UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended March 31, 2016
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)

 
 	 	 	
Delaware	 	03-0338873	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
 	 	
25 Greens Hill Lane, Rutland, Vermont	 	05701	
(Address of principal executive offices)	 	(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   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer	 	¨	  	Accelerated filer	 	x	
 	 	 	 	
Non-accelerated filer	 	¨  (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨     No  x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of April 15, 2016:

Class A common stock, $0.01 par value per share:	  	 	40,243,775	  	
Class B common stock, $0.01 par value per share:	  	 	988,200	  	

 

PART I.
ITEM 1. FINANCIAL STATEMENTS
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)

 	  	March 31,
2016	 	  	December 31,
2015	 	
 	  	(Unaudited)	 	  	 	 	
ASSETS	  	 	 	 	  	 	 	 	
 	 	 	
CURRENT ASSETS:	  	 	 	 	  	 	 	 	
Cash and cash equivalents	  	$	1,648	  	  	$	2,312	  	
Accounts receivable - trade, net of allowance for doubtful accounts of $989 and $988, respectively	  	 	53,034	  	  	 	60,167	  	
Refundable income taxes	  	 	660	  	  	 	651	  	
Prepaid expenses	  	 	9,421	  	  	 	7,670	  	
Inventory	  	 	4,474	  	  	 	4,282	  	
Other current assets	  	 	1,495	  	  	 	1,586	  	

Total current assets	  	 	70,732	  	  	 	76,668	  	
 	 	 	
Property, plant and equipment, net of accumulated depreciation and amortization of $802,815 and $789,766, respectively	  	 	397,107	  	  	 	402,252	  	
Goodwill	  	 	118,976	  	  	 	118,976	  	
Intangible assets, net	  	 	8,728	  	  	 	9,252	  	
Restricted assets	  	 	871	  	  	 	2,251	  	
Cost method investments	  	 	12,333	  	  	 	12,333	  	
Other non-current assets	  	 	11,659	  	  	 	11,937	  	
 	  	 	 	 	  	 	 	 	
Total assets	  	$	620,406	  	  	$	633,669	  	
 	  	 	 	 	  	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
1

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(in thousands, except for share and per share data)

 	  	March 31,
2016	 	 	December 31,
2015	 	
 	  	(Unaudited)	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ DEFICIT	  	 	 	 	 	 	 	 	
 	 	 	
CURRENT LIABILITIES:	  	 	 	 	 	 	 	 	
Current maturities of long-term debt and capital leases	  	$	1,458	  	 	$	1,448	  	
Accounts payable	  	 	38,809	  	 	 	44,921	  	
Accrued payroll and related expenses	  	 	5,579	  	 	 	8,175	  	
Accrued interest	  	 	5,173	  	 	 	12,305	  	
Current accrued capping, closure and post-closure costs	  	 	706	  	 	 	732	  	
Other accrued liabilities	  	 	18,660	  	 	 	17,765	  	

Total current liabilities	  	 	70,385	  	 	 	85,346	  	
 	 	 	
Long-term debt and capital leases, less current portion	  	 	513,220	  	 	 	505,985	  	
Accrued capping, closure and post-closure costs, less current portion	  	 	41,549	  	 	 	40,309	  	
Deferred income taxes	  	 	5,695	  	 	 	5,595	  	
Other long-term liabilities	  	 	18,073	  	 	 	18,031	  	
 	 	 	
COMMITMENTS AND CONTINGENCIES	  	 	 	 	 	 	 	 	
 	 	 	
STOCKHOLDERS’ DEFICIT:	  	 	 	 	 	 	 	 	
Casella Waste Systems, Inc. stockholders’ deficit:	  	 	 	 	 	 	 	 	
Class A common stock, $0.01 par value per share; 100,000,000 shares authorized; 40,243,000 and 40,064,000 shares issued and outstanding, respectively	  	 	402	  	 	 	401	  	
 	 	 	
Class B common stock, $0.01 par value per share; 1,000,000 shares authorized; 988,000 shares issued and outstanding, 10 votes per share	  	 	10	  	 	 	10	  	
Additional paid-in capital	  	 	345,236	  	 	 	344,518	  	
Accumulated deficit	  	 	(374,067	) 	 	 	(366,459	) 	
Accumulated other comprehensive (loss) income, net of tax	  	 	(76	) 	 	 	7	  	

Total Casella Waste Systems, Inc. stockholders’ deficit	  	 	(28,495	) 	 	 	(21,523	) 	
Noncontrolling interests	  	 	(21	) 	 	 	(74	) 	

Total stockholders’ deficit	  	 	(28,516	) 	 	 	(21,597	) 	

Total liabilities and stockholders’ deficit	  	$	620,406	  	 	$	633,669	  	
 	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
2

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except for per share data)

 	  	Three Months Ended
March 31,	 	
 	  	2016	 	 	2015	 	
 	 	 	
Revenues	  	$	125,432	  	 	$	116,577	  	
 	 	 	
Operating expenses:	  	 	 	 	 	 	 	 	
Cost of operations	  	 	90,418	  	 	 	87,833	  	
General and administration	  	 	18,587	  	 	 	16,805	  	
Depreciation and amortization	  	 	14,453	  	 	 	13,748	  	
Divestiture transactions	  	 	—  	  	 	 	(4,935	) 	

 	  	 	123,458	  	 	 	113,451	  	

Operating income	  	 	1,974	  	 	 	3,126	  	
 	  	 	 	 	 	 	 	 	
Other expense (income):	  	 	 	 	 	 	 	 	
Interest income	  	 	(104	) 	 	 	(141	) 	
Interest expense	  	 	10,030	  	 	 	10,126	  	
(Gain) loss on debt extinguishment	  	 	(48	) 	 	 	521	  	
Loss on derivative instruments	  	 	—  	  	 	 	151	  	
Other income	  	 	(141	) 	 	 	(164	) 	

Other expense, net	  	 	9,737	  	 	 	10,493	  	

Loss before income taxes	  	 	(7,763	) 	 	 	(7,367	) 	
(Benefit) provision for income taxes	  	 	(149	) 	 	 	596	  	

Net loss	  	 	(7,614	) 	 	 	(7,963	) 	
 	 	 	
Less: Net (loss) income attributable to noncontrolling interests	  	 	(6	) 	 	 	1,308	  	

Net loss attributable to common stockholders	  	$	(7,608	) 	 	$	(9,271	) 	
 	  	 	 	 	 	 	 	 	
Basic and diluted earnings per share attributable to common stockholders:	  	 	 	 	 	 	 	 	
Weighted average common shares outstanding	  	 	40,996	  	 	 	40,417	  	
 	  	 	 	 	 	 	 	 	
Basic and diluted earnings per share	  	$	(0.19	) 	 	$	(0.23	) 	
 	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
3

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE LOSS
(Unaudited)
(in thousands)

 	  	Three Months Ended
March 31,	 	
 	  	2016	 	 	2015	 	
 	 	 	
Net loss	  	$	(7,614	) 	 	$	(7,963	) 	
Other comprehensive loss, net of tax:	  	 	 	 	 	 	 	 	
Unrealized loss resulting from changes in fair value of marketable securities	  	 	(83	) 	 	 	(34	) 	

Other comprehensive loss, net of tax	  	 	(83	) 	 	 	(34	) 	

Comprehensive loss	  	 	(7,697	) 	 	 	(7,997	) 	
 	 	 	
Less: Comprehensive (loss) income attributable to noncontrolling interests	  	 	(6	) 	 	 	1,308	  	

Comprehensive loss attributable to common stockholders	  	$	(7,691	) 	 	$	(9,305	) 	
 	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
4

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
STOCKHOLDERS’ DEFICIT
(Unaudited)
(in thousands)

 	 	 	 	 	Casella Waste Systems, Inc. Stockholders’ Deficit	 	 	 	 	
 	 	 	 	 	Class A	 	 	Class B	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	
 	 	 	 	 	Common Stock	 	 	Common Stock	 	 	Additional	 	 	 	 	 	Other	 	 	 	 	
 	 	Total	 	 	Shares	 	 	Amount	 	 	Shares	 	 	Amount	 	 	Paid-In
Capital	 	 	Accumulated
Deficit	 	 	Comprehensive
(Loss) Income	 	 	Noncontrolling
Interests	 	
Balance, December 31, 2015	 	$	(21,597	) 	 	 	40,064	  	 	$	401	  	 	 	988	  	 	$	10	  	 	$	344,518	  	 	$	(366,459	) 	 	$	7	  	 	$	(74	) 	
Net loss	 	 	(7,614	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(7,608	) 	 	 	—  	  	 	 	(6	) 	
Other comprehensive loss	 	 	(83	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(83	) 	 	 	—  	  	
Issuances of Class A common stock	 	 	(3	) 	 	 	179	  	 	 	1	  	 	 	—  	  	 	 	—  	  	 	 	(4	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Stock-based compensation	 	 	722	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	722	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Contribution from noncontrolling interest holder	 	 	59	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	59	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, March 31, 2016	 	$	(28,516	) 	 	 	40,243	  	 	$	402	  	 	 	988	  	 	$	10	  	 	$	345,236	  	 	$	(374,067	) 	 	$	(76	) 	 	$	(21	) 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
5

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

 	  	Three Months Ended
March 31,	 	
 	  	2016	 	 	2015	 	
Cash Flows from Operating Activities:	  	 	 	 	 	 	 	 	
Net loss	  	$	(7,614	) 	 	$	(7,963	) 	
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:	  	 	 	 	 	 	 	 	
Depreciation and amortization	  	 	14,453	  	 	 	13,748	  	
Depletion of landfill operating lease obligations	  	 	1,950	  	 	 	1,690	  	
Interest accretion on landfill and environmental remediation liabilities	  	 	886	  	 	 	848	  	
Amortization of debt issuance costs and discount on long-term debt	  	 	1,040	  	 	 	938	  	
Stock-based compensation	  	 	722	  	 	 	660	  	
Gain on sale of property and equipment	  	 	(203	) 	 	 	(46	) 	
Divestiture transactions	  	 	—  	  	 	 	(4,935	) 	
(Gain) loss on debt extinguishment	  	 	(48	) 	 	 	521	  	
Loss on derivative instruments	  	 	—  	  	 	 	151	  	
Deferred income taxes	  	 	100	  	 	 	(49	) 	
Changes in assets and liabilities, net of effects of acquisitions and divestitures:	  	 	 	 	 	 	 	 	
Accounts receivable	  	 	7,133	  	 	 	3,237	  	
Accounts payable	  	 	(6,112	) 	 	 	(9,108	) 	
Prepaid expenses, inventories and other assets	  	 	(1,492	) 	 	 	3,483	  	
Accrued expenses and other liabilities	  	 	(9,091	) 	 	 	(8,870	) 	
 	  	 	 	 	 	 	 	 	
Net cash provided by (used in) operating activities	  	 	1,724	  	 	 	(5,695	) 	
 	  	 	 	 	 	 	 	 	
Cash Flows from Investing Activities:	  	 	 	 	 	 	 	 	
Additions to property, plant and equipment	  	 	(9,848	) 	 	 	(4,444	) 	
Payments on landfill operating lease contracts	  	 	(500	) 	 	 	(478	) 	
Proceeds from divestiture transactions	  	 	—  	  	 	 	4,550	  	
Proceeds from sale of property and equipment	  	 	359	  	 	 	89	  	
 	  	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(9,989	) 	 	 	(283	) 	
 	  	 	 	 	 	 	 	 	
Cash Flows from Financing Activities:	  	 	 	 	 	 	 	 	
Proceeds from long-term borrowings	  	 	64,300	  	 	 	197,591	  	
Principal payments on long-term debt	  	 	(57,948	) 	 	 	(186,500	) 	
Payments of debt issuance costs	  	 	(99	) 	 	 	(6,852	) 	
Change in restricted cash	  	 	1,348	  	 	 	4,086	  	
Distributions to noncontrolling interest holder	  	 	—  	  	 	 	(1,495	) 	
 	  	 	 	 	 	 	 	 	
Net cash provided by financing activities	  	 	7,601	  	 	 	6,830	  	
 	  	 	 	 	 	 	 	 	
Net (decrease) increase in cash and cash equivalents	  	 	(664	) 	 	 	852	  	
Cash and cash equivalents, beginning of period	  	 	2,312	  	 	 	2,205	  	
 	  	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	  	$	1,648	  	 	$	3,057	  	
 	  	 	 	 	 	 	 	 	
Supplemental Disclosures of Cash Flow Information:	  	 	 	 	 	 	 	 	
Cash paid during the period for:	  	 	 	 	 	 	 	 	
Interest	  	$	16,122	  	 	$	15,336	  	
Income taxes, net of refunds	  	$	101	  	 	$	30	  	
The accompanying notes are an integral part of these consolidated financial statements.     
 
6

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except for per share data)
 
1.	BASIS OF PRESENTATION	
Casella Waste Systems, Inc. (“Parent”), and its consolidated subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company that provides collection, transfer, disposal, landfill, landfill gas-to-energy, recycling and organics services in the northeastern United States. We market recyclable metals, aluminum, plastics, paper and corrugated cardboard, which have been processed at our recycling facilities, as well as recyclables purchased from third-parties. We manage our solid waste operations on a geographic basis through two regional operating segments, the Eastern and Western regions, each of which provides a full range of solid waste services, and our larger-scale recycling and commodity brokerage operations through our Recycling segment. Organics services, ancillary operations, major account and industrial services, discontinued operations and earnings from equity method investees, as applicable, are included in our Other segment.
The accompanying unaudited consolidated financial statements, which include the accounts of the Parent, our wholly-owned subsidiaries and any partially owned entities over which we have a controlling financial interest, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions are eliminated in consolidation. Investments in entities in which we do not have a controlling financial interest are accounted for under either the equity method or the cost method of accounting, as appropriate. Our significant accounting policies are more fully discussed in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on March 2, 2016.
For comparative purposes, certain prior period amounts in the consolidated financial statements, including the presentation of debt issuance costs, have been reclassified to conform to the current period presentation. See Note 2,  Accounting Changes  for discussion regarding changes to the presentation of debt issuance costs and Note 5,  Long-Term Debt  for the updated disclosure.
Preparation of our consolidated financial statements in accordance with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision given the available data, or simply cannot be readily calculated. In the opinion of management, these consolidated financial statements include all adjustments, which include normal recurring and nonrecurring adjustments, necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The results for the three months ended March 31, 2016 may not be indicative of the results for any other interim period or the entire fiscal year. The consolidated financial statements presented herein should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Subsequent Events
We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of March 31, 2016, but prior to the filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. We have determined that, except as disclosed, there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q.
 
7

2.	ACCOUNTING CHANGES	
The following table provides a brief description of recent Accounting Standards Updates (“ASUs”) to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”) deemed to have a material effect on our consolidated financial statements upon adoption:

Standard	  	Description	  	Effect on the Financial Statements or Other
Significant Matters	
Accounting standards that were adopted effective January 1, 2016	
ASU 2016-09: Compensation - Stock Compensation (Topic 718)	  	Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows.	  	The adoption of this ASU resulted in the following: (1) our stock-based compensation accounting policy was updated to record stock-based compensation expense for all equity-based awards by accounting for forfeitures as they occur; (2) our accounting for excess tax benefits and tax deficiencies in the calculation of income tax expense was updated; and (3) excess tax benefits are classified as a cash flow from operating activity and are no longer separated from income tax cash flows and classified as a cash flow from financing activity.	
 	 	 	
