NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except for per share data)
1. BASIS OF PRESENTATION
Casella Waste Systems, Inc. (Parent), its wholly-owned subsidiaries and certain partially owned entities over which it
has a controlling financial interest (collectively, we, us or our) is a regional, vertically-integrated solid waste services company that provides collection, transfer, disposal, landfill, landfill gas-to-energy,
recycling and organics services in the northeastern United States. We market recyclable metals, aluminum, plastics, paper and corrugated cardboard, which have been processed at our recycling facilities, as well as recyclables purchased from third
parties. We manage our solid waste operations on a geographic basis through two regional operating segments, the Eastern and Western regions, each of which includes a full range of solid waste services, and our larger-scale recycling and commodity
brokerage operations through our Recycling segment. Organics services, ancillary operations, major customer accounts, discontinued operations and earnings from equity method investees are included in our Other segment.
The consolidated financial statements as of July 31, 2013 and for the three months ended July 31, 2013 and 2012 are unaudited. The accompanying
unaudited consolidated financial statements, which include the accounts of the Parent, its wholly-owned subsidiaries and certain partially owned entities over which it has a controlling financial interest, have been prepared in accordance with
generally accepted accounting principles in the United States (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). All intercompany accounts and transactions are eliminated in
consolidation. Investments in entities in which we do not have a controlling financial interest are accounted for under either the equity method or cost method of accounting, as appropriate. Assets and liabilities of discontinued operations and
assets held-for-sale are segregated from those of continuing operations and reported in separate captions in the balance sheet, as applicable. The results of operations that have been disposed of or classified as held-for-sale and qualify for
discontinued operations accounting are reported in discontinued operations, as applicable. Our significant accounting policies are more fully discussed in Item 8 of our Annual Report on Form 10-K for the year ended April 30, 2013, which
was filed with the SEC on June 27, 2013.
Preparation of our unaudited consolidated financial statements in accordance with GAAP requires
management to make certain estimates and assumptions. These estimates and assumptions affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions
because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision given the available data or simply cannot be readily calculated. In the opinion of management, these unaudited consolidated
financial statements include all adjustments, which include normal recurring and nonrecurring adjustments, necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The results for
the three months ended July 31, 2013 may not be indicative of the results for any other interim period or the fiscal year ending April 30, 2014. The unaudited consolidated financial statements presented herein should be read in conjunction
with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended April 30, 2013.
We
consider events or transactions that have occurred after the unaudited consolidated balance sheet date of July 31, 2013, but prior to the filing of the unaudited consolidated financial statements with the SEC on this Form 10-Q. We have
evaluated subsequent events through the filing date of this Quarterly Report on Form 10-Q with the SEC.
Reclassifications
We have made reclassifications to the April 30, 2013 balance sheet, including a reclassification to properly state the current deferred income tax
asset and the non-current deferred income tax liability. The reclassifications had no effect on the previously reported results of operations or retained earnings.
New Accounting Pronouncements Pending Adoption
Income Taxes
In July 2013, the Financial Accounting Standards Board (FASB) issued an accounting standards update for the reporting of an unrecognized tax
benefit, or portion thereof, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The update provides an exception, requiring the unrecognized tax benefit to be presented in
the financial statements as a liability when the carryforward is not available at the reporting date under the tax laws to settle additional income taxes that would result for the disallowance of a tax provision or the tax laws do not require the
entity to use, and the entity does not intend to use, the deferred tax asset for such purpose. This guidance is effective prospectively, with retrospective application permitted, for annual periods, and interim reporting periods within those years,
beginning after December 15, 2013, with early adoption permitted. We do not expect a material impact on our consolidated financial position or results of operations as a result of adopting this standard.
10
Adoption of New Accounting Pronouncements
Comprehensive Income
In February 2013, the FASB issued an accounting standards
update for the reporting of reclassifications out of accumulated other comprehensive income (loss). This guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income (loss) on the
respective line items in net income (loss) if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income (loss). For other amounts not required under GAAP to be reclassified in their entirety to net income
(loss) in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This guidance is effective prospectively for annual and interim reporting periods
within those years, beginning after December 15, 2012. We adopted this guidance effective May 1, 2013 and it only impacts the presentation of our financial statements by requiring additional disclosure and does not impact our consolidated
financial position or results of operations. See Note 7 for presentation of the information required by this accounting standards update.
Indefinite-Lived Intangible Assets Impairment Test
In July 2012, the FASB issued an accounting standards update on indefinite-lived intangible assets impairment testing. This guidance permits an entity to first assess qualitative factors to determine
whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. If after assessing the totality of events or
circumstances, an entity determines that it is not more likely than not that the indefinite-lived intangible assets are impaired, then the entity will not need to perform the quantitative impairment test in accordance with FASB Accounting Standards
Codification (ASC) 350-30. This guidance is effective for annual and interim indefinite-lived assets impairment tests performed for annual reporting periods beginning after September 15, 2012, with early adoption permitted. We
adopted this guidance effective May 1, 2013 and it only impacts the presentation of our financial statements by requiring additional disclosure, as applicable, and does not impact our consolidated financial position or results of operations.
Disclosures About Offsetting Assets and Liabilities
In December 2011, the FASB issued an accounting standards update regarding the disclosure of offsetting assets and liabilities in financial statements. This guidance requires an entity to disclose both
gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The objective
of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting
Standards. In January 2013, the FASB issued an accounting standards update to address implementation issues about the December 2011 accounting standards update by clarifying the scope of the offsetting disclosures. This guidance is effective for
annual and interim reporting periods within those years, beginning on or after January 1, 2013. We adopted this guidance effective May 1, 2013 and it only impacts the presentation of our financial statements by requiring additional
disclosure, as applicable, and does not impact our consolidated financial position or results of operations.
2. BUSINESS ACQUISITIONS
During the three months ended July 31, 2013, we did not acquire any businesses. During the three months ended July 31, 2012,
we acquired a solid waste hauling operation in the Western region for total consideration of $3,500, including $3,150 in cash and $350 in holdbacks to the sellers. The operating results of this business is included in the accompanying unaudited
consolidated statements of operations from the date of acquisition, and the purchase price has been allocated to the net assets acquired based on fair values at the date of acquisition, with the residual amounts recorded as goodwill. Acquired
intangible assets other than goodwill that are subject to amortization include client lists and non-compete covenants. These are amortized over a five to ten year period from the date of acquisition. All amounts recorded to goodwill are expected to
be deductible for tax purposes. The purchase price allocated to net assets acquired and the residual amount allocated to goodwill during the three months ended July 31, 2013 and 2012 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
July
31,
|
|
|
|
2013
|
|
|
2012
|
|
Equipment
|
|
$
|
|
|
|
$
|
2,225
|
|
Goodwill
|
|
|
|
|
|
|
810
|
|
Intangible assets
|
|
|
|
|
|
|
546
|
|
Current liabilities
|
|
|
|
|
|
|
(81
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
3,500
|
|
|
|
|
|
|
|
|
|
|
11
The following unaudited pro forma combined financial information shows the results of our operations for the
three months ended July 31, 2013 and 2012 as though each of the acquisitions made in the twelve months ended April 30, 2013 had occurred as of May 1, 2012.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 31,
|
|
|
|
2013
|
|
|
2012
|
|
Revenue
|
|
$
|
128,558
|
|
|
$
|
121,851
|
|
Operating income
|
|
$
|
9,737
|
|
|
$
|
6,105
|
|
Net loss attributable to common stockholders
|
|
$
|
(191
|
)
|
|
$
|
(8,506
|
)
|
Basic and diluted loss per common share attributable to common stockholders
|
|
$
|
(0.00
|
)
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
39,662
|
|
|
|
26,992
|
|
|
|
|
|
|
|
|
|
|
The pro forma results set forth in the table above have been prepared for comparative purposes only and are not
necessarily indicative of the actual results of operations had the acquisitions occurred as of May 1, 2012 or the results of our future operations. Furthermore, the pro forma results do not give effect to all cost savings or incremental
costs that may occur as a result of the integration and consolidation of the completed acquisitions.
