Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - CASELLA WASTE SYSTEMS INCcwst-063017xex322.htm
EX-32.1 - EXHIBIT 32.1 - CASELLA WASTE SYSTEMS INCcwst-063017xex321.htm
EX-31.2 - EXHIBIT 31.2 - CASELLA WASTE SYSTEMS INCcwst-063017xex312.htm
EX-31.1 - EXHIBIT 31.1 - CASELLA WASTE SYSTEMS INCcwst-063017xex311.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
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  ý    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  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
ý
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of shares outstanding of each of the registrant’s classes of common stock, as of July 31, 2017:
Class A common stock, $0.01 par value per share:
41,047,965

 
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)
 
June 30,
2017
 
December 31,
2016
 
(Unaudited)
 
 
ASSETS
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
2,685

 
$
2,544

Accounts receivable - trade, net of allowance for doubtful accounts of $601 and $1,069, respectively
65,766

 
61,196

Refundable income taxes
718

 
654

Prepaid expenses
7,208

 
7,989

Inventory
5,309

 
4,915

Other current assets
967

 
1,290

Total current assets
82,653

 
78,588

Property, plant and equipment, net of accumulated depreciation and amortization of $783,128 and $837,122, respectively
349,345

 
398,466

Goodwill
121,700

 
119,899

Intangible assets, net
8,169

 
7,696

Restricted assets
1,065

 
1,002

Cost method investments
12,333

 
12,333

Other non-current assets
13,612

 
13,528

Total assets
$
588,877

 
$
631,512

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)
 
June 30,
2017
 
December 31,
2016
 
(Unaudited)
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
 
 
 
Current maturities of long-term debt and capital leases
$
5,016

 
$
4,686

Accounts payable
43,539

 
44,997

Accrued payroll and related expenses
5,910

 
12,505

Accrued interest
2,039

 
4,654

Current accrued capping, closure and post-closure costs
943

 
668

Other accrued liabilities
20,597

 
14,916

Total current liabilities
78,044

 
82,426

Long-term debt and capital leases, less current portion
497,592

 
503,961

Accrued capping, closure and post-closure costs, less current portion
55,804

 
43,539

Deferred income taxes
6,462

 
6,178

Other long-term liabilities
25,608

 
19,958

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; 41,042,000 and 40,572,000 shares issued and outstanding, respectively
410

 
406

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
352,441

 
348,434

Accumulated deficit
(427,208
)
 
(373,308
)
Accumulated other comprehensive loss
(286
)
 
(68
)
Total Casella Waste Systems, Inc. stockholders' deficit
(74,633
)
 
(24,526
)
Noncontrolling interests

 
(24
)
Total stockholders' deficit
(74,633
)
 
(24,550
)
Total liabilities and stockholders' deficit
$
588,877

 
$
631,512

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
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Revenues
$
154,016

 
$
144,670

 
$
287,818

 
$
270,103

Operating expenses:
 
 
 
 
 
 
 
Cost of operations
102,519

 
95,188

 
197,063

 
185,606

General and administration
18,794

 
18,084

 
37,638

 
36,672

Depreciation and amortization
15,868

 
15,802

 
29,717

 
30,255

Southbridge landfill closure charge
64,114

 

 
64,114

 

 
201,295

 
129,074

 
328,532

 
252,533

Operating (loss) income
(47,279
)
 
15,596

 
(40,714
)
 
17,570

Other expense (income):
 
 
 
 
 
 
 
Interest income
(52
)
 
(60
)
 
(121
)
 
(164
)
Interest expense
6,334

 
10,004

 
12,784

 
20,034

Loss on debt extinguishment
46

 
593

 
517

 
545

Other income
(326
)
 
(363
)
 
(405
)
 
(504
)
Other expense, net
6,002

 
10,174

 
12,775

 
19,911

(Loss) income before income taxes
(53,281
)
 
5,422

 
(53,489
)
 
(2,341
)
Provision for income taxes
394

 
230

 
411

 
81

Net (loss) income
(53,675
)
 
5,192

 
(53,900
)
 
(2,422
)
Less: Net loss attributable to noncontrolling interests

 
(3
)
 

 
(9
)
Net (loss) income attributable to common stockholders
$
(53,675
)
 
$
5,195

 
$
(53,900
)
 
$
(2,413
)
Basic earnings per share attributable to common stockholders:
 
 
 
 
 
 
 
Weighted average common shares outstanding
41,811

 
41,132

 
41,698

 
41,064

Basic earnings per common share
$
(1.28
)
 
$
0.13

 
$
(1.29
)
 
$
(0.06
)
Diluted earnings per share attributable to common stockholders:
 
 
 
 
 
 
 
Weighted average common shares outstanding
41,811

 
41,598

 
41,698

 
41,064

Diluted earnings per common share
$
(1.28
)
 
$
0.12

 
$
(1.29
)
 
$
(0.06
)
The accompanying notes are an integral part of these consolidated financial statements.

3



CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE (LOSS) INCOME
(Unaudited)
(in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Net (loss) income
$
(53,675
)
 
$
5,192

 
$
(53,900
)
 
$
(2,422
)
Other comprehensive income (loss), before tax:
 
 
 
 
 
 
 
Hedging activity:
 
 
 
 
 
 
 
Interest rate swap settlements
(149
)
 

 
(194
)
 

Interest rate swap amounts reclassified into interest expense
138

 

 
208

 

Unrealized loss resulting from changes in fair value of derivative instruments
(212
)
 

 
(278
)
 

Unrealized gain (loss) resulting from changes in fair value of marketable securities
23

 
44

 
46

 
(39
)
Other comprehensive (loss) income, before tax
(200
)
 
44

 
(218
)
 
(39
)
Income tax expense related to items of other comprehensive loss

 

 

 

Other comprehensive (loss) income, net of tax
(200
)
 
44

 
(218
)
 
(39
)
Comprehensive (loss) income
(53,875
)
 
5,236

 
(54,118
)
 
(2,461
)
Less: Comprehensive loss attributable to noncontrolling interests

 
(3
)
 

 
(9
)
Comprehensive (loss) income attributable to common stockholders
$
(53,875
)
 
$
5,239

 
$
(54,118
)
 
$
(2,452
)
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
Common Stock
 
Class B
Common Stock
 
Additional Paid-In Capital
 
Accumulated Deficit
 
Accumulated Other
Comprehensive Loss
 
Noncontrolling Interests
 
Total
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
Balance, December 31, 2016
$
(24,550
)
 
