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What changed in CASELLA WASTE SYSTEMS INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of CASELLA WASTE SYSTEMS INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+373 added−377 removedSource: 10-K (2025-02-18) vs 10-K (2024-02-16)

Top changes in CASELLA WASTE SYSTEMS INC's 2024 10-K

373 paragraphs added · 377 removed · 316 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

127 edited+21 added−26 removed131 unchanged
Biggest changeThe estimated capacity at our landfills is subject to change based on engineering factors, requirements of regulatory authorities, our ability to continue to operate our landfills in compliance with applicable regulations and our ability to successfully renew operating permits and obtain expansion permits at our sites. 9 Table of Contents The following table (in thousands) reflects the aggregate landfill capacity and airspace changes, in tons, for landfills we operated during fiscal years 2023, 2022 and 2021: Fiscal Year 2023 Fiscal Year 2022 Fiscal Year 2021 Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Balance, beginning of year 57,547 49,632 107,179 58,705 47,251 105,956 42,681 31,239 73,920 New expansions pursued (3) — — — — 4,494 4,494 19,607 16,200 35,807 Permits granted — — — — — — — — — Airspace consumed (3,615) — (3,615) (3,672) — (3,672) (3,675) — (3,675) Changes in engineering estimates (4) 703 783 1,486 2,514 (2,113) 401 92 (188) (96) Balance, end of year 54,635 50,415 105,050 57,547 49,632 107,179 58,705 47,251 105,956 (1) We convert estimated remaining permitted capacity and estimated additional permittable capacity from cubic yards to tons by assuming a compaction factor derived from historical average compaction factors, with modification for future anticipated changes.
Biggest changeThe following table (in thousands) reflects the aggregate landfill capacity and airspace changes, in tons, for landfills we operated during fiscal year 2024, fiscal year 2023 and the fiscal year ended December 31, 2022, (“fiscal year 2022”): Fiscal Year 2024 Fiscal Year 2023 Fiscal Year 2022 Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Balance, beginning of year 54,635 50,415 105,050 57,547 49,632 107,179 58,705 47,251 105,956 New expansions pursued (3) — — — — — — — 4,494 4,494 Airspace consumed (3,401) — (3,401) (3,615) — (3,615) (3,672) — (3,672) Changes in engineering estimates (4) 1,722 (1,226) 496 703 783 1,486 2,514 (2,113) 401 Balance, end of year 52,956 49,189 102,145 54,635 50,415 105,050 57,547 49,632 107,179 (1) We convert estimated remaining permitted capacity and estimated additional permittable capacity from cubic yards to tons by assuming a compaction factor derived from historical average compaction factors, with modification for future anticipated changes.
We manage our resource renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs.
We manage our resource renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs.
In 2004, we completed transactions with the State of Maine and Georgia-Pacific Corporation (“Georgia Pacific”), pursuant to which the State of Maine took ownership of Juniper Ridge Landfill, formerly owned by Georgia Pacific, and we became the operator under a 30-year operating and services agreement between us and the State of Maine.
In 2004, we completed transactions with the State of Maine and Georgia-Pacific Corporation (“Georgia Pacific”), pursuant to which the State of Maine took ownership of the Juniper Ridge Landfill, formerly owned by Georgia Pacific, and we became the operator under a 30-year operating and services agreement between us and the State of Maine.
Juniper Ridge Landfill currently consists of approximately 150 acres of permitted or permittable landfill area, which is sufficient to permit the additional airspace required for the term of the 30-year operating and services agreement, and is permitted to accept the following waste originating from the State of Maine: C&D material, ash from municipal solid waste incinerators and fossil fuel boilers, front end processed residuals and bypass municipal solid waste from waste-to-energy facilities and certain pre-approved special waste.
The Juniper Ridge Landfill currently consists of approximately 150 acres of permitted or permittable landfill area, which is sufficient to permit the additional airspace required for the term of the 30-year operating and services agreement, and is permitted to accept the following waste originating from the State of Maine: C&D material, ash from municipal solid waste incinerators and fossil fuel boilers, front end processed residuals and bypass municipal solid waste from waste-to-energy facilities and certain pre-approved special waste.
