| Unaudited Consolidated Financial Statements | |||
Consolidated Balance Sheets as of April 30, 2002 and October 31, 2002 |
F-2 |
||
Consolidated Statements of Operations for the three and six months ended October 31, 2001 and 2002 |
F-4 |
||
Consolidated Statements of Cash Flows for the six months ended October 31, 2001 and 2002 |
F-6 |
||
Notes to Unaudited Consolidated Financial Statements |
F-8 |
||
F-1
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
| |
April 30, 2002 |
October 31, 2002 |
|||||
|---|---|---|---|---|---|---|---|
| |
|
(Unaudited) |
|||||
| ASSETS | |||||||
CURRENT ASSETS: |
|||||||
| Cash and cash equivalents | $ | 4,298 | $ | 10,276 | |||
| Restricted cash | 10,286 | 10,627 | |||||
| Accounts receivabletrade, net of allowance for doubtful accounts of $786 and $846 | 43,130 | 47,946 | |||||
| Notes receivableofficers/employees | 1,105 | 1,104 | |||||
| Prepaid expenses | 3,156 | 4,859 | |||||
| Inventory | 2,410 | 1,810 | |||||
| Investments | 62 | 22 | |||||
| Deferred income taxes | 8,767 | 8,154 | |||||
| Assets held for sale | 2,447 | 2,414 | |||||
| Other current assets | 2,267 | 2,276 | |||||
| Total current assets | 77,928 | 89,488 | |||||
| Property, plant and equipment, net of accumulated depreciation and amortization of $163,521 and $180,741 | 287,115 | 284,197 | |||||
| Goodwill, net | 219,466 | 158,047 | |||||
| Other intangible assets, net | 8,985 | 6,755 | |||||
| Deferred income taxes | 648 | | |||||
| Investments in unconsolidated entities | 26,865 | 28,615 | |||||
| Net assets under contractual obligation | | 3,915 | |||||
| Other non-current assets | 862 | 2,967 | |||||
| 543,941 | 484,496 | ||||||
| $ | 621,869 | $ | 573,984 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-2
| |
April 30, 2002 |
October 31, 2002 |
||||||
|---|---|---|---|---|---|---|---|---|
| |
|
(Unaudited) |
||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: |
||||||||
| Current maturities of long-term debt | $ | 6,436 | $ | 5,056 | ||||
| Current maturities of capital lease obligations | 1,816 | 1,669 | ||||||
| Accounts payable | 23,690 | 31,994 | ||||||
| Accrued payroll and related expenses | 5,813 | 6,406 | ||||||
| Accrued interest | 1,481 | 3,349 | ||||||
| Accrued income taxes | 3,676 | 5,655 | ||||||
| Accrued closure and post-closure costs, current portion | 6,465 | 3,433 | ||||||
| Liabilities of operations held for sale | 828 | 1,261 | ||||||
| Other accrued liabilities | 23,706 | 19,463 | ||||||
| Total current liabilities | 73,911 | 78,286 | ||||||
| Long-term debt, less current maturities | 277,545 | 274,793 | ||||||
| Capital lease obligations, less current maturities | 3,051 | 2,301 | ||||||
| Accrued closure and post-closure costs, less current maturities | 18,307 | 20,716 | ||||||
| Minority interest | 523 | 105 | ||||||
| Deferred income taxes | | 2,914 | ||||||
| Other long-term liabilities | 11,006 | 10,765 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
| Series A redeemable, convertible preferred stock, 55,750 shares authorized, issued and outstanding as of April 30, 2002 and October 31, 2002, liquidation preference of $1,000 per share plus accrued but unpaid dividends | 60,730 | 62,258 | ||||||
STOCKHOLDERS' EQUITY: |
||||||||
| Class A common stock Authorized100,000,000 shares, $0.01 par value issued and outstanding22,667,000 and 22,724,000 shares as of April 30, 2002 and October 31, 2002, respectively |
227 | 227 | ||||||
| Class B common stock Authorized1,000,000 shares, $0.01 par value 10 votes per share, issued and outstanding988,000 shares |
10 | 10 | ||||||
| Accumulated other comprehensive loss | (4,250 | ) | (2,527 | ) | ||||
| Additional paid-in capital | 272,697 | 271,616 | ||||||
| Accumulated deficit | (91,888 | ) | (147,480 | ) | ||||
| Total stockholders' equity | 176,796 | 121,846 | ||||||
| $ | 621,869 | $ | 573,984 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands)
