Subsidiary Guarantors | 12. 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 June 30, 2015 and December 31, 2014, the consolidating results of operations and comprehensive income (loss) for the three and six months ended June 30, 2015 and 2014, and the condensed consolidating statements of cash flows for the six months ended June 30, 2015 and 2014 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 JUNE 30, 2015 (in thousands) ASSETS Parent Guarantors Non- Guarantors Elimination Consolidated CURRENT ASSETS: Cash and cash equivalents $ 2,636 $ 214 $ 308 $ — $ 3,158 Accounts receivable—trade, net 724 62,785 — — 63,509 Refundable income taxes 664 — — — 664 Prepaid expenses 3,152 4,177 — — 7,329 Inventory — 4,622 — — 4,622 Deferred income taxes 2,013 — — — 2,013 Other current assets 481 3,060 — — 3,541 Total current assets 9,670 74,858 308 — 84,836 Property, plant and equipment, net 5,585 393,437 — — 399,022 Goodwill — 118,976 — — 118,976 Intangible assets, net 53 10,385 — — 10,438 Restricted assets 142 826 — — 968 Cost method investments 14,115 1,932 — (1,932 ) 14,115 Investments in subsidiaries 2,385 — — (2,385 ) — Other non-current assets 19,121 10,052 — — 29,173 41,401 535,608 — (4,317 ) 572,692 Intercompany receivable 511,683 (474,638 ) (38,977 ) 1,932 — $ 562,754 $ 135,828 $ (38,669 ) $ (2,385 ) $ 657,528 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Parent Guarantors Non- Guarantors Elimination Consolidated CURRENT LIABILITIES: Current maturities of long-term debt and capital leases $ 92 $ 1,345 $ — $ — $ 1,437 Accounts payable 18,176 29,648 323 — 48,147 Accrued payroll and related expenses 981 4,861 — — 5,842 Accrued interest 12,334 12 — — 12,346 Current accrued capping, closure and post-closure costs — 1,655 3 — 1,658 Other accrued liabilities 8,043 8,586 — — 16,629 Total current liabilities 39,626 46,107 326 — 86,059 Long-term debt and capital leases, less current maturities 525,940 913 — — 526,853 Accrued capping, closure and post-closure costs, less current portion — 39,934 34 — 39,968 Deferred income taxes 7,261 — — — 7,261 Other long-term liabilities 8,741 7,496 — — 16,237 STOCKHOLDERS’ (DEFICIT) EQUITY: Casella Waste Systems, Inc. stockholders (deficit)’ equity (18,814 ) 41,378 (38,993 ) (2,385 ) (18,814 ) Noncontrolling interests — — (36 ) — (36 ) Total stockholders’ (deficit) equity (18,814 ) 41,378 (39,029 ) (2,385 ) (18,850 ) $ 562,754 $ 135,828 $ (38,669 ) $ (2,385 ) $ 657,528 CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2014 (in thousands) ASSETS Parent Guarantors Non- Guarantors Elimination Consolidated CURRENT ASSETS: Cash and cash equivalents $ 1,596 $ 253 $ 356 $ — $ 2,205 Restricted cash — 76 — — 76 Accounts receivable—trade, net 597 55,053 100 — 55,750 Refundable income taxes 554 — — — 554 Prepaid expenses 3,622 5,136 5 — 8,763 Inventory — 4,345 29 — 4,374 Deferred income taxes 2,095 — — — 2,095 Other current assets 296 4,549 7 — 4,852 Total current assets 8,760 69,412 497 — 78,669 Property, plant and equipment, net 5,049 408,843 650 — 414,542 Goodwill — 119,170 — — 119,170 Intangible assets, net 98 11,710 — — 11,808 Restricted assets 5,819 813 — — 6,632 Cost method investments 14,432 1,932 — (1,932 ) 14,432 Investments in subsidiaries (9,888 ) — — 9,888 — Other non-current assets 14,611 9,931 — — 24,542 30,121 552,399 650 7,956 591,126 Intercompany receivable 537,228 (500,267 ) (38,893 ) 1,932 — $ 576,109 $ 121,544 $ (37,746 ) $ 9,888 $ 669,795 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Parent Guarantors Non- Guarantors Elimination Consolidated CURRENT LIABILITIES: Current maturities of long-term debt and capital