SUBSIDIARY GUARANTORS (Tables)

9 Months Ended

Jan. 31, 2013

Schedule of Condensed Consolidating Balance Sheet

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JANUARY 31, 2013

(in thousands, except for share and per share data)

ASSETS	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	820		$	227		$	65		$	—		$	1,112
Accounts receivable - trade, net of allowance for doubtful accounts		229			49,756			440			—			50,425
Prepaid expenses		3,308			5,653			—			—			8,961
Other current assets		4,831			4,419			65			—			9,315
Total current assets		9,188			60,055			570			—			69,813
Property, plant and equipment, net of accumulated depreciation and amortization		3,024			416,934			8,494			—			428,452
Goodwill		—			116,281			—			—			116,281
Intangible assets		272			11,707			—			—			11,979
Notes receivable - related party/employee		516			—			—			—			516
Investments in unconsolidated entities		16,486			2,239			2,638			(1,932	)		19,431
Investments in subsidiaries		(47,081	)		—			—			47,081			—
Other non-current assets		15,010			11,671			—			—			26,681
		(11,773	)		558,832			11,132			45,149			603,340
Intercompany receivable		577,898			(539,265	)		(40,565	)		1,932			—
	$	575,313		$	79,622		$	(28,863	)	$	47,081		$	673,153
LIABILITIES AND STOCKHOLDERS’ EQUITY	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated
CURRENT LIABILITIES:
Current maturities of long-term debt and capital leases	$	37		$	955		$	—		$	—		$	992
Current maturities of financing lease obligations		—			355			—			—			355
Accounts payable		22,111			24,754			830			—			47,695
Accrued interest		12,691			11			—			—			12,702
Current accrued capping, closure and post-closure costs		—			4,903			—			—			4,903
Other current liabilities		14,790			16,849			305			—			31,944
Total current liabilities		49,629			47,827			1,135			—			98,591
Long-term debt and capital leases, less current maturities		489,908			778			—			—			490,686
Financing lease obligations, less current maturities		—			1,549			—			—			1,549
Accrued capping, closure and post-closure costs, less current portion		—			37,637			44			—			37,681
Other long-term liabilities		11,529			6,182			—			—			17,711
STOCKHOLDERS’ EQUITY:
Casella Waste Systems, Inc. stockholders’ equity:
Class A common stock - Authorized - 100,000,000 shares, $0.01 par value per share, issued and outstanding - 38,658,000 shares		387			100			—			(100	)		387
Class B common stock - Authorized - 1,000,000 shares, $0.01 par value per share, 10 votes per share, issued and outstanding - 988,000 shares		10			—			—			—			10
Additional paid-in capital		335,451			45,391			5,608			(50,999	)		335,451
Accumulated deficit		(310,982	)		(59,851	)		(37,710	)		97,561			(310,982	)
Accumulated other comprehensive income (loss)		(619	)		9			(628	)		619			(619	)
Total Casella Waste Systems, Inc. stockholders’ equity		24,247			(14,351	)		(32,730	)		47,081			24,247
Noncontrolling interest		—			—			2,688			—			2,688
Total stockholders’ equity		24,247			(14,351	)		(30,042	)		47,081			26,935
	$	575,313		$	79,622		$	(28,863	)	$	47,081		$	673,153

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF APRIL 30, 2012

(in thousands, except for share and per share data)