Waste USA Landfill is a Subtitle D landfill located in Coventry, Vermont that we purchased in 1995, and is the only operating permitted Subtitle D landfill in the State of Vermont.
The Waste USA Landfill is a Subtitle D landfill located in Coventry, Vermont that we purchased in 1995, and is the only operating permitted Subtitle D landfill in the State of Vermont.
The Waste USA Landfill site houses a landfill gas-to-energy plant, which is owned and operated by a third-party, that has the capacity to generate 8.0 MW of energy. Clinton County Landfill. Clinton County Landfill is a Subtitle D landfill located in Morrisonville, New York that we have operated under an operating, management and lease agreement since 1996.
The Waste USA Landfill site houses a landfill gas-to-energy plant, which is owned and operated by a third party, that has the capacity to generate 8.0 MW of energy. Clinton County Landfill. The Clinton County Landfill is a Subtitle D landfill located in Morrisonville, New York that we have operated under an operating, management and lease agreement since 1996.
The Clinton County Landfill site houses a landfill gas-to-energy facility, which we own, but is operated by a third party, that has the capacity to generate 6.4 MW of energy. Hyland Landfill. Hyland Landfill is a Subtitle D landfill located in Angelica, New York that we own, and that began accepting waste in 1998.
The Clinton County Landfill site houses a landfill gas-to-energy facility, which we own, but is operated by a third party, that has the capacity to generate 6.4 MW of energy. Hyland Landfill. The Hyland Landfill is a Subtitle D landfill located in Angelica, New York that we own, and that began accepting waste in 1998.
Our operations can be adversely affected by periods of inclement or severe weather, which and may increase with the physical impacts of climate change and could increase our operating costs associated with the collection and disposal of waste, delay the collection and disposal of waste, reduce the volume of waste delivered to our disposal sites, increase the volume of waste collected under our existing contracts (without corresponding compensation), decrease the throughput and operating efficiency of our materials recycling facilities, or delay construction or expansion of our landfill sites and other facilities.
Our operations can be adversely affected by periods of inclement or severe weather, which may increase with the physical impacts of climate change and could increase our operating costs associated with the collection and disposal of waste, delay the collection and disposal of waste, reduce the volume of waste delivered to our disposal sites, increase the volume of waste collected under our existing contracts (without corresponding compensation), decrease the throughput and operating efficiency of our materials recycling facilities, or delay construction or expansion of our landfill sites and other facilities.
Clinton County Landfill currently consists of approximately 197 acres of permitted or permittable landfill area, portions of which are leased from Clinton County, and other portions owned by us, is permitted to accept up to approximately 0.3 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
The Clinton County Landfill currently consists of approximately 197 acres of permitted or permittable landfill area, portions of which are leased from Clinton County, and other portions owned by us, is permitted to accept up to approximately 0.3 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
Sales and Marketing We have aligned our sales and marketing strategies with other customer-facing teams - Customer Care, Business Development, Sales Operations, Marketing, Community Engagement, and Sustainability - to better serve our customers while delivering on several key strategic initiatives for sustainable growth.
Sales and Marketing We have aligned our sales and marketing strategies with our customer-facing teams - Customer Care, Business Development, Sales Operations, Marketing, Community Engagement, and Sustainability - to better serve our customers while delivering on several key strategic initiatives for sustainable growth.
Hyland Landfill currently consists of approximately 178 acres of permitted or permittable landfill area and is permitted to accept up to 0.5 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
The Hyland Landfill currently consists of approximately 178 acres of permitted or permittable landfill area and is permitted to accept up to 0.5 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
Hakes Landfill currently consists of approximately 122 acres of permitted and permittable landfill area and is permitted to accept up to 0.5 million tons of C&D material annually. Chemung County Landfill. Chemung County Landfill is a Subtitle D landfill located in Chemung, New York.
The Hakes Landfill currently consists of approximately 122 acres of permitted and permittable landfill area and is permitted to accept up to 0.5 million tons of C&D material annually. Chemung County Landfill. The Chemung County Landfill is a Subtitle D landfill located in Chemung, New York.
