p e r f o r m a n c e
d i r e c t i o n
form 10-k
financial highlights (in thousands)
year ended april 30,
1997
1998
1999
Revenues
operating income
ebitda
net income loss
earnings (loss) per share
total assets
shareholders equity (deficit)
$102,545
$140,191
$173,418
6,528
21,838
73
(1.63)
152,298
3,325
11,346
32,736
1,925
(0.42)
202,414
83,743
21,164
46,000
9,099
0.62
270,209
150,396
EBITDA*, and as a percent of revenue (in thousands)
year ended april 30,
1997
1998
1999
*earnings before interest,
taxes, depreciation, and
amortization
$46,000
$32,736
23.4%
26.5%
$21,838
21.3%
SHAREHOLDER INFORMATION
company offices
25 Greens Hill Lane
Rutland, Vermont 05701
Telephone: (802) 775-0325
auditors
Arthur Anderson, LLP
225 Franklin Street
Boston, MA 02110
transfer agent & register
Boston EquiServe
150 Royal Street
Boston. MA 02021
www.equiserve.com
legal counsel
Hale & Dorr LLP
60 State Street
Boston, MA 02110
direct inquiries to:
Joseph Fusco, Vice-President
Telephone: (802) 775-0325
Facsimile: (802) 775-6198
E-mail: joe.fusco@casella.com
stock exchange
Casella Waste Systems, Inc. is
traded on the NASDAQ National
Market under the ticker symbol
CWST, and is listed on the
Russell 3000 Index.
www.casella.com
To our fellow shareholders:
We'd like to help you accomplish two things as you read this letter and annual report.
First, of course, is a review and understanding of the past year. We think this is helpful,
not simply because it was – financially and strategically – a successful year, but also
because it is part of our record of achievement, and continuing commitment to you to create
long-term shareholder value.
In other words, if you look back over fiscal year 1999, you will see that we again met or
exceeded every goal we set for ourselves.
That's important. Certainly for obvious reasons, but also because we strongly believe that
this record of accomplishment – performance, really – remains the single most compelling
indicator of our ability to build long-term value for you. Again, that's important – and helpful –
since it is the closest thing to a peek into the future investors so eagerly seek.
Which brings us to our second goal – to help you understand what lies ahead.
As you evaluate any rapidly growing company, this goal is the slightly more interesting –
and useful – one.
While on one hand we're proud of our historical results, we think it's absolutely necessary
for us to make “forward looking statements.” Not in the unfortunate, nervous legalisms
we've all hung around those words, but in the truest, purest meaning of the phrase – a look
forward, sharing our vision, our intentions and expectations, our goals, our opportunities.
And, we are blessed with quite a few opportunities, and a nearly equal number of
challenges.
Making Growth Work
First, the past year:
We continue to grow the company through a strategy of consolidating a fragmented
waste industry here in the northeastern United States. This past year, our acquisition efforts
added just under $55 million in annualized revenues.
Our criteria for these transactions are simple. They must (a) be efficient improvements to
our existing operations; (b) be accretive to earnings; and (c) provide meaningful, predictable
long-term opportunities. Because we apply this discipline, along with the operational
discipline and skill of integrating acquisitions for over 25 years, these efforts not only make
us a bigger company, they make us a better one, too.
And, at a time when the risk of acquisition integration concerns those who follow our
industry, it's what distinguishes our company. Acquisition integration and improvement
remains a central focus; the best validation of our effort is year-over-year improvements in
EBITDA margin.
Our earnings before interest, taxes, depreciation and amortization (EBITDA) – a common
industry measurement of how efficiently a company operates – were $47.9 million. This
represents a 400 basis-point improvement in EBITDA margin over the previous year. Making
tuck-in, contiguous and new market acquisitions – and integrating them intelligently and
properly – as well as skillfully managing existing businesses delivers these improved
operating margins and, ultimately, consistent profitability.
All of this has happened under the umbrella of solid fundamentals – from strong internal
growth to the continued strength of the regional economy.
A Powerful Combination
Second, what lies ahead?
Our goals for the future are not that complicated.
We will continue to build a path to growth – planning ahead; that is, we will pursue
opportunities to make growing earnings and creating value a long-term aspect of our
performance.
We will continue to build a company uniquely equipped and prepared to give its customers
what they want from a complete waste management company – from collection to recycling
to disposal – market leadership.
We will continue to apply the same standards and expectations for performance to all
facets of our business – discipline.
We will continue to demand consistent performance from our assets and businesses –
building predictability.
The strongest, most compelling approach to every one of these goals comes through our
acquisition of KTI, Inc. It is, simply, a very powerful combination.
It enhances our company’s growth opportunities – not only here in the Northeast, but in
markets adjacent to and outside the region where we can build the same type of disciplined
market leadership platform.
The combination brings us important capabilities, also. We strongly believe that waste
management companies who want to continue to be able to tell stories of long-term growth
into the future need to configure themselves to meet the demands of their marketplace.
The KTI acquisition – when combined with our vision, operating discipline, consolidation
strategy, and existing infrastructure – gives us the additional waste management assets,
skills and expertise to be one of those companies.
Planning ahead. Building market leadership. Disciplined operational and financial
management. Predictability. These touchstones have given us a proven performance record;
they’re the same resources that will allow us to move confidently into the future and succeed
with KTI's assets, and KTI's and Casella Waste Systems' hardworking, motivated people.
The market has expressed broad and varied opinions about this step we've taken. We
have great confidence in the future and the opportunities; our job is to help you understand
and discover evidence for that confidence and, more importantly, deliver the results that
justify your and our expectations.
Our record, and our faith in our people and ourselves, says we can.
Sincerely,
John W. Casella
President & CEO
Jim Bohlig
Jerry Cifor
Sr. Vice President & COO
Sr. Vice President & CFO
September 16, 1999
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
form 10-K
WASHINGTON, D.C. 20549
[X] Annual Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934 For The
Fiscal Year Ended April 30, 1999
OR
[ ] Transition Report Pursuant To Section 13 or 15(D) Of The Securities Exchange Act of 1934 For The Transition Period
From
To
.
COMMISSION FILE NUMBER 000-23211
casella
waste systems, inc.
(Exact name of registrant as specified in its charter)
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION):
Delaware
(I.R.S. EMPLOYER IDENTIFICATION NO.):
03-0338873
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES):
25 Greens Hill Lane, Rutland, VT
(ZIP CODE):
05701
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:
(802) 775-0325
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Class A common stock, $.01 per share par value
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K [ ]
The aggregate value of the voting stock held by non-affiliates of the registrant, based on the last sale price of the registrant’s Class A
common stock at the close of business on July 15, 1999 was $326,323,582 (reference is made to Part II, Item 5 herein for a
statement of assumptions upon which this calculation is based).
There were 15,031,904 shares of class A common stock, $.01 per share par value, of the registrant outstanding as of July 15, 1999.
There were 988,200 shares of class B common stock of the registrant outstanding as of July 15, 1999.
documents incorporated by reference
Items 10, 11, 12 and 13 of Part III (except for information required with respect to executive officers of the Company, which is set
forth under Part I -Business - "Executive Officers of the Company") have been omitted from this report, since the Company expects to
file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year, a definitive proxy
statement. The information required by Items 10, 11, 12 and 13 of Part III of this report, which will appear in the definitive proxy
statement, is incorporated by reference into this report.
PART I
ITEM 1. BUSINESS
the company
Casella Waste Systems, Inc. is a regional, integrated, non-hazardous solid waste services company that provides collection, transfer,
disposal and recycling services in Vermont, New Hampshire, Maine, Massachusetts, upstate New York and northern Pennsylvania. As
of July 15, 1999, the Company owned and/or operated five Subtitle D landfills, two landfills permitted to accept construction and
demolition materials, 51 transfer stations, 16 recycling processing facilities, and 40 solid and liquid waste collection divisions, which
collectively served over 500,000 commercial, industrial and residential customers. The Company was founded in 1975 as a single-
truck operation in Rutland, Vermont and subsequently expanded its operations throughout the state of Vermont. In 1993, the
Company initiated an acquisition strategy to take advantage of anticipated reductions in available landfill capacity in Vermont and
surrounding states due to increasing environmental regulation and other market forces driving consolidation in the solid waste
industry. From May 1, 1994 through April 30, 1999, the Company acquired ownership or long-term operating rights to 132 solid waste
businesses, including 7 landfills, and between May 1, 1999 and July 15, 1999 the Company acquired an additional nine such
businesses.
recent developments
On January 12, 1999 the Company signed a definitive merger agreement with KTI, a publicly traded solid waste handling company
operating in 21 states throughout the United States. KTI specializes in solid waste disposal and recycling, and operates manufacturing
facilities utilizing recycled materials. The Company believes the merger will give it additional growth opportunities in its existing and
adjacent markets, and the ability to enter new markets, as well as achieve operational efficiencies as a result of the combination. On
April 13, 1999, the Company notified KTI of its intent to terminate the merger agreement upon the expiration of a 30-day cure period
as a result of breaches by KTI of the merger agreement. On May 12, 1999, the Company announced that it and KTI had revised and
amended the terms of the merger agreement. Pursuant to the amended merger agreement, each share of KTI common stock will be
exchanged for 0.59 shares of the Company’s class A common stock.
In July 1998 the Company completed a second public offering of 2,060,587 shares of its class A common stock at $27.25 per share.
Proceeds of approximately $52,231,490 after underwriters discounts and issuance expenses were used for debt reduction,
acquisitions and other general corporate purposes.
During the fiscal year ended April 30, 1999, the Company expanded and strengthened its market presence throughout its three
geographic regions by acquiring 55 solid and liquid waste management businesses totaling approximately $54.5 million in revenues,
including the following:
On September 4, 1998 the Company completed a merger with Hakes C & D Disposal, Inc. This facility is a permitted landfill in
western New York State designed to accept construction and demolition material. As of July 15, 1999 the facility was under
construction and had not begun accepting waste. The Company believes this facility will allow it to realize the financial and operational
benefits of disposing of construction and demolition debris collected by its own operations in its own facility in a key market for the
Company.
On October 29, 1998, the Company completed a merger with Waste Stream Inc., B&C Sanitation Corporation, North Country
Trucking, Inc., Better Bedding Corp., R.A. Bronson, Inc., BBC LLC, NTC LLC and Grasslands, Inc., (together - "Waste Stream"),
which provide solid waste and recycling collection services in northern New York State. The Company believes the acquisition of
Waste Stream further strengthens the Company’s market position in upstate New York.
On December 23, 1998, the Company completed a merger with Northern Sanitation, Inc and Northern Properties Corp. of
Plattsburgh, Inc. (together - "Northern Sanitation"), a solid waste collection company in Clinton County, New York. The Company
believes the proximity of Northern Sanitation to the Company’s Clinton County landfill gives it a stronger market presence in that
region.
On April 30, 1999 the Company completed a merger with Natural Environmental, Inc., Schultz Landfill, Inc. and Blasdell Development
Group, Inc. (together -" NEI"), a collection, transfer and construction & demolition debris disposal company serving the Buffalo, New
York region. Also on April 30, 1999, the Company completed a merger with Westfield Disposal Service, Inc. and Portland C & D
Landfill, Inc. (together - "Westfield Disposal"), a collection company, transfer station, and construction and demolition debris landfill
serving Chautauqua County, New York and Erie, Pennsylvania. The Company believes that these acquisitions provide the Company
with a new growth platform in western New York and expand geographically the Company’s existing operations in its Western Region.
Since the end of the Company’s 1999 fiscal year on April 30, 1999, the Company entered the eastern Massachusetts market with the
acquisition of Resource Waste Systems, Inc., Resource Recovery of Cape Cod, Inc., and Resource Transfer, Inc. (collectively,
"Resource Waste Systems, Inc."), which provide solid waste collection and transfer services, and construction and demolition debris
processing in eastern Massachusetts. The Company believes that the acquisition of Resource Waste Systems provides the Company
with a new growth platform in a market contiguous to its existing markets, particularly when matched with the assets and operations
in southern Maine expected to be acquired in the merger with KTI, Inc.
service area
The Company is managed on a decentralized basis, with its operations divided into three geographic regions: the Central, Eastern and
Western regions. These three regions are further divided into divisions organized around smaller market areas, known as "waste
sheds", each of which contains the complete cycle of activities in the solid waste service process, from collection to transfer stations
to disposal. The following are the Company’s three geographic regions that comprise the Company’s service area:
central region
The Central Region consists of Vermont, portions of New Hampshire and eastern upstate New York. The Company was founded in
1975 in Rutland, Vermont, and has continued to grow its market presence in the Central Region. The portion of upstate New York
within the Company’s Central Region as of July 15, 1999 extends from Interstate 90 north to the Canadian border and from the
Vermont border west to Interstate 81 and the eastern shore of Lake Ontario. The Company owns and operates Subtitle D landfills in
Bethlehem, New Hampshire (See Part I, Item 3, ‘Legal Proceedings’); Coventry, Vermont; and, through a 25-year capital lease,
operates the Clinton County landfill located in Schuyler Falls, New York. In addition, the Company operated 21 collection operations
and 24 transfer stations in the Central Region as of July 15, 1999.
eastern region
The Company’s Eastern Region consists of the State of Maine and southeastern New Hampshire. The Company established a market
presence in Maine through the acquisition of the Sawyer Companies in January 1996. The Company owns the SERF landfill located in
Hampden, Maine, which disposes of ash, construction and demolition debris, special waste and front end processing residue primarily
from throughout the State of Maine. In addition, at July 15, 1999 the Company operated five collection operations and nine transfer
stations, and collected solid waste from commercial, industrial and residential customers in the Eastern Region. The Company’s waste
tire processing facility, located in Eliot, Maine, has the capacity to process approximately 3.5 million tires per year and generates tire
derived fuel, which the Company sells to paper mills for consumption as a supplemental energy source for boiler fuel.
Unlike the other states in the Company’s existing market area, Maine has an aggressive incineration program and the Company
believes that approximately 80% of the waste shed in the Company’s market area is disposed of through incineration. However, the
Company believes that approximately 35% of the tonnage delivered to incinerators is returned to landfills as ash and front end
processing residue, and the Company is the largest disposer of incinerated waste material in Maine.
western region
The Western Region is comprised of the south central, western and southern tier of upstate New York (including Ithaca, Elmira,
Horsehead, Corning and Watkins Glen) and the northern tier of Pennsylvania. Through the acquisition of the Superior Disposal
Services companies in January 1997, the Company established its market presence in the Western Region. At July 15, 1999 the
Company operated 18 transfer stations and 14 collection operations, and collected solid waste from commercial, industrial and
residential customers. During fiscal 1999 the Company acquired a Subtitle D permitted landfill, the Hyland facility, in Angelica, New
York, which serves the western upstate portion of our New York waste shed (See Part I, Item 3, ‘Legal Proceedings’). The Company
also acquired two landfills in fiscal 1999 permitted to accept construction and demolition materials, the Hakes and Portland facilities.
operations
The Company’s operations include the ownership and/or operation of landfills, solid waste collection services, transfer stations,
recycling services, septic/liquid waste operations, and tire processing and other services.
landfills
The Company currently owns four Subtitle D landfill operations and operates a fifth Subtitle D landfill under a 25-year lease
arrangement with a county. All of the Company’s operating Subtitle D landfills include leachate collection systems, groundwater
monitoring systems and, where required, active methane gas extraction and recovery systems. In addition to these landfills the
Company owns two landfills permitted to accept only construction and demolition materials. These types typically, depending on the
state in which they are located, are constructed in accordance with lower environmental standards than Subtitle D landfills, reflecting
the inert nature of the materials deposited in them.
During the year ended April 30, 1999, approximately 71% of the waste volumes received by the Company’s landfills were from
internal sources such as the Company’s hauling divisions or transfer stations.
The following table provides certain information regarding the landfills that the Company operates. All of such information is provided
as of July 15, 1999.
LANDFILL
Clinton County (3)
Waste USA
SERF (4)
NCES
Hyland
Hakes (5)
Portland (6)
LOCATION
Schuyler Falls, NY
Coventry, VT
Hampden, ME
Bethlehem, NH
Angelica, NY
Campbell, NY
Portland, NY
Approximate Estimated
Total Remaining
Permitted Capacity
(TONS)(1)
Estimated
in Permitting
Process Capacity
(TONS) (1)(2)
788,000
2,241,400
53,000
150,000
1,615,000
825,000
20,250
990,000
- 0 -
3,500,000
544,000
- 0 -
- 0 -
- 0 -
(1) The Company converts estimated remaining permitted and permittable capacity calculated in cubic yards to tons by assuming a
compaction factor equal to the historic average compaction factor applicable for the respective landfill.
(2) Represents capacity for which the Company has begun the permitting process. Does not include additional available capacity at
the site for which permits have not yet been sought.
(3) Operated pursuant to a capital lease expiring in 2021.
(4) Of the 3,500,000 additional in-process tonnage, 3,300,000 has received all required permits from the State of Maine; however
the town of Hampden, Maine, where the site is located, has not issued the required construction permits for work to begin on the
expansion. If these permits are not received in a reasonable time the Company may pursue legal remedies. The remaining 200,000
tons meets all state and local requirements.
(5) First cell under construction. Projected opening September 1999.
(6) Facility currently under construction.
SERF. The SERF landfill is located in Hampden, Maine. The SERF landfill processes ash, special waste and front end processing
residue (i.e., glass and other material segregated and disposed of separately from solid waste prior to incineration), for the Penobscot
Energy Recovery Corporation’s incinerator under a contract expiring in 2003. As noted above, the Town of Hampden has delayed the
construction of the newest permitted cell of this site by failing to issue a construction permit in a timely manner. Although the
Company will consider legal remedies in the event the Town continues to obstruct expansion, there can be no assurance the
Company will prevail. The Penobscot Energy Recovery Corporation’s incinerator is owned by a limited partnership in which KTI holds a
70.36% ownership interest.
NCES. The NCES landfill, located in Bethlehem, New Hampshire, serves the northern and central New Hampshire waste sheds and
portions of the Maine and Vermont waste sheds. The Town of Bethlehem has adopted a zoning ordinance which precludes the
‘expansion of any existing landfills’. The Company has contested this ordinance vigorously. See Part I, Item 3, ‘Legal Proceedings’ for
details of these proceedings.
Waste USA. The Waste USA landfill is located in Coventry, Vermont and serves the northern two-thirds of Vermont.
Clinton County. The Clinton County landfill, located in Schuyler Falls, New York, is leased by the Company from Clinton County,
New York pursuant to a 25-year capital lease which expires in 2021. Under the lease, the Company is generally obligated to expand
the landfill at its own cost. Under the terms of the lease, the Clinton County landfill cannot receive waste from certain geographic
regions in New York. The facility has a permitted capacity of 140,000 tons per year. Under the lease, the Company is responsible for
operating the landfill in compliance with all applicable environmental laws, including without limitation, possessing and complying with
all necessary permits and licenses. The Company must indemnify the County for all liabilities resulting from any violations of those
laws (exclusive of violations based on pre-existing conditions, which remain the responsibility of the County and with respect to which
the County indemnifies the Company). In addition, the Company is responsible for the composition of waste deposited at the landfill
during the lease term, regardless of the Company’s knowledge or monitoring efforts. The lease gives the Company full physical and
managerial control over an unlined landfill on the site, which was operated by the Company from July 1996 through July 1997, while
the lined landfill was under construction. Clinton County has agreed to indemnify the Company for environmental liabilities arising from
the unlined landfill prior to its operation by the Company. The Company was responsible for the closure of the unlined landfill, and
post-closure care is the responsibility of the County. The Company completed the closure and capping activities at this landfill in
September 1997. The Company is also responsible for performing certain cleanup work with respect to the unlined landfill and has
agreed to absorb the resulting costs subject to satisfactory construction of the lined portion. The Company is responsible for both
closure and post-closure care with respect to the lined landfill upon exhaustion of the corresponding airspace.
