The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in
thousands, except for per share data)
Casella Waste Systems, Inc. (Parent), and its consolidated
subsidiaries (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 provides 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 account and industrial services, discontinued operations and earnings from equity method investees, as applicable, are included in our Other segment.
The accompanying unaudited consolidated financial statements, which include the accounts of the Parent, our wholly-owned subsidiaries and any partially owned
entities over which we have 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 significant 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 the cost method of accounting, as appropriate. Our significant accounting policies are more fully discussed in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on
March 2, 2016.
Preparation of our 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 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 and six months ended June 30, 2016 may
not be indicative of the results for any other interim period or the entire fiscal year. The 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 fiscal year ended December 31, 2015.
For comparative purposes, certain prior period amounts in the consolidated
financial statements, including the presentation of debt issuance costs, have been reclassified to conform to the current period presentation. See Note 2,
Accounting Changes
for discussion regarding changes to the presentation of debt
issuance costs and Note 6,
Long-Term Debt
for the updated disclosure.
Subsequent Events
We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of June 30, 2016, but prior to the filing of
the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. We have determined that there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q.
7
A table providing a brief description of recent Accounting Standards Updates
(ASU) to the Accounting Standards Codification (ASC) issued by the Financial Accounting Standards Board (FASB) deemed to have a material effect on our consolidated financial statements upon adoption follows:
|
|
|
|
|
Standard
|
|
Description
|
|
Effect on the Financial Statements or Other
Significant
Matters
|
Accounting standards that were adopted effective January 1,
2016
|
ASU 2016-09: Compensation - Stock Compensation (Topic 718)
|
|
Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the
statement of cash flows.
|
|
The adoption of this ASU resulted in the following: (1) our stock-based compensation accounting policy was updated to record stock-based compensation expense for all equity-based awards by accounting for forfeitures as they
occur; (2) our accounting for excess tax benefits and tax deficiencies in the calculation of income tax expense was updated; and (3) excess tax benefits are classified as a cash flow from operating activities and are no longer separated from income
tax cash flows and classified as a cash flow from financing activities.
|
|
|
|
ASU 2015-03 and 15: Imputation of Interest (Topic 835-30)
|
|
These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.
|
|
The adoption of this ASU resulted in the presentation of debt issuance costs on our balance sheet being treated as a direct reduction of the carrying amount of the debt liability rather than a capitalized other non-current asset.
See Note 6,
Long-Term Debt
for the updated disclosure.
|
8
A table providing a brief description of recent accounting pronouncements that may have a material effect on our
consolidated financial statements upon adoption follows:
|
|
|
|
|
Standard
|
|
Description
|
|
Effect on the Financial Statements or Other
Significant
Matters
|
Accounting standards that are not yet adopted
|
ASU 2016-02: Leases (Topic 842)
|
|
Requires that a lessee recognize at the commencement date: a lease liability, which is a lessees obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an
asset that represents the lessees right to use, or control the use of, a specified asset for the lease term.
|
|
The adoption of this ASU primarily impacts the balance sheet through the recognition of a right-of-use asset and lease liability for all leases. This guidance is effective January 1, 2019 using a modified retrospective transition
approach with early adoption permitted.
|
|
|
|
ASU 2016-01: Financial Instruments - Overall (Topic 825-10)
|
|
Requires the following: (1) equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value
recognized in net income; (2) entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (3) separate presentation of financial assets and financial liabilities by measurement category and
form of financial asset; and (4) the elimination of the disclosure requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized
cost.
|
|
The adoption of this ASU results in a cumulative-effect adjustment to the balance sheet, the recognition of changes in fair value of certain equity investments in net income, and enhanced dislosure. This guidance is effective
January 1, 2018 with a cumulative-effect adjustment.
|
|
|
|
ASU 2014-09, ASU 2015-14, ASU 2016-10 and ASU 2016-12: Revenue from Contracts with Customers (Topic 606)
|
|
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled
in exchange for those goods or services.
|
|
We are currently evaluating the alternative methods of adoption and the effect on our consolidated financial statements and related disclosures. This guidance is effective January 1, 2018 using a full or modified retrospective
approach with early adoption permitted January 1, 2017.
|
We acquired three transfer stations in our Western region during the three months
ended June 30, 2016. The operating results of the acquired businesses are 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 each acquisition, with the residual amounts recorded as goodwill.
