Casella Waste Systems (CWST) DEFA14A Additional proxy soliciting materials

Casella Waste Systems, Inc.

Investor Presentation

October 2015

Exhibit 1

and other targets; landfill operations and permit status may be affected

by factors outside our control; we may be required to incur capital

expenditures in excess of our estimates; fluctuations in energy pricing or

the commodity pricing of our recyclables may make it more difficult for

us to predict our results of operations or meet our estimates; actions of

activist investors and the cost and disruption of responding to those

actions; and we may incur environmental charges or asset impairments

in the future. There are a number of other important risks and

uncertainties that could cause our actual results to differ materially from

those indicated by such forward-looking statements. These additional

risks and uncertainties include, without limitation, those detailed in Item

1A, “Risk Factors” in our Form 10-KT for the transition period ended

December 31, 2014 and in our Form 10-Q for the quarterly period ended

June 30, 2015.

We undertake no obligation to update publicly any forward-looking

statements whether as a result of new information, future events or

otherwise, except as required by the federal securities laws.

Safe harbor statement

Certain matters discussed in this presentation are "forward-looking

statements" intended to qualify for the safe harbors from liability

established by the Private Securities Litigation Reform Act of 1995.

These forward-looking statements can generally be identified as such by

the context of the statements, including words such as “believe,”

“expect,” “anticipate,” “plan,” “may,” “would,” “intend,” “estimate,”

“guidance” and other similar expressions, whether in the negative or

affirmative. These forward-looking statements are based on current

expectations, estimates, forecasts and projections about the industry

and markets in which we operate and management’s beliefs and

assumptions. We cannot guarantee that we actually will achieve the

plans, intentions, expectations or guidance disclosed in the forward-

looking statements made. Such forward-looking statements, and all

phases of our operations, involve a number of risks and uncertainties,

any one or more of which could cause actual results to differ materially

from those described in our forward-looking statements. Such risks and

uncertainties include or relate to, among other things: adverse weather

conditions that have negatively impacted and may continue to negatively

impact our revenues and our operating margin; current economic

conditions that have adversely affected and may continue to adversely

affect our revenues and our operating margin; we may be unable to

increase volumes at our landfills or improve our route profitability; our

need to service our indebtedness may limit our ability to invest in our

business; we may be unable to reduce costs or increase pricing or

volumes sufficiently to achieve estimated Adjusted EBITDA

2

2

Casella Waste Systems

3

Casella’s strategies are driving improved stockholder value

3

Redirected strategy and reconstituted management team in

Dec 2012 -

which has resulted in improved financial performance.

•

Execution of key strategies has driven improved financial performance, reduced risk

exposure, increased cash flows, and reduced leverage.

•

Stock price up significantly since Dec 2012 with this clear execution.

•

Continue to execute against long-term plan to drive additional stockholder value. 

Independent Board leadership and oversight aligned with the interests

of long-term stockholders

•

Added 2 new highly-qualified independent directors with extensive waste management

industry experience in the past 4 months.

•

Enhanced corporate governance practices to be more consistent with best practices.

In contrast, JCP does not have a plan to increase shareholder value,

nor do the JCP nominees have relevant experience to add value to

Casella’s Board.

Casella Waste Systems

4

Business Overview

Casella Waste Systems

5

Casella Waste Systems -

Overview

Casella provides integrated solid waste, recycling and resource services.

•

$535.8 mm of revenues for LTM ended 6/30/15.

•

Integrated operations located in six northeast states.

Focused on providing customers with waste and resource solutions.

•

Waste and resource assets are well positioned in the northeast.

•

Robust transfer network allows us to

effectively move waste and recyclables

to our disposal & processing facilities.

•

Provide customers with value-added

resource solutions through our

Recycling, Organics, and

Customer Solutions operations.

6

35 Collection Operations

18 Recycling Facilities

10 Disposal Facilities

(1)

4 Landfill Gas-to-Energy

44 Transfer Stations

Casella Service Area

Note: Total disposal capacity includes permitted and permittable airspace estimates at each site as of December 31, 2014.

(1)

Includes nine Subtitle D landfills and one landfill permitted to accept construction and demolition materials.

(2)

Annual capacity does not reflect the 1.5 million tons per year rail permit at McKean LF.

Hakes LF

462k tons/yr

4.0mm tons capacity

Chemung LF

200.5k tons/yr

6.8mm tons capacity

Hyland LF

312k tons/yr

14.6mm tons capacity

Clinton LF

175k tons/yr

15.7mm tons capacity

WasteUSA LF

600k tons/yr

14.4mm tons capacity

NCES LF

No annual cap

1.8mm tons capacity

Juniper Ridge LF

No annual cap

23.8mm tons capacity

Southbridge LF

405k tons/yr

7.0mm tons capacity

Ontario LF

918k tons/yr

12.8mm tons capacity

McKean LF

(2)

312k tons/yr

2.1mm tons capacity

Company Overview

Casella

Waste

Systems

Casella Waste Systems

7

Strong execution of key strategies since Dec 2012

(1)

Excludes low priced soils at the Worcester landfill closure project.

Strategic Focus since Dec 2012

Results

#1 –

Strengthening management team

•

New

President/COO and CFO in Dec 2012

#2 -

Sourcing incremental landfill                         

volumes

•

Annual

Landfill

volumes

up

+716k

tons

since

FY

2013

(1)

•

Annual

Disposal

AEBITDA

up

+$15.8mm

since

FY

2013

(1)

#3 -

Driving additional profitability of

collection operations

•

Pricing programs continue to drive value; with Residential

& Commercial pricing up +4.3% in Q2 2015

•

Focused on operational efficiency programs

#4 -

Executing Eastern Region strategy

•

AEBITDA margins up from 15.0% LTM 10/31/12 to

over 22% LTM 6/30/15

•

Repositioned assets and improved operations

New municipal contracts; MSW permit at Juniper

Ridge LF; expanded Southbridge LF; sold

BioFuels; acquired BBI; sold Maine Energy

#5 -

Reducing business risk

•

Sold non-core, non-performing operations (Maine

Energy, BioFuels, GreenFiber, CARES assets)

•

Changed fiscal year end to better match business cycle

•

Refinanced Revolver in Feb 2015 (new maturity 2020)

Casella Waste Systems

Results since FY 2013:

•

Revenue growth +$80.5mm (or +17.7%)

mainly driven by Disposal (+$39.7mm)

(2)

,

Collection (+$23.6mm), and Customer

Solutions (+$18.2mm).

•

Adj. EBITDA up +$12.5mm (or +14.2%)

mainly driven by higher landfill volumes and

strategic execution.

•

Landfill tons up +716k annually (or +20.1%),

while increasing pricing by +2.5%.