Hyland. The Hyland landfill, located in Angelica, New York in Allegany County, serves the Company’s Western Region. The Town of
Angelica has adopted a local ordinance seeking to restrict the manner in which the Company may operate or expand this facility. For a
full explanation, see Part I, Item 3, "Legal Proceedings".
Hakes. This facility is located in Campbell, New York. The first cell of this facility is currently under construction and is projected to
be open in September 1999.
Portland. This facility, acquired on April 30, 1999 as part of the Westfield Disposal merger, is located in Portland, New York. The
facility is currently under construction and is projected to re-open in October 1999.
The Company also owns and/or operated five unlined landfills, which are not currently in operation. All of these landfills have been
closed and environmentally capped by the Company. One of the unlined landfills, a municipal landfill which is adjacent to the Subtitle D
Clinton County landfill being operated by the Company, was operated by the Company from July 1996 through July 1997. The
Company completed the closure and capping activities at this landfill in September 1997, and is indemnified by Clinton County for
environmental liabilities arising from such landfill prior to the Company’s operation.
The Company regularly monitors the available permitted in-place disposal capacity at each of its landfills and evaluates whether to
seek to expand this capacity. In making this evaluation, the Company considers various factors, including the volume of solid waste
projected to be disposed of at the landfill, the size of the unpermitted capacity included in the landfill, the likelihood that the Company
will be successful in obtaining the approvals and permits required for the expansion and the costs that would be involved in developing
the expanded capacity. The Company also considers on an ongoing basis the extent to which it is advisable, in light of changing
market conditions and/or regulatory requirements, to seek to expand or change the permitted waste streams at a particular landfill or
to seek other permit modifications.
The permitting process is lengthy, difficult and expensive, and is subject to substantial uncertainty and there can be no assurance that
any such permits or expansion requests will be granted. Often, even when permits are granted, they are not granted until the landfill’s
remaining capacity is very low. There can be no assurance that the Company will be able to add additional disposal capacity when
needed or, if added, that such capacity can be added on satisfactory terms or at its landfills where expansion is most immediately
needed. If the Company is not able to add additional disposal capacity when and where needed, it may need to dispose of its
collected waste at its other landfills or at landfills owned by others. Such a circumstance could have a material adverse effect on the
Company’s business, financial condition and results of operations.
Once the permitted capacity of a particular landfill is reached, the landfill must be closed and capped if additional capacity is not
authorized. The Company establishes reserves for the estimated costs associated with such closure and post-closure costs over the
anticipated useful life of such landfill.
solid waste collection
The Company’s 38 solid waste collection divisions served over 500,000 commercial, industrial and residential customers at July 15,
1999. During fiscal 1999, approximately 49% of the solid waste collected by the Company was delivered for disposal at its landfills.
The Company’s collection operations are generally conducted within a 125-mile radius of its landfills. A majority of the Company’s
commercial and industrial collection services are performed under one-to-three-year service agreements, and fees are determined by
such factors as collection frequency, type of equipment and containers furnished, the type, volume and weight of the solid waste
collected, the distance to the disposal or processing facility and the cost of disposal or processing. The Company’s residential
collection and disposal services are performed either on a subscription basis (i.e., with no underlying contract) with individuals, or
under contracts with municipalities, homeowners associations, apartment owners or mobile home park operators.
transfer station services
The Company operated 51 transfer stations as of July 15, 1999, of which 31 were owned by the Company and 20 were operated
under contracts with municipalities. The transfer stations receive, compact and transfer solid waste collected primarily from the
Company’s various collection operations to larger Company-owned vehicles for transport to landfills. The Company believes that
transfer stations benefit the Company by: (i) increasing the size of the waste shed which has access to the Company’s landfills; (ii)
reducing costs by improving utilization of collection personnel and equipment; and (iii) building relationships with municipalities that
may lead to future business opportunities, including privatization of the municipality’s waste management services.
recycling services
The Company has sought to position itself to provide recycling services to customers who are willing to pay for the cost of the
recycling service. Depending on the terms of the individual customer contracts and the level of recovered material commodity prices,
the proceeds generated from reselling the recycled materials are occasionally shared between the Company and its customers. In
addition, the Company has adopted a pricing strategy of charging collection and processing fees for recycling volume collected from
its customers. By structuring its recycling service program in this way, the Company has sought to reduce its exposure to commodity
price risk with respect to the recycled materials.
As of July 15, 1999 the Company operated 16 recycling processing facilities. The Company processes more than 20 classes of
recyclable materials originating from the municipal solid waste stream, including cardboard, office paper, containers and bottles. The
Company’s recycling operations are concentrated principally in Vermont, as the public sector in other states in the Company’s service
area has generally taken primary responsibility for recycling efforts. At July 15, 1999, the Company employed one commodity sales
manager to develop end markets, and had 80 employees in the recycling facilities to support the processing of approximately 70,000
tons of recyclable materials annually.
waste tire processing and other services
The Company’s waste tire processing facility, located in Eliot, Maine, has the capacity to process approximately 3.5 million tires per
year and generates tire derived fuel, which the Company sells to paper mills for consumption as a supplemental energy source for
boiler fuel. In June 1997, the Company was selected by the State of Maine to process an estimated 2.5 million tires over an 18-
month period. Because of continuing losses in the Company’s waste tire processing facility, in the fourth quarter of fiscal 1998 the
Company wrote-down the carrying value of the tire processing facility in the amount of $971,000. See "Management’s Discussion and
Analysis of Financial Condition and Results of Operations" and Note 2(j) of Notes to Consolidated Financial Statements.
The Company’s other services include two septic/liquid waste operations, located in the Company’s Central Region.
competition
The solid waste services industry is highly competitive, undergoing a period of consolidation, and requires substantial labor and capital
resources. The Company competes with numerous solid waste management companies, many of which are significantly larger and
have greater access to capital and greater financial, marketing or technical resources than the Company. Certain of the Company’s
competitors are large national companies that may be able to achieve greater economies of scale than the Company. The Company
also competes with a number of regional and local companies. In addition, the Company competes with operators of alternative
disposal facilities, including incinerators, and with certain municipalities, counties and districts that operate their own solid waste
collection and disposal facilities. Public sector facilities may have certain advantages over the Company due to the availability of user
fees, charges or tax revenues and the greater availability to them of tax-exempt financing. In addition, recycling and other waste
reduction programs may reduce the volume of waste deposited in landfills.
The Company competes for collection and disposal volume primarily on the basis of the price and quality of its services. From time to
time, competitors may reduce the price of their services in an effort to expand market share or to win a competitively bid municipal
contract. These practices may also lead to reduced pricing for the Company’s services or the loss of business. Competition exists
within the industry not only for collection, transportation and disposal volume, but also for acquisition candidates. The Company
generally competes for acquisition candidates with publicly owned regional and national waste management companies.
marketing and sales
The Company has a coordinated marketing and sales strategy which is formulated at the corporate level and implemented at the
divisional level. The Company markets its services locally through division managers and direct sales representatives who focus on
commercial, industrial, municipal and residential customers. As of July 15, 1999, the Company had 35 division managers, 3 sales
managers and 42 direct sales representatives. The Company also obtains new customers from referral sources, its general reputation
and local market print advertising. Leads are also developed from new building permits, business licenses and other public records.
Additionally, each division generally advertises in the yellow pages and other local business print media that cover its service area.
Maintenance of a local presence and identity is an important aspect of the Company’s marketing plan, and many of the Company’s
managers are involved in local governmental, civic and business organizations. The Company’s name and logo, or, where appropriate,
that of the Company’s divisional operations, are displayed on all Company containers and trucks. Additionally, the Company attends
and makes presentations at municipal and state conferences and advertises in governmental associations’ membership publications.
The Company markets its commercial, industrial and municipal services through its sales representatives who visit customers on a
regular basis and make sales calls to potential new customers. These sales representatives receive a significant portion of their
compensation based upon meeting certain incentive targets. The Company emphasizes providing quality services and customer
satisfaction and retention, and believes that its focus on quality service will help retain existing and attract additional customers.
employees
At July 15, 1999, the Company employed approximately 1,401 full-time employees, including approximately 115 professionals or
managers, approximately 1,076 employees involved in collection, transfer and disposal operations, and approximately 210 sales,
clerical, data processing or other administrative employees.
On October 30, 1998, the Company merged with Waste Stream (see ‘Recent Developments’) . Prior to the merger the employees of
Waste Stream’s Malone, New York location had voted in favor of representation by Chauffeurs, Teamsters, Warehousemen and
Helpers Union (‘Teamsters’) Local #687, but at that time they did not have an approved, ratified contract with Waste Stream.
Negotiations between the represented employees and the Company are ongoing.
On May 11, 1999 a petition for representation was filed with the National Labor Relations Board by Teamsters Local #597 on Casella
Transportation, Inc. On June 25, 1999 the employees of Casella Transportation, Inc. rejected the measure to select union
representation.
On July 1, 1999 the Company acquired Resource Waste Systems, Inc. The drivers at Resource Waste Systems, Inc. are represented
by the National Industries Union Local #88 and the Teamsters Local #379.
Through a labor utilization agreement, the Company utilizes the services of Clinton County employees at the Clinton County landfill.
The Clinton County employees are represented by a labor union.
The Company is aware of no other organizational efforts among its employees. The Company believes that its relations with its
employees are good.
risk management, insurance and performance or surety bonds
The Company actively maintains environmental and other risk management programs which it believes are appropriate for its
business. The Company’s environmental risk management program includes evaluating existing facilities, as well as potential
acquisitions, for environmental law compliance and operating procedures. The Company also maintains a worker safety program which
encourages safe practices in the workplace. Operating practices at all Company operations are intended to reduce the possibility of
environmental contamination and litigation.
The Company carries a range of insurance intended to protect its assets and operations, including a commercial general liability policy
and a property damage policy. A partially or completely uninsured claim against the Company (including liabilities associated with
cleanup or remediation at its own facilities) if successful and of sufficient magnitude, could have a material adverse effect on the
Company’s business, financial condition and results of operations. Any future difficulty in obtaining insurance could also impair the
Company’s ability to secure future contracts, which may be conditioned upon the availability of adequate insurance coverage.
Effective July 1, 1999, the Company has established a Captive Insurance Company, ‘Casella Insurance Company’, through which it is
self-insured for Workman’s Compensation coverage. The Company’s maximum exposure under this plan is $250,000 per individual
event, $2.7 million total, after which reinsurance takes effect and limits the Company’s exposure. Municipal solid waste collection
contracts and landfill closure obligations may require performance or surety bonds, letters of credit or other means of financial
assurance to secure contractual performance. The Company has not experienced difficulty in obtaining performance or surety bonds
or letters of credit. If the Company were unable to obtain performance or surety bonds or letters of credit in sufficient amounts or at
acceptable rates, it may be precluded from entering into additional municipal solid waste collection contracts or obtaining or retaining
landfill operating permits.
REGULATION
introduction
The Company is subject to extensive and evolving Federal, state and local environmental laws and regulations which have become
increasingly stringent in recent years. The environmental regulations affecting the Company are administered by the EPA and other
Federal, state and local environmental, zoning, health and safety agencies. The Company believes that it is currently in substantial
compliance with applicable Federal, state and local environmental laws, permits, orders and regulations, and it does not currently
anticipate any material environmental costs to bring its operations into compliance (although there can be no assurance in this regard).
The Company anticipates there will continue to be increased regulation, legislation and regulatory enforcement actions related to the
solid waste services industry. As a result, the Company attempts to anticipate future regulatory requirements and to plan accordingly
to remain in compliance with the regulatory framework.
In order to transport solid waste, it is necessary for the Company to possess and comply with one or more permits from state or local
agencies. These permits also must be periodically renewed and may be modified or revoked by the issuing agency.
The principal Federal, state and local statutes and regulations applicable to the Company’s various operations are as follows:
the resource conservation and recovery act of 1976 ("RCRA")
RCRA regulates the generation, treatment, storage, handling, transportation and disposal of solid waste and requires states to
develop programs to ensure the safe disposal of solid waste. RCRA divides solid waste into two groups, hazardous and
nonhazardous. Wastes are generally classified as hazardous if they (i) either (a) are specifically included on a list of hazardous wastes,
or (b) exhibit certain characteristics defined as hazardous; and (ii) are not specifically designated as nonhazardous. Wastes classified
as hazardous under RCRA are subject to much stricter regulation than wastes classified as nonhazardous, and businesses that deal
with hazardous waste are subject to regulatory obligations in addition to those imposed on handlers of nonhazardous waste.
Among the wastes that are specifically designated as nonhazardous are household waste and "special" waste, including items such as
petroleum contaminated soils, asbestos, foundry sand, shredder fluff and most nonhazardous industrial waste products.
The EPA regulations issued under Subtitle C of RCRA impose a comprehensive "cradle to grave" system for tracking the generation,
transportation, treatment, storage and disposal of hazardous wastes. The Subtitle C Regulations impose obligations on generators,
transporters and disposers of hazardous wastes, and require permits that are costly to obtain and maintain for sites where such
material is treated, stored or disposed. Subtitle C requirements include detailed operating, inspection, training and emergency
preparedness and response standards, as well as requirements for manifesting, record keeping and reporting, corrective action,
facility closure, post-closure and financial responsibility. Most states have promulgated regulations modeled on some or all of the
Subtitle C provisions issued by the EPA. Some state regulations impose different, additional obligations.
The Company is currently not involved with transportation or disposal of hazardous substances (as defined in CERCLA) in
concentrations or volumes that would classify those materials as hazardous wastes. However, the Company has transported
hazardous substances in the past and very likely will remain involved with hazardous substance transportation and disposal in the
future to the extent that materials defined as hazardous substances under CERCLA are present in consumer goods and in the waste
streams of its customers.
In October 1991, the EPA adopted the Subtitle D Regulations governing solid waste landfills. The Subtitle D Regulations, which
generally became effective in October 1993, include location restrictions, facility design standards, operating criteria, closure and
post-closure requirements, financial assurance requirements, groundwater monitoring requirements, groundwater remediation
standards and corrective action requirements. In addition, the Subtitle D Regulations require that new landfill sites meet more
stringent liner design criteria (typically, composite soil and synthetic liners or two or more synthetic liners) intended to keep leachate
out of groundwater and have extensive collection systems to carry away leachate for treatment prior to disposal. Groundwater
monitoring wells must also be installed at virtually all landfills to monitor groundwater quality and, indirectly, the effectiveness of the
leachate collection system. The Subtitle D Regulations also require, where certain regulatory thresholds are exceeded, that facility
owners or operators control emissions of methane gas generated at landfills in a manner intended to protect human health and the
environment. Each state is required to revise its landfill regulations to meet these requirements or such requirements will be
automatically imposed by the EPA upon landfill owners and operators in that state. Each state is also required to adopt and implement
a permit program or other appropriate system to ensure that landfills within the state comply with the Subtitle D Regulations criteria.
Various states in which the Company operates or in which it may operate in the future have adopted regulations or programs as
stringent as, or more stringent than, the Subtitle D Regulations.
the federal water pollution control act of 1972
The Federal Water Pollution Control Act of 1972, as amended ("Clean Water Act"), regulates the discharge of pollutants from a
variety of sources, including solid waste disposal sites and transfer stations, into waters of the United States. If run-off from the
Company’s transfer stations or if run-off or collected leachate from the Company’s owned or operated landfills is discharged into
streams, rivers or other surface waters, the Clean Water Act would require the Company to apply for and obtain a discharge permit,
conduct sampling and monitoring and, under certain circumstances, reduce the quantity of pollutants in such discharge. Also, virtually
all landfills are required to comply with the EPA’s storm water regulations issued in November 1990, which are designed to prevent
contaminated landfill storm water runoff from flowing into surface waters. The Company believes that its facilities are in compliance in
all material respects with Clean Water Act requirements.
the comprehensive environmental response, compensation, and liability act of 1980
CERCLA established a regulatory and remedial program intended to provide for the investigation and cleanup of facilities where or
from which a release of any hazardous substance into the environment has occurred or is threatened. CERCLA’s primary mechanism
for remedying such problems is to impose strict joint and several liability for cleanup of facilities on current owners and operators of
the site, former owners and operators of the site at the time of the disposal of the hazardous substances, as well as the generators of
the hazardous substances and the transporters who arranged for disposal or transportation of the hazardous substances. In addition,
CERCLA also imposes liability for the cost of evaluating and remedying any damage done to natural resources. The costs of CERCLA
investigation and cleanup can be very substantial. Liability under CERCLA does not depend upon the existence or disposal of
"hazardous waste" as defined by RCRA, but can also be founded upon the existence of even very small amounts of the more than
700 "hazardous substances" listed by the EPA, many of which can be found in household waste. In addition, the definition of
"hazardous substances" in CERCLA incorporates substances designated as hazardous or toxic under the federal Clean Water Act,
Clear Air Act and Toxic Substances Control Act. If the Company were found to be a responsible party for a CERCLA cleanup, the
enforcing agency could hold the Company, or any other generator, transporter or the owner or operator of the contaminated facility,
responsible for all investigative and remedial costs even if others may also be liable. CERCLA also authorizes the imposition of a lien
in favor of the United States upon all real property subject to, or affected by, a remedial action for all costs for which a party is liable.
CERCLA provides a responsible party with the right to bring a contribution action against other responsible parties for their allocable
shares of investigative and remedial costs. The Company’s ability to get others to reimburse it for their allocable shares of such costs
would be limited by the Company’s ability to find other responsible parties and prove the extent of their responsibility and by the
financial resources of such other parties.
the clean air act
The Clean Air Act generally, through state implementation of Federal requirements, regulates emissions of air pollutants from certain
landfills based upon the date of the landfill construction and volume per year of emissions of regulated pollutants. The EPA has
promulgated new source performance standards regulating air emissions of certain regulated pollutants (methane and non-methane
organic compounds) from municipal solid waste landfills. Landfills located in areas that do not comply with certain requirements of the
Clean Air Act may be subject to even more extensive air pollution controls and emission limitations. In addition, the EPA has issued
standards regulating the disposal of asbestos-containing materials.
All of the Federal statutes described above contain provisions authorizing, under certain circumstances, the institution of lawsuits by
private citizens to enforce the provisions of the statutes. In addition to a penalty award to the United States, some of those statutes
authorize an award of attorney’s fees to parties successfully advancing such an action.
the occupational safety and health act of 1970 ("OSHA")
OSHA establishes employer responsibilities and authorizes the promulgation by the Occupational Safety and Health Administration of
occupational health and safety standards, including the obligation to maintain a workplace free of recognized hazards likely to cause
death or serious injury, to comply with adopted worker protection standards, to maintain certain records, to provide workers with
required disclosures and to implement certain health and safety training programs. Various of those promulgated standards may apply
to the Company’s operations, including those standards concerning notices of hazards, safety in excavation and demolition work, the
handling of asbestos and asbestos-containing materials, and worker training and emergency response programs.
state and local regulations
Each state in which the Company now operates or may operate in the future has laws and regulations governing the generation,
storage, treatment, handling, transportation and disposal of solid waste, water and air pollution and, in most cases, the siting, design,
operation, maintenance, closure and post-closure maintenance of landfills and transfer stations. In addition, many states have adopted
statutes comparable to, and in some cases more stringent than, CERCLA. These statutes impose requirements for investigation and
cleanup of contaminated sites and liability for costs and damages associated with such sites, and some provide for the imposition of
liens on property owned by responsible parties. Some of those liens may take priority over previously filed instruments. Furthermore,
many municipalities also have local ordinances, laws and regulations affecting Company operations. These include zoning and health
measures that limit solid waste management activities to specified sites or conduct, flow control provisions that direct the delivery of
solid wastes to specific facilities or to facilities in specific areas, laws that grant the right to establish franchises for collection services
and then put out for bid the right to provide collection services, and bans or other restrictions on the movement of solid wastes into a
municipality.