9
A summary of the purchase prices and the allocation of the purchase prices for these acquisitions follow:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2016
|
|
|
2015
|
|
Purchase Price:
|
|
|
|
|
|
|
|
|
Cash used in acquisitions
|
|
$
|
2,439
|
|
|
$
|
|
|
Holdbacks
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,839
|
|
|
|
|
|
Current assets
|
|
|
40
|
|
|
|
|
|
Land
|
|
|
353
|
|
|
|
|
|
Building
|
|
|
1,360
|
|
|
|
|
|
Equipment
|
|
|
269
|
|
|
|
|
|
Other liabilities, net
|
|
|
(106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of assets acquired and liabilities assumed
|
|
|
1,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess purchase price allocated to goodwill
|
|
$
|
923
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited pro forma combined information that shows our operational results as though each of the acquisitions completed in
the three months ended June 30, 2016 had occurred as of January 1, 2015 follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Revenue
|
|
$
|
144,670
|
|
|
$
|
144,537
|
|
|
$
|
270,926
|
|
|
$
|
261,939
|
|
Operating income
|
|
$
|
15,596
|
|
|
$
|
11,263
|
|
|
$
|
17,491
|
|
|
$
|
14,309
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
5,195
|
|
|
$
|
978
|
|
|
$
|
(2,460
|
)
|
|
$
|
(8,342
|
)
|
Basic net income (loss) per share attributable to common stockholders
|
|
$
|
0.13
|
|
|
$
|
0.02
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
|
|
41,132
|
|
|
|
40,447
|
|
|
|
41,064
|
|
|
|
40,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share attributable to common stockholders
|
|
$
|
0.12
|
|
|
$
|
0.02
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding
|
|
|
41,598
|
|
|
|
40,846
|
|
|
|
41,064
|
|
|
|
40,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 January 1, 2015 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.
4
.
|
GOODWILL AND INTANGIBLE ASSETS
|
A summary of the activity and balances related to goodwill by operating
segment follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
Acquisitions
|
|
|
June 30, 2016
|
|
Eastern region
|
|
$
|
17,429
|
|
|
$
|
|
|
|
$
|
17,429
|
|
Western region
|
|
|
87,503
|
|
|
|
923
|
|
|
|
88,426
|
|
Recycling
|
|
|
12,315
|
|
|
|
|
|
|
|
12,315
|
|
Other
|
|
|
1,729
|
|
|
|
|
|
|
|
1,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
118,976
|
|
|
$
|
923
|
|
|
$
|
119,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
A summary of intangible assets by intangible asset type follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Covenants
Not-to-Compete
|
|
|
Client Lists
|
|
|
Total
|
|
Balance, June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
$
|
17,226
|
|
|
$
|
16,071
|
|
|
$
|
33,297
|
|
Less accumulated amortization
|
|
|
(16,148
|
)
|
|
|
(8,724
|
)
|
|
|
(24,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,078
|
|
|
$
|
7,347
|
|
|
$
|
8,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Covenants
Not-to-Compete
|
|
|
Client Lists
|
|
|
Total
|
|
Balance, December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
$
|
17,266
|
|
|
$
|
16,065
|
|
|
$
|
33,331
|
|
Less accumulated amortization
|
|
|
(16,198
|
)
|
|
|
(7,881
|
)
|
|
|
(24,079
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,068
|
|
|
$
|
8,184
|
|
|
$
|
9,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible amortization expense was $519 and $1,043 during the three and six months ended June 30, 2016, respectively, as
compared to $632 and $1,381 during the three and six months ended June 30, 2015, respectively.
A summary of intangible amortization expense
estimated for the five fiscal years following fiscal year 2015 and thereafter follows:
|
|
|
|
|
Estimated Future Amortization Expense as of June 30,
2016:
|
|
|
|
For the fiscal year ending December 31, 2016
|
|
$
|
1,037
|
|
For the fiscal year ending December 31, 2017
|
|
$
|
1,827
|
|
For the fiscal year ending December 31, 2018
|
|
$
|
1,624
|
|
For the fiscal year ending December 31, 2019
|
|
$
|
1,256
|
|
For the fiscal year ending December 31, 2020
|
|
$
|
1,063
|
|
Thereafter
|
|
$
|
1,618
|
|
5.
|
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE
|
Accrued final capping, closure and post-closure costs
include the current and non-current portion of costs associated with obligations for final capping, closure and post-closure of our landfills. We estimate our future final capping, closure and post-closure costs in order to determine the final
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. A summary of the changes to accrued final capping, closure and post-closure liabilities follows:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
|
|
2016
|
|
|
2015
|
|
Beginning balance
|
|
$
|
41,041
|
|
|
$
|
39,829
|
|
Obligations incurred
|
|
|
1,143
|
|
|
|
1,116
|
|
Revisions in estimates (1)
|
|
|
(56
|
)
|
|
|
|
|
Accretion expense
|
|
|
1,782
|
|
|
|
1,665
|
|
Obligations settled (2)
|
|
|
(432
|
)
|
|
|
(984
|
)
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
43,478
|
|
|
$
|
41,626
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Relates to changes in estimates and assumptions concerning anticipated waste flow, cost and timing of future final capping, closure and post-closure activities at certain of our landfills.
|
(2)
|
Includes amounts that are being processed through accounts payable as a part of our disbursement cycle.