(3)

•

Residential and Commercial collection price

increases accelerating (up +4.3% in Q2 2015).

8

Results up significantly on strategic execution

Revenue ($mm)

Adj. EBITDA ($mm) & Margin

(1)

$535

to

$525

$107

to

$103

(4)

(4)

2015

Guidance

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

____________________

(1)

Please refer to the appendix for further information and a reconciliation of Adjusted EBITDA and Adjusted

EBITDA Margin to the most directly comparable GAAP measure, which is net loss. Net loss for the periods

presented above was ($54.5mm) for the fiscal year ended 4/30/13, ($27.4mm) for the fiscal year ended

4/30/14, ($29.1mm) for the calendar year ended 12/31/14 and ($12.2mm) for the twelve months ended

June 30, 2015.

(2)

Disposal Revenue includes Worcester landfill.

(3)

Excludes low-priced soils at the Worcester landfill closure project.    

(4)

CY 2015 Guidance as updated/reaffirmed on 7/29/15.

$455.3

$497.6

$525.9

$535.8

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

2015

Guidance

$87.8

$95.1

$96.8

$100.3

19.3%

19.1%

18.4%

18.7%

19.8%

Casella Waste Systems

24.0%

24.6%

24.5%

25.2%

Collection

43.3%

Disposal

27.6%

Energy &

Processing

2.8%

Recycling

8.9%

Organics

7.4%

Customer

Solutions

10.0%

~74% revenues in Solid Waste.

•

Solid Waste consists of integrated collection,

transfer, landfill, energy, and processing.

•

Margin improvement driven by higher landfill

tons, pricing, cost efficiencies, and asset

repositioning.

•

Target Adj. EBITDA margins > 27% in 2018.

~26% revenues in Resource Solutions.

(1)

•

Resource Solutions consists of recycling,

organics, and Customer Solutions operations.

•

Recycling margins down on lower commodity

pricing; working to improve with SRA Fee,

contract resets, and operating efficiencies.

•

Organics margins flat; low margin, high return

business.

•

Customer Solution margins up on Industrials

growth and higher G&A leverage. 

9

Solid Waste operations driving improving margins

(1)

Resource Solutions includes revenues derived from the Recycling, Organics, and Customer Solutions business units; disclosed as

the Recycling and Other segments.

LTM 6/30/15 –

Revenue Splits

(1)

Solid Waste Adjusted EBITDA Margins

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

Casella Waste Systems

Strategic plan expected to drive significant shareholder value

10

Management focused in key areas to increase free cash flow and to

reduce debt leverage:

Creating incremental value through Resource Solutions

3

1

Increasing landfill returns

2

Driving additional profitability in collection operations

Improving balance sheet and reducing risk

4

Casella Waste Systems

Strategic plan expected to drive significant shareholder value

Plan focused on improving Free Cash Flow and reducing debt leverage:

CY 2015

Guidance Range

(1)

CY 2018

Financial Targets

Revenues

$525mm

to $535mm

CAGR 1.7%

to 2.6%

Adjusted

EBITDA

(2)

$103mm

to $107mm

$122mm

to $132mm

Free Cash Flow

(2)

$15mm

to $19mm

$30mm

to $40mm

Total Debt-to-EBITDA

(3)

N/A

3.25x to 3.75x

Capital

Expenditures

$45mm

to $48mm

(8.6% to 9.0% of revenues)

8.7% to 9.5% of

revenues

____________________

(1)

CY 2015 Guidance as updated/reaffirmed on 7/29/15.

(2)

Adjusted EBITDA and Free Cash Flow as defined in the appendix reconciliation.

(3)

Total Debt-to-EBITDA as defined as “Consolidated Leverage Ratio” in the Company’s Loan & Security Agreement dated as of 2/27/15 (“ABL Revolver”).

11

Casella Waste Systems

Adjusted EBITDA Bridge ($mm)

12

Strategic initiatives expected to drive profitable growth

$132 to

$122

$87.8

$95.1

FYE

4/30/13

FYE

4/30/14

2015

Guidance

2018

Target

•

Eastern LF price

(+350bps/yr in

excess of CPI)

•

Western LF volumes

(+200k to +400k

tons/yr)

•

Focus on operating

efficiencies

•

Improve margins by

+80 to +120bps/yr

•

Focus on pricing,

operating efficiencies

and selling/swapping

under-performing

routes

•

Recycling focus on

driving returns (SRA

fee, increased 3rd

party tipping fees,

and efficiencies)

•

Customer Solutions

focus on industrial

services growth

•

Unidentified

downsides to

projections

+$10 to +$18

+$11 to +$15

+$6 to +$7

($10) to ($13)

#1 -

Landfills

#2 -

Collection

#3 -

Resource Solutions

Other

$107 to

$103

Upsides not included in plan:

•

McKean landfill rail infrastructure

•

Recovery of C&D

•

Recovery of commodity pricing

(recycling or energy)

•

Additional landfill volumes in East

•

Landfill permit expansions

Casella Waste Systems

$29.48

$29.89

$29.62

$30.22

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

Western Region

Eastern Region

Landfill Highlights:

•

Casella controls 10 landfills in strategic locations

across the Northeast.

•

Total disposal capacity ~103 mm tons.

(2)

•

Total annual landfill volumes up +716k tons

(or +20.1%) since FY 2013.

•

Roughly 0.5mm tons of excess annual

permitted capacity at 6/30/15.

•

Average price per ton up +4.9% in Q2 2015,

with strong pricing in Eastern Region (+6.2%).

13

Annual Landfill Volumes (mm Tons) and

Average Price per Ton

(1)

(1)

Annual Landfill Disposal Volumes includes amortizable and non-amortizable tons, excludes low-priced soils at the Worcester landfill closure project.

(2)

Includes both permitted and permittable

airspace at landfills.

3.6

3.9

4.2

/ton

1

Increasing landfill returns

1.5

2.8

4.3

Casella Waste Systems

14

Strategy capitalizes on improving market and asset positioning to

further improve landfill returns.

•

Eastern Region –

focus on pricing; capacity constraints provide tailwind. Goal to increase

pricing +350bps/yr in excess of inflation.

•

Western Region –

focus on maximizing capacity utilization; high margin incremental tons.

Goal to increase annual tons by +200k to +400k tons/yr.

Market dynamics are improving across our footprint area.

•

Disposal site closures (and expected closures) are creating a supply-demand imbalance. 

•

Within our footprint, roughly 1.5mm tons/yr of disposal capacity has closed since Dec 2012,

and an additional 1.3mm tons/yr is expected to permanently close in the next couple years,

offset by 0.4mm tons/yr of new disposal capacity (= net closure of 2.4mm tons/yr).