Certain permits and approvals may limit the types of waste that may be accepted at a landfill or the quantity of waste that may be
accepted at a landfill during a given time period. In addition, certain permits and approvals, as well as certain state and local
regulations, may limit a landfill to accepting waste that originates from specified geographic areas or seek to restrict the importation of
out-of-state waste or otherwise discriminate against out-of-state waste. Generally, restrictions on importing out-of-state waste have
not withstood judicial challenge. However, from time to time Federal legislation is proposed which would allow individual states to
prohibit the disposal of out-of-state waste or to limit the amount of out-of-state waste that could be imported for disposal and would
require states, under certain circumstances, to reduce the amounts of waste exported to other states. Although such legislation has
not been passed by Congress, if this or similar legislation is enacted, states in which the Company operates landfills could limit or
prohibit the importation of out-of-state waste. Such state actions could materially adversely affect the business, financial condition and
results of operations of landfills within those states that receive a significant portion of waste originating from out-of-state.
In addition, certain states and localities may for economic or other reasons restrict the export of waste from their jurisdiction or
require that a specified amount of waste be disposed of at facilities within their jurisdiction. In 1994, the U.S. Supreme Court held
unconstitutional, and therefore invalid, a local ordinance that sought to impose flow controls on taking waste out of the locality.
However, certain state and local jurisdictions continue to seek to enforce such restrictions and, in certain cases, the Company may
elect not to challenge such restrictions. In addition, the aforementioned proposed Federal legislation would allow states and localities
to impose certain flow control restrictions. These restrictions could reduce the volume of waste going to landfills in certain areas,
which may materially adversely affect the Company’s ability to operate its landfills and/or affect the prices that can be charged for
landfill disposal services. These restrictions may also result in higher disposal costs for the Company’s collection operations. If the
Company were unable to pass such higher costs through to its customers, the Company’s business, financial condition and results of
operations could be materially adversely affected.
There has been an increasing trend at the Federal, state and local levels to mandate or encourage both waste reduction at the source
and waste recycling, and to prohibit or restrict the disposal in landfills of certain types of solid wastes, such as yard wastes, leaves
and tires. The enactment of regulations reducing the volume and types of wastes available for transport to and disposal in landfills
could affect the Company’s ability to operate its landfill facilities.
executive officers and other key employees of the company
THE EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES OF THE COMPANY, THEIR
POSITIONS, AND THEIR AGES AS OF JULY 15, 1999 ARE AS FOLLOWS:
NAME
AGE
POSITION
EXECUTIVE OFFICERS
John W. Casella
Douglas R. Casella
James W. Bohlig
Jerry S. Cifor
OTHER KEY EMPLOYEES
Michael P. Barrett
Christopher M. DesRoches
Joseph S. Fusco
James M. Hiltner
Michael Holmes
Larry B. Lackey
Alan N. Sabino
Gary Simmons
48
43
53
38
45
41
35
35
44
38
39
49
President, Chief Executive Officer, Chairman of
the Board of Directors and Secretary
Vice Chairman of the Board of Directors
Senior Vice President and Chief Operating Officer, Director
Senior Vice President and Chief Financial Officer, Treasurer
Vice President, Transportation, Liquid Waste and Recycling
Vice President, Sales and Marketing
Vice President, Communications
Regional Vice President
Regional Vice President
Vice President, Permits, Compliance and Engineering
Regional Vice President
Vice President, Fleet Management
John W. Casella has served as President, Chief Executive Officer and Chairman of the Board of Directors of the Company since
1993, and has been Chairman of the Board of Directors of Casella Waste Management, Inc. since 1977. Mr. Casella has actively
supervised all aspects of Company operations since 1976, sets overall corporate policies, and serves as chief strategic planner of
corporate development. Mr. Casella is also an executive officer and director of Casella Construction, a company owned by Mr.
Casella and Douglas R. Casella. Mr. Casella has been a member of numerous industry-related and community service-related state
and local boards and commissions including the Board of Directors of the Associated Industries of Vermont, The Association of
Vermont Recyclers, Vermont State Chamber of Commerce and the Rutland Industrial Development Corporation. Mr. Casella has also
served on various state task forces, serving in an advisory capacity to the Governor of Vermont on solid waste issues. Mr. Casella
was an executive officer and director of Meridian Group, Inc. Mr. Casella holds an Associate of Science in Business Management
from Bryant & Stratton University and a Bachelor of Science in Business Education from Castleton State College. Mr. Casella is the
brother of Douglas R. Casella.
Douglas R. Casella founded Casella Waste Management, Inc. in 1975, and has been a director of that company since that time.
He has served as Vice Chairman of the Board of Directors of the Company since 1993 and has been President of Casella Waste
Management, Inc. since 1975. Since 1989, Mr. Casella has been President of Casella Construction, a company owned by Mr. Casella
and John W. Casella which specializes in general contracting, soil excavation and related heavy equipment work. Mr. Casella attended
the University of Wisconsin’s College of Engineering continuing education programs in sanitary landfill design, ground water
remediation, landfill gas and leachate management and geosynthetics. Mr. Casella is the brother of John W. Casella.
James W. Bohlig joined the Company as Senior Vice President and Chief Operating Officer in 1993 with primary responsibility for
business development, acquisitions and operations. Mr. Bohlig has served as a director of the Company since 1993. From 1989 until
he joined the Company, Mr. Bohlig was Executive Vice President and Chief Operating Officer of Russell Corporation, a general
contractor and developer based in Rutland, Vermont. In addition, Mr. Bohlig was the President and a director of Meridian Group, Inc.
Mr. Bohlig is a licensed professional engineer. Mr. Bohlig holds a Bachelor of Science in Engineering and Chemistry from the U.S.
Naval Academy, and is a graduate of the Columbia University Management Program in Business Administration.
Jerry S. Cifor joined the Company as Chief Financial Officer in January 1994. From 1992 to 1993, Mr. Cifor was Vice President
and Chief Financial Officer of Earthwatch Waste Systems, a waste management company based in Buffalo, New York. From 1986 to
1991, Mr. Cifor was employed by Waste Management of North America, Inc., a waste management company, in a number of financial
and operational management positions. Mr. Cifor is a certified public accountant and was with KPMG Peat Marwick from 1983 until
1986. Mr. Cifor is a graduate of Hillsdale College with a Bachelor of Arts in Accounting.
Michael P. Barrett has served as Vice President, Transportation and Recycling of the Company since January 1997. In 1998 Mr.
Barrett became Vice President of Liquid Waste Services. From June 1991 to January 1997, Mr. Barrett served as the Company’s
Division Manager for Transfer Stations, Recycling and Rutland Hauling.
Christopher M. DesRoches has served as Vice President, Sales and Marketing of the Company since November 1996. From
January 1989 to November 1996, he was a regional vice president of sales of Waste Management, Inc., a solid waste management
company. Mr. DesRoches is a graduate of Arizona State University.
Joseph S. Fusco has served as Vice President, Communications of the Company since January 1995. From January 1991 through
January 1995, Mr. Fusco was self-employed as a corporate and political communications consultant. Mr. Fusco is a graduate of the
State University of New York at Albany.
James M. Hiltner has served as Regional Vice President of the Company since March 1998. From 1990 to March 1998, Mr.
Hiltner was employed by Waste Management, Inc. as a region president (July 1996 through March 1998), where his responsibilities
included overseeing that company’s waste management operations in upstate New York and northwestern Pennsylvania, a division
president (from April 1992 through July 1996) and a general manager (from November 1990 through April 1992.)
Michael Holmes has served as a Regional Vice President of the Company since January 1997. From November 1995 to January
1997, Mr. Holmes was Vice President of Superior Disposal Services, Inc., which was acquired by the Company in January 1997.
From November 1993 to November 1995, he was Superintendent of Recycling and Solid Waste for the town of Weston,
Massachusetts Solid Waste Department where he managed all aspects of the town’s recycling and solid waste services. From June
1983 to October 1992, he served as the Division Manager of all divisions in the Binghamton, N.Y. area and the Boston,
Massachusetts area for Laidlaw Waste Services, Inc. Mr. Holmes is a graduate of Broome Community College.
Larry B. Lackey joined the Company in 1993 and has served as Vice President, Permits, Compliance and Engineering since 1995.
From 1984 to 1993, Mr. Lackey was an Associate Engineer for Dufresne-Henry, Inc., an engineering consulting firm. Mr. Lackey is a
graduate of Vermont Technical College.
Alan N. Sabino has served as Regional Vice President of the Company since July 1996. From 1995 to July 1996, Mr. Sabino
served as a Division President for Waste Management, Inc. From 1989 to 1994, he served as Region Operations Manager for
Chambers Development Company, Inc., a waste management company. Mr. Sabino is a graduate of Pennsylvania State University.
Gary Simmons joined the Company in May 1997 as Vice President, Fleet Management. From 1995 to May 1997, Mr. Simmons
served as National and Regional Fleet Service Manager for USA Waste Services, Inc., a waste management company. From 1977 to
1995, Mr. Simmons served in various fleet maintenance and management positions for Chambers Development Company, Inc.
ITEM 2. PROPERTIES
The principal fixed assets used by the Company in connection with its landfill operations are its landfills which are described in Item 1.
Other than the landfills, the principal fixed assets used by the Company in its solid waste collection and landfill operations included, at
July 15, 1999, approximately 1,402 collection vehicles, 195 pieces of heavy equipment and 261 support vehicles. At July 15, 1999,
transfer station operations included 51 transfer stations, 31 of which are owned and 20 of which are leased and/or operated under
agreements expiring between 1999 and 2021.
At July 15, 1999, the Company utilized 16 recycling facilities in its service areas, of which seven are owned and nine are leased
and/or operated under agreements expiring between 1999 and 2021.
The Company owns and operates a 46-acre tire processing facility located in Eliot, Maine, consisting of storage facilities, tire
shredding machines and a scale and receiving area. The Company’s facility in Rutland, Vermont, consisting of approximately 10,000
square feet utilized for the Company’s headquarters, and its solid waste collection, maintenance and septic hauling facility located in
Montpelier, Vermont, consisting of an aggregate of approximately 24,000 square feet, are leased from Casella Associates, a company
owned by John and Douglas Casella.
ITEM 3. LEGAL PROCEEDINGS
legal proceedings
On or about October 30, 1997, Mr. Matthew M. Freeman commenced a civil lawsuit against the Company and two of the Company’s
officers and directors in the Rutland Superior Court, Rutland County, State of Vermont. In the Complaint, Mr. Freeman seeks
compensation for services allegedly performed by him prior to 1995. Mr. Freeman is seeking a three-percent equity interest in the
Company or the monetary equivalent thereof, as well as punitive damages. The Company and the officers and directors have
answered the Complaint, denied Mr. Freeman’s allegations of wrongdoing, and asserted various defenses. In order to facilitate the
completion of the initial public offering of the Company’s Class A Common Stock in November, 1997, certain stockholders of the
Company agreed to indemnify the Company for any settlement by the Company or any award against the Company in excess of
$350,000 (but not legal fees paid by or on behalf of the Company or any other third party). The Company accrued a $215,000 reserve
for this claim during the year ended April 30, 1998.
On May 12, 1998, the Company filed suit in New York Supreme Court, Allegany County against the Town of Angelica, New York
seeking a temporary restraining order and preliminary injunctive relief against the Town’s enforcement of a recently-enacted local law
which would prohibit the expansion of the Hyland landfill, would require the landfill and the operator thereof to receive an additional
permit from the Town of Angelica to continue to operate, would prevent the disposal of yard waste, may preclude the disposal of
certain types of industrial waste and would impose certain other restrictions on the landfill. A temporary restraining order was granted
by the court on May 14, 1998 in favor of the Company, and by a decision dated July 13, 1998, the court granted the Company’s
motion for a preliminary injunction. On September 9, 1998, the Town of Angelica filed a Notice of Appeal but has not yet perfected
that appeal. If the Company is not successful in its lawsuit, and if the Town of Angelica seeks to enforce the law by its terms, then the
Company would be required to obtain an additional permit from the Town of Angelica to operate the Hyland landfill, the expansion of
the landfill beyond the current permitted capacity would be prohibited, and the Company would be unable to dispose of yard waste
and may be precluded from disposing of certain industrial wastes at the landfill. There can be no assurance that such limitations would
not have a material adverse effect on the Company’s business, financial condition and results of operations. The Company began
accepting waste at the Hyland facility on July 22, 1998, and is in active settlement negotiations with the town.
The Company’s wholly-owned subsidiary, North Country Environmental Services, Inc. ("NCES"), is a party to consolidated civil actions
(Case No.'s. 98-E-141 and 98-E-151) against the Town of Bethlehem, New Hampshire (the "Town"), before the Grafton Superior
Court in North Haverhill, New Hampshire. On October 16, 1998, NCES commenced an action for declaratory relief against the Town
seeking, on a variety of grounds, to invalidate a Town zoning ordinance which purports to prohibit the expansion of NCES’s landfill
beyond its currently permitted capacity. The Town has taken the position that NCES may not expand the landfill beyond Stage II,
Phase I, which has reached capacity. NCES sought a declaration that it requires no further approvals from the Town to expand the
landfill throughout its 87-acre parcel and that certain financial exactions imposed by a 1986 Town land-use approval are invalid. In the
alternative, NCES sought compensation under state law for the inverse condemnation of its property.
On October 23, 1998, the Town filed a petition for injunctive and declaratory relief against NCES. The Town’s petition sought to enjoin
NCES’s construction of Stage II, Phase II of the landfill and to prevent any further expansion as violative of the above-noted Town
zoning ordinance. The construction of Stage II, Phase II was proceeding at that time pursuant to a construction permit issued by the
New Hampshire Department of Environmental Services (NHDES) on September 15, 1998. On October 30, 1998, the court entered a
preliminary injunction requiring NCES to suspend construction of Stage II, Phase II. When the Town failed to post an injunction bond,
however, the court permitted NCES to complete and cover the liner system in Stage II, Phase II, before the onset of winter.
On November 30, 1998, NCES and the Town proceeded to trial on eight of NCES’s eleven claims for relief and on the Town’s claims
for permanent injunctive and declaratory relief. Earlier, the remaining three NCES claims were bifurcated for later trial, if needed. On
the day of trial, the Town filed two counterclaims seeking to establish the lawfulness of the financial exactions challenged by NCES’s
October 16, 1998 petition.
The Grafton Superior Court issued its order on NCES’s first eight claims and the Town’s request for a permanent injunction and
declaratory relief on February 1, 1999. The court declined to decide whether the Town’s zoning ordinance is valid; rather, the court
held that NCES had appropriated a 51-acre tract of land comprised of a 10-acre and a 41-acre parcel for landfilling purposes. Stage II,
Phase II is within the 51-acre tract. The court also found that NCES had obtained permission to operate its landfill facility on this 51-
acre tract prior to the enactment of the challenged zoning ordinance and held that the ordinance did not apply to NCES’s operation of
its landfill facility on this tract. Consequently, the court held that the Town lacked authority to enforce the zoning ordinance against
NCES with respect to the 51-acre tract and denied the Town’s petition in its entirety. The court did not decide the validity of the
zoning ordinance as it relates to 36 acres adjoining the 51-acre tract after finding that NCES had not demonstrated a present intent to
develop this property for landfilling. Consequently, NCES’s ability to use this 36 acres for landfilling remains unresolved.
On February 10, 1999, the Town moved the Grafton Superior Court to clarify and reconsider its order. On March 22, 1999, the court
denied reconsideration but offered some clarification which did not result in any substantive change in its earlier order. On April 20,
1999, the Town filed a notice of appeal with the New Hampshire Supreme Court seeking review of the superior court’s order. NCES
filed a notice of cross-appeal on April 29, 1999.
Concurrently, on March 24, 1999, a special interest group, Environmental Action for Northern New Hampshire, Inc. ("EANNH") sought
to intervene before the superior court. The reason EANNH gave for seeking intervention was to introduce evidence which it claimed
showed that there were size limitations on the landfill implicit in the land-use approvals obtained by NCES’s predecessors in 1976 and
1986. The superior court denied EANNH intervention on April 22, 1999, and on May 24, 1999, EANNH appealed the denial of
intervention to the New Hampshire Supreme Court.
The Town’s notice of appeal centers on its argument that there were implied limitations upon the size of the landfill that could be
operated by NCES and its predecessors under the land-use approvals granted by the Town in 1976 and 1986. NCES’s cross-appeal
seeks a determination that it has all local approvals necessary to landfill throughout the entire 87-acre parcel, that the Town’s
restrictive zoning ordinance is unlawful for several reasons, and that the Town’s attempted enforcement of the zoning ordinance was in
bad faith, entitling NCES to its attorney’s fees.
The New Hampshire Supreme Court has yet to accept any of the appeals. NCES has filed a motion for summary disposition of
EANNH’s appeal, but there has yet to be a ruling on that motion. NCES has also learned that a second special interest group,
AWARE, Inc., intends to seek AMICUS CURIAE status so it may submit briefs to the Supreme Court in support of the Town’s appeal.
The sole issue remaining before the superior court is the lawfulness of the financial exactions imposed in 1986 by the Town as a
condition of land-use approval. These exactions consist of a discounted tipping fee for Town solid waste and a per-ton payment to the
Town for all solid waste originating from outside the Town and deposited at the landfill. NCES stopped complying with the exactions in
October of 1998. NCES and the Town have filed cross-motions for summary judgment respecting the enforceability of the exactions
and are awaiting a ruling. Whatever the court’s decision, NCES expects an appeal.
In a separate but related matter, the Waste Management Division of NHDES ("WMD") issued operating approval to NCES for Stage
II, Phase II of the landfill on March 25, 1999. NCES has been landfilling in Stage II, Phase II since that time. On April 23, 1999,
EANNH appealed the operating approval to the Waste Management Council, an appellate administrative body with jurisdiction to
review certain decisions of the WMD. EANNH has contended on its appeal that the operating approval should be suspended because
the superior court’s order in NCES’s favor is on appeal and hence not final. EANNH has also argued that NCES misled the WMD into
issuing the operating approval by certifying that it had all local approvals necessary to operate Stage II, Phase II when the order
establishing this proposition was on appeal.
NCES has filed a motion to dismiss EANNH’s appeal to the Waste Management Council on the ground that the Council lacks
jurisdiction over the appeal and that EANNH lacks standing to assert it. The Office of the Attorney General of the State of New
Hampshire has joined in that motion. In the alternative, NCES has sought a stay of the Council proceedings pending the outcome of
the Supreme Court appeal. EANNH has agreed to a stay provided there is a suspension of the operating approval during the
pendency of the Supreme Court appeal. NCES has objected to any such suspension.
The Company offers no prediction of the outcome of any of the proceedings described above.
In addition to the foregoing, the Company may periodically become subject to various judicial and administrative proceedings involving
Federal, state or local agencies in the normal course of its business and as a result of the extensive governmental regulation of the
waste industry. In these proceedings, an agency may seek to impose fines on the Company or to revoke, or to deny renewal of, an
operating permit held by the Company. In addition, the Company may become party to various claims and suits pending for alleged
damages to persons and property, alleged violation of certain laws and for alleged liabilities arising out of matters occurring during the
normal operation of the waste management business. However, there is no current proceeding or litigation involving the Company that
it believes will have a material adverse effect upon the Company’s business, financial condition and results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the fiscal quarter ended April 30, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
The Company’s Class A Common Stock began trading on the Nasdaq National Market under the symbol "CWST" on October 29,
1997. Prior to such date, there was no established public trading market for the Company’s Class A Common Stock. The following
table sets forth the high and low sale prices of the Company’s Class A Common Stock for the periods indicated as quoted on the
Nasdaq National Market.
PERIOD
FISCAL 1998
HIGH
LOW
Second quarter (commencing October 29, 1997)
Third quarter
Fourth quarter
$ 22.75
$ 26.375
$ 34.00
FISCAL 1999
First quarter
Second quarter
Third quarter
Fourth quarter
FISCAL 2000
$ 30.75
$ 34.00
$ 39.00
$ 26.625
$ 20.25
$ 19.00
$ 23.75
$ 24.375
$ 24.00
$ 24.625
$ 17.25
First quarter (through July 15, 1999)
$ 26.50
$ 19.0625
On July 15, 1999, the high and low sale prices per share of the Company’s Class A Common Stock as quoted on the Nasdaq
National Market were $26.0625 and $25.50, respectively. As of July 15, 1999 there were approximately 221 holders of record of the
Company’s Class A Common Stock and two holders of record of the Company’s Class B Common Stock.