3. INTANGIBLE ASSETS
Intangible assets as of July 31, 2013 and April 30, 2013 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Covenants
Not-to-
Compete
|
|
|
Client Lists
|
|
|
Total
|
|
Balance, July 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
$
|
17,043
|
|
|
$
|
11,660
|
|
|
$
|
28,703
|
|
Less accumulated amortization
|
|
|
(14,939
|
)
|
|
|
(2,612
|
)
|
|
|
(17,551
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,104
|
|
|
$
|
9,048
|
|
|
$
|
11,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Covenants
Not-to-
Compete
|
|
|
Client Lists
|
|
|
Total
|
|
Balance, April 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
$
|
17,043
|
|
|
$
|
11,660
|
|
|
$
|
28,703
|
|
Less accumulated amortization
|
|
|
(14,800
|
)
|
|
|
(2,229
|
)
|
|
|
(17,029
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,243
|
|
|
$
|
9,431
|
|
|
$
|
11,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible amortization expense for the three months ended July 31, 2013 and 2012 was $522 and $190, respectively.
The intangible amortization expense estimated for the five fiscal years following fiscal year 2013 and thereafter is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Thereafter
|
|
$1,538
|
|
$
|
2,045
|
|
|
$
|
1,625
|
|
|
$
|
1,333
|
|
|
$
|
1,217
|
|
|
$
|
3,394
|
|
12
4. ACCRUED CAPPING, CLOSURE AND POST CLOSURE
Accrued capping, closure and post-closure costs include the current and non-current portion of costs associated with obligations for
closure and post-closure of our landfills. We estimate our future capping, closure and post-closure costs in order to determine the capping, closure and post-closure expense per ton of waste placed into each landfill. The anticipated timeframe for
paying these costs varies based on the remaining useful life of each landfill, as well as the duration of the post-closure monitoring period. The changes to accrued capping, closure and post-closure liabilities for the three months ended
July 31, 2013 and 2012 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
July
31,
|
|
|
|
2013
|
|
|
2012
|
|
Beginning balance
|
|
$
|
43,170
|
|
|
$
|
39,629
|
|
Obligations incurred
|
|
|
877
|
|
|
|
1,084
|
|
Accretion expense
|
|
|
1,011
|
|
|
|
899
|
|
Payments
|
|
|
(309
|
)
|
|
|
(1,119
|
)
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
44,749
|
|
|
$
|
40,493
|
|
|
|
|
|
|
|
|
|
|
5. LONG-TERM DEBT
Amendment of Senior Credit Facility
On June 25, 2013, we entered into a third amendment under our revolving credit and letter of credit facility due March 18, 2016 (the Senior Credit Facility). This amendment adjusted
our financial covenants, loosening our minimum interest coverage ratio and our maximum consolidated total funded debt to consolidated EBITDA ratio and reducing our maximum senior funded debt to consolidated EBITDA ratio and maximum allowed fiscal
year capital expenditures. As of July 31, 2013, these covenants restrict fiscal year capital expenditures to 1.1 times our consolidated depreciation expense, depletion expense and landfill amortization expense, set a minimum interest coverage
ratio of 2.25, a maximum consolidated total funded debt to consolidated EBITDA ratio of 5.85 and a maximum senior funded debt to consolidated EBITDA ratio of 2.50. In addition to the financial covenants described above, the Senior Credit Facility
also contains a number of important negative covenants which restrict, among other things, our ability to sell assets, pay dividends, invest in non-wholly owned entities, repurchase stock, incur debt, grant liens and issue preferred stock. As of
July 31, 2013, we were in compliance with all covenants under the indenture governing our Senior Credit Facility. We do not believe that these restrictions impact our ability to meet future liquidity needs, except that they may limit our
ability to increase our investments in non-wholly owned entities, including the joint ventures to which we are already party to.
6. CONTINGENCIES
Legal Proceedings
In
the ordinary course of our business and as a result of the extensive governmental regulation of the solid waste industry, we are subject to various judicial and administrative proceedings involving state and local agencies. In these proceedings, an
agency may seek to impose fines or to revoke or deny renewal of an operating permit held by us. From time to time, we may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the
permitting and licensing of landfills and transfer stations, or alleging environmental damage or violations of the permits and licenses pursuant to which we operate. In addition, we have been named defendants in various claims and suits pending for
alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the ordinary operation of the waste management business.
In accordance with FASB ASC 450-20, we accrue for legal proceedings when losses become probable and reasonably estimable. As of the end of each
applicable reporting period, we review each of our legal proceedings to determine whether it is probable, reasonably possible or remote that a liability has been incurred and, if it is at least reasonably possible, whether a range of loss can be
reasonably estimated under the provisions of FASB ASC 450-20. In instances where we determine that a loss is probable and we can reasonably estimate a range of losses we may incur with respect to such a matter, we record an accrual for the amount
within the range that constitutes our best estimate of the possible loss. If we are able to reasonably estimate a range, but no amount within the range appears to be a better estimate than any other, we record an accrual in the amount that
13
is the low end of such range. When a loss is reasonably possible, but not probable, we will not record an accrual, but we will disclose our estimate of the possible range of loss where such
estimate can be made in accordance with ASC 450-20. As of July 31, 2013, there were no accruals established related to our outstanding legal proceedings.
Environmental Liability
We are subject to liability for environmental damage,
including personal injury and property damage, that our solid waste, recycling and power generation facilities may cause to neighboring property owners, particularly as a result of the contamination of drinking water sources or soil, possibly
including damage resulting from conditions existing before we acquired the facilities. We may also be subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if we or our
predecessors arrange or arranged to transport, treat or dispose of those materials.
On December 20, 2000, the State of New York
Department of Environmental Conservation (DEC) issued an Order on Consent (Order) which named Waste-Stream, Inc. (WSI), our subsidiary, General Motors Corporation (GM) and Niagara Mohawk Power
Corporation (NiMo) as Respondents. The Order required that the Respondents undertake certain work on a 25-acre scrap yard and solid waste transfer station owned by WSI, including the preparation of a Remedial Investigation and
Feasibility Study (Study). A draft of the Study was submitted to DEC in January 2009 (followed by a final report in May 2009). The Study estimated that the undiscounted costs associated with implementing the preferred remedies
will be approximately $10,219. On February 28, 2011, the DEC issued a Proposed Remedial Action Plan for the site and accepted public comments on the proposed remedy through March 29, 2011. We submitted comments to the DEC on this matter.
In April 2011, the DEC issued the final Record of Decision (ROD) for the site. The ROD was subsequently rescinded by the DEC for failure to respond to all submitted comments. The preliminary ROD, however, estimated that the present
cost associated with implementing the preferred remedies would be approximately $12,130. The DEC issued the final ROD in June 2011 with proposed remedies consistent with its earlier ROD. A new Order on Consent and Administrative Settlement
naming WSI and NiMo as Respondents was received by us on November 13, 2012, requiring that we enter into a Consent Order with DEC within 60 days and mandating implementation of the ROD. The deadline for execution of the Consent Order has been
extended until September 30, 2013. It is unlikely that any costs relating to onsite remediation will be incurred until fiscal year 2015.
WSI is jointly and severally liable for the total cost to remediate and we initially expected to be responsible for approximately 30% upon implementation
of a cost-sharing agreement with NiMo and GM. Based on these estimates, we recorded an environmental remediation charge of $2,823 in the third quarter of fiscal year 2009. In the fourth quarter of fiscal year 2009, we recognized an additional charge
of $1,532, representing an additional 15% of the estimated costs, in recognition of the deteriorating financial condition and eventual bankruptcy filing of GM. In the fourth quarter of fiscal year 2010, we recognized an additional charge of $335
based on changes in the expected timing of cash outflows. Based on the estimated costs in the ROD, and changes in the estimated timing of cash flows, we recorded an environmental remediation charge of $549 in the fourth quarter of fiscal year 2011.