ASU 2015-03 and 15: Imputation of Interest (Topic 835-30)	  	To simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.	  	The adoption of this ASU resulted in the presentation of debt issuance costs on our balance sheet being treated as a direct reduction of the carrying amount of the debt liability rather than a capitalized asset. See Note 5,  Long-Term Debt  for the updated disclsoure.	
The following table provides a brief description of recent accounting pronouncements that may have a material effect on our consolidated financial statements upon adoption:

Standard	  	Description	  	Effect on the Financial Statements or Other
Significant Matters	
Accounting standards that are not yet adopted	
ASU 2016-02: Leases (Topic 842)	  	Requires that a lessee recognize at the commencement date a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.	  	The adoption of this ASU primarily impacts the balance sheet through the recognition of a right-of-use asset and lease liability for all leases. This guidance is effective January 1, 2019 using a modified retrospective transition approach with early adoption permitted.	
 	 	 	
ASU 2016-01: Financial Instruments - Overall (Topic 825-10)	  	Requires the following: (1) equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (2) entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (3) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset; and the elimination of the disclosure requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost.	  	The adoption of this ASU results in a cumulative-effect adjustment to the balance sheet, the recognition of changes in fair value of certain equity investments in net income, and enhanced dislosure. Thus guidance is effective January 1, 2018 with a cumulative-effect adjustment.	
 	 	 	
ASU 2014-09 and ASU 2015-14: Revenue from Contracts with Customers (Topic 718)	  	The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.	  	We are currently evaluating the alternative methods of adoption and the effect on our consolidated financial statements and related disclosures. This guidance is effective January 1, 2018 using a full or modified retrospective approach with early adoption permitted January 1, 2017.	
 
8

3.	INTANGIBLE ASSETS	
Intangible assets consisted of the following:

 	  	Covenants
Not-to-Compete	 	  	Client Lists	 	  	Total	 	
Balance, March 31, 2016	  	 	 	 	  	 	 	 	  	 	 	 	
Intangible assets	  	$	17,266	  	  	$	16,065	  	  	$	33,331	  	
Less accumulated amortization	  	 	(16,301	) 	  	 	(8,302	) 	  	 	(24,603	) 	
 	  	 	 	 	  	 	 	 	  	 	 	 	
 	  	$	965	  	  	$	7,763	  	  	$	8,728	  	

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	  	Covenants
Not-to-Compete	 	  	Client Lists	 	  	Total	 	
Balance, December 31, 2015	  	 	 	 	  	 	 	 	  	 	 	 	
Intangible assets	  	$	17,266	  	  	$	16,065	  	  	$	33,331	  	
Less accumulated amortization	  	 	(16,198	) 	  	 	(7,881	) 	  	 	(24,079	) 	
 	  	 	 	 	  	 	 	 	  	 	 	 	
 	  	$	1,068	  	  	$	8,184	  	  	$	9,252	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	
Intangible amortization expense for the three months ended March 31, 2016 and 2015 was $524 and $749, respectively.

Estimated Future Amortization Expense as of March 31, 2016:	  	 	 	
For the fiscal year ending December 31, 2016	  	$	1,524	  	
For the fiscal year ending December 31, 2017	  	$	1,784	  	
For the fiscal year ending December 31, 2018	  	$	1,581	  	
For the fiscal year ending December 31, 2019	  	$	1,213	  	
For the fiscal year ending December 31, 2020	  	$	1,020	  	
Thereafter	  	$	1,606	  	
 
4.	ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE	
Accrued final capping, closure and post-closure costs include the current and non-current portion of costs associated with obligations for final capping, closure and post-closure of our landfills. We estimate our future final capping, closure and post-closure costs in order to determine the final capping, closure and post-closure expense per ton of waste placed into each landfill. The anticipated timeframe for paying these costs varies based on the remaining useful life of each landfill, as well as the duration of the post-closure monitoring period. The changes to accrued final capping, closure and post-closure liabilities are as follows:

 	  	Three Months Ended
March 31,	 	
 	  	2016	 	  	2015	 	
Beginning balance	  	$	41,041	  	  	$	39,829	  	
Obligations incurred	  	 	526	  	  	 	441	  	
Accretion expense	  	 	886	  	  	 	828	  	
Obligations settled (1)	  	 	(198	) 	  	 	(504	) 	
 	  	 	 	 	  	 	 	 	
Ending balance	  	$	42,255	  	  	$	40,594	  	

(1)	Includes amounts that are being processed through accounts payable as a part of our disbursement cycle.	
 
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5.	LONG-TERM DEBT	
Long-term debt and capital leases consisted of the following:

 	 	March 31,
2016	 	 	December 31,
2015	 	
Senior Secured Asset-Based Revolving Credit Facility:	 	 	 	 	 	 	 	 	
Due February 2020; bearing interest at one-month LIBOR plus 2.25%	 	$	68,000	  	 	$	57,422	  	
 	 	 	
Tax-Exempt Bonds:	 	 	 	 	 	 	 	 	
New York State Enviornmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 due December 2044 - fixed rate interest period through 2019, bearing interest at 3.75%	 	 	25,000	  	 	 	25,000	  	
 	 	 	
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 due January 2025 - fixed rate interest period through 2017, bearing interest at 6.25%	 	 	21,400	  	 	 	21,400	  	
 	 	 	
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 due August 2035 - fixed rate interest period through 2025, bearing interest at 5.125%	 	 	15,000	  	 	 	15,000	  	
 	 	 	
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 due April 2036 - fixed rate interest period through 2018, bearing interest at 4.75%	 	 	16,000	  	 	 	16,000	  	
 	 	 	
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 due April 2029 - fixed rate interest period through 2019, bearing interest at 4.00%	 	 	11,000	  	 	 	11,000	  	
 	 	 	
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1; letter of credit backed due January 2025 - variable rate interest period through 2017, bearing interest at SIFMA Index	 	 	3,600	  	 	 	3,600	  	
 	 	 	
Other:	 	 	 	 	 	 	 	 	
Capital leases maturing through April 2023, bearing interest at up to 7.70%	 	 	3,997	  	 	 	4,130	  	
 	 	 	
Notes payable maturing through December 2017, bearing interest at up to 7.00%	 	 	1,167	  	 	 	1,167	  	
 	 	 	
Senior Subordinated Notes:	 	 	 	 	 	 	 	 	
Due February 2019; bearing interest at 7.75%	 	 	366,070	  	 	 	370,300	  	
 	 	 	 	 	 	 	 	 	
Principal amount of long-term debt and capital leases	 	 	531,234	  	 	 	525,019	  	
Less—unamortized discount and debt issuance costs (1)	 	 	16,556	  	 	 	17,586	  	
 	 	 	 	 	 	 	 	 	
Long-term debt and capital leases less unamortized discount and debt issuance costs	 	 	514,678	  	 	 	507,433	  	
Less—current maturities of long-term debt	 	 	1,458	  	 	 	1,448	  	
 	 	 	 	 	 	 	 	 	
 	 	$	513,220	  	 	$	505,985	  	

 
(1)	Unamortized discount and debt issuance costs associated with each respective debt instrument are as follows:	

 	 	March 31,
2016	 	 	December 31,
2015	 	
Senior Secured Asset-Based Revolving Credit Facility	 	$	5,335	  	 	$	5,593	  	
New York State Enviornmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014	 	 	1,361	  	 	 	1,407	  	
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2	 	 	553	  	 	 	566	  	
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015	 	 	812	  	 	 	830	  	
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013	 	 	628	  	 	 	636	  	
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013	 	 	659	  	 	 	690	  	
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1	 	 	34	  	 	 	35	  	
Senior Subordinated Notes	 	 	7,174	  	 	 	7,829	  	
 	 	 	 	 	 	 	 	 	
 	 	$	16,556	  	 	$	17,586	  	
 	 	 	 	 	 	 	 	 	
(Gain) Loss on Debt Extinguishment
Senior Subordinated Notes. In the three months ended March 31, 2016, we repurchased and permanently retired $4,230 aggregate principal amount of 7.75% senior subordinated notes due February 2019 (“2019 Notes”) at a repurchase price of $96.75 in order to maximize interest savings by paying down our most expensive debt. As a result of the repurchase, we recorded a gain on debt extinguishment of $48 in the three months ended March 31, 2016 related to the non-cash gain associated with the below par repurchase price, net of the write off of debt issuance costs and unamortized original issue discount in proportion with the settlement amount.
Senior Credit Facility. In the three months ended March 31, 2015, we recorded a charge of $521 as a loss on debt extinguishment related to the write-off of debt issuance costs in connection with changes to the borrowing capacity from the
 
10

senior revolving credit and letter of credit facility that was due March 2016 (“Senior Credit Facility”) to the new senior secured asset-based revolving credit and letter of credit facility due February 2020 (“ABL Facility”). The remaining unamortized deferred financing costs of the Senior Credit Facility, along with fees paid to the creditor and third-party costs incurred for the ABL Facility, are to be amortized over the term of the ABL Facility.
 
6.	COMMITMENTS AND CONTINGENCIES	
Legal Proceedings
In the ordinary course of our business and as a result of the extensive governmental regulation of the solid waste industry, we are subject to various judicial and administrative proceedings involving state and local agencies. In these proceedings, an agency may seek to impose fines or to revoke or deny renewal of an operating permit held by us. From time to time, we may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills and transfer stations, or allegations of environmental damage or violations of the permits and licenses pursuant to which we operate. In addition, we have been named defendants in various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the ordinary operation of a waste management business.
In accordance with FASB ASC 450-20, we accrue for legal proceedings, inclusive of legal costs, when losses become probable and reasonably estimable. As of the end of each applicable reporting period, we review each of our legal proceedings to determine whether it is probable, reasonably possible or remote that a liability has been incurred and, if it is at least reasonably possible, whether a range of loss can be reasonably estimated under the provisions of FASB ASC 450-20. In instances where we determine that a loss is probable and we can reasonably estimate a range of loss we may incur with respect to such a matter, we record an accrual for the amount within the range that constitutes our best estimate of the possible loss. If we are able to reasonably estimate a range, but no amount within the range appears to be a better estimate than any other, we record an accrual in the amount that is the low end of such range. When a loss is reasonably possible, but not probable, we will not record an accrual, but we will disclose our estimate of the possible range of loss where such estimate can be made in accordance with FASB ASC 450-20.
Expera Old Town, LLC v. Casella Waste Systems, Inc.
On or about November 6, 2015, Expera Old Town, LLC (“Expera”) filed a lawsuit against us in Maine Superior Court, seeking damages for breach of contract and unjust enrichment and an action for declaratory judgment (“Lawsuit”). Expera was a successor-in-interest to a contract between us and Old Town Fuel and Fiber (“OTFF”), the former owner of a pulp manufacturing facility (“Facility”) located in Old Town, Maine (“Contract”). Expera purchased the Facility during the pendency of the bankruptcy of OTFF. Since the filing of the Lawsuit, Expera has sold the Facility and related assets to MFGR LLC (“MFGR”). MFGR alleged that we had the obligation to provide a specialized type of wood fuel to the Facility or, alternatively, that we owed a “Fuel Replacement Fee” of up to $2,000 a year (subject to the possibility of certain credits against such payments). The Contract was to expire in 2036.
On or about February 10, 2016, we reached an agreement in principle with MFGR to dismiss the Lawsuit with prejudice, and to resolve all outstanding claims of any nature including future claims which could arise under the Contract, and a Joint Stipulation of Dismissal with Prejudice was filed with the Superior Court on April 15, 2016. On or about April 12, 2016, the Parties entered into a Settlement Agreement (“SA”) along with other ancillary agreements. Pursuant to the SA, we will pay MFGR $1,250 upon execution of the SA, and $350 a year for five years following execution of the SA. Accordingly, taking into account the net present value of the settlement payments, we have recorded a reserve of $2,616 as of March 31, 2016. This includes a contract settlement charge of $1,940 and $676 of operating expenses recorded in the fiscal year ended December 31, 2015. We also have reserved $46 as of March 31, 2016 for legal costs associated with the Lawsuit and SA.
We have also entered into a new leachate disposal agreement at market prices with MFGR for the treatment of leachate from the landfill managed by us for the state of Maine located in Old Town, Maine (“Juniper Ridge”), and MFGR has entered into a waste disposal agreement at market prices with us for the disposal at Juniper Ridge of waste materials produced in the demolition or re-purposing of the Facility.
 
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Environmental Remediation Liability
We are subject to liability for environmental damage, including personal injury and property damage, that our solid waste, recycling and power generation facilities may cause to neighboring property owners, particularly as a result of the contamination of drinking water sources or soil, possibly including damage resulting from conditions that existed before we acquired the facilities. We may also be subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if we or our predecessors arrange or arranged to transport, treat or dispose of those materials. The following matters represents our potential or outstanding material claims.
Southbridge Recycling & Disposal Park, Inc.
In October 2015, our Southbridge Recycling and Disposal Park, Inc. (“SRD”) subsidiary reported to the Massachusetts Department of Environmental Protection (“MADEP”) results of analysis of samples collected pursuant to our existing permit from private drinking water wells located near the landfill operated by SRD. Those results indicated the presence of contaminants above the levels triggering notice and response obligations under MADEP regulations. In response to those results, we are carrying out an Immediate Response Action pursuant to state law. Further, we have implemented a plan to analyze and better understand the groundwater near the landfill and we are investigating with the objective of identifying the source or sources of the elevated levels of contamination measured in the well samples. If it is determined that some or all of the contamination originated at the landfill, we will work with the Town of Southbridge, the landfill owner, to evaluate and possibly allocate the liabilities related to that contamination. In February 2016, we received a Notice of Intent to Sue under the Resource Conservation and Recovery Act from a law firm representing residents from approximately 40 homes located in the vicinity of the landfill, indicating its intent to file suit against us. We believe it is reasonably possible that a loss may occur as a result of this potential matter although an estimate of loss cannot be reasonably estimated at this time.
Potsdam Environmental Remediation Liability
On December 20, 2000, the State of New York Department of Environmental Conservation (“DEC”) issued an Order on Consent (“Order”) which named Waste-Stream, Inc. (“WSI”), our subsidiary, General Motors Corporation (“GM”) and Niagara Mohawk Power Corporation (“NiMo”) as Respondents. The Order required that the Respondents undertake certain work on a 25-acre scrap yard and solid waste transfer station owned by WSI in Potsdam, New York, including the preparation of a Remedial Investigation and Feasibility Study (“Study”). A draft of the Study was submitted to the DEC in January 2009 (followed by a final report in May 2009). The Study estimated that the undiscounted costs associated with implementing the preferred remedies would be approximately $10,219. On February 28, 2011, the DEC issued a Proposed Remedial Action Plan for the site and accepted public comments on the proposed remedy through March 29, 2011. We submitted comments to the DEC on this matter. In April 2011, the DEC issued the final Record of Decision (“ROD”) for the site. The ROD was subsequently rescinded by the DEC for failure to respond to all submitted comments. The preliminary ROD, however, estimated that the present cost associated with implementing the preferred remedies would be approximately $12,130. The DEC issued the final ROD in June 2011 with proposed remedies consistent with its earlier ROD. An Order on Consent and Administrative Settlement naming WSI and NiMo as Respondents was executed by the Respondents and DEC with an effective date of October 25, 2013. On January 29, 2016, a Cost-Sharing Agreement was executed between WSI, NiMo, Alcoa Inc. (“Alcoa”) and Reynolds Metal Company (“Reynolds”) whereby Alcoa and Reynolds elected to voluntarily participate in the onsite remediation activities at a 15% participant share. It is unlikely that any significant expenditures relating to onsite remediation will be incurred until the fiscal year ending December 31, 2017. WSI is jointly and severally liable with NiMo, Alcoa and Reynolds for the total cost to remediate.
We have recorded an environmental remediation liability associated with the Potsdam site based on incurred costs to date and estimated costs to complete the remediation in other accrued liabilities and other long-term liabilities. Our expenditures could be significantly higher if costs exceed estimates. We inflate the estimated costs in current dollars to the expected time of payment and discount the total cost to present value using a risk free interest rate of 1.8%. The changes to the environmental remediation liability associated with the Potsdam environmental remediation liability are as follows:

