that would provide him with the
insights, experiences, skills and competencies, or industry
knowledge, that are relevant to Casella’s strategic
priorities.
OUR BOARD HAS TAKEN CONCRETE ACTION TO
ENHANCE ITS CORPORATE GOVERNANCE PRACTICES TO BE MORE CONSISTENT
WITH BEST PRACTICES
As part of your Board’s efforts to enhance its functionality and
its ability to serve the long-term interests of stockholders, and
in response to stockholder input, your Board has adopted the
following corporate governance enhancements which it believes are
consistent with best practices:
- a majority vote resignation policy for
the election of directors in uncontested elections which requires
that any incumbent nominee for your Board who does not receive more
votes “for” his or her election than votes “withheld” for his or
her election (with “abstentions” and “broker non-votes” not counted
as a vote “for” or “withheld” from such nominee’s election) to
tender his or her resignation to your Board;
- stock ownership guidelines applicable
to all executive officers (which supplements the stock ownership
guidelines that were already in place for the members of your
Board) that requires all executive officers to have a significant
personal investment in Casella through their ownership of Casella
shares;
- a compensation clawback policy
applicable to all executive officers;
- a policy restricting any hedging and
pledging activities by directors and executive officers with
respect to Casella’s securities, which is contained within
Casella’s insider trading policy;
- an amendment to Casella’s 2006 Stock
Incentive Plan to provide that your Board may not cancel in
exchange for a cash payment any outstanding option with an exercise
price per share above the then-current fair market value or take
any other action under the Plan that constitutes a “repricing”
within the meaning of the rules of the NASDAQ Stock Market;
and
- a policy providing that any new
employment agreements to be entered into by Casella will not
contain any provisions providing for gross-up payments for excise
taxes paid under Section 4999 of the Internal Revenue Code of 1986,
as amended.
WE HAVE ATTEMPTED ON NUMEROUS OCCASIONS TO
CONSTRUCTIVELY AND IN GOOD FAITH ENGAGE WITH JCP TO AVOID A PROXY
CONTEST
Casella maintains an open dialogue with all its stockholders,
and is always open to constructive input. As such, over the past 6
months, we have attempted on numerous occasions to constructively
and in good faith engage with JCP to hear its views on Casella.
However, over the course of numerous telephone discussions and even
an in-person meeting with our executive management at Casella’s
headquarters in Rutland, Vermont, JCP has not shared with Casella’s
management or your Board any suggestions for operational
improvements, an alternative strategic plan or any specific ideas
for improving Casella’s long-term prospects.
Despite our open dialogue with JCP and the good faith manner in
which we approached our discussions, the first time we heard any
interest from JCP in proposing director candidates was in April
2015, when we received their notice indicating their intent to
nominate three director candidates. In an attempt to avoid a costly
and distracting proxy contest, we made clear our willingness to
meet in-person with JCP’s nominees to assess whether JCP had
proposed any director candidates who have experiences and
competencies that could expand the depth and breadth of your Board.
JCP’s initial response was to refuse to allow us to meet or speak
with their director candidates or have their candidates complete
Casella’s standard director questionnaire, insisting that we first
reach agreement on a “settlement framework.” Eventually, JCP agreed
to allow us to conduct phone interviews with its proposed director
candidates but remained steadfast in refusing to allow us to
interview any of its director candidates in person or have its
candidates complete Casella’s standard director questionnaire.
Your Board is very amenable to adding to its membership
additional independent directors who would add to the depth and
breadth of its insights, perspectives, competencies and skills and
is receptive to considering and interviewing candidates referred to
us by a stockholder but such candidates must be committed to acting
in the best interests of ALL stockholders and must not be, in any
way, obligated or expected to serve or advocate for the interests
of any particular constituency. We question how serious JCP was
about having its proposed candidates serve as directors who would
represent the best interests of ALL stockholders when it would not
even allow them to meet with us in person or complete our standard
director questionnaire.