40,572

 
$
406

 
988

 
$
10

 
$
348,434

 
$
(373,308
)
 
$
(68
)
 
$
(24
)
Net loss
(53,900
)
 

 

 

 

 

 
(53,900
)
 

 

Other comprehensive loss
(218
)
 

 

 

 

 

 

 
(218
)
 

Issuances of Class A common stock
1,099

 
470

 
4

 

 

 
1,095

 

 

 

Stock-based compensation
2,912

 

 

 

 

 
2,912

 

 

 

Other
24

 

 

 

 

 

 

 

 
24

Balance, June 30, 2017
$
(74,633
)
 
41,042

 
$
410

 
988

 
$
10

 
$
352,441

 
$
(427,208
)
 
$
(286
)
 
$

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)
 
Six Months Ended
June 30,
 
2017
 
2016
Cash Flows from Operating Activities:
 
 
 
Net loss
$
(53,900
)
 
$
(2,422
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization
29,717

 
30,255

Depletion of landfill operating lease obligations
4,173

 
4,443

Interest accretion on landfill and environmental remediation liabilities
1,939

 
1,782

Amortization of debt issuance costs and discount on long-term debt
1,320

 
2,079

Stock-based compensation
2,912

 
1,622

Gain on sale of property and equipment
(97
)
 
(520
)
Southbridge landfill non-cash closure charge
63,526

 

Loss on debt extinguishment
517

 
545

Deferred income taxes
284

 
303

Changes in assets and liabilities, net of effects of acquisitions and divestitures:
 
 
 
Accounts receivable
(4,570
)
 
(916
)
Accounts payable
(1,458
)
 
1,116

Prepaid expenses, inventories and other assets
517

 
(782
)
Accrued expenses and other liabilities
(4,871
)
 
(1,920
)
Net cash provided by operating activities
40,009

 
35,585

Cash Flows from Investing Activities:
 
 
 
Acquisitions, net of cash acquired
(2,694
)
 
(2,439
)
Acquisition related additions to property, plant and equipment
(176
)
 
(38
)
Additions to property, plant and equipment
(24,372
)
 
(23,460
)
Payments on landfill operating lease contracts
(3,177
)
 
(3,326
)
Proceeds from sale of property and equipment
382

 
957

Net cash used in investing activities
(30,037
)
 
(28,306
)
Cash Flows from Financing Activities:
 
 
 
Proceeds from long-term borrowings
117,000

 
126,000

Principal payments on long-term debt
(126,238
)
 
(132,716
)
Payments of debt issuance costs
(1,451
)
 
(682
)
Payments of debt extinguishment costs

 
(310
)
Proceeds from the exercise of share based awards
858

 

Change in restricted cash

 
499

Net cash used in financing activities
(9,831
)
 
(7,209
)
Net increase in cash and cash equivalents
141

 
70

Cash and cash equivalents, beginning of period
2,544

 
2,312

Cash and cash equivalents, end of period
$
2,685

 
$
2,382

Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
14,079

 
$
18,394

Income taxes, net of refunds
$
189

 
$
203

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
 
 
 
Non-current assets obtained through long-term obligations
$
2,813

 
$
866

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, 2016, which was filed with the SEC on March 2, 2017.
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 and six months ended June 30, 2017 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, 2016.
Subsequent Events
We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of June 30, 2017 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. We have determined that there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q.
2.
ACCOUNTING CHANGES
A table providing a brief description of recent Accounting Standards Updates (“ASU”) to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”) that may have a material effect on our consolidated financial statements upon adoption follows:
 
 
 
 
 
Standard
  
Description
  
Effect on the Financial Statements or Other
Significant Matters
Accounting standards that are pending adoption
ASU 2017-09: Compensation - Stock Compensation (Topic 718)
 
Requires that an entity should account for the effects of a modification to an award unless all of the following conditions are met: the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; the vesting conditions of the modified award are the same as the vesting conditions immediately before the original award is modified; and the classification of modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.
 
The adoption of this guidance could effect equity compensation expense and net income if there is a modification of an award. This guidance is effective January 1, 2018 with early adoption permitted.
 
 
 
 
 
ASU 2017-04: Intangibles - Goodwill and Other (Topic 350)

 
Requires that when an entity is performing its annual, or interim, goodwill impairment test, it should compare the fair value of the reporting unit with its carrying amount when calculating its impairment charge, noting that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, if applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when calculating its impairment charge.
 
As of December 31, 2016, we did not record a goodwill impairment charge related to our annual goodwill impairment test because at that time the fair value of each reporting unit exceeded its respective carrying value. If the carrying value of any of these reporting units exceeds the fair value when we perform a goodwill impairment test, we would record an impairment charge equal to the amount by which the carrying value exceeds its fair value. This guidance is effective January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017.
 
 
 
 
 
ASU 2016-02: Leases (Topic 842)
  
Requires that a lessee recognize at the commencement date: a lease liability, which is the obligation of the lessee 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.
  
We are currently assessing the provisions of this guidance and evaluating the timing and impact the guidance will have on our consolidated financial statements and related disclosures. We are also in the process of aggregating operating lease documentation for review. The adoption of this ASU primarily impacts the balance sheet through the recognition of a right-of-use asset and a lease liability for all leases with terms in excess of 12 months and currently classified as operating 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 (4) 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 guidance 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 disclosure. This guidance is effective January 1, 2018 with a cumulative-effect adjustment.
 
 
 
ASU 2014-09, as amended through May 2017: Revenue from Contracts with Customers (Topic 606)
  
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 of this guidance on our consolidated financial statements and related disclosures. To assess the impact of this standard, internal resources have reviewed the amended guidance and attended training to assist with the interpretation and implementation of the amended guidance. We have also consulted with outside resources to assist in applying and implementing this guidance. We are currently in the process of identifying, reviewing and documenting material contracts and revenue streams that are impacted by this guidance. This guidance is effective January 1, 2018 using a full or modified retrospective approach with early adoption permitted January 1, 2017.