McKean Landfill currently consists of approximately 256 acres of permitted or permittable landfill area and is permitted to accept up to approximately 1.6 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
The McKean Landfill currently consists of approximately 256 acres of permitted or permittable landfill area and is permitted to accept up to approximately 1.6 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
Waste USA Landfill consists of approximately 144 acres of permitted or permittable landfill area and is permitted to accept up to 0.6 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
The Waste USA Landfill consists of approximately 144 acres of permitted or permittable landfill area and is permitted to accept up to 0.6 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
Ontario County Landfill currently consists of approximately 171 acres of permitted or permittable landfill area and is permitted to accept up to 0.9 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually and is strategically situated to accept long haul volume from both the eastern and downstate New York markets.
The Ontario County Landfill currently consists of approximately 171 acres of permitted landfill area and is permitted to accept up to 0.9 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually, and is strategically situated to accept long haul volume from both the eastern and downstate New York markets.
Compliance with existing and future legal and regulatory requirements, including changes relating to per- and polyfluoroalkyl substances (commonly referred to as "PFAS") and other chemicals of emerging concern, and limitations or bans on disposal of certain types of wastes or on the transportation of waste, could increase our costs to operate or require additional capital expenditures.
Compliance with existing and future legal and regulatory requirements, including changes relating to per- and polyfluoroalkyl substances (commonly referred to as “PFAS”) and other chemicals of emerging concern, and limitations or bans on disposal of certain types of wastes or on the transportation of waste, could increase our costs to operate or require additional capital expenditures.
In 2005, we entered into a 25-year operation, management and lease agreement for Chemung County Landfill and certain other facilities with Chemung County.
In 2005, we entered into a 25-year operation, management and lease agreement for the Chemung County Landfill and certain other facilities with Chemung County.
Our closed landfills consist of the following landfills: In fiscal year 2017, we initiated a plan to cease operations of the Town of Southbridge, Massachusetts landfill (“Southbridge Landfill”) and decided to not proceed with expansion efforts and to close Southbridge Landfill once the remaining capacity had been exhausted, which occurred in fiscal year 2018.
Our closed landfills consist of the following landfills: In 2017, we initiated a plan to cease operations of the Town of Southbridge, Massachusetts landfill (“Southbridge Landfill”) and decided to not proceed with expansion efforts and to close the Southbridge Landfill once the remaining capacity had been exhausted, which occurred in 2018.
Our business strategy generally focuses on operating in secondary or tertiary markets where we have a strong market presence.
Our business strategy generally focuses on operating in secondary or tertiary markets where we often have a strong market presence.
Through comprehensive compensation and benefits, ongoing employee development, tuition reimbursement and a focus on health, safety and employee well-being, we wish to help our employees in all aspects of their lives so they can realize their value and do their best work.
Through comprehensive compensation and benefits, ongoing employee development, tuition reimbursement and a focus on health, safety and employee well-being, we seek to help our employees in all aspects of their lives so they can realize their value and do their best work.
Management’s Discussion and Analysis of Results of Operations and Financial Condition ” and “Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K. Solid Waste Operations Solid waste operations within our Eastern, Western and Mid-Atlantic regions consist of a comprehensive range of solid waste services.
Management’s Discussion and Analysis of Results of Operations and Financial Condition ” and “Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K. 8 Table of Contents Solid Waste Operations Solid waste operations within our Eastern, Western and Mid-Atlantic regions consist of a comprehensive range of solid waste services.
We are party to an agreement for the construction of a landfill renewable natural gas ("RNG") facility, which will be constructed, owned and operated by a third-party. Juniper Ridge Landfill. Juniper Ridge Landfill is a Subtitle D landfill located in West Old Town, Maine.
We are party to an agreement for the construction of a landfill renewable natural gas (“RNG”) facility, which will be constructed, owned and operated by a third party. Juniper Ridge Landfill. The Juniper Ridge Landfill is a Subtitle D landfill located in West Old Town, Maine.
Some of those liens may take priority over previously filed instruments. Some states have enacted statutes that impose liability for substances in addition to the “hazardous substances” listed by the EPA under CERCLA. Many municipalities in which we currently operate or may operate in the future also have ordinances, laws and regulations affecting our operations.
Some of those liens may take priority over previously filed instruments. Some states have enacted statutes that impose liability for substances in addition to the “hazardous substances” listed by the EPA under CERCLA. 17 Table of Contents Many municipalities in which we currently operate or may operate in the future also have ordinances, laws and regulations affecting our operations.