The closing price for the Class A Common Stock on July 15, 1999 was $26.00. For purposes of calculating the aggregate market
value of the shares of common stock of the Company held by nonaffiliates, as shown on the cover page of this report, it has been
assumed that all the outstanding shares were held by nonaffiliates except for the shares held by directors and executive officers of
the Company. However, this should not be deemed to constitute an admission that all such persons are, in fact, affiliates of the
Company, or that there are not other persons who may be deemed to be affiliates of the Company.
No dividends have ever been declared or paid on the Company’s capital stock and the Company does not anticipate paying any cash
dividends on the Common Stock in the foreseeable future. The Company’s credit facility restricts the payment of dividends.
sales of unregistered securities
No unregistered securities of the Company were sold by the Company during the fiscal year ended April 30, 1999 that were not
previously reported by the Company in its quarterly reports on Form 10-Q.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The following selected consolidated financial and operating data set forth below with respect to the Company’s consolidated
statements of operations and cash flows for the fiscal years ended April 30, 1997, 1998 and 1999, and the consolidated balance
sheets as of April 30, 1998 and 1999 are derived from the Company’s consolidated financial statements included elsewhere in this
Annual Report. The consolidated statements of operations and cash flows data for the fiscal years ended April 30, 1995 and 1996 and
the consolidated balance sheet data as of April 30, 1995, 1996 and 1997 are derived in part from the Company’s consolidated
financial statements not included in this annual report. The Selected Historical Information presented below, has been restated to
reflect mergers completed by the Company during the current fiscal year, in transactions accounted for as poolings of interests as
more fully discussed in note(1) below. The data set forth below should be read in conjunction with the "Management’s Discussion and
Analysis of Financial Condition and Results of Operations" and the Company’s Consolidated Financial Statements and Notes thereto
included elsewhere in this Annual Report.
casella waste systems, inc.
selected consolidated financial and operating data (In thousands, except per share data)
fiscal year ended april 30, restated (1)
STATEMENT OF OPERATIONS DATA:
1995
1996
1997
1998
1999
Revenues
Cost of operations
General and administrative
Merger-related costs
Depreciation and amortization
Loss on impairment of long-lived assets
$ 38,633
23,631
6,065
-
6,106
-
$ 58,247
35,244
10,374
-
9,180
-
$ 102,545
64,654
16,053
0
15,310
0
$ 140,191
86,670
20,495
290
19,819
1,571
$ 173,418
99,869
25,598
1,951
24,836
0
Operating income
2,831
3,449
6,528
11,346
21,164
Interest expense, net
Other expense (income), net
Income (loss) before provision
(benefit) for income taxes
and extraordinary items
Provision (benefit) for income
taxes 222
Extraordinary items, net
2,067
(116)
3,275
(103)
4,928
847
7,245
(334)
4,924
(369)
880
148
-
277
680
326
753
4,435
16,609
2,510
-
7,510
-
-
Net income (loss)
$ 658
$ (197)
$ 73
$ 1,925
$ 9,099
Accretion of preferred stock
and put warrants
Net income (loss) applicable
to common stockholders
Basic net income (loss) per common share
Basic weighted average common
(2,380)
(2,967)
(8,530)
(5,738)
(0)
$ (1,722)
$ (3,164)
$ (8,457)
$ (3,813)
$ 9,099
$ (0.45)
$ (0.75)
$ (1.63)
$ (0.42)
$ 0.62
shares outstanding (2)
3,822
4,201
5,185
9,184
14,782
Diluted net income (loss) per common share
Diluted weighted average common
$ (0.45)
$ (0.75)
$ (1.63)
$ (0.42)
$ 0.58
shares outstanding (2)
3,822
4,201
5,185
9,184
15,637
Other Operating Data:
Capital Expenditures
Other Data:
$ 4,590
$ 12,293
$ 20,050
$ 28,126
$ 47,723
Cash flows from operating activities
$ 6,650
$ 9,826
$ 17,283
$ 21,100
$ 38,069
Cash flows from investing activities
($ 9,347)
($ 29,547)
($ 55,720)
($ 59,973)
($ 88,463)
Cash flows from financing activities
$ 3,178
$ 19,135
$ 39,299
$ 39,300
$ 51,180
Adjusted EBITDA (3)
$ 8,937
$ 12,629
$ 21,838
$ 32,736
$ 46,000
Balance Sheet Data:
Cash and cash equivalents
Working capital (deficit)
Property and equipment, net
Total assets
Long-term obligations, less
current maturities
Redeemable preferred stock
Redeemable put warrants (4)
Total stockholders’ equity (deficit)
$ 1,433
(866)
27,215
45,607
22,914
0
3,142
129
$ 847
(1,907)
43,138
72,732
25,909
22,896
400
(235)
$ 2,704
(4,787)
74,906
$ 3,131
$ 3,917
3,845
89,582
7,755
124,377
270,209
152,298
202,414
81,502
31,426
400
3,325
81,438
80,013
0
0
0
0
83,743
150,396
(1) The Company has restated the selected historical financial information for all periods presented to reflect the mergers with Waste
Stream and Northern Sanitation, consummated during the year ended April 30, 1999, accounted for as poolings of interests. The
Company has restated the selected historical financial information for the fiscal years ended April 30, 1997, 1998 and 1999, to reflect
the mergers with NEI and Westfield Disposal, consummated during the year ended April 30, 1999, accounted for as poolings of
interests. See Note 3 of the Notes to Consolidated Financial Statements.
(2) Computed on the basis described in Note 2 of Notes to Consolidated Financial Statements.
(3) Adjusted EBITDA is defined as operating income plus depreciation and amortization and loss on impairment of long-lived assets.
Adjusted EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operating
activities, each as determined in accordance with GAAP. Moreover, Adjusted EBITDA does not necessarily indicate whether cash flow
will be sufficient for such items as working capital or capital expenditures, or to react to changes in the Company’s industry or to the
economy generally. The Company believes that adjusted EBITDA is a measure commonly used by lenders and certain investors to
evaluate a company’s performance in the solid waste industry. The Company also believes that adjusted EBITDA data may help to
understand the Company’s performance because such data may reflect the Company’s ability to generate cash flows, which is an
indicator of its ability to satisfy its debt service, capital expenditure and working capital requirements. Because adjusted EBITDA is not
calculated by all companies and analysts in the same fashion, the adjusted EBITDA measures presented by the Company may not be
comparable to similarly titled measures reported by other companies. Therefore, in evaluating adjusted EBITDA data, investors should
consider, among other factors: the non-GAAP nature of adjusted EBITDA data; actual cash flows; the actual availability of funds for
debt service; capital expenditures and working capital; and the comparability of the Company’s adjusted EBITDA data to similarly-titled
measures reported by other companies. For more information about the Company’s cash flows, see the Consolidated Statement of
Cash Flows in the Company’s Consolidated Financial Statements.
(4) Represents warrants to purchase 100,000 shares of Class A Common Stock exercisable at $6.00 per share. Pursuant to the
terms of these warrants, in September 1997, warrants to purchase 25,000 shares were exercised by the holder at $6.00 per share,
and warrants to purchase 75,000 shares were called by the Company at $7.00 per share.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the
Company’s Consolidated Financial Statements and Notes thereto, and other financial Information included elsewhere in this Annual
Report.
overview
The Company is a regional, integrated solid waste services company that provides collection, transfer, disposal and recycling services
in Vermont, New Hampshire, Maine, upstate New York, Massachusetts and northern Pennsylvania. The Company’s objective is to
continue to grow by expanding its services in markets where it can be one of the largest and most profitable fully-integrated solid
waste services companies.
The Company’s revenues have increased from $38.6 million for the fiscal year ended April 30, 1995, to $173.4 million for the fiscal
year ended April 30, 1999. From May 1, 1994 through April 30, 1999, the Company acquired 132 solid waste collection, transfer and
disposal operations. Between May 1 and July 15, 1999, the Company acquired an additional nine such businesses. All but six of
these acquisitions were accounted for under the purchase method of accounting for business combinations. Under the rules of
purchase accounting the acquired companies’ revenues and results of operations have been included together with those of Casella
Waste Systems, Inc. from the actual dates of the acquisitions and will materially affect the period-to-period comparisons of the
Company’s historical results of operations. In December 1997 the Company acquired a waste collection and transfer operation in a
transaction recorded as a pooling of interests. During the fiscal year ended April 30, 1999 the Company acquired five waste
collection, transfer and disposal operations in transactions accounted for as poolings of interest. Under the rules governing poolings
of interest, the prior period and year to date financial statements of the Company have been restated for all prior years to reflect the
financial position, results of operations and cash flows of the merged entities as if they had been one company for all periods
presented in the accompanying financial statements.
This Annual Report and other reports, proxy statements, and other communications to stockholders, as well as oral statements by the
Company’s officers or its agents, may contain forward-looking statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act, with respect to, among other things, the Company’s future revenues, operating
income, or earnings per share. Without limiting the foregoing, any statements contained in this Annual Report that are not statements
of historical fact may be deemed to be forward-looking statements, and the words "believes", "anticipates", "plans", "expects", and
similar expressions are intended to identify forward-looking statements. There are a number of factors of which the Company is aware
that may cause the Company’s actual results to vary materially from those forecast or projected in any such forward-looking
statement, certain of which are beyond the Company’s control. These factors include, without limitation, those outlined below in the
section entitled ‘Certain Factors That May Affect Future Results’. The Company’s failure to successfully address any of these factors
could have a material adverse effect on the Company’s results of operations.
general
The Company’s revenues are attributable primarily to fees charged to customers for solid waste collection, disposal, transfer and
recycling services. The Company derives a substantial portion of its collection revenues from commercial, industrial and municipal
services that are generally performed under service agreements or pursuant to contracts with municipalities. The majority of the
Company’s residential collection services are performed on a subscription basis with individual households. Landfill and transfer
customers are charged a tipping fee on a per ton basis for disposing of their solid waste at the Company’s disposal facilities and
transfer stations. The majority of the Company’s landfill and transfer customers are under one-year to ten-year disposal contracts, with
most having clauses for annual cost of living increases. Recycling revenues consist of revenues from the sale of recyclable
commodities and from the sale of tire derived fuel. Other revenues consist primarily of revenue from waste tire tipping fees, and
septic/liquid waste operations. The Company’s revenues are shown net of intercompany eliminations. The Company typically
establishes its intercompany transfer pricing based upon prevailing market rates.
The table below shows, for the periods indicated, the percentage of the Company’s revenues attributable to services provided. The
increase in the Company’s collection revenues as a percentage of revenues in fiscal 1998 and fiscal 1999 is primarily attributable to
the impact of the Company’s acquisition of collection businesses during these periods, as well as to internal growth through price and
business volume increases. The decrease in the Company’s landfill revenues and in the Company’s transfer revenues as a percentage
of revenues in fiscal 1998 and fiscal 1999 is mainly due to a proportionately greater increase in collection and other revenues
occurring as the result of acquisitions in those areas; also, as the Company acquires collection businesses from which it previously
had derived transfer or disposal revenues, the acquired revenues are recorded by the Company as collection revenues.
% of revenues year ended april 30, 1997
1998
1999
Collection
Landfill
Transfer
Recycling
Other
76.4% 77.7% 80.5%
10.3
12.0
4.9
5.1
5.5
5.5
1.6
1.0
8.4
4.6
5.9
0.6
Total Revenues
100.0% 100.0% 100.0%
Cost of operations includes labor, tipping fees paid to third party disposal facilities, fuel, maintenance and repair of vehicles and
equipment, worker’s compensation and vehicle insurance, the cost of purchasing materials to be recycled, third party transportation
expense, district and state taxes, host community fees and royalties. Landfill operating expenses also include a provision for closure
and post-closure expenditures anticipated to be incurred in the future, and leachate treatment and disposal costs.General and
administrative expenses include management, clerical and administrative compensation and overhead, professional services and costs
associated with the Company’s marketing and sales force and community relations expense.
Depreciation and amortization expense includes depreciation of fixed assets over the estimated useful lives of the assets using the
straight line method, amortization of landfill airspace assets under the units-of-production method, and the amortization of goodwill and
other intangible assets using the straight line method. The amount of landfill amortization expense related to airspace consumption can
vary materially from landfill to landfill depending upon the purchase price and landfill site and cell development costs. The Company
depreciates all fixed and intangible assets, excluding non-depreciable land, down to a $0 net book value, and does not apply a salvage
value to any of its fixed assets.
Certain direct landfill development costs, such as engineering, permitting, legal, construction and other costs directly associated with
expansion of existing landfills, are capitalized by the Company. Additionally, the Company also capitalizes certain third party
expenditures related to pending acquisitions, such as legal and engineering. The Company will have material financial obligations
relating to closure and post-closure costs of its existing landfills and any disposal facilities which it may own or operate in the future.
The Company has provided and will in the future provide accruals for future financial obligations relating to closure and post-closure
costs of its landfills (generally for a term of 30 years after final closure of a landfill) based on engineering estimates of consumption of
permitted landfill airspace over the useful life of any such landfill. There can be no assurance that the Company’s financial obligations
for closure or post-closure costs will not exceed the amount accrued and reserved or amounts otherwise receivable pursuant to trust
funds. The Company routinely evaluates all such capitalized costs, and expenses those costs related to projects not likely to be
successful. Internal and indirect landfill development and acquisition costs, such as executive and corporate overhead, public relations
and other corporate services, are expensed as incurred.
results of operations
The following table sets forth for the periods indicated the percentage relationship that certain items from the Company’s
Consolidated Financial Statements bear in relation to revenues.
% of revenue year ended april 30,
1997
Revenues
Cost of operations
General and administrative
Merger related costs
Depreciation and amortization
Loss on impairment of long-lived assets
Operating income
Interest expense, net
Other (income) expenses, net
Provision for income taxes
Net income (loss)
100.0%
63.0
15.7
0.0
14.9
0.0
6.4
4.8
0.8
0.7
0.1
1998
100.0%
61.8
14.6
0.2
14.2
1.1
8.1
5.1
(0.2)
1.8
1.4
1999
100.0%
57.6
14.8
1.1
14.3
0.0
12.2
2.9
(0.2)
4.3
5.2
Adjusted EBITDA*
21.3%
23.4%
26.5%
* See discussion and computation of adjusted EBITDA below.
fiscal year ended april 30, 1999 versus april 30, 1998
Revenues. Revenues increased $33.2 million, or 23.7%, to $173.4 million in fiscal 1999 from $140.2 million in fiscal 1998.
Approximately $23.6 million of the increase was attributable to the impact of businesses acquired throughout fiscal 1998 and fiscal
1999. In addition, approximately $9.6 million of the increase was attributable to internal volume and price growth (net of the negative
impact of lower average recycled commodity processing in fiscal 1999 compared to fiscal 1998).
Cost of Operations. Cost of operations increased approximately $13.2 million, or 15.2%, to $99.9 million in fiscal 1999 from
$86.7 million in fiscal 1998, an increase corresponding primarily to the Company’s revenue growth described above. Cost of
operations as a percentage of revenues decreased to 57.6% in fiscal 1999 from 61.8% in fiscal 1998. The decrease was primarily the
result of: (i) productivity improvements in the Company’s collection operations as a result of better route density from acquisitions,
routing efficiencies through route audits and front-end loader vehicle conversions completed throughout fiscal 1998 and 1999; (ii)
margin improvements because of price increases in fiscal 1998 and 1999 and (iii) higher landfill internalization due to the Hyland landfill
becoming operational in July, 1998.
General and Administrative. General and administrative expenses increased approximately $5.1 million, or 24.9%, to $25.6
million in fiscal 1999 from $20.5 million in fiscal 1998. General and administrative expenses as a percentage of revenues increased to
14.8% in fiscal 1999 from 14.6% in fiscal 1998 due primarily to an increase in management information systems spending and public
company expenditures for a full year in fiscal 1999 compared to a partial year in fiscal 1998.
Merger-Related Costs. Merger-related costs consists of legal, engineering, accounting and other costs associated with the
various poolings of interests consummated during fiscal 1998 and 1999. One such transaction occurred during fiscal 1998 and five
occurred fiscal 1999, resulting in an increase of $1.7 million or 573%. Merger-related costs as a percentage of revenue increased
from 0.2% in fiscal 1998 to 1.1% in fiscal 1999.
Depreciation and Amortization. Depreciation and amortization expense increased $5.0 million, or 25.3%, to $24.8 million in
fiscal 1999 from $19.8 million in fiscal 1998. As a percentage of revenues, depreciation and amortization expense increased to 14.3%
in fiscal 1999 from 14.2% in fiscal 1998. The increase in depreciation and amortization expense as a percentage of revenues was
primarily the result of: (i) higher rates of disposal internalization due to the opening of the Hyland landfill, (ii) higher landfill volumes in
fiscal 1999 compared to fiscal 1998, resulting in higher landfill amortization expense, and (iii) front end loader conversions resulting in
double container depreciation charges at certain locations.
Loss on Impairment of Long-Lived Assets. The Company recognized losses on impairment of long-lived assets in the fourth
quarter of fiscal 1998 in the amount of $1.6 million. The impairment charges were non-cash charges to write down the assets of the
Company’s waste tire processing facility in Eliot, Maine and the Grasslands composting facility in Malone, New York to their fair
market values as of April 30, 1998.
Interest expense, net. Net interest expense decreased approximately $2.3 million, or 32.0% to $4.9 million in fiscal 1999 from
$7.2 million in fiscal 1998. This decrease primarily reflects decreased average indebtedness in fiscal 1999, resulting from debt payoffs
following the public stock offerings in October 1997 and July 1998, from the increased use of the Company’s Class A common stock
in effecting acquisitions, and from improved collections efforts. Days sales in accounts receivable was 45.3 at April 30, 1999
compared to 50.3 at April 30, 1998. The Company capitalized a total of $0.5 million in interest expense in fiscal 1999, compared to a
total of $0.1 million in fiscal 1998.
Other (income) expense, net. Net other (income) expense was not material to the Company’s results of operations in fiscal
1998 and 1999.
Provision for income taxes. Provision for income taxes increased approximately $5.0 million, or 199.2%, to $7.5 million in fiscal
1999 from $2.5 million in fiscal 1998. This increase reflects the Company’s increase in profitability in fiscal 1999 compared to fiscal
1998. Among the factors causing income tax expense as a percentage of pre-tax net income to vary materially from year to year are:
(i) the recording of a fixed asset impairment charge in fiscal 1998 which was non-deductible for income tax purposes, and (ii) poolings
of interest resulting in prior period restatements of entities not liable for federal income tax due to subchapter S status.
fiscal year ended april 30, 1998 versus april 30, 1997
Revenues. Revenues increased $37.6 million, or 36.7%, to $140.2 million in fiscal 1998 from $102.5 million in fiscal 1997.
Approximately $33.4 million of the increase was attributable to the impact of businesses acquired throughout fiscal 1997 and fiscal
1998. In addition, approximately $3.8 million of the increase was attributable to internal volume and price growth. The balance of the
increase of approximately $400,000 was due to higher average recyclable commodity prices in fiscal 1998 compared to fiscal 1997.
Cost of operations. Cost of operations increased $22.0 million, or 34.1%, to $86.7 million in fiscal 1998 from $64.7 million in
fiscal 1997, an increase corresponding primarily to the Company’s revenue growth described above. Cost of operations as a
percentage of revenues decreased to 61.8% in fiscal 1998 from 63.0% in fiscal 1997. The decrease was primarily the result of: (i)
productivity improvements in the Company’s collection operations as a result of better route density from acquisitions, routing
efficiencies through route audits and front-end loader vehicle conversions completed throughout fiscal 1998, and (ii) margin
improvements because of price increases in fiscal 1998.