| |
Three Months Ended October 31, |
Six Months Ended October 31, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2001 |
2002 |
2001 |
2002 |
||||||||||
| Revenues | $ | 109,785 | $ | 114,497 | $ | 222,126 | $ | 230,397 | ||||||
| Operating expenses: | ||||||||||||||
| Cost of operations | 70,941 | 74,491 | 145,406 | 152,425 | ||||||||||
| General and administration | 13,468 | 14,161 | 27,192 | 28,554 | ||||||||||
| Depreciation and amortization | 12,935 | 12,221 | 25,565 | 24,277 | ||||||||||
| 97,344 | 100,873 | 198,163 | 205,256 | |||||||||||
| Operating income | 12,441 | 13,624 | 23,963 | 25,141 | ||||||||||
| Other expense/(income), net: | ||||||||||||||
| Interest income | (411 | ) | (81 | ) | (691 | ) | (156 | ) | ||||||
| Interest expense | 8,137 | 6,933 | 16,840 | 14,087 | ||||||||||
| (Income) loss from equity method investments | 1,074 | (1,550 | ) | 508 | (1,751 | ) | ||||||||
| Minority interest | 40 | | (31 | ) | (152 | ) | ||||||||
| Other expense/(income), net: | (5,660 | ) | 222 | (6,503 | ) | 251 | ||||||||
| Other expense, net | 3,180 | 5,524 | 10,123 | 12,279 | ||||||||||
| Income from continuing operations before income taxes, discontinued operations and cumulative effect of change in accounting principle | 9,261 | 8,100 | 13,840 | 12,862 | ||||||||||
| Provision for income taxes | 3,144 | 3,470 | 5,292 | 5,628 | ||||||||||
| Net income from continuing operations before discontinued operations and cumulative effect of change in accounting principle | 6,117 | 4,630 | 8,548 | 7,234 | ||||||||||
| Estimated loss on disposal of discontinued operations (net of income tax benefit of $574) | (1,625 | ) | | (1,625 | ) | | ||||||||
| Cumulative effect of change in accounting principle (net of income tax benefit of $170 and $189) | | | (250 | ) | (62,825 | ) | ||||||||
| Net (loss) income | 4,492 | 4,630 | 6,673 | (55,591 | ) | |||||||||
| Preferred stock dividend | 703 | 769 | 1,405 | 1,528 | ||||||||||
| Net (loss) income available to common stockholders | $ | 3,789 | $ | 3,861 | $ | 5,268 | $ | (57,119 | ) | |||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
| |
Three Months Ended October 31, |
Six Months Ended October 31, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2001 |
2002 |
2001 |
2002 |
||||||||||
| Earnings Per Share: | ||||||||||||||
| Basic: | ||||||||||||||
| Net income from continuing operations before discontinued operations and cumulative effect of change in accounting principle | $ | 0.23 | $ | 0.16 | $ | 0.31 | $ | 0.24 | ||||||
| Estimated loss on disposal of discontinued operations, net | (0.07 | ) | | (0.07 | ) | | ||||||||
| Cumulative effect of change in accounting principle, net | | | (0.01 | ) | (2.65 | ) | ||||||||
| Net (loss) income per common share | $ | 0.16 | $ | 0.16 | $ | 0.23 | $ | (2.41 | ) | |||||
| Basic weighted average common shares outstanding | 23,409 | 23,710 | 23,338 | 23,697 | ||||||||||
| Diluted: | ||||||||||||||
| Net income from continuing operations before discontinued operations and cumulative effect of change in accounting principle | $ | 0.23 | $ | 0.16 | $ | 0.30 | $ | 0.24 | ||||||
| Estimated loss on disposal of discontinued operations, net | (0.07 | ) | | (0.07 | ) | | ||||||||
| Cumulative effect of change in accounting principle, net | | | (0.01 | ) | (2.65 | ) | ||||||||
| Net (loss) income per common share | $ | 0.16 | $ | 0.16 | $ | 0.22 | $ | (2.41 | ) | |||||
| Diluted weighted average common shares outstanding | 24,101 | 23,939 | 23,996 | 23,697 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| |
Six Months Ended October 31, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2001 |
2002 |
|||||||
| Cash Flows from Operating Activities: | |||||||||
| Net (loss) income | $ | 6,673 | $ | (55,591 | ) | ||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities | |||||||||