7



3.
BUSINESS COMBINATIONS
We acquired one solid waste collection business in our Eastern region and one solid waste collection business in our Western region during the six months ended June 30, 2017. We acquired three transfer stations in our Western region during the three months ended June 30, 2016. The operating results of each acquired business is included in the accompanying unaudited consolidated statements of operations from the date of acquisition, and the purchase price has been allocated to the net assets acquired based on fair values at the date of acquisition, with the residual amount recorded as goodwill.
A summary of the purchase price for these acquisitions and the allocation of the purchase price for these acquisitions follows:
 
Six Months Ended
June 30,
 
2017
 
2016
Purchase Price:
 
 
 
Cash paid for acquisitions
$
2,664

 
$
2,439

Notes payable
2,400

 

Other non-cash considerations
100

 

Holdbacks
196

 
400

Total
5,360

 
2,839

Allocated as follows:
 
 
 
Current assets

 
40

Land

 
353

Building

 
1,360

Equipment
2,291

 
269

Intangible assets
1,317

 

Other liabilities, net
(49
)
 
(106
)
Fair value of assets acquired and liabilities assumed
3,559

 
1,916

Excess purchase price allocated to goodwill
$
1,801

 
$
923

Unaudited pro forma combined information that shows our operational results as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2016 follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Revenue
$
154,729

 
$
145,911

 
$
289,715

 
$
273,408

Operating (loss) income
$
(47,273
)
 
$
15,625

 
$
(40,685
)
 
$
17,548

Net (loss) income attributable to common stockholders
$
(53,673
)
 
$
5,208

 
$
(53,889
)
 
$
(2,435
)
Basic weighted average common shares outstanding
41,811

 
41,132

 
41,698

 
41,064

Basic earnings per share attributable to common stockholders
$
(1.28
)
 
$
0.13

 
$
(1.29
)
 
$
(0.06
)
Diluted weighted average shares outstanding
41,811

 
41,598

 
41,698

 
41,064

Diluted earnings per share attributable to common stockholders
$
(1.28
)
 
$
0.13

 
$
(1.29
)
 
$
(0.06
)
The pro forma results set forth in the table above have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions occurred as of January 1, 2016 or of the results of our future operations. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions.
4.
GOODWILL AND INTANGIBLE ASSETS

8



A summary of the activity and balances related to goodwill by operating segment follows:
 
December 31, 2016
 
Acquisitions
 
June 30, 2017
Eastern region
$
17,429

 
$
1,764

 
$
19,193

Western region
88,426

 
37

 
88,463

Recycling
12,315

 

 
12,315

Other
1,729

 

 
1,729

Total
$
119,899

 
$
1,801

 
$
121,700

A summary of intangible assets by intangible asset type follows:
 
Covenants
Not-to-Compete
 
Client Lists
 
Total
Balance, June 30, 2017
 
 
 
 
 
Intangible assets
$
17,941

 
$
17,189

 
$
35,130

Less accumulated amortization
(16,627
)
 
(10,334
)
 
(26,961
)
 
$
1,314

 
$
6,855

 
$
8,169

 
Covenants
Not-to-Compete
 
Client Lists
 
Total
Balance, December 31, 2016
 
 
 
 
 
Intangible assets
$
17,594

 
$
16,071

 
$
33,665

Less accumulated amortization
(16,402
)
 
(9,567
)
 
(25,969
)
 
$
1,192

 
$
6,504

 
$
7,696

Intangible amortization expense was $505 and $991 during the three and six months ended June 30, 2017, respectively, as compared to $519 and $1,043 during the three and six months ended June 30, 2016, respectively.
A summary of intangible amortization expense estimated for the five fiscal years following the fiscal year ended December 31, 2016 and thereafter follows:
Estimated Future Amortization Expense as of June 30, 2017
 
Fiscal year ending December 31, 2017
$
1,048

Fiscal year ending December 31, 2018
$
1,925

Fiscal year ending December 31, 2019
$
1,563

Fiscal year ending December 31, 2020
$
1,359

Fiscal year ending December 31, 2021
$
1,094

Thereafter
$
1,180

 
5.
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 time frame 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.

9



A summary of the changes to accrued final capping, closure and post-closure liabilities follows:
 
Six Months Ended
June 30,
 
2017
 
2016
Beginning balance
$
44,207

 
$
41,041

Obligations incurred
1,310

 
1,143

Revisions in estimates (1)
9,598

 
(56
)
Accretion expense
1,939

 
1,782

Obligations settled (2)
(307
)
 
(432
)
Ending balance
$
56,747

 
$
43,478

 
(1)
Relates to changes in estimates and assumptions concerning anticipated waste flow, cost and timing of future final capping, closure and post-closure activities at our Southbridge landfill associated with the Southbridge landfill closure. See Note 8, Commitments and Contingencies and Note 11, Other Items and Charges for disclosure regarding the matter.
(2)
Includes amounts that are being processed through accounts payable as a part of our disbursement cycle.
6.
OTHER ACCRUED LIABILITIES
A summary of other accrued liabilities, classified as current liabilities, follows:
 
June 30,
2017
 
December 31,
2016
Self insurance reserve - current portion
$
4,229

 
$
3,836

Other accrued liabilities
16,368

 
11,080

Total other accrued liabilities
$
20,597

 
$
14,916

 
 
 
 

10



7.    LONG-TERM DEBT
A summary of long-term debt and capital leases by debt instrument follows:
 
June 30,
2017
 
December 31,
2016
Senior Secured Credit Facility:
 
 
 
Revolving Credit Facility due October 2021; bearing interest at LIBOR plus 2.75% and 3.00%, respectively
$
55,600

 
$
62,600

Term Loan B Facility due October 2023; bearing interest at LIBOR plus 2.75% and 3.00%, respectively
348,250

 
350,000

Tax-Exempt Bonds:
 
 
 
New York State Environmental 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

New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 due December 2044 - fixed rate interest period through 2026; bearing interest at 3.125%
15,000

 
15,000

Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25%
25,000

 

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-2 due January 2025 - fixed rate interest period through 2017; bore interest at 6.25%

 
21,400

Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1; letter of credit backed due January 2025 - bore interest at SIFMA Index

 
3,600

Other:
 
 
 
Capital leases maturing through April 2023; bearing interest at up to 7.70%
5,363

 
5,534

Notes payable maturing through June 2027; bearing interest at up to 7.00%
2,945

 
449

Principal amount of long-term debt and capital leases
519,158

 
525,583

Less—unamortized discount and debt issuance costs (1)
16,550

 
16,936

Long-term debt and capital leases less unamortized discount and debt issuance costs
502,608

 
508,647

Less—current maturities of long-term debt
5,016

 
4,686

 
$
497,592

 
$
503,961

 
(1)
A summary of unamortized discount and debt issuance costs by debt instrument follows:
 
June 30,
2017
 
December 31,
2016
Revolving Credit Facility
$
4,452

 
$
4,965

Term Loan B Facility (including unamortized discount of $1,598 and $1,712)
7,970

 
7,718

New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014
1,128

 
1,221

New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2
541

 
571

Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3
645

 

Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015
726

 
760

Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013
589

 
605

Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013
499

 
563

Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1

 
31

Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2

 
502

 
$
16,550

 
$
16,936


11



Financing Activities
Term Loan B Facility
In the three months ended June 30, 2017, we entered into the first amendment (“Repricing Amendment”) to our $350,000 aggregate principal amount term loan B facility ("Term Loan B Facility") and $160,000 revolving line of credit facility (“Revolving Credit Facility” and, together with the Term Loan B Facility, the "Credit Facility"). The Repricing Amendment decreased the applicable interest margin for our Term Loan B Facility by 25 basis points for both LIBOR borrowings and base rate borrowings. The applicable interest rate margin will continue to be determined based on our consolidated net leverage ratio, with the interest currently set at 2.75% for LIBOR borrowings (with a 1.00% LIBOR floor), and 1.75% for base rate borrowings. The applicable interest rate will be reduced to 2.50% for LIBOR borrowings (with a 1.00% LIBOR floor), and 1.50% for base rate borrowings upon us reaching a consolidated net leverage ratio of 3.75x or less.
Maine Bonds
In the quarter ended March 31, 2017, we completed the remarketing of $3,600 aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1 (“FAME Bonds 2005R-1”) and $21,400 aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 (“FAME Bonds 2005R-2”) into one series of $25,000 aggregate principal amount Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 (“FAME Bonds 2005R-3”). The FAME Bonds 2005R-3, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 5.25% per annum until they mature on January 1, 2025.
Loss on Debt Extinguishment
We recorded a loss on debt extinguishment of $46 and $517 in the three and six months ended June 30, 2017, respectively, as compared to a loss on debt extinguishment of $593 and $545 during the three and six months ended June 30, 2016, respectively, associated with the following:
the write-off of debt issuance costs in connection with the amendment and repricing of our Term Loan B Facility in the three months ended June 30, 2017;
the write-off of debt issuance costs in connection with the remarketing of the FAME Bonds 2005R-1 and the FAME Bonds 2005R-2 into the FAME Bonds 2005R-3 in the quarter ended March 31, 2017; and
the write-off of debt issuance costs and unamortized original issue discount in proportion with the settlement amount, and the premium related to the redemption or repurchase price associated with the early retirement of $19,730 of our 7.75% senior subordinated notes due February 2019 in the three and six months ended June 30, 2016.
Cash Flow Hedges
In the quarter ended March 31, 2017, we entered into three interest rate derivative agreements to hedge interest rate risk associated with the variable rate portion of our long-term debt. The total notional amount of these agreements is $60,000 and requires us to receive interest based on changes in the 1-month LIBOR index with a 1.0% floor and pay interest at a weighted average rate of approximately 1.95%. Two of the agreements, with a total notional amount of $35,000, mature in February 2021, and the final agreement, with a total notional amount of $25,000, matures in February 2022. We have designated these derivative instruments as cash flow hedges.
In accordance with the derivatives and hedging guidance in FASB ASC 815 - Derivatives and Hedging, the effective portions of the changes in fair values of interest rate swaps have been recorded in equity as a component of accumulated other comprehensive loss, net of tax. As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in accumulated other comprehensive loss, net of tax. Amounts are reclassified from accumulated other comprehensive loss, net of tax into earnings in the same period or periods during which the hedged transaction effects earnings.
As of June 30, 2017, we have recorded a derivative asset with a fair value of $95 in other non-current assets and a derivative liability with a fair value of $373 in other accrued liabilities associated with these cash flow hedges.

12



8.    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 may be 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 - Contingencies, 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.
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 represent our material outstanding 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 Town of Southbridge, Massachusetts (“Town”) Landfill (“Southbridge Landfill”), which is 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 Massachusetts General Law Chapter 21E (the "Charlton 21E Obligations") pursuant to state law. Further, we have implemented a plan to analyze and better understand the groundwater near the Southbridge 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 Southbridge Landfill, we will work with the Town, the Southbridge Landfill owner and the former operator of an unlined portion of the Southbridge Landfill, which was used prior to our operation of a double-lined portion of the Southbridge Landfill commencing in 2004, to evaluate and allocate the liabilities related to the Charlton 21E Obligations. In July 2016, we sent correspondence to the Town pursuant to Chapter 21E of Massachusetts General Laws ("Chapter 21E") demanding that the Town reimburse us for the environmental response costs we had spent and that the Town be responsible for all such costs in the future, as well as any other costs or liabilities resulting from the release of contaminants from the unlined portion of the Southbridge Landfill. The Town responded in September 2016, denying that the Southbridge Landfill is the source of such contamination, and claiming that if it is, that we may owe an indemnity to the Town pursuant to the Operating Agreement between us and the Town dated May 29, 2007, as amended. As of June 30, 2017, we have incurred total costs of approximately $3,745. We entered into a Tolling Agreement with the Town to delay any further administrative or legal actions until our work with MADEP more specifically defines the parties’ responsibilities for the Charlton 21E Obligations, if any. Please see below for further discussion of our relationship with the Town regarding the Charlton 21E Obligations. See also Note11, Other Items and Charges for information regarding the Southbridge landfill closure charge.

