Subsidiary Guarantors

6 Months Ended

Oct. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Subsidiary Guarantors

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 condensed consolidating financial position as of October 31, 2014 and April 30, 2014, the consolidating results of operations and comprehensive income (loss) for the three and six months ended October 31, 2014 and 2013, and the condensed consolidating statements of cash flows for the six months ended October 31, 2014 and 2013 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.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF OCTOBER 31, 2014

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

ASSETS	Parent			Guarantors			Non- Guarantors			Elimination			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	1,997		$	257		$	480		$	—		$	2,734
Restricted cash		—			76			—			—			76
Accounts receivable - trade, net		603			58,561			139			—			59,303
Refundable income taxes		411			—			—			—			411
Prepaid expenses		2,677			5,357			7			—			8,041
Inventory		—			4,170			29			—			4,199
Deferred income taxes		2,222			—			—			—			2,222
Other current assets		296			3,983			8			—			4,287
Current assets of discontinued operations		—			371			—			—			371
Total current assets		8,206			72,775			663			—			81,644
Property, plant and equipment, net		4,365			401,290			649			—			406,304
Goodwill		—			119,170			—			—			119,170
Intangible assets, net		113			12,199			—			—			12,312
Restricted assets		—			790			—			—			790
Cost method investments		16,752			1,932			—			(1,932	)		16,752
Investments in subsidiaries		(14,880	)		—			—			14,880			—
Other non-current assets		13,187			10,352			—			—			23,539
Non-current assets of discontinued operations		—			1,283			—			—			1,283
		19,537			547,016			649			12,948			580,150
Intercompany receivable		535,113			(498,152	)		(38,893	)		1,932			—
	$	562,856		$	121,639		$	(37,581	)	$	14,880		$	661,794
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	Parent			Guarantors			Non- Guarantors			Elimination			Consolidated
CURRENT LIABILITIES:
Current maturities of long-term debt and capital leases	$	88		$	1,648		$	—		$	—		$	1,736
Accounts payable		16,559			30,324			493			—			47,376
Accrued payroll and related expenses		756			3,652			2			—			4,410
Accrued interest		6,126			9			—			—			6,135
Current accrued capping, closure and post-closure costs		—			3,824			3			—			3,827
Other accrued liabilities		9,167			9,277			228			—			18,672
Total current liabilities		32,696			48,734			726			—			82,156
Long-term debt and capital leases, less current maturities		520,861			1,181			—			—			522,042
Accrued capping, closure and post-closure costs, less current portion		—			40,414			37			—			40,451
Deferred income taxes		7,046			—			—			—			7,046
Other long-term liabilities		9,177			7,502			81			—			16,760
STOCKHOLDERS’ (DEFICIT) EQUITY:
Casella Waste Systems, Inc. stockholders (deficit)’ equity		(6,924	)		23,808			(38,688	)		14,880			(6,924	)
Noncontrolling interests		—			—			263			—			263
Total stockholders’ (deficit) equity		(6,924	)		23,808			(38,425	)		14,880			(6,661	)
	$	562,856		$	121,639		$	(37,581	)	$	14,880		$	661,794