•

NYC Dept of Sanitation contracts expected to shift roughly +1.0mm tons/yr of additional

waste to competitor landfills in upstate NY (reducing excess capacity in market).

•

Tullytown

closure in Eastern PA expected to remove over 2.5mm tons/yr of landfill capacity.

1

Increasing landfill returns -

continued

2

3

4

1

Fall River LF

376k tons/yr,

Closed 2014

Disposal market dynamics are shifting

15

Hyland LF

312k tons/yr

14.6mm tons capacity

Clinton LF

175k tons/yr

15.7mm tons capacity

WasteUSA LF

600k tons/yr

14.4mm tons capacity

NCES LF

No annual cap

1.8mm tons capacity

Juniper Ridge LF

No annual cap

23.8mm tons capacity

Southbridge LF

405k tons/yr

7.0mm tons capacity

Ontario LF

918k tons/yr

12.8mm tons capacity

McKean LF

(1)

312k tons/yr

2.1mm tons capacity

Moretown LF

286k tons/yr,

Closed 2013

Claremont WTE

73k tons/yr,

Closed 2013

MERC WTE

300k tons/yr,

Closed 2012

PERC WTE

300k tons/yr

PPA expires 2017

Granby LF -

235k tons/yr, Closed 2014

S. Hadley LF –

156k tons/yr, Closed 2014

Barre LF -

94k tons/yr, Closing 2015

Northampton LF –

50k tons/yr, Closed 2013

Chicopee LF -

365k tons/yr, Closing 2018

2

1

3

4

5

5

Albany LF

275k tons/yr

Closing 2016

Rockland

45k tons/yr,

Closing 2015

Dunn LF

~300k tons/yr

New 2015

Finch LF

130k tons/yr

New 2014

Disposal market in Northeast is contracting…

Chemung LF

200.5k tons/yr

6.8mm tons capacity

Hakes LF

462k tons/yr

4.0mm tons capacity

Wallingford WTE

130k tons/yr

Closed 2015

Taunton LF

120k tons/yr

Closing 2018

Note:  Total disposal capacity includes permitted and permittable airspace estimates at each site as of December 31, 2014.

(1)

Annual capacity does not reflect the 1.5mm tons per year rail permit at McKean LF.

NYC Dept of Sanitation

•

10k –

12k tons per day.

•

Building 4 marine transfer

stations to transload waste to rail

(1 operational in early 2015).

•

Expect an additional 1.0m tons/yr

to be disposed in NY.

18 Recycling Facilities

10 Disposal Facilities

35 Collection Operations

Other disposal sites (closed)

Expected NYC waste flows

10 Disposal Facilities

4 Landfill Gas-to-Energy Facilities

2 New Disposal Facilities online

Tullytown

LF

2.5mm tons/yr,

Closing 2017

Other disposal sites (potential to close)

Allegany LF

55k tons/yr

Closing 2016

Big Run LF

775k tons/yr,

Rail to cease 2016

Casella Waste Systems

Casella Waste Systems

(0.4)

5.0

5.3

5.4

1.3

0.3

2012

2015

2018

Excess

Tons Disposed

Shortfall

Massachusetts

6.3

5.6

Disposal

Capacity

(tons in mm)

5.0

(0.2)

3.7

4.2

4.4

0.7

0.3

2012

2015

2018

Excess

Tons Disposed

Shortfall

New York

4.4

4.5

Disposal

Capacity

(tons in mm)

4.2

Vermont, New Hampshire & Maine

16.5

16.6

16.6

Service Area

10 Landfills

4 Landfill Gas-to-Energy

Disposal

Capacity

(tons in mm)

16

Note: Data collected from active landfill and waste to energy facilities from State Annual Facility Reports in October 2014

…creating a supply-demand imbalance

13.6

14.6

15.4

2.9

2.0

1.2

2012

2015

2018

Excess

Tons Disposed

Casella Waste Systems

22.4%

20.8%

20.2%

22.2%

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

Strategies to improve Collection

margins by +80 to 120bps/yr:

1)

Pricing over inflation;

2)

Operating efficiencies; and

3)

Selling or swapping under-performing

routes or operations.

17

Collection Adjusted EBITDA Margins

(1)

(1)

Collection Adjusted EBITDA margins on a last 12 months basis.

Driving additional profitability in collection operations

2

Casella Waste Systems

1.0%

1.3%

1.6%

2.3%

2.0%

1.9%

2.1%

2.9%

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

(1) Focus on pricing discipline.

•

Residential and commercial pricing

up +4.3% YOY in Q2 2015.

•

Centralized pricing strategy with a decentralized

sales model focused on pricing execution and

quality of revenues. 

•

Launched an SRA fee in Q2 2015 to offset

lower recycling commodity values.

•

Launched an Environmental Fee on temporary

roll-off services in Q3 2015.

•

The roll-off market has shown early signs of

rebounding, with growth in select markets.

18

Collection Price

Driving additional profitability in collection operations -

continued

2

Residential &

Commercial

Price

Collection

Price

Casella Waste Systems

73.4%

75.1%

75.6%

73.8%

19

2

Driving additional profitability in collection operations –

continued

Collection Cost of Operations as

% of Revenues

(1)

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

(2) Focus on operating efficiencies.

•

Cost of Operations as a % of revenues

down -350bps YOY in Q2 2015.

•

Route profitability –

improving routing

efficiency with new routing tools, marketing

improving density, equipment choice.

•

Fleet

optimization

-

implementing

fleet

plan

to

standardize fleet selection, reduce

maintenance costs, reduce spare ratios, and

solve lingering fleet issues.

•

Reducing volatility by locking in roughly 45%

of fuel at fixed forward prices.

(3) Focus on selling or swapping

under-performing routes.

•

Sold low-margin hauling routes for $0.9mm in

total proceeds during Q2 2015.

•

Completing review for additional opportunities.

(1)

Collection Cost of Operations as a % of Collection Revenues on a last 12 months basis.

-180bps

Casella Waste Systems

Zero-Sort

®

Recycling

•

Casella operates 6 Zero-Sort MRFs in our integrated footprint.

•

Mature facilities operating at ~95% of capacity; new Lewiston, ME MRF online in Q2 2015.

•

Recycling volumes up +10.8% YOY for LTM ended 6/30/15.

(1)

•

Reshaping business to reduce commodity risk and improve returns through: higher tipping

fees, SRA fee (+$4.9mm when fully implemented in Q1 2016), operating efficiencies, and

contract resets (expect to complete ~50% in next 12 months).

Customer Solutions

•

Resource solutions for Industrial, Municipal, Institutional, and multi-location Retail customers.

•

Growth opportunities in the Industrial segment (lower margins with high FCF).