13



In February 2016, we and the Town received a Notice of Intent to Sue under the Resource Conservation and Recovery Act ("RCRA") from a law firm purporting to represent residents proximate to the Southbridge Landfill (“Residents”), indicating its intent to file suit against us on behalf of the Residents alleging the groundwater contamination originated from the Southbridge Landfill. In February 2017, we received an additional Notice of Intent to Sue from the National Environmental Law Center under the Federal Clean Water Act ("CWA") and RCRA (collectively the “Acts”) on behalf of Environment America, Inc., d/b/a Environment Massachusetts, and Toxics Action Center, Inc., which have referred to themselves as the Citizen Groups. The Citizen Groups alleged that we had violated the Acts, and that they intended to seek appropriate relief in federal court for those alleged violations. On or about June 9, 2017, a lawsuit was filed against us, SRD and the Town in the United States District Court for the District of Massachusetts by the Citizen Groups and the Residents alleging violations of the Acts (the “Litigation”), and demanding a variety of remedies under the Acts, including fines, remediation, mitigation and costs of litigation, and remedies for violations of Massachusetts civil law related to personal and property damages, including remediation, diminution of property values, compensation for lost use and enjoyment of properties, enjoinment of further operation of the Southbridge Landfill, and costs of litigation, plus interest on any damage award, on behalf of the Residents. We believe the Litigation to be factually inaccurate, and without legal merit, and we and SRD intend to vigorously defend the Litigation. Nevertheless, we believe it is reasonably possible that a loss will occur as a result of the Litigation although an estimate of loss cannot be reasonably provided at this time due to the infancy of this matter. We also continue to believe the Town should be responsible for costs or liabilities associated with the Litigation relative to alleged contamination originating from the unlined portion of the Southbridge Landfill, although there can be no assurance that we will not be required to incur some or all of such costs and liabilities.
We entered into an Administrative Consent Order on April 26, 2017 (the “ACO”), with MADEP, the Town, and the Town of Charlton, committing us to equally share the costs with MADEP, of up to $10,000 ($5,000 each) for the Town to install a municipal waterline in the Town of Charlton ("Waterline"). Upon satisfactory completion of that Waterline, and other matters covered by the ACO, we and the Town will be released by MADEP from any future responsibilities for the Charlton Chapter 21E Obligations. We also entered into an agreement with the Town on April 28, 2017 entitled the “21E Settlement and Water System Construction Funding Agreement” (the “Waterline Agreement”), wherein we and the Town released each other from claims arising from the Charlton 21E Obligations. Pursuant to the Waterline Agreement, the Town will issue a twenty (20) year bond for our portion of the Waterline costs (up to $5,000). We have agreed to reimburse the Town for periodic payments under such bond. As of June 30, 2017, we have recorded an environmental remediation liability of $6,379 associated with the future installation of the Waterline in other accrued liabilities and other long-term liabilities. We inflated 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 2.6%. Our expenditures could be significantly higher if costs exceed estimates. See Note11, Other Items and Charges for information regarding the Southbridge landfill closure charge.
In August 2016, we filed a complaint against Steadfast Insurance Company (“Steadfast”) in the Superior Court of Suffolk County, Massachusetts, alleging among other things, that Steadfast breached its Pollution Liability Policy (“Policy”) purchased by us in April 2015, by refusing to acknowledge coverage under the Policy, and refusing to cover any of the costs and liabilities incurred by us as described above as well as costs and liabilities that we may incur in the future. Steadfast filed an answer and counterclaim in September 2016, denying that it has any obligations to us under the Policy, and seeking a declaratory judgment of Steadfast’s obligations under the Policy. We are in the discovery phase of this litigation. Steadfast has filed a Motion to Dismiss our litigation against it, and we filed our response on July 11, 2017.

14



The costs and liabilities we may be required to incur in connection with the foregoing Southbridge Landfill matters could be material to our results of operations, our cash flows and our financial condition. On June 13, 2017, Town voters rejected a non-binding ballot initiative intended to provide guidance to Town officials with respect to our pursuit of other landfill development opportunities at the Southbridge Landfill. Following such rejection by the Town voters, our board of directors and senior management determined after due consideration of all facts and circumstances that it is no longer likely that further development at the existing landfill site will generate an adequate risk adjusted return at the Southbridge Landfill, and accordingly we expect to cease operations at the Southbridge Landfill when no further capacity is available, expected by no later than December 31, 2018. We have delivered correspondence to the Town to this effect on August 3, 2017, citing events of Change in Law and Force Majeure pursuant to our May 29, 2007 Extension Agreement with the Town ("Extension Agreement") and the impacts of such events on further expansion of the Southbridge Landfill. We have advised the Town that we see no economically feasible way to operate the Southbridge Landfill beyond its current permitted life. Following cessation of operations, we will proceed to conduct proper closure and other activities at the Southbridge Landfill in accordance with the Extension Agreement with the Town, and Federal, state and local law. We reached this conclusion after carefully evaluating the estimated future costs associated with the permitting, engineering and construction activities for the planned expansion of the Southbridge Landfill against the possible outcomes of the permitting process and the anticipated future benefits of successful expansions. Under the Extension Agreement, which we account for as an operating lease, there are potential contractual obligations and commitments, including future cash payments of $3,069 and services that extend beyond the current useful life of the Southbridge Landfill. In accordance with ASC 420 - Exit or Disposal Cost Obligations, a liability for costs to be incurred under a contract for its remaining term without economic benefit shall be recognized when we cease using the right conveyed by the contract. We may incur a loss associated with these potential contractual obligations upon ceasation of operations at the Southbridge Landfill, when remaining capacity is exhausted by the placement of waste at the site.
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, 2018. 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 1.5%. The changes to the environmental remediation liability associated with the Potsdam site are as follows:
 
 
 
 
 
Six Months Ended June 30,
 
2017
 
2016
Beginning balance
$
5,866

 
$
5,221

Obligations settled (1)
(5
)
 

Ending balance
$
5,861

 
$
5,221

 
(1)
Includes amounts that are being processed through accounts payable as a part of our disbursement cycle.
9.
STOCKHOLDERS' EQUITY

15



Stock Based Compensation
Shares Available For Issuance
In the fiscal year ended December 31, 2016, we adopted the 2016 Incentive Plan (“2016 Plan”). Under the 2016 Plan, we may grant awards up to an aggregate amount of shares equal to the sum of: (i) 2,250 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 (up to 2,723 shares) as is equal to the sum of the number of shares of Class A common stock that remained available for grant under the 2006 Stock Incentive Plan (“2006 Plan”) immediately prior to the expiration of the 2006 Plan and the number of shares of Class A common stock subject to awards granted under the 2006 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us. As of June 30, 2017, there were 1,897 Class A common stock equivalents available for future grant under the 2016 Plan.
Stock Options
Stock options are granted at a price equal to the prevailing fair 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 year to four year period from the date of grant.
The fair value of each stock option granted, with the exception of market-based performance stock option grants, is estimated using a Black-Scholes option-pricing model, which requires extensive use of accounting judgment and financial estimation, including estimates of the expected term stock option holders will retain their vested stock options before exercising them and the estimated volatility of our Class A common stock price over the expected term. The fair value of each market-based performance stock option granted is estimated using a Monte Carlo option-pricing model, which also requires extensive use of accounting judgment and financial estimation, including estimates of the expected term stock option holders will retain their vested stock options before exercising them and the estimated volatility of our Class A common stock price over the expected term, but also including estimates of share price appreciation plus the value of dividends of our Class A common stock as compared to the Russell 2000 Index over the requisite service period.
A summary of stock option activity follows:
 
Stock Options (1)
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term (years)
 
Aggregate Intrinsic Value
Outstanding, December 31, 2016
1,115

 
$
6.13

 
 