General and administrative. General and administrative expenses increased approximately $4.4 million, or 27.7%, to $20.5
million in fiscal 1998 from $16.1 million in fiscal 1997. General and administrative expenses as a percentage of revenues decreased to
14.6% in fiscal 1998 from 15.7% in fiscal 1997 due to improved economies of scale related to the significant increase in revenues,
and operating enhancements made to certain acquired operations.
Depreciation and amortization. Depreciation and amortization expense increased approximately $4.5 million, or 29.5%, to $19.8
million in fiscal 1998 compared to $15.3 million in fiscal 1997. As a percentage of revenues, depreciation and amortization expense
decreased to 14.2% during fiscal 1998 from 14.9% in fiscal 1997. The decrease in depreciation and amortization expense as a
percentage of revenues was primarily the result of an increase in the Company’s collection operations as a percentage of total
revenues in fiscal 1998, which generally have lower depreciation and amortization expenses than other operations.
Interest expense, net. Net interest expense increased approximately $2.3 million, or 47.0%, to $7.2 million in fiscal 1998 from
$4.9 million in fiscal 1997. This increase primarily reflects increased indebtedness incurred in connection with acquisitions and capital
expenditures.
Other (income) expense. Other (income) expense has not historically been material to the Company’s results of operations.
However, during fiscal 1997, the Company established a reserve of $650,000 related to a lawsuit that was settled for $450,000 in the
first quarter of fiscal 1998. The Company also paid $200,000 in attorneys’ fees in connection with such settlement. Additionally, the
Company wrote off $283,000 for recycling facility assets that were deemed to have no value in the year ended April 30, 1997.
Provision for income taxes. Provision for income taxes increased approximately $1.8 million, or 269.1%, to $2.5 million in fiscal
1998 from $680,000 in fiscal 1997. Among the factors causing income tax expense as a percentage of pre-tax net income to vary
materially from year to year are: (i) the recording of a fixed asset impairment charge in fiscal 1998 which was non-deductible for
income tax purposes and (ii) poolings of interest resulting in prior period restatements of entities not liable for federal income due to
subchapter S status.
liquidity and capital resources
The Company’s business is capital intensive. The Company’s capital requirements include acquisitions, fixed asset purchases and
capital expenditures for landfill development, cell construction, and site and cell closure. The Company had positive net working capital
of $7.8 million at April 30, 1999 compared to $3.8 million positive net working capital at April 30, 1998.
The Company has a $150 million revolving line of credit with a group of banks for which BankBoston, N.A. is acting as agent. This line
of credit is secured by all assets of the Company, including the Company’s interest in the equity securities of its subsidiaries. Subject
to the following paragraph, this revolving line of credit matures in January, 2003. Funds available to the Company under the line of
credit were $78 million at April 30, 1999.
As a result of its announced merger with KTI, the Company is required to obtain a new line of credit within 30 days after the closing of
the merger or August 31, 1999, whichever is earlier. The Company is currently seeking a new five-year revolving line of credit of $350
million to $400 million. The syndication of this credit facility was not complete as of July 15, 1999.
In July 1998 the Company completed a follow-on public offering of 2,060,587 shares of its Class A Common Stock at $27.25 per
share. In addition, as part of this same offering, 1,470,580 shares of the Company’s Class A Common Stock were sold by certain
selling shareholders at $27.25 per share. The Company’s proceeds of the offering, net of underwriters’ discounts and issuance costs
were $52,231,490. The proceeds were used for debt reduction, acquisitions and other general corporate purposes.
As part of the July 1998 public stock offering the Company registered an additional 2,000,000 shares of its class A common stock as
a ‘shelf’ registration. The intended use of these additional registered but unissued shares is as an additional source of capital for the
Company’s acquisition policy. As of April 30, 1999, 990,042 shares of the Company’s class A common stock had been issued
pursuant to this registration statement.
The Company believes that its cash provided internally from operations together with the Company’s available credit facilities and
anticipated new credit facility should enable it to meet its needs for working capital for the next twelve months. In addition, the
Company also plans to file a new shelf registration statement following the KTI merger for use in connection with its acquisition
program.
Net cash provided by operations for the fiscal years ended April 30, 1999 and April 30, 1998 was $38.1 million and $21.1 million,
respectively. The increase was primarily due to the increase in the Company’s net income for the 1999 fiscal year, together with an
increase in depreciation and amortization and an increase in the Company’s accrued closure and post closure costs. The increase in
the closure/post closure accrual is due to the completion in the 1998 fiscal year of work required to close an unlined cell at the
Clinton County landfill and at stage one of the Company’s NCES landfill.
Net cash provided by operations in fiscal 1998 increased to $21.1 million from $17.3 million in fiscal 1997 primarily due to increases in
net income, depreciation and amortization, asset impairment charges and deferred income tax provisions, offset by decreases in
accrued closure/post closure costs and in the Company’s working capital.
For fiscal 1999 and fiscal 1998, cash used in investing activities was $88.5 million and $60.0 million, respectively. The increase in
investing activities reflects the Company’s capital expenditure and capital needs for acquisitions which have increased significantly,
reflecting the Company’s rapid growth by acquisition and development of revenue producing assets. The Company’s cash needs to
fund investing activities are expected to increase further as the Company continues to complete acquisitions.
For fiscal 1999 and fiscal 1998, the Company’s financing activities provided cash of $51.2 million and $39.3 million, respectively. Net
cash provided by financing activities was $39.3 million in the fiscal year ended April 30, 1997. The net cash provided by financing
activities in the fiscal years ended April 30, 1999 and 1998 primarily reflects the net proceeds of the public stock offerings and
borrowings on the Company’s credit facility, offset by repayments. Net cash provided by financing activities in fiscal 1997 reflects
primarily bank borrowings and seller subordinated notes, less principal payments on debt.
seasonality
The Company’s revenues have historically been lower during the months of November through March. This seasonality reflects the
lower volume of waste during the late fall, winter and early spring months primarily because: (i) the volume of waste relating to
construction and demolition activities decreases substantially during the winter months in the northeastern United States; and (ii)
decreased tourism in Vermont, Maine and eastern New York during the winter months tends to lower the volume of waste generated
by commercial and restaurant customers, which is partially offset by the winter ski industry. Since certain of the Company’s operating
and fixed costs remain constant throughout the fiscal year, operating income results are therefore impacted by a similar seasonality. In
addition, particularly harsh weather conditions could result in increased operating costs to certain of the Company’s operations.
The Company’s quarterly revenues and operating results have varied significantly in the past and are likely to vary substantially from
quarter to quarter in the future. The Company establishes its expenditure levels based on its expectations as to future revenues, and,
if revenue levels are below expectations, expenses can be disproportionately high. Due to a variety of factors including general
economic conditions, governmental regulatory action, acquisitions, capital expenditures and other costs related to the expansion of
operations and services and pricing changes, it is possible that in some future quarter, the Company’s operating results will be below
the expectations of public market analysts and investors. In such events, the Company’s Class A Common Stock price would likely be
materially and adversely affected.
inflation and prevailing economic conditions
To date, inflation has not had a significant impact on the Company’s operations. Consistent with industry practice, most of the
Company’s contracts provide for a pass through of certain costs, including increases in landfill tipping fees and, in some cases, fuel
costs. The Company therefore believes it should be able to implement price increases sufficient to offset most cost increases
resulting from inflation. However, competitive factors may require the Company to absorb at least a portion of these cost increases,
particularly during periods of high inflation.
The Company’s business is located in the northeastern United States. Therefore, the Company’s business, financial condition and
results of operations are susceptible to downturns in the general economy in this geographic region and other factors affecting the
region such as state regulations and severe weather conditions. The Company is unable to forecast or determine the timing and/or
the future impact of a sustained economic slowdown.
year 2000 issues
The approach of the year 2000 has raised concerns about the ability of information technology systems and non-information
technology systems, primarily computer software programs, to properly recognize and process date-sensitive information with respect
to the Year 2000.
The Company has undertaken a Year 2000 project, comprised of four phases, to address these concerns. Phase one, which has been
completed, consisted of awareness, Year 2000 planning, preparing a written plan, management approval and support. Phase two
involved the evaluation of all systems and equipment, including hardware, software, security and voice mail, with respect to Year 2000
compliance. The completion date for phase two was June 30, 1999. Phase three involves addressing any deficiencies identified in
Phase two, and the anticipated completion date is July 31, 1999. Phase four involves the validation and testing of all systems and
equipment, and the anticipated completion date is August 31, 1999. The Company has performed, and continues to perform routine
updates of all software and hardware systems to facilitate Year 2000 compliance.
The Company has completed numerous acquisitions in recent months, and the information systems of a limited number of these
acquired operations have not yet been fully integrated with the Company’s information systems. This integration of the completed
acquisitions is expected to occur by July 31, 1999. The Company continues to make acquisitions as an integral component of its
growth strategy. There is no assurance that the information systems of all acquired operations, particularly those acquisitions
completed in the latter portion of calendar 1999, will be Year 2000 compliant by December 31, 1999.
The Company uses well-regarded nationally known software vendors for both its general accounting applications and industry-specific
customer information and billing systems, and all internal productivity software. The Company has been informed by the respective
vendors that all application software is fully Year 2000 compliant.
The Company’s banking arrangement is with an international banking institution which has informed the Company that it is taking all
necessary steps to insure its customers uninterrupted service throughout applicable Year 2000 time frames. The Company’s payroll is
out-sourced by the largest provider of third-party payroll services in the country, which has made a commitment of uninterrupted
service to their customers throughout applicable Year 2000 time frames.
The Company is currently in the process of replacing all older personal computers and servers. There are two servers and 25
additional personal computers that will be replaced, 16 of which will be for the weight-measurement systems. The two servers will be
replaced within the first quarter of fiscal 2000 (ending July 31, 1999). The Company has identified a vendor for the weight-
measurement systems and is in the final stage of evaluating its software offering. The Company anticipates implementing the product
within three months of acceptance of it, which the Company expects will be in the first quarter of fiscal 2000.
The Company currently plans a final testing of all systems in the second quarter of fiscal 2000 (ending October 31, 1999) and expects
to be fully Year 2000 compliant by the end of that fiscal quarter.
The Company has expended approximately $1.2 million dollars over the last eighteen months to address hardware and software-
related Year 2000 compliance issues, principally through the implementation of a new frame network system. A portion of this
investment is attributable to integrating information systems of companies that the Company has acquired. Once the Company has
finished negotiations with the weight-measurement vendor, the Company will be able to determine the remaining budget requirements
for the Year 2000 compliance project. The Company will use funds from current operations or the Company’s line of credit to meet
Year 2000 remediation expenses.
No single customer represents more than one percent of the Company’s revenues, and we do not expect any material adverse effect
on the Company’s revenues in the event an individual customer experiences Year 2000 problems.
In addition, the Company does not believe the Year 2000 noncompliance of the Company’s suppliers of goods and services, other
than as specifically discussed above, would have a material adverse effect on the Company’s revenues and results of operations.
Accordingly, the Company has not sought assurances of Year 2000 compliance from these other vendors.
The Company expects to begin its evaluation of its most reasonably likely worst case scenarios with respect to the Year 2000 in the
second quarter of fiscal 2000. Based upon the results of that evaluation, the Company will determine an appropriate contingency plan,
which the Company believes would be implemented in the second and third quarters of fiscal 2000.
adjusted ebitda
Adjusted EBITDA represents operating income (earnings before interest and taxes, or "EBIT") plus depreciation and amortization
expense and loss on impairment of long-lived assets. Adjusted EBITDA is not a measure of financial performance under generally
accepted accounting principles, but is provided because the Company understands that certain investors use this information when
analyzing the financial position and performance of the Company.
(in thousands)
fiscal year ended april 30, restated
Operating income
Depreciation and amortization
Loss on impairment of long-lived
assets (1)
Adjusted EBITDA
1997
$ 6,528
15,310
0
$21,838
EBITDA as a percentage of revenues
21.3%
1998
$11,346
19,819
1,571
$32,736
23.4%
1999
$21,164
24,836
0
$46,000
26.5%
(1) See Note 2 of Notes to Consolidated Financial Statements. Analysis of the factors contributing to the change in EBITDA is
included in the discussions above.
certain factors that may affect future results
The following important factors, among others, could cause actual results to differ materially from those indicated by forward-looking
statements made in this Annual Report and presented elsewhere by management from time to time.
The Company is party to an Agreement and Plan of Merger with KTI, Inc. There can be no assurance that the merger will take place
on the anticipated timetable, if at all, or if it does, that management will be able to integrate KTI’s operations effectively into the
Company and that the merger will result in the synergies and other benefits anticipated by the two companies.
In connection with the merger with KTI, the Company will be required to obtain a new credit facility within 30 days following the earlier
of the closing of the merger or August 31, 1999. Although the Company is in the process of negotiating a new credit facility, there
can be no assurance that it will obtain such a credit facility in the amount, or on the timetable, sought by the Company. In the event
that it is unable to obtain a sufficient credit facility, the Company would be required to repay its current credit facility. The Company
does not have sufficient funds to repay the outstanding balance of the existing credit facility in the event a new credit facility is not
obtained on a timely basis. If the Company cannot obtain a new credit facility on favorable terms within the required time period its
acquisition program, results of operations and financial condition would be materially and adversely affected.
The Company’s objective is to continue to grow by expanding its services in markets where it can be one of the largest and most
profitable fully-integrated solid waste services companies. Such growth, if it were to occur, could place a significant strain on the
Company’s management and operational, financial and other resources.
The Company has incurred net losses in the past. There can be no assurance that the Company will be profitable in the future.
The Company’s strategy envisions that a substantial part of the Company’s future growth will come from making acquisitions
consistent with its strategy. There can be no assurance that the Company will be able to identify suitable acquisition candidates and,
once identified, to negotiate successfully their acquisition at a price or on terms and conditions favorable to the Company, or to
integrate the operations of such acquired businesses with the Company. Certain of these acquisitions may be of significant size and
may include assets that are outside the Company’s geographic territories or are ancillary to the Company’s core business strategy.
The Company is highly dependent upon the services of the members of its senior management team, the loss of any of whom may
have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, the Company’s
future success depends on its continuing ability to identify, hire, train, motivate and retain highly trained personnel.
The Company anticipates that any future business acquisitions will be financed through cash from operations, borrowings under its
bank line of credit, the issuance of shares of the Company’s class A common stock and/or seller financing. There can be no
assurance that the Company will have sufficient existing capital resources or will be able to raise sufficient additional capital resources
on terms satisfactory to the Company, if at all, in order to meet its capital requirements.
The Company’s operating program depends on its ability to operate and expand the landfills it owns and leases and to develop new
landfill sites. Several of the Company’s landfills are subject to local laws purporting to regulate their expansion and other aspects of
their operations. There can be no assurance that the laws adopted by municipalities in which the Company’s landfills are located will
not have a material adverse effect on the Company’s utilization of its landfills or that the Company will be successful in obtaining new
landfill sites or expanding the permitted capacity of any of its current landfills once its remaining disposal capacity has been
consumed.
The Company’s results of operations could be adversely affected by changing prices or market conditions for recycled materials. The
purchase and resale prices of and market demand for recycled materials has been and could continue to be volatile. These changes in
the past have contributed and may in the future continue to contribute to variability in the Company’s period-to-period results of
operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSER ABOUT MARKET RISK
The Company is subject to interest rate fluctuation risk with regards to its variable rate revolving credit facility. To modify the risk from
these possible interest-rate fluctuations, the Company enters into hedging transactions that have been authorized pursuant to the
Company’s policies and procedures. The Company does not use financial instruments for trading purposes and is not a party to any
leveraged derivatives.
On January 21, 1998 the Company entered into a three-year interest rate swap agreement (the Swap Agreement) with a bank. The
purpose was to effectively convert a portion of the Company’s interest rate exposure on advances under its revolving credit facility
from a floating rate to a fixed rate until the expiration of the Swap Agreement. The Swap Agreement effectively fixes the Company’s
interest rate on the notional amount of $45,000,000 at 5.8% per annum. The Company is exposed to interest rate risk on the balance
of its revolving line of credit balance which exceeds the swap amount of $45,000,000. Based on the amount due on the Company’s
line of credit at April 30, 1999, a 1% increase in effective interest rates would reduce the Company’s net income before income taxes
by $273,650. In addition, in the event of nonperformance by the counterparty, the Company would be exposed to interest rate risk on
the entire balance in the event the variable interest rate paid was to exceed the fixed rate paid under the terms of the swap
agreement. The remainder of the Company’s debt is at fixed rates and not subject to interest rate risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
report of independent public accountants
To the Stockholders and Board of Directors of Casella Waste Systems, Inc.:
We have audited the accompanying consolidated balance sheets of Casella Waste Systems, Inc. (a Delaware corporation) and
subsidiaries as of April 30, 1998 and 1999, and the related consolidated statements of operations, redeemable preferred stock,
redeemable put warrants and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended April 30,
1999. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Casella Waste
Systems, Inc. and subsidiaries as of April 30, 1998 and 1999, and the results of their operations and their cash flows for each of the
three years in the period ended April 30, 1999, in conformity with generally accepted accounting principles.
Arthur Andersen LLP
/s/ Arthur Andersen LLP
Boston, Massachusetts
June 18, 1999
casella waste systems, inc. and subsidiaries
consolidated balance sheets (in thousands)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents
Restricted Cash - Closure Fund Escrow
Accounts Receivable-trade, less allowance
for doubtful accounts of $1,283 and $1,430.
Refundable Income Taxes
Prepaid Income Taxes
Prepaid Expenses
Other Current Assets
APRIL 30,
1998
(Restated)
APRIL 30,
1999
$3,131
304
19,602
921
866
1,219
931
$3,917
524
21,809
2,010
1,016
1,397
1,106
TOTAL CURRENT ASSETS
26,974
31,779
PROPERTY AND EQUIPMENT, AT COST:
Land and Land Held for Investment
Landfills
Landfill Development
Buildings and Improvements
Machinery and Equipment
Rolling Stock
Containers
LESS - ACCUMULATED DEPRECIATION AND
AMORTIZATION
Property and Equipment, net
OTHER ASSETS:
Intangible Assets, net
Restricted Funds - Closure Fund Escrow
Other Assets
8,106
34,276
3,319
15,019
12,813
46,271
16,079
6,291
50,736
7,559
23,247
22,517
55,229
24,945
135,883
190,524
46,301
89,582
80,041
3,865
1,952
85,858
66,147
124,377
103,494
4,834
5,725
114,053
$202,414
$270,209
The accompanying notes are an integral part of these consolidated financial statements.
casella waste systems, inc. and subsidiaries
consolidated balance sheets (in thousands except share data)
LIABILITIES AND STOCKHOLDERS EQUITY
APRIL 30,
1998
(Restated)
APRIL 30,
1999
CURRENT LIABILITIES:
Current Maturities of Long-Term Debt
Current Maturities of Capital Lease Obligations
Accounts Payable
Accrued Payroll and Related Expenses
Accrued Closure and Postclosure Costs, Current
Portion
Deferred Revenue
Other Accrued Expenses
Total Current Liabilities
Long-Term Debt, Less Current Maturities
Capital Lease Obligations, Less Current Maturities
Deferred Income Taxes
Accrued Closure and Postclosure Costs, less
Current Portion
Other Long-Term Liabilities
$4,249
481
12,334
625
374
2,087
2,979
23,129
80,353
1,085
3,913
6,731
3,460
$3,351
402
13,915
733
330
2,580
2,713
24,024
78,559
1,454
5,710
9,672
394
COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS’ EQUITY:
Preferred Stock -
Authorized - 1,000,000 Shares
Issued and Outstanding - No shares as of April 30, 1998
and 1999, respectively.
Class A Common Stock -
Authorized - 100,000,000 Shares, $.01 par value
Issued and Outstanding - 11,795,000 and
14,506,000 shares, as of April 30, 1998 and 1999,
respectively.