From 2002 until he joined us, Mr. Coletta served as the Chief Financial Officer and was a member of the Board of Directors of Avedro, 19 Table of Contents Inc. (FKA ThermalVision, Inc.), an early-stage medical device company that he co-founded. From 1997 to 2001, he served as a research and development engineer for Lockheed Martin Michoud Space Systems. Mr.
From 2002 until he joined us, Mr. Coletta served as the Chief Financial Officer and was a member of the Board of Directors of Avedro, Inc. (FKA ThermalVision, Inc.), an early-stage medical device company that he co-founded. From 1997 to 2001, he served as a research and development engineer for Lockheed Martin Michoud Space Systems. Mr.
Sayward held sales and marketing roles with GlaxoSmithKline and Abbott Laboratories, as well as a sales and managerial position with First American Financial Corporation. Ms. Sayward holds a Bachelor of Arts degree from Middlebury College, completed a four-year law clerkship program, and is licensed to practice law in the State of Vermont. Sean M.
Sayward held sales and marketing roles with GlaxoSmithKline and Abbott Laboratories, as well as a 19 Table of Contents sales and managerial position with First American Financial Corporation. Ms. Sayward holds a Bachelor of Arts degree from Middlebury College, completed a four-year law clerkship program, and is licensed to practice law in the State of Vermont. Sean M.
Approximately 180 of our employees are covered by collective bargaining agreements. Health, Safety and Wellness A top priority across all of our operations is to protect the health and safety of our team and the communities that we serve.
Approximately 170 of our employees are covered by collective bargaining agreements. Health, Safety and Wellness A top priority across all of our operations is to protect the health and safety of our team and the communities that we serve.
In addition, the EPA has issued standards regulating the disposal of asbestos-containing materials under the Clean Air Act. The EPA is also focusing on the emissions of greenhouse gases ("GHG"), including carbon dioxide and methane.
In addition, the EPA has issued standards regulating the disposal of asbestos-containing materials under the Clean Air Act. The EPA is also focusing on the emissions of greenhouse gases (“GHG”), including carbon dioxide and methane.
We also continue to advance several key operational initiatives, including route optimization, fleet standardization and automation, acquisition integration and maintenance programs to further reduce our operating costs and further improve safety in our collection operations.
We also continue to advance several key operational initiatives, including route optimization and automation, acquisition integration and maintenance programs to further reduce our operating costs and improve safety in our collection operations.
We have developed a commercial driver's license ("CDL") training school and have partnered with several additional training schools across our operating footprint to help develop skilled drivers for our team.
We have developed a commercial driver's license (“CDL”) training school and have partnered with several additional training schools across our operating footprint to help develop skilled drivers for our team.
However, in the larger urban markets where we operate, we typically compete against one or more of the large national solid waste companies, including Waste Management, Inc., Republic Services, Inc. and Waste Connections, Inc., any of which may be able to achieve greater economies of scale than we can.
However, in the larger, more densely populated markets where we operate, we typically compete against one or more of the large national solid waste companies, including Waste Management, Inc., Republic Services, Inc. and Waste Connections, Inc., any of which may be able to achieve greater economies of scale than we can.
The EPA and environmental agencies within individual states in which we operate continue to consider and promulgate changes to water quality standards, action levels, remediation goals, and other federal or state regulatory standards for individual compounds or classes of compounds.
The EPA and environmental agencies within individual states in which we operate continue to consider and promulgate changes to water quality standards, action levels, remediation goals, and other federal or state regulatory standards for 18 Table of Contents individual compounds or classes of compounds.
Since we first began operating in Vermont in 1975, our business strategy has been firmly tied to creating a sustainable resource management model, and we continue to be rooted in these same tenets today.
Since we first began operating in Vermont in 1975, 50 years ago, our business strategy has been firmly tied to creating a sustainable resource management model, and we continue to be rooted in these same tenets today.
We strive to differentiate our services from our competitors by providing customized and comprehensive resource solutions, which enables us to win new business, including traditional solid waste collection and disposal customers. Competition The solid waste services industry is competitive and requires substantial labor and capital resources.
We strive to differentiate our services from our competitors by providing customized and comprehensive resource solutions, which enables us to win new business, including traditional solid waste collection and disposal customers. 12 Table of Contents Competition The solid waste services industry is competitive and requires substantial labor and capital resources.