							Non -
ASSETS	Parent			Guarantors			Guarantors			Elimination			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	3,799		$	368		$	367		$	—		$	4,534
Accounts receivable - trade, net of allowance for doubtful accounts		652			46,820			—			—			47,472
Refundable income taxes		1,281			—			—			—			1,281
Deferred income taxes		3,712			—			—			—			3,712
Other current assets		1,903			8,454			—			—			10,357
Total current assets		11,347			55,642			367			—			67,356
Property, plant and equipment, net of accumulated depreciation and amortization		3,486			409,383			3,848			—			416,717
Goodwill		—			101,706			—			—			101,706
Intangible assets		340			2,630			—			—			2,970
Restricted assets		—			424			—			—			424
Notes receivable - related party/employee		722			—			—			—			722
Investments in unconsolidated entities		15,986			2,225			6,502			(1,932	)		22,781
Investments in subsidiaries		(34,443	)		—			—			34,443			—
Other non-current assets		15,056			6,011			—			—			21,067
		1,147			522,379			10,350			32,511			566,387
Intercompany receivable		532,950			(494,819	)		(40,063	)		1,932			—
	$	545,444		$	83,202		$	(29,346	)	$	34,443		$	633,743
							Non -
LIABILITIES AND STOCKHOLDERS’ EQUITY	Parent			Guarantors			Guarantors			Elimination			Consolidated
CURRENT LIABILITIES:
Current maturities of long-term debt and capital leases	$	142		$	1,086		$	—		$	—		$	1,228
Current maturities of financing lease obligations		—			338			—			—			338
Accounts payable		21,952			24,757			—			—			46,709
Current accrued capping, closure and post-closure costs		—			4,907			—			—			4,907
Other current liabilities		23,738			10,872			543			—			35,153
Total current liabilities		45,832			41,960			543			—			88,335
Long-term debt and capital leases, less current maturities		472,028			1,353			—			—			473,381
Financing lease obligations, less current maturities		—			1,818			—			—			1,818
Accrued capping, closure and post-closure costs, less current portion		—			34,681			41			—			34,722
Other long-term liabilities		11,153			6,103			—			—			17,256
STOCKHOLDERS’ EQUITY:
Casella Waste Systems, Inc. stockholders’ equity:
Class A common stock - Authorized - 100,000,000 shares, $ 0.01 par value per share, issued and outstanding - 25,991,000 shares		260			100			—			(100	)		260
Class B common stock - Authorized - 1,000,000 shares, $ 0.01 par value per share, 10 votes per share, issued and outstanding - 988,000 shares		10			—			—			—			10
Additional paid-in capital		288,348			46,279			1,998			(48,277	)		288,348
Accumulated deficit		(270,235	)		(49,097	)		(34,140	)		83,237			(270,235	)
Accumulated other comprehensive income (loss)		(1,952	)		5			412			(417	)		(1,952	)
Total Casella Waste Systems, Inc. stockholders’ equity		16,431			(2,713	)		(31,730	)		34,443			16,431
Noncontrolling interest		—			—			1,800			—			1,800
Total stockholders’ equity		16,431			(2,713	)		(29,930	)		34,443			18,231
	$	545,444		$	83,202		$	(29,346	)	$	34,443		$	633,743

Schedule of Consolidating Statement of Operations

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2013

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated
Revenues	$	—		$	114,299		$	703		$	—		$	115,002
Operating expenses:
Cost of operations		12			83,487			669			—			84,168
General and administration		705			13,748			27			—			14,480
Depreciation and amortization		236			13,629			180			—			14,045
Severance and reorganization costs		81			1,555			—			—			1,636
Expense from divestiture, acquisition and financing costs		—			372			—			—			372
Loss on divestiture		—			353			—			—			353
		1,034			113,144			876			—			115,054
Operating income (loss)		(1,034	)		1,155			(173	)		—			(52	)
Other expense (income), net:
Interest income		(8,275	)		(49	)		—			8,274			(50	)
Interest expense		9,422			8,259			—			(8,274	)		9,407
Loss (income) from equity method investments		8,480			43			1,393			(8,480	)		1,436
Loss (gain) on derivative instruments		(24	)		—			—			—			(24	)
Loss on debt extinguishment		5,914			—			—			—			5,914
Other income		(181	)		(117	)		—			—			(298	)
Other expense, net		15,336			8,136			1,393			(8,480	)		16,385
Income (loss) from continuing operations before income taxes		(16,370	)		(6,981	)		(1,566	)		8,480			(16,437	)
Provision (benefit) for income taxes		(4,963	)		—			—			—			(4,963	)
Net income (loss)		(11,407	)		(6,981	)		(1,566	)		8,480			(11,474	)
Less: Net income (loss) attributable to noncontrolling interest		—			—			(67	)		—			(67	)
Net income (loss) attributable to common stockholders	$	(11,407	)	$	(6,981	)	$	(1,499	)	$	8,480		$	(11,407	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2012