Such charges could be significantly higher if costs exceed estimates. We inflate these estimated costs in current dollars until the expected time of payment and discount the cost to present value using a risk free interest rate (2.70%). As of
July 31, 2013 and April 30, 2013, we have recorded liabilities of $5,363 and $5,297, respectively, including the recognition of $34 of accretion expense in the three months ended July 31, 2013 and 2012, respectively.
In September 2011, the DEC settled its environmental claim against the estate of the former GM (known as the Motors Liquidation Trust)
for future remediation costs relating to the WSI site for face value of $3,000. In addition, in November 2011 we settled our own claim against the Motors Liquidation Trust for face value of $100. These claims will be paid by GM in warrants to
obtain stock of the reorganized GM. We began receiving the warrants in May 2013 and expect the remainder of the warrants to be issued in fiscal year 2014. We have not assumed that any proceeds from the sale of securities received in payment of these
claims will reduce our exposure.
7. STOCKHOLDERS EQUITY
Shares Available For Issuance
In fiscal year 2007, we adopted the 2006 Stock Incentive Plan (2006 Plan). The 2006 Plan was amended in fiscal year 2010. Under the 2006 Plan, we may grant awards up to an aggregate amount of
shares equal to the sum of: (i) 2,475 shares of Class A common stock (subject to adjustment in the event of stock splits and other similar events), plus (ii) such additional
14
number of shares of Class A common stock as are currently subject to options granted under our 1993 Incentive Stock Option Plan, 1994 Non-statutory Stock Option Plan, 1996 Option Plan, and
1997 Plan (Prior Plans) which are not actually issued under the Prior Plans because such options expire or otherwise result in shares not being issued. As of July 31, 2013, there were 1,154 Class A common stock equivalents
available for future grant under the 2006 Plan, inclusive of additional Class A common stock equivalents, which were previously issued under our terminated plans and which have become available for grant because such awards expired or otherwise
resulted in shares not being issued.
Stock Options
Options granted under the 2006 Plan are granted at a price equal to the prevailing fair market value of our Class A common stock at the date of grant. Generally, options granted have a term not to
exceed ten years and vest over a one to four year period from the date of grant.
A summary of stock option activity for the three months
ended July 31, 2013 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
Weighted
Average
Exercise Price
|
|
|
Weighted
Average
Remaining
Contractual
Term (years)
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding, April 30, 2013
|
|
|
1,442
|
|
|
$
|
8.48
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(20
|
)
|
|
$
|
9.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, July 31, 2013
|
|
|
1,422
|
|
|
$
|
8.58
|
|
|
|
5.2
|
|
|
$
|
502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, July 31, 2013
|
|
|
1,068
|
|
|
$
|
10.07
|
|
|
|
3.8
|
|
|
$
|
257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended July 31, 2013 and 2012, stock-based compensation expense for stock options was $115
and $67, respectively.
As of July 31, 2013, total unrecognized stock-based compensation expense related to outstanding stock options was
$839, which will be recognized over a weighted average period of 2.2 years.
Other Stock Awards
Restricted stock awards, restricted stock units and performance stock units granted under the 2006 Plan are granted at a price equal
to the fair market value of our Class A common stock at the date of grant. Restricted stock awards granted to non-employee directors vest incrementally over a three year period beginning on the first anniversary date of the grant. Restricted
stock units vest incrementally over a three year period beginning on the first anniversary date of the grant and are based on continued employment. Performance stock units vest on
April 30
th
of the third fiscal year end following the
grant date and are based on the attainment of a targeted average return on net assets as of the vesting date.
15
A summary of restricted stock, restricted stock unit and performance stock unit activity for the three
months ended July 31, 2013 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock,
Restricted Stock
Units,
and Performance Stock
Units (1)
|
|
|
Weighted
Average
Grant
Price
|
|
|
Weighted Average
Remaining
Contractual Term
(years)
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding, April 30, 2013
|
|
|
1,088
|
|
|
$
|
5.28
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
475
|
|
|
$
|
4.07
|
|
|
|
|
|
|
|
|
|
Class A Common Stock Vested
|
|
|
(254
|
)
|
|
$
|
4.85
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(5
|
)
|
|
$
|
5.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, July 31, 2013
|
|
|
1,304
|
|
|
$
|
4.92
|
|
|
|
1.9
|
|
|
$
|
358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Performance stock units are included at the 100% attainment level. Attainment of maximum annual returns on net assets could result in the issuance of an additional 356
shares of Class A common stock.
|
During the three months ended July 31, 2013, we awarded certain employees restricted
stock units, which vest incrementally over a three year period beginning on the first anniversary date of the grant and are based on continued employment. We did not grant any performance stock units during the three months ended July 31, 2013.
During the three months ended July 31, 2013 and 2012, stock-based compensation expense related to restricted stock, restricted stock
units and performance stock units was $492 and $573, respectively.
As of July 31, 2013, total unrecognized compensation expense related
to outstanding restricted stock and restricted stock units was $2,785, which will be recognized over a weighted average period of 2.2 years. Maximum unrecognized stock-based compensation expense at July 31, 2013 related to outstanding
performance stock units, and subject to the attainment of targeted maximum annual returns on net assets, was $3,889 to be recognized over a weighted average period of 1.4 years. The unrecognized stock-based compensation expense that we expect to
recognize as of July 31, 2013 related to outstanding performance stock units based on our expected attainment levels was $0.
We also
recorded $24 and $35 of stock-based compensation expense related to our Employee Stock Purchase Plan during the three months ended July 31, 2013 and 2012, respectively.
Accumulated Other Comprehensive Loss
The changes in the balances of each component of
accumulated other comprehensive loss, which is included as a component of our stockholders equity, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Marketable
|
|
|
Commodity
|
|
|
|
Securities
|
|
|
Hedges
|
|
Beginning balance, April 30, 2013
|
|
$
|
27
|
|
|
$
|
(619
|
)
|
Other comprehensive loss before reclassifications
|
|
|
|
|
|
|
(289
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
164
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive loss
|
|
|
|
|
|
|
(125
|
)
|
|
|
|
|
|
|
|
|
|
Ending balance, July 31, 2013
|
|
$
|
27
|
|
|
$
|
(744
|
)
|
|
|
|
|
|
|
|
|
|
16
A summary of reclassifications out of accumulated other comprehensive loss for the three months ended
July 31, 2013 and 2012 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
July
31,
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
Details about Accumulated Other
Comprehensive Loss Components
|
|
Amount Reclassified Out of
Accumulated Other
Comprehensive Loss
|
|
|
Affected Line Item in the Consolidated
Statements of
Operations
|
Loss on derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
Commodity hedges
|
|
|
(164
|
)
|
|
|
(44
|
)
|
|
Loss from equity method investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(164
|
)
|
|
|
(44
|
)
|
|
Loss from continuing operations before income taxes and discontinued operations
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(164
|
)
|
|
$
|
(44
|
)
|
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
8. EARNINGS PER SHARE
The following table sets forth the numerator and denominator used in the computation of basic and diluted earnings per share
(EPS):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
July
31,
|
|
|
|
2013
|
|
|
2012
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Loss from continuing operations before discontinued operations attributable to common stockholders
|
|
$
|
(142
|
)
|
|
$
|
(8,155
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Number of shares outstanding, end of period:
|
|
|
|
|
|
|
|
|
Class A common stock
|
|
|
38,944
|
|
|
|
26,367
|
|
Class B common stock
|
|
|
988
|
|
|
|
988
|
|
Unvested restricted stock
|
|
|
(131
|
)
|
|
|
(127
|
)
|
Effect of weighted average shares outstanding during period
|
|
|
(139
|
)
|
|
|
(236
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in basic and diluted EPS
|
|
|
39,662
|
|
|
|
26,992
|
|
|
|
|
|
|
|
|
|
|
Number of antidilutive potentially issuable shares not included in the diluted earnings per share calculations due to loss from
continuing operations (1)
|
|
|
2,273
|
|
|
|
2,601
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Performance stock units are included at the expected attainment levels.
|
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring
basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or
liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, and Level 3, defined as unobservable inputs that are not corroborated by market
data.