•

CS revenues up +16.3% YOY for LTM ended 6/30/15.

Casella Organics

•

Business model is primarily focused on transforming Biosolids into renewable products

for fertilization and landscaping.

•

Working with partners to transform source separated organics into energy or compost.

20

3

Creating incremental value through Resource Solutions

(1)

Shipped tons from MRFs on a “same store basis” .

Casella Waste Systems

Focused over last 2 ½ years on reducing risk, improving the balance

sheet, and increasing cash flows:

•

Dec

2012

–

sold

Maine

Energy

for

$6.7mm;

eliminated

negative

cash

flow

operation.

(1)

•

July 2013 –

sold BioFuels

for $2.0mm; eliminated negative cash flow operation.

•

Dec 2013 –

sold 50% stake in US GreenFiber

resulting in $3.4mm net cash proceeds;

eliminated

non-integrated,

negative

cash

flow

operation.

(2)

•

Dec 2014 –

completed environmental remediation and closure at three sites.

•

Feb 2015 –

refinanced Senior Secured Revolver with new ABL Revolver (LIBOR +225bps);

moved out maturities 5-yrs and increased financial flexibility.

•

Mar 2015 –

sold CARES assets and wholly-owned assets/real estate for $3.1mm net cash

proceeds; eliminated non-integrated, negative cash flow operation.

•

Jun 2015 –

sold low-margin hauling routes for $0.9mm in total proceeds. 

21

(1)

Maine Energy sold for $6.7mm to the City of Biddeford, ME, with the purchase price to be paid in equal annual payments over 20 years. As

part of the transaction, Casella dismantled the facility and remediated the site.

(2)

US GreenFiber sold for $18.0mm gross proceeds, with $3.4mm net proceeds for Casella’s 50% equity interest.

Improving balance sheet and reducing risk

4

Casella Waste Systems

14.6%

10.1%

15.4%

13.6%

3.0%

4.4%

5.4%

4.7%

11.0%

4.0%

11.7%

8.7%

12.8%

11.2%

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

2015

Guidance

$41.1

$38.6

$53.5

$48.7

$12.2

$4.7

$13.8

$11.6

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

2015

Guidance

Disciplined capital strategy driving

down capital expenditures. 

•

Hurdle rates increased to reduce risk and

improve return on invested capital.

•

Capital expenditures also down due to the

sale/closure of under-performing assets.

Capital Expenditures estimated at

8.6% to 9.0% of CY 2015 revenues.

•

74% revenues in integrated Solid Waste and

26% in Resource Solutions (recycling,

organics, Customer Solutions, and other).

•

Solid Waste CapEx at roughly 11.0% as a

% of segment revenues for CY 2015 (in-line

with industry average spend).

•

Resource Solutions CapEx at roughly 4.0% as

a % of revenues for CY 2015.

22

Focus on capital discipline driving down capital expenditures

Capital Expenditures as % of revenues

Capital Expenditures ($mm)

Growth

CapEx

(2)

____________________

(1)

CY 2015 Guidance as updated/reaffirmed on 7/29/15.

(2)

Growth capital expenditures as defined in the Appendix.

Solid Waste

Resource

Solutions

(1)

(1)

$45

to

$48

Total

8.6%

to 9.0%

Casella Waste Systems

-2.7%

0.3%

-1.8%

0.6%

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

2015

Guidance

2018

Financial

Targets

$(12.2)

$1.3

$(9.7)

$3.0

FYE

4/30/13

FYE

4/30/14

CYE

12/31/14

LTM

6/30/15

2015

Guidance

2018

Financial

Targets

Focused on improving Free Cash Flow:

•

Free Cash Flow +$10.8mm YTD 6/30/15.

•

Strategic actions taken since Dec 2012 have

reduced risk and improved free cash flows.

•

Plan to use excess cash to repay high cost

debt, along with select strategic tuck-in

acquisitions or investments.

•

Driving higher FCF through operating cash

flows, lower interest costs, and maintaining

strict capital discipline.

•

Tax loss carryforwards will help to accelerate

delevering

(as of 12/31/14, $89.5mm of

Federal NOLs and tax credits).

(3)

23

Strategic execution driving higher Free Cash Flows

Free Cash Flow ($mm)

(1), (2)

Free

Cash

Flow

Yield

(as

%

of

revenues)

(2)

$15 to $19

+$10.8mm

YTD 6/30/15

$30 to $40

3% to 4%

5% to 7%

____________________

(1)

See attached appendix for further information and for a reconciliation of Free Cash Flow to net cash provided

by operating activities, which is the most directly comparable GAAP measure. Net cash provided by operating

activities for the periods presented above was $43.9mm for the fiscal year ended 4/30/13, $49.6mm for the

fiscal year ended 4/30/14, $62.2mm for the calendar year ended 12/31/14 and $63.6mm for the twelve

months ended June 30, 2015.

(2)

CY 2015 Guidance as updated/reaffirmed on 7/29/15; CY 2018 Financial Targets as presented on 8/11/15.

(3)

Total tax carryforwards include $83.1mm of Federal NOLs and $6.4mm of Federal tax credits; total tax carry

forwards

exclude $100.4mm of State NOLs.

Casella Waste Systems

$500.0

$509.5

$537.0

$529.9

5.37 x

5.04 x

5.42 x

5.08 x

Paid down $18.7mm of debt and reduced

debt

leverage

by

-0.35x

in

Q2

2015.

(1)

•

Borrowing Availability $58.8mm on 6/30/15.

(3)

•

Plan to further pay down debt and reduce leverage

through the remainder of 2015.

Next major debt maturity is the 7.75%

Senior Sub Notes due Feb 2019.

•

New $190mm ABL Revolver (due Feb 2020)

creates additional financial flexibility.

•

ABL Revolver allows prepayment of Senior Sub

Notes with excess cash (enabling repayment of our

highest cost debt, 7.75% interest rate).

•

Continue to add tax-exempt SW Disposal Revenue

bonds to capital structure to reduce cost of long-

term debt (~17% of debt).

(2)

24

Capital structure provides runway and flexibility to execute strategy

Total Debt ($mm)

Total Debt-to-EBITDA

(1)

____________________

(1)

Total Debt-to-EBITDA as defined as “Consolidated Leverage Ratio” in the Company’s Loan & Security

Agreement dated as of 2/27/15 (“ABL Revolver”); as reconciled in the Appendix.

(2)

As of 6/30/15, $77.0mm of SW Disposal Revenue bonds; closed $15.0mm FAME bond offering on 8/27/15.

(3)

As of 6/30/15, our Borrowing Availability under the ABL Facility was calculated as a borrowing base of

$150.4mm, less revolver borrowings of $64.7mm, less outstanding irrevocable letters of credit totaling

$27.0mm, at which date no amount had been drawn.