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated
Revenues	$	—		$	114,578		$	—		$	—		$	114,578
Operating expenses:
Cost of operations		20			81,377			1			—			81,398
General and administration		8			13,924			1			—			13,933
Depreciation and amortization		367			14,460			—			—			14,827
		395			109,761			2			—			110,158
Operating income (loss)		(395	)		4,817			(2	)		—			4,420
Other expense/(income), net:
Interest income		(9,798	)		(19	)		—			9,797			(20	)
Interest expense		11,523			9,802			—			(9,797	)		11,528
Loss (income) from equity method investments		21,940			(26	)		6,409			(21,940	)		6,383
Impairment of equity method investment		—			—			10,680			—			10,680
Other income		(26	)		(91	)		—			—			(117	)
Other expense, net		23,639			9,666			17,089			(21,940	)		28,454
Income (loss) from continuing operations before income taxes		(24,034	)		(4,849	)		(17,091	)		21,940			(24,034	)
Provision (benefit) for income taxes		601			—			—			—			601
Net income (loss) attributable to common stockholders	$	(24,635	)	$	(4,849	)	$	(17,091	)	$	21,940		$	(24,635	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

NINE MONTHS ENDED JANUARY 31, 2013

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated
Revenues	$	—		$	355,383		$	1,148		$	—		$	356,531
Operating expenses:
Cost of operations		4			253,119			1,294			—			254,417
General and administration		(60	)		43,791			57			—			43,788
Depreciation and amortization		770			42,422			241			—			43,433
Severance and reorganization costs		1,766			1,697			—			—			3,463
Expense from divestiture, acquisition and financing costs		303			700			—			—			1,003
Loss on divestiture		—			353			—			—			353
		2,783			342,082			1,592			—			346,457
Operating income (loss)		(2,783	)		13,301			(444	)		—			10,074
Other expense (income), net:
Interest income		(24,515	)		(64	)		—			24,511			(68	)
Interest expense		33,000			24,469			—			(24,511	)		32,958
Loss (income) from equity method investments		14,324			(14	)		3,325			(14,324	)		3,311
Loss (gain) on derivative instruments		3,871			—			—						3,871
Loss on debt extinguishment		15,584			—			—			—			15,584
Other income		(401	)		(336	)		—			—			(737	)
Other expense, net		41,863			24,055			3,325			(14,324	)		54,919
Income (loss) from continuing operations before income taxes		(44,646	)		(10,754	)		(3,769	)		14,324			(44,845	)
Provision (benefit) for income taxes		(3,899	)		—			—			—			(3,899	)
Net income (loss)		(40,747	)		(10,754	)		(3,769	)		14,324			(40,946	)
Less: Net income (loss) attributable to noncontrolling interest		—			—			(199	)		—			(199	)
Net income (loss) attributable to common stockholders	$	(40,747	)	$	(10,754	)	$	(3,570	)	$	14,324		$	(40,747	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