|
11
A summary of long-term debt and capital leases by debt instrument follows:
|
|
|
|
|
|
|
|
|
|
|
June 30,
2016
|
|
|
December 31,
2015
|
|
Senior Secured Asset-Based Revolving Credit Facility:
|
|
|
|
|
|
|
|
|
Due February 2020; bearing interest at one-month LIBOR plus 2.25%
|
|
$
|
55,800
|
|
|
$
|
57,422
|
|
Tax-Exempt Bonds:
|
|
|
|
|
|
|
|
|
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014
due December 2044 - fixed rate interest period through 2019, bearing interest at 3.75%
|
|
|
25,000
|
|
|
|
25,000
|
|
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series
2014R-2 due December 2044 - fixed rate interest period through 2026, bearing interest at 3.125%
|
|
|
15,000
|
|
|
|
|
|
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 due January
2025 - fixed rate interest period through 2017, bearing interest at 6.25%
|
|
|
21,400
|
|
|
|
21,400
|
|
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 due August 2035 - fixed
rate interest period through 2025, bearing interest at 5.125%
|
|
|
15,000
|
|
|
|
15,000
|
|
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 due
April 2036 - fixed rate interest period through 2018, bearing interest at 4.75%
|
|
|
16,000
|
|
|
|
16,000
|
|
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series
2013 due April 2029 - fixed rate interest period through 2019, bearing interest at 4.00%
|
|
|
11,000
|
|
|
|
11,000
|
|
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1; letter of credit
backed due January 2025 - variable rate interest period through 2017, bearing interest at SIFMA Index
|
|
|
3,600
|
|
|
|
3,600
|
|
Other:
|
|
|
|
|
|
|
|
|
Capital leases maturing through April 2023, bearing interest at up to 7.70%
|
|
|
4,508
|
|
|
|
4,130
|
|
Notes payable maturing through January 2021, bearing interest at up to 7.00%
|
|
|
1,153
|
|
|
|
1,167
|
|
Senior Subordinated Notes:
|
|
|
|
|
|
|
|
|
Due February 2019; bearing interest at 7.75%
|
|
|
350,570
|
|
|
|
370,300
|
|
|
|
|
|
|
|
|
|
|
Principal amount of long-term debt and capital leases
|
|
|
519,031
|
|
|
|
525,019
|
|
Lessunamortized discount and debt issuance costs (1)
|
|
|
15,816
|
|
|
|
17,586
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital leases less unamortized discount and debt issuance costs
|
|
|
503,215
|
|
|
|
507,433
|
|
Lesscurrent maturities of long-term debt
|
|
|
1,411
|
|
|
|
1,448
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
501,804
|
|
|
$
|
505,985
|
|
|
|
|
|
|
|
|
|
|
(1)
|
A summary of unamortized discount and debt issuance costs by debt instrument follows:
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2016
|
|
|
December 31,
2015
|
|
Senior Secured Asset-Based Revolving Credit Facility
|
|
$
|
4,976
|
|
|
$
|
5,593
|
|
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds
Series 2014
|
|
|
1,314
|
|
|
|
1,407
|
|
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds
Series 2014R-2
|
|
|
602
|
|
|
|
|
|
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2
|
|
|
534
|
|
|
|
566
|
|
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015
|
|
|
795
|
|
|
|
830
|
|
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds
Series 2013
|
|
|
620
|
|
|
|
636
|
|
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series
2013
|
|
|
627
|
|
|
|
690
|
|
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1
|
|
|
33
|
|
|
|
35
|
|
Senior Subordinated Notes
|
|
|
6,315
|
|
|
|
7,829
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
15,816
|
|
|
$
|
17,586
|
|
|
|
|
|
|
|
|
|
|
12
Financing Activities
New York Bonds 2016
In the three months ended
June 30, 2016, we completed a financing transaction involving the issuance by the New York State Environmental Facilities Corporation of $15,000 aggregate principal amount of Solid Waste Disposal Revenue Bonds Series 2014R-2 (New York
Bonds 2016). We borrowed the proceeds of the offering of the New York Bonds 2016 to finance or refinance certain capital projects in the state of New York, and to pay certain costs of issuance of the New York Bonds 2016. As of June 30,
2016, we had $848 of restricted cash reserved for repayment of certain capital projects in the state of New York as a result of this financing.
As of
June 30, 2016, we had outstanding $15,000 aggregate principal amount of New York Bonds 2016. The New York Bonds 2016, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned
subsidiaries, accrue interest at 3.125% per annum through May 31, 2026, at which time they may be converted from a fixed rate to a variable rate, and interest is payable on June 1 and December 1 of each year.
Loss on Debt Extinguishment
Senior Subordinated Notes
In the three months ended June 30, 2016, we redeemed and permanently retired $12,500 aggregate principal amount of 7.75% senior subordinated
notes due February 2019 (2019 Notes) at a redemption price equal to 101.938% of the principal amount thereof plus accrued and unpaid interest thereon in order to maximize interest savings by paying down our most expensive debt. As a
result of the redemption, we recorded a loss on debt extinguishment of $525 in the three months ended June 30, 2016 related to the premium associated with the redemption price, the write off of debt issuance costs and unamortized original issue
discount in proportion with the settlement amount.
In the three months ended June 30, 2016, we repurchased and permanently retired $3,000 aggregate
principal amount of 2019 Notes at a repurchase price of $102.25 in order to maximize interest savings by paying down our most expensive debt. As a result of the repurchase, we recorded a loss on debt extinguishment of $68 in the three months ended
June 30, 2016 related to the premium associated with the repurchase price, the write off of debt issuance costs and unamortized original issue discount in proportion with the settlement amount.