4/30/13

4/30/14

12/31/14

6/30/15

4/30/13

4/30/14

12/31/14

6/30/15

87% Fixed

Rate Debt

Casella Waste Systems

$3.00

$4.00

$5.00

$6.00

$7.00

1/2/2015

3/2/2015

5/2/2015

7/2/2015

9/2/2015

25

CWST 2015 stock price gains reflect strong execution of strategic plan

CWST Stock Price (2015 YTD)

(1)

(1)

CWST stock price through 10/5/15.

Announced TP 2014 results

•

Revenues up +8.3% YOY

•

Adj. EBITDA up +2.4% YOY

•

Successfully completed

planned asset repositioning

•

Refinanced Senior Secured

Credit facility

$4.12

$6.10

YTD up

+48.1%

or +$1.98/sh

Announced Q1 2015 results

•

Revenues up +3.0% YOY

•

Adj. EBITDA up +7.9% YOY

Jim

O’Connor

joins

Board

Announced

refreshed

multi-year

plan

and

2018

financial

targets

Bill Hulligan

joins Board

Announced Q2 2015 results

•

Revenues up +4.7% YOY

•

Adj. EBITDA up +8.4% YOY

•

$18.7mm of debt repaid

JCP files 13D announcing

intention to nominate

Directors for election at

2015 Annual Meeting

Casella Waste Systems

80%

90%

100%

110%

120%

130%

140%

150%

160%

170%

1/2/2015

3/2/2015

5/2/2015

7/2/2015

9/2/2015

26

CWST 2015 stock price gains far outpace the market and peer group

Stock Price (2015 YTD)

(1), (2)

(1)

Stock prices through 10/5/15.

(2)

Peer group comprised of Waste Management, Inc. (WM), Republic Services, Inc. (RSG), Waste Connections, Inc. (WCN), and Progressive Ltd. (BIN).

CWST up

+48.1%

Peers up +3.5%

S&P500 down -3.5%

Our decisive actions to transform Casella and the success of our

strategy are not going unnoticed . . .

Casella Waste Systems

27

Casella’s value drivers…

Valuable integrated solid waste assets in

disposal limited Northeast markets.

Management focused on increasing Free

Cash Flow and reducing debt leverage.

Results demonstrate strong execution of plan.

Near term focus of team:

Improving landfill returns;

Driving profitability of collection operations;

Creating value through Resource Solutions;

Improving balance sheet & reducing risk.

Casella Waste Systems

28

Highly Qualified, Experienced,

Engaged and Refreshed Board

Casella Waste Systems

29

Casella’s directors have excellent credentials

Board is composed of 9 highly qualified directors dedicated to serving

the best interests of shareholders.

•

7 out of 9 directors are independent.

•

Only one member of management (CEO) on Board.

Casella’s Board balances the value of longevity of service with the

value of new ideas and perspectives through the addition of new

independent members.     

•

4 independent directors have joined the Board since 2008, bringing fresh perspectives and

relevant business experience to the Casella Board.

Directors have broad and diverse skill sets and experiences including:

•

Solid waste collection, recycling, disposal services, operations, accounting, finance,

investment banking, mergers and acquisitions, capital markets, capital allocation, capital

structure, risk management, IT, and strategic planning.

Casella Waste Systems

John W. Casella*

•

CEO of Casella

•

Close to 40 years of experience in the waste management industry

•

Member

of

numerous

industry

related

and

community

service-related

state

and

local

boards

and

commissions,

including

the

National

Recycling

Coalition,

Board

of

Directors

of

the

Associated

Industries

of

Vermont,

the

Association

of

Vermont

Recyclers,

the

Vermont

State

Chamber

of

Commerce,

and

the

Rutland

Industrial

Development

Corporation

Highly-qualified, experienced, engaged and refreshed Board

Douglas R. Casella

•

Founded Casella in 1975

•

President of Casella Construction, Inc.

•

Over 40 years of experience in the waste management industry

Michael K. Burke

Audit Committee, Nominations & Governance Committee

•

Member of the Casella Board since 2008

•

Former

CFO

of

a

number

of

publicly-traded

companies,

including

Landauer,

Inc.,

Albany

International

Corp.

and

Intermagnetics

General

Corporation

•

Former investment banking executive at CIBC Oppenheimer Corp.

James F. Callahan, Jr.

Audit Committee (Chair), Nominations & Governance Committee

•

Member of the Casella Board since 2003

•

Former Audit Partner at Arthur Andersen LLP

Joseph G. Doody

Compensation Committee (Chair)

•

Member of the Casella Board since 2004

•

Vice Chairman of Staples, Inc.

•

Former President of North American Commercial of Staples, Inc.

•

Previously spent more than 2 decades at Eastman Kodak Company where he

held various senior management positions

•

Member of the Board of Directors of Paychex, Inc.

Emily Nagle Green

Compensation Committee

•

Member of the Casella Board since 2012

•

Former CEO of Smart Lunches, Inc., an online fresh meal delivery service

•

Former CEO and a member of the Board of Directors of Yankee Group

•

Former President and CEO of Cambridge Energy Research

William P. Hulligan*

Audit Committee

•

Member of the Casella Board since 2015

•

Over 40 years of experience in the waste management industry

•

Former

President

and

COO

of

Progressive

Waste

Solutions

Ltd.,

the

3

rd

largest

waste management company in North America

•

Former EVP of North America Operations of Waste Services, Inc.

•

Over 20 years at Waste Management, Inc. where he held various senior

management positions, including EVP

•

Previous public company board experience (including waste management cos.)

James E. O’Connor*

Compensation Committee

•

Member of the Casella Board since 2015

•

Over 40 years of experience in the waste management industry

•

Former Chairman and CEO of Republic Services, Inc.

•

Previously spent close to 30 years at Waste Management, Inc. where he held

various senior management positions

•

Previous public company board experience (including waste management cos.)

Gregory B. Peters

Lead Independent Director, Compensation Committee

Audit Committee, Nominations and Governance Committee (Chair)

•

Member of the Casella Board since 1993

•

Managing general partner of Lake Champlain Capital Management, LLC

•

Previously served as managing general partner of Vermont Venture Capital

Partners, L.P.

*Standing for Election at 2015 Annual Meeting of Stockholders

30

Casella Waste Systems

Casella’s newest directors join a refreshed Board

2 new highly qualified independent directors, Messrs. Hulligan and

O’Connor, added in the past four months.