| Depreciation and amortization | 25,565 | 24,277 | |||||||
| Estimated loss on disposal of discontinued operations, net | 1,625 | | |||||||
| Cumulative effect of change in accounting principle, net | 250 | 62,825 | |||||||
| (Income) loss from equity method investments | 508 | (1,751 | ) | ||||||
| Gain on investments, net | (1,654 | ) | | ||||||
| Loss (gain) on sale of equipment | (158 | ) | 220 | ||||||
| Gain on sale of assets | (4,698 | ) | | ||||||
| Non cash directors compensation | 20 | 20 | |||||||
| Minority interest | (31 | ) | (152 | ) | |||||
| Deferred income taxes | 2,311 | 4,364 | |||||||
| Changes in assets and liabilities, net of effects of acquisitions and divestitures | |||||||||
| Accounts receivable | 2,960 | (10,126 | ) | ||||||
| Accounts payable | 3,377 | 10,776 | |||||||
| Other assets and liabilities | 777 | (3,435 | ) | ||||||
| 30,852 | 87,018 | ||||||||
| Net Cash Provided by Operating Activities | 37,525 | 31,427 | |||||||
| Cash Flows from Investing Activities: | |||||||||
| Acquisitions, net of cash acquired | (311 | ) | (1,486 | ) | |||||
| Proceeds from divestitures, net of cash divested | 28,646 | | |||||||
| Additions to property, plant and equipment | (21,994 | ) | (20,667 | ) | |||||
| Proceeds from sale of equipment | 820 | 340 | |||||||
| Proceeds from sale of investments | 3,530 | | |||||||
| Distributions from (advances to) unconsolidated entities | (1,476 | ) | 500 | ||||||
| Other | 229 | | |||||||
| Net Cash (Used In) Provided by Investing Activities | 9,444 | (21,313 | ) | ||||||
| Cash Flows from Financing Activities: | |||||||||
| Proceeds from long-term borrowings | 35,915 | 54,550 | |||||||
| Principal payments on long-term debt | (94,936 | ) | (59,579 | ) | |||||
| Proceeds from exercise of stock options | 1,718 | 427 | |||||||
| Net Cash Used In Financing Activities | (57,303 | ) | (4,602 | ) | |||||
| Cash provided by (used in) discontinued operations | (5,295 | ) | 466 | ||||||
| Net increase (decrease) in cash and cash equivalents | (15,629 | ) | 5,978 | ||||||
| Cash and cash equivalents, beginning of period | 22,001 | 4,298 | |||||||
| Cash and cash equivalents, end of period | $ | 6,372 | $ | 10,276 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
| |
Six Months Ended October 31, |
||||||
|---|---|---|---|---|---|---|---|
| |
2001 |
2002 |
|||||
| Supplemental Disclosures of Cash Flow Information: | |||||||
| Cash paid during the period for | |||||||
| Interest | $ | 18,990 | $ | 11,237 | |||
| Income taxes, net of refunds | $ | 83 | $ | 471 | |||
Supplemental Disclosures of Non-Cash Investing and Financing Activities: |
|||||||
| Summary of entities acquired in purchase business combinations | |||||||
| Fair market value of assets acquired | $ | 336 | $ | 1,589 | |||
| Notes receivable exchanged for assets | (25 | ) | | ||||
| Cash paid, net | (311 | ) | (1,486 | ) | |||
Liabilities assumed |
$ |
|
$ |
103 |
|||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except for per share data)
1. ORGANIZATION
The consolidated balance sheets of Casella Waste Systems, Inc. and Subsidiaries (the "Company") as of April 30, 2002 and October 31, 2002, the consolidated statements of operations for the three and six months ended October 31, 2001 and 2002 and the consolidated statements of cash flows for the six months ended October 31, 2001 and 2002 are unaudited. In the opinion of management, such 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 consolidated financial statements presented herein should be read in connection with the Company's audited consolidated financial statements as of and for the twelve months ended April 30, 2002. These were included as part of the Company's Annual Report on Form 10-K (the "Annual Report"). The results of the six months ended October 31, 2002 may not be indicative of the results that may be expected for the fiscal year ending April 30, 2003.