“ Quantitative and Qualitative Disclosure About Market Risk ” of this Annual Report on Form 10-K for further discussion over commodity price volatility. 12 Table of Contents National Accounts.
“ Quantitative and Qualitative Disclosure About Market Risk ” of this Annual Report on Form 10-K for further discussion over commodity price volatility. National Accounts.
“ Risk Factors ” of this Annual Report on Form 10-K for further disclosure. We self-insure for automobile and workers’ compensation coverage with reinsurance coverage limiting our maximum exposure. In fiscal year 2023, our maximum exposure per individual event under the workers’ compensation plan was $1.25 million.
“ Risk Factors ” of this Annual Report on Form 10-K for further disclosure. We also self-insure for automobile and workers’ compensation coverage with reinsurance coverage limiting our maximum exposure. In fiscal year 2024, our maximum exposure per individual event under the workers’ compensation plan was $1.50 million.
Failure to comply with such requirements could result in substantial costs or penalties, including civil and criminal fines and penalties. We strive to conduct our operations in compliance with applicable laws, regulations and permits.
Failure to comply with such requirements could result in substantial costs or penalties, including civil and criminal fines and penalties. 14 Table of Contents We strive to conduct our operations in compliance with applicable laws, regulations and permits.
In fiscal year 2023, we processed and/or marketed in total over 0.8 million tons of recyclable materials, including tons marketed through our National Accounts business commodity brokerage division and our baling facilities located throughout our footprint. The pricing for recyclable materials can fluctuate based upon market conditions.
In fiscal year 2024, we processed and/or marketed over 1.1 million tons of recyclable materials, including tons marketed through our National Accounts business commodity brokerage division and our baling facilities located throughout our footprint. The pricing for recyclable materials can fluctuate based upon market conditions.
We have accomplished this by: (1) restructuring most third-party processing contracts to limit downside risk through processing fees; (2) implementing our sustainability recycling adjustment fee (“SRA Fee(s)”) that floats inversely to changes in recycling commodity prices; (3) investing in processing infrastructure to reduce operating costs and improve the quality of post-sorted commodities, such as the replacement and upgrade of the processing equipment at our Charlestown, Massachusetts materials recovery facility ("MRF") completed in fiscal year 2023; and (4) developing strong partnerships with industrial consumers of recycled materials to ensure circularity.
We have accomplished this by: (1) restructuring most third-party processing contracts to limit downside risk through processing fees; (2) implementing our sustainability recycling adjustment fee (“SRA Fee(s)”) that floats inversely to changes in recycling commodity prices; (3) investing in processing infrastructure to reduce operating costs and improve the quality of post-sorted commodities, such as the replacement and upgrade of the processing equipment at select materials recovery facilities (“MRF”); and (4) developing strong partnerships with industrial consumers of recycled materials to ensure circularity.
Our Eastern region consists of wastesheds located in Maine, northern, central and southeastern New Hampshire, central and eastern Massachusetts, and eastern Connecticut. We began entering into these wastesheds beginning in 1996 and have expanded primarily through acquisitions and organic growth since.
Our Eastern region consists of wastesheds located in Maine, northern, central and southeastern New Hampshire, central and eastern Massachusetts, and eastern Connecticut. We entered into these wastesheds beginning in 1996 and have expanded primarily through acquisitions and organic growth since that time.
Our multi-year facility strategy helps to guide decisions related to facility expansions, consolidations, and relocations as well as key property or facility acquisitions. We are also focused on developing facility standards that will create a more welcoming and accommodating experience for our employees, customers, vendors, and site visitors.
Our facility strategy helps to guide decisions related to facility expansions, consolidations, and relocations as well as key property or facility acquisitions. We are focused on facility standards that create a welcoming and accommodating experience for our employees, customers, vendors, and site visitors.
Our Western region consists of wastesheds located in Vermont, southwestern New Hampshire, eastern, western and upstate New York, western Massachusetts, and in Pennsylvania around our Subtitle D landfill located in Mount Jewett, Pennsylvania ("McKean Landfill"). We began entering into these wastesheds in 1997 and have expanded primarily through tuck-in acquisitions and organic growth since.