•

Both have more than 40 years of waste management industry experience

•

Both are two of the most experienced, accomplished and admired individuals in the waste

management industry

•

Both have public company board and leadership experience

•

Both have extensive senior management and governance experience at leading waste

management companies and a track record of driving growth and stockholder value creation

which will be extremely valuable to Casella

•

Both are well suited to make substantial contributions to Casella

•

Both

are

committed

to

acting

in

the

best

interests

of

ALL

stockholders

The appointments of Messrs. Hulligan and O’Connor reflect the Casella

Board’s commitment to recruit new independent, highly qualified

directors with perspectives, experiences and competencies that expand

the Board’s scope and depth.

31

Casella Waste Systems

32

Casella’s highly qualified 2015 Board nominees

•

Possesses close to 40 years of waste management industry experience building Casella and extensive operational

and industry expertise relevant to our markets, most notably the regulatory, competitive and political sectors.

•

Understands

the

business

and

culture

–

has

devoted

his

entire

career

to

building

Casella

into

one

of

the

most

respected

regional

waste

management

companies

in

the

United

States.

•

One of the two largest individual stockholders in the Company.

•

Mr. Casella has been responsible for driving many of the strategic priorities that we believe have resulted in

significant improvements in our financial and operating performance.

John W, Casella -

Director since 1993

Chairman & Chief Executive Officer of Casella Waste Systems

•

Industry veteran who brings over 40 years of industry experience to the Board along with public company board

experience.

•

Former Chairman and CEO of  Republic Services, a publicly-traded waste management company in North America,

which, during his tenure, grew its annual revenues from $1.4 billion to $8 billion, making it one of the largest waste

management companies in the world.

•

Member of the Board of Directors of Clean Energy Fuels Corp. and the Canadian National Railway Company

James E. O’Connor -

Director since 2015

Retired Chairman & Chief Executive Officer of Republic Services, Inc.

•

Industry veteran who brings over 40 years of industry experience to the Board along with public company board

experience.

•

Helped to grow Waste Management, Inc.’s annual revenue from approximately $1 billion to more than $6 billion.

•

Has served as a member of the Board of Directors of two publicly-traded waste management companies.

William P. Hulligan -

Director since 2015

Former President and Chief Operating Officer of Progressive Waste Solutions

Casella Waste Systems

33

Governance Overview

Casella Waste Systems

34

Independent Board oversight and enhanced corporate governance

34

Independent Board leadership and oversight aligned with the interests

of long-term stockholders.

•

7 out of 9 directors are independent.

•

Only one member of management (CEO) on Board.

•

Independent directors meet without management.

•

Highly-qualified and experienced Lead Independent Director (Gregory B. Peters).

•

Casella Board members and executives beneficially own 9% of the outstanding shares of

Casella’s common stock.

Casella’s Board has demonstrated its commitment to enhancing

corporate governance

to be more consistent with best practices. 

•

Enhanced corporate governance practices further the ability of the Board and management

to serve the long-term interests of stockholders.

Casella Waste Systems

Commitment to enhancing corporate governance practices

Recent corporate governance enhancements that serve the long-term

interests of stockholders include:

•

Adopted a majority vote resignation policy for the election of directors in uncontested director

elections;

•

Adopted

stock

ownership

guidelines

and

a

compensation

clawback

policy

applicable

to

all

executive

officers

who

are

required

to

file

reports

pursuant

to

Section

16

of

the

Securities

Exchange

Act

of

1934,

as

amended

(which

supplement

an

existing

stock

ownership

policy

that

was

already

in

place

for

Directors);

•

Adopted a policy restricting any hedging and pledging activities with respect to Casella’s securities,

which is contained within Casella’s insider trading policy;

•

Adopted an amendment to Casella’s 2006 Stock Incentive Plan to provide that the Casella Board

may not cancel in exchange for a cash payment any outstanding option with an exercise price per

share above the then-current fair market value or take any other action under the Plan that

constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock Market;

•

Adopted a policy providing that any new employment agreements to be entered into by Casella

will not contain any provisions providing for gross-up payments for excise taxes paid under Section

4999 of the Internal Revenue Code of 1986, as amended; and

35

Casella Waste Systems

Stringent review process for all related party transactions

36

Independent review and approval eliminates related party conflicts.

•

The Audit Committee has established specific procedures for all related party transactions.

•

All bidding projects over $500k require a minimum of 3 qualified bidders.

•

When

a

related

party

bids,

a

3

rd

-party

professional

engineer

opens,

compiles

and

tabulates

all

bids.

•

The

project

team

evaluates

these

bids

based

on

price,

performance

references,

qualifications,

experience,

alternative

bid

items,

proposed

schedule,

subcontractors

qualifications,

adherence

to

bid

specifications

and

makes

recommendations

to

the

CFO

and

President/COO

(executive

officers

who

are

not

affiliated

with

the

related

parties).

•

If a related party is selected, the CFO and President/COO must present the bids and a

recommendation to the Audit Committee and the Independent Directors for approval.

•

Debt instruments require independent Board review and approval.

Independent bidding process ensures that Casella gets the best value

while maintaining a diverse vendor base.

•

Over

the

last

3

years,

Casella

Construction,

Inc.

(“CCI”)

has

been

selected

to

be

contractor

for

~33%

of

Casella’s

landfill

construction

projects,

following

the

stringent

process

described

above.

•

During this same period, Casella used 7 different general contactors on 15 construction projects.

Saved roughly 17% when CCI was selected for construction projects.

•

Over

the

last

10

years,

Casella

saved

approximately

$14

million

on

construction

projects

when

CCI

was

chosen

as

the

lowest

priced

qualified

bidder.

Casella Waste Systems

JCP Proxy Contest

37

Casella Waste Systems

38

JCP is an “activist investor” who only first began accumulating their

position in CWST on May 27, 2014.

•

Contrary to its SEC filings, JCP has not been a long-term investor in Casella.

JCP has no experience whatsoever in the waste management industry.

•

We do not believe that JCP’s experience in food-related business such as restaurants and

convenience stores translates into the waste management industry.

JCP lacks a specific plan on how to enhance stockholder value. 

•

JCP has not shared any suggestions for operational improvements, an alternative strategic

plan or any specific ideas for improving Casella’s long-term prospects.

•

In fact, JCP states in its Definitive Proxy Statement dated September 29, 2015 that

“Our (JCP’s) nominees do not have any specific plans for the Company….”

We attempted on numerous occasions to constructively and in good

faith engage with JCP to avoid a costly and distracting proxy contest.

•

JCP refused to allow us to conduct in-person interviews of their proposed director

candidates and would not allow them to complete our standard director questionnaires.

•

We made clear to JCP our willingness to consider an Independent director recommended

by them. 

JCP seeks to disrupt Casella’s strategic trajectory to pursue a

self interested, undisclosed agenda

Casella Waste Systems

We

believe

JCP’s

nominees

lack

the

relevant

experience

necessary

to

drive

long-term

stockholder

value

Neither of JCP’s nominees have experience comparable to any of the

members of the Casella Board that JCP is seeking to replace.