JCP LACKS ANY SPECIFIC PLANS ON HOW TO
ENHANCE STOCKHOLDER VALUE AT CASELLA
To date, JCP has failed to put forward any ideas to further
enhance Casella’s strong performance or enhance Casella’s long-term
prospects. In fact, in its most recent amended proxy filing with
the SEC, JCP openly stated the following in regards to their slate
of proposed nominees:
“The [JCP] Nominees do not have specific plans for the
Company…”
In addition, Mr. Pappas’ lack of any waste management industry
experience whatsoever, the fact that Mr. Pappas’ public company
board experience is mostly limited to food-related companies, and
Mr. Frazier’s lack of experience ever serving on a public company’s
board of directors calls in to question how they would better serve
the interests of stockholders if they were elected to your Board to
replace two of our most experienced and valued directors, both of
whom have extensive experience in the waste management industry and
both of whom have experience serving on one or more public company
boards.
The point is quite simple – despite their claimed “displeasure
with our performance,” JCP fails to acknowledge the progress we
have achieved in the past two and a half years and the momentum we
believe we have going forward, and has yet to put forward any sort
of credible plan of its own.
Unlike JCP and its nominees, we have a plan – a plan that
we believe is working and that we believe will continue to drive
positive results and strong momentum.
SUPPORT YOUR BOARD’S HIGHLY QUALIFIED
NOMINEES BY VOTING THE WHITE PROXY
CARD TODAY
The upcoming Annual Meeting is a significant event that could
determine the future of Casella. Your vote is important – no
matter how many shares you own – as no stockholder is too
small.
Whether or not you plan to attend the Annual Meeting, we urge
you to sign, date and return the enclosed WHITE proxy card in the postage-paid
envelope provided and vote FOR
ALL your Board’s highly qualified and very experienced
nominees – John W. Casella, William P.
Hulligan and James E. O’Connor. You may also vote by
telephone or Internet by following the instructions on the enclosed
WHITE proxy card.
We also urge you to discard any proxy card or voting instruction
form you may receive from JCP. Even a WITHHOLD vote with respect to
JCP’s nominees on its proxy card will cancel any proxy previously
given to Casella. If you previously signed a proxy card sent to you
by JCP, you can revoke that proxy card and vote for your Board’s
recommended nominees by voting a new WHITE proxy card. Only your latest-dated
proxy card will count. Your Board encourages you to vote each
WHITE proxy card you
receive.
On behalf of your Board of Directors, we thank you for your
continued support of the Company. We look forward to communicating
further with you in the coming weeks.
Sincerely,
John W. CasellaChairman & CEO
Gregory B. PetersLead Independent Director
If you have any questions, require
additional copies of Casella’s proxy materials or need assistance
in voting your WHITE proxy card,
please contact our proxy solicitor at the phone numbers or email
listed below:
MacKenzie Partners, Inc.
105 Madison AvenueNew York, New York 10016(212)
929-5500 (Call Collect) or Call Toll-Free (800) 322-2885Email:
proxy@mackenziepartners.com
Forward-Looking Statements
Certain matters discussed in this letter 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,” “would,”
“intend,” “estimate,” “guidance” and other similar expressions,
whether in the negative or affirmative. Similarly, statements that
describe the objectives, plans or goals of Casella are
forward-looking. Such forward-looking statements include, but are
not limited to, statements regarding the anticipated proxy contest
by JCP Investment Management, LLC and the other participants in its
solicitation, Casella’s initiatives to improve the Company’s
performance and increase its growth and profitability, Casella’s
future operational and financial performance, Casella’s actions
taken or contemplated to enhance its long-term prospects and
enhance value for its stockholders, Casella’s efforts to execute on
and implement its strategic plan, Casella’s plans to simplify its
business structure, Casella’s actions taken or contemplated with
respect to corporate and board governance, Casella’s plans to
improve its cash flows and reduce its risk exposure by divesting or
closing operations that do not fit within its core strategy,
Casella’s plans to strengthen its balance sheet, promote financial
flexibility and position the Company to achieve its target growth
trajectory and Casella’s plans to achieve its three (3) year
financial objectives and to drive additional value creation for the
benefit of all its stockholders. These forward-looking statements
are based on current expectations, estimates, forecasts and
projections and management’s current beliefs and assumptions and,
accordingly, are not guarantees of future performance. Such
forward-looking statements, and all phases of Casella’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 Casella’s forward-looking statements. There are a
number of important risks and uncertainties that could cause
Casella’s actual events to differ materially from those indicated
or implied by such forward-looking statements. These additional
risks and uncertainties include, without limitation, risks related
to the actions of JCP and other activist stockholders, including
the amount of related costs incurred by Casella and the disruption
caused to Casella’s business activities by these actions and those
risks detailed in Item 1A, “Risk Factors” in Casella’s Form 10-KT
for the transition period ended December 31, 2014, in its Form 10-Q
for the quarterly period ended June 30, 2015 and in its subsequent
filings with the SEC. Accordingly, you should not rely upon
forward-looking statements as a prediction of actual results.