Our Western region consists of wastesheds located in Vermont, southwestern New Hampshire, western and upstate New York, western Massachusetts, and in Pennsylvania around our McKean Landfill. We began entering into these wastesheds in 1997 and have expanded primarily through tuck-in acquisitions and organic growth since then.
Our Eastern region consists of the following Subtitle D landfills located in Bethlehem, New Hampshire ("NCES Landfll") and West Old Town, Maine ("Juniper Ridge Landfill"): NCES Landfill. NCES Landfill is a Subtitle D landfill located in Bethlehem, New Hampshire that we purchased in 1994.
Our Eastern region consists of the following Subtitle D landfills located in Bethlehem, New Hampshire (“NCES Landfill”) and West Old Town, Maine (“Juniper Ridge Landfill”): NCES Landfill. The NCES Landfill is a Subtitle D landfill located in Bethlehem, New Hampshire that we purchased in 1994.
Our team consists of drivers, vehicle technicians, equipment operators, recycling facility sorters, engineers, accountants, customer care specialists, and many other key roles. As of January 31, 2024, we employed approximately 4,200 employees, including approximately 800 managerial, sales, clerical, information systems or other administrative employees and approximately 3,400 employees involved in collection, transfer, disposal, recycling, organics or other operations.
Our team consists of drivers, vehicle technicians, equipment operators, recycling facility sorters, engineers, accountants, customer care specialists, and many other key roles. As of January 31, 2025, we employed approximately 5,100 employees, including approximately 900 managerial, sales, clerical, information systems or other administrative employees and approximately 4,200 employees involved in collection, transfer, disposal, recycling, organics or other operations.
These solutions range from professional services to large industrial, institutional or multi-site retail customers, our organics business, which is a leader in organics processing and disposal, and our large scale, technology-driven recycling business.
These solutions range from professional services to large industrial, institutional or multi-site retail customers, our organics business, which provides organics processing and disposal, and our large scale, technology-driven recycling business.
Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. For more information about our reportable operating segments, please see " Operational Overview ." For financial information concerning our reportable operating segments and additional disclosure over the GFL Acquisition refer to “Item 7.
Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. For more information about our reportable operating segments, please see “ Operational Overview .” For financial information concerning our reportable operating segments refer to “Item 7.
As a result of our acquisition activity in fiscal year 2023, which included entry into new markets, we have grown our workforce by over 30% as compared to fiscal year 2022, to approximately 4,200 employees. Our integration process has focused on welcoming and introducing our culture to new team members as well as providing the necessary resources across all operations.
As a result of our acquisition activity in fiscal year 2024, which included entry into new markets, we have grown our workforce by over 20% as compared to fiscal year 2023, to over 5,000 employees. Our integration process has focused on welcoming and introducing our culture to new team members as well as providing the necessary resources across all operations.
We remain focused on increasing our vertical integration in our Western region through extension of our reach into new markets. Our Mid-Atlantic region consists of wastesheds located in eastern Pennsylvania, Delaware and Maryland. We began operations in these wastesheds in 2023 after the completion of the GFL Acquisition.
We remain focused on increasing our vertical integration in our Western region through extension of our reach into new markets. Our Mid-Atlantic region consists of wastesheds located in eastern Pennsylvania, western New Jersey, Delaware and Maryland. We began entering into these wastesheds in fiscal year 2023 with the completion of the GFL Acquisition.
Through an integrated effort across our sales, marketing, engagement, customer care, communications, and sustainability functions, we seek to enhance customer profitability, improve key customer retention, and further growth within markets through a differentiated sustainable service platform.
Through an integrated effort across our sales, marketing, engagement, customer care, communications, and sustainability functions, we seek to enhance customer profitability and sustainability, improve key customer retention, and further growth within targeted markets.
Our landfill gas-to-energy facilities are self-certified as “qualifying facilities”. 17 Table of Contents State and Local Regulations Each state in which we now operate or may operate in the future has laws and regulations governing (1) water and air pollution, and the generation, storage, treatment, handling, processing, transportation, incineration and disposal of solid waste and hazardous waste; (2) in most cases, the siting, design, operation, maintenance, closure and post-closure maintenance of solid waste management facilities; and (3) in some cases, vehicle emissions limits or fuel types, which impact our collection operations.