 	  	Three Months Ended
March 31,	 	
 	  	2016	 	  	2015	 	
Beginning balance	  	$	5,221	  	  	$	5,142	  	
Accretion expense	  	 	—  	  	  	 	20	  	
 	  	 	 	 	  	 	 	 	
Ending balance	  	$	5,221	  	  	$	5,162	  	

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7.	STOCKHOLDERS’ EQUITY	
Stock Based Compensation
Shares Available For Issuance
In the fiscal year ended April 30, 2007, we adopted the 2006 Stock Incentive Plan (“2006 Plan”). The 2006 Plan was amended in the fiscal year ended April 30, 2010. Under the 2006 Plan, we may grant awards up to an aggregate amount of shares equal to the sum of: (i) 2,475 shares of Class A common stock (subject to adjustment in the event of stock splits and other similar events), plus (ii) such additional number of shares of Class A common stock as were subject to stock options granted under our 1993 Incentive Stock Option Plan, 1994 Non-statutory Stock Option Plan, 1996 Stock Option Plan, and 1997 Stock Incentive Plan (“Prior Plans”), which were not actually issued under the Prior Plans because such stock options expire or otherwise result in shares not being issued. As of March 31, 2016, there were 546 Class A common stock equivalents available for future grant under the 2006 Plan, inclusive of additional Class A common stock equivalents that were previously issued under our terminated plans and have become available for grant because such awards expired or otherwise resulted in shares not being issued. No awards may be granted under the 2006 Plan after October 10, 2016 and accordingly we expect to implement a new stock incentive plan which would be recommended to stockholders for approval at the 2016 Annual Meeting of Stockholders.
Stock Options
Stock options granted under the 2006 Plan are granted at a price equal to the prevailing fair market value of our Class A common stock at the date of grant. Generally, stock options granted have a term not to exceed ten years and vest over a one to four year period from the date of grant.
The following table summarizes stock option activity:

 	  	Stock Options	 	  	Weighted
Average
Exercise
Price	 	  	Weighted
Average
Remaining
Contractual
Term
(years)	 	  	Aggregate
Intrinsic Value	 	
Outstanding, December 31, 2015	  	 	1,297	  	  	$	7.03	  	  	 	 	 	  	 	 	 	
Granted	  	 	—  	  	  	$	—  	  	  	 	 	 	  	 	 	 	
Exercised	  	 	—  	  	  	$	—  	  	  	 	 	 	  	 	 	 	
Forfeited	  	 	(30	) 	  	$	11.24	  	  	 	 	 	  	 	 	 	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Outstanding, March 31, 2016	  	 	1,267	  	  	$	6.93	  	  	 	5.4	  	  	$	1,717	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Exercisable, March 31, 2016	  	 	932	  	  	$	7.29	  	  	 	4.1	  	  	$	1,388	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Expected to vest, March 31, 2016	  	 	1,266	  	  	$	6.93	  	  	 	5.4	  	  	$	1,715	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Stock-based compensation expense for stock options was $146 during the three months ended March 31, 2016, as compared to $157 during the three months ended March 31, 2015.
As of March 31, 2016, total unrecognized stock-based compensation expense related to outstanding stock options was $1,078, which will be recognized over a weighted average period of 2.1 years.
Other Stock Awards
We grant restricted stock awards, restricted stock units and performance-based stock units under the 2006 Plan at a price equal to the fair market value of our Class A common stock at the date of grant. Restricted stock awards granted to non-employee directors vest incrementally over a three year period beginning on the first anniversary of the date of grant. Restricted stock units vest incrementally over an identified service period beginning on the grant date based on continued employment. Performance-based stock units vest at a future date following the grant date and are based on the attainment of certain performance targets.
 
13

The following table summarizes restricted stock, restricted stock unit and performance-based stock unit activity:

 	 	Restricted Stock,
Restricted Stock Units,
and Performance-Based
Stock Units (1)	 	 	Weighted
Average
Grant Price	 	 	Weighted Average
Remaining
Contractual Term
(years)	 	 	Aggregate Intrinsic
Value	 	
Outstanding, December 31, 2015	 	 	962	  	 	$	4.49	  	 	 	 	 	 	 	 	 	
Granted	 	 	400	  	 	$	6.32	  	 	 	 	 	 	 	 	 	
Class A Common Stock Vested	 	 	(180	) 	 	$	4.19	  	 	 	 	 	 	 	 	 	
Forfeited	 	 	(4	) 	 	$	4.74	  	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Outstanding, March 31, 2016	 	 	1,178	  	 	$	5.16	  	 	 	2.0	  	 	$	1,798	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expected to vest, March 31, 2016	 	 	986	  	 	$	5.09	  	 	 	1.9	  	 	$	1,584	  	

(1)	Performance-based stock units are included at the 100% attainment level. Attainment of the maximum performance targets could result in the issuance of an additional 43 shares of Class A common stock.	
Stock-based compensation expense related to restricted stock, restricted stock units and performance-based stock units was $550 during the three months ended March 31, 2016, as compared to $486 during the three months ended March 31, 2015.
During the three months ended March 31, 2016, the total fair value of other stock awards vested was $1,006.
As of March 31, 2016, total unrecognized compensation expense related to outstanding restricted stock and restricted stock units was $3,839, which will be recognized over a weighted average period of 1.9 years. Maximum unrecognized stock-based compensation expense as of March 31, 2016 related to outstanding performance-based stock units was $451 to be recognized over a weighted average period of 2.8 years.
We also recorded $26 of stock-based compensation expense related to our Amended and Restated 1997 Employee Stock Purchase Plan during the three months ended March 31, 2016, as compared to $17 during the three months ended March 31, 2015.
Accumulated Other Comprehensive (Loss) Income
The changes in the balances of each component of accumulated other comprehensive (loss) income are as follows:

 	  	Marketable
Securities	 	
Balance as of December 31, 2015	  	$	7	  	
Other comprehensive loss before reclassifications	  	 	(83	) 	
Amounts reclassified from accumulated other comprehensive loss	  	 	—  	  	
 	  	 	 	 	
Net current-period other comprehensive loss	  	 	(83	) 	
 	  	 	 	 	
Balance as of March 31, 2016	  	$	(76	) 	

14

8.	EARNINGS PER SHARE	
The following table sets forth the numerator and denominator used in the computation of earnings per share:

 	  	Three Months Ended
March 31,	 	
 	  	2016	 	  	2015	 	
Numerator:	  	 	 	 	  	 	 	 	
Net loss attributable to common stockholders	  	$	(7,608	) 	  	$	(9,271	) 	
 	  	 	 	 	  	 	 	 	
Denominator:	  	 	 	 	  	 	 	 	
Number of shares outstanding, end of period:	  	 	 	 	  	 	 	 	
Class A common stock	  	 	40,243	  	  	 	39,588	  	
Class B common stock	  	 	988	  	  	 	988	  	
Unvested restricted stock	  	 	(115	) 	  	 	(159	) 	
Effect of weighted average shares outstanding	  	 	(120	) 	  	 	—  	  	
 	  	 	 	 	  	 	 	 	
Weighted average common shares outstanding	  	 	40,996	  	  	 	40,417	  	
 	  	 	 	 	  	 	 	 	
Antidilutive potentially issuable shares	  	 	2,445	  	  	 	2,705	  	

9.	FAIR VALUE OF FINANCIAL INSTRUMENTS	
We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data.
We use valuation techniques that maximize the use of market prices and observable inputs and minimize the use of unobservable inputs. In measuring the fair value of our financial assets and liabilities, we rely on market data or assumptions which we believe market participants would use in pricing an asset or a liability.
Assets and Liabilities Accounted for at Fair Value
Our financial instruments for the periods reported below include cash and cash equivalents, restricted investments held in trust on deposit with various banks as collateral for our obligations relative to our landfill final capping, closure and post-closure costs, restricted cash reserved to finance certain capital projects, trade receivables, interest rate derivatives, trade payables and long-term debt. The carrying values of cash and cash equivalents, trade receivables and trade payables approximate their respective fair values due to their short-term nature. The fair value of restricted investments held in trust and restricted cash, which are valued using quoted market prices, are included as restricted assets in the Level 1 tier below. The fair value of the interest rate derivative, included in the Level 2 tier below, was calculated based on a valuation obtained from our counter-party based primarily on the three month LIBOR yield curve that is observable at commonly quoted intervals for the full term of the swap. The interest rate derivative matured on March 15, 2016. We recognize all derivatives on the balance sheet at fair value.
 
15

Our financial assets and liabilities that are measured at fair value on a recurring basis include the following:

 	 	Fair Value Measurement at March 31, 2016 Using:	 	
 	 	Quoted Prices in
Active Markets for
Identical Assets
(Level 1)	 	 	Significant Other
Observable Inputs
(Level 2)	 	 	Significant
Unobservable Inputs
(Level 3)	 	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Restricted assets - landfill closure	 	$	871	  	 	$	—  	  	 	$	—  	  	

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fair Value Measurement at December 31, 2015 Using:	 	
 	 	Quoted Prices in
Active Markets for
Identical Assets
(Level 1)	 	 	Significant Other
Observable Inputs
(Level 2)	 	 	Significant
Unobservable Inputs
(Level 3)	 	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Restricted assets - capital projects	 	$	1,348	  	 	$	—  	  	 	$	—  	  	
Restricted assets - landfill closure	 	 	903	  	 	 	—  	  	 	 	—  	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	2,251	  	 	$	—  	  	 	$	—  	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate derivative	 	$	—  	  	 	$	178	  	 	$	—  	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Fair Value of Debt
As of March 31, 2016, the fair value of our fixed rate debt, including our 2019 Notes, Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 (“FAME Bonds 2005R-2”), Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 (“FAME Bonds 2015”), Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (“Vermont Bonds”), New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 (“New York Bonds”) and Solid Waste Disposal Revenue Bonds Series 2013 issued by the Business Finance Authority of the State of New Hampshire (“New Hampshire Bonds”) was approximately $463,484 and the carrying value was $454,470. The fair value of the 2019 Notes are considered to be Level 1 within the fair value hierarchy as the fair value is based off of a quoted market price in an active market. The fair value of the FAME Bonds 2005R-2, the FAME Bonds 2015, the Vermont Bonds, the New York Bonds and the New Hampshire Bonds is considered to be Level 2 within the fair value hierarchy as the fair value is determined using market approach pricing provided by a third-party that utilizes pricing models and pricing systems, mathematical tools and judgment to determine the evaluated price for the security based on the market information of each of the bonds or securities with similar characteristics.
Although we have determined the estimated fair value amounts of the FAME Bonds 2005R-2, the FAME Bonds 2015, the Vermont Bonds, the New York Bonds and the New Hampshire Bonds using available market information and commonly accepted valuation methodologies, a change in available market information, and/or the use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. These amounts have not been revalued, and current estimates of fair value could differ significantly from the amounts presented. As of March 31, 2016, the fair value of our ABL Facility is considered to be Level 2 within the fair value hierarchy as the fair value approximates its carrying value of $68,000 based on current borrowing rates for similar types of borrowing arrangements. The carrying value of our remaining material variable rate debt, the Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1, approximates fair value because the interest rate for the debt instrument is based on a market index that approximates current market rates for instruments with similar risk and maturities.
 
16

10.	DIVESTITURE TRANSACTIONS	
Maine Energy
In the fiscal year ended April 30, 2013, we executed a purchase and sale agreement with the City of Biddeford, Maine, pursuant to which we agreed to sell the real property of Maine Energy Recovery Company, LP (“Maine Energy”) to the City of Biddeford. We agreed to sell Maine Energy for an undiscounted purchase consideration of $6,650, which was to be paid to us in installments over twenty-one years. The transaction closed in November 2012. In December 2012, we ceased operations of the Maine Energy facility and initiated the decommissioning, demolition and site remediation process in accordance with the provisions of the agreement. We have completed the demolition process and site remediation under the auspices and in accordance with work plans approved by the Maine Department of Environmental Protection and the U.S. Environmental Protection Agency. In consideration of the fact that the project was substantially completed and based on incurred costs to date and estimates at that time regarding the remaining costs to fulfill our obligation under the purchase and sale agreement, we reversed a reserve of $1,157 of excess costs to complete the divestiture in the three months ended March 31, 2015. As of March 31, 2016, we had no remaining costs to complete the divestiture accrued as we had fulfilled our obligation under the agreement.
CARES and Related Transaction
Casella-Altela Regional Environmental Services, LLC (“CARES”) is a joint venture that owned and operated a water and leachate treatment facility for the natural gas drilling industry in Pennsylvania. Our joint venture partner in CARES is Altela, Inc. (“Altela”). As of March 31, 2016, our ownership interest in CARES was 51%. In accordance with FASB ASC 810-10-15, we consolidate the assets, liabilities and results of operations of CARES into our consolidated financial statements due to our controlling financial interest in the joint venture.
On February 9, 2015, we executed a purchase and sale agreement pursuant to which we and Altela agreed to sell certain assets of the CARES water treatment facility to an unrelated third-party. We sold these assets of CARES for purchase consideration of $3,500, resulting in a gain of $2,850 in the three months ended March 31, 2015, 49% of which was attributable to Altela, the noncontrolling interest holder. In connection with this transaction, we also sold certain of our equipment and real estate to the same buyer for total consideration of $1,050, resulting in a gain of $928 in the three months ended March 31, 2015.
As of March 31, 2016, we were proceeding with dissolution of CARES in accordance with the CARES Limited Liability Company Agreement.
 