Casella 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.
Important Information And Where To Find It
Casella, its directors and certain of its executive officers are
deemed to be participants in the solicitation of proxies from
Casella’s stockholders in connection with the matters to be
considered at Casella’s 2015 Annual Meeting of Stockholders. On
September 22, 2015, Casella filed a definitive proxy statement and
accompanying definitive WHITE proxy card with the Securities
and Exchange Commission (“SEC”) in
connection with the solicitation of proxies from Casella
stockholders in connection with the matters to be considered at
Casella’s 2015 Annual Meeting of Stockholders. Information
regarding the identity of participants, and their direct or
indirect interests, by security holdings or otherwise, is set forth
in such definitive proxy statement, including the schedules and
appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING
WHITE PROXY CARD AND OTHER DOCUMENTS
FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain the definitive proxy
statement, any amendments or supplements to the definitive proxy
statement, the accompanying definitive WHITE proxy card, and any other
documents filed by Casella with the SEC for no charge at the SEC’s
website at www.sec.gov. Copies are also available at no charge at
the Investor Relations section of Casella’s corporate website at
www.casella.com, by writing to Casella’s Corporate Secretary at
Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, VT
05701, or by calling Casella’s Corporate Secretary at
(802) 772-2257.
Disclaimer
Casella has neither sought nor obtained the consent from any
third party to use any statements or information contained in this
letter that have been obtained or derived from statements made or
published by such third parties. Any such statements or information
should not be viewed as indicating the support of such third
parties for the views expressed herein.
Non-GAAP Financial Measure
As noted above, in addition to disclosing financial results
prepared in accordance with Generally Accepted Accounting
Principles in the United States (“GAAP”), Casella also discloses
earnings before interest, taxes, depreciation and amortization,
adjusted for accretion, depletion of landfill operating lease
obligations, gain on sale of assets, development project charge
write-offs, legal settlement costs, tax settlement costs, bargain
purchase gains, asset impairment charges, environmental remediation
charges, severance and reorganization costs, (gains) expenses from
divestiture, acquisition and financing costs, gains on the
settlement of acquisition related contingent consideration, fiscal
year-end transition costs, proxy contest costs, as well as impacts
from divestiture transactions (“Adjusted EBITDA”) which is a
non-GAAP measure. Adjusted EBITDA is reconciled to net income
(loss).
Non-GAAP financial measures are not in accordance with or an
alternative for GAAP. Adjusted EBITDA should not be considered in
isolation from or as a substitute for financial information
presented in accordance with GAAP, and may be different from
Adjusted EBITDA presented by other companies.
[Please see multimedia asset 4.]
Casella is being advised in connection with the proxy contest by
Wilmer Cutler Pickering Hale and Dorr LLP and Morgan, Lewis &
Bockius LLP. Mackenzie Partners, Inc. is serving as Casella’s proxy
solicitor.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont,
provides solid waste management services consisting of collection,
transfer, disposal, and recycling services in the northeastern
United States. For further information, investors may contact Ned
Coletta, Chief Financial Officer at (802) 772-2239; media may
contact Joseph Fusco, Vice President at (802) 772-2247; and anyone
may visit the Company's website at http://www.casella.com.
Forward-Looking Statements
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 “believe,” “expect,” “anticipate,” “plan,”
“may,” “would,” “intend,” “estimate,” “guidance” and other similar
expressions, whether in the negative or affirmative. Similarly,
statements that describe the objectives, plans or goals of Casella
are forward-looking. Such forward-looking statements include, but
are not limited to, statements regarding the anticipated proxy
contest by JCP Investment Management, LLC and the other
participants in its solicitation, Casella’s initiatives to improve
the Company’s performance and increase its growth and
profitability, Casella’s future operational and financial
performance, Casella’s actions taken or contemplated to enhance its
long-term prospects and enhance value for its stockholders,
Casella’s efforts to execute on and implement its strategic plan,
Casella’s plans to simplify its business structure, Casella’s
actions taken or contemplated with respect to corporate and board
governance, Casella’s plans to improve its cash flows and reduce
its risk exposure by divesting or closing operations that do not
fit within its core strategy, Casella’s plans to strengthen its
balance sheet, promote financial flexibility and position the
Company to achieve its target growth trajectory and Casella’s plans
to achieve its three (3) year financial objectives and to drive
additional value creation for the benefit of all its stockholders.