2. BUSINESS COMBINATIONS
During the six months ended October 31, 2002, the Company acquired three solid waste hauling operations in transactions accounted for as purchases. These transactions were in exchange for consideration of $1,486 in cash to the sellers. During the six months ended October 31, 2001, the Company acquired two solid waste hauling operations accounted for as purchases. These transactions were in exchange for consideration of $311 in cash to the sellers. The operating results of these businesses are included in the consolidated statements of operations from the dates of acquisition. The purchase prices have been allocated to the net assets acquired based on their fair values at the dates of acquisition with the residual amounts allocated to goodwill.
The following unaudited pro forma combined information shows the results of the Company's operations as though each of the acquisitions had been completed as of May 1, 2001.
| |
Six Months Ended October 31, 2001 |
Six Months Ended October 31, 2002 |
|||||
|---|---|---|---|---|---|---|---|
| Revenues | $ | 222,918 | $ | 230,755 | |||
| Operating income | 24,178 | 25,237 | |||||
| Net (loss) income available to common stockholders | 5,345 | (57,089 | ) | ||||
| Diluted net (loss) income per common share | $ | 0.22 | $ | (2.41 | ) | ||
| Diluted weighted average common shares outstanding | 23,996 | 23,697 | |||||
The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions taken place as of May 1, 2001 or the results of future operations of the Company. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions.
F-8
3. ADOPTION OF NEW ACCOUNTING STANDARDS
(a) SFAS No. 142, Goodwill and Other Intangible Assets
In July 2001, the FASB issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. These new standards significantly modify the current accounting rules related to accounting for business acquisitions, amortization of intangible assets and the method of accounting for impairments of existing goodwill. The effective date for SFAS No. 142 is fiscal years beginning after December 15, 2001.
SFAS No. 142, among other things, eliminates the amortization of goodwill and requires an annual assessment of goodwill impairment by applying a fair value based test. SFAS No. 142 requires that any goodwill recorded in connection with an acquisition consummated on or after July 1, 2001 not be amortized. The Company performed an impairment test as of May 1, 2002 and goodwill was determined to be impaired and the amount of $62,825 (net of tax benefit of $189) was charged to earnings as a cumulative effect of a change in accounting principle. The goodwill impairment is associated with the assets acquired by the Company in connection with its acquisition of KTI. Remaining goodwill will be tested for impairment on an annual basis and further impairment charges may result. In accordance with the non-amortization provisions of SFAS No. 142, remaining goodwill will not be amortized going forward. The following schedule reflects net income and earnings per share for the three and six months ended October 31, 2001 and 2002 adjusted to exclude goodwill amortization and impairment charges.
