Subsidiary Guarantors

6 Months Ended

Oct. 31, 2013

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Subsidiary Guarantors

14. 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 condensed consolidating financial position as of October 31, 2013 and April 30, 2013, the consolidating results of operations and comprehensive loss for the three and six months ended October 31, 2013 and 2012, and the condensed consolidating statements of cash flows for the six months ended October 31, 2013 and 2012 of (a) the Parent company only, (b) the combined guarantors (“Guarantors”), each of which is wholly-owned by the Parent, (c) the combined non-guarantors (“Non-Guarantors”), (d) eliminating entries and (e) the consolidated total.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF OCTOBER 31, 2013

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

ASSETS	Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	4,545		$	233		$	175		$	—		$	4,953
Restricted cash		—			76			—			—			76
Accounts receivable - trade, net		221			53,812			242			—			54,275
Refundable income taxes		637			—			—			—			637
Prepaid expenses		2,718			5,114			20			—			7,852
Inventory		—			3,986			54			—			4,040
Deferred income taxes		3,235			—			—			—			3,235
Other current assets		392			610			7			—			1,009
Current assets of discontinued operations		—			364			—			—			364
Total current assets		11,748			64,195			498			—			76,441
Property, plant and equipment, net		4,716			409,193			8,498			—			422,407
Goodwill		—			118,257			—			—			118,257
Intangible assets, net		204			12,226			—			—			12,430
Restricted assets		—			645			—			—			645
Notes receivable - related party		149			—			—			—			149
Investments in unconsolidated entities		16,487			2,223			2,439			(1,932	)		19,217
Investments in subsidiaries		(39,829	)		—			—			39,829			—
Other non-current assets		15,384			11,947			—			—			27,331
Non-current assets of discontinued operations		—			1,636			—			—			1,636
		(2,889	)		556,127			10,937			37,897			602,072
Intercompany receivable		561,776			(521,125	)		(42,583	)		1,932			—
	$	570,635		$	99,197		$	(31,148	)	$	39,829		$	678,513

LIABILITIES AND STOCKHOLDERS’ EQUITY	Parent		Guarantors			Non-Guarantors			Elimination		Consolidated
CURRENT LIABILITIES:
Current maturities of long-term debt and capital leases	$	81	$	349		$	—		$	—	$	430
Current maturities of financing lease obligations		—		374			—			—		374
Accounts payable		19,252		29,832			458			—		49,542
Accrued payroll and related expenses		1,061		4,069			1			—		5,131
Accrued interest		6,102		7			—			—		6,109
Current accrued capping, closure and post-closure costs		—		5,278			3			—		5,281
Other accrued liabilities		8,353		13,886			474			—		22,713
Total current liabilities		34,849		53,795			936			—		89,580
Long-term debt and capital leases, less current maturities		505,595		1,564			—			—		507,159
Financing lease obligations, less current maturities		—		1,266			—			—		1,266
Accrued capping, closure and post-closure costs, less current  portion		—		40,661			39			—		40,700
Deferred income taxes		6,868		—			—			—		6,868
Other long-term liabilities		11,450		5,650			—			—		17,100
STOCKHOLDERS’ EQUITY:
Casella Waste Systems, Inc. stockholders’ equity		11,873		(3,739	)		(36,090	)		39,829		11,873
Noncontrolling interests		—		—			3,967			—		3,967
Total stockholders’ equity		11,873		(3,739	)		(32,123	)		39,829		15,840
	$	570,635	$	99,197		$	(31,148	)	$	39,829	$	678,513

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/employee		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

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED OCTOBER 31, 2013

(in thousands)

	Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
Revenues	$	—		$	131,729		$	567		$	—		$	132,296
Operating expenses:
Cost of operations		—			89,740			805			—			90,545
General and administration		595			15,779			51			—			16,425
Depreciation and amortization		225			15,251			193			—			15,669
Environmental remediation charge		—			150			—			—			150
Severance and reorganization costs		—			53			—			—			53
Expense from divestiture, acquisition and financing costs		—			4			—			—			4
		820			120,977			1,049			—			122,846
Operating income (loss)		(820	)		10,752			(482	)		—			9,450
Other expense (income), net:
Interest income		(1	)		(100	)		—			—			(101	)
Interest expense		9,616			19			—			—			9,635
(Income) loss from equity method investments		(10,757	)		(15	)		(76	)		10,757			(91	)
(Gain) loss on derivative instruments		629			—			—			—			629
Other income		(268	)		(124	)		—			—			(392	)
Other expense, net		(781	)		(220	)		(76	)		10,757			9,680
Income (loss) from continuing operations before income taxes		(39	)		10,972			(406	)		(10,757	)		(230	)
Provision (benefit) for income taxes		300			—			—			—			300
Income (loss) from continuing operations		(339	)		10,972			(406	)		(10,757	)		(530	)
Discontinued operations:
Income (loss) from discontinued operations, net		—			(45	)		—			—			(45	)
Net income (loss)		(339	)		10,927			(406	)		(10,757	)		(575	)
Less: Net income (loss) attributable to noncontrolling interests		—			—			(236	)		—			(236	)
Net income (loss) attributable to common stockholders	$	(339	)	$	10,927		$	(170	)	$	(10,757	)	$	(339	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED OCTOBER 31, 2012