These forward-looking statements are based on current expectations,
estimates, forecasts and projections and management’s current
beliefs and assumptions and, accordingly, are not guarantees of
future performance. Such forward-looking statements, and all phases
of Casella’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 Casella’s
forward-looking statements. There are a number of important risks
and uncertainties that could cause Casella’s actual events to
differ materially from those indicated or implied by such
forward-looking statements. These additional risks and
uncertainties include, without limitation, risks related to the
actions of JCP and other activist stockholders, including the
amount of related costs incurred by Casella and the disruption
caused to Casella’s business activities by these actions and those
risks detailed in Item 1A, “Risk Factors” in Casella’s Form 10-KT
for the transition period ended December 31, 2014, in its Form 10-Q
for the quarterly period ended June 30, 2015 and in its subsequent
filings with the SEC. Accordingly, you should not rely upon
forward-looking statements as a prediction of actual results.
Casella 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.
Important Additional Information And Where To Find It
Casella, its directors and certain of its executive officers are
deemed to be participants in the solicitation of proxies from
Casella’s stockholders in connection with the matters to be
considered at Casella’s 2015 Annual Meeting of Stockholders. On
September 22, 2015, Casella filed a definitive proxy statement and
accompanying definitive WHITE proxy card with the Securities
and Exchange Commission (“SEC”) in
connection with the solicitation of proxies from Casella
stockholders in connection with the matters to be considered at
Casella’s 2015 Annual Meeting of Stockholders. Information
regarding the identity of participants, and their direct or
indirect interests, by security holdings or otherwise, is set forth
in such definitive proxy statement, including the schedules and
appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING
WHITE PROXY CARD AND OTHER DOCUMENTS
FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain the definitive proxy
statement, any amendments or supplements to the definitive proxy
statement, the accompanying definitive WHITE proxy card, and any other
documents filed by Casella with the SEC for no charge at the SEC’s
website at www.sec.gov. Copies are also available at no charge at
the Investor Relations section of Casella’s corporate website at
www.casella.com, by writing to Casella’s Corporate Secretary at
Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, VT
05701, or by calling Casella’s Corporate Secretary at
(802) 772-2257.
1 Calendar Year 2015 Guidance as updated/reaffirmed on
7/29/15.
2 Casella presents Adjusted EBITDA, a non-GAAP measure, because
it considers it an important supplemental measure of its
performance and believes it is frequently used by securities
analysts, investors and other interested parties in the evaluation
of Casella’s results. Management uses Adjusted EBITDA to further
understand Casella’s “core operating performance.” Casella believes
its “core operating performance” is helpful in understanding its
ongoing performance in the ordinary course of operations. Casella
believes that providing Adjusted EBITDA to investors, in addition
to the corresponding income statement measures, affords investors
the benefit of viewing its performance using the same financial
metrics that the management team uses in making many key decisions
and understanding how the core business and its results of
operations has performed. Casella further believes that providing
this information allows its investors greater transparency and a
better understanding of its core financial performance. In
addition, the instruments governing Casella’s indebtedness use
EBITDA (with additional adjustments) to measure its compliance with
covenants. Please refer to the appendix for further information on
our use of non-GAAP measures, including a reconciliation of
Adjusted EBITDA to net income (loss). Net income (loss) for the
periods presented above was ($54.4) for the fiscal year ended
4/30/13, ($27.4) for the fiscal year ended 4/30/14, ($29.1) for the
calendar year ended 12/31/14 and ($12.1) for the twelve months
ended June 30, 2015.
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version on businesswire.com: http://www.businesswire.com/news/home/20150928005479/en/
Casella Waste Systems, Inc.Investors:Ned Coletta,
802-772-2239Chief Financial OfficerorMedia:Joseph Fusco,
802-772-2247Vice PresidentorSard Verbinnen & Co.Mark
Harnett/Zachary Tramonti, 212-687-8080
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