NINE MONTHS ENDED JANUARY 31, 2012

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination			Consolidated
Revenues	$	—		$	371,637		$	—		$	—		$	371,637
Operating expenses:
Cost of operations		49			253,196			3			—			253,248
General and administration		421			45,780			1			—			46,202
Depreciation and amortization		1,041			43,353			—			—			44,394
Legal settlement		1,000			359			—			—			1,359
Development project cost		—			131			—			—			131
		2,511			342,819			4			—			345,334
Operating income (loss)		(2,511	)		28,818			(4	)		—			26,303
Other expense (income), net:
Interest income		(29,514	)		(26	)		—			29,508			(32	)
Interest expense		33,982			29,423			—			(29,508	)		33,897
Loss (income) from equity method investments		20,385			(27	)		10,190			(20,385	)		10,163
Impairment of equity method investment		—			—			10,680			—			10,680
Other income		(233	)		(316	)		—			—			(549	)
Other expense, net		24,620			29,054			20,870			(20,385	)		54,159
Income (loss) from continuing operations before income taxes		(27,131	)		(236	)		(20,874	)		20,385			(27,856	)
Provision (benefit) for income taxes		1,330			—			—			—			1,330
Income (loss) from continuing operations		(28,461	)		(236	)		(20,874	)		20,385			(29,186	)
Discontinued operations:
Gain on disposal of discontinued operations, net of tax		—			725			—			—			725
Net income (loss) attributable to common stockholders	$	(28,461	)	$	489		$	(20,874	)	$	20,385		$	(28,461	)

Schedule of Consolidating Statements of Comprehensive Loss

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JANUARY 31, 2013

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination		Consolidated
Net income (loss)	$	(11,407	)	$	(6,981	)	$	(1,566	)	$	8,480	$	(11,474	)
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net of tax provision of $0		—			—			(11	)		—		(11	)
Realized loss (gain) on derivative instruments reclassified into earnings, net of tax provision of $0		—			—			149			—		149
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—			(11	)		—			—		(11	)
Other comprehensive income (loss)		—			(11	)		138			—		127
Comprehensive income (loss)		(11,407	)		(6,992	)		(1,428	)		8,480		(11,347	)
Less: Comprehensive income (loss) attributable to noncontrolling interest		—			—			(67	)		—		(67	)
Comprehensive income (loss) attributable to common stockholders	$	(11,407	)	$	(6,992	)	$	(1,361	)	$	8,480	$	(11,280	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JANUARY 31, 2012

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination		Consolidated
Net income (loss) attributable to common stockholders	$	(24,635	)	$	(4,849	)	$	(17,091	)	$	21,940	$	(24,635	)
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net of tax provision of $0		(2,474	)		—			493			—		(1,981	)
Realized loss (gain) on derivative instruments reclassified into earnings, net of tax provision of $0		—			—			109			—		109
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—			(16	)		—			—		(16	)
Other comprehensive income (loss)		(2,474	)		(16	)		602			—		(1,888	)
Comprehensive income (loss) attributable to common stockholders	$	(27,109	)	$	(4,865	)	$	(16,489	)	$	21,940	$	(26,523	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

NINE MONTHS ENDED JANUARY 31, 2013

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination		Consolidated
Net income (loss)	$	(40,747	)	$	(10,754	)	$	(3,769	)	$	14,324	$	(40,946	)
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net of tax provision of $0		(1,257	)		—			(1,553	)		—		(2,810	)
Realized loss (gain) on derivative instruments reclassified into earnings, net of tax provision of $0		3,625			—			514			—		4,139
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—			4			—			—		4
Other comprehensive income (loss)		2,368			4			(1,039	)		—		1,333
Comprehensive income (loss)		(38,379	)		(10,750	)		(4,808	)		14,324		(39,613	)
Less: Comprehensive income (loss) attributable to noncontrolling interest		—			—			(199	)		—		(199	)
Comprehensive income (loss) attributable to common stockholders	$	(38,379	)	$	(10,750	)	$	(4,609	)	$	14,324	$	(39,414	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

NINE MONTHS ENDED JANUARY 31, 2012

(in thousands)

	Parent			Guarantors			Non - Guarantors			Elimination		Consolidated
Net income (loss) attributable to common stockholders	$	(28,461	)	$	489		$	(20,874	)	$	20,385	$	(28,461	)
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net of tax provision of $99		(2,371	)		—			573			—		(1,798	)
Realized loss (gain) on derivative instruments reclassified into earnings, net of tax provision of $99		(78	)		—			(529	)		—		(607	)
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—			(27	)		—			—		(27	)
Other comprehensive income (loss)		(2,449	)		(27	)		44			—		(2,432	)
Comprehensive income (loss) attributable to common stockholders	$	(30,910	)	$	462		$	(20,830	)	$	20,385	$	(30,893	)