11.	SEGMENT REPORTING	
We report selected information about operating segments in a manner consistent with that used for internal management reporting. We classify our solid waste operations on a geographic basis through regional operating segments, the Western and Eastern regions. Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal, landfill, landfill gas-to-energy, transfer and recycling services in the northeastern United States. Our revenues in the Recycling segment are derived from municipalities and customers in the form of processing fees, tipping fees and commodity sales. Organics services, ancillary operations, major account and industrial services, discontinued operations, and earnings from equity method investees, as applicable, are included in our Other segment.
Three Months Ended March 31, 2016

Segment	  	Outside
revenues	 	  	Inter-company
revenue	 	 	Depreciation and
amortization	 	  	Operating
income (loss)	 	 	Total assets	 	
Eastern	  	$	38,987	  	  	$	9,536	  	 	$	6,190	  	  	$	(788	) 	 	$	209,315	  	
Western	  	 	52,462	  	  	 	14,852	  	 	 	6,490	  	  	 	2,993	  	 	 	312,369	  	
Recycling	  	 	10,638	  	  	 	631	  	 	 	1,092	  	  	 	(1,074	) 	 	 	48,042	  	
Other	  	 	23,345	  	  	 	280	  	 	 	681	  	  	 	843	  	 	 	50,680	  	
Eliminations	  	 	—  	  	  	 	(25,299	) 	 	 	—  	  	  	 	—  	  	 	 	—  	  	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total	  	$	125,432	  	  	$	—  	  	 	$	14,453	  	  	$	1,974	  	 	$	620,406	  	

17

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Three Months Ended March 31, 2015
 	 	 	 	 	  	 	 	 	 	 	
Segment	  	Outside
revenues	 	  	Inter-company
revenue	 	 	Depreciation and
amortization	 	  	Operating
income (loss)	 	 	Total assets	 	
Eastern	  	$	33,267	  	  	$	8,016	  	 	$	5,237	  	  	$	(485	) 	 	$	205,062	  	
Western	  	 	49,357	  	  	 	14,398	  	 	 	6,738	  	  	 	4,995	  	 	 	325,799	  	
Recycling	  	 	10,294	  	  	 	4	  	 	 	1,116	  	  	 	(2,010	) 	 	 	50,157	  	
Other	  	 	23,659	  	  	 	221	  	 	 	657	  	  	 	626	  	 	 	55,363	  	
Eliminations	  	 	—  	  	  	 	(22,639	) 	 	 	—  	  	  	 	—  	  	 	 	—  	  	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total	  	$	116,577	  	  	$	—  	  	 	$	13,748	  	  	$	3,126	  	 	$	636,381	  	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Amounts of our total revenue attributable to services provided are as follows:

 	  	Three Months Ended
March 31,	 	
 	  	2016	 	  	2015	 	
Collection	  	$	57,851	  	  	$	53,326	  	
Disposal	  	 	32,253	  	  	 	27,767	  	
Power generation	  	 	1,707	  	  	 	2,047	  	
Processing	  	 	973	  	  	 	1,121	  	
 	  	 	 	 	  	 	 	 	
Solid waste operations	  	 	92,784	  	  	 	84,261	  	
Organics	  	 	8,935	  	  	 	9,020	  	
Customer solutions	  	 	13,075	  	  	 	13,002	  	
Recycling	  	 	10,638	  	  	 	10,294	  	
 	  	 	 	 	  	 	 	 	
Total revenues	  	$	125,432	  	  	$	116,577	  	

12.	SUBSIDIARY GUARANTORS	
Our 2019 Notes are guaranteed jointly and severally, fully and unconditionally, by our significant wholly-owned subsidiaries. The Parent is the issuer and a non-guarantor of the 2019 Notes and the Parent has no independent assets or operations. The information which follows presents the condensed consolidating financial position as of March 31, 2016 and December 31, 2015, the consolidating results of operations and comprehensive loss for the three months ended March 31, 2016 and 2015, and the condensed consolidating statements of cash flows for the three months ended March 31, 2016 and 2015 of (a) the Parent company only, (b) the combined guarantors (“Guarantors”), each of which is 100% wholly-owned by the Parent, (c) the combined non-guarantors (“Non-Guarantors”), (d) eliminating entries and (e) the consolidated total.
 
18

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2016
(in thousands)

 	  	Parent	 	 	Guarantors	 	 	Non-
Guarantors	 	 	Elimination	 	 	Consolidated	 	
ASSETS	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
CURRENT ASSETS:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	  	$	1,434	  	 	$	201	  	 	$	13	  	 	$	—  	  	 	$	1,648	  	
Accounts receivable - trade, net	  	 	388	  	 	 	52,646	  	 	 	—  	  	 	 	—  	  	 	 	53,034	  	
Refundable income taxes	  	 	660	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	660	  	
Prepaid expenses	  	 	3,960	  	 	 	5,461	  	 	 	—  	  	 	 	—  	  	 	 	9,421	  	
Inventory	  	 	—  	  	 	 	4,474	  	 	 	—  	  	 	 	—  	  	 	 	4,474	  	
Other current assets	  	 	402	  	 	 	1,093	  	 	 	—  	  	 	 	—  	  	 	 	1,495	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total current assets	  	 	6,844	  	 	 	63,875	  	 	 	13	  	 	 	—  	  	 	 	70,732	  	
 	 	 	 	 	 	
Property, plant and equipment, net	  	 	6,323	  	 	 	390,784	  	 	 	—  	  	 	 	—  	  	 	 	397,107	  	
Goodwill	  	 	—  	  	 	 	118,976	  	 	 	—  	  	 	 	—  	  	 	 	118,976	  	
Intangible assets, net	  	 	—  	  	 	 	8,728	  	 	 	—  	  	 	 	—  	  	 	 	8,728	  	
Restricted assets	  	 	—  	  	 	 	871	  	 	 	—  	  	 	 	—  	  	 	 	871	  	
Cost method investments	  	 	12,333	  	 	 	1,932	  	 	 	—  	  	 	 	(1,932	) 	 	 	12,333	  	
Investments in subsidiaries	  	 	9,989	  	 	 	—  	  	 	 	—  	  	 	 	(9,989	) 	 	 	—  	  	
Other non-current assets	  	 	1,587	  	 	 	10,072	  	 	 	—  	  	 	 	—  	  	 	 	11,659	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	  	 	30,232	  	 	 	531,363	  	 	 	—  	  	 	 	(11,921	) 	 	 	549,674	  	
 	 	 	 	 	 	
Intercompany receivable	  	 	490,611	  	 	 	(453,566	) 	 	 	(38,977	) 	 	 	1,932	  	 	 	—  	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	  	$	527,687	  	 	$	141,672	  	 	$	(38,964	) 	 	$	(9,989	) 	 	$	620,406	  	

 	  	Parent	 	 	Guarantors	 	 	Non -
Guarantors	 	 	Elimination	 	 	Consolidated	 	
LIABILITIES AND STOCKHOLDERS’ DEFICIT	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
CURRENT LIABILITIES:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current maturities of long-term debt and capital leases	  	$	98	  	 	$	1,360	  	 	$	—  	  	 	$	—  	  	 	$	1,458	  	
Accounts payable	  	 	15,468	  	 	 	23,342	  	 	 	(1	) 	 	 	—  	  	 	 	38,809	  	
Accrued payroll and related expenses	  	 	1,629	  	 	 	3,950	  	 	 	—  	  	 	 	—  	  	 	 	5,579	  	
Accrued interest	  	 	5,148	  	 	 	25	  	 	 	—  	  	 	 	—  	  	 	 	5,173	  	
Current accrued capping, closure and post-closure costs	  	 	—  	  	 	 	703	  	 	 	3	  	 	 	—  	  	 	 	706	  	
Other accrued liabilities	  	 	8,667	  	 	 	9,993	  	 	 	—  	  	 	 	—  	  	 	 	18,660	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total current liabilities	  	 	31,010	  	 	 	39,373	  	 	 	2	  	 	 	—  	  	 	 	70,385	  	
 	 	 	 	 	 	
Long-term debt and capital leases, less current portion	  	 	510,302	  	 	 	2,918	  	 	 	—  	  	 	 	—  	  	 	 	513,220	  	
Accrued capping, closure and post-closure costs,	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
less current portion	  	 	—  	  	 	 	41,518	  	 	 	31	  	 	 	—  	  	 	 	41,549	  	
Deferred income taxes	  	 	5,695	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	5,695	  	
Other long-term liabilities	  	 	9,175	  	 	 	8,898	  	 	 	—  	  	 	 	—  	  	 	 	18,073	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
STOCKHOLDERS’ DEFICIT:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Casella Waste Systems, Inc. stockholders’ deficit	  	 	(28,495	) 	 	 	48,965	  	 	 	(38,976	) 	 	 	(9,989	) 	 	 	(28,495	) 	
Noncontrolling interests	  	 	—  	  	 	 	—  	  	 	 	(21	) 	 	 	—  	  	 	 	(21	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stockholders’ deficit	  	 	(28,495	) 	 	 	48,965	  	 	 	(38,997	) 	 	 	(9,989	) 	 	 	(28,516	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	  	$	527,687	  	 	$	141,672	  	 	$	(38,964	) 	 	$	(9,989	) 	 	$	620,406	  	

19

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2015
(in thousands)

 	 	Parent	 	 	Guarantors	 	 	Non-
Guarantors	 	 	Elimination	 	 	Consolidated	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	1,939	  	 	$	252	  	 	$	121	  	 	$	—  	  	 	$	2,312	  	
Accounts receivable - trade, net	 	 	438	  	 	 	59,729	  	 	 	—  	  	 	 	—  	  	 	 	60,167	  	
Refundable income taxes	 	 	651	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	651	  	
Prepaid expenses	 	 	2,612	  	 	 	5,058	  	 	 	—  	  	 	 	—  	  	 	 	7,670	  	
Inventory	 	 	—  	  	 	 	4,282	  	 	 	—  	  	 	 	—  	  	 	 	4,282	  	
Other current assets	 	 	520	  	 	 	1,066	  	 	 	—  	  	 	 	—  	  	 	 	1,586	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total current assets	 	 	6,160	  	 	 	70,387	  	 	 	121	  	 	 	—  	  	 	 	76,668	  	
 	 	 	 	 	 	
Property, plant and equipment, net	 	 	6,220	  	 	 	396,032	  	 	 	—  	  	 	 	—  	  	 	 	402,252	  	
Goodwill	 	 	—  	  	 	 	118,976	  	 	 	—  	  	 	 	—  	  	 	 	118,976	  	
Intangible assets, net	 	 	8	  	 	 	9,244	  	 	 	—  	  	 	 	—  	  	 	 	9,252	  	
Restricted assets	 	 	1,348	  	 	 	903	  	 	 	—  	  	 	 	—  	  	 	 	2,251	  	
Cost method investments	 	 	12,333	  	 	 	1,932	  	 	 	—  	  	 	 	(1,932	) 	 	 	12,333	  	
Investments in subsidiaries	 	 	7,744	  	 	 	—  	  	 	 	—  	  	 	 	(7,744	) 	 	 	—  	  	
Other non-current assets	 	 	1,587	  	 	 	10,350	  	 	 	—  	  	 	 	—  	  	 	 	11,937	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	29,240	  	 	 	537,437	  	 	 	—  	  	 	 	(9,676	) 	 	 	557,001	  	
 	 	 	 	 	 	
Intercompany receivable	 	 	499,977	  	 	 	(462,932	) 	 	 	(38,977	) 	 	 	1,932	  	 	 	—  	  	

 	 	$	535,377	  	 	$	144,892	  	 	$	(38,856	) 	 	$	(7,744	) 	 	$	633,669	  	

 	 	Parent	 	 	Guarantors	 	 	Non -
Guarantors	 	 	Elimination	 	 	Consolidated	 	
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
CURRENT LIABILITIES:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current maturities of long-term debt and capital leases	 	$	96	  	 	$	1,352	  	 	$	—  	  	 	$	—  	  	 	$	1,448	  	
Accounts payable	 	 	16,203	  	 	 	28,504	  	 	 	214	  	 	 	—  	  	 	 	44,921	  	
Accrued payroll and related expenses	 	 	2,994	  	 	 	5,181	  	 	 	—  	  	 	 	—  	  	 	 	8,175	  	
Accrued interest	 	 	12,292	  	 	 	13	  	 	 	—  	  	 	 	—  	  	 	 	12,305	  	
Current accrued capping, closure and post-closure costs	 	 	—  	  	 	 	729	  	 	 	3	  	 	 	—  	  	 	 	732	  	
Other accrued liabilities	 	 	7,693	  	 	 	10,072	  	 	 	—  	  	 	 	—  	  	 	 	17,765	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total current liabilities	 	 	39,278	  	 	 	45,851	  	 	 	217	  	 	 	—  	  	 	 	85,346	  	
 	 	 	 	 	 	
Long-term debt and capital leases, less current portion	 	 	502,949	  	 	 	3,036	  	 	 	—  	  	 	 	—  	  	 	 	505,985	  	
Accrued capping, closure and post-closure costs, less current portion	 	 	—  	  	 	 	40,279	  	 	 	30	  	 	 	—  	  	 	 	40,309	  	
Deferred income taxes	 	 	5,595	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	5,595	  	
Other long-term liabilities	 	 	9,078	  	 	 	8,953	  	 	 	—  	  	 	 	—  	  	 	 	18,031	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
STOCKHOLDERS’ DEFICIT:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Casella Waste Systems, Inc. stockholders’ deficit	 	 	(21,523	) 	 	 	46,773	  	 	 	(39,029	) 	 	 	(7,744	) 	 	 	(21,523	) 	
Noncontrolling interests	 	 	—  	  	 	 	—  	  	 	 	(74	) 	 	 	—  	  	 	 	(74	) 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stockholders’ deficit	 	 	(21,523	) 	 	 	46,773	  	 	 	(39,103	) 	 	 	(7,744	) 	 	 	(21,597	) 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	535,377	  	 	$	144,892	  	 	$	(38,856	) 	 	$	(7,744	) 	 	$	633,669	  	

20

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2016
(in thousands)

 	  	Parent	 	 	Guarantors	 	 	Non -
Guarantors	 	 	Elimination	 	 	Consolidated	 	
Revenues	  	$	—  	  	 	$	125,432	  	 	$	—  	  	 	$	—  	  	 	$	125,432	  	
Operating expenses:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of operations	  	 	9	  	 	 	90,398	  	 	 	11	  	 	 	—  	  	 	 	90,418	  	
General and administration	  	 	(169	) 	 	 	18,755	  	 	 	1	  	 	 	—  	  	 	 	18,587	  	
Depreciation and amortization	  	 	276	  	 	 	14,177	  	 	 	—  	  	 	 	—  	  	 	 	14,453	  	

 	  	 	116	  	 	 	123,330	  	 	 	12	  	 	 	—  	  	 	 	123,458	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	  	 	(116	) 	 	 	2,102	  	 	 	(12	) 	 	 	—  	  	 	 	1,974	  	

Other expense (income):	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	  	 	—  	  	 	 	(104	) 	 	 	—  	  	 	 	—  	  	 	 	(104	) 	
Interest expense	  	 	9,962	  	 	 	68	  	 	 	—  	  	 	 	—  	  	 	 	10,030	  	
(Gain) loss on debt extinguishment	  	 	(48	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(48	) 	
Earnings from consolidated entities	  	 	(2,258	) 	 	 	—  	  	 	 	—  	  	 	 	2,258	  	 	 	—  	  	
Other income	  	 	(15	) 	 	 	(126	) 	 	 	—  	  	 	 	—  	  	 	 	(141	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other expense, net	  	 	7,641	  	 	 	(162	) 	 	 	—  	  	 	 	2,258	  	 	 	9,737	  	

Loss before income taxes	  	 	(7,757	) 	 	 	2,264	  	 	 	(12	) 	 	 	(2,258	) 	 	 	(7,763	) 	
(Benefit) provision for income taxes	  	 	(149	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(149	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	  	 	(7,608	) 	 	 	2,264	  	 	 	(12	) 	 	 	(2,258	) 	 	 	(7,614	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Less: Net (loss) income attributable to noncontrolling interests	  	 	—  	  	 	 	—  	  	 	 	(6	) 	 	 	—  	  	 	 	(6	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss attributable to common stockholders	  	$	(7,608	) 	 	$	2,264	  	 	$	(6	) 	 	$	(2,258	) 	 	$	(7,608	) 	

21

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2015
(in thousands)

 	  	Parent	 	 	Guarantors	 	 	Non -
Guarantors	 	 	Elimination	 	 	Consolidated	 	
 	 	 	 	 	 	
Revenues	  	$	—  	  	 	$	116,453	  	 	$	124	  	 	$	—  	  	 	$	116,577	  	
 	 	 	 	 	 	
Operating expenses:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of operations	  	 	(83	) 	 	 	87,679	  	 	 	237	  	 	 	—  	  	 	 	87,833	  	
General and administration	  	 	(117	) 	 	 	16,938	  	 	 	(16	) 	 	 	—  	  	 	 	16,805	  	
Depreciation and amortization	  	 	223	  	 	 	13,525	  	 	 	—  	  	 	 	—  	  	 	 	13,748	  	
Divestiture transactions	  	 	—  	  	 	 	(2,085	) 	 	 	(2,850	) 	 	 	—  	  	 	 	(4,935	) 	