Class B Common Stock -
Authorized - 1,000,000 Shares, $.01 par value;
10 Votes per Share.
Issued and Outstanding - 988,000 shares, as of April 30,
1998 and 1999, respectively.
Additional Paid-In Capital
Accumulated Deficit
Total Stockholders’ Equity
--
--
118
145
10
96,385
(12,770)
83,743
10
154,720
(4,479)
150,396
$202,414
$270,209
The accompanying notes are an integral part of these consolidated financial statements.
casella waste systems, inc. and subsidiaries
consolidated statements of operations (in thousands, except per share data)
fiscal year ended april 30,
1997
(Restated)
1998
(Restated)
1999
REVENUES
$ 102,545
$ 140,191
$ 173,418
OPERATING EXPENSES:
Cost of Operations
General and Administrative
Merger-Related Costs
Depreciation and Amortization
Loss on Impairment of Long-Lived Assets
64,654
16,053
0
15,310
0
86,670
20,495
290
19,819
1,571
99,869
25,598
1,951
24,836
0
96,017
128,845
152,254
Operating Income
6,528
11,346
21,164
OTHER (INCOME) EXPENSES:
Interest Income
Interest Expense
Other Expense (Income), net
(284)
5,212
847
(262)
7,507
(334)
(73)
4,997
(369)
5,775
6,911
4,555
Income Before Provision for Income Taxes
Provision for Income Taxes
Net Income
Accretion of Preferred Stock and Put Warrants
753
680
73
(8,530)
4,435
2,510
1,925
(5,738)
16,609
7,510
9,099
(0)
Net Income (Loss) Applicable to Common
Stockholders
($ 8,457)
($ 3,813)
$ 9,099
Basic net income (loss) per Common Share
($ 1.63)
($ 0.42)
$ 0.62
Basic weighted average Common Shares
outstanding
5,185
9,184
14,782
Diluted net income (loss) per Common Share
($ 1.63)
($ 0.42)
$ 0.58
Diluted weighted average Common Shares
outstanding
5,185
9,184
15,637
The accompanying notes are an integral part of these consolidated financial statements.
casella waste systems, inc. and subsidiaries
consolidated statement of redeemable preferred stock, redeemable put
warrants and stockholders equity (deficit) (in thousands)
REDEEMABLE PREFERRED STOCK
Series A Series B Series C Series D
Number
of Shares
Redemption
Value
Number
of Shares
Redemption
Value
Number
of Shares
Redemption
Value
Number
of Shares
Redemption
Value
517
$2,376
1,295
$5,956
424
$2,017
1,922 $12,547
517
$2,376
1,295
$5,956
424
$2,017
1,922 $12,547
Balance, April 30, 1996
Adjustments in Connection
with Poolings of Interests
Adjusted Balance,
April 30, 1996
Issuance of Class A
Common Stock in various acquisitions
Accretion of preferred stock
Equity Transactions/
Adjustments to Poolings
Net Income
Balance, April 30, 1997
Issuance of Class A Common
Stock-Net of Issuance Costs
Issuance of Class A Common
1,262
3,162
204
3,902
517
3,638
1,295
9,118
424
2,221
1,922
16,449
Stock in Various
Acquisitions, Net of Retirements
Issuance of Class A Common Stock
in Connection with Exercise of
Warrants/Options
Exercise and Call of
Put Warrants
Accretion of Preferred
Stock and Issuance Costs
Conversion of Convertible
707
1,770
749
2,287
Preferred Stock
(517)
(4,345)
(1,295)
(10,888)
(1,922)
(18,736)
Redemption of Mandatorily
Redeemable Preferred Stock
Conversion of class B
common into class A
Equity Transactions/
Adjustments to Poolings
Net Income
(424)
(2,970)
Balance, April 30, 1998
0
$0
0
$0
0
$0
0
$0
Issuance of Class A Common
Stock-Net of Issuance Costs
Exercise of Warrants/Options
Tax Benefit of Stock
Options Exercised
Equity Transactions/
Adjustments to Poolings
Net Income
Balance, April 30, 1999
0
$0
0
$0
0
$0
0
$0
The accompanying notes are an integral part of these consolidated financial statements
casella waste systems, inc. and subsidiaries
consolidated statement of redeemable preferred stock, redeemable put
warrants and stockholders equity (deficit) (in thousands)
STOCKHOLDERS’ EQUITY (DEFICIT)
Class A Common Stock
Class B Common Stock
Additional
Retained
Earnings
Total Stock-
Redeemable
Paid - in-
(Accumulated
holders Equity
Put Warrants
# of Shares
Par Value
# of Shares
Par Value
Capital
Deficit)
(Deficit)
$400
2,398
$24
1,000
$10
$1,087 $(1,996)
$(875)
1,272
13
484
2,458
2,955
400
3,670
37
1,000
10
1,571
462
2,080
756
304
8
3
9,367
9,375
(8,530)
(8,530)
522
(198)
73
327
73
400
4,730
48
1,000
10
11,460
(8,193)
3,325
30
1
2
3,000
103
192
25
48,428
1,599
48,458
1,600
716
250
(225)
718
25
(5,513)
(5,513)
3,733
37
33,932
33,969
12
(12)
0
(764)
1,925
(764)
1,925
Balance, April 30, 1996
Adjustments in Connection
with Poolings of Interests
Adjusted Balance,
April 30, 1996
Issuance of Class A
Common Stock in various
acquisitions
Accretion of preferred
stock
Equity Transactions/
Adjustments to Poolings
Net Income
Balance, April 30, 1997
Issuance of Common A
Stock-Net of
Issuance Costs
Issuance of Common A
Stock-in Various
Acquisitions, Net of
Retirements
Issuance of Class A Common
Stock in Connection with
Exercise of Warrants/Options
Exercise and Call of
Redeemable Put Warrants
Accretion of Preferred
Stock and Issuance Costs
Conversion of Convertible
Preferred Stock
(400)
Redemption of Mandatorily
Redeemable Preferred Stock
Conversion of class B
common into class A
Equity Transactions/
Adjustments to Poolings
Net Income
Balance, April 30, 1998
$0
11,795
$118
988
$10 $96,385 ($12,770) $83,743
Issuance of Common A
Stock-Publicly Traded-Net
of Issuance Costs
Issuance of class A
common stock in connection
with exercise of warrants/
options
Tax Benefit of Stock
Options Exercised
Equity Transactions/
Adjustments to Poolings
Net Income
2,061
20
52,211
52,231
582
68
6
1
3,805
2,220
99
3,811
2,220
(708)
9,099
(808)
9,099
Balance, April 30, 1999
$0
14,506
$145
988
$10 $154,720 $(4,479) $150,396
The accompanying notes are an integral part of these consolidated financial statements.
casella waste systems, inc. and subsidiaries
consolidated statements of cash flow (in thousands)
fiscal year ended april 30,
1997
Restated
1998
Restated
1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$ 73
$ 1,925
$ 9,099
ADJUSTMENTS TO RECONCILE NET INCOME
net cash provided by operating activities -
Depreciation and amortization
Loss on impairment of long-lived assets
(Gain) loss on sale of assets
Provision for deferred income taxes
Non-cash employee compensation
Changes in assets and liabilities, net of
effects of acquisitions -
Accounts receivable
Refundable income taxes
Accounts payable
Accrued closure and postclosure costs
Other current assets and liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired
Additions to property and equipment
Proceeds from sale of equipment
Restricted funds - closure fund escrow
Other
15,310
0
313
139
0
(4,106)
(189)
6,121
336
(714)
17,283
(35,225)
(20,050)
166
(625)
14
19,819
1,571
(335)
2,237
60
(1,083)
(474)
759
(1,763)
(1,616)
24,836
0
3
1,647
0
(1,630)
(1,089)
1,204
2,094
1,905
21,100
38,069
(35,793)
(28,126)
1,182
698
2,066
(33,336)
(47,723)
587
(1,189)
(6,802)
Net cash used in investing activities
(55,720)
(59,973)
(88,463)
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred debt acquisition costs
Proceeds from issuance of common stock
Proceeds from exercise of stock warrants/options
Equity Transactions of pooled Entities
Call of redeemable put warrants
Redemption of Series C Preferred Stock
Proceeds from long-term borrowings
Principal payments on long-term debt
Net cash provided by financing activities
(400)
525
0
(245)
0
0
48,017
(8,598)
39,299
The accompanying notes are an integral part of these consolidated financial statements.
0
48,455
869
(701)
(525)
(2,970)
160,797
(166,625)
0
52,231
3,811
147
0
0
65,800
(70,809)
39,300
51,180
casella waste systems, inc. and subsidiaries
consolidated statements of cash flow
(in thousands)
fiscal year ended april 30,
CONTINUED -
1997
Restated
1998
Restated
Net increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
862
1,842
427
2,704
1999
786
3,131
Cash and cash equivalents, end of year
$ 2,704
$ 3,131
$ 3,917
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for -
Interest
$ 4,890
$ 7,857
$ 5,633
Income taxes
$ 826
$ 672
$ 6,952
Supplemental Disclosures of Non Cash Investing
And Financing Activities:
Summary of entities acquired -
Fair market value of assets acquired
Common stock issued
Cash paid, Net
$ 67,106
(9,374)
(35,225)
$ 42,554
(1,603)
(35,793)
$ 36,210
0
(33,336)
Liabilities assumed and notes payable to
sellers
$ 22,507
$ 5,158
$ 2,874
The accompanying notes are an integral part of these consolidated financial statements.
casella waste systems, inc. and subsidiaries
notes to consolidated financial statements
1. ORGANIZATION
Casella Waste Systems, Inc. (the Company or Casella), a Delaware corporation, is a regional, integrated, non-hazardous solid waste
services company that provides collection, transfer, disposal and recycling services in Vermont, New Hampshire, Maine, upstate New
York, northern Pennsylvania and Massachusetts.
As of June 18, 1999, the Company owned and/or operated five subtitle D landfills, two landfills permitted to accept construction and
demolition materials, 50 transfer stations, 15 recycling processing facilities, and 39 solid and liquid waste collection divisions, which
collectively serve over 500,000 commercial, industrial and residential customers.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a summary of the company’s significant accounting policies follows:
(a) principles of consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.
(b) use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and the disclosure of
contingent assets and liabilities. Actual results could differ from those estimates.
(c) revenue recognition
The Company recognizes revenues as the services are provided. Certain customers are billed in advance and, accordingly, recognition
of the related revenues is deferred until the services are provided.
(d) fair value of financial instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, investments in closure trust
funds, trade payables and debt instruments. The book values of cash and cash equivalents, trade receivables, investments in closure
trust funds and trade payables approximate their respective fair values. The Company’s debt instruments that are outstanding as of
April 30, 1999 have carrying values that approximate their respective fair values. See Note 4 for the terms and carrying values of the
Company’s various debt instruments.
(e) cash and cash equivalents
The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents.
(f) closure fund escrow
Restricted funds held in trust consist of amounts on deposit with various banks that support the Company’s financial assurance
obligations for its facilities’ closure and postclosure costs.
(g) property and equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation
using the straight-line method by charges to operations in amounts that allocate the cost of the assets over their estimated useful
lives as follows:
ASSET CLASSIFICATION
Buildings and improvements
Machinery and equipment
Rolling stock
Containers
ESTIMATED
USEFUL LIFE
10-35 years
2-15 years
1-12 years
2-12 years
The cost of maintenance and repairs is charged to operations as incurred. Depreciation expense for the years ended April 30, 1997,
1998 and 1999 was $8,544,000, $10,491,000 and $13,599,000 respectively.
Capitalized landfill costs include expenditures for land and related airspace, permitting costs and preparation costs. Landfill permitting
and preparation costs represent only direct costs related to these activities, including legal, engineering and construction. Interest is
capitalized on landfill permitting and construction projects and other projects under development while the assets are undergoing
activities to ready them for their intended use. The interest capitalization rate is based on the Company’s weighted average cost of
indebtedness. Interest capitalized for the years ended April 30, 1997, 1998 and 1999 was $182,000, $136,000 and $530,000
respectively. Management routinely reviews its investment in operating landfills, transfer stations and other significant facilities to
determine whether the costs of these investments are realizable.
Landfill permitting, acquisition and preparation costs, excluding the estimated residual value of land, are amortized as permitted
airspace of the landfill is consumed. Landfill preparation costs include the costs of construction associated with excavation, liners, site
berms and the installation of leak detection and leachate collection systems. In determining the amortization rate for these landfills,
preparation costs include the total estimated costs to complete construction of the landfills’ permitted and probable to be permitted
capacity. Units-of-production amortization rates are determined annually for each of the Company’s operating landfills. The rates are
based on estimates provided by the Company’s engineers and accounting personnel and consider the information provided by surveys
which are performed at least annually.
(h) accrued closure and postclosure costs
Accrued closure and postclosure costs include the current and noncurrent portion of accruals associated with obligations for closure
and postclosure of the Company’s operating and closed landfills. The Company, based on input from its engineers and accounting
personnel, estimates its future cost requirements for closure and postclosure monitoring and maintenance for solid waste landfills
based on its interpretation of the technical standards of the U.S. Environmental Protection Agency’s Subtitle D regulations and the air
emissions standards under the Clean Air Act as they are being applied on a state-by-state basis. Closure and postclosure monitoring
and maintenance costs represent the costs related to cash expenditures yet to be incurred when a landfill facility ceases to accept
waste and closes.
Accruals for closure and postclosure monitoring and maintenance requirements in the U.S. consider final capping of the site, site
inspection, groundwater monitoring, leachate management, methane gas control and recovery, and operation and maintenance costs
to be incurred during the period after the facility closes. Certain of these environmental costs, principally capping and methane gas
control costs, are also incurred during the operating life of the site in accordance with the landfill operation requirements of Subtitle D
and the air emissions standards. Reviews of the future cost requirements for closure and postclosure monitoring and maintenance for
the Company’s operating landfills by the Company’s engineers and accounting personnel are performed at least annually and are the
basis upon which the Company’s estimates of these future costs and the related accrual rates are revised. The Company provides
accruals for these estimated costs as the remaining permitted airspace of such facilities is consumed.
The states in which the Company operates require a certain portion of these accrued closure and postclosure obligations to be
funded at any point in time. Accordingly, the Company has placed $4,169,000 and $5,357,000 at April 30, 1998 and 1999,
respectively, in restricted investment accounts to fund these future obligations.
In addition, the Company has been required to post a surety bond or bank letter of credit to secure its obligations to close its landfills
in accordance with environmental regulations. At April 30, 1999, the Company had provided one letter of credit totaling $1,307,000,
expiring on April 15, 2000, to secure the Company’s landfill closure obligations.
(i) intangible assets
Intangible assets at April 30, 1998 and 1999 consist of the following (in thousands):
april 30,
Goodwill
Covenants not to compete
Customer lists
Deferred debt acquisition costs and other
Less--accumulated amortization
1998
$74,662
8,941
420
1,879
85,902
5,861
$80,041
1999
$100,037
12,456
562
1,704
114,759
11,265
$103,494
Goodwill is the cost in excess of fair value of identifiable assets of acquired businesses and is amortized using the straight-line
method over periods not exceeding 40 years. Covenants not to compete and customer lists are amortized using the straight-line
method over their estimated useful lives, typically no more than 10 years.
Deferred debt acquisition costs are capitalized and amortized over the life of the related debt using the effective interest method.
(j) impairment of long-lived assets
In accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed
Of," the Company evaluates the recoverability of its carrying value of the Company’s long-lived assets and certain intangible assets
when events and circumstances have occurred that indicate potential impairment of such assets. The assessment is based on
estimated undiscounted cash flows to be generated from each asset as compared to its carrying value. To the extent impairment is
identified, the Company reduces the carrying value of such impaired assets to their fair market value.
The Casella T.I.R.E.S. plant in Eliot, Maine was established by purchasing the waste tire processing assets of the Seaward companies
in June, 1996. The ongoing profitability of this location is dependent on a continuing secondary market for the product of its tire
shredding operations, primarily as tire derived fuel (TDF). Due to pressures on the Company’s TDF customers to meet requirements
of the Clean Air Act, management projects that over the next few years these customers will replace TDF with natural gas as a fuel,
and that the future undiscounted cash flows will be less than the current carrying value of the assets associated with this site.
The primary assets associated with this site include real estate, tire processing and other equipment, and goodwill. The Company
recognized a $971,000 non-cash pre-tax charge related to the impairment of these assets during fiscal 1998. The impairment charge
was computed as the difference between the April 30, 1998 carrying value of the affected assets, and their fair market value as of
that date. The fair market value of the affected assets is computed in accordance with SFAS No. 121 as the discounted projected
future net cash inflows.
In addition, during fiscal 1998, Waste Stream recognized a $600,000 non-cash pretax charge related to the impairment of certain
assets located at its Grasslands facility. The impairment charge was computed as the difference between the April 30, 1998 carrying
value of the affected assets, and the fair value at that time. Generally, fair value represents the Company’s discounted projected
future cash inflows from the use of the asset or group of assets.
(k) income taxes
The Company records income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". Under SFAS No. 109,
deferred income taxes are recognized based on the expected future tax consequences of differences between the financial statement
basis and the tax basis of assets and liabilities, calculated using currently enacted tax rates.
(l) earnings per share
During 1997, the Company adopted the provisions of SFAS No. 128 "Earnings Per Share" and retroactively restated all prior periods
in accordance with SFAS No. 128. In accordance with SFAS No. 128, basic earnings per share is computed by dividing net income
(loss) by the weighted average number of shares of Common Stock outstanding during the year. The computation of diluted earnings
per share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise
of dilutive options using the treasury stock method and other dilutive securities unless the effect is antidilutive. The following is a
reconciliation of shares outstanding used to compute basic and diluted earnings (loss) per share (in thousands):
year ended april 30,
Number of shares outstanding, end of period:
Class A Common Stock
Class B Common Stock
Effect of weighting the average shares
outstanding during the period
Basic shares outstanding
Potentially dilutive shares
Diluted shares outstanding
1997
4,729
1,000
(544)
5,185
-
5,185
1998
11,795
988
(3,599)
9,184
-
9,184
1999
14,506
988
(712)
14,782
855
15,637
Potentially dilutive shares are excluded from diluted shares outstanding for the years ended April 30, 1997 and 1998 because they are
anti-dilutive due to the losses of the Company. The number of potentially dilutive shares excluded from the earnings per share
calculation was 4,480,000 and 3,045,000 for the years ended April 30, 1997 and 1998, respectively.
(m) recent accounting pronouncements
In 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income". Statement 130
establishes standards for reporting and presentation of comprehensive income and its components. Comprehensive income is defined
as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-
owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions
to owners. The Company adopted Statement 130 effective May 1, 1998 and there was no effect on the Company’s financial
statements upon adoption.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities". SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair
value. SFAS No. 133 requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge
accounting criteria are met. SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. A company may also implement
SFAS No. 133 as of the beginning of any fiscal quarter after issuance (that is, fiscal quarters beginning June 16, 1998 and thereafter).
The Company does not believe this statement will have a material impact on the consolidated balance sheet or statement of
operations.
3. BUSINESS COMBINATIONS
(a) transactions recorded as poolings of interests
During 1999, the Company completed several mergers in business combinations recorded as pooling of interests. Accordingly, the
accompanying financial statements have been restated to include these businesses for all periods presented. The Company issued
the following shares of Class A Common Stock in connection with the mergers:
MERGER
DATE
SHARES ISSUED
Waste Stream
Northern Sanitation
NEI
Westfield
October 29, 1998
December 23, 1998
April 30, 1999
April 30, 1999
701,461
220,964
105,052(1)
244,082
(1) Shares issued are exclusive of up to 59,450 shares issuable following an indemnification period, as defined.