Schedule of Condensed Consolidating Statement of Cashflow

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

NINE MONTHS ENDED JANUARY 31, 2013

(in thousands)

	Parent			Guarantors			Non- Guarantors			Elimination		Consolidated
Net cash provided by operating activities	$	(3,983	)	$	35,357		$	(848	)	$	—	$	30,526
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired		—			(25,106	)		—			—		(25,106	)
Additions to property, plant and equipment - acquisitions		—			(528	)		—			—		(528	)
- growth		—			(5,530	)		(4,885	)		—		(10,415	)
- maintenance		(233	)		(33,293	)		—			—		(33,526	)
Payment for capital related to divestiture		—			(618	)		—			—		(618	)
Payments on landfill operating lease contracts		—			(5,726	)		—			—		(5,726	)
Proceeds from sale of property and equipment		—			795			—			—		795
Investments in unconsolidated entities		(4,736	)		(500	)		4,236			—		(1,000	)
Net cash provided by (used in) investing activities		(4,969	)		(70,506	)		(649	)		—		(76,124	)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings		334,497			—			—			—		334,497
Principal payments on long-term debt		(319,365	)		(1,118	)		—			—		(320,483	)
Payment of tender premium on second lien notes		(10,743	)		—			—			—		(10,743	)
Net proceeds from the issuance of class A common stock		42,184			—			—			—		42,184
Contributions from noncontrolling interest holder		—			—			1,195			—		1,195
Other		(4,474	)		—			—			—		(4,474	)
Intercompany borrowings		(36,126	)		36,126			—			—		—
Net cash provided by (used in) financing activities		5,973			35,008			1,195			—		42,176
Net increase (decrease) in cash and cash equivalents		(2,979	)		(141	)		(302	)		—		(3,422	)
Cash and cash equivalents, beginning of period		3,799			368			367			—		4,534
Cash and cash equivalents, end of period	$	820		$	227		$	65		$	—	$	1,112

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

NINE MONTHS ENDED JANUARY 31, 2012

(in thousands)

	Parent			Guarantors			Non-Guarantors			Elimination		Consolidated
Net cash provided by operating activities	$	5,176		$	44,524		$	42		$	—	$	49,742
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired		—			(2,102	)		—			—		(2,102	)
Additions to property, plant and equipment - acquisitions		—			(168	)		—			—		(168	)
- growth		—			(8,209	)		(1,624	)		—		(9,833	)
- maintenance		(977	)		(38,302	)		—			—		(39,279	)
Payments on landfill operating lease contracts		—			(6,052	)		—			—		(6,052	)
Proceeds from sale of property and equipment		—			1,337			—			—		1,337
Investments in unconsolidated entities		(1,820	)		(3,785	)		1,459			—		(4,146	)
Net cash provided by (used in) investing activities		(2,797	)		(57,281	)		(165	)		—		(60,243	)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings		127,900			—			—			—		127,900
Principal payments on long-term debt		(118,356	)		(1,077	)		—			—		(119,433	)
Contributions from noncontrolling interest holder		—			—			174			—		174
Other		449			—			—			—		623
Intercompany borrowings		(12,961	)		12,961			—			—		—
Net cash provided by (used in) financing activities		(2,968	)		11,884			174			—		9,090
Cash provided by discontinued operations		—			725			—			—		725
Net increase (decrease) in cash and cash equivalents		(589	)		(148	)		51			—		(686	)
Cash and cash equivalents, beginning of period		1,531			286			—			—		1,817
Cash and cash equivalents, end of period	$	942		$	138		$	51		$	—	$	1,131