 	  	 	23	  	 	 	116,057	  	 	 	(2,629	) 	 	 	—  	  	 	 	113,451	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	  	 	(23	) 	 	 	396	  	 	 	2,753	  	 	 	—  	  	 	 	3,126	  	

Other expense (income):	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	  	 	(47	) 	 	 	(94	) 	 	 	—  	  	 	 	—  	  	 	 	(141	) 	
Interest expense	  	 	9,988	  	 	 	53	  	 	 	85	  	 	 	—  	  	 	 	10,126	  	
(Gain) loss on debt extinguishment	  	 	521	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	521	  	
Loss on derivative instruments	  	 	151	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	151	  	
Earnings from consolidated entities	  	 	(1,924	) 	 	 	—  	  	 	 	—  	  	 	 	1,924	  	 	 	—  	  	
Other income	  	 	(37	) 	 	 	(127	) 	 	 	—  	  	 	 	—  	  	 	 	(164	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other expense, net	  	 	8,652	  	 	 	(168	) 	 	 	85	  	 	 	1,924	  	 	 	10,493	  	

Loss before income taxes	  	 	(8,675	) 	 	 	564	  	 	 	2,668	  	 	 	(1,924	) 	 	 	(7,367	) 	
(Benefit) provision for income taxes	  	 	596	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	596	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	  	 	(9,271	) 	 	 	564	  	 	 	2,668	  	 	 	(1,924	) 	 	 	(7,963	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Less: Net (loss) income attributable to noncontrolling interests	  	 	—  	  	 	 	—  	  	 	 	1,308	  	 	 	—  	  	 	 	1,308	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss attributable to common stockholders	  	$	(9,271	) 	 	$	564	  	 	$	1,360	  	 	$	(1,924	) 	 	$	(9,271	) 	

22

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS
THREE MONTHS ENDED MARCH 31, 2016
(in thousands)

 	  	Parent	 	 	Guarantors	 	 	Non -
Guarantors	 	 	Elimination	 	 	Consolidated	 	
 	 	 	 	 	 	
Net loss	  	$	(7,608	) 	 	$	2,264	  	 	$	(12	) 	 	$	(2,258	) 	 	$	(7,614	) 	
Other comprehensive loss, net of tax:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized loss resulting from changes in fair value of marketable securities	  	 	—  	  	 	 	(83	) 	 	 	—  	  	 	 	—  	  	 	 	(83	) 	

Other comprehensive loss, net of tax	  	 	—  	  	 	 	(83	) 	 	 	—  	  	 	 	—  	  	 	 	(83	) 	

Comprehensive loss	  	 	(7,608	) 	 	 	2,181	  	 	 	(12	) 	 	 	(2,258	) 	 	 	(7,697	) 	
 	 	 	 	 	 	
Less: Comprehensive loss attributable to noncontrolling interests	  	 	—  	  	 	 	—  	  	 	 	(6	) 	 	 	—  	  	 	 	(6	) 	

Comprehensive (loss) income attributable to common stockholders	  	$	(7,608	) 	 	$	2,181	  	 	$	(6	) 	 	$	(2,258	) 	 	$
	(7,691
	) 

 
23

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS
THREE MONTHS ENDED MARCH 31, 2015
(in thousands)

 	  	Parent	 	 	Guarantors	 	 	Non -
Guarantors	 	  	Elimination	 	 	Consolidated	 	
 	 	 	 	 	 	
Net loss	  	$	(9,271	) 	 	$	564	  	 	$	2,668	  	  	$	(1,924	) 	 	$	(7,963	) 	
Other comprehensive loss, net of tax:	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Unrealized loss resulting from changes in fair value of marketable securities	  	 	—  	  	 	 	(34	) 	 	 	—  	  	  	 	—  	  	 	 	(34	) 	

Other comprehensive loss, net of tax	  	 	—  	  	 	 	(34	) 	 	 	—  	  	  	 	—  	  	 	 	(34	) 	

Comprehensive loss	  	 	(9,271	) 	 	 	530	  	 	 	2,668	  	  	 	(1,924	) 	 	 	(7,997	) 	
 	 	 	 	 	 	
Less: Comprehensive (loss) income attributable to noncontrolling interests	  	 	—  	  	 	 	—  	  	 	 	1,308	  	  	 	—  	  	 	 	1,308	  	

Comprehensive loss attributable to common stockholders	  	$	(9,271	) 	 	$	530	  	 	$	1,360	  	  	$	(1,924	) 	 	$	(9,305	) 	

24

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2016
(in thousands)

 	  	Parent	 	 	Guarantors	 	 	Non-Guarantors	 	 	Elimination	 	  	Consolidated	 	
 	 	 	 	 	 	
Net cash provided by (used in) operating activities	  	$	(6,711	) 	 	$	8,543	  	 	$	(108	) 	 	$	—  	  	  	$	1,724	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Cash Flows from Investing Activities:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Additions to property, plant and equipment	  	 	(371	) 	 	 	(9,477	) 	 	 	—  	  	 	 	—  	  	  	 	(9,848	) 	
Payments on landfill operating lease contracts	  	 	—  	  	 	 	(500	) 	 	 	—  	  	 	 	—  	  	  	 	(500	) 	
Proceeds from sale of property and equipment	  	 	—  	  	 	 	359	  	 	 	—  	  	 	 	—  	  	  	 	359	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Net cash used in investing activities	  	 	(371	) 	 	 	(9,618	) 	 	 	—  	  	 	 	—  	  	  	 	(9,989	) 	
Cash Flows from Financing Activities:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Proceeds from long-term borrowings	  	 	64,300	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	  	 	64,300	  	
Principal payments on long-term debt	  	 	(57,838	) 	 	 	(110	) 	 	 	—  	  	 	 	—  	  	  	 	(57,948	) 	
Payments of debt issuance costs	  	 	(99	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	  	 	(99	) 	
Change in restricted cash	  	 	1,348	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	  	 	1,348	  	
Intercompany borrowings	  	 	(1,134	) 	 	 	1,134	  	 	 	—  	  	 	 	—  	  	  	 	—  	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Net cash provided by financing activities	  	 	6,577	  	 	 	1,024	  	 	 	—  	  	 	 	—  	  	  	 	7,601	  	
Net (decrease) increase in cash and cash equivalents	  	 	(505	) 	 	 	(51	) 	 	 	(108	) 	 	 	—  	  	  	 	(664	) 	
Cash and cash equivalents, beginning of period	  	 	1,939	  	 	 	252	  	 	 	121	  	 	 	—  	  	  	 	2,312	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Cash and cash equivalents, end of period	  	$	1,434	  	 	$	201	  	 	$	13	  	 	$	—  	  	  	$	1,648	  	

25

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2015
(in thousands)

 	  	Parent	 	 	Guarantors	 	 	Non-Guarantors	 	 	Elimination	 	  	Consolidated	 	
 	 	 	 	 	 	
Net cash provided by (used in) operating activities	  	$	(10,886	) 	 	$	5,604	  	 	$	(413	) 	 	$	—  	  	  	$	(5,695	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Cash Flows from Investing Activities:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Additions to property, plant and equipment	  	 	(516	) 	 	 	(3,928	) 	 	 	—  	  	 	 	—  	  	  	 	(4,444	) 	
Payments on landfill operating lease contracts	  	 	—  	  	 	 	(478	) 	 	 	—  	  	 	 	—  	  	  	 	(478	) 	
Payments related to investments	  	 	—  	  	 	 	1,555	  	 	 	(1,555	) 	 	 	—  	  	  	 	—  	  	
Proceeds from divestiture transactions	  	 	—  	  	 	 	1,050	  	 	 	3,500	  	 	 	—  	  	  	 	4,550	  	
Proceeds from sale of property and equipment	  	 	—  	  	 	 	89	  	 	 	—  	  	 	 	—  	  	  	 	89	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Net cash used in investing activities	  	 	(516	) 	 	 	(1,712	) 	 	 	1,945	  	 	 	—  	  	  	 	(283	) 	
Cash Flows from Financing Activities:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Proceeds from long-term borrowings	  	 	197,573	  	 	 	18	  	 	 	—  	  	 	 	—  	  	  	 	197,591	  	
Principal payments on long-term debt	  	 	(186,267	) 	 	 	(233	) 	 	 	—  	  	 	 	—  	  	  	 	(186,500	) 	
Payments of debt issuance costs	  	 	(6,852	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	  	 	(6,852	) 	
Change in restricted cash	  	 	4,086	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	  	 	4,086	  	
Distributions to noncontrolling interest holder	  	 	—  	  	 	 	—  	  	 	 	(1,495	) 	 	 	—  	  	  	 	(1,495	) 	
Intercompany borrowings	  	 	3,707	  	 	 	(3,707	) 	 	 	—  	  	 	 	—  	  	  	 	—  	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Net cash provided by financing activities	  	 	12,247	  	 	 	(3,922	) 	 	 	(1,495	) 	 	 	—  	  	  	 	6,830	  	
Net (decrease) increase in cash and cash equivalents	  	 	845	  	 	 	(30	) 	 	 	37	  	 	 	—  	  	  	 	852	  	
Cash and cash equivalents, beginning of period	  	 	1,596	  	 	 	253	  	 	 	356	  	 	 	—  	  	  	 	2,205	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Cash and cash equivalents, end of period	  	$	2,441	  	 	$	223	  	 	$	393	  	 	$	—  	  	  	$
	3,057

 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
 
26

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included under Item 1. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission (“SEC”) on March 2, 2016.
This Quarterly Report on Form 10-Q and, in particular, this Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain or incorporate a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended (“Exchange Act”), including:
 
•	 	expected liquidity and financing plans;	
 
•	 	expected future revenues, operations, expenditures and cash needs;	
 
•	 	fluctuations in the commodity pricing of our recyclables, increases in landfill tipping fees and fuel costs and general economic and weather conditions;	
 
•	 	projected future obligations related to final capping, closure and post-closure costs of our existing landfills and any disposal facilities which we may own or operate in the future;	
 
•	 	our ability to use our net operating losses and tax positions;	
 
•	 	our ability to service our debt obligations;	
 
•	 	the projected development of additional disposal capacity or expectations regarding permits for existing capacity;	
 
•	 	the recoverability or impairment of any of our assets or goodwill;	
 
•	 	estimates of the potential markets for our products and services, including the anticipated drivers for future growth;	
 
•	 	sales and marketing plans or price and volume assumptions;	
 
•	 	the outcome of any legal or regulatory matter;	
 
•	 	actions of activist investors and the cost and disruption of responding to those actions;	
 
•	 	potential business combinations or divestitures; and	
 
•	 	projected improvements to our infrastructure and the impact of such improvements on our business and operations.	
In addition, any statements contained in or incorporated by reference into this report that are not statements of historical fact should be considered forward-looking statements. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate, as well as management’s beliefs and assumptions, and should be read in conjunction with our consolidated financial statements and notes thereto. These forward-looking statements are not guarantees of future performance, circumstances or events. The occurrence of the events described and the achievement of the expected results depends on many events, some or all of which are not predictable or within our control. Actual results may differ materially from those set forth in the forward-looking statements.
There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, without limitation, those detailed in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. There may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. We explicitly disclaim any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by law.
 
27

Company Overview
Founded in 1975 with a single truck, Casella Waste Systems, Inc., a Delaware corporation, its wholly-owned subsidiaries and certain partially owned entities over which it has a controlling financial interest (collectively, “we”, “us” or “our”), is a regional, vertically-integrated solid waste services company. We provide resource management expertise and services to residential, commercial, municipal and industrial customers, primarily in the areas of solid waste collection and disposal, transfer, recycling and organics services. We provide integrated solid waste services in six states: Vermont, New Hampshire, New York, Massachusetts, Maine and Pennsylvania, with our headquarters located in Rutland, Vermont. We manage our solid waste operations on a geographic basis through two regional operating segments, the Eastern and Western regions, each of which provides a full range of solid waste services, and our larger-scale recycling and commodity brokerage operations through our Recycling segment. Organics services, ancillary operations, major account and industrial services, discontinued operations, and earnings from equity method investees are included in our Other segment, as applicable.
As of April 15, 2016, we owned and/or operated 34 solid waste collection operations, 44 transfer stations, 18 recycling facilities, nine Subtitle D landfills, four landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition (“C&D”) materials.
Results of Operations
Revenues
We manage our solid waste operations, which include a full range of solid waste services, on a geographic basis through two regional operating segments, which we designate as the Eastern and Western regions. Revenues in our Eastern and Western regions consist primarily of fees charged to customers for solid waste collection and disposal, landfill, landfill gas-to-energy, transfer and recycling services. We derive a substantial portion of our collection revenues from commercial, industrial and municipal services that are generally performed under service agreements or pursuant to contracts with municipalities. The majority of our 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 our disposal facilities and transfer stations. We also generate and sell electricity at certain of our landfill facilities. In addition, revenues from our Recycling segment consist of revenues derived from municipalities and customers in the form of processing fees, tipping fees and commodity sales. Revenues from organics services, ancillary operations, and major account and industrial services are included in our Other segment. Our revenues are shown net of inter-company eliminations.
Revenues attributable to service provided (dollars in millions) are as follows:

 	  	 	 	  	 	 	 	 	 	  	 	 	 	$ Change	 	 	% Growth
of Total
Revenues	 	 	
 	  	Three Months Ended March 31,	 	 	 	 	 	 	 	 	 	
 	  	2016	 	 	2015	 	 	 	 	 	 	 	 	 	
Collection	  	$	57.8	  	  	 	46.1	% 	 	$	53.3	  	  	 	45.7	% 	 	$	4.5	  	 	 	3.9	% 	 	 	
Disposal	  	 	32.3	  	  	 	25.7	% 	 	 	27.8	  	  	 	23.9	% 	 	 	4.5	  	 	 	3.8	% 	 	 	
Power generation	  	 	1.7	  	  	 	1.4	% 	 	 	2.1	  	  	 	1.8	% 	 	 	(0.4	) 	 	 	(0.3	)% 	 	 	
Processing	  	 	1.0	  	  	 	0.8	% 	 	 	1.1	  	  	 	0.9	% 	 	 	(0.1	) 	 	 	(0.1	)% 	 	 	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	
Solid waste operations	  	 	92.8	  	  	 	74.0	% 	 	 	84.3	  	  	 	72.3	% 	 	 	8.5	  	 	 	7.3	% 	 	 	
Organics	  	 	8.9	  	  	 	7.1	% 	 	 	9.0	  	  	 	7.7	% 	 	 	(0.1	) 	 	 	(0.1	)% 	 	 	
Customer solutions	  	 	13.1	  	  	 	10.4	% 	 	 	13.0	  	  	 	11.2	% 	 	 	0.1	  	 	 	0.1	% 	 	 	
Recycling	  	 	10.6	  	  	 	8.5	% 	 	 	10.3	  	  	 	8.8	% 	 	 	0.3	  	 	 	0.3	% 	 	 	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	  	$	125.4	  	  	 	100.0	% 	 	$	116.6	  	  	 	100.0	% 	 	$	8.8	  	 	 	7.6	% 	 	 	

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The period-to-period change in total solid waste revenues (dollars in millions) is as follows:

 	 	 	 	Period-to-Period
Change for the Three Months Ended
March 31, 2016 vs. 2015	 	
 	 	 	 	Amount	 	 	% of Growth	 	
Price	 	 	 	$	4.0	  	 	 	3.4	% 	
Volume	 	 	 	 	5.3	  	 	 	4.5	% 	
Commodity price and volume	 	 	 	 	(0.5	) 	 	 	(0.4	)% 	
Acquisitions and divestitures	 	 	 	 	(0.3	) 	 	 	(0.2	)% 	
 	 	 	 	 	 	 	 	 	 	 	
Total solid waste	 	 	 	$	8.5	  	 	 	7.3	% 	
 	 	 	 	 	 	 	 	 	 	 	
Solid waste revenues
Price.
 