State and Local Regulations Each state in which we now operate or may operate in the future has laws and regulations governing (1) water and air pollution, and the generation, storage, treatment, handling, processing, transportation, incineration and disposal of solid waste and hazardous waste; (2) in most cases, the siting, design, operation, maintenance, closure and post-closure maintenance of solid waste management facilities; and (3) in some cases, vehicle emissions limits or fuel types, which impact our collection operations.
We believe investing in our team and culture, and creating a safe, engaged, and ready workforce is key to our continued success. Sustainable Growth. Execution against the key strategies within the 2024 Plan are supported by our sustainable growth initiatives. We are focused on driving further value through profitable new customer growth and the expansion of services with existing customers.
We believe investing in our team and culture, and creating a safe, engaged, and ready workforce is key to our continued success. Sustainable Growth. We are focused on driving further value through profitable new customer growth and the expansion of services with existing customers.
(2) Represents capacity which we have determined to be “permittable” in accordance with the following criteria: (i) we control the land on which the expansion is sought; (ii) all technical siting criteria have been met or a variance has been obtained or is reasonably expected to be obtained; (iii) we have not identified any legal or political impediments which we believe will not be resolved in our favor; (iv) we are actively working on obtaining any necessary permits and we expect that all required permits will be received; and (v) senior management has approved the project based on a review of the engineering design and determination that the financial return profile meets our investment criteria.
(2) Represents capacity which we have determined to be “permittable” in accordance with the following criteria: (i) we control the land on which the expansion is sought; (ii) all technical siting criteria have been met or a variance has been obtained or is reasonably expected to be obtained; (iii) we have not identified any legal or political impediments which we believe will not be resolved in our favor; (iv) we are actively working on obtaining any necessary permits and we expect that all required permits will be received; and (v) senior management has approved the project based on a review of the engineering design and determination that the financial return profile meets our investment criteria. 9 Table of Contents (3) The increase in capacity associated with new expansion pursued at our Hakes Landfill (defined below) in our Western region in fiscal year 2022.
Public sector facilities may have certain advantages over us due to the availability of user fees, charges or tax revenues. From time to time, competitors may reduce the price of their services in an effort to expand market share or to win a competitively bid solid waste or recycling contract.
Public sector facilities may have certain advantages over us due to the availability of user fees, charges or tax revenues. From time to time, competitors may reduce the price of their services to attract additional customers or to win a competitively bid solid waste or recycling contract.
Given this backdrop and the positioning of our assets, and in response to persistent cost inflation, we advanced landfill pricing by 8.1% for fiscal year 2023, as compared to the fiscal year ended December 31, 2022 ("fiscal year 2022"). We believe that a positive pricing backdrop will continue, as additional site closures are expected over the next several years.
Given this backdrop and the positioning of our assets, and in response to persistent cost inflation, we advanced landfill pricing by 4.4% for fiscal year 2024, as compared to the fiscal year ended December 31, 2023 (“fiscal year 2023”). We believe that a positive pricing backdrop will continue, as additional site closures may occur over the next several years.
A majority of our commercial and industrial collection services are performed under one-to-five year service agreements, and our price for the services performed is determined by such factors as: professional or management services required; collection frequency and the related operational costs; type of equipment and containers furnished; the type, volume and weight of the solid waste, recyclables or organics collected; the distance to the disposal or processing facility; and the cost of disposal or processing.
Our price for the services performed is determined by such factors as: professional or management services required; collection frequency and the related operational costs; type of equipment and containers furnished; the type, volume and weight of the solid waste, recyclables or organics collected; the distance to the disposal or processing facility; and the cost of disposal or processing.
Operations under the Mid-Atlantic region commenced on July 1, 2023. 3 Table of Contents We manage our solid waste operations on a geographic basis through three regional operating segments, the Eastern, Western and Mid-Atlantic regions, each of which provides a comprehensive range of non-hazardous solid waste services.
We manage our solid waste operations on a geographic basis through three regional operating segments, the Eastern, Western and Mid-Atlantic regions, each of which provides a comprehensive range of non-hazardous solid waste services.
We have developed an apprenticeship program for drivers and technicians, where we recruit new employees from diverse backgrounds and help them build the skills they need to thrive in our organization. Commercial Driver's License Training.