(in thousands)

	Parent			Guarantors			Non- Guarantors			Elimination			Consolidated
Revenues	$	—		$	116,401		$	435		$	—		$	116,836
Operating expenses:
Cost of operations		(36	)		81,507			616			—			82,087
General and administration		157			13,714			12			—			13,883
Depreciation and amortization		269			14,240			61			—			14,570
Severance and reorganization costs		917			876			—			—			1,793
Expense from divestiture, acquisition and financing costs		—			77			—			—			77
		1,307			110,414			689			—			112,410
Operating income (loss)		(1,307	)		5,987			(254	)		—			4,426
Other expense (income), net:
Interest income		(8,176	)		(9	)		—			8,175			(10	)
Interest expense		11,790			7,901			—			(8,175	)		11,516
(Income) loss from equity method investments		2,275			(39	)		148			(2,275	)		109
(Gain) loss on derivative instruments		3,896			—			—			—			3,896
Loss on debt extinguishment		9,670			—			—			—			9,670
Other income		(208	)		(103	)		—			—			(311	)
Other expense, net		19,247			7,750			148			(2,275	)		24,870
Income (loss) from continuing operations before income taxes		(20,554	)		(1,763	)		(402	)		2,275			(20,444	)
Provision (benefit) for income taxes		413			—			—			—			413
Income (loss) from continuing operations		(20,967	)		(1,763	)		(402	)		2,275			(20,857	)
Discontinued operations:
Income (loss) from discontinued operations, net		—			(235	)		—			—			(235	)
Net income (loss)		(20,967	)		(1,998	)		(402	)		2,275			(21,092	)
Less: Net income (loss) attributable to noncontrolling interests		—			—			(125	)		—			(125	)
Net income (loss) attributable to common stockholders	$	(20,967	)	$	(1,998	)	$	(277	)	$	2,275		$	(20,967	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

SIX MONTHS ENDED OCTOBER 31, 2013

(in thousands)

	Parent			Guarantors			Non- Guarantors			Elimination			Consolidated
Revenues	$	—		$	259,423		$	1,431		$	—		$	260,854
Operating expenses:
Cost of operations		1			177,519			1,442			—			178,962
General and administration		748			30,712			43			—			31,503
Depreciation and amortization		437			30,055			374			—			30,866
Environmental remediation charge		—			150			—			—			150
Severance and reorganization costs		4			157			—			—			161
Expense from divestiture, acquisition and financing costs		—			24			—			—			24
		1,190			238,617			1,859			—			241,666
Operating income (loss)		(1,190	)		20,806			(428	)		—			19,188
Other expense (income), net:
Interest income		(1	)		(112	)		—			—			(113	)
Interest expense		18,963			31			—			—			18,994
(Income) loss from equity method investments		(19,928	)		(35	)		922			19,928			887
(Gain) loss on derivative instruments		(25	)		—			—			—			(25	)
Other income		(287	)		(242	)		(1	)		—			(530	)
Other expense, net		(1,278	)		(358	)		921			19,928			19,213
Income (loss) from continuing operations before income taxes		88			21,164			(1,349	)		(19,928	)		(25	)
Provision (benefit) for income taxes		619			—			—			—			619
Income (loss) from continuing operations		(531	)		21,164			(1,349	)		(19,928	)		(644	)
Discontinued operations:
Income (loss) from discontinued operations, net		—			284			—			—			284
Gain (loss) on disposal of discontinued operations, net		—			(378	)		—			—			(378	)
Net income (loss)		(531	)		21,070			(1,349	)		(19,928	)		(738	)
Less: Net income (loss) attributable to noncontrolling interests		—			—			(207	)		—			(207	)
Net income (loss) attributable to common stockholders	$	(531	)	$	21,070		$	(1,142	)	$	(19,928	)	$	(531	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

SIX MONTHS ENDED OCTOBER 31, 2012

(in thousands)