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF APRIL 30, 2014

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

ASSETS	Parent			Guarantors			Non- Guarantors			Elimination			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	2,151		$	271		$	42		$	—		$	2,464
Restricted cash		—			76			—			—			76
Accounts receivable - trade, net		534			51,983			86			—			52,603
Refundable income taxes		465			—			—			—			465
Prepaid expenses		2,617			4,557			2			—			7,176
Inventory		—			3,852			53			—			3,905
Deferred income taxes		2,502			—			—			—			2,502
Other current assets		312			936			7			—			1,255
Current assets of discontinued operations		—			359			—			—			359
Total current assets		8,581			62,034			190			—			70,805
Property, plant and equipment, net		4,104			398,670			650			—			403,424
Goodwill		—			119,139			—			—			119,139
Intangible assets, net		159			13,261			—			—			13,420
Restricted assets		—			681			—			—			681
Cost method investments		16,752			1,932			—			(1,932	)		16,752
Investments in subsidiaries		(36,006	)		—			—			36,006			—
Other non-current assets		13,874			10,331			—			—			24,205
Non-current assets of discontinued operations		—			1,471			—			—			1,471
		(1,117	)		545,485			650			34,074			579,092
Intercompany receivable		543,291			(506,348	)		(38,875	)		1,932			—
	$	550,755		$	101,171		$	(38,035	)	$	36,006		$	649,897
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	Parent			Guarantors			Non- Guarantors			Elimination			Consolidated
CURRENT LIABILITIES:
Current maturities of long-term debt and capital leases	$	84		$	801		$	—		$	—		$	885
Accounts payable		22,678			28,286			824			—			51,788
Accrued payroll and related expenses		1,212			4,849			1			—			6,062
Accrued interest		6,084			3			—			—			6,087
Current accrued capping, closure and post-closure costs		—			7,309			3			—			7,312
Other accrued liabilities		7,289			10,081			242			—			17,612
Total current liabilities		37,347			51,329			1,070			—			89,746
Long-term debt and capital leases, less current maturities		504,836			2,298			—			—			507,134
Accrued capping, closure and post-closure costs, less current portion		—			37,306			36			—			37,342
Deferred income taxes		6,954			—			—			—			6,954
Other long-term liabilities		10,025			7,149			84			—			17,258
STOCKHOLDERS’ (DEFICIT) EQUITY:
Casella Waste Systems, Inc. stockholders (deficit)’ equity		(8,407	)		3,089			(39,095	)		36,006			(8,407	)
Noncontrolling interests		—			—			(130	)		—			(130	)
Total stockholders’ (deficit) equity		(8,407	)		3,089			(39,225	)		36,006			(8,537	)
	$	550,755		$	101,171		$	(38,035	)	$	36,006		$	649,897

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED OCTOBER 31, 2014

(in thousands)

	Parent			Guarantors			Non- Guarantors		Elimination			Consolidated
Revenues	$	—		$	141,040		$	301	$	—		$	141,341
Operating expenses:
Cost of operations		18			98,186			88		—			98,292
General and administration		617			15,961			4		—			16,582
Depreciation and amortization		188			15,840			—		—			16,028
Environmental remediation charge		—			375			—		—			375
		823			130,362			92		—			131,277
Operating income (loss)		(823	)		10,678			209		—			10,064
Other expense (income), net:
Interest income		—			(81	)		—		—			(81	)
Interest expense		9,710			(87	)		—		—			9,623
Earnings from consolidated entities		(11,111	)		—			—		11,111			—
(Gain) loss on derivative instruments		362			—			—		—			362
Other income		(265	)		(158	)		—		—			(423	)
Other expense, net		(1,304	)		(326	)		—		11,111			9,481
Income (loss) from continuing operations before income taxes		481			11,004			209		(11,111	)		583
Provision (benefit) for income taxes		222			—			—		—			222
Net income (loss)		259			11,004			209		(11,111	)		361
Less: Net income (loss) attributable to noncontrolling interests		—			—			102		—			102
Net income (loss) attributable to common stockholders	$	259		$	11,004		$	107	$	(11,111	)	$	259

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			15,783			51			—			16,429
Depreciation and amortization		225			15,251			193			—			15,669
Environmental remediation charge		—			150			—			—			150
Severance and reorganization costs		—			53			—			—			53
		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

SIX MONTHS ENDED OCTOBER 31, 2014

(in thousands)

	Parent			Guarantors			Non- Guarantors			Elimination			Consolidated
Revenues	$	—		$	282,130		$	598		$	—		$	282,728
Operating expenses:
Cost of operations		35			196,903			119			—			197,057
General and administration		997			32,431			(6	)		—			33,422
Depreciation and amortization		382			32,014			—			—			32,396
Environmental remediation charge		—			450			—			—			450
		1,414			261,798			113			—			263,325
Operating income (loss)		(1,414	)		20,332			485			—			19,403
Other expense (income), net:
Interest income		—			(168	)		—			—			(168	)
Interest expense		19,300			(127	)		—			—			19,173
Earnings from consolidated entities		(21,198	)		—			—			21,198			—
(Gain) loss on derivative instruments		293			—			—			—			293
Other income		(290	)		(324	)		—			—			(614	)
Other expense, net		(1,895	)		(619	)		—			21,198			18,684
Income (loss) from continuing operations before income taxes		481			20,951			485			(21,198	)		719
Provision (benefit) for income taxes		512			—			—			—			512
Net income (loss)		(31	)		20,951			485			(21,198	)		207
Less: Net income (loss) attributable to noncontrolling interests		—			—			238			—			238
Net income (loss) attributable to common stockholders	$	(31	)	$	20,951		$	247		$	(21,198	)	$	(31	)