In the quarter ended March 31, 2016, we repurchased and permanently retired $4,230 aggregate principal amount of 2019 Notes at a repurchase price of
$96.75 in order to maximize interest savings by paying down our most expensive debt. As a result of the repurchase, we recorded a gain on debt extinguishment of $48 in the quarter ended March 31, 2016 related to the non-cash gain associated
with the below par repurchase price, net of the write off of debt issuance costs and unamortized original issue discount in proportion with the settlement amount.
Senior Credit Facility
In the quarter ended
March 31, 2015, we recorded a charge of $521 as a loss on debt extinguishment related to the write-off of debt issuance costs in connection with changes to the borrowing capacity from our previous senior revolving credit and letter of credit
facility that was due March 2016 (Senior Credit Facility) to our current senior secured asset-based revolving credit and letter of credit facility due February 2020 (ABL Facility). The remaining unamortized deferred financing
costs of the Senior Credit Facility, along with fees paid to the creditor and third-party costs incurred for the ABL Facility, are to be amortized over the term of the ABL Facility.
7.
|
COMMITMENTS AND 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 allegations of environmental damage or violations of the permits and licenses pursuant to
which we operate. In addition, we may be 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 a waste management business.
In accordance with FASB ASC 450-20, we accrue for legal proceedings, inclusive of legal costs, when
losses become probable and reasonably estimable. As of the end of each applicable reporting period, we review each of our legal
13
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 loss 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 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 FASB ASC 450-20.
Expera Old Town, LLC v. Casella Waste Systems, Inc.
On
or about November 6, 2015, Expera Old Town, LLC (Expera) filed a lawsuit against us in Maine Superior Court, seeking damages for breach of contract and unjust enrichment and an action for declaratory judgment (Lawsuit).
Expera was a successor-in-interest to a contract between us and Old Town Fuel and Fiber (OTFF), the former owner of a pulp manufacturing facility (Facility) located in Old Town, Maine (Contract). Expera purchased
the Facility during the pendency of the bankruptcy of OTFF. Since the filing of the Lawsuit, Expera has sold the Facility and related assets to MFGR LLC (MFGR). MFGR alleged that we had the obligation to provide a specialized type of
wood fuel to the Facility or, alternatively, that we owed a Fuel Replacement Fee of up to $2,000 a year (subject to the possibility of certain credits against such payments). The Contract was to expire in 2036.
On or about February 10, 2016, we reached an agreement in principle with MFGR to dismiss the Lawsuit with prejudice, and to resolve all outstanding
claims of any nature including future claims which could arise under the Contract, and a Joint Stipulation of Dismissal with Prejudice was filed with the Superior Court on April 15, 2016. On or about April 12, 2016, the Parties entered
into a Settlement Agreement (SA) along with other ancillary agreements. Pursuant to the SA, we paid MFGR $1,250 upon execution of the SA, and will pay $350 a year for five years following execution of the SA. Accordingly, taking into
account the net present value of the settlement payments, we recorded a reserve of $2,616 that included a contract settlement charge of $1,940 and operating expenses of $676 recorded in the fiscal year ended December 31, 2015. As of
June 30, 2016, $1,355 of this reserve remains outstanding. We have also reserved $34 for legal costs associated with the Lawsuit and SA as of June 30, 2016.
We have also entered into a new leachate disposal agreement at market prices with MFGR for the treatment of leachate from the landfill managed by us for the
state of Maine located in Old Town, Maine (Juniper Ridge Landfill), and MFGR has entered into a waste disposal agreement at market prices with us for the disposal at Juniper Ridge Landfill of waste materials produced in the demolition or
re-purposing of the Facility.
Environmental Remediation 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 that existed 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. The following
matters represents our potential or outstanding material claims.
Southbridge Recycling & Disposal Park, Inc.
In October 2015, our Southbridge Recycling and Disposal Park, Inc. (SRD) subsidiary reported to the Massachusetts Department of Environmental
Protection (MADEP) results of analysis of samples collected pursuant to our existing permit from private drinking water wells located near the Town of Southbridge, Massachusetts Landfill (Southbridge Landfill), which is
operated by SRD. Those results indicated the presence of contaminants above the levels triggering notice and response obligations under MADEP regulations. In response to those results, we are carrying out an Immediate Response Action pursuant to
state law. Further, we have implemented a plan to analyze and better understand the groundwater near the Southbridge Landfill and we are investigating with the objective of identifying the source or sources of the elevated levels of contamination
measured in the well samples. If it is determined that some or all of the contamination originated at the Southbridge Landfill, we will work with the Town of Southbridge (Town), the Southbridge Landfill owner and operator of an unlined
portion of the Southbridge Landfill prior to our operation of a double-lined portion of the Southbridge Landfill
14
commencing in 2004, to evaluate and allocate the liabilities related to that contamination. In July 2016, we sent correspondence to the Town pursuant to Chapter 21E of Massachusetts General Laws
advising the Town that we have incurred expenditures of $1,548, that we expect the Town to reimburse us for such costs, and for the Town to be responsible for any such costs in the future, as well as any other costs or liabilities resulting from the
release of contaminants from the Southbridge Landfill.