 
 
Granted

 
$

 
 
 
 
Exercised
(78
)
 
$
11.01

 
 
 
 
Forfeited
(2
)
 
$
4.06

 
 
 
 
Outstanding, June 30, 2017
1,035

 
$
5.76

 
5.7
 
$
11,020

Exercisable, June 30, 2017
702

 
$
5.15

 
4.6
 
$
7,897

Unvested, June 30, 2017
373

 
$
7.62

 
8.2
 
$
3,280

(1)
Market-based performance stock options are included at the 100% attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 40 shares of Class A common stock currently included in unvested.
Stock-based compensation expense for stock options was $176 and $347 during the three and six months ended June 30, 2017, respectively, as compared to $146 and $292 during the three and six months ended June 30, 2016, respectively.
During the three and six months ended June 30, 2017, the aggregate intrinsic value of stock options exercised was $153 and $206, respectively.
As of June 30, 2017, total unrecognized stock-based compensation expense related to outstanding stock options, including market-based performance stock options assuming the attainment of maximum performance targets, was $771, which will be recognized over a weighted average period of 0.8 years.

16



Other Stock Awards
Restricted stock awards, restricted stock units and performance stock units, with the exception of market-based performance stock units, are granted at a price equal to the fair value of our Class A common stock at the date of grant. The fair value of each market-based performance stock unit is estimated using a Monte Carlo pricing model, which requires extensive use of accounting judgment and financial estimation, including the estimated share price appreciation plus the value of dividends of our Class A common stock as compared to the Russell 2000 Index over the requisite service period.
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 granted to non-employee directors vest in full on the first anniversary of the grant date. Restricted stock units granted to employees vest incrementally over an identified service period beginning on the grant date based on continued employment. Performance stock units granted to employees, including market-based performance stock units, vest at a future date following the grant date and are based on the attainment of performance targets and market achievements, as applicable.
A summary of restricted stock, restricted stock unit and performance stock unit activity follows:
 
Restricted Stock, Restricted Stock Units, and Performance Stock Units (1)
 
Weighted
Average Grant Date Fair
Value
 
Weighted Average Remaining Contractual Term (years)
 
Aggregate Intrinsic Value
Outstanding, December 31, 2016
1,099

 
$
7.03

 
 
 
 
Granted
438

 
$
12.32

 
 
 
 
Class A Common Stock Vested
(370
)
 
$
5.07

 
 
 
 
Forfeited
(18
)
 
$
5.99

 
 
 
 
Outstanding, June 30, 2017
1,149

 
$
9.63

 
1.8
 
$
7,784

Unvested, June 30, 2017
1,512

 
$
10.32

 
1.9
 
$
9,190

(1)
Market-based performance stock unit grants are included at the 100% attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 363 shares of Class A common stock currently included in unvested.
Stock-based compensation expense related to restricted stock, restricted stock units and performance stock units was $1,441 and $2,499 during the three and six months ended June 30, 2017, respectively, as compared to $729 and $1,278 during the three and six months ended June 30, 2016, respectively.
During the three and six months ended June 30, 2017, the total fair value of other stock awards vested was $1,362 and $4,770, respectively.
As of June 30, 2017, total unrecognized stock-based compensation expense related to outstanding restricted stock and restricted stock units was $4,437, which will be recognized over a weighted average period of 1.6 years. As of June 30, 2017, maximum unrecognized stock-based compensation expense related to outstanding performance stock units, assuming the attainment of maximum performance targets, was $6,980 to be recognized over a weighted average period of 2.0 years.
The weighted average fair value of market-based performance stock units granted during the six months ended June 30, 2017 was $12.51 per award, which was calculated using a Monte Carlo pricing model assuming a risk free interest rate of 1.45% and an expected volatility of 32.80% assuming no expected dividend yield. The risk-free interest rate is based on the U.S. Treasury yield curve for the expected service period of the award. Expected volatility is calculated using the daily volatility of our Class A common stock over the expected service period of the award.
The Monte Carlo pricing model requires extensive use of accounting judgment and financial estimation. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the consolidated statements of operations.

17



We also recorded $37 and $65 of stock-based compensation expense related to our Amended and Restated 1997 Employee Stock Purchase Plan during the three and six months ended June 30, 2017, respectively, as compared to $26 and $52 during the three and six months ended June 30, 2016, respectively.
Accumulated Other Comprehensive Loss
A summary of the changes in the balances of each component of accumulated other comprehensive loss, net of tax follows:
 
 
 
 
 
Marketable
Securities
 
Interest Rate Swaps
Balance, December 31, 2016
$
(68
)
 
$

Other comprehensive income (loss) before reclassifications
46

 
(472
)
Amounts reclassified from accumulated other comprehensive income (loss)

 
208

Net current-period other comprehensive income (loss)
46

 
(264
)
Balance, June 30, 2017
$
(22
)
 
$
(264
)
A summary of reclassifications out of accumulated other comprehensive loss, net of tax follows:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
 
 
2017
 
2016
 
2017
 
2016
 
 
Details About Accumulated Other Comprehensive Loss Components
 
Amounts Reclassified Out of Accumulated Other Comprehensive Loss
 
Affected Line Item in the Consolidated
Statements of Operations
Interest rate swaps
 
$
138

 
$

 
$
208

 
$

 
Interest expense
 
 
138

 

 
208

 

 
(Loss) income before income taxes
 
 

 

 

 

 
Provision for income taxes
 
 
$
138

 
$

 
$
208

 
$

 
Net (loss) income
10.
EARNINGS PER SHARE
Basic earnings per share is computed by dividing the net (loss) income from continuing operations attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the combined weighted average number of common shares and potentially dilutive shares, which include the assumed exercise of employee stock options, including market-based performance stock options based on the expected achievement of performance targets, unvested restricted stock awards, unvested restricted stock units and unvested performance stock units, including market-based performance units based on the expected achievement of performance targets. In computing diluted earnings per share, we utilize the treasury stock method.
A summary of the numerator and denominators used in the computation of earnings per share follows:

18



 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Numerator:
 
 
 
 
 
 
 
Net (loss) income attributable to common stockholders
$
(53,675
)
 
$
5,195

 
$
(53,900
)
 
$
(2,413
)
Denominators:
 
 
 
 
 
 
 
Number of shares outstanding, end of period:
 
 
 
 
 
 
 
Class A common stock
41,042

 
40,500

 
41,042

 
40,500

Class B common stock
988

 
988

 
988

 
988

Unvested restricted stock
(88
)
 