	Parent			Guarantors			Non- Guarantors			Elimination			Consolidated
Revenues	$	—		$	234,029		$	445		$	—		$	234,474
Operating expenses:
Cost of operations		(8	)		162,815			625			—			163,432
General and administration		4			29,038			31			—			29,073
Depreciation and amortization		533			28,685			61			—			29,279
Severance and reorganization costs		917			910			—			—			1,827
Expense from divestiture, acquisition and financing costs		303			328			—			—			631
		1,749			221,776			717			—			224,242
Operating income (loss)		(1,749	)		12,253			(272	)		—			10,232
Other expense (income), net:
Interest income		(16,239	)		(16	)		—			16,237			(18	)
Interest expense		23,578			15,866			—			(16,237	)		23,207
(Income) loss from equity method investments		5,841			(58	)		1,933			(5,841	)		1,875
(Gain) loss on derivative instruments		3,896			—			—			—			3,896
Loss on debt extinguishment		9,670			—			—			—			9,670
Other income		(220	)		(221	)		—			—			(441	)
Other expense, net		26,526			15,571			1,933			(5,841	)		38,189
Income (loss) from continuing operations before income taxes		(28,275	)		(3,318	)		(2,205	)		5,841			(27,957	)
Provision (benefit) for income taxes		1,063			—			—			—			1,063
Income (loss) from continuing operations		(29,338	)		(3,318	)		(2,205	)		5,841			(29,020	)
Discontinued operations:
Income (loss) from discontinued operations, net		—			(451	)		—			—			(451	)
Net income (loss)		(29,338	)		(3,769	)		(2,205	)		5,841			(29,471	)
Less: Net income (loss) attributable to noncontrolling interests		—			—			(133	)		—			(133	)
Net income (loss) attributable to common stockholders	$	(29,338	)	$	(3,769	)	$	(2,072	)	$	5,841		$	(29,338	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

THREE MONTHS ENDED OCTOBER 31, 2013

(in thousands)

	Parent			Guarantors		Non- Guarantors			Elimination			Consolidated
Net income (loss)	$	(339	)	$	10,927	$	(406	)	$	(10,757	)	$	(575	)
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net		—			—		(279	)		—			(279	)
Realized loss (gain) on derivative instruments reclassified into earnings, net		—			—		181			—			181
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—			18		—			—			18
Other comprehensive income (loss)		—			18		(98	)		—			(80	)
Comprehensive income (loss)		(339	)		10,945		(504	)		(10,757	)		(655	)
Less: Comprehensive income (loss) attributable to noncontrolling interests		—			—		(236	)		—			(236	)
Comprehensive income (loss) attributable to common stockholders	$	(339	)	$	10,945	$	(268	)	$	(10,757	)	$	(419	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

THREE MONTHS ENDED OCTOBER 31, 2012

(in thousands)

	Parent			Guarantors			Non- Guarantors			Elimination		Consolidated
Net income (loss)	$	(20,967	)	$	(1,998	)	$	(402	)	$	2,275	$	(21,092	)
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net		—			—			(716	)		—		(716	)
Realized loss (gain) on derivative instruments reclassified into earnings, net		3,625			—			321			—		3,946
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—			21			—			—		21
Other comprehensive income (loss)		3,625			21			(395	)		—		3,251
Comprehensive income (loss)		(17,342	)		(1,977	)		(797	)		2,275		(17,841	)
Less: Comprehensive income (loss) attributable to noncontrolling interests		—			—			(125	)		—		(125	)
Comprehensive income (loss) attributable to common stockholders	$	(17,342	)	$	(1,977	)	$	(672	)	$	2,275	$	(17,716	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

SIX MONTHS ENDED OCTOBER 31, 2013

(in thousands)

	Parent			Guarantors		Non- Guarantors			Elimination			Consolidated
Net income (loss)	$	(531	)	$	21,070	$	(1,349	)	$	(19,928	)	$	(738	)
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net		—			—		(568	)		—			(568	)
Realized loss (gain) on derivative instruments reclassified into earnings, net		—			—		345			—			345
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—			18		—			—			18
Other comprehensive income (loss)		—			18		(223	)		—			(205	)
Comprehensive income (loss)		(531	)		21,088		(1,572	)		(19,928	)		(943	)
Less: Comprehensive income (loss) attributable to noncontrolling interests		—			—		(207	)		—			(207	)
Comprehensive income (loss) attributable to common stockholders	$	(531	)	$	21,088	$	(1,365	)	$	(19,928	)	$	(736	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

SIX MONTHS ENDED OCTOBER 31, 2012

(in thousands)