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			30,736			43			—			31,527
Depreciation and amortization		437			30,055			374			—			30,866
Environmental remediation charge		—			150			—			—			150
Severance and reorganization costs		4			157			—			—			161
		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 COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED OCTOBER 31, 2014

(in thousands)

	Parent		Guarantors			Non-Guarantors		Elimination			Consolidated
Net income (loss)	$	259	$	11,004		$	209	$	(11,111	)	$	361
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—		(6	)		—		—			(6	)
Other comprehensive income (loss)		—		(6	)		—		—			(6	)
Comprehensive income (loss)		259		10,998			209		(11,111	)		355
Less: Comprehensive income (loss) attributable to noncontrolling interests		—		—			102		—			102
Comprehensive income (loss) attributable to common stockholders	$	259	$	10,998		$	107	$	(11,111	)	$	253

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (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 INCOME (LOSS)

SIX MONTHS ENDED OCTOBER 31, 2014

(in thousands)

	Parent			Guarantors		Non-Guarantors		Elimination			Consolidated
Net income (loss)	$	(31	)	$	20,951	$	485	$	(21,198	)	$	207
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) resulting from changes in fair value of marketable securities		—			6		—		—			6
Other comprehensive income (loss), net of tax		—			6		—		—			6
Comprehensive income (loss)		(31	)		20,957		485		(21,198	)		213
Less: Comprehensive income (loss) attributable to noncontrolling interests		—			—		238		—			238
Comprehensive income (loss) attributable to common stockholders	$	(31	)	$	20,957	$	247	$	(21,198	)	$	(25	)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED OCTOBER 31, 2014

(in thousands)

	Parent			Guarantors			Non-Guarantors		Elimination		Consolidated
Net cash provided by (used in) operating activities	$	(15,540	)	$	38,246		$	128	$	—	$	22,834
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired		—			(314	)		—		—		(314	)
Acquisition related additions to property, plant and equipment		—			(45	)		—		—		(45	)
Additions to property, plant and equipment		(598	)		(34,950	)		—		—		(35,548	)
Payments on landfill operating lease contracts		—			(2,454	)		—		—		(2,454	)
Payments related to investments		—			(310	)		310		—		—
Proceeds from sale of property and equipment		—			342			—		—		342
Net cash provided by (used in) investing activities		(598	)		(37,731	)		310		—		(38,019	)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings		—			80,700			—		—		80,700
Principal payments on long-term debt		(64,802	)		(268	)		—		—		(65,070	)
Payments of financing costs		(506	)		—			—		—		(506	)
Proceeds from the exercise of share based awards		143			—			—		—		143
Excess tax benefit on the vesting of share based awards		12			—			—		—		12
Intercompany borrowings		81,137			(81,137	)		—		—		—
Net cash provided by (used in) financing activities		15,984			(705	)		—		—		15,279
Net cash provided by (used in) discontinued operations		—			176			—		—		176
Net increase (decrease) in cash and cash equivalents		(154	)		(14	)		438		—		270
Cash and cash equivalents, beginning of period		2,151			271			42		—		2,464
Cash and cash equivalents, end of period	$	1,997		$	257		$	480	$	—	$	2,734

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	)
Acquisition related additions to property, plant and equipment		—			(1,365	)		—			—		(1,365	)
Additions to property, plant and equipment		(1,059	)		(24,575	)		(425	)		—		(26,059	)
Payments on landfill operating lease contracts		—			(3,471	)		—			—		(3,471	)
Payments related to investments		(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