In February 2016, we received a Notice of Intent to Sue under the Resource Conservation and
Recovery Act from a law firm representing residents from approximately 40 homes located in the vicinity of the Southbridge Landfill, indicating its intent to file suit against us. We believe it is reasonably possible that a loss may occur as a
result of this potential matter although an estimate of loss cannot be reasonably provided at this time. We would also expect the Town to be responsible for any costs or liabilities associated with this suit relative to alleged contamination
originating from the Southbridge Landfill pursuant to Chapter 21E.
Potsdam Environmental Remediation Liability
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 in Potsdam, New York, including the preparation of a Remedial Investigation and Feasibility Study (Study). A draft of the Study was submitted to the 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 would 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. An Order on Consent and Administrative Settlement naming WSI and NiMo as Respondents was executed by the Respondents and DEC with an effective date of October 25,
2013. On January 29, 2016, a Cost-Sharing Agreement was executed between WSI, NiMo, Alcoa Inc. (Alcoa) and Reynolds Metal Company (Reynolds) whereby Alcoa and Reynolds elected to voluntarily participate in the onsite
remediation activities at a 15% participant share. It is unlikely that any significant expenditures relating to onsite remediation will be incurred until the fiscal year ending December 31, 2017. WSI is jointly and severally liable with NiMo,
Alcoa and Reynolds for the total cost to remediate.
We have recorded an environmental remediation liability associated with the Potsdam site based on
incurred costs to date and estimated costs to complete the remediation in other accrued liabilities and other long-term liabilities. Our expenditures could be significantly higher if costs exceed estimates. We inflate the estimated costs in current
dollars to the expected time of payment and discount the total cost to present value using a risk free interest rate of 1.8%. A summary of the changes to the environmental remediation liability associated with the Potsdam environmental remediation
liability follows:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2016
|
|
|
2015
|
|
Beginning balance
|
|
$
|
5,221
|
|
|
$
|
5,142
|
|
Accretion expense
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
5,221
|
|
|
$
|
5,182
|
|
|
|
|
|
|
|
|
|
|
Stock Based Compensation
Shares Available For Issuance
In the fiscal year
ended April 30, 2007, we adopted the 2006 Stock Incentive Plan (2006 Plan). The 2006 Plan was amended in the fiscal year ended April 30, 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
15
other similar events), plus (ii) such additional number of shares of Class A common stock as were subject to stock options granted under our 1993 Incentive Stock Option Plan, 1994
Non-statutory Stock Option Plan, 1996 Stock Option Plan, and 1997 Stock Incentive Plan (Prior Plans), which were not actually issued under the Prior Plans because such stock options expire or otherwise result in shares not being issued.
As of June 30, 2016, there were 562 Class A common stock equivalents available for future grant under the 2006 Plan, inclusive of additional Class A common stock equivalents that were previously issued under our terminated plans and
have become available for grant because such awards expired or otherwise resulted in shares not being issued. No awards may be granted under the 2006 Plan after October 9, 2016 and accordingly we expect to implement a new stock incentive plan
which would be recommended to stockholders for approval at the 2016 Annual Meeting of Stockholders.
Stock Options
Stock 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, stock 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 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
Weighted
Average
Exercise Price
|
|
|
Weighted
Average
Remaining
Contractual
Term (years)
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding, December 31, 2015
|
|
|
1,297
|
|
|
$
|
7.03
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(45
|
)
|
|
$
|
12.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2016
|
|
|
1,252
|
|
|
$
|
6.82
|
|
|
|
5.2
|
|
|
$
|
2,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, June 30, 2016
|
|
|
917
|
|
|
$
|
7.15
|
|
|
|
3.9
|
|
|
$
|
2,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected to vest, June 30, 2016
|
|
|
1,251
|
|
|
$
|
6.82
|
|
|
|
5.2
|
|
|
$
|
2,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense for stock options was $146 and $292 during the three and six months ended June 30, 2016,
respectively, as compared to $160 and $317 during the three and six months ended June 30, 2015, respectively.
As of June 30, 2016, total
unrecognized stock-based compensation expense related to outstanding stock options was $929, which will be recognized over a weighted average period of 1.8 years.
Other Stock Awards
We grant restricted stock
awards, restricted stock units and performance-based stock units under the 2006 Plan 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 of the date of grant. Restricted stock units vest incrementally over an identified service period beginning on the grant date based on continued employment. Performance-based
stock units vest at a future date following the grant date and are based on the attainment of certain performance targets.