	Parent			Guarantors			Non- Guarantors			Elimination		Consolidated
Net income (loss)	$	(29,338	)	$	(3,769	)	$	(2,205	)	$	5,841	$	(29,471	)
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) resulting from changes in fair value of derivative instruments, net		(1,257	)		—			(1,542	)		—		(2,799	)
Realized loss (gain) on derivative instruments reclassified into earnings, net		3,625			—			365			—		3,990
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—			15			—			—		15
Other comprehensive income (loss)		2,368			15			(1,177	)		—		1,206
Comprehensive income (loss)		(26,970	)		(3,754	)		(3,382	)		5,841		(28,265	)
Less: Comprehensive income (loss) attributable to noncontrolling interests		—			—			(133	)		—		(133	)
Comprehensive income (loss) attributable to common stockholders	$	(26,970	)	$	(3,754	)	$	(3,249	)	$	5,841	$	(28,132	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED OCTOBER 31, 2013

(in thousands)

		Parent			Guarantors			Non- Guarantors			Elimination		Consolidated
Net cash provided by (used in) operating activities		$	(25,720	)	$	53,481		$	358		$	—	$	28,119
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired			—			(2,822	)		—			—		(2,822	)
Additions to property, plant and equipment	- acquisition		—			(1,365	)		—			—		(1,365	)
	- growth		—			(2,824	)		(425	)		—		(3,249	)
	- maintenance		(1,059	)		(21,751	)		—			—		(22,810	)
Payments on landfill operating lease contracts			—			(3,471	)		—			—		(3,471	)
Investments in unconsolidated entities			(2,148	)		—			—			—		(2,148	)
Proceeds from sale of property and equipment			—			929			—			—		929
Net cash provided by (used in) investing activities			(3,207	)		(31,304	)		(425	)		—		(34,936	)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings			83,190			—			—			—		83,190
Principal payments on long-term debt			(71,735	)		(851	)		—			—		(72,586	)
Payments of financing costs			(388	)		—			—			—		(388	)
Intercompany borrowings			21,145			(21,145	)		—			—		—
Net cash provided by (used in) financing activities			32,212			(21,996	)		—			—		10,216
Net cash provided by (used in) discontinued operations			—			(201	)		—			—		(201	)
Net increase (decrease) in cash and cash equivalents			3,285			(20	)		(67	)		—		3,198
Cash and cash equivalents, beginning of period			1,260			253			242			—		1,755
Cash and cash equivalents, end of period		$	4,545		$	233		$	175		$	—	$	4,953

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED OCTOBER 31, 2012

(in thousands)

		Parent			Guarantors			Non- Guarantors			Elimination		Consolidated
Net cash provided by (used in) operating activities		$	(27,935	)	$	49,057		$	1,646		$	—	$	22,768
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired			—			(4,635	)		—			—		(4,635	)
Additions to property, plant and equipment	- acquisition		—			(417	)		—			—		(417	)
	- growth		—			(3,520	)		(4,678	)		—		(8,198	)
	- maintenance		(190	)		(24,586	)		—			—		(24,776	)
Payments on landfill operating lease contracts			—			(3,298	)		—			—		(3,298	)
Payment for capital related to divestiture			—			(618	)		—			—		(618	)
Investments in unconsolidated entities			(1,000	)		(1,566	)		1,566			—		(1,000	)
Proceeds from sale of property and equipment			—			543			—			—		543
Net cash provided by (used in) investing activities			(1,190	)		(38,097	)		(3,112	)		—		(42,399	)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings			236,177			—			—			—		236,177
Principal payments on long-term debt			(226,098	)		(930	)		—			—		(227,028	)
Change in restricted cash			(23,579	)		—			—			—		(23,579	)
Payment of tender premium and costs on second lien notes			(6,745	)		—			—			—		(6,745	)
Payments on financing costs			(4,329	)		—			—			—		(4,329	)
Net proceeds from the sale of class A common stock			42,149			—			—			—		42,149
Excess tax benefit on the vesting of share based awards			188			—			—			—		188
Contributions from noncontrolling interest holders			—			—			1,195			—		1,195
Intercompany borrowings			9,049			(9,049	)		—			—		—
Net cash provided by (used in) financing activities			26,812			(9,979	)		1,195			—		18,028
Net cash provided by (used in) discontinued operations			—			(1,030	)		—			—		(1,030	)
Net increase (decrease) in cash and cash equivalents			(2,313	)		(49	)		(271	)		—		(2,633	)
Cash and cash equivalents, beginning of period			3,799			368			367			—		4,534
Cash and cash equivalents, end of period		$	1,486		$	319		$	96		$	—	$	1,901