(115
)
 
(88
)
 
(115
)
Effect of weighted average shares outstanding
(131
)
 
(241
)
 
(244
)
 
(309
)
Basic weighted average common shares outstanding
41,811

 
41,132

 
41,698

 
41,064

Impact of potentially dilutive securities:
 
 
 
 
 
 
 
Dilutive effect of stock options and other stock awards

 
466

 

 

Diluted weighted average common shares outstanding
41,811

 
41,598

 
41,698

 
41,064

Anti-dilutive potentially issuable shares
2,586

 
473

 
2,586

 
2,211

11.
Other Items and Charges
Southbridge Landfill Closure Charge
In June 2017, we initiated the plan to cease operations of our Southbridge landfill as disclosed in Note 8, Commitments and Contingencies. Accordingly, in the three months ended June 30, 2017, we recorded a charge associated with the closure of our Southbridge landfill as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Asset impairment charge (1)
$
47,999

 
$

 
$
47,999

 
$

Project development charge (2)
9,148

 

 
9,148

 

Environmental remediation charge (3)
6,379

 

 
6,379

 

Legal and transaction costs (4)
588

 

 
588

 

Southbridge landfill closure charge
$
64,114

 
$


$
64,114

 
$

(1)
We performed a test of recoverability under FASB ASC 360 - Property, Plant, and Equipment, which indicated that the carrying value of our asset group that includes the Southbridge landfill was no longer recoverable and, as a result, the asset group was assessed for impairment with an impairment charge allocated to the long-lived assets of Southbridge landfill in accordance with FASB ASC 360 - Property, Plant, and Equipment. See Note 12, Fair Value of Financial Instruments for additional disclosure.
(2)
We wrote-off deferred costs associated with landfill permitting activities no longer deemed viable.
(3)
We recorded an environmental remediation charge associated with the future installation of a municipal waterline. See Note 8, Commitments and Contingencies for additional disclosure.
(4)
We incurred legal and other transaction costs associated with various matters as part of the Southbridge landfill closure. See Note 8, Commitments and Contingencies for additional disclosure.
12.
FAIR VALUE OF FINANCIAL INSTRUMENTS

19



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 that we believe market participants would use in pricing an asset or a liability.
Assets and Liabilities Accounted for at Fair Value
Our financial instruments include cash and cash equivalents, accounts receivable-trade, restricted cash and 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, interest rate derivatives, trade payables and long-term debt. The carrying values of cash and cash equivalents, accounts receivable - trade and trade payables approximate their respective fair values due to their short-term nature. The fair value of restricted cash and investments held in trust, 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 derivatives included in the Level 2 tier below was calculated using discounted cash flow valuation methodologies based upon the one month LIBOR yield curves that are observable at commonly quoted intervals for the full term of the swaps.
Recurring Fair Value Measurements
Summaries of our financial assets and liabilities that are measured at fair value on a recurring basis follow:
 
Fair Value Measurement at June 30, 2017 Using:
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
Interest rate derivatives
$

 
$
95

 
$

Restricted investments - landfill closure
1,065

 

 

Total
$
1,065

 
$
95

 
$

Liabilities:
 
 
 
 
 
Interest rate derivatives
$

 
$
373

 
$

 
Fair Value Measurement at December 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 investments - landfill closure
$
1,002

 
$

 
$

Non-Recurring Fair Value Measurements

20



A summary of our financial assets and liabilities that are measured at fair value on a non-recurring basis follows:
 
Fair Value Measurement at June 30, 2017 Using:
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
Southbridge landfill asset group - long-lived assets
$

 
$

 
$
8,017

As of June 30, 2017, our financial assets and liabilities recorded at fair value on a non-recurring basis include our asset group that includes the Southbridge landfill. The fair value of our asset group that includes the Southbridge landfill was measured by a third-party valuation specialist who completed a valuation analysis using an income approach based on discounted cash flows. See Note 8, Commitments and Contingencies and Note 11, Other Items and Charges for additional disclosure regarding the Southbridge landfill.
Fair Value of Debt
As of June 30, 2017, the fair value of our fixed rate debt, including our FAME Bonds 2005R-3, 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 2014”), New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 (“New York Bonds 2016”) 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 $106,183 and the carrying value was $107,000. The fair value of the FAME Bonds 2005R-3, the FAME Bonds 2015, the Vermont Bonds, the New York Bonds 2014, the New York Bonds 2016 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.
As of June 30, 2017, the fair value of our Term Loan B Facility was approximately $349,556 and the carrying value was $348,250. The fair value of the Term Loan B Facility is considered to be Level 2 within the fair value hierarchy as its fair value is based off of quoted market prices in a principal to principal market with limited public information. As of June 30, 2017, the fair value of our Revolving Credit Facility approximated its carrying value of $55,600 based on current borrowing rates for similar types of borrowing arrangements, or Level 2 inputs.
Although we have determined the estimated fair value amounts of the Term Loan B Facility, FAME Bonds 2005R-3, FAME Bonds 2015, Vermont Bonds, New York Bonds 2014, New York Bonds 2016 and 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.
13.
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, our 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.

21



Three Months Ended June 30, 2017
Segment
Outside
revenues
 
Inter-company
revenue
 
Depreciation and
amortization
 
Operating
income (loss)
 
Total
assets
Eastern
$
46,574

 
$
13,202

 
$
6,423

 
$
(60,324
)
 
$
158,042

Western
64,372

 
18,625

 
7,586

 
10,770

 
328,207

Recycling
16,211

 
(245
)
 
1,019

 
1,064

 
50,398

Other
26,859

 
611

 
840

 
1,211

 
52,230

Eliminations

 
(32,193
)
 

 

 

Total
$
154,016

 
$

 
$
15,868

 
$
(47,279
)
 
$
588,877

Three Months Ended June 30, 2016
Segment
Outside
revenues
 
Inter-company
revenue
 
Depreciation and
amortization
 
Operating
income (loss)
 
Total
assets
Eastern
$
45,405

 
$
11,692

 
$
7,138

 
$
3,079

 
$
208,316

Western
59,460

 
17,889

 
6,908

 
10,175

 
319,480

Recycling
12,816

 
302

 
1,040

 
468

 
48,782

Other
26,989

 
404

 
716

 
1,874

 
55,043

Eliminations

 
(30,287
)
 

 

 

Total
$
144,670

 
$

 
$
15,802

 
$
15,596

 
$
631,621

Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
Segment
Outside
revenues
 
Inter-company
revenue
 
Depreciation and
amortization
 
Operating
income (loss)
 