leases $ 89 $ 1,567 $ — $ — $ 1,656 Accounts payable 17,953 30,040 525 — 48,518 Accrued payroll and related expenses 1,536 4,751 2 — 6,289 Accrued interest 11,083 11 — — 11,094 Current accrued capping, closure and post-closure costs — 2,205 3 — 2,208 Other accrued liabilities 8,618 7,957 92 — 16,667 Total current liabilities 39,279 46,531 622 — 86,432 Long-term debt and capital leases, less current maturities 532,889 1,166 — — 534,055 Accrued capping, closure and post-closure costs, less current portion — 37,589 32 — 37,621 Deferred income taxes 7,080 — — — 7,080 Other long-term liabilities 9,114 7,433 80 — 16,627 STOCKHOLDERS’ (DEFICIT) EQUITY: Casella Waste Systems, Inc. stockholders (deficit)’ equity (12,253 ) 28,825 (38,713 ) 9,888 (12,253 ) Noncontrolling interests — — 233 — 233 Total stockholders’ (deficit) equity (12,253 ) 28,825 (38,480 ) 9,888 (12,020 ) $ 576,109 $ 121,544 $ (37,746 ) $ 9,888 $ 669,795 CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Revenues $ — $ 143,714 $ — $ — $ 143,714 Operating expenses: Cost of operations 34 98,556 147 — 98,737 General and administration (79 ) 18,130 20 — 18,071 Depreciation and amortization 278 15,963 — — 16,241 Divestiture transactions — (677 ) — — (677 ) 233 131,972 167 — 132,372 Operating income (loss) (233 ) 11,742 (167 ) — 11,342 Other expense (income): Interest income — (70 ) — — (70 ) Interest expense 10,096 54 — — 10,150 Loss on derivative instruments 47 — — — 47 (Income) loss from consolidated entities (11,772 ) — — 11,772 — Other income 53 (99 ) — — (46 ) Other expense (income), net (1,576 ) (115 ) — 11,772 10,081 Income (loss) before income taxes 1,343 11,857 (167 ) (11,772 ) 1,261 Provision (benefit) for income taxes 318 — — — 318 Net income (loss) 1,025 11,857 (167 ) (11,772 ) 943 Less: Net income (loss) attributable to noncontrolling interests — — (82 ) — (82 ) Net income (loss) attributable to common stockholders $ 1,025 $ 11,857 $ (85 ) $ (11,772 ) $ 1,025 CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Revenues $ — $ 136,861 $ 418 $ — $ 137,279 Operating expenses: Cost of operations 22 96,717 479 — 97,218 General and administration 133 15,441 20 — 15,594 Depreciation and amortization 223 16,884 60 — 17,167 Divestiture transactions — — 7,455 — 7,455 Severance and reorganization costs — 350 — — 350 Expense from divestiture, acquisition and financing costs — 14 — — 14 Development project charge — (46 ) — — (46 ) 378 129,360 8,014 — 137,752 Operating income (loss) (378 ) 7,501 (7,596 ) — (473 ) Other expense (income): Interest income — (85 ) — — (85 ) Interest expense 9,569 19 — — 9,588 Loss on derivative instruments 298 — — — 298 Income from equity method investments — (63 ) — — (63 ) (Income) loss from consolidated entities (3,855 ) — — 3,855 — Other income (263 ) (98 ) — — (361 ) Other expense (income), net 5,749 (227 ) — 3,855 9,377 Income (loss) before income taxes (6,127 ) 7,728 (7,596 ) (3,855 ) (9,850 ) Provision (benefit) for income taxes 528 — — — 528 Net income (loss) (6,655 ) 7,728 (7,596 ) (3,855 ) (10,378 ) Less: Net income (loss) attributable to noncontrolling interests — — (3,723 ) — (3,723 ) Net income (loss) attributable to common stockholders $ (6,655 ) $ 7,728 $ (3,873 ) $ (3,855 ) $ (6,655 ) CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Revenues $ — $ 260,168 $ 124 $ — $ 260,292 Operating expenses: Cost of operations (49 ) 186,234 384 — 186,569 General and administration (196 ) 35,067 5 — 34,876 Depreciation and amortization 500 29,490 — — 29,990 Divestiture transactions — (2,761 ) (2,850 ) — (5,611 ) 255 248,030 (2,461 ) — 245,824 Operating income (loss) (255 ) 12,138 2,585 — 14,468 Other expense (income): Interest income (48 ) (163 ) — — (211 ) Interest expense 20,085 107 84 — 20,276 Loss on debt extinguishment 521 — — — 521 Loss on derivative instruments 198 — — — 198 (Income) loss from consolidated entities (13,695 ) — — 13,695 — Other income 17 (226 ) — — (209 ) Other expense (income), net 7,078 (282 ) 84 13,695 20,575 Income (loss) before income taxes (7,333 ) 12,420 2,501 (13,695 ) (6,107 ) Provision (benefit) for income taxes 914 — — — 914 Net income (loss) (8,247 ) 12,420 2,501 (13,695 ) (7,021 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,226 — 1,226 Net income (loss) attributable to common stockholders $ (8,247 ) $ 12,420 $ 1,275 $ (13,695 ) $ (8,247 ) CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Revenues $ — $ 249,795 $ 681 $ — $ 250,476 Operating expenses: Cost of operations (22 ) 182,719 925 — 183,622 General and administration 1,140 30,818 23 — 31,981 Depreciation and amortization 488 30,031 256 — 30,775 Divestiture transactions — — 7,455 — 7,455 Development project charge — 1,394 — — 1,394 Severance and reorganization costs — 430 — — 430 Expense from divestiture, acquisition and financing costs — 24 — — 24 Gain on settlement of acquisition related contingent consideration — (1,058 ) — — (1,058 ) 1,606 244,358 8,659 — 254,623 Operating income (loss) (1,606 ) 5,437 (7,978 ) — (4,147 ) Other expense (income): Interest income (2 ) (193 ) — — (195 ) Interest expense 19,149 45 — — 19,194 Loss on derivative instruments 448 — — — 448 Income from equity method investments — (90 ) — — (90 ) Loss on sale of equity method investment — — 221 — 221 (Income) loss from consolidated entities (1,681 ) — — 1,681 — Other income (273 ) (295 ) — — (568 ) Other expense (income), net 17,641 (533 ) 221 1,681 19,010 Income (loss) before income taxes (19,247 ) 5,970 (8,199 ) (1,681 ) (23,157 ) Provision (benefit) for income taxes 831 — — — 831 Net income (loss) (20,078 ) 5,970 (8,199 ) (1,681 ) (23,988 ) Less: Net income (loss) attributable to noncontrolling interests — — (3,910 ) — (3,910 ) Net income (loss) attributable to common stockholders $ (20,078 ) $ 5,970 $ (4,289 ) $ (1,681 ) $ (20,078 ) CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Net income (loss) $ 1,025 $ 11,857 $ (167 ) $ (11,772 ) $ 943 Other comprehensive income (loss), net of tax: Unrealized gain (loss) resulting from changes in fair value of marketable securities — 3 — — 3 Other comprehensive income (loss), net of tax — 3 — — 3 Comprehensive income (loss) 1,025 11,860 (167 ) (11,772 ) 946 Less: Comprehensive income (loss) attributable to noncontrolling interests — — (82 ) — (82 ) Comprehensive income (loss) attributable to common stockholders $ 1,025 $ 11,860 $ (85 ) $ (11,772 ) $ 1,028 CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Net income (loss) $ (6,655 ) $ 7,728 $ (7,596 ) $ (3,855 ) $ (10,378 ) 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) (6,655 ) 7,734 (7,596 ) (3,855 ) (10,372 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — (3,723 ) — (3,723 ) Comprehensive income (loss) attributable to common stockholders $ (6,655 ) $ 7,734 $ (3,873 ) $ (3,855 ) $ (6,649 ) CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Net income (loss) $ (8,247 ) $ 12,420 $ 2,501 $ (13,695 ) $ (7,021 ) Other comprehensive income (loss), net of tax: Unrealized gain (loss) resulting from changes in fair value of marketable securities — (31 ) — — (31 ) Other comprehensive income (loss), net of tax — (31 ) — — (31 ) Comprehensive income (loss) (8,247 ) 12,389 2,501 (13,695 ) (7,052 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,226 — 1,226 Comprehensive income (loss) attributable to common stockholders $ (8,247 ) $ 12,389 $ 1,275 $ (13,695 ) $ (8,278 ) CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) SIX MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Net income (loss) $ (20,078 ) $ 5,970 $ (8,199 ) $ (1,681 ) $ (23,988 ) Other comprehensive income (loss), net of tax: Unrealized gain (loss) resulting from changes in fair value of marketable securities — 3 — — 3 Other comprehensive income (loss), net of tax — 3 — — 3 Comprehensive income (loss) (20,078 ) 5,973 (8,199 ) (1,681 ) (23,985 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — (3,910 ) — (3,910 ) Comprehensive income (loss) attributable to common stockholders $ (20,078 ) $ 5,973 $ (4,289 ) $ (1,681 ) $ (20,075 ) CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Net cash provided by (used in) operating activities $ 8,025 $ 16,362 $ (498 ) $ — $ 23,889 Cash Flows from Investing Activities: Additions to property, plant and equipment (990 ) (15,321 ) — — (16,311 ) Payments on landfill operating lease contracts — (1,425 ) — — (1,425 ) Payments related to investments — 1,555 (1,555 ) — — Proceeds from divestiture transactions — 1,835 3,500 — 5,335 Proceeds from sale of property and equipment — 259 — — 259 Proceeds from property insurance settlement — 546 — — 546 Net cash provided by (used in) investing activities (990 ) (12,551 ) 1,945 — (11,596 ) Cash Flows from Financing Activities: Proceeds from long-term borrowings 231,710 18 — — 231,728 Principal payments on long-term debt (238,846 ) (494 ) — — (239,340 ) Change in restricted cash 5,677 — — — 5,677 Payments of financing costs (8,063 ) — — — (8,063 ) Excess tax benefit on the vesting of share based awards 153 — — — 153 Distributions to noncontrolling interest holder — — (1,495 ) — (1,495 ) Intercompany borrowings 3,374 (3,374 ) — — — Net cash provided by (used in) financing activities (5,995 ) (3,850 ) (1,495 ) — (11,340 ) Net increase (decrease) in cash and cash equivalents 1,040 (39 ) (48 ) — 953 Cash and cash equivalents, beginning of period 1,596 253 356 — 2,205 Cash and cash equivalents, end of period $ 2,636 $ 214 $ 308 $ — $ 3,158 CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantors Non- Guarantors Elimination Consolidated Net cash provided by (used in) operating activities $ 2,024 $ 20,610 $ (188 ) $ — $ 22,446 Cash Flows from Investing Activities: Acquisitions, net of cash acquired — 214 — — 214 Acquisition related additions to property, plant and equipment — (266 ) — — (266 ) Additions to property, plant and equipment (469 ) (22,836 ) — — (23,305 ) Payments on landfill operating lease contracts — (1,526 ) — — (1,526 ) Proceeds from sale of property and equipment — 448 — — 448 Payments related to investments (84 ) (158 ) 158 — (84 ) Net cash provided by (used in) investing activities (553 ) (24,124 ) 158 — (24,519 ) Cash Flows from Financing Activities: Proceeds from long-term borrowings 89,760 — — — 89,760 Principal payments on long-term debt (86,801 ) (457 ) — — (87,258 ) Payments of financing costs (18 ) — — — (18 ) Excess tax benefit on the vesting of share based awards 60 — — — 60 Proceeds from the exercise of share based awards 286 — — — 286 Intercompany borrowings (3,782 ) 3,782 — — — Net cash provided by (used in) financing activities (495 ) 3,325 — — 2,830 Net cash provided by (used in) discontinued operations — 174 — — 174 Net increase (decrease) in cash and cash equivalents 976 (15 ) (30 ) — 931 Cash and cash equivalents, beginning of period 2,312 243 140 — 2,695 Cash and cash equivalents, end of period $ 3,288 $ 228 $ 110 $ — $ 3,626 |