UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2002
OR
o 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)
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Delaware |
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03-0338873 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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25 Greens Hill Lane, Rutland, Vermont |
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05701 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (802) 775-0325
Indicate by check mark 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 for 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 ý Noo
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 126-2 of the Exchange Act) Yes ý Noo
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 29, 2002:
|
Class A Common Stock |
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22,724,004 |
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Class B Common Stock |
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988,200 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
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April 30, |
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October 31, |
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ASSETS |
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2002 |
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2002 |
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(Unaudited) |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
4,298 |
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$ |
10,276 |
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||
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Restricted cash |
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10,286 |
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10,627 |
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||||
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Accounts receivable - trade, net of allowance for doubtful accounts of $786 and $846 |
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43,130 |
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47,946 |
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Notes receivable - officers/employees |
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1,105 |
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1,104 |
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Prepaid expenses |
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3,156 |
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4,859 |
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Inventory |
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2,410 |
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1,810 |
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Investments |
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62 |
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22 |
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Deferred income taxes |
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8,767 |
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8,154 |
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Net assets of discontinued operations |
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1,619 |
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1,153 |
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||||
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Other current assets |
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2,267 |
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2,276 |
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Total current assets |
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77,100 |
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88,227 |
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Property, plant and equipment, net of accumulated depreciation and amortization of $163,521 and $180,741 |
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287,115 |
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284,197 |
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Goodwill, net |
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219,466 |
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158,047 |
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||||
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Other intangible assets, net |
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8,985 |
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6,755 |
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||||
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Deferred income taxes |
|
648 |
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— |
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Investments in unconsolidated entities |
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26,865 |
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28,615 |
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Net assets under contractual obligation |
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— |
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3,915 |
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||||
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Other non-current assets |
|
862 |
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2,967 |
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|
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543,941 |
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484,496 |
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$ |
621,041 |
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$ |
572,723 |
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||
The accompanying notes are an integral part of these consolidated financial statements.
2
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share data)
|
|
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April 30, |
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October 31, |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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2002 |
|
2002 |
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||
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(Unaudited) |
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CURRENT LIABILITIES: |
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Current maturities of long-term debt |
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$ |
6,436 |
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$ |
5,056 |
|
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Current maturities of capital lease obligations |
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1,816 |
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1,669 |
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Accounts payable |
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23,690 |
|
31,994 |
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||
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Accrued payroll and related expenses |
|
5,813 |
|
6,406 |
|
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Accrued interest |
|
1,481 |
|
3,349 |
|
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Accrued income taxes |
|
3,676 |
|
5,655 |
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Accrued closure and post-closure costs, current portion |
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6,465 |
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3,433 |
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Other accrued liabilities |
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23,706 |
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19,463 |
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Total current liabilities |
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73,083 |
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77,025 |
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Long-term debt, less current maturities |
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277,545 |
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274,793 |
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Capital lease obligations, less current maturities |
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3,051 |
|
2,301 |
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Accrued closure and post-closure costs, less current maturities |
|
18,307 |
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20,716 |
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Minority interest |
|
523 |
|
105 |
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Deferred income taxes |
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— |
|
2,914 |
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Other long-term liabilities |
|
11,006 |
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10,765 |
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COMMITMENTS AND CONTINGENCIES |
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Series A redeemable, convertible preferred stock, 55,750 shares authorized, issued and outstanding as of April 30, 2002 and October 31, 2002, liquidation preference of $1,000 per share plus accrued but unpaid dividends |
|
60,730 |
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62,258 |
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STOCKHOLDERS' EQUITY: |
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|
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Class A common stock - |
|
227 |
|
227 |
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Class B common stock - |
|
10 |
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10 |
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Accumulated other comprehensive loss |
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(4,250 |
) |
(2,527 |
) |
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Additional paid-in capital |
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272,697 |
|
271,616 |
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Accumulated deficit |
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(91,888 |
) |
(147,480 |
) |
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Total stockholders' equity |
|
176,796 |
|
121,846 |
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$ |
621,041 |
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$ |
572,723 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands)
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Three Months Ended |
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Six Months Ended |
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October 31, |
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October 31, |
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2001 |
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2002 |
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2001 |
|
2002 |
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Revenues |
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$ |
109,785 |
|
$ |
114,497 |
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$ |
222,126 |
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$ |
230,397 |
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Operating expenses: |
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Cost of operations |
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70,941 |
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74,491 |
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145,406 |
|
152,425 |
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General and administration |
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