Total assets
Eastern
$
85,260

 
$
22,724

 
$
11,827

 
$
(60,304
)
 
$
158,042

Western
118,515

 
34,407

 
14,191

 
14,859

 
328,207

Recycling
32,846

 
(489
)
 
2,022

 
2,647

 
50,398

Other
51,197

 
985

 
1,677

 
2,084

 
52,230

Eliminations

 
(57,627
)
 

 

 

Total
$
287,818

 
$

 
$
29,717

 
$
(40,714
)
 
$
588,877

Six Months Ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
Segment
Outside
revenues
 
Inter-company
revenue
 
Depreciation and
amortization
 
Operating
income (loss)
 
Total assets
Eastern
$
84,392

 
$
21,229

 
$
13,327

 
$
2,291

 
$
208,316

Western
111,922

 
32,740

 
13,398

 
13,169

 
319,480

Recycling
23,454

 
933

 
2,132

 
(606
)
 
48,782

Other
50,335

 
684

 
1,398

 
2,716

 
55,043

Eliminations

 
(55,586
)
 

 

 

Total
$
270,103

 
$

 
$
30,255

 
$
17,570

 
$
631,621


22



A summary of our revenues attributable to services provided follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Collection
$
66,308

 
$
63,685

 
$
126,145

 
$
121,536

Disposal
42,172

 
39,384

 
73,454

 
71,637

Power generation
1,554

 
1,460

 
2,906

 
3,167

Processing
2,137

 
1,747

 
3,796

 
2,720

Solid waste operations
112,171

 
106,276

 
206,301

 
199,060

Organics
11,005

 
12,171

 
20,219

 
21,106

Customer solutions
14,629

 
13,407

 
28,452

 
26,483

Recycling
16,211

 
12,816

 
32,846

 
23,454

Total revenues
$
154,016

 
$
144,670

 
$
287,818

 
$
270,103


23



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, 2016 filed with the Securities and Exchange Commission (“SEC”) on March 2, 2017.
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, including:
the projected development of additional disposal capacity or expectations regarding permits for existing capacity;
the outcome of any legal or regulatory matter;
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 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;
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, 2016 and, if applicable, those included under Part II, Item 1A of this Quarterly Report on Form 10-Q.
There may be additional risks that we are not presently aware of 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.

24



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, as applicable, are included in our Other segment.
As of July 15, 2017, we owned and/or operated 32 solid waste collection operations, 46 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.
Recent Events
In the three months ended June 30, 2017, we recorded a charge of $64.1 million associated with our decision to cease operations at the Southbridge landfill, including an asset impairment charge of $48.0 million related to our asset group that includes the Southbridge landfill asset; a project development charge of $9.1 million related to the write-off of deferred costs associated with landfill permitting activities no longer deemed viable; an environmental remediation charge of $6.4 million associated with the future installation of a municipal waterline; and a charge of $0.6 million for legal and transaction costs associated with various matters as part of the Southbridge landfill closure. As part of our decision to cease operations, we assessed the estimated costs and timing of cash flows associated with remaining capital expenditures, environmental remediation, and final capping, closure and post-closure activities at the Southbridge landfill. We expect cash outflows in the next five years associated with these activities to be approximately $21.0 million and we do not believe that this will negatively impact our liquidity during this time. In addition, we estimate that over $50.0 million in additional tax deductions relating to ceasing operations will be recognized in the next five years. Furthermore, we do not believe that ceasing operations at the Southbridge landfill will impact our future operational activities in a manner that will have a material impact to our results of operations, our cash flows or our financial condition. For additional information, see Note 8, Commitments and Contingencies and Note 11, Other Items and Charges to our consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.
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. 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.

25



A summary of revenues attributable to service provided (dollars in millions and as a percentage of total revenues) follows:
 
Three Months Ended June 30,
 
$
Change
 
Six Months Ended June 30,
 
$
Change
 
2017
 
2016
 
2017
 
2016
 
Collection
$
66.3

 
43.1
%
 
$
63.7

 
44.0
%
 
$
2.6

 
$
126.1

 
43.8
%
 
$
121.5

 
45.0
%
 
$
4.6

Disposal
42.2

 
27.4
%
 
39.4

 
27.2
%
 
2.8

 
73.5

 
25.5
%
 
71.6

 
26.5
%
 
1.9

Power
1.6

 
1.0
%
 
1.5

 
1.0
%
 
0.1

 
2.9

 
1.0
%
 
3.2

 
1.2
%
 
(0.3
)
Processing
2.1

 
1.3
%
 
1.7

 
1.3
%
 
0.4

 
3.8

 
1.4
%
 
2.7

 
1.0
%
 
1.1

Solid waste
112.2

 
72.8
%
 
106.3

 
73.5
%
 
5.9

 
206.3

 
71.7
%
 
199.0

 
73.7
%
 
7.3

Organics
11.0

 
7.2
%
 
12.2

 
8.4
%
 
(1.2
)
 
20.2

 
7.0
%
 
21.1

 
7.8
%
 
(0.9
)
Customer solutions
14.6

 
9.5
%
 
13.4

 
9.3
%
 
1.2

 
28.5

 
9.9
%
 
26.5

 
9.8
%
 
2.0

Recycling
16.2

 
10.5
%
 
12.8

 
8.8
%
 
3.4

 
32.8

 
11.4
%
 
23.5

 
8.7
%
 
9.3

Total revenues
$
154.0

 
100.0
%
 
$
144.7

 
100.0
%
 
$
9.3

 
$
287.8

 
100.0
%
 
$
270.1

 
100.0
%
 
$
17.7

A summary of the period-to-period changes in solid waste revenues (dollars in millions) follows:
 
Period-to-Period
Change for the Three Months Ended June 30, 2017 vs. 2016
 
Period-to-Period
Change for the Six Months Ended June 30, 2017 vs. 2016
 
Amount
 
% of Growth
 
Amount
 
% of Growth
Price
$
2.8

 
1.9
 %
 
$
5.1

 
1.9
 %
Volume
2.4

 
1.6
 %
 
0.8

 
0.4
 %
Fuel surcharge and other fees
(0.2
)
 
(0.1
)%
 
(0.2
)
 
(0.1
)%
Commodity price and volume
0.4

 
0.3
 %
 
0.7

 
0.2
 %
Acquisitions and divestitures
0.5

 
0.4
 %
 
0.9

 
0.3
 %
Solid waste revenues
$
5.9

 
4.1
 %
 
$
7.3