We use valuation techniques that maximize the use of market prices and observable inputs and minimize the use of unobservable inputs.
In measuring the fair value of our financial assets and liabilities, we rely on market data or assumptions which we believe market participants would use in pricing an asset or a liability.
Assets and Liabilities Accounted for at Fair Value
Our financial instruments include cash
and cash equivalents, trade receivables, restricted trust and escrow accounts, interest rate derivatives, trade payables and long-term debt. The carrying values of cash and cash equivalents, trade receivables and trade payables approximate their
respective fair values. The fair values of the interest rate derivatives are calculated based on the three month LIBOR yield curve that is observable at commonly quoted intervals for the full term of the swaps, adjusted by the credit risk of our
counter-parties and us based on observable credit default swap rates. We recognize all derivatives on the balance sheet at fair value.
17
As of July 31, 2013 our assets and liabilities that are measured at fair value on a recurring basis
included the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement at July 31, 2013 Using:
|
|
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted assets
|
|
$
|
538
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
$
|
|
|
|
$
|
3,137
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of April 30, 2013 our assets and liabilities that are measured at fair value on a recurring basis included the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement at April 30, 2013 Using:
|
|
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted assets
|
|
$
|
545
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
$
|
|
|
|
$
|
4,229
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Debt
As of July 31, 2013, the fair value of our fixed rate debt, including our 7.75% senior subordinated notes due 2019 (2019 Notes), the Finance Authority of Maine Solid Waste Disposal
Revenue Bonds Series 2005R-2 (FAME Bonds 2005R-2) and the Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (Vermont Bonds) was approximately $354,726 and the carrying value
was $360,724. The fair value of the 2019 Notes is considered to be Level 1 within the fair value hierarchy as the fair value is based off of a quoted market price in an active market. The fair value of the FAME Bonds 2005R-2 is considered to be
Level 2 within the fair value hierarchy as the fair value is determined using market approach pricing that utilizes pricing models and pricing systems, mathematical tools and judgment to determine the evaluated price for the security based on the
market information of the FAME Bonds 2005R-2 or securities with similar characteristics. The fair value of the Vermont Bonds is considered to be Level 2 within the fair value hierarchy as the fair value is determined based on changes in the pricing
of an observable five year municipal bond index. As of July 31, 2013, the fair value of our 2011 senior secured revolving credit facility (2011 Revolver) approximated its carrying value of $124,530 based on current borrowing rates
for similar types of borrowing arrangements.
10. DIVESTITURE AND DISCONTINUED OPERATIONS
We review planned business dispositions based on available information and events that have occurred to determine whether or not a
business or disposal group qualifies for discontinued operations treatment. The review consists of evaluating whether the business qualifies as a component of an entity for which the operations and cash flows are clearly distinguishable, whether it
is anticipated that the cash flows of the component have been or will be eliminated from ongoing operations after the disposal transaction and by the end of the assessment period and whether we will have any significant continuing involvement in the
operations of the component after the disposal transaction. Planned business dispositions are presented as discontinued operations when all three criteria are met. Additionally, we evaluate whether the component has met the criteria to be classified
as held-for-sale. To be classified as held-for-sale, the criteria established by FASB ASC 360-10 must be met as of the reporting date, including an active program to market the
18
business and the disposition of the business within one year. A business that has not been disposed of may
not be classified as discontinued operations until the held-for-sale criteria are met. No depreciation is recorded during the periods in which a disposal group is classified as held-for-sale.
Businesses that qualify as held-for-sale are carried at the lower of their carrying value or fair value less costs to sell in the period the held-for-sale criteria are met. For a business that is
classified as held-for-sale and meets the discontinued operations criteria, all initial or subsequent adjustments to the carrying value of the component are classified in discontinued operations.
Discontinued Operations
In the fourth
quarter of fiscal year 2013, we initiated a plan to dispose of KTI Bio Fuels, Inc. (Bio Fuels), a construction and demolition material processing facility located in Lewiston, Maine, and as a result, the assets associated with Bio Fuels
were classified as held-for-sale and the results of operations were recorded as loss from discontinued operations. Assets of the disposal group classified as held-for-sale, and now as discontinued operations, include certain inventory along with
plant and equipment. In the three months ended July 31, 2013, we executed a purchase and sale agreement with ReEnergy Lewiston LLC (ReEnergy), pursuant to which we agreed to sell certain assets of Bio Fuels, which is located in our
Eastern region, to ReEnergy. We agreed to sell the Bio Fuels assets for undiscounted purchase consideration of $2,000, which will be paid to us in equal quarterly installments commencing November 1, 2013 and continuing over five years, subject
to the terms of the purchase and sale agreement. We recognized a $378 loss on disposal of discontinued operations in the three months ended July 31, 2013 associated with the disposition. Revenues and income (loss) before income taxes
attributable to discontinued operations for the three months ended July 31, 2013 and 2012, respectively, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
July
31,
|
|
|
|
2013
|
|
|
2012
|
|
Revenues
|
|
$
|
3,312
|
|
|
$
|
3,557
|
|
Income (loss) before income taxes
|
|
$
|
329
|
|
|
$
|
(216
|
)
|
We allocate interest expense to discontinued operations. We have also eliminated inter-company activity associated with
discontinued operations.
Divestiture Transactions
In the first quarter of fiscal year 2013, we executed a purchase and sale agreement with the City of Biddeford, Maine, pursuant to which we agreed to sell the real property of Maine Energy Recovery
Company LP (Maine Energy), which is located in our Eastern region, to the City of Biddeford, subject to satisfaction of conditions precedent and closing. We agreed to sell Maine Energy for undiscounted purchase consideration of $6,650,
which will be paid to us in equal installments over the next 21 years, subject to the terms of the purchase and sale agreement. The transaction closed in November 2012, and we waived certain conditions precedent not satisfied at that time. In
December 2012, we closed the Maine Energy facility and initiated the decommissioning process in accordance with the provisions of the agreement. Following the decommissioning of the Maine Energy facility, it is our responsibility to demolish the
facility, at our cost, within twelve months of the closing date and in accordance with the terms of the purchase and sale agreement. We will continue to finalize estimates and obtain additional information regarding the estimated costs associated
with the divestiture. Due to the inherent judgments and estimates regarding the remaining costs to fulfill our obligation under the purchase and sale agreement to demolish the facility and remediate the site, recognition of a loss on divestiture,
which we do not expect, or a potential gain on divestiture is possible.
As a part of the closure and decommissioning of the Maine Energy
facility, we are withdrawing from a multiemployer pension plan to which we have made contributions for the benefit of Maine Energy employees covered under a collective bargaining agreement. We have a potential liability associated with our
withdrawal from the multiemployer pension plan based on the value of the plans unfunded vested benefits. In accordance with FASB ASC 715-80, in a situation with unfunded vested benefits, a liability is not recorded by a participating employer
as no single employer has an identifiable share of the actuarial obligation of the multiemployer pension plan.
19
In accordance with FASB ASC 450-20, we accrue for an obligation when an obligation becomes probable and
reasonably estimable. We currently believe that an obligation associated with withdrawal from the multiemployer pension plan is probable, but we cannot reasonably estimate the amount of loss or possible range of loss due to a lack of information
being made available by the fund administrator in regards to the unfunded vested benefits. The fund administrator will quantify our withdrawal liability based on the unfunded vested benefits as of the plan year preceding actual withdrawal. As we
withdrew from the plan in the three months ended July 31, 2013, we expect the plan administrator to base our obligation on the plan year ended January 31, 2013. We expect to record an obligation associated with our portion of unfunded
vested benefits in fiscal year 2014. As of July 31, 2013, no accrual is established related to withdrawal from the multiemployer pension plan.