•

JCP’s nominees would not bring to Casella’s Board any relevant insights, perspectives, skills

or competencies not already present among the current members of the Casella Board.

39

•

No public company board experience.

•

“Board experience” is limited to serving on the board of directors of his local country club.

•

No experience overseeing management, directly developing or implementing strategies to enhance long-term

stockholder value or fulfilling the important fiduciary duties owed to stockholders by the directors of a public

company. 

•

No

experience

in

the

waste

industry,

either

as

an

executive

or

as

a

member

of

a

board

of

directors.

•

Public company board experience has mostly been limited to food-related companies and an exploration stage

Canadian mining company that had its stock traded in the Over-the-Counter (OTC) market and ceased operations

in 2013 after failing, during Mr. Pappas’ board tenure, to identify a suitable strategic option.

•

Claims to have held a “career with major investment banking firms,” but in fact was employed in investment

banking for less than 3 years by two different firms, in each case as a junior-level investment banking analyst.

James C. Pappas (Age 34)

Brett W. Frazier (Age 60)

Casella Waste Systems

Casella’s Board and management team are driving stockholder value

Casella Board of Directors

Took decisive action to drive Casella’s strategic

execution, drive improved operating and financial

results, and enhance Casella’s long-term prospects.

Senior management team strengthened by promoting

Ed Johnson to the role of President & Chief Operating

Officer as well as promoting Ned Coletta to the role of

Chief Financial Officer.

Improved performance and reduced risk by divesting

or closing operations that did not fit within our core

strategy and by focusing management’s attention and

our resources on core operations.

Continuing focus on core operations, improving free

cash flow and reducing leverage.

Casella’s stock price has increased from $4.12 at the

beginning of the year to $6.10 as of October 5, 2015.

Board has been significantly refreshed with four

independent board members added since 2008,

including two waste management industry veterans

added in past four months.

Concrete action to enhance corporate governance

practices to be more consistent with best practices.

Has nominated three highly qualified nominees with

insights, experiences and competencies that are

central to Casella’s strategic priorities and the creation

of long-term stockholder value.

JCP

An activist investor which began accumulating its

current holdings in Casella in May 2014.

JCP’s nominees would not bring to the Casella board

any relevant experience, skills or competencies not

already present among current Casella board

members.

JCP admits that its nominees have no specific plans to

enhance value for shareholders.

JCP nominee Brett Frazier has no public company

board experience.

JCP nominee James Pappas has no experience in the

waste management industry, either as an executive or

as a member of a board of directors and his public

company board experience has mostly been limited to

food-related companies and an exploration stage

Canadian mining company that had its stock traded in

the Over-the-Counter (OTC) market and ceased

operations in 2013 after failing, during Mr. Pappas’

board tenure, to identify a suitable strategic option.

Has nominated two candidates who we believe lack

the relevant experience necessary to drive Casella’s

strategic priorities and the creation of long-term

stockholder value. 

40

Casella Waste Systems

41

Casella Waste Systems

42

Casella Waste Systems

This

presentation

may

be

deemed

to

be

soliciting

material

in

respect

of

the

solicitation

of

proxies

from

stockholders

in

connection

with

Casella

Waste

Systems,

Inc.’s

2015

Annual

Meeting

of

Stockholders.

Casella,

its

directors

and

certain

of

its

executive

officers

are

deemed

to

be

participants

in

the

solicitation

of

proxies

from

Casella’s

stockholders

in

connection

with

the

matters

to

be

considered

at

Casella’s

2015

Annual

Meeting

of

Stockholders.

On

September

22,

2015,

Casella

filed

a

definitive

proxy

statement

and

accompanying

definitive

WHITE

proxy

card

with

the

Securities

and

Exchange

Commission

(“SEC”)

in

connection

with

the

solicitation

of

proxies

from

Casella

stockholders

in

connection

with

the

matters

to

be

considered

at

Casella’s

2015

Annual

Meeting

of

Stockholders.

Information

regarding

the

identity

of

participants,

and

their

direct

or

indirect

interests,

by

security

holdings

or

otherwise,

is

set

forth

in

such

definitive

proxy

statement,

including

the

schedules

and

appendices

thereto.

INVESTORS

AND

STOCKHOLDERS

ARE

STRONGLY

ENCOURAGED

TO

READ

THE

PROXY

STATEMENT,

THE

ACCOMPANYING

WHITE

PROXY

CARD

AND

OTHER

DOCUMENTS

FILED

BY

CASELLA

WITH

THE

SEC

CAREFULLY

AND

IN

THEIR

ENTIRETY

WHEN

THEY

BECOME

AVAILABLE

AS

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION.

Stockholders

may

obtain

the

definitive

proxy

statement,

any

amendments

or

supplements

to

the

definitive

proxy

statement,

the

accompanying

definitive

WHITE

proxy

card,

and

any

other

documents

filed

by

Casella

with

the

SEC

for

no

charge

at

the

SEC’s

website

at

www.sec.gov.

Copies

are

also

available

at

no

charge

at

the

Investor

Relations

section

of

Casella’s

corporate

website

at

www.casella.com,

by

writing

to

Casella’s

Corporate

Secretary

at

Casella

Waste

Systems,

Inc.,

25

Greens

Hill

Lane,

Rutland,

VT

05701,

or

by

calling

Casella’s

Corporate

Secretary

at

(802)

772-2257.

43

Important Additional Information

Casella Waste Systems

Appendix

44

Casella Waste Systems

45

Reconciliation of Adjusted EBITDA

(1)

Casella

presents

Adjusted

EBITDA,

a

non-GAAP

measure,

because

it

considers

it

an

important

supplemental

measure

of

its

performance

and

believes

it

is

frequently

used

by

securities

analysts,

investors

and

other

interested

parties

in

the

evaluation

of

Casella’s

results.

Management

uses

Adjusted

EBITDA

to

further

understand

Casella’s

“core

operating

performance.”

Casella

believes

its

“core

operating

performance”

is

helpful

in

understanding

its

ongoing

performance

in

the

ordinary

course

of

operations.

Casella

believes

that

providing

Adjusted

EBITDA

to

investors,

in

addition

to

the

corresponding

income

statement

measures,

affords

investors

the

benefit

of

viewing

its

performance

using

the

same

financial

metrics

that

the

management

team

uses

in

making

many

key

decisions

and

understanding

how

the

core

business

and

its

results

of

operations

has

performed.

Casella

further

believes

that

providing

this

information

allows

its

investors

greater

transparency

and

a

better

understanding

of

its

core

financial

performance.