| |
Three Months Ended October 31, |
Six Months Ended October 31, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2001 |
2002 |
2001 |
2002 |
||||||||||
| Reported net (loss) income available to common stockholders | $ | 3,789 | $ | 3,861 | $ | 5,268 | $ | (57,119 | ) | |||||
| Goodwill impairment charge, net of taxes | | | | 62,825 | ||||||||||
| Goodwill amortization (net of income taxes of $354, $0, $635 and $0) | 1,319 | | 2,370 | | ||||||||||
| Adjusted net income available to common stockholders | $ | 5,108 | $ | 3,861 | $ | 7,638 | $ | 5,706 | ||||||
| Basic earnings per common share: | ||||||||||||||
| Reported net (loss) income available to common stockholders | $ | 0.16 | $ | 0.16 | $ | 0.23 | $ | (2.41 | ) | |||||
| Goodwill impairment charge, net of taxes | | | | 2.65 | ||||||||||
| Goodwill amortization, net of taxes | 0.06 | | 0.10 | | ||||||||||
| Adjusted basic earnings per share available to common stockholders | $ | 0.22 | $ | 0.16 | $ | 0.33 | $ | 0.24 | ||||||
| Diluted earnings per common share: | ||||||||||||||
| Reported net (loss) income available to common stockholders | $ | 0.16 | $ | 0.16 | $ | 0.22 | $ | (2.41 | ) | |||||
| Goodwill impairment charge, net of taxes | | | | 2.65 | ||||||||||
| Goodwill amortization, net of taxes | 0.05 | | 0.10 | | ||||||||||
| Adjusted diluted earnings per share available to common stockholders | $ | 0.21 | $ | 0.16 | $ | 0.32 | $ | 0.24 | ||||||
F-9
(b) SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
On May 1, 2002, the Company adopted SFAS No. 144, Accounting for the Impairment of Long-Lived Assets. Among other things, this standard requires that the assets and liabilities of a disposal group held for sale (including those of discontinued operations) be presented separately in the asset and liability sections, respectively, of the balance sheet. The standard also requires reclassification of such items if financial statements are reissued. The table below shows the balance sheet as previously reported, and also as reclassified pursuant to SFAS No. 144.
| |
April 30, 2002 |
October 31, 2002 |
|||||
|---|---|---|---|---|---|---|---|
| As previously reported: | |||||||
| Net assets held for sale | $ | | $ | | |||
| Net assets of discontinued operations | 1,619 | 1,153 | |||||
| Other current assets | 75,481 | 87,074 | |||||
| Total current assets | 77,100 | 88,227 | |||||
| Non-current assets | 543,941 | 484,496 | |||||
| Total assets | $ | 621,041 | $ | 572,723 | |||
| Current liabilities | $ | 73,083 | $ | 77,025 | |||
| Non-current liabilities | 310,432 | 311,594 | |||||
| Total liabilities | $ | 383,515 | $ | 388,619 | |||
| Reclassified pursuant to FAS 144: | |||||||
| Assets held for sale | $ | 2,447 | $ | 2,414 | |||
| Other current assets | 75,481 | 87,074 | |||||
| Total current assets | 77,928 | 89,488 | |||||
| Non-current assets | 543,941 | 484,496 | |||||
| Total assets | $ | 621,869 | $ | 573,984 | |||
| Liabilities of operations held for sale | $ | 828 | $ | 1,261 | |||
| Other current liabilities | 73,083 | 77,025 | |||||
| Total current liabilities | 73,911 | 78,286 | |||||
| Other non-current liabilities | 310,432 | 311,594 | |||||
| Total liabilities | $ | 384,343 | $ | 389,880 | |||
4. LEGAL PROCEEDINGS
In the normal course of its business and as a result of the extensive governmental regulation of the waste industry, the Company may periodically become subject to various judicial and administrative proceedings involving Federal, state or local agencies. In these proceedings, an agency may seek to impose fines on the Company or to revoke, or to deny renewal of, an operating permit held by the Company. In addition, the Company may become party to various claims and suits pending for alleged damages to persons and property, alleged violation of certain laws and for alleged liabilities arising out of matters occurring during the normal operation of the waste management business.
The Company is a defendant in certain other lawsuits alleging various claims, none of which, either individually or in the aggregate, the Company believes are material to its financial condition, results of operations or cash flows.
F-10
5. ENVIRONMENTAL LIABILITIES
The Company is subject to liability for any environmental damage, including personal injury and property damage, that its 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 existing before the Company acquired the facilities. The Company may also be subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if the Company or its predecessors arrange to transport, treat or dispose of those materials. Any substantial liability incurred by the Company arising from environmental damage could have a material adverse effect on the Company's business, financial condition and results of operations. The Company is not presently aware of any situations that it expects would have a material adverse impact.