Revenues and net income have been restated for these acquisitions accounted for as poolings of interests, as presented in the
following table (in thousands):
Year ended April 30, 1997
Revenues
Net income (loss)
Year ended April 30, 1998
Revenues
Net income (loss)
Year ended April 30, 1999
Revenues
Net income (loss)
CASELLA
BEFORE
POOLINGS
1999
POOLINGS
CASELLA,
AS
RESTATED
$ 79,532
(419)
$ 23,013
492
$ 102,545
73
118,067
2,657
156,133
10,199
22,124
(732)
17,285
(1,100)
140,191
1,925
173,418
9,099
All of the pooled entities had fiscal year ends of December 31 and, subsequent to the poolings, changed their year ends to conform
with that of the Company. For the calendar quarter ended March 31, 1997, $480,524 in revenues and $47,034 in net income were
excluded from results of operations in order to conform the accounting period of the pooled companies with that of the Company. For
the month ended January 31, 1998 $717,767 in revenues and $66,485 in net income were excluded from results of operations. For
the month ended January 31, 1999 $209,399 in revenues and $124,027 in net loss were excluded from results of operations.
Retained earnings was increased by $47,034 and $66,485 in the fiscal years ended April 30, 1997 and 1998 respectively and
decreased by $124,027 during the year ended April 30, 1999 in order to effect these changes. Cash flows resulting from the periods
excluded from results of operation discussed above are immaterial and have been included in the Statement of Cash Flows.
On September 4, 1998 the Company completed its merger with Hakes C & D Disposal, Inc. (Hakes) in a business combination
recorded as a pooling of interests. The Company issued 67,617 shares of its class A common stock for all of the outstanding stock
of Hakes. This transaction has been accounted for as an immaterial pooling. Accordingly, retained earnings has been adjusted to
reflect the accumulated deficit of Hakes on the acquisition date, and prior periods have not been restated.
(b) Transactions Recorded as Purchases
During fiscal 1997, the Company completed 25 acquisitions, including the 25-year capital lease of a landfill. During fiscal 1998, the
Company acquired 33 solid waste hauling operations, exclusive of the All Cycle merger accounted for as a pooling of interests. During
fiscal 1999, the Company acquired 50 solid waste hauling operations, exclusive of the pooling transactions discussed above. These
transactions were accounted for as purchases. Accordingly, the operating results of these businesses are included in the
Consolidated Statements of Operations from the dates of acquisition, and the purchase prices have been allocated to the net assets
acquired based on fair values at the dates of acquisition with the residual amounts allocated to goodwill.
The purchase prices allocated to the net assets acquired were as follows (in thousands):
fiscal year ended april 30,
Accounts receivable and prepaid expenses
Investments--restricted
Landfills
Property and equipment
Covenants not to compete and customer lists
Goodwill
Deferred taxes
Debt and notes payable
Other liabilities assumed
1997
$ 4,127
450
8,013
17,378
2,445
34,694
(73)
(6,709)
(15,726)
1998
$ 2,923
0
0
9,105
2,498
28,028
(75)
(2,650)
(2,433)
1999
$ 613
0
0
10,768
2,681
22,148
0
(2,607)
(267)
Total consideration
$ 44,599
$ 37,396
$ 33,336
The following unaudited pro forma combined information (in thousands except for per share information) shows the results of the
Company’s operations for the years ended April 30, 1998 and 1999 as if all of the companies acquired in 1998 and 1999 accounted
for using the purchase method were acquired as of May 1, 1997.
year ended
Revenues
Operating Income
Net Income (Loss)
Diluted income (loss) per common share
Weighted average diluted shares outstanding
4/30/98
$179,152
13,053
(3,813)
($0.42)
9,184
4/30/99
$184,146
21,918
8,996
$.58
15,637
The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of
operations had the acquisitions taken place as of May 1, 1997 or the results of future operations of the Company. 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. LONG-TERM DEBT
Long-term debt as of April 30, 1998 and 1999 consists of the following (in thousands):
april 30,
1998
1999
Advances on revolving credit facility, which provides for advances of up to $150,000,000, due January 12, 2003. Interest
on outstanding advances accrues at the election of the Company at either the bank’s base rate (7.75% at April 30,
1999), or LIBOR plus a percentage (6.03% at April 30, 1999), based on a pricing grid, payable monthly in arrears. The
interest rate is subject to adjustment under the Swap Agreement described below. The debt is collateralized by all assets
of the Company, whether now owned or hereafter acquired.
$64,150
$72,365
Notes payable in connection with businesses acquired, bearing interest at rates of 6% to 10% (weighted-average interest
at 6.3% and 5.7%, respectively), due in monthly installments ranging from $882 to $17,500, expiring May 1999 through
November 2004
5,548
3,361
Payments due to Clinton County, discounted at 4.75%, due in quarterly installments of $375,046 through March 2003
Notes payable, secured by assets purchased
Less--current portion
6,645
8,259
84,602
4,249
5,438
746
81,910
3,351
$80,353
$78,559
On January 21, 1998 the Company entered into a three-year interest rate swap agreement (the Swap Agreement) with a bank. The
purpose was to effectively convert a portion of the Company’s interest rate exposure on advances under its revolving credit facility
from a floating rate to a fixed rate until the expiration of the Swap Agreement. The Swap Agreement effectively fixes the Company’s
interest rate on the notional amount of $45,000,000 to 5.8% per annum. Net monthly payments or monthly receipts under the Swap
Agreement are recorded as adjustments to interest expense. The Company paid $163,000 and $174,000 under this agreement during
the years ended April 30, 1998 and 1999, respectively. The fair market value of the the Company’s interest rate swap, based on the
estimated termination value at April 30, 1998 and 1999 was $1.1 million and $0.7 million, respectively. In the event of nonperformance
by the counterparty, the Company would be exposed to interest rate risk on the entire amount outstanding.
The revolving credit facility contains certain covenants that, among other things, restrict dividends or stock repurchases, limit capital
expenditures and annual operating lease payments, and set minimum fixed charges, interest coverage and leverage ratios and
minimum consolidated adjusted net worth requirements. As of April 30, 1999, the Company was in compliance with all covenants.
As of April 30, 1999, debt matures as follows (Amounts in thousands):
year ending april 30,
2000
2001
2002
2003
2004
Thereafter
$3,351
2,328
1,767
74,148
264
52
$81,910
5. COMMITMENTS AND CONTINGENCIES
(a) leases
The following is a schedule of future minimum lease payments (in thousands), together with the present value of the net minimum
lease payments under capital leases, as of April 30, 1999.
year ended april 30,
2000
2001
2002
2003
2004
Thereafter
OPERATING
Leases
CAPITAL
Leases
$658
527
419
261
488
1,179
$479
478
460
460
165
- 0 -
Total minimum lease payments
3,532
2,042
Less--amount representing interest
Current maturities of capital lease obligations
Present value of long-term capital lease obligations
(186)
1,856
402
$1,454
The Company leases real estate, compactors and hauling vehicles under leases that qualify for treatment as capital leases. The assets
related to these leases have been capitalized and are included in property and equipment at April 30, 1998 and 1999.
The Company leases operating facilities and equipment under operating leases with monthly payments ranging from $5 to $11,000.
Total rent expense under operating leases charged to operations was $1,298,000, $1,500,000 and $1,873,000 for each of the three
years ended April 30, 1997, 1998 and 1999 respectively.
(b) legal proceedings
In the normal course of its business and as a result of the extensive governmental regulation of the waste industry, the Company may
periodically become subject to various judicial and administrative proceedings involving Federal, state or local agencies. In these
proceedings, an agency may seek to impose fines on the Company or to revoke, or to deny renewal of, an operating permit held by
the Company. In addition, the Company may become party to various claims and suits pending for alleged damages to persons and
property, alleged violation of certain laws and for alleged liabilities arising out of matters occurring during the normal operation of the
waste management business. However, there is no current proceeding or litigation involving the Company that it believes will have a
material adverse effect upon the Company’s business, financial condition and results of operations.
(c) environmental liability
The Company is subject to liability for any environmental damage, including personal injury and property damage, that its solid waste
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 existing before the Company acquired the facilities. The Company may also be
subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if
the Company or its predecessors arrange to transport, treat or dispose of those materials. Any substantial liability incurred by the
Company arising from environmental damage could have a material adverse effect on the Company’s business, financial condition and
results of operations. The Company is not presently aware of any situations that may have a material adverse impact.
(d) sawyer landfill royalty payments
In connection with an acquisition, the Company agreed to pay to the seller a royalty for certain additional permitted landfill capacity.
The royalty due is equal to $2.50 per ton for the first 400,280 tons of such additional capacity and $3.50 per ton thereafter. The
payments are generally due as the landfill is utilized except that at the time of the successful permitting, the first 51 million of royalties
becomes immediately due and payable. This amount may be taken in cash or stock or an equivalent per share price of $6.55. This
option is at the election of the seller and is only available for the first royalty payment.
As of April 30, 1999, all permits required for expansion of the site have been obtained from the appropriate State of Maine
authorities. The required permits and licenses have not been obtained from the Town of Hampden, Maine. Therefore, the initial Royalty
Payment is not due as of April 30, 1999.
6. STOCKHOLDERS’ EQUITY
(a) public offerings
In November 1997, the Company completed an initial public offering of 3,000,000 shares of its Class A Common Stock (the "IPO")
for proceeds of 42,428,000, net of underwriters discount and offering expenses. In accordance with the terms of the Company’s
agreements: (i) the Series A and Series B Redeemable Preferred Stock with warrants exercisable for Class A Common Stock (Series
A and Series B, respectively) were automatically redeemed and the redemption price was applied to the exercise price of the
warrants; (ii) the Series D Convertible Preferred Stock (Series D) was converted automatically into shares of Class A Common
Stock; and (iii) the Series C Mandatorily Redeemable Preferred Stock (Series C) was redeemed at its stated redemption price of
$7.00 per share.
Up to the date of the IPO, the Company had been accreting the difference between the carrying value and the redemption value using
the effective interest method through the earliest redemption date for the Series A, B, C and D Preferred Stock.
In July 1998 the Company completed a public offering of 2,060,587 shares of its Class A Common Stock at $27.25 per share. In
addition, as part of this same offering, 1,470,580 shares of the Company’s Class A Common Stock were sold by certain selling
shareholders at $27.25 per share. The Company’s proceeds of the offering, net of underwriter’s discount and issuance costs were
$52,232,000.
(b) preferred stock
The Company is authorized, with stockholder approval, to issue up to 1,000,000 shares of preferred stock in one or more series. As
of April 30, 1999 and 1998, respectively, no shares of Preferred Stock are outstanding.
(c) common stock
The holders of the Class A Common Stock are entitled to one vote for each share held. The holders of the Class B Common Stock
are entitled to ten votes for each share held, except for the election of one director, who is elected by the holders of the Class A
Common Stock exclusively. The Class B Common Stock is convertible into Class A Common Stock on a share-for-share basis at the
option of the shareholder.
(d) stock warrants
At April 30, 1999, the Company had issued and outstanding warrants to purchase 100,300 shares of the Company’s Class A
Common Stock at exercise prices between $0.01 and $7.25 per share, based on the fair market value of the underlying common
stock at the time of the warrants’ issuance. The warrants become exercisable upon vesting and notification and expire between July
1998 and October 2003.
(e) put warrants
In connection with an acquisition in April 1995, the Company issued 100,000 warrants to purchase one share each of Class A
Common Stock exercisable at $6.00 per share. These warrants were putable to the Company at $4.00 per share or callable by the
Company at $7.00 per share beginning in April 1997 and were initially recorded at their put price. These warrants were stated at their
put price per share in the accompanying balance sheet as of April 30, 1998. During fiscal 1998 (but prior to the IPO), warrants to
acquire 25,000 shares of Class A Common Stock for cash proceeds of $150,000 were exercised. During the same period the
Company called the remaining 75,000 warrants in exchange for total cash consideration of $525,000. The difference between the put
price and the call price was accreted through a charge to accumulated deficit at the time of the call.
(f) stock option plans
During 1993, the Company adopted an incentive stock option plan for officers and other key employees. The 1993 Incentive Stock
Option Plan (the "1993 Option Plan") provided for the issuance of a maximum of 300,000 shares of Class A Common Stock. As of
April 30, 1999, options to purchase 169,500 shares of Class A Common Stock at an average exercise price of $1.18 were
outstanding under the 1993 Option Plan. No further options may be granted under this plan.
During 1994, the Company adopted a nonstatutory stock option plan for officers and other key employees. The 1994 Stock Option
Plan (the "1994 Option Plan") provided for the issuance of a maximum of 150,000 shares of Class A Common Stock. Options to
purchase 15,000 shares of Class A Common Stock at an average exercise price of $0.60 were outstanding under the 1994 Option
Plan as of April 30, 1999. No further options may be granted under this plan.
In connection with the May 1994 Senior Note and Warrant Purchase Agreement (the "Purchase Agreement"), the Company
established a nonqualified stock option pool for certain key employees. The purchase agreement established 338,000 stock options
to purchase Class A Common Stock. Options to purchase 302,656 shares of Class A Common Stock at an average exercise price of
$2.00 were outstanding under the Purchase Agreement as of April 30, 1999. No further options may be granted under this
Agreement.
During 1996, the Company adopted a stock option plan for employees, officers and directors of, and consultants and advisors to, the
Company. The 1996 Stock Option Plan (the "1996 Option Plan") provided for the issuance of a maximum of 918,135 shares of Class
A Common Stock pursuant to the grant of either incentive stock options or nonstatutory options. As of April 30, 1999, a total of
392,443 options to purchase Class A Common Stock were outstanding at an average exercise price of $12.23. No further options
may be granted under this plan.
On July 31, 1997, the Company adopted a stock option plan for employees, officers and directors of, and consultants and advisors to
the Company. The Board of Directors has the authority to select the optionees and determine the terms of the options granted. The
1997 Stock Option Plan (the "1997 Option Plan") provides for the issuance of 2,000,000 shares of Class A Common Stock pursuant
to the grant of either incentive stock options or nonstatutory options. Under the terms of the 1997 Option Plan, all authorized but
unissued options under previous plans are added to the shares available under this plan. A total of 321,501 authorized but unissued
shares under the 1996 Option Plan have been transferred to the 1997 Option Plan under this provision. As of April 30, 1999, options
to purchase 1,081,960 shares of Class A Common Stock at an average exercise price of $26.72 were outstanding under the 1997
Option Plan.
On July 31, 1997, the Company adopted a stock option plan for non-employee directors of the Company. The 1997 Non-Employee
Director Stock Option Plan provides for the issuance of a maximum of 50,000 shares of Class A Common Stock pursuant to the
grant of non-statutory options. As of April 30, 1999, options to purchase 8,000 shares of Class A Common Stock at an average
exercise price of $31.25 were outstanding under the Directors’ Option Plan.
Stock option activity for each of the three years ended April 30, 1997, 1998 and 1999 is as follows:
Outstanding, April 30, 1996
Granted
Terminated
Exercised
Outstanding, April 30, 1997
Granted
Terminated
Exercised
Outstanding, April 30, 1998
Granted
Terminated
Exercised
Outstanding, April 30, 1999
Exercisable, April 30, 1998
Exercisable, April 30, 1999
NUMBER WEIGHTED AVERAGE
EXERCISE PRICE
OF SHARES
788,000
463,135
--
--
--
1,251,135
419,500
(31,000)
(44,333)
1,595,302
870,000
(9,033)
(486,710)
1,969,559
985,710
1,346,557
$ 1.63
10.52
--
--
--
4.92
19.90
(15.19)
(1.49)
8.75
27.68
(11.17)
(6.43)
$17.65
$ 4.26
$13.67
Set forth is a summary of options outstanding and exercisable as of April 30, 1999:
OPTIONS OUTSTANDING
OPTIONS EXERCISABLE
Range of
Exercise
Number of
Outstanding
Shares
Weighted
Average
Remaining
Contractual
Life (Years)
$0.60- $2.00
$4.61-$7.00
$12.00-$16.00
$18.00-$27.00
OVER $27.00
462,656
103,836
313,107
878,960
211,000
4.87
6.91
7.57
8.98
4.86
Weighted
Average
Exercise
Price
$ 1.52
4.61
14.16
26.02
29.81
Number of
Exercisable
Options
462,656
103,836
283,772
392,626
103,667
Weighted
Average
Exercise
Price
$ 1.52
4.61
14.11
25.83
29.79
All
1,969,559
6.77
$17.65
1,346,557
$13.67
During fiscal 1996, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation", which defines a fair value based
method of accounting for stock-based employee compensation and encourages all entities to adopt that method of accounting for all
of their employee stock compensation plans. However, it also allows an entity to continue to measure compensation costs for those
plans using the intrinsic method of accounting prescribed by APB Opinion No. 25. Entities electing to remain with the accounting in
APB Opinion No. 25 must make pro forma disclosures of net income and earnings per share as if the fair value based method of
accounting defined in SFAS No. 123 had been applied.
The Company has elected to account for its stock-based compensation plans under APB Opinion No. 25. However, the Company has
computed, for pro forma disclosure purposes, the value of all options granted during the years ended April 30, 1997, 1998 and 1999
using the Black-Scholes option pricing model as prescribed by SFAS No. 123, using the following weighted average assumptions for
grants in the years ended April 30, 1997, 1998 and 1999.
april 30,
Risk-free interest rate
Expected dividend yield
Expected life
Expected volatility
1997
1998
1999
6.84%
N/A
10 Years
N/A
5.78%-6.49%
N/A
9 years
40.39%
4.6%-5.68%
N/A
5 years
52.40%
The total value of options granted during the years ended April 30, 1997, 1998 and 1999 would be amortized on a pro forma basis
over the vesting period of the options. Options generally vest over a one to three year period. Because the method of accounting
prescribed by SFAS No. 123 has not been applied to options granted prior to May 1, 1995, the resulting pro forma compensation
costs may not be representative of that to be expected in future years. If the Company had accounted for these plans in accordance
with SFAS No. 123, the Company’s net income (loss) and net income (loss) per share would have decreased (increased) as reflected
in the following pro forma amounts (in thousands, except for per share amounts):
april 30,
Net income (loss)
As reported
Pro forma
Net income (loss) per share of
common stock
As reported
Pro forma
1997
1998
1999
$(8,457)
$(8,613)
$(3,813)
$(4,584)
$ (1.63)
$ (1.66)
$ (0.42)
$ (0.50)
$9,099
$5,019
$ 0.62
$ 0.34
The weighted-average grant-date fair value of options granted during the years ended April 30, 1997, 1998 and 1999 is $4.56, $11.94
and $14.35, respectively.
7. INCOME TAXES
The provision (benefit) for income taxes for the years ended April 30, 1997, 1998 and 1999 consists of the following (in thousands):
april 30,
Federal--
Current
Deferred
State--
Current
Deferred
1997
$306
330
636
7
37
44
1998
$ 232
1,901
2,133
41
336
377
1999
$4,984
1,400
6,384
879
247
1,126
Total
$680
$2,510
$7,510
The differences in the provisions for income taxes and the amounts determined by applying the Federal statutory rate of 34% to
income before provision for income taxes for the years ended April 30, 1997, 1998 and 1999 are as follows (in thousands):
fiscal year ended april 30,
Tax at statutory rate
State income taxes, net of federal
benefit
Meals and entertainment
disallowance
Nondeductible goodwill
Other, net (mainly imputed interest
income for
tax purposes)
1997
$256
42
18
134
230
$680
1998
$1,508
1999
$5,647
248
23
114
617
894
85
590
294
$2,510
$7,510
Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized for
financial reporting purposes and such amounts recognized for income tax purposes.
Deferred tax assets and liabilities consist of the following at April 30, 1998 and 1999 (in thousands):
april 30,
Deferred tax assets--
Allowance for doubtful accounts
Treatment of lease obligations
Accrued expenses
Net operating loss carry forwards
Alternative minimum tax credit carry forwards
Other tax carry forwards
Other
Total deferred tax assets
Deferred tax liabilities--
Accelerated depreciation of property and
Equipment
Amortization of intangibles
Other
Total deferred tax liabilities
1998
$449
64
490
679
494
150
526
2,852
(3,245)
(543)
(2,111)
(5,899)
1999
$703
59
964
367
510
- 0 -
575
3,178
(5,014)
(1,165)
(1,693)
(7,872)
Net deferred tax liability
$(3,047)
$(4,694)
At April 30, 1999, the Company has net operating loss carry forwards for income tax purposes of approximately $894,000 that expire
through 2010. At April 30, 1999, the Company also has $510,000 of alternative minimum tax credit carry forwards available
indefinitely to reduce any further federal income taxes payable.