16
A summary of restricted stock, restricted stock unit and performance-based stock unit activity follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock,
Restricted Stock Units,
and Performance-Based
Stock
Units (1)
|
|
|
Weighted
Average
Grant Price
|
|
|
Weighted Average
Remaining
Contractual Term
(years)
|
|
|
Aggregate Intrinsic
Value
|
|
Outstanding, December 31, 2015
|
|
|
962
|
|
|
$
|
4.49
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
400
|
|
|
$
|
6.32
|
|
|
|
|
|
|
|
|
|
Class A Common Stock Vested
|
|
|
(398
|
)
|
|
$
|
4.38
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(5
|
)
|
|
$
|
5.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2016
|
|
|
959
|
|
|
$
|
5.29
|
|
|
|
2.0
|
|
|
$
|
2,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected to vest, June 30, 2016
|
|
|
799
|
|
|
$
|
5.25
|
|
|
|
2.0
|
|
|
$
|
2,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Performance-based stock units are included at the 100% attainment level. Attainment of the maximum performance targets could result in the issuance of an additional 43 shares of Class A common stock.
|
Stock-based compensation expense related to restricted stock, restricted stock units and performance-based stock units was $729 and $1,278
during the three and six months ended June 30, 2016, respectively, as compared to $594 and $1,080 during the three and six months ended June 30, 2015, respectively.
During the three and six months ended June 30, 2016, the total fair value of other stock awards vested was $1,647 and $2,654, respectively.
As of June 30, 2016, total unrecognized stock-based compensation expense related to outstanding restricted stock and restricted stock units was $3,316,
which will be recognized over a weighted average period of 1.9 years. As of June 30, 2016, maximum unrecognized stock-based compensation expense related to outstanding performance-based stock units was $442 to be recognized over a weighted
average period of 2.5 years.
We also recorded $26 and $52 of stock-based compensation expense related to our Amended and Restated 1997 Employee Stock
Purchase Plan during the three and six months ended June 30, 2016, respectively, as compared to $21 and $38 during the three and six months ended June 30, 2015, respectively.
Accumulated Other Comprehensive (Loss) Income
A summary
of the changes in the balances of each component of accumulated other comprehensive (loss) income, net of tax follows:
|
|
|
|
|
|
|
Marketable
Securities
|
|
Balance as of December 31, 2015
|
|
$
|
7
|
|
Other comprehensive loss before reclassifications
|
|
|
(39
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive loss
|
|
|
(39
|
)
|
|
|
|
|
|
Balance as of June 30, 2016
|
|
$
|
(32
|
)
|
|
|
|
|
|
17
A summary of the numerator and denominators used in the computation of earnings per
share follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
5,195
|
|
|
$
|
1,025
|
|
|
$
|
(2,413
|
)
|
|
$
|
(8,247
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares outstanding, end of period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock
|
|
|
40,500
|
|
|
|
39,927
|
|
|
|
40,500
|
|
|
|
39,927
|
|
Class B common stock
|
|
|
988
|
|
|
|
988
|
|
|
|
988
|
|
|
|
988
|
|
Unvested restricted stock
|
|
|
(115
|
)
|
|
|
(156
|
)
|
|
|
(115
|
)
|
|
|
(156
|
)
|
Effect of weighted average shares outstanding
|
|
|
(241
|
)
|
|
|
(312
|
)
|
|
|
(309
|
)
|
|
|
(327
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding
|
|
|
41,132
|
|
|
|
40,447
|
|
|
|
41,064
|
|
|
|
40,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of potentially dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of options and restricted / performance stock
units
|
|
|
466
|
|
|
|
399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding
|
|
|
41,598
|
|
|
|
40,846
|
|
|
|
41,064
|
|
|
|
40,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Antidilutive potentially issuable shares
|
|
|
473
|
|
|
|
793
|
|
|
|
2,211
|
|
|
|
2,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
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 for the periods reported below include cash and cash equivalents, restricted investments held in trust on deposit with various banks
as collateral for our obligations relative to our landfill final capping, closure and post-closure costs, restricted cash reserved to finance certain capital projects, trade receivables, 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 due to their short-term nature. The fair value of restricted investments held in trust and restricted cash, which are
valued using quoted market prices, are included as restricted assets in the Level 1 tier below. The fair value of the interest rate derivative, included in the Level 2 tier below, was calculated based on a valuation obtained from our counter-party
based primarily on the three month London Interbank Offered Rate yield curve that was observable at commonly quoted intervals for the full term of the swap. The interest rate derivative matured on March 15, 2016. We recognize all derivatives
accounted for on the balance sheet at fair value.