•	 	The price change component in quarterly total solid waste revenues growth is the result of $3.6 million from favorable collection pricing, including a floating sustainability recycling adjustment fee to mitigate recycling commodity risk, and $0.4 million from favorable disposal pricing associated with our landfills and transfer stations.	
Volume.
 
•	 	The volume change component in quarterly total solid waste revenues growth is the result of $4.1 million from disposal volume increases (of which $1.4 million relates to higher transfer station volumes, $2.4 million relates to higher landfill volumes, and $0.3 million relates to higher transportation volumes) and $1.2 million from higher collection volumes.	
Commodity price and volume.
 
•	 	The commodity price and volume change component in quarterly total solid waste revenues growth is primarily the result of $0.6 million from unfavorable energy pricing at our landfill gas-to-energy operations and unfavorable commodity pricing, partially offset by $0.2 million from higher landfill gas-to-energy volumes.	
Acquisitions and divestitures.
 
•	 	The acquisitions and divestitures change component in quarterly total solid waste revenues growth is the result of the divestiture of a business in May 2015.	
Organics revenues
 
•	 	Quarterly revenues decreased primarily as the result of slightly lower volumes.	
Customer Solutions revenues
 
•	 	Quarterly revenues increased primarily as the result of higher volumes.	
Recycling revenues
 
•	 	Quarterly revenues increased from higher commodity volumes and higher tipping fees, partially offset by unfavorable commodity prices in the marketplace.	
 
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Operating Expenses
Cost of operations, general and administration expense and depreciation and amortization expense (dollars in millions and as a percentage of revenues) are as follows:

 	  	Three Months Ended March 31,	 	 	 	 	  	 	 	
 	  	2016	 	 	2015	 	 	$ Change	 	  	% Change	 	
Cost of operations	  	$	90.4	  	  	 	72.1	% 	 	$	87.8	  	  	 	75.3	% 	 	$	2.6	  	  	 	2.9	% 	
General and administration	  	$	18.6	  	  	 	14.8	% 	 	$	16.8	  	  	 	14.4	% 	 	$	1.8	  	  	 	10.6	% 	
Depreciation and amortization	  	$	14.5	  	  	 	11.5	% 	 	$	13.8	  	  	 	11.9	% 	 	$	0.7	  	  	 	5.1	% 	
Cost of Operations
Cost of operations includes labor costs, tipping fees paid to third-party disposal facilities, fuel costs, maintenance and repair costs of vehicles and equipment, workers’ compensation and vehicle insurance costs, the cost of purchasing materials to be recycled, third-party transportation costs, district and state taxes, and host community fees and royalties. Cost of operations also includes accretion expense related to final capping, closure and post-closure obligations, leachate treatment and disposal costs and depletion of landfill operating lease obligations.
The period-to-period change in cost of operations can be primarily attributed to the following:
 
•	 	Direct operational costs increased $2.3 million due to: higher gas control and other landfill operating costs; higher leachate disposal costs at certain landfills in our Eastern region; higher landfill operating lease amortization on higher volumes at certain landfills in our Western region; higher equipment rental costs in our Eastern and Western regions; higher host royalty fees in our Eastern and Western regions; and higher self-insurance automobile costs in our Eastern region.	
 
•	 	Maintenance and repair costs increased $0.9 million due to higher maintenance costs in our Recycling segment, and higher facility maintenance and fleet maintenance costs in our Eastern region.	
 
•	 	Labor and related benefit costs increased $0.5 million due to additional labor and related benefit costs on higher volumes in our Eastern region.	
 
•	 	Third-party direct costs decreased $0.2 million due to: lower purchased material costs in our Customer Solutions business; lower disposal costs in our Organics business; and lower commodity prices in the market place. These costs were partially offset by higher costs associated with increased collection and disposal volumes from organic customer growth in our Eastern and Western regions, and higher hauling and transportation costs in our Customer Solutions business.	
 
•	 	Fuel costs decreased $0.9 million due to lower diesel fuel prices in the marketplace. The favorable impact associated with lower diesel fuel prices was offset by interrelated higher inter-company tipping fees, lower fuel and oil recovery fees, lower recycling commodity pricing and lower energy pricing revenues during the three months ended March 31, 2016.	
General and Administration
General and administration expense includes management, clerical and administrative compensation, bad debt expense, as well as overhead costs, professional service fees and costs associated with marketing, sales force and community relations efforts.
The period-to-period change in general and administration expense can be primarily attributed to the following:
 
•	 	Labor and related benefit costs increased $1.2 million primarily due to higher estimated incentive compensation.	
 
•	 	Professional fees increased $0.5 million primarily due to higher legal, accounting and audit fees.	
Depreciation and Amortization
Depreciation and amortization includes: (i) depreciation of property and equipment (including assets recorded for capital leases, on a straight-line basis over the estimated useful lives of the assets); (ii) amortization of landfill costs (including those costs incurred and all estimated future costs for landfill development and construction, along with asset retirement costs arising from closure and post-closure obligations) on a units-of-consumption method as landfill airspace is consumed over the total estimated remaining capacity of
 
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a site, which includes both permitted capacity and unpermitted expansion capacity that meets our criteria for amortization purposes; (iii) amortization of landfill asset retirement costs arising from final capping obligations on a units-of-consumption method as airspace is consumed over the estimated capacity associated with each final capping event; and (iv) amortization of intangible assets with a definite life, using either an economic benefit provided approach or a straight-line basis over the definitive terms of the related agreements.
The components of depreciation and amortization expense (dollars in millions and as a percentage of revenues) are as follows:

 	  	Three Months Ended March 31,	 	 	 	 	
 	  	2016	 	 	2015	 	 	$ Change	 	
Depreciation expense	  	$	8.4	  	  	 	6.7	% 	 	$	8.3	  	  	 	7.1	% 	 	$	0.1	  	
Landfill amortization expense	  	 	5.5	  	  	 	4.4	% 	 	 	4.7	  	  	 	4.1	% 	 	 	0.8	  	
Other amortization expense	  	 	0.6	  	  	 	0.4	% 	 	 	0.8	  	  	 	0.7	% 	 	 	(0.2	) 	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
 	  	$	14.5	  	  	 	11.5	% 	 	$	13.8	  	  	 	11.9	% 	 	$	0.7	  	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
The period-to-period change in depreciation and amortization expense can be primarily attributed to increased landfill amortization expense due to higher landfill volumes in both our Eastern and Western regions and an overall increase in our average amortization rate.
Divestiture Transactions
In the three months ended March 31, 2015, we recorded a gain of $4.9 million associated with the divestiture of Maine Energy Recovery Company, LP (“Maine Energy”) and the sale of certain assets of the Casella-Altela Regional Environmental Services, LLC (“CARES”) water treatment facility, along with certain other equipment and real estate of ours, to a third-party. See Note 10,  Divestiture Transactions  to our consolidated financial statements included under Item 1 of this Quarterly Report on Form 10-Q for further disclosure.
Other Expenses
Interest Expense, net
Our interest expense, net decreased $0.1 million in the three months ended March 31, 2016 as compared to the same period in the prior year. The change in interest expense is primarily due to lower average debt balances in the three months ended March 31, 2016 and changes to our capitalization structure. Specifically, in order to reduce costs and our exposure to financing and interest rate risk, we repurchased and retired $18.9 million of our most expensive debt, the 7.75% 2019 Notes, since September 2015; we completed the issuance of $15.0 million of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 (“FAME Bonds 2015”) in August 2015; and we completed the refinancing of our senior revolving credit and letter of credit facility that was due March 2016 (“Senior Credit Facility”), which included the issuance of an additional $60.0 million of 2019 Notes, in February 2015.
(Gain) Loss on Debt Extinguishment
We recorded a less than $0.1 million gain on debt extinguishment in the three months ended March 31, 2016 associated with the below par repurchase of $4.2 million aggregate principal amount of 2019 Notes and a $0.5 million loss on debt extinguishment in the three months ended March 31, 2015 associated with the refinancing of our Senior Credit Facility. See Note 5,  Long-Term Debt  to our consolidated financial statements included under Item 1 of this Quarterly Report on Form 10-Q for further disclosure.
Loss on Derivative Instruments
We were party to an interest rate derivative agreement for an interest rate swap that was not considered to be an effective cash flow hedge, which matured in the three months ended March 31, 2016. We recognized the change in fair value of the interest rate swap along with any cash settlements through earnings as a (gain) or loss on derivative instruments.
 
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(Benefit) Provision for Income Taxes
Our provision for income taxes decreased $0.7 million to an income tax benefit during the three months ended March 31, 2016 as compared to the same period in the prior year. The (benefit) and provision for income taxes include approximately $0.1 million and $0.2 million deferred tax provisions for the three months ended March 31, 2016 and March 31, 2015, respectively, due to the increase in the deferred tax liability for indefinite lived assets. Since we cannot determine when the deferred tax liability related to indefinite lived assets will reverse, this amount cannot be used as a future source of taxable income against which to benefit deferred tax assets.
In connection with New York State’s audit of our tax returns for fiscal years ended April 30, 2011 through 2013, the State had alleged that we were not permitted to file a single combined corporation franchise tax return with our subsidiaries. During the three months ended March 31, 2015, as a result of discussions with New York State, we decided to settle the audit for an amount less than 8.0% of the total cumulative liability in order to minimize the out-of-pocket costs and potential litigation. As a result of these discussions, we recorded a $0.2 million gross increase in uncertain tax positions in the three months ended March 31, 2015 related to the settlement with New York State. This settlement was finalized in August 2015 for $0.2 million. As a result of these discussions, as well as a net unfavorable reversal of a portion of other positions due to the expiration of the statute of limitations, we recorded an increase in the reserve for uncertain tax positions of $0.4 million during the three months ended March 31, 2015. During the three months ended March 31, 2016, we recorded a decrease in the reserve for uncertain tax positions of $0.3 million due to the expiration of the statute of limitations on other positions.
Segment Reporting
Revenues and operating income (loss) by operating segment (in millions) are as follows:

 	  	Revenues	 	 	Operating Income (Loss)	 	
 	  	Three Months Ended March 31,	 	  	 	 	 	Three Months Ended March 31,	 	 	 	 	
Segment	  	2016	 	  	2015	 	  	$ Change	 	 	2016	 	 	2015	 	 	$ Change	 	
Eastern	  	$	39.0	  	  	$	33.3	  	  	$	5.7	  	 	$	(0.8	) 	 	$	(0.5	) 	 	$	(0.3	) 	
Western	  	 	52.5	  	  	 	49.4	  	  	 	3.1	  	 	 	3.0	  	 	 	5.0	  	 	 	(2.0	) 	
Recycling	  	 	10.6	  	  	 	10.3	  	  	 	0.3	  	 	 	(1.1	) 	 	 	(2.0	) 	 	 	0.9	  	
Other	  	 	23.3	  	  	 	23.6	  	  	 	(0.3	) 	 	 	0.9	  	 	 	0.6	  	 	 	0.3	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	  	$	125.4	  	  	$	116.6	  	  	$	8.8	  	 	$	2.0	  	 	$	3.1	  	 	$	(1.1	) 	
 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Eastern Region
The period-to-period change in total solid waste revenues (dollars in millions) is as follows:

 	 	 	 	Period-to-Period
Change for the Three Months Ended
March 31, 2016 vs. 2015	 	
Eastern Region	 	 	 	Amount	 	 	% of Growth	 	
Price	 	 	 	$	1.6	  	 	 	4.9	% 	
Volume	 	 	 	 	3.8	  	 	 	11.5	% 	
Commodity price and volume	 	 	 	 	0.3	  	 	 	0.8	% 	
 	 	 	 	 	 	 	 	 	 	 	
Total solid waste	 	 	 	$	5.7	  	 	 	17.2	% 	
 	 	 	 	 	 	 	 	 	 	 	
Price.
 
•	 	The price change component in quarterly total solid waste revenues growth is the result of $1.3 million from favorable collection pricing, including a floating sustainability recycling adjustment fee, and $0.3 million from favorable disposal pricing related to transfer stations and landfills.	
Volume.
 
•	 	The volume change component in quarterly total solid waste revenues growth is the result of $2.1 million from higher disposal volumes (of which $1.3 million relates to higher landfill volumes and $0.8 million relates to higher transfer station volumes) and $1.7 million from higher collection volumes.	
 
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Commodity price and volume.
 
•	 	The commodity price and volume change component in quarterly total solid waste revenues growth is primarily the result of $0.2 million from higher landfill gas-to-energy pricing.	
After taking into consideration the $1.2 million impact of the Maine Energy divestiture reserve reversal in the three months ended March 31, 2015, our operating performance in the three months ended March 31, 2016 improved due to the revenue growth outlined above, partially offset by the following cost changes:
 
•	 	Cost of operations: Cost of operations increased by $4.5 million primarily due to the following: higher third-party disposal costs associated with higher collection and disposal volumes from organic customer growth; higher direct operational costs (including higher gas control and other landfill operating costs, higher leachate disposal costs, higher host royalty fees, higher equipment rental costs, and higher self-insurance automobile costs); and higher maintenance and repair costs (including higher facility and fleet maintenance costs).	
 
•	 	Depreciation and amortization: Depreciation and amortization expense increased $1.0 million primarily due to higher landfill amortization expense associated with higher landfill volumes and an increase in the amortization rate at our Southbridge landfill.	
Western Region
The period-to-period change in revenues (dollars in millions) is as follows:

 	 	Period-to-Period
Change for the Three Months Ended
March 31, 2016 vs. 2015	 	
Western Region	 	Amount	 	 	% of Growth	 	
Price	 	$	2.4	  	 	 	4.8	% 	
Volume	 	 	1.7	  	 	 	3.5	% 	
Commodity price and volume	 	 	(0.7	) 	 	 	(1.4	)% 	
Acquisitions and divestitures	 	 	(0.3	) 	 	 	(0.6	)% 	
 	 	 	 	 	 	 	 	 	
Total solid waste	 	$	3.1	  	 	 	6.3	% 	
 	 	 	 	 	 	 	 	 	
Price.
 
•	 	The price change component in quarterly total solid waste revenues growth is primarily the result of favorable collection pricing, including a floating sustainability recycling adjustment fee.	
Volume.
 
•	 	The volume change component in quarterly total solid waste revenues growth is the result of $2.3 million from higher disposal volumes (of which $1.1 million relates to higher landfill volumes, $0.6 million relates to higher transportation volumes and $0.6 million relates to higher transfer station volumes), partially offset by $0.5 million from lower collection volumes and $0.1 million from lower processing volumes.	
Commodity price and volume.
 
•	 	The commodity price and volume change component in quarterly total solid waste revenues growth is the result of $0.8 million of unfavorable energy pricing, partially offset by $0.1 million of favorable volumes within our landfill gas-to-energy operations.	
Acquisitions and divestitures.
 
•	 	The acquisitions and divestitures change component in quarterly total solid waste revenues growth is the result of the divestiture of a business in May 2015.	
 