11. SEGMENT REPORTING
We report selected information about operating segments in a manner consistent with that used for internal management reporting. We
classify our solid waste operations on a geographic basis through regional operating segments. Revenues are derived mainly from collection, transfer, disposal, landfill, landfill-gas-to energy and recycling services in the northeastern United
States. Our revenues in the Recycling segment are derived from municipalities and customers in the form of processing fees, tipping fees and commodity sales. Organics services, ancillary operations, major customer accounts, discontinued operations,
and earnings from equity method investees are included in our Other reportable segment. Segment data for the three months ended July 31, 2012 has been revised to properly align with internal management reporting, which has been
modified in the three months ended July 31, 2013 to move organics services from the Eastern region to the Other segment to reflect changes in management structure as these services have become integral to service offerings across our broader
geographic solid waste footprint.
Three Months Ended July 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside
|
|
|
Inter-company
|
|
|
Depreciation and
|
|
|
Operating
|
|
|
|
|
Segment
|
|
revenues
|
|
|
revenue
|
|
|
amortization
|
|
|
income (loss)
|
|
|
Total assets
|
|
Eastern
|
|
$
|
38,621
|
|
|
$
|
10,431
|
|
|
$
|
6,381
|
|
|
$
|
1,626
|
|
|
$
|
205,410
|
|
Western
|
|
|
57,347
|
|
|
|
19,261
|
|
|
|
7,233
|
|
|
|
6,896
|
|
|
|
346,986
|
|
Recycling
|
|
|
11,184
|
|
|
|
(5
|
)
|
|
|
1,065
|
|
|
|
(44
|
)
|
|
|
50,857
|
|
Other
|
|
|
21,406
|
|
|
|
512
|
|
|
|
518
|
|
|
|
1,259
|
|
|
|
71,491
|
|
Eliminations
|
|
|
|
|
|
|
(30,199
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
128,558
|
|
|
$
|
|
|
|
$
|
15,197
|
|
|
$
|
9,737
|
|
|
$
|
674,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended July 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside
|
|
|
Inter-company
|
|
|
Depreciation and
|
|
|
Operating
|
|
|
|
|
Segment
|
|
revenues
|
|
|
revenue (1)
|
|
|
amortization
|
|
|
income (loss)
|
|
|
Total assets
|
|
Eastern
|
|
$
|
33,807
|
|
|
$
|
8,135
|
|
|
$
|
6,537
|
|
|
$
|
(577
|
)
|
|
$
|
168,621
|
|
Western
|
|
|
52,553
|
|
|
|
16,758
|
|
|
|
6,421
|
|
|
|
6,245
|
|
|
|
347,735
|
|
Recycling
|
|
|
11,162
|
|
|
|
1
|
|
|
|
1,097
|
|
|
|
|
|
|
|
54,085
|
|
Other
|
|
|
20,116
|
|
|
|
1,215
|
|
|
|
654
|
|
|
|
139
|
|
|
|
72,833
|
|
Eliminations
|
|
|
|
|
|
|
(26,109
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
117,638
|
|
|
$
|
|
|
|
$
|
14,709
|
|
|
$
|
5,807
|
|
|
$
|
643,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
Amounts of our total revenue attributable to services provided are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
July
31,
|
|
|
|
2013
|
|
|
2012
|
|
Collection
|
|
$
|
58,313
|
|
|
$
|
53,033
|
|
Disposal
|
|
|
35,123
|
|
|
|
30,967
|
|
Power generation
|
|
|
2,041
|
|
|
|
2,663
|
|
Processing
|
|
|
2,851
|
|
|
|
1,435
|
|
|
|
|
|
|
|
|
|
|
Solid waste operations
|
|
|
98,328
|
|
|
|
88,098
|
|
Organics
|
|
|
9,877
|
|
|
|
8,853
|
|
Customer solutions
|
|
|
9,169
|
|
|
|
9,525
|
|
Recycling
|
|
|
11,184
|
|
|
|
11,162
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
128,558
|
|
|
$
|
117,638
|
|
|
|
|
|
|
|
|
|
|
12. INVESTMENTS IN UNCONSOLIDATED ENTITIES
Investments in unconsolidated entities over which we have significant influence over the investees operating and financing
activities are accounted for under the equity method of accounting. Investments in affiliates in which we do not have the ability to exert significant influence over the investees operating and financing activities are accounted for under the
cost method of accounting. The following table summarizes our equity and cost method investments as of July 31, 2013 and April 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
April 30,
|
|
|
|
2013
|
|
|
2013
|
|
Equity method investments
|
|
$
|
2,739
|
|
|
$
|
3,766
|
|
Cost method investments
|
|
|
16,486
|
|
|
|
16,486
|
|
|
|
|
|
|
|
|
|
|
Investments in unconsolidated entities
|
|
$
|
19,225
|
|
|
$
|
20,252
|
|
|
|
|
|
|
|
|
|
|
Equity Method Investments
GreenFiber.
In fiscal year 2001, we entered into a joint venture agreement with Louisiana-Pacific Corporation (LP) to combine our respective cellulose insulation businesses into a
single operating entity, US GreenFiber LLC (GreenFiber). We account for our 50% membership interest in GreenFiber using the equity method of accounting.
Our investment in GreenFiber amounted to $2,463 and $3,509 at July 31, 2013 and April 30, 2013, respectively. Summarized financial information for GreenFiber is as follows:
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
April 30,
|
|
|
|
2013
|
|
|
2013
|
|
Current assets
|
|
$
|
13,877
|
|
|
$
|
16,644
|
|
Noncurrent assets
|
|
$
|
27,567
|
|
|
$
|
28,139
|
|
Current liabilities
|
|
$
|
13,105
|
|
|
$
|
19,247
|
|
Noncurrent liabilities
|
|
$
|
1,978
|
|
|
$
|
1,227
|
|
|
|
|
|
Three Months Ended
July
31,
|
|
|
|
2013
|
|
|
2012
|
|
Revenue
|
|
$
|
14,731
|
|
|
$
|
13,101
|
|
Gross profit
|
|
$
|
2,685
|
|
|
$
|
1,599
|
|
Net loss
|
|
$
|
(1,995
|
)
|
|
$
|
(3,569
|
)
|
21
Effective December 1, 2011, we and LP each guaranteed up to $2,200 in support of GreenFibers
modified and restated loan and security agreement. The guaranty could be drawn on upon an event of default and remained in place through, either, payment of the associated term loan under the security agreement or December 1, 2014, the extended
term of GreenFibers modified and restated loan and security agreement. In March 2013, we received notification that GreenFibers term loan had been called for redemption due to an event of default and as a result we recorded a liability
of $2,073, included in other accrued liabilities, as an investment in GreenFiber based on our guaranty. In May 2013, we and LP each contributed $2,073 to GreenFiber to satisfy the guaranty and pay off the term loan in full.
Effective June 28, 2013, we and LP each guaranteed up to $750 in support of GreenFibers new term loan associated with an amended loan and
security agreement. The guaranty can be drawn on upon an event of default by GreenFiber and remains in place through the earlier of payment of the associated term loan under the security agreement and December 1, 2014, which is the extended
term of GreenFibers amended loan and security agreement.
Additionally, as of July 31, 2013, we and LP are each committed to fund
any liquidity shortfalls, if any such shortfalls exist, of GreenFiber related to covenant compliance as defined in GreenFibers amended loan and security agreement. We have agreed to provide an equity contribution of our pro-rata share of
funds, based on ownership percentage, sufficient to cure such shortfall.
Tompkins.
In May 2011, we finalized the terms of a joint
venture agreement with FCR, LLC (FCR) to form Tompkins County Recycling LLC (Tompkins), a joint venture that operates a material recovery facility (MRF) located in Tompkins County, NY and processes and sells
commodities delivered to the Tompkins MRF. We account for our 50% membership interest in Tompkins using the equity method of accounting. Our investment in Tompkins amounted to $276 and $257 at July 31, 2013 and April 30, 2013,
respectively.