6. EARNINGS PER SHARE
The following table sets forth the numerator and denominator used in the computation of earnings per share from continuing operations before discontinued operations and cumulative effect of change in accounting principle on a basic and diluted basis for the three and six months ended October 31, 2001 and 2002:
| |
Three Months Ended October 31, |
Six Months Ended October 31, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2001 |
2002 |
2001 |
2002 |
||||||||||
| Numerator: | ||||||||||||||
| Net income from continuing operations before discontinued operations and cumulative effect of change in accounting principle | $ | 6,117 | $ | 4,630 | $ | 8,548 | $ | 7,234 | ||||||
| Less: Preferred dividends | (703 | ) | (769 | ) | (1,405 | ) | (1,528 | ) | ||||||
| Net income from continuing operations before discontinued operations and cumulative effect of change in accounting principle available to common stockholders | $ | 5,414 | $ | 3,861 | $ | 7,143 | $ | 5,706 | ||||||
| Denominator: | ||||||||||||||
| Number of shares outstanding, end of period: | ||||||||||||||
| Class A common stock | 22,440 | 22,724 | 22,440 | 22,724 | ||||||||||
| Class B common stock | 988 | 988 | 988 | 988 | ||||||||||
| Effect of weighted average shares outstanding during period | (19 | ) | (2 | ) | (90 | ) | (15 | ) | ||||||
| Weighted average number of common shares used in basic EPS | 23,409 | 23,710 | 23,338 | 23,697 | ||||||||||
| Impact of potentially dilutive securities: | ||||||||||||||
| Dilutive effect of options, warrants and contingent stock | 692 | 229 | 658 | | ||||||||||
| Weighted average number of common shares used in diluted EPS | 24,101 | 23,939 | 23,996 | 23,697 | ||||||||||
For the three and six months ended October 31, 2001, 7,381 and 7,371 common stock equivalents related to options, convertible debt, and redeemable convertible preferred stock, respectively, were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive.
F-11
For the three and six months ended October 31, 2002, 8,556 and 8,951 common stock equivalents related to options, convertible debt, and redeemable convertible preferred stock, respectively, were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive.
7. COMPREHENSIVE (LOSS) INCOME
Comprehensive (loss) income represents the change in the Company's equity from transactions and other events and circumstances from non-owner sources and includes all changes in equity except those resulting from investments by owners and distributions to owners.
Comprehensive (loss) income for the three and six months ended October 31, 2002 is as follows:
| |
Three Months Ended October 31, 2002 |
Six Months Ended October 31, 2002 |
|||||
|---|---|---|---|---|---|---|---|
| Net (loss) income | $ | 4,630 | $ | (55,591 | ) | ||
| Other comprehensive income | 1,297 | 1,723 | |||||
| Comprehensive (loss) income | $ | 5,927 | $ | (53,868 | ) | ||
The components of other comprehensive income for the three and six months ended October 31, 2002 are shown as follows:
| |
Three Months Ended October 31, 2002 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
Gross |
Tax effect |
Net of Tax |
|||||||
| Changes in fair value of marketable securities during the period, net | $ | (3 | ) | $ | | $ | (3 | ) | ||
| Change in fair value of interest rate swaps and commodity hedges during period, net | 2,186 | 886 | 1,300 | |||||||
| $ | 2,183 | $ | 886 | $ | 1,297 | |||||
| |
Six Months Ended October 31, 2002 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
Gross |
Tax effect |
Net of Tax |
|||||||
| Changes in fair value of marketable securities during the period, net | $ | (40 | ) | $ | | $ | (40 | ) | ||
| Change in fair value of interest rate swaps and commodity hedges during period, net | 2,965 | 1,202 | 1,763 | |||||||
| $ | 2,925 | $ | 1,202 | $ | 1,723 | |||||
8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company's strategy to hedge against fluctuations in variable interest rates involves entering into interest rate swaps that are specifically designated to existing interest payments under the credit facility and accounted for as cash flow hedges pursuant to SFAS No. 133, Accounting for Derivative Investments and Hedging Activities. The Company has six interest rate swaps outstanding, expiring at various times between January and April 2003 with an aggregate notional amount of $250,000. The Company has evaluated these swaps and believes these instruments qualify for hedge accounting pursuant to SFAS No. 133. As of October 31, 2002 the fair value of these swaps was an obligation of $4,389, with the net amount (net of taxes of $1,758) recorded as an unrealized loss in accumulated other comprehensive loss. The estimated net amount of the
F-12
existing losses as of October 31, 2002 included in accumulated other comprehensive loss expected to be reclassified into earnings as payments are either made or received under the terms of the interest rate swaps within the next 12 months is approximately $4,389. The actual amounts reclassified into earnings are dependent on future movements in interest rates.