8. EMPLOYEE BENEFIT PLANS
On May 1, 1996, the Company adopted the Casella Waste Systems, Inc. 401(k) Plan and appointed the First National Bank of
Boston as trustee of the plan. The plan went into effect on July 1, 1996 and has a December 31 year end. Pending board approval,
the Company may contribute up to $500 per individual per calendar year. Participants vest in employer contributions ratably over a
three-year period. Employer contributions for the years ended April 30, 1997, 1998 and 1999 amounted to $146,000, $176,000 and
$275,000 respectively.
In January, 1998 the Company implemented its Employee Stock Purchase Plan. Under this plan, qualified employees may purchase
shares of Class A Common Stock by payroll deduction at a 15% discount from the market price. 300,000 shares of Class A Common
Stock have been reserved for this purpose. At April 30, 1998, no shares of Class A Common Stock have been issued under this
plan. During the year ended April 30, 1999 5,812 shares of Class A Common Stock were issued under this plan.
9. RELATED PARTY TRANSACTIONS
(a) management services agreement
As part of the Series D Preferred Stock transaction described in Note 7(a), the Company entered into a Management Services
Agreement with certain shareholders of the Series A, Series B and Series C Preferred Stock. In consideration for certain advisory
services to the Company, as defined, a management fee of approximately $22,300 per month was due. At the closing of the IPO, the
agreement terminated and the total accrued management fees paid to the shareholders was $495,000.
(b) services
During 1997, 1998 and 1999, the Company retained the services of a related party, a company wholly owned by two of the
Company’s stockholders, as a contractor in closing certain landfills owned by the Company. Total purchased services charged to
operations for each of the three years ended April 30, 1997, 1998 and 1999 were $2,126,000, $4,202,000 and $5,198,000
respectively, of which $0 and $50,302 were outstanding and included in accounts payable at April 30, 1998 and 1999, respectively. In
1997, the Company entered into agreements with this company, totaling $4,065,000, to close the unlined municipal landfill which is
adjacent to the Subtitle D Clinton County landfill and to close a portion of another of the Company’s lined landfills. In 1998, the
Company entered into agreements with this company, totaling approximately $3,000,000, to construct a portion of a landfill. In 1999,
the Company entered into agreements with this company, totaling approximately $4,808,000, to construct improvements or
expansions at three of its landfills.
(c) leases and land purchase
On August 1, 1993, the Company entered into three leases for operating facilities with a related party, a partnership including two of
the Company’s stockholders. During 1997, one of the leases was terminated early for $192,000. The remaining leases are classified
as capital leases in the accompanying consolidated balance sheets. The leases call for monthly payments ranging from $8,800 and
$9,000 and expire in April 2003. Total interest and amortization expense charged to operations for the years ended April 30, 1997,
1998 and 1999 under these agreements was $249,000, $245,000 and $237,000 respectively.
On November 8, 1996, the Company purchased a certain plot of land from the same related party for $122,000.
(d) postclosure landfill
The Company has agreed to pay the cost of postclosure on a landfill owned by certain principal stockholders. The Company paid the
cost of closing this landfill in 1992, and the postclosure maintenance obligations are expected to last until 2012. In each of the three
years ended April 30, 1997, 1998 and 1999, the Company paid $9,605, $3,019 and $3,161 respectively, pursuant to this agreement.
As of April 30, 1999, the Company has accrued $102,000 for costs associated with its postclosure obligations.
10. SEGMENT REPORTING
In 1997, the Financial Accounting Standards Board issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information". SFAS 131 establishes standards for reporting information about operating segments in financial statements. In general,
SFAS 131 requires that business entities report selected information about operating segments in a manner consistent with that used
for internal management reporting.
The Company classifies its operations into three geographical regions: Eastern, Central and Western. The Company’s revenues are
derived from one industry segment, which includes the collection, transfer, recycling and disposal of non-hazardous solid waste. The
table below reflects certain geographic information relating to the Company’s operations (in thousands):
(In thousands)
year ended 4/30/97:
EASTERN CENTRAL WESTERN CORP.
ELIM
TOTAL
Outside Revenue
Interco. Revenue
Net Income(Loss)
Depreciation &
Amortization
Interest Expense, Net
Capital Expenditures
Total Assets
YEAR ENDED 4/30/98:
Outside Revenue
Interco. Revenue
Net Income(Loss)
Depreciation &
Amortization
Merger Costs
Impairment Charge
Interest Expense, Net
Capital Expenditures
Total Assets
YEAR ENDED 4/30/99:
Outside Revenue
Interco. Revenue
Net Income(Loss)
Depreciation &
Amortization
Merger Costs
Interest Expense, Net
Capital Expenditures
Total Assets
$ 16,659
1,994
(808)
2,847
1,011
4,787
23,928
$ 61,148
16,779
1,098
10,548
3,190
13,511
81,760
$ 24,578
453
843
1,615
$ 160
(1)
(1,060)
300
$- 0 -
(19,225
- 0 -
- 0 -
$ 102,545
- 0 -
73
15,310
1,020
1,488
43,349
(293)
264
3,261
- 0 -
- 0 -
- 0 -
4,928
20,050
152,298
$ 140,191
- 0 -
1,925
19,819
290
1,571
7,245
28,126
202,414
$ 23,443
2,241
(1,697)
3,740
$ 69,965
22,490
4,148
11,850
$ 46,545
3,206
654
3,765
$ 238
$ - 0 -
(14) (27,923)
- 0 -
- 0 -
(1,180)
464
- 0 -
971
1,287
5,515
29,739
$ 29,272
2,218
1,644
4,665
- 0 -
1,412
7,704
40,134
290
- 0 -
3,472
14,184
99,285
$ 81,400
28,397
8,368
12,430
332
3,933
18,161
115,383
- 0 -
600
3,103
7,326
66,855
- 0 -
- 0 -
(617)
1,101
6,535
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
$ 62,060
6,711
2,333
6,910
$ 686
(1)
(3,246)
831
$ - 0 -
(37,325)
- 0 -
- 0 -
$ 173,418
- 0 -
9,099
24,836
546
4,055
19,079
99,236
1,073
(4,476)
2,779
15,456
- 0 -
- 0 -
- 0 -
- 0 -
1,951
4,924
47,723
270,209
11. SUBSEQUENT EVENTS
During the period between May 1, 1999 and June 18, 1999 the Company acquired three companies in transactions accounted for as
purchases. The total value of the assets acquired was approximately $315,000, paid in cash. During this same period the Company
completed one merger accounted for a pooling of interests, for which it issued 59,375 of its class A common stock.
On May 12, 1999, the Company and KTI, Inc (KTI) agreed to merge subject to a revised definitive merger agreement, originally signed
on January 12, 1999, in a transaction to be accounted for as a pooling of interests. Under the terms of the revised agreement, each
share of KTI will be exchanged for 0.59 shares of Casella’s Class A common stock. KTI specializes in solid waste disposal and
recycling, and operates manufacturing facilities utilizing recycled materials.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
Items 10, 11, 12 and 13 of Part III (except for information required with respect to executive officers of the Company which is set
forth under "Executive Officers of the Company" in Item 1 of Part I of this report) have been omitted from this report, since the
Company expects to file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year, a
definitive proxy statement. The information required by Items 10, 11, 12 and 13 of this report, which will appear in the definitive proxy
statement, is incorporated by reference into Part III of this report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Item 14(a)(1) Consolidated Financial Statements included under Item 8:
Report of Independent Auditors
Consolidated Balance Sheets as of April 30, 1998 and 1999
Consolidated Statements of Operations for the Years Ended April 30, 1997, 1998 and 1999.
Consolidated Statements of Redeemable Preferred Stock, Redeemable Put Warrants and Stockholders Equity for the Years
Ended April 30, 1997, 1998 and 1999.
Consolidated Statements of Cash Flow for the Years Ended April 30, 1997, 1998 and 1999.
Notes to Consolidated Financial Statements
Item 14(a)(2) Schedule II - Valuation and Qualifying Accounts
Schedule II - Allowance for Doubtful Accounts
Item 14(a)(3) Exhibits:
The following Exhibits are filed as part of this report under Item 14(c):
EXHIBIT
NO.
DESCRIPTION
*3.1
*3.2
*3.3
*3.4
*3.5
*4
*10.1
*10.2
*10.3
*10.4
*10.5
*10.6
*10.7
*10.8
*10.9
Amended and Restated Certificate of Incorporation of the Registrant.
Certificate of Amendment to Certificate of Incorporation.
Amended and Restated Certificate of Amendment of the Registrant.
Amended and Restated By-Laws of the Registrant.
Second Amended and Restated By-Laws of the Registrant.
Specimen Certificate for Class A Common Stock.
1993 Incentive Stock Option Plan.
1994 Nonstatutory Stock Option Plan.
1996 Stock Option Plan.
1997 Stock Incentive Plan.
1997 Non-Employee Director Stock Option Plan.
Registration Rights Agreement between the Registrant and Susan Olivieri and Robert MacNeil, dated January 3, 1996.
1995 Stockholders Agreement between the Registrant and the stockholders who are a party thereto, dated as of
December 22, 1995.
1995 Registration Rights Agreement between the Registrant and the stockholders who are a party thereto, dated as of
December 22, 1995.
1995 Repurchase Agreement between the Registrant and the stockholders who are a party thereto, dated as of
December 22, 1995.
*10.10 Management Services Agreement between the Registrant, BCI Growth III, L.P., North Atlantic Venture Fund, L.P., and
Vermont Venture Capital Fund, L.P., dated as of December 22, 1995.
*10.11 Warrant to Purchase Common Stock of the Registrant granted to John W. Casella, dated as of July 26, 1993.
*10.12 Warrant to Purchase Common Stock of the Registrant granted to Douglas R. Casella, dated as of July 26, 1993.
*10.13 Asset Purchase Agreement by and among Kenneth H. Mead, Kerkim, Inc. and Casella Waste Management of N.Y.,
dated as of January 17, 1997.
*10.14 Reorganization Agreement by and among Kenneth H. Mead, Superior Disposal Services, Inc., Kensue, Inc., S.D.S. at
PA, Inc. and Claws Refuse, Inc., dated as of January 17, 1997.
*10.15 Termination of Lease Agreement by and between Casella Associates and Casella Waste Management, Inc. dated
September 25, 1996.
*10.16 Amended and Restated Revolving Credit and Term Loan Agreement between the Registrant and BankBoston, dated as
of August 6, 1997.
*10.17 Lease Agreement, as Amended, between Casella Associates and Casella Waste Management, Inc., dated December 9,
1994 (Rutland lease).
*10.18 Lease Agreement, as Amended, between Casella Associates and Casella Waste Management, Inc., dated December 9,
1994 (Montpelier lease).
*10.19 Furniture and Fixtures Lease Renewal Agreement between Casella Associates and Casella Waste Management, Inc.,
dated May 1, 1994.
*10.20 Lease, Operations and Maintenance Agreement between CV Landfill, Inc. and the Registrant dated June 30, 1994
*10.21 Restated Operation and Management Agreement by and between Clinton County (N.Y.) and the Registrant dated
September 9, 1996.
*10.22 Labor Utilization Agreement by and between Clinton County (N.Y.) and the Registrant dated August 7, 1996.
*10.23 Lease and Option Agreement by and between Waste U.S.A., Inc. and New England Waste Services of Vermont, Inc.,
dated December 14, 1995.
*10.24 Consulting and Non-Competition Agreement between the Registrant and Kenneth H. Mead, dated January 23, 1997.
*10.25 Issuance of Shares by the Registrant to National Waste Industries, Inc., dated October 19, 1994.
10.26
Registration Rights Agreement by and among the Registrant, Joseph M. Winters, Andrew B. Winters, Brigid Winters,
Sean Winters and Maureen Winters (the "All Cycle Stockholders"), dated as of December 19, 1997. (Previously filed as
part of the Company’s Registration Statement filed on Form S-1 and declared effective on July 20, 1998 and hereby
incorporated by reference.
Amendment No. 1 to Registration Rights Agreement by and among the Registrant, the All Cycle Stockholders, Winters
Family Partnership and Goldman, Sachs & Co., dated as of June 3, 1998. (Previously filed as part of the Company’s
Annual Report on Form 10-K filed on June 25, 1998 and hereby incorporated by reference).
Amendment No. 2 to Lease Agreement, by and between Casella Associates and Casella Waste Management, Inc., dated
as of
November 20, 1997 (Rutland lease). (Previously filed as part of the Company’s Annual Report on Form 10-K filed on June
25, 1998 and hereby incorporated by reference).
Amended and Restated 1997 Stock Incentive Plan (Previously filed as part of the Company’s Definitive Proxy Statement
filed on September 21, 1998 and hereby incorporated by reference).
Agreement and Plan of Merger dated January 12, 1999, by and among Casella Waste Systems, Inc., Rutland Acquisition
10.27
10.28
10.29
10.30
Sub, Inc. and KTI, Inc. (Previously filed as part of the Company’s Current Report on Form 8-K filed January 21, 1999 and
hereby incorporated by reference).
10.31
Amendment No. 1 to Agreement and Plan of Merger (Previously filed as part of the Company’s Current Report on Form 8
K filed May 13, 1999 and hereby incorporated by reference).
10.32
Amendment No. 1 to Stock Option Agreement (Previously filed as part of the Company’s Current Report on Form 8-K
21
23.1
27.1
27.2
27.3
filed May 13, 1999 and hereby incorporated by reference).
Subsidiaries of the Registrant.
Consent of Arthur Andersen LLP.
Financial Data Schedule - for the year ended April 30, 1999.
Financial Data Schedule - for the year ended April 30, 1998, Restated.
Financial Data Schedule - for the year ended April 30, 1997, Restated.
* Previously filed as part of the Company’s Registration Statement filed on form S-1 and declared effective on October 27, 1997 and
hereby incorporated by reference.
ITEM 14(B) Reports on Form 8-K
During the quarter ended April 30, 1999 the Company filed one report on Form 8-K:
On April 16, 1999 the Company filed a report on Form 8-K including one event under Item 5, ‘Other Events’. The event described was
the announcement of the Company’s intent to terminate its merger agreement with KTI.
signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
casella
waste systems, inc.
By: /s/ JOHN W. CASELLA
John W. Casella
President and Chief
Executive Officer
Date: July 15, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date indicated.
SIGNATURE
/s/ JOHN W. CASELLA
John W. Casella
/s/ JAMES W. BOHLIG
James W. Bohlig
/s/ JERRY S. CIFOR
Jerry S. Cifor
TITLE
DATE
President, Chief Executive Officer
and Chairman
July 27, 1999
Senior Vice President and Chief
Operating Officer, Director
July 27, 1999
Vice President and Chief Financial
Officer (Principal Accounting and
Financial Officer)
July 27, 1999
July 27, 1999
/s/ DOUGLAS R. CASELLA
Director
Douglas R. Casella
/s/ JOHN F. CHAPPLE III
Director
July 27, 1999
John F. Chapple III
/s/ GREGORY B. PETERS
Director
July 27, 1999
Gregory B. Peters
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Valuation Accounts
Schedule (Schedule II), is presented for purposes of additional analysis and are not a required part of the basic financial statements.
This information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
/s/ Arthur Andersen LLP
Boston, Massachusetts
June 18, 1999
financial statement schedules
schedule II valuation accounts
allowance for doubtful accounts (in thousands of dollars)
year ended april 30,
Balance at beginning of period
Additions - Charged to expense
Acquisition related
Deductions - Bad debts written off, net of
Recoveries
Balance at end of period
1997
$353
332
494
(457)
$722
1998
$722
951
697
(1,087)
$1,283
1999
$1,283
1,640
273
(1,766)
$1,430
EXHIBIT 21
SUBSIDIARIES OF THE REGISTER
NAME
All Cycle Waste, Inc.
Blasdell Development Group, Inc.
Bristol Waste Management, Inc.
Casella Waste Management, Inc.
Casella Waste Management of Pennsylvania, Inc.
Casella Waste Management of N.Y., Inc.
Casella Transportation, Inc.
Casella T.I.R.E.S., Inc.
Corning Community Disposal Service, Inc.
Forest Acquisitions Inc.
Grasslands, Inc.
Hakes C&D Disposal, Inc.
Hiram Hollow Regeneration Corp.
Hyland Associates
Natural Environmental, Inc.
New England Waste Services of Vermont, Inc.
New England Waste Services of N.Y., Inc.
New England Waste Services, Inc.
Newbury Waste Management, Inc.
North Country Environmental Services, Inc.
North Country Composting Services, Inc.
Northern Sanitation, Inc.
Northern Properties of Plattsburgh, Inc.
Pine Tree Waste, Inc.
Portland C & D Landfill, Inc.
R.A.Bronson, Inc.
Resource Waste Systems, Inc.
Resource Recovery of Cape Cod, Inc.
Resource Transfer, Inc.
Rutland Acquisition Sub, Inc.
Sawyer Environmental Services
Sawyer Environmental Recovery Facilities, Inc.
Schultz Landfill, Inc.
Sunderland Waste Management, Inc.
Waste Stream, Inc.
Westfield Disposal Service, Inc.
Winters Brothers, Inc.
JURISDICTION OF INCORPORATION
Vermont
New York
Vermont
Vermont
Pennsylvania
New York
Vermont
Maine
New York
New Hampshire
New York
New York
New York
New York
New York
Vermont
New York
Vermont
Vermont
Virginia
New Hampshire
New York
New York
Maine
New York
New York
Massachusetts
Massachusetts
Massachusetts
New Jersey
Maine
Maine
New York
Vermont
New York
New York
Vermont
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into the
Company’s previously filed Registration Statements on Form S-8:
File No. 333-43539 pertaining to the 1993 Incentive Stock Option Plan of Casella Waste Systems, Inc., File No. 333-43537 pertaining
to the 1994 Nonstatutory Stock Option Plan of Casella Waste Systems, Inc., File No. 333-43541 pertaining to the 1996 Stock Option
Plan of Casella Waste Systems, Inc., File No. 333-43635 pertaining to the 1997 Stock Incentive Plan of Casella Waste Systems, Inc.,
File No. 333-40267 pertaining to the 1997 Employee Stock Purchase Plan of Casella Waste Systems, Inc., File No. 333-43543
pertaining to the 1997 Non-Employee Director Stock Option Plan of Casella Waste Systems, Inc. and File No. 333 67487 pertaining
to the Amended and Restated 1997 Stock Incentive Plan of Casella Waste Systems, Inc.
Arthur Andersen LLP
/s/ Arthur Andersen LLP
Boston, Massachusetts
July 29, 1999
BOARD OF DIRECTORS
john w. casella, Director
Chairman & Chief Executive Officer,
gregory b. peters, Director
Managing General Partner,
Vermont Venture Capital Partners, L.P.
james w. bohlig, Director
Senior Vice President &
Chief Operating Officer
john f. chapple III, Director
President, Marlin Management
Services
douglas r. casella, Director
Vice-Chairman
OFFICERS
john casella
Chairman &
Chief Executive Officer
james bohlig
Senior Vice President &
Chief Operating Officer
jerry cifor
Senior Vice President &
Chief Financial Officer
michael barrett
Vice President,
Transportation & Recycling
christopher desroches
Vice President,
Sales & Marketing
joseph fusco
Vice President,
Communications
gerry gormley
Vice President,
Human Resources
james hiltner
Regional Vice President
michael holmes
Regional Vice President
christopher hubbard
Vice President,
Information Systems
larry lackey
Vice President
Permits, Compliance & Engineering
alan sabino
Regional Vice President
gary simmons
Vice President,
Fleet Management
25 greens hill lane rutland vermont 05701 (802) 775-0325 (802) 775-6198 fax www.casella.com