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After taking into consideration the $3.8 million impact of the gain associated with the disposal of certain assets of the CARES water treatment facility and certain of our equipment and real estate in a related transaction in the three months ended March 31, 2015, our operating performance in the three months ended March 31, 2016 improved due to the revenue growth outlined above, partially offset by the following cost changes:
 
•	 	Cost of operations: Cost of operations increased by $1.2 million primarily due to higher third-party disposal and hauling costs associated with organic customer growth and higher direct operational costs (including higher gas control and other landfill operating costs, higher host royalty fees, and higher equipment rental costs), partially offset by lower diesel fuel prices in the marketplace.	
Recycling
Improved operating performance is the result of increased revenues from tipping fees associated with higher commodity volumes and reduced rebates to offset lower recycling commodity pricing, more than covering the impact of higher labor costs and higher maintenance costs.
Liquidity and Capital Resources
We continually monitor our actual and forecasted cash flows, our liquidity and our capital requirements in order to properly manage our cash needs based on the capital intensive nature of our business. Our capital requirements include fixed asset purchases (including capital expenditures for vehicles), debt servicing, landfill development and cell construction, landfill site and cell closure, as well as acquisitions. We generally meet our liquidity needs from operating cash flows and borrowings from a revolving credit facility.
Cash and cash equivalents, restricted assets and long-term debt balances (in millions) are as follows:

 	 	March 31,
2016	 	 	December 31,
2015	 	
Cash and cash equivalents	 	$	1.6	  	 	$	2.3	  	

Restricted assets:	 	 	 	 	 	 	 	 	
Capital projects	 	$	—  	  	 	$	1.4	  	
Landfill closure	 	 	0.9	  	 	 	0.9	  	
 	 	 	 	 	 	 	 	 	
Total restricted assets	 	$	0.9	  	 	$	2.3	  	

Long-term debt:	 	 	 	 	 	 	 	 	
Current portion	 	$	1.5	  	 	$	1.4	  	
Long-term portion	 	 	513.2	  	 	 	506.0	  	
 	 	 	 	 	 	 	 	 	
Total long-term debt	 	$	514.7	  	 	$	507.4	  	
 	 	 	 	 	 	 	 	 	
Summary of Cash Flow Activity
Cash flows (in millions) are as follows:

 	 	Three Months Ended March 31,	 	 	 	 	
 	 	2016	 	 	2015	 	 	$ Change	 	
Net cash provided by (used in) operating activities	 	$	1.7	  	 	$	(5.7	) 	 	$	7.4	  	
Net cash used in investing activites	 	$	(10.0	) 	 	$	(0.3	) 	 	$	(9.7	) 	
Net cash provided by financing activities	 	$	7.6	  	 	$	6.8	  	 	$	0.8	  	
 
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Net cash provided by (used in) operating activities.
Operating cash flows (in millions) are as follows:

 	  	Three Months Ended
March 31,	 	
 	  	2016	 	  	2015	 	
Net loss	  	$	(7.6	) 	  	$	(8.0	) 	
Adjustments to reconcile net loss to net cash provided by (used in) operating activities	  	 	 	 	  	 	 	 	
Depreciation and amortization	  	 	14.5	  	  	 	13.7	  	
Depletion of landfill operating lease obligations	  	 	1.9	  	  	 	1.7	  	
Interest accretion on landfill and environmental remediation liabilities	  	 	0.9	  	  	 	0.8	  	
Amortization of debt issuance costs and discount on long-term debt	  	 	1.0	  	  	 	1.0	  	
Stock-based compensation	  	 	0.7	  	  	 	0.7	  	
Gain on sale of property and equipment	  	 	(0.2	) 	  	 	—  	  	
Gain on divestiture	  	 	—  	  	  	 	(5.0	) 	
(Gain) loss on debt extinguishment	  	 	—  	  	  	 	0.5	  	
Loss on derivative instruments	  	 	—  	  	  	 	0.2	  	
Deferred income taxes	  	 	0.1	  	  	 	—  	  	
 	  	 	 	 	  	 	 	 	
Adjusted net income before changes in assets and liabilities, net	  	 	11.3	  	  	 	5.6	  	
Changes in assets and liabilites, net	  	 	(9.6	) 	  	 	(11.3	) 	
 	  	 	 	 	  	 	 	 	
Net cash provided by (used in) operating activities	  	$	1.7	  	  	$	(5.7	) 	
 	  	 	 	 	  	 	 	 	
The most significant items affecting the change in our operating cash flows are summarized below:
 
•	 	Improved operational performance in the three months ended March 31, 2016 as revenues increased by $8.8 million, whereas cost of operations and general and administration expenses increased only $4.4 million, a decrease of 2.8% as a percentage of revenues.	
 
•	 	Improved cash flow impact associated with the changes in our assets and liabilities, net of effects of acquisitions and divestitures, which are affected by both cost changes and the timing of payments. The improvement in the three months ended March 31, 2016 was the result of the favorable cash flow impacts associated with accounts receivable and accounts payable, partially offset by the unfavorable cash flow impact associated with prepaid expenses, inventories and other assets.	
Net cash used in investing activities.
The most significant items affecting the change in our investing cash flows are summarized below:
 
•	 	Capital expenditures. Capital expenditures were $5.4 million higher in the three months ended March 31, 2016 primarily due to increased spend on various landfill development projects, as well as higher fleet, machinery, equipment and container purchases.	
 
•	 	Proceeds from divestiture transactions. We sold certain assets of the CARES water treatment facility and other equipment of ours for cash consideration of $4.5 million in the three months ended March 31, 2015.	
Net cash provided by financing activities.
The most significant items affecting the change in our financing cash flows are summarized below:
 
•	 	Debt activity. We had both a decrease in debt borrowings of $133.3 million and debt payments of $128.6 million, associated primarily with the issuance of an additional $60.0 million of 2019 Notes and the refinancing of our Senior Credit Facility in the three months ended March 31, 2015. In the three months ended March 31, 2016, we repurchased and permanently retired $4.2 million aggregate principal amount of 2019 Notes at a repurchase price of $96.75 in order to maximize interest savings by paying down our most expensive debt.	
 
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•	 	Change in restricted cash. We used the remaining $1.3 million of restricted cash associated with the issuance of FAME Bonds 2015 in the three months ended March 31, 2016 to pay down the senior secured asset-based revolving credit and letter of credit facility due February 2020 (“ABL Facility”) borrowings for costs incurred to fund certain capital projects in the state of Maine. In the three months ended March 31, 2015, we used $4.1 million of the restricted cash associated with the issuance of the New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bond Series 2014 (“New York Bonds”) to pay down ABL Facility borrowings used to finance certain capital projects in the state of New York.	
 
•	 	Payments of financing costs. We made $6.9 million of debt issuance cost payments in the three months ended March 31, 2015 related to the issuance of an additional $60.0 million of 2019 Notes and the refinancing of our Senior Credit Facility, as compared to $0.1 million of debt issuance cost payments in the three months ended March 31, 2016.	
 
•	 	Distribution to noncontrolling interest holder. We distributed $1.5 million in the three months ended March 31, 2015 to Altela, Inc. associated with the disposal of certain assets of CARES as a part of the continued dissolution of the business.	
Outstanding Long-Term Debt
Asset-Based Lending Facility
The ABL Facility consists of a revolving credit facility with loans thereunder being available up to an aggregate principal amount of $190.0 million, subject to availability under a borrowing base formula as defined in the ABL Facility agreement. We have the right to request, at our discretion, an increase in the amount of loans under the ABL Facility by an aggregate amount of $100.0 million, subject to the terms and conditions set forth in the ABL Facility agreement. Interest accrues at LIBOR plus between 1.75% and 2.50%, subject to the terms of the ABL Facility agreement and is set at LIBOR plus 2.25% as of March 31, 2016. The ABL Facility matures on February 26, 2020. If we fail to refinance the 2019 Notes on or before November 16, 2018, the maturity date of the ABL Facility will be November 16, 2018. The ABL Facility is guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries and is collateralized by certain qualified accounts receivable-trade, inventory and property, plant and equipment.
The ABL Facility agreement requires us to maintain minimum consolidated EBITDA for the twelve months preceding the measurement date measured at the end of each fiscal quarter. Minimum consolidated EBITDA is a non-GAAP financial measure that should not be considered an alternative to any measure of financial performance calculated and presented in accordance with generally accepted accounting principles in the United States. As of March 31, 2016, we were in compliance with the minimum consolidated EBITDA financial covenant contained in the ABL Facility agreement as follows (in millions):

Asset-Based Revolving Credit Facility Financial Covenants	  	Twelve Months Ended
March 31, 2016	 	  	Covenant Requirements at
March 31, 2016	 	
Minimum consolidated EBITDA (1)	  	$	114.4	  	  	$	75.0 Min.	  	
 
(1)	Minimum consolidated EBITDA is based on operating results for the twelve months preceding the measurement date, March 31, 2016. Based on the minimum consolidated EBITDA, our consolidated leverage ratio, as defined in the ABL Facility agreement, was 4.64 as of March 31, 2016. The consolidated leverage ratio is used to set pricing according to the ABL Facility agreement and there is no financial covenant associated with this ratio. A reconciliation of net cash provided by operating activities to minimum consolidated EBITDA is as follows (in millions):	

 	 	Twelve Months Ended
March 31, 2016	 	
Net cash provided by operating activities	 	$	77.9	  	
 	 	
Changes in assets and liabilities, net of effects of acquisitions and divestitures	 	 	(3.1	) 	
Divestiture transactions	 	 	0.6	  	
Gain on sale of property and equipment	 	 	0.3	  	
Loss on debt extinguishment	 	 	(0.4	) 	
Stock based compensation, net of excess tax benefit	 	 	(3.0	) 	
Impairment of investments	 	 	(2.1	) 	
Loss on derivative instruments	 	 	(0.1	) 	
Interest expense, less amortization of debt issuance costs and discount on long-term debt	 	 	36.2	  	
Provision for income taxes, net of deferred taxes	 	 	(0.3	) 	
EBITDA adjustment as allowed by the ABL Facility agreement	 	 	0.3	  	
Other adjustments as allowed by the ABL Facility agreement	 	 	8.1	  	

Minimum consolidated EBITDA	 	$	114.4	  	

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If the borrowing availability is less than a minimum availability threshold determined in accordance with the ABL Facility agreement, we are then subject to additional financial ratio covenants. As of March 31, 2016, our borrowing availability was greater than the minimum availability threshold as follows (in millions):

 	  	Amount	 	  	Minimum Availability
Threshold	 	
Availability (2)	  	$	43.8	  	  	$	23.8	  	
 
(2)	As of March 31, 2016, borrowing availability was calculated as a borrowing base of $138.1 million, less revolver borrowings of $68.0 million, less outstanding irrevocable letters of credit totaling $26.3 million, at which date no amount had been drawn.	
As of March 31, 2016, our additional financial ratio covenants, as defined in the ABL Facility agreement (if they would have been applicable) were as follows:

Asset-Based Revolving Credit Facility Financial Ratio Covenants	  	Twelve Months Ended
March 31, 2016	 	  	Limits at
March 31, 2016	 	
Minimum fixed charge coverage ratio	  	 	1.77	  	  	 	1.00 Min.	  	
Maximum consolidated first lien leverage ratio	  	 	0.63	  	  	 	2.00 Max.	  	
Based on the seasonality of our business, operating results in the late fall, winter and early spring months are generally lower than the remainder of our fiscal year. Given the cash flow impact that this seasonality, the capital intensive nature of our business and the timing of debt payments has on our business, we typically incur higher debt borrowings from the ABL Facility in order to meet our liquidity needs during these times. Consequently, our availability and performance against our financial covenants tighten during these times as well.
In addition to the financial covenants described above, the ABL Facility agreement also contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. As of March 31, 2016, we were in compliance with all covenants under the ABL Facility agreement. We do not believe that these restrictions impact our ability to meet future liquidity needs.
 
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Tax-Exempt Financings
New York Bonds
As of March 31, 2016, we had outstanding $25.0 million aggregate principal amount of New York Bonds. The New York Bonds, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 3.75% per annum through December 1, 2019, at which time they may be converted from a fixed rate to a variable rate, and interest is payable on June 1 and December 1 of each year. An additional $15.0 million aggregate principal amount of New York Bonds may be offered under the same indenture in the future. The New York Bonds mature on December 1, 2044. We borrowed the proceeds of the New York Bonds to repay borrowings under our Senior Credit Facility for qualifying property, plant and equipment assets purchased in the state of New York.
Maine Bonds
As of March 31, 2016, we had outstanding $21.4 million aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 (“FAME Bonds 2005R-2”). The FAME Bonds 2005R-2, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 6.25% per annum through January 31, 2017, at which time they may be converted from a fixed to a variable rate, and interest is payable semiannually in arrears on February 1 and August 1 of each year. The FAME Bonds 2005R-2 mature on January 1, 2025.
As of March 31, 2016, we had outstanding $3.6 million aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1 (“FAME Bonds 2005R-1”). The FAME Bonds 2005R-1 are variable rate bonds secured by a letter of credit issued by our administrative agent bank and interest is payable semiannually in arrears on February 1 and August 1 of each year. The FAME Bonds 2005R-1 mature on January 1, 2025. We borrowed the proceeds of the FAME Bonds 2005R-1 and 2005R-2 to pay for certain costs relating to the following: landfill development and construction; the acquisition of vehicles, containers and related equipment for solid waste collection and transportation services; improvements to existing solid waste disposal, hauling, transfer station and other facilities; other infrastructure improvements; and the acquisition of machinery and equipment for solid waste disposal operations owned and operated by us, or a related party, all located in the state of Maine.
As of March 31, 2016, we had outstanding $15.0 million aggregate principal amount of FAME Bonds 2015. The FAME Bonds 2015, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 5.125% per annum through August 1, 2025, at which time they may be converted from a fixed to a variable rate, and interest is payable semiannually in arrears on February 1 and August 1 of each year. An additional $15.0 million aggregate principal amount of FAME Bonds 2015 may be offered under the same indenture in the future. The FAME Bonds 2015 mature on August 1, 2035. We borrowed the proceeds of the offering of the FAME Bonds 2015 to finance or refinance the costs of certain of our solid waste landfill facilities and solid waste collection, organics and transfer, recycling and hauling facilities, and to pay for the costs of the issuance of the FAME Bonds 2015.
Vermont Bonds
As of March 31, 2016, we had outstanding $16.0 million aggregate principal amount Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (“Vermont Bonds”). The Vermont Bonds, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 4.75% per annum through April 1, 2018, at which time they may be converted from a fixed rate to a variable rate, and interest is payable semiannually in arrears on April 1 and October 1 of each year. The Vermont Bonds mature on April 1, 2036. We borrowed the proceeds of the Vermont Bonds to repay borrowings under our Senior Credit Facility for qualifying property, plant and equipment assets purchased in the state of Vermont.
New Hampshire Bonds
As of March 31, 2016, we had outstanding $11.0 million aggregate principal amount of Solid Waste Disposal Revenue Bonds Series 2013 issued by the Business Finance Authority of the State of New Hampshire (“New Hampshire Bonds”). The New Hampshire Bonds, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 4.00% per annum through October 1, 2019, at which time they may be converted from a fixed rate to a variable rate, and interest is payable in arrears on April 1 and October 1 of each year. The New Hampshire Bonds mature on April 1, 2029. We borrowed the proceeds of the New Hampshire Bonds to repay borrowings under our Senior Credit Facility for qualifying property, plant and equipment assets purchased in the state of New Hampshire.
 