The Company's strategy to hedge against fluctuations in the commodity prices of recycled paper is to enter into hedges to mitigate the variability in cash flows generated from the sales of recycled paper at floating prices, resulting in a fixed price being received from these sales. The Company has eleven commodity hedge contracts outstanding. These contracts expire between August 2003 and August 2005. The Company has evaluated these hedges and believes that these instruments qualify for hedge accounting pursuant to SFAS No. 133. As of October 31, 2002 the fair value of these hedges was an obligation of $70, with the net amount (net of taxes of $28) recorded as an unrealized loss in accumulated other comprehensive loss.
On December 2, 2001, Enron Corporation ("Enron"), filed for Chapter 11 bankruptcy protection. As a result of the filing, the Company executed the early termination provisions provided under the forward contracts for which Enron was the counterparty, and the Company filed a claim with the bankruptcy court. Deferred gains of approximately $186, net of tax, related to the Company's terminated contracts with Enron were included in accumulated other comprehensive loss, and will be reclassified into earnings as the original hedged transactions settle. Additionally, the Company agreed with its equity method investee, US GreenFiber LLC ("GreenFiber"), to include GreenFiber in its claim (as allowed under the applicable affiliate provisions) in exchange for entering into commodity contracts between GreenFiber and the Company on terms identical to those with Enron. Subsequent changes in the fair value of these commodity contracts ($245 as of October 31, 2002) will be reflected in earnings until their March 2003 termination.
9. SEGMENT REPORTING
SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments in financial statements. In general, SFAS No. 131 requires that business entities report selected information about operating segments in a manner consistent with that used for internal management reporting.
The Company classifies its operations into Eastern, Central, Western and FCR Recycling. The Company's revenues in the Eastern, Central and Western segments are derived mainly from one industry segment, which includes the collection, transfer, recycling and disposal of non-hazardous solid waste. The Eastern Region also includes Maine Energy, which generates electricity from non-hazardous solid waste. The Company's revenues in the FCR Recycling segment are derived from integrated waste handling services, including processing and recycling of wood, paper, metals, aluminum, plastics and glass and brokerage of recycled materials. Ancillary operations, mainly residue recycling, major customer accounts and investments in unconsolidated entities, are included in Other.
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| |
Eastern Region |
Central Region |
Western Region |
FCR Recycling |
Other |
Eliminations |
Total |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended October 31, 2001 (1): | |||||||||||||||||||||
| Outside revenues | $ | 39,512 | $ | 25,431 | $ | 17,445 | $ | 22,836 | $ | 4,561 | $ | | $ | 109,785 | |||||||
| Inter-segment revenues | 9,021 | 11,947 | 3,681 | 485 | 308 | (25,442 | ) | | |||||||||||||
| Net income (loss) from continuing operations before discontinued operations and cumulative effect of change in accounting principle | 1,666 | 5,108 | 799 | (1,143 | ) | (313 | ) | | 6,117 | ||||||||||||
| Total assets | $ | 269,237 | $ | 116,996 | $ | 110,094 | $ | 71,444 | $ | 74,676 | $ | | $ | 642,447 | |||||||
| |
Eastern Region |
Central Region |
Western Region |
FCR Recycling |
Other |
Eliminations |
Total |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended October 31, 2002: | |||||||||||||||||||||
| Outside revenues | $ | 40,905 | $ | 25,398 | $ | 18,210 | $ | 26,375 | $ | 3,609 | $ | | $ | 114,497 | |||||||
| Inter-segment revenues | 10,726 | 11,983 | 3,830 | 1,926 | | (28,465 | ) | | |||||||||||||
| Net income (loss) from continuing operations before discontinued operations and cumulative effect of change in accounting principle | 15 | 5,942 | 1,460 | 254 | (3,041 | ) | | 4,630 | |||||||||||||
| Total assets | $ | 214,062 | $ | 113,676 | $ | 108,034 | $ | 61,437 | $ | 76,775 | $ | | $ | 573,984 | |||||||
| |
Eastern Region |
Central Region |
Western Region |
FCR Recycling |
Other |
Eliminations |
Total |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six Months Ended October 31, 2001 (1): | |||||||||||||||||||||
| Outside revenues | $ | 78,591 | $ | 51,177 | $ | 35,081 | $ | 46,960 | $ | 10,317 | $ | | $ | 222,126 | |||||||