18
Summaries of our financial assets and liabilities that are measured at fair value on a recurring basis follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement at June 30, 2016 Using:
|
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted assets - capital projects
|
|
$
|
848
|
|
|
$
|
|
|
|
$
|
|
|
Restricted assets - landfill closure
|
|
|
914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,762
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement at December 31, 2015 Using:
|
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted assets - capital projects
|
|
$
|
1,348
|
|
|
$
|
|
|
|
$
|
|
|
Restricted assets - landfill closure
|
|
|
903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,251
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivative
|
|
$
|
|
|
|
$
|
178
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Debt
As of
June 30, 2016, the fair value of our fixed rate debt, including our 2019 Notes, Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 (FAME Bonds 2005R-2), Finance Authority of Maine Solid Waste Disposal
Revenue Bonds Series 2015 (FAME Bonds 2015), Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (Vermont Bonds), New York State Environmental Facilities Corporation Solid Waste
Disposal Revenue Bonds Series 2014 (New York Bonds 2014), New York Bonds 2016 and Solid Waste Disposal Revenue Bonds Series 2013 issued by the Business Finance Authority of the State of New Hampshire (New Hampshire
Bonds) was approximately $466,317 and the carrying value was $453,970. The fair value of the 2019 Notes are 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, the FAME Bonds 2015, the Vermont Bonds, the New York Bonds 2014, the New York Bonds 2016 and the New Hampshire Bonds is considered to be Level 2 within the fair value hierarchy as the fair value is
determined using market approach pricing provided by a third-party 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 each of the
bonds or securities with similar characteristics.
Although we have determined the estimated fair value amounts of the FAME Bonds 2005R-2, the FAME Bonds
2015, the Vermont Bonds, the New York Bonds 2014, the New York Bonds 2016 and the New Hampshire Bonds using available market information and commonly accepted valuation methodologies, a change in available market information, and/or the use of
different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. These amounts have not been revalued, and current estimates of fair value could differ significantly from the amounts presented. As of
June 30, 2016, the fair value of our ABL Facility is considered to be Level 2 within the fair value hierarchy as the fair value approximates its carrying value of $55,800 based on current borrowing rates for similar types of borrowing
arrangements. The carrying value of our remaining material variable rate debt, the Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1, approximates fair value because the interest rate for the debt instrument is based on a
market index that approximates current market rates for instruments with similar risk and maturities.
19
11.
|
DIVESTITURE TRANSACTIONS
|
Sale of Business
In the three months ended June 30, 2015, we divested of a business, which included the sale of certain assets associated with various waste collection
routes in the Western region, for total consideration of $872, resulting in a gain of $677 in the three months ended June 30, 2015.
Maine Energy
In the fiscal year ended April 30, 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) to the City of Biddeford. We agreed to sell Maine Energy for an undiscounted purchase consideration of $6,650, which was to be paid to us in installments over
twenty-one years. The transaction closed in November 2012. In December 2012, we ceased operations of the Maine Energy facility and initiated the decommissioning, demolition and site remediation process in accordance with the provisions of the
agreement. We have completed the demolition process and site remediation under the auspices and in accordance with work plans approved by the Maine Department of Environmental Protection and the U.S. Environmental Protection Agency. In consideration
of the fact that the project was substantially completed and based on incurred costs to date and estimates at that time regarding the remaining costs to fulfill our obligation under the purchase and sale agreement, we reversed a reserve of $1,157 of
excess costs to complete the divestiture in the quarter ended March 31, 2015. As of June 30, 2016, we had no remaining costs to complete the divestiture accrued as we had fulfilled our obligation under the agreement.
CARES and Related Transaction
Casella-Altela Regional
Environmental Services, LLC (CARES) was a joint venture that owned and operated a water and leachate treatment facility for the natural gas drilling industry in Pennsylvania. Our joint venture partner in CARES was Altela, Inc.
(Altela). Our ownership interest in CARES was 51%. In accordance with FASB ASC 810-10-15, we consolidate the assets, liabilities and results of operations of CARES and its wholly owned subsidiary, CARES McKean, LLC, into our consolidated
financial statements due to our controlling financial interest in the joint venture.
On February 9, 2015, we executed a purchase and sale agreement
pursuant to which we and Altela agreed to sell certain assets of the CARES water treatment facility to an unrelated third-party. We sold these assets of CARES for purchase consideration of $3,500, resulting in a gain of $2,850 in the quarter ended
March 31, 2015, 49% of which was attributable to Altela, the noncontrolling interest holder. In connection with this transaction, we also sold certain of our equipment and real estate to the same buyer for total consideration of $1,050,
resulting in a gain of $928 in the quarter ended March 31, 2015.
In the three months ended June 30, 2016, we dissolved CARES in accordance with the CARES
Limited Liability Company Agreement. We are in the process of dissolving CARES McKean, LLC in accordance with Pennsylvania dissolution proceedings and upon dissolution we will deconsolidate the assets, liabilities and equity components, including
the noncontrolling interest.
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, the Western and Eastern regions. Revenues associated with our solid waste operations are derived mainly
from solid waste collection and disposal, landfill, landfill gas-to-energy, transfer 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 account and industrial services, discontinued operations, and earnings from equity method investees, as applicable, are included in our Other segment.