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Senior Subordinated Notes
As of March 31, 2016, we had outstanding $366.1 million aggregate principal amount of 2019 Notes, which will mature on February 15, 2019. The 2019 Notes accrue interest at the rate of 7.75% per annum and interest is payable semiannually in arrears on February 15 and August 15 of each year. The 2019 Notes are fully and unconditionally guaranteed on a senior subordinated basis by substantially all of our existing and future domestic restricted subsidiaries that guarantee our ABL Facility.
The indenture governing the 2019 Notes contains certain negative covenants which restrict, among other things, our ability to sell assets, make investments in joint ventures, pay dividends, repurchase stock, incur debt, grant liens and issue preferred stock. As of March 31, 2016, we were in compliance with all covenants under the indenture governing the 2019 Notes, and we do not believe that these restrictions impact our ability to meet future liquidity needs except that they may impact our ability to increase our investments in non-wholly owned entities, including the joint ventures to which we are already party.
Shelf Registration
We have filed a universal shelf registration statement with the SEC pursuant to which we may from time to time issue securities in an amount of up to $190.0 million, after giving consideration to the $60.0 million aggregate principal amount of additional 2019 Notes we issued in February 2015 pursuant to the registration statement.
Inflation
Although inflationary increases in costs have affected our historical operating margins, we believe that inflation generally has not had a significant impact on our operating results. Consistent with industry practice, most of our contracts provide for a pass-through of certain costs to our customers, including increases in landfill tipping fees and in some cases fuel costs, intended to mitigate the impact of inflation on our operating results. We have also implemented a number of operating efficiency programs that seek to improve productivity and reduce our service costs, and a fuel and oil recovery fee, which is designed to recover escalating fuel price fluctuations above an annually reset floor. Based on these implementations, we believe we should be able to sufficiently offset most cost increases resulting from inflation. However, competitive factors may require us to absorb at least a portion of these cost increases. Additionally, management’s estimates associated with inflation have had, and will continue to have, an impact on our accounting for landfill and environmental remediation liabilities.
Regional Economic Conditions
Our business is primarily located in the northeastern United States. Therefore, our 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. We are unable to forecast or determine the timing and/or the future impact of a sustained economic slowdown.
Seasonality and Severe Weather
Our transfer and disposal revenues historically have been higher in the late spring, summer and early fall months. This seasonality reflects lower volumes of waste in the late fall, winter and early spring months because:
 
•	 	the volume of waste relating to C&D activities decreases substantially during the winter months in the northeastern United States; and	
 
•	 	decreased tourism in Vermont, New Hampshire, 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 increased volume from the ski industry.	
 
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Because certain of our operating and fixed costs remain constant throughout the fiscal year, operating income is therefore impacted by a similar seasonality. Our operations can also be adversely affected by periods of inclement or severe weather, which could increase our operating costs associated with the collection and disposal of waste, delay the collection and disposal of waste, reduce the volume of waste delivered to our disposal sites, increase the volume of waste collected under our existing contracts (without corresponding compensation), decrease the throughput and operating efficiency of our materials recycling facilities, or delay construction or expansion of our landfill sites and other facilities. Our operations can also be favorably affected by severe weather, which could increase the volume of waste in situations where we are able to charge for our additional services provided.
Our Recycling segment experiences increased volumes of fiber in November and December due to increased newspaper advertising and retail activity during the holiday season.
Limitations on Ownership of Notes
Pursuant to Section 2.19 of the indenture governing the 2019 Notes and the provisions of the FAME Bonds 2015, FAME Bonds 2005R-2, New Hampshire Bonds, New York Bonds and Vermont Bonds, no beneficial holder of the 2019 Notes, FAME Bonds 2015, FAME Bonds 2005R-2, New Hampshire Bonds, New York Bonds and/or Vermont Bonds is permitted to knowingly acquire 2019 Notes, FAME Bonds 2015, FAME Bonds 2005R-2, New Hampshire Bonds, New York Bonds and/or Vermont Bonds if such person would own 10% or more of the consolidated debt for which relevant subsidiaries of ours are obligated (and must dispose of 2019 Notes, FAME Bonds 2015, FAME Bonds 2005R-2, New Hampshire Bonds, New York Bonds and/or Vermont Bonds or other debt of ours to the extent such person becomes aware of exceeding such threshold), if such ownership would require consent of any regulatory authority under applicable law or regulation governing solid waste operators and such consent has not been obtained. We will furnish to the holders of the 2019 Notes, FAME Bonds 2015, FAME Bonds 2005R-2, New Hampshire Bonds, New York Bonds and Vermont Bonds, in each quarterly and annual report, the dollar amount of our debt that would serve as the threshold for evaluating a beneficial holder’s compliance with these ownership restrictions. As of March 31, 2016, that dollar amount was $52.2 million.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, as applicable, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Adoption of New Accounting Pronouncements
For a description of the new accounting standards adopted that may affect us, see Note 2 to our consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Volatility
Information about market risks as of March 31, 2016, does not differ materially from that described in Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
 
40

ITEM 4. CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2016, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
b) Changes in internal controls over financial reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
41

PART II.
ITEM 1. LEGAL PROCEEDINGS
Legal Proceedings
In the ordinary course of our business and as a result of the extensive governmental regulation of the solid waste industry, we are subject to various judicial and administrative proceedings involving state and local agencies. In these proceedings, an agency may seek to impose fines or to revoke or deny renewal of an operating permit held by us. From time to time, we may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills and transfer stations, or allegations of environmental damage or violations of the permits and licenses pursuant to which we operate. In addition, we have been named defendants in various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the ordinary operation of the waste management business.
Expera Old Town, LLC v. Casella Waste Systems, Inc.
On or about November 6, 2015, Expera Old Town, LLC (“Expera”) filed a lawsuit against us in Maine Superior Court, seeking damages for breach of contract and unjust enrichment and an action for declaratory judgment (the “Lawsuit”). Expera was a successor-in-interest to a contract between us and Old Town Fuel and Fiber (“OTFF”), the former owner of a pulp manufacturing facility (“Facility”) located in Old Town, Maine (the “Contract”). Expera purchased the Facility during the pendency of the bankruptcy of OTFF. Since the filing of the Lawsuit, Expera has sold the Facility and related assets to MFGR LLC (“MFGR”). MFGR alleged that we had the obligation to provide a specialized type of wood fuel to the Facility or, alternatively, that we owed a “Fuel Replacement Fee” of up to $2.0 million a year (subject to the possibility of certain credits against such payments). The Contract was to expire in 2036.
On or about February 10, 2016, we reached an agreement in principle with MFGR to dismiss the Lawsuit with prejudice, and to resolve all outstanding claims of any nature including future claims which could arise under the Contract, and a Joint Stipulation of Dismissal with Prejudice was filed with the Superior Court on April 15, 2016. On or about April 12, 2016, the Parties entered into a Settlement Agreement (“SA”) along with other ancillary agreements. Pursuant to the SA, we will pay MFGR $1.3 million upon execution of the SA, and $0.4 million a year for five years following execution of the SA. Accordingly, taking into account the net present value of the settlement payments, we have recorded a reserve of $2.6 million as of March 31, 2016. This includes a contract settlement charge of $1.9 million and $0.7 million of operating expenses recorded in the fiscal year ended December 31, 2015. We also have reserved less than $0.1 million as of March 31, 2016 for legal costs associated with the Lawsuit and SA
We have also entered into a new leachate disposal agreement at market prices with MFGR for the treatment of leachate from the landfill managed by us for the State of Maine located in Old Town, Maine (“Juniper Ridge”), and MFGR has entered into a waste disposal agreement at market prices with us for the disposal at Juniper Ridge of waste materials produced in the demolition or re-purposing of the Facility.
Environmental Remediation Liability
We are subject to liability for environmental damage, including personal injury and property damage, that our solid waste, recycling and power generation facilities may cause to neighboring property owners, particularly as a result of the contamination of drinking water sources or soil, possibly including damage resulting from conditions that existed before we acquired the facilities. We may also be subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if we or our predecessors arrange or arranged to transport, treat or dispose of those materials. The following matters represents our potential or outstanding material claims.
Southbridge Recycling & Disposal Park, Inc.
In October 2015, our Southbridge Recycling and Disposal Park, Inc. (“SRD”) subsidiary reported to the Massachusetts Department of Environmental Protection (“MADEP”) results of analysis of samples collected pursuant to our existing permit from private drinking water wells located near the landfill operated by SRD. Those results indicated the presence of contaminants above the levels triggering notice and response obligations under MADEP regulations. In response to those
 
42

results, we are carrying out an Immediate Response Action pursuant to state law. Further, we have implemented a plan to analyze and better understand the groundwater near the landfill and we are investigating with the objective of identifying the source or sources of the elevated levels of contamination measured in the well samples. If it is determined that some or all of the contamination originated at the landfill, we will work with the Town of Southbridge, the landfill owner, to evaluate and possibly allocate the liabilities related to that contamination. In February 2016, we received a Notice of Intent to Sue under the Resource Conservation and Recovery Act from a law firm representing residents from approximately 40 homes located in the vicinity of the landfill, indicating its intent to file suit against us. The existence of those contaminants and any related lawsuit or other action could delay our ongoing permitting activities at Southbridge and result in costs and liabilities, each of which could have a material impact on our results of operations and financial condition.
Potsdam Environmental Remediation Liability
On December 20, 2000, the State of New York Department of Environmental Conservation (“DEC”) issued an Order on Consent (“Order”) which named Waste-Stream, Inc. (“WSI”), our subsidiary, General Motors Corporation (“GM”) and Niagara Mohawk Power Corporation (“NiMo”) as Respondents. The Order required that the Respondents undertake certain work on a 25-acre scrap yard and solid waste transfer station owned by WSI in Potsdam, New York, including the preparation of a Remedial Investigation and Feasibility Study (“Study”). A draft of the Study was submitted to the DEC in January 2009 (followed by a final report in May 2009). The Study estimated that the undiscounted costs associated with implementing the preferred remedies would be approximately $10.2 million. On February 28, 2011, the DEC issued a Proposed Remedial Action Plan for the site and accepted public comments on the proposed remedy through March 29, 2011. We submitted comments to the DEC on this matter. In April 2011, the DEC issued the final Record of Decision (“ROD”) for the site. The ROD was subsequently rescinded by the DEC for failure to respond to all submitted comments. The preliminary ROD, however, estimated that the present cost associated with implementing the preferred remedies would be approximately $12.1 million. The DEC issued the final ROD in June 2011 with proposed remedies consistent with its earlier ROD. An Order on Consent and Administrative Settlement naming WSI and NiMo as Respondents was executed by the Respondents and DEC with an effective date of October 25, 2013. On January 29, 2016, a Cost-Sharing Agreement was executed between WSI, NiMo, Alcoa Inc. (“Alcoa”) and Reynolds Metal Company (“Reynolds”) whereby Alcoa and Reynolds elected to voluntarily participate in the onsite remediation activities at a 15% participant share. It is unlikely that any significant expenditures relating to onsite remediation will be incurred until the fiscal year ending December 31, 2017. WSI is jointly and severally liable with NiMo, Alcoa and Reynolds for the total cost to remediate.
We have recorded an environmental remediation liability associated with the Potsdam site based on incurred costs to date and estimated costs to complete the remediation in other accrued liabilities and other long-term liabilities. Our expenditures could be significantly higher if costs exceed estimates. We inflate the estimated costs in current dollars to the expected time of payment and discount the total cost to present value using a risk free interest rate of 1.8%. The changes to the environmental remediation liability associated with the Potsdam environmental remediation liability are as follows:

 	  	Three Months Ended March 31,	 	
 	  	2016	 	  	2015	 	
Beginning balance	  	$	5.2	  	  	$	5.1	  	
Accretion expense	  	 	—  	  	  	 	0.1	  	
 	  	 	 	 	  	 	 	 	
Ending balance	  	$	5.2	  	  	$	5.2	  	
 	  	 	 	 	  	 	 	 	
ITEM 1A. RISK FACTORS
Our business is subject to a number of risks, including those identified in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period to period. As of March 31, 2016, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. We may disclose additional changes to our risk factors or disclose additional factors from time to time in our future filings with the SEC.
 
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ITEM 6. EXHIBITS
The exhibits that are filed as part of this Quarterly Report on Form 10-Q or that are incorporated by reference herein are set forth in the Exhibit Index hereto.
SIGNATURE
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.	
 	 	 	 	
Date: May 5, 2016	 	 	 	By:	 	/s/ Christopher B. Heald	
 	 	 	 	 	 	Christopher B. Heald
Vice President and Chief Accounting Officer
(Principal Accounting Officer)	
 	 	 	 	
Date: May 5, 2016	 	 	 	By:	 	/s/ Edmond R. Coletta	
 	 	 	 	 	 	Edmond R. Coletta
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)	
 
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Exhibit Index

  10.1	  	Casella Waste Systems, Inc. Non-Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Casella Waste Systems, Inc. as filed on March 7, 2016 (file No. 000-23211)).	
 	 	
  10.2	  	Form of Restricted Stock Unit Agreement under 2006 Stock Incentive Plan, as amended (adopted March 1, 2016) (employee with employment contract) (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Casella Waste Systems, Inc. as filed on March 7, 2016 (file No. 000-23211)).	
 	 	
  10.3	  	Form of Restricted Stock Unit Agreement under 2006 Stock Incentive Plan, as amended (adopted March 1, 2016) (employee with no employment contract) (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of Casella Waste Systems, Inc. as filed on March 7, 2016 (file No. 000-23211)).	
 	 	
  10.4	  	Employment Agreement between Casella Waste Systems, Inc. and Christopher B. Heald dated as of March 1, 2016 (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of Casella Waste Systems, Inc. as filed on March 7, 2016 (file No. 000-23211)).	
 	 	
  31.1 +	  	Certification of John W. Casella, Principal Executive Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.	
 	 	
  31.2 +	  	Certification of Edmond R. Coletta, Principal Financial Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.	
 	 	
  32.1 ++	  	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.	
 	 	
  32.2 ++	  	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.	
 	 	
101.INS	  	XBRL Instance Document.**	
 	 	
101.SCH	  	XBRL Taxonomy Extension Schema Document.**	
 	 	
101.CAL	  	XBRL Taxonomy Calculation Linkbase Document.**	
 	 	
101.LAB	  	XBRL Taxonomy Label Linkbase Document.**	
 	 	
101.PRE	  	XBRL Taxonomy Presentation Linkbase Document.**	
 	 	
101.DEF	  	XBRL Taxonomy Extension Definition Linkbase Document.**	
 
**	Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2016 and 2015, (iv) Consolidated Statement of Stockholders’ Deficit for the three months ended March 31, 2016, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015, and (vi) Notes to Consolidated Financial Statements.	
+	Filed Herewith	
++	Furnished Herewith	
 
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EXHIBIT 31.1
CERTIFICATION
I, John W. Casella, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Casella Waste Systems, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 5, 2016

By: /s/ John W. Casella	
Chairman and Chief Executive Officer
(Principal Executive Officer)	

EXHIBIT 31.2
CERTIFICATION
I, Edmond R. Coletta, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Casella Waste Systems, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 5, 2016

By: /s/ Edmond R. Coletta	
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)	

EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Casella Waste Systems, Inc. for the period ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (“Report”), the undersigned, John W. Casella, Chairman and Chief Executive Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, our financial condition and results of operations.
Date: May 5, 2016

By: /s/ John W. Casella	
Chairman and Chief Executive Officer
(Principal Executive Officer)	

EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Casella Waste Systems, Inc. for the period ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (“Report”), the undersigned, Edmond R. Coletta, Senior Vice President and Chief Financial Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, our financial condition and results of operations.
Date: May 5, 2016

By: /s/ Edmond R. Coletta	
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)