| Inter-segment revenues | 16,829 | 24,405 | 8,187 | 3,199 | 1,849 | (54,469 | ) | | |||||||||||||
| Net income (loss) from continuing operations before discontinued operations and cumulative effect of change in accounting principle | 2,318 | 10,378 | 1,778 | (3,114 | ) | (2,812 | ) | | 8,548 | ||||||||||||
| Total assets | $ | 269,237 | $ | 116,996 | $ | 110,094 | $ | 71,444 | $ | 74,676 | $ | | $ | 642,447 | |||||||
| |
Eastern Region |
Central Region |
Western Region |
FCR Recycling |
Other |
Eliminations |
Total |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six Months Ended October 31, 2002: | |||||||||||||||||||||
| Outside revenues | $ | 80,033 | $ | 50,756 | $ | 35,534 | $ | 56,722 | $ | 7,352 | $ | | $ | 230,397 | |||||||
| Inter-segment revenues | 20,451 | 24,380 | 7,724 | 5,711 | (58,266 | ) | | ||||||||||||||
| Net income (loss) from continuing operations before discontinued operations and cumulative effect of change in accounting principle | (365 | ) | 11,378 | 2,532 | 60 | (6,371 | ) | | 7,234 | ||||||||||||
| Total assets | $ | 214,062 | $ | 113,676 | $ | 108,034 | $ | 61,437 | $ | 76,775 | $ | | $ | 573,984 | |||||||
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10. DISCONTINUED OPERATIONS
At the end of fiscal year 2001, the Company adopted a formal plan to dispose of its Tire Processing, Commercial Recycling and Mulch Recycling businesses (herein "discontinued businesses"). The Company has accounted for planned dispositions in accordance with APB Opinion No. 30, Reporting the Effects of Disposal of a Segment of a Business, and accordingly, discontinued businesses are carried at estimated net realizable value less costs to be incurred through the date of disposition.
Net assets of discontinued operations at October 31, 2002 represent a commercial recycling facility that the Company expects to sell in fiscal year 2003. Net assets of discontinued operations are stated at their expected net realizable value and have been separately classified in the accompanying balance sheets.
11. NET ASSETS UNDER CONTRACTUAL OBLIGATION
Effective September 30, 2002, the Company transferred its export brokerage operations to former employees who had been responsible for managing that business. Consideration for the transaction was in the form of two notes receivable amounting to $5,463. These notes are payable within five years of the anniversary date of the transaction from free cash flow generated from the operations. The Company has not accounted for this transaction as a sale based on an assessment that the risks and other incidents of ownership have not sufficiently transferred to the buyer. The net assets of the operation are disclosed in the balance sheet as "net assets under contractual obligation", and will be reduced as payments are made.
12. NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued SFAS No.143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes the cost by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, the entity either settles the obligation for the amount recorded or incurs a gain or loss. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company will adopt SFAS No. 143 beginning May 1, 2003. Management is evaluating the effect of this statement on the Company's results of operations and financial position as well as related disclosures.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145, among other things, restricts the classification of gains and losses from extinguishment of debt as extraordinary such that most debt extinguishment gains and losses will no longer be classified as extraordinary. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. Upon adoption, gains and losses on future debt extinguishment, if any, will be recorded in pre-tax income. Management is evaluating the effect of this statement on the Company's results of operations and financial position as well as related disclosures.
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In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses costs such as restructuring, involuntary termination of employees and consolidating facilities but excludes from its scope exit and disposal activities that are in connection with a business combination and those activities to which SFAS No. 143 and No. 144 are applicable. SFAS No. 146 is effective for exit and disposal activities that are initiated after December 31, 2002. Management is evaluating the effect of this statement on the Company's results of operations and financial position as well as related disclosures.
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