13. SUBSIDIARY GUARANTORS
Our 2019 Notes are guaranteed jointly and severally, fully and unconditionally, by our significant wholly-owned subsidiaries. The
Parent is the issuer and a non-guarantor of the 2019 Notes and the Parent has no independent assets or operations. The information which follows presents the consolidating financial position as of July 31, 2013 and April 30, 2013, the
consolidating results of operations and comprehensive loss for the three months ended July 31, 2013 and 2012, and the condensed consolidating statements of cash flows for the three months ended July 31, 2013 and 2012 of (a) the Parent
company only, (b) the combined guarantors (Guarantors), each of which is 100% wholly-owned by the Parent, (c) the combined non-guarantors (Non-Guarantors), (d) eliminating entries and (e) the consolidated
total.
22
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF JULY 31, 2013
(in thousands, except for share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,320
|
|
|
$
|
299
|
|
|
$
|
300
|
|
|
$
|
|
|
|
$
|
2,919
|
|
Restricted cash
|
|
|
|
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
76
|
|
Accounts receivable - trade, net
|
|
|
253
|
|
|
|
53,639
|
|
|
|
385
|
|
|
|
|
|
|
|
54,277
|
|
Refundable income taxes
|
|
|
791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
791
|
|
Prepaid expenses
|
|
|
3,005
|
|
|
|
4,333
|
|
|
|
29
|
|
|
|
|
|
|
|
7,367
|
|
Inventory
|
|
|
|
|
|
|
3,609
|
|
|
|
56
|
|
|
|
|
|
|
|
3,665
|
|
Deferred income taxes
|
|
|
3,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,461
|
|
Other current assets
|
|
|
392
|
|
|
|
619
|
|
|
|
7
|
|
|
|
|
|
|
|
1,018
|
|
Current assets of discontinued operations
|
|
|
|
|
|
|
257
|
|
|
|
|
|
|
|
|
|
|
|
257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
10,222
|
|
|
|
62,832
|
|
|
|
777
|
|
|
|
|
|
|
|
73,831
|
|
Property, plant and equipment, net
|
|
|
4,098
|
|
|
|
412,347
|
|
|
|
8,327
|
|
|
|
|
|
|
|
424,772
|
|
Goodwill
|
|
|
|
|
|
|
115,928
|
|
|
|
|
|
|
|
|
|
|
|
115,928
|
|
Intangible assets, net
|
|
|
227
|
|
|
|
10,925
|
|
|
|
|
|
|
|
|
|
|
|
11,152
|
|
Restricted assets
|
|
|
|
|
|
|
538
|
|
|
|
|
|
|
|
|
|
|
|
538
|
|
Notes receivable - related party
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148
|
|
Investments in unconsolidated entities
|
|
|
16,486
|
|
|
|
2,209
|
|
|
|
2,462
|
|
|
|
(1,932
|
)
|
|
|
19,225
|
|
Investments in subsidiaries
|
|
|
(50,741
|
)
|
|
|
|
|
|
|
|
|
|
|
50,741
|
|
|
|
-
|
|
Other non-current assets
|
|
|
15,624
|
|
|
|
11,783
|
|
|
|
|
|
|
|
|
|
|
|
27,407
|
|
Non-current assets of discontinued operations
|
|
|
|
|
|
|
1,743
|
|
|
|
|
|
|
|
|
|
|
|
1,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,158
|
)
|
|
|
555,473
|
|
|
|
10,789
|
|
|
|
48,809
|
|
|
|
600,913
|
|
Intercompany receivable
|
|
|
574,105
|
|
|
|
(533,452
|
)
|
|
|
(42,585
|
)
|
|
|
1,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
570,169
|
|
|
$
|
84,853
|
|
|
$
|
(31,019
|
)
|
|
$
|
50,741
|
|
|
$
|
674,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt and capital leases
|
|
$
|
80
|
|
|
$
|
347
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
427
|
|
Current maturities of financing lease obligations
|
|
|
|
|
|
|
367
|
|
|
|
|
|
|
|
|
|
|
|
367
|
|
Accounts payable
|
|
|
23,302
|
|
|
|
28,518
|
|
|
|
432
|
|
|
|
|
|
|
|
52,252
|
|
Accrued payroll and related expenses
|
|
|
595
|
|
|
|
3,249
|
|
|
|
|
|
|
|
|
|
|
|
3,844
|
|
Accrued interest
|
|
|
12,948
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
12,953
|
|
Current accrued capping, closure and post-closure costs
|
|
|
|
|
|
|
5,936
|
|
|
|
3
|
|
|
|
|
|
|
|
5,939
|
|
Other accrued liabilities
|
|
|
7,882
|
|
|
|
13,978
|
|
|
|
131
|
|
|
|
|
|
|
|
21,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
44,807
|
|
|
|
52,400
|
|
|
|
566
|
|
|
|
|
|
|
|
97,773
|
|
Long-term debt and capital leases, less current maturities
|
|
|
495,386
|
|
|
|
1,602
|
|
|
|
|
|
|
|
|
|
|
|
496,988
|
|
Financing lease obligations, less current maturities
|
|
|
|
|
|
|
1,363
|
|
|
|
|
|
|
|
|
|
|
|
1,363
|
|
Accrued capping, closure and post-closure costs, less current portion
|
|
|
|
|
|
|
38,772
|
|
|
|
38
|
|
|
|
|
|
|
|
38,810
|
|
Deferred income taxes
|
|
|
6,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,852
|
|
Other long-term liabilities
|
|
|
11,467
|
|
|
|
5,634
|
|
|
|
|
|
|
|
|
|
|
|
17,101
|
|
STOCKHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casella Waste Systems, Inc. stockholders equity
|
|
|
11,657
|
|
|
|
(14,918
|
)
|
|
|
(35,823
|
)
|
|
|
50,741
|
|
|
|
11,657
|
|
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
4,200
|
|
|
|
|
|
|
|
4,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
11,657
|
|
|
|
(14,918
|
)
|
|
|
(31,623
|
)
|
|
|
50,741
|
|
|
|
15,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
570,169
|
|
|
$
|
84,853
|
|
|
$
|
(31,019
|
)
|
|
$
|
50,741
|
|
|
$
|
674,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF APRIL 30, 2013
(in thousands, except for share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,260
|
|
|
$
|
253
|
|
|
$
|
242
|
|
|
$
|
|
|
|
$
|
1,755
|
|
Restricted cash
|
|
|
|
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
76
|
|
Accounts receivable - trade, net
|
|
|
571
|
|
|
|
47,644
|
|
|
|
474
|
|
|
|
|
|
|
|
48,689
|
|
Refundable income taxes
|
|
|
128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Prepaid expenses
|
|
|
1,471
|
|
|
|
4,240
|
|
|
|
|
|
|
|
|
|
|
|
5,711
|
|
Inventory
|
|
|
|
|
|
|
3,440
|
|
|
|
54
|
|
|
|
|
|
|
|
3,494
|
|
Deferred income taxes
|
|
|
3,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,730
|
|
Other current assets
|
|
|
366
|
|
|
|
528
|
|
|
|
7
|
|
|
|
|
|
|
|
901
|
|
Current assets of discontinued operations
|
|
|
|
|
|
|
61
|
|
|
|
|
|
|
|
|
|
|
|
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
7,526
|
|
|
|
56,242
|
|
|
|
777
|
|
|
|
|
|
|
|
64,545
|
|
Property, plant and equipment, net
|
|
|
2,771
|
|
|
|
411,284
|
|
|
|
8,447
|
|
|
|
|
|
|
|
422,502
|
|
Goodwill
|
|
|
|
|
|
|
115,928
|
|
|
|
|
|
|
|
|
|
|
|
115,928
|
|
Intangible assets, net
|
|
|
249
|
|
|
|
11,425
|
|
|
|
|
|
|
|
|
|
|
|
11,674
|
|
Restricted assets
|
|
|
|
|
|
|
545
|
|
|
|
|
|
|
|
|
|
|
|
545
|
|
Notes receivable - related party
|
|
|
147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147
|
|
Investments in unconsolidated entities
|
|
|
16,486
|
|
|
|
2,189
|
|
|
|
3,509
|
|
|
|
(1,932
|
)
|
|
|
20,252
|
|
Investments in subsidiaries
|
|
|
(59,759
|
)
|
|
|
|
|
|
|
|
|
|
|
59,759
|
|
|
|
|
|
Other non-current assets
|
|
|
15,774
|
|
|
|
11,752
|
|
|
|
|
|
|
|
|