20
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
|
|
Outside
revenues
|
|
|
Inter-company
revenue
|
|
|
Depreciation and
amortization
|
|
|
Operating
income
|
|
|
Total assets
|
|
Eastern
|
|
$
|
45,405
|
|
|
$
|
11,692
|
|
|
$
|
7,138
|
|
|
$
|
3,079
|
|
|
$
|
208,316
|
|
Western
|
|
|
59,460
|
|
|
|
17,889
|
|
|
|
6,908
|
|
|
|
10,175
|
|
|
|
319,480
|
|
Recycling
|
|
|
12,816
|
|
|
|
302
|
|
|
|
1,040
|
|
|
|
468
|
|
|
|
48,782
|
|
Other
|
|
|
26,989
|
|
|
|
404
|
|
|
|
716
|
|
|
|
1,874
|
|
|
|
55,043
|
|
Eliminations
|
|
|
|
|
|
|
(30,287
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
144,670
|
|
|
$
|
|
|
|
$
|
15,802
|
|
|
$
|
15,596
|
|
|
$
|
631,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
|
|
Outside
revenues
|
|
|
Inter-company
revenue
|
|
|
Depreciation and
amortization
|
|
|
Operating
income (loss)
|
|
|
Total assets
|
|
Eastern
|
|
$
|
43,822
|
|
|
$
|
11,401
|
|
|
$
|
6,752
|
|
|
$
|
3,186
|
|
|
$
|
207,507
|
|
Western
|
|
|
61,686
|
|
|
|
18,504
|
|
|
|
7,674
|
|
|
|
7,684
|
|
|
|
323,746
|
|
Recycling
|
|
|
11,462
|
|
|
|
253
|
|
|
|
1,110
|
|
|
|
(401
|
)
|
|
|
50,457
|
|
Other
|
|
|
26,744
|
|
|
|
270
|
|
|
|
705
|
|
|
|
873
|
|
|
|
58,467
|
|
Eliminations
|
|
|
|
|
|
|
(30,428
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
143,714
|
|
|
$
|
|
|
|
$
|
16,241
|
|
|
$
|
11,342
|
|
|
$
|
640,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
|
|
Outside
revenues
|
|
|
Inter-company
revenue
|
|
|
Depreciation and
amortization
|
|
|
Operating
income (loss)
|
|
|
Total assets
|
|
Eastern
|
|
$
|
84,392
|
|
|
$
|
21,229
|
|
|
$
|
13,327
|
|
|
$
|
2,291
|
|
|
$
|
208,316
|
|
Western
|
|
|
111,922
|
|
|
|
32,740
|
|
|
|
13,398
|
|
|
|
13,169
|
|
|
|
319,480
|
|
Recycling
|
|
|
23,454
|
|
|
|
933
|
|
|
|
2,132
|
|
|
|
(606
|
)
|
|
|
48,782
|
|
Other
|
|
|
50,335
|
|
|
|
684
|
|
|
|
1,398
|
|
|
|
2,716
|
|
|
|
55,043
|
|
Eliminations
|
|
|
|
|
|
|
(55,586
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
270,103
|
|
|
$
|
|
|
|
$
|
30,255
|
|
|
$
|
17,570
|
|
|
$
|
631,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
|
|
Outside
revenues
|
|
|
Inter-company
revenue
|
|
|
Depreciation and
amortization
|
|
|
Operating
income (loss)
|
|
|
Total assets
|
|
Eastern
|
|
$
|
77,090
|
|
|
$
|
19,417
|
|
|
$
|
11,990
|
|
|
$
|
2,700
|
|
|
$
|
207,507
|
|
Western
|
|
|
111,043
|
|
|
|
32,901
|
|
|
|
14,412
|
|
|
|
12,679
|
|
|
|
323,746
|
|
Recycling
|
|
|
21,756
|
|
|
|
257
|
|
|
|
2,226
|
|
|
|
(2,411
|
)
|
|
|
50,457
|
|
Other
|
|
|
50,403
|
|
|
|
491
|
|
|
|
1,362
|
|
|
|
1,500
|
|
|
|
58,467
|
|
Eliminations
|
|
|
|
|
|
|
(53,066
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
260,292
|
|
|
$
|
|
|
|
$
|
29,990
|
|
|
$
|
14,468
|
|
|
$
|
640,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
A summary of our revenues attributable to services provided follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Collection
|
|
$
|
63,685
|
|
|
$
|
60,636
|
|
|
$
|
121,536
|
|
|
$
|
113,962
|
|
Disposal
|
|
|
39,384
|
|
|
|
44,064
|
|
|
|
71,637
|
|
|
|
71,831
|
|
Power generation
|
|
|
1,460
|
|
|
|
1,564
|
|
|
|
3,167
|
|
|
|
3,612
|
|
Processing
|
|
|
1,747
|
|
|
|
1,665
|
|
|
|
2,720
|
|
|
|
2,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solid waste operations
|
|
|
106,276
|
|
|
|
107,929
|
|
|
|
199,060
|
|
|
|
192,190
|
|
Organics
|
|
|
12,171
|
|
|
|
10,847
|
|
|
|
21,106
|
|
|
|
19,867
|
|
Customer solutions
|
|
|
13,407
|
|
|
|
13,476
|
|
|
|
26,483
|
|
|
|
26,479
|
|
Recycling
|
|
|
12,816
|
|
|
|
11,462
|
|
|
|
23,454
|
|
|
|
21,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
144,670
|
|
|
$
|
143,714
|
|
|
$
|
270,103
|
|
|
$
|
260,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22