In

addition,

the

instruments

governing

Casella’s

indebtedness

use

EBITDA

(with

additional

adjustments)

to

measure

its

compliance

with

covenants.

Non-GAAP Reconciliation of Adjusted EBITDA to Net Loss

($ in thousands)

2013

2014

Revenue

455,335

$   

497,633

$   

525,938

$             

535,754

$             

Net (loss) income

(54,463)

$      

(27,404)

$      

(29,136)

$                

(12,169)

$               

Loss on disposal of discontinued operations, net

-

378

-

-

Loss (income) from discontinued operations, net

4,480

(284)

-

-

(Benefit) provision for income taxes

(2,526)

1,799

1,340

1,423

Other expense (income), net

23,501

(436)

1,849

2,348

Interest expense, net

41,429

37,863

38,082

39,148

Gain on settlement of acquisition related contingent consideration

-

(1,058)

(1,058)

-

Loss (gain) from divestiture, acquisition and financing costs

1,410

144

(529)

(553)

Severance and reorganization costs

3,709

586

426

(4)

Environmental remediation charge

-

400

950

950

Development project charge

-

1,394

1,394

-

Divestiture transactions

-

7,455

7,455

(5,611)

Depreciation and amortization

56,576

60,339

61,206

60,421

Fiscal year-end transition costs

-

-

538

538

Proxy contest costs

-

-

-

284

Tax settlement costs

679

-

-

-

Depletion of landfill operating lease obligations

9,372

9,948

10,725

10,046

Interest accretion on landfill and environmental remediation liabilities

3,675

3,985

3,606

3,484

Adjusted EBITDA

87,842

$     

95,109

$     

96,848

$               

100,305

$             

Adjusted EBITDA Margin (%)

19.3%

19.1%

18.4%

18.7%

Fiscal Year ended

April 30,

12 months ended 

Dec. 31, 2014

12 months ended 

June 30, 2015

(1)

Casella Waste Systems

46

Reconciliation of Free Cash Flow

(1)

Casella

presents

Free

Cash

Flow,

a

non-GAAP

measure,

because

it

considers

it

an

important

supplemental

measure

of

its

performance

and

believes

it

is

frequently

used

by

securities

analysts,

investors

and

other

interested

parties

in

the

evaluation

of

Casella’s

results.

Management

uses

Free

Cash

Flow

to

further

understand

Casella’s

“core

operating

performance.”

Casella

believes

its

“core

operating

performance”

is

helpful

in

understanding

its

ongoing

performance

in

the

ordinary

course

of

operations.

Casella

believes

that

providing

Free

Cash

Flow

to

investors,

in

addition

to

the

corresponding

cash

flow

statement

measures,

affords

investors

the

benefit

of

viewing

its

performance

using

the

same

financial

metrics

that

the

management

team

uses

in

making

many

key

decisions

and

understanding

how

the

core

business

and

its

results

of

operations

has

performed.

Casella

further

believes

that

providing

this

information

allows

its

investors

greater

transparency

and

a

better

understanding

of

its

core

financial

performance.

Non-GAAP Reconciliation of Free Cash Flow to Net Cash Provided by Operating Activities

($ in thousands)

2013

2014

Net Cash Provided By Operating Activities

43,906

$     

49,642

$     

62,158

$               

63,601

$               

Capital expenditures

(53,281)

(43,326)

(67,252)

(60,258)

Payments on landfill operating lease contracts

(6,261)

(6,505)

(5,440)

(5,339)

Proceeds from divestiture transactions

-

-

-

5,335

Proceeds from sale of property and equipment

883

1,524

815

626

Proceeds from property insurance settlement

-

-

-

546

Contributions from (distribution to) noncontrolling interest holders

2,531

-

-

(1,495)

Free Cash Flow

(12,222)

$    

1,335

$       

(9,719)

$               

3,016

$                 

12 months ended 

Dec. 31, 2014

12 months ended 

June 30, 2015

Fiscal Year ended

April 30,

(1)

Casella Waste Systems

47

Capital Expenditure detail

Capital Expenditure Detail

($ in thousands)

2013

2014

Total Growth Capital Expenditures

12,192

$           

4,664

$             

13,789

$           

11,553

$           

Replacement Capital Expenditures:

Landfill construction & equipment

29,617

24,019

23,216

19,506

Vehicles, machinery / equipment and containers

8,552

10,465

25,102

23,719

Facilities

2,254

3,170

3,605

3,318

Other

666

1,008

1,540

2,161

Total Replacement Capital Expenditures

41,089

38,662

53,463

48,704

Total Capital Expenditures

53,281

$           

43,326

$           

67,252

$           

60,257

$           

Fiscal Year ended

April 30,

12 months ended

Dec. 31, 2014

12 months ended              

June 30, 2015

Casella Waste Systems

48

Reconciliation of Consolidated Leverage Ratio

Reconciliation of Consolidated EBITDA (as defined by ABL Revolver) to Net cash provided by operating activities

($ in millions)

2013

2014

Net cash provided by operating activities

43.9

$          

49.6

$          

62.2

$                   

63.6

$                   

Changes

in

assets

and

liabilities,

net

of

effects

of

acquisitions

and

divestitures

(0.6)

9.2

(2.2)

(1.4)

Divestiture transactions

-

(7.5)

(6.9)

6.2

Gain on sale of property and equipment

0.4

0.8

0.5

0.2

Gain (loss) on sale of equity method investment

-

0.6

(0.2)

-

Loss on debt extinguishment

(15.6)

-

-

(0.5)

Stock

based

compensation

and

related

severance

expense,

net

of

excess

tax

benefit

(2.4)

(2.4)

(2.3)

(2.5)

Development project charge

-

(1.4)

(1.4)

-

Impairment of investment

-

-

(2.3)

(2.3)

Loss on derivative instruments

(4.5)

(0.3)

(0.6)

(0.3)

Interest expense, less discount on long-term debt

40.9

37.9

38.2

39.2

Provision for income taxes, net of deferred taxes

1.0

0.2

0.2

0.6

Gain on settlement of acquisition related contigent consideration

-

1.1

1.1

-

EBITDA adjustment as allowed by the ABL Facility agreement

2.8

9.3

7.5

(2.9)

Other adjustments as allowed by the ABL Facility agreement

27.1

4.0

5.3

4.5

Minimum consolidated EBITDA

$          93.0

$        101.1

$                    99.1

$                   104.4

Total Debt

500.0

$        

509.5

$        

537.0

$                  

529.9

$                 

Consolidated Leverage Ratio (Total Debt-to-EBITDA)

5.37

5.04

5.42

5.08

Fiscal Year ended

April 30,

12 months ended

Dec. 31, 2014

12 months ended              

June 30, 2015