|
|
|
27,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,332
|
)
|
|
|
553,123
|
|
|
|
11,956
|
|
|
|
57,827
|
|
|
|
598,574
|
|
Intercompany receivable
|
|
|
580,328
|
|
|
|
(539,752
|
)
|
|
|
(42,508
|
)
|
|
|
1,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
563,522
|
|
|
$
|
69,613
|
|
|
$
|
(29,775
|
)
|
|
$
|
59,759
|
|
|
$
|
663,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt and capital leases
|
|
$
|
|
|
|
$
|
857
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
857
|
|
Current maturities of financing lease obligations
|
|
|
|
|
|
|
361
|
|
|
|
|
|
|
|
|
|
|
|
361
|
|
Accounts payable
|
|
|
23,492
|
|
|
|
27,847
|
|
|
|
635
|
|
|
|
|
|
|
|
51,974
|
|
Accrued payroll and related expenses
|
|
|
538
|
|
|
|
3,445
|
|
|
|
|
|
|
|
|
|
|
|
3,983
|
|
Accrued interest
|
|
|
6,071
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
6,074
|
|
Current accrued capping, closure and post-closure costs
|
|
|
|
|
|
|
3,832
|
|
|
|
3
|
|
|
|
|
|
|
|
3,835
|
|
Other accrued liabilities
|
|
|
10,001
|
|
|
|
10,896
|
|
|
|
117
|
|
|
|
|
|
|
|
21,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
40,102
|
|
|
|
47,241
|
|
|
|
755
|
|
|
|
|
|
|
|
88,098
|
|
Long-term debt and capital leases, less current maturities
|
|
|
492,965
|
|
|
|
566
|
|
|
|
|
|
|
|
|
|
|
|
493,531
|
|
Financing lease obligations, less current maturities
|
|
|
|
|
|
|
1,456
|
|
|
|
|
|
|
|
|
|
|
|
1,456
|
|
Accrued capping, closure and post-closure costs, less current portion
|
|
|
|
|
|
|
39,298
|
|
|
|
37
|
|
|
|
|
|
|
|
39,335
|
|
Deferred income taxes
|
|
|
6,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,798
|
|
Other long-term liabilities
|
|
|
12,372
|
|
|
|
6,078
|
|
|
|
|
|
|
|
|
|
|
|
18,450
|
|
STOCKHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casella Waste Systems, Inc. stockholders equity
|
|
|
11,285
|
|
|
|
(25,026
|
)
|
|
|
(34,733
|
)
|
|
|
59,759
|
|
|
|
11,285
|
|
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
4,166
|
|
|
|
|
|
|
|
4,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
11,285
|
|
|
|
(25,026
|
)
|
|
|
(30,567
|
)
|
|
|
59,759
|
|
|
|
15,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
563,522
|
|
|
$
|
69,613
|
|
|
$
|
(29,775
|
)
|
|
$
|
59,759
|
|
|
$
|
663,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2013
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
Revenues
|
|
$
|
|
|
|
$
|
127,693
|
|
|
$
|
865
|
|
|
$
|
|
|
|
$
|
128,558
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of operations
|
|
|
|
|
|
|
87,782
|
|
|
|
637
|
|
|
|
|
|
|
|
88,419
|
|
General and administration
|
|
|
157
|
|
|
|
14,927
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
15,078
|
|
Depreciation and amortization
|
|
|
214
|
|
|
|
14,802
|
|
|
|
181
|
|
|
|
|
|
|
|
15,197
|
|
Expense from divestiture, acquisition and financing costs
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
Severance and reorganization costs
|
|
|
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
371
|
|
|
|
117,638
|
|
|
|
812
|
|
|
|
|
|
|
|
118,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(371
|
)
|
|
|
10,055
|
|
|
|
53
|
|
|
|
|
|
|
|
9,737
|
|
Other expense (income), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
(1
|
)
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
Interest expense
|
|
|
9,347
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
9,359
|
|
(Income) loss from equity method investments
|
|
|
(9,172
|
)
|
|
|
(20
|
)
|
|
|
997
|
|
|
|
9,172
|
|
|
|
977
|
|
(Gain) loss on derivative instruments
|
|
|
(654
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(654
|
)
|
Other income
|
|
|
(19
|
)
|
|
|
(118
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
(138
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense, net
|
|
|
(499
|
)
|
|
|
(137
|
)
|
|
|
996
|
|
|
|
9,172
|
|
|
|
9,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
128
|
|
|
|
10,192
|
|
|
|
(943
|
)
|
|
|
(9,172
|
)
|
|
|
205
|
|
Provision (benefit) for income taxes
|
|
|
319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(191
|
)
|
|
|
10,192
|
|
|
|
(943
|
)
|
|
|
(9,172
|
)
|
|
|
(114
|
)
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net
|
|
|
|
|
|
|
329
|
|
|
|
|
|
|
|
|
|
|
|
329
|
|
Gain (loss) on disposal of discontinued operations, net
|
|
|
|
|
|
|
(378
|
)
|
|
|
|
|
|
|
|
|
|
|
(378
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
(191
|
)
|
|
|
10,143
|
|
|
|
(943
|
)
|
|
|
(9,172
|
)
|
|
|
(163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
(191
|
)
|
|
$
|
10,143
|
|
|
$
|
(971
|
)
|
|
$
|
(9,172
|
)
|
|
$
|
(191
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2012
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
Revenues
|
|
$
|
|
|
|
$
|
117,628
|
|
|
$
|
10
|
|
|
$
|
|
|
|
$
|
117,638
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of operations
|
|
|
(6
|
)
|
|
|
81,342
|
|
|
|
9
|
|
|
|
|
|
|
|
81,345
|
|
General and administration
|
|
|
(154
|
)
|
|
|
15,326
|
|
|
|
18
|
|
|
|
|
|
|
|
15,190
|
|
Depreciation and amortization
|
|
|
265
|
|
|
|
14,444
|
|
|
|
|
|
|
|
|
|
|
|
14,709
|
|
Expense from divestiture, acquisition and financing costs
|
|
|
303
|
|
|
|
250
|
|
|
|
|
|
|
|
|
|
|
|
553
|
|
Severance and reorganization costs
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
442
|
|
|
|
111,362
|
|
|
|
27
|
|
|
|
|
|
|
|
111,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(442
|
)
|
|
|
6,266
|
|
|
|
(17
|
)
|
|
|
|
|
|
|
5,807
|
|
Other expense (income), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
(8,062
|
)
|
|
|
(8
|
)
|
|
|
|
|
|
|
8,062
|
|
|
|
(8
|
)
|
Interest expense
|
|
|
11,788
|
|
|
|
7,966
|
|
|
|
|
|
|
|
(8,062
|
)
|
|
|
11,692
|
|
(Income) loss from equity method investments
|
|
|
3,565
|
|
|
|
(18
|
)
|
|
|
1,784
|
|
|
|
(3,565
|
)
|
|
|
1,766
|
|
Other income
|
|
|
(12
|
)
|
|
|
(118
|
)
|
|
|
|
|
|
|
|
|
|
|
(130
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense, net
|
|
|
7,279
|
|
|
|
7,822
|
|
|
|
1,784
|
|
|
|
(3,565
|
)
|
|
|
13,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
(7,721
|
)
|
|
|
(1,556
|
)
|
|
|
(1,801
|
)
|
|
|
3,565
|
|
|
|
(7,513
|
)
|
Provision (benefit) for income taxes
|
|
|
650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(8,371
|
)
|
|
|
(1,556
|
)
|
|
|
(1,801
|
)
|
|
|
3,565
|
|
|
|
(8,163
|
)
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net
|
|
|
|
|
|
|
(216
|
)
|
|
|
|
|
|
|
|
|
|
|
(216
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
(8,371
|
)
|
|
|
(1,772
|
)
|
|
|
(1,801
|
)
|
|
|
3,565
|
|
|
|
(8,379
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
(8,371
|
)
|
|
$
|
(1,772
|
)
|
|
$
|
(1,793
|
)
|
|
$
|
3,565
|
|
|
$
|
(8,371
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JULY 31, 2013
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
Net income (loss)
|
|
$
|
(191
|
)
|
|
$
|
10,143
|
|
|
$
|
(943
|
)
|
|
$
|
(9,172
|
)
|
|
$
|
(163
|
)
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net
|
|
|
|
|
|
|
|
|
|
|
(289
|
)
|
|
|
|
|
|
|
(289
|
)
|
Realized loss (gain) on derivative instruments reclassified into earnings, net
|
|
|
|
|
|
|
|
|
|
|
164
|
|
|
|
|
|
|
|
164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(125
|
)
|
|
|
|
|
|
|
(125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
(191
|
)
|
|
|
10,143
|
|
|
|
(1,068
|
)
|
|
|
(9,172
|
)
|
|
|
(288
|
)
|
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to common stockholders
|
|
$
|
(191
|
)
|
|
$
|
10,143
|
|
|
$
|
(1,096
|
)
|
|
$
|
(9,172
|
)
|
|
$
|
(316
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JULY 31, 2012
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
Net income (loss)
|
|
$
|
(8,371
|
)
|
|
$
|
(1,772
|
)
|
|
$
|
(1,801
|
)
|
|
$
|
3,565
|
|
|
$
|
(8,379
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net
|
|
|
(1,257
|
)
|
|
|
|
|
|
|
|
|
|
|
(826
|
)
|
|
|
(2,083
|
)
|
Realized loss (gain) on derivative instruments reclassified into earnings, net
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
44
|
|
Unrealized gain (loss) resulting from changes in fair value of marketable securities
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
(1,257
|
)
|
|
|
(6
|
)
|
|
|
44
|
|
|
|
(826
|
)
|
|
|
(2,045
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
(9,628
|
)
|
|
|
(1,778
|
)
|
|
|
(1,757
|
)
|
|
|
2,739
|
|
|
|
(10,424
|
)
|
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to common stockholders
|
|
$
|
(9,628
|
)
|
|
$
|
(1,778
|
)
|
|
$
|
(1,749
|
)
|
|
$
|
2,739
|
|
|
$
|
(10,416
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JULY 31, 2013
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
Net cash provided by (used in) operating activities
|
|
$
|
(6,951
|
)
|
|
$
|
26,358
|
|
|
$
|
119
|
|
|
$
|
|
|
|
$
|
19,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired
|
|
|
|
|
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
|
(29
|
)
|
Additions to property, plant and equipment - acquisitions
|
|
|
|
|
|
|
(1,072
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,072
|
)
|
- growth
|
|
|
|
|
|
|
(1,724
|
)
|
|
|
(61
|
)
|
|
|
|
|
|
|
(1,785
|
)
|
- maintenance
|
|
|
(237
|
)
|
|
|
(11,385
|
)
|
|
|
|
|
|
|
|
|
|
|
(11,622
|
)
|
Payments on landfill operating lease contracts
|
|
|
|
|
|
|
(1,982
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,982
|
)
|
Investments in unconsolidated entities
|
|
|
(2,148
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,148
|
)
|
Proceeds from sale of property and equipment
|
|
|
|
|
|
|
284
|
|
|
|
|
|
|
|
|
|
|
|
284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(2,385
|
)
|
|
|
(15,908
|
)
|
|
|
(61
|
)
|
|
|
|
|
|
|
(18,354
|
)
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term borrowings
|
|
|
29,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,890
|
|
Principal payments on long-term debt
|
|
|
(28,585
|
)
|
|
|
(725
|
)
|
|
|
|
|
|
|
|
|
|
|
(29,310
|
)
|
Payments of financing costs
|
|
|
(359
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(359
|
)
|
Excess tax benefit on the vesting of share based awards
|
|
|
(63
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63
|
)
|
Intercompany borrowings
|
|
|
9,513
|
|
|
|
(9,513
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
10,396
|
|
|
|
(10,238
|
)
|
|
|
|
|
|
|
|
|
|
|
158
|
|
Net cash provided by (used in) discontinued operations
|
|
|
|
|
|
|
(166
|
)
|
|
|
|
|
|
|
|
|
|
|
(166
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
1,060
|
|
|
|
46
|
|
|
|
58
|
|
|
|
|
|
|
|
1,164
|
|
Cash and cash equivalents, beginning of period
|
|
|
1,260
|
|
|
|
253
|
|
|
|
242
|
|
|
|
|
|
|
|
1,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
2,320
|
|
|
$
|
299
|
|
|
$
|
300
|
|
|
$
|
|
|
|
$
|
2,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JULY 31, 2012
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantors
|
|
|
Non-
Guarantors
|
|
|
Elimination
|
|
|
Consolidated
|
|
Net cash provided by (used in) operating activities
|
|
$
|
(5,192
|
)
|
|
$
|
13,231
|
|
|
$
|
(317
|
)
|
|
$
|
|
|
|
$
|
7,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired
|
|
|
|
|
|
|
(3,150
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,150
|
)
|
Additions to property, plant and equipment - acquisitions
|
|
|
|
|
|
|
(288
|
)
|
|
|
|
|
|
|
|
|
|
|
(288
|
)
|
- growth
|
|
|
|
|
|
|
(1,232
|
)
|
|
|
(770
|
)
|
|
|
|
|
|
|
(2,002
|
)
|
- maintenance
|
|
|
(105
|
)
|
|
|
(14,074
|
)
|
|
|
|
|
|
|
|
|
|
|
(14,179
|
)
|
Payments on landfill operating lease contracts
|
|
|
|
|
|
|
(1,814
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,814
|
)
|
Payment for capital related to divestiture
|
|
|
|
|
|
|
(618
|
)
|
|
|
|
|
|
|
|
|
|
|
(618
|
)
|
Investments in unconsolidated entities
|
|
|
(1,000
|
)
|
|
|
(750
|
)
|
|
|
750
|
|
|
|
|
|
|
|
(1,000
|
)
|
Proceeds from sale of property and equipment
|
|
|
|
|
|
|
265
|
|
|
|
|
|
|
|
|
|
|
|
265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(1,105
|
)
|
|
|
(21,661
|
)
|
|
|
(20
|
)
|
|
|
|
|
|
|
(22,786
|
)
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term borrowings
|
|
|
62,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,310
|
|
Principal payments on long-term debt
|
|
|
(47,944
|
)
|
|
|
(745
|
)
|
|
|
|
|
|
|
|
|
|
|
(48,689
|
)
|
Payments on financing costs
|
|
|
(96
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96
|
)
|
Excess tax benefit on the vesting of share based awards
|
|
|
205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205
|
|
Contributions from noncontrolling interest holders
|
|
|
|
|
|
|
|
|
|
|
721
|
|
|
|
|
|
|
|
721
|
|
Intercompany borrowings
|
|
|
(9,554
|
)
|
|
|
9,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
4,921
|
|
|
|
8,809
|
|
|
|
721
|
|
|
|
|
|
|
|
14,451
|
|
Net cash provided by (used in) discontinued operations
|
|
|
|
|
|
|
(416
|
)
|
|
|
|
|
|
|
|
|
|
|
(416
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(1,376
|
)
|
|
|
(37
|
)
|
|
|
384
|
|
|
|
|
|
|
|
(1,029
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
3,799
|
|
|
|
368
|
|
|
|
367
|
|
|
|
|
|
|
|
4,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
2,423
|
|
|
$
|
331
|
|
|
$
|
751
|
|
|
$
|
|
|
|
$
|
3,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30