We have developed an apprenticeship program for drivers and technicians, where we recruit new employees with a broad range of experiences, perspectives, and backgrounds, and help them build the skills they need to thrive in our organization. Commercial Driver's License Training.
In fiscal year 2023, our minimum and maximum exposure per individual event under the automobile plan were up to $1.75 million and $3.88 million, respectively. Municipal solid waste collection contracts and landfill closure and post-closure obligations may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance.
In fiscal year 2024, our minimum and maximum exposure per individual event under the automobile plan were up to $2.00 million and $4.20 million, respectively. 13 Table of Contents Municipal solid waste collection contracts and landfill closure and post-closure obligations may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance.
The Subtitle D regulations, which generally became effective in October 1993, include siting restrictions, facility design standards, operating criteria, closure and post-closure requirements, financial assurance requirements, groundwater monitoring requirements, groundwater remediation standards and corrective action requirements.
In October 1991, the EPA adopted the Subtitle D regulations under RCRA governing solid waste landfills. The Subtitle D regulations, which generally became effective in October 1993, include siting restrictions, facility design standards, operating criteria, closure and post-closure requirements, financial assurance requirements, groundwater monitoring requirements, groundwater remediation standards and corrective action requirements.
We also remain focused on acquisition integration as we work diligently to onboard new customers and employees, while enhancing service accuracy, increasing operating efficiencies, and optimizing the internalization of solid waste and recycling volumes into our facilities.
We also remain focused on acquisition integration as we work diligently to onboard new customers and employees, while enhancing service accuracy, increasing operating efficiencies, and optimizing the internalization of solid waste and recycling volumes into our facilities. The combination of these operating advancements and pricing programs are driving improved results in our collection operations.
The Ontario County Landfill site houses a Zero-Sort MRF, which is operated by us, and a landfill gas-to-energy facility, which is owned and operated by a third-party, that has the capacity to generate 11.2 MW of energy. Hakes Landfill. Hakes Landfill is a C&D landfill located in Campbell, New York that we purchased in 1998.
The Ontario County Landfill site houses a Zero-Sort MRF, which is operated by us, and a landfill gas-to-energy facility, which is owned and operated by a third party, that has the capacity to generate 11.2 MW of energy.
Edmond “Ned” R. Coletta has served as our President since November 2023. Mr.
Edmond “Ned” R. Coletta has served as our President since July 2022. Mr.
We are focused on acquiring well-run businesses in strategic markets across our footprint and in markets that will drive additional operating synergies and provide opportunities to grow profitably, and further our potential to expand into new market areas over time.
We are focused on acquiring well-run businesses in strategic markets across our footprint and in markets that will drive additional operating synergies and provide opportunities to grow profitably, and further our potential to expand into new market areas over time. Strengthening Foundational Pillars Our strategy execution is supported by strengthening our foundational pillars: people, sustainable growth, technology, and facilities.
On November 1, 2022, new waste ban regulations took effect in Massachusetts, adding mattresses and textiles as materials banned from disposal or transport for disposal in Massachusetts, and lowering the threshold on commercial organic/food waste to facilities generating more than one-half ton of these materials per week. 18 Table of Contents New York State revised its regulations governing solid waste management, 6 NYCRR Part 360, effective in November 2017.
On November 1, 2022, new waste ban regulations took effect in Massachusetts, adding mattresses and textiles as materials banned from disposal or transport for disposal in Massachusetts, and lowering the threshold on commercial organic/food waste to facilities generating more than one-half ton of these materials per week.
Driving Additional Profitability in Collection Operations Collection pricing was up 7.9% for fiscal year 2023, as compared to fiscal year 2022, with sustained execution against our strategic pricing programs, which helped to offset inflationary pressures.
Driving Additional Profitability in Collection Operations Collection pricing was up 6.5% for fiscal year 2024, as compared to fiscal year 2023, with sustained execution against our strategic pricing programs, which helped to offset cost inflation.
We also operate smaller MRFs, which generally process recyclables collected from our various residential and commercial collection operations. A substantial portion of the recyclable materials provided is delivered pursuant to multiple long-term anchor contracts. The terms of the recycling contracts vary, but all of the contracts provide that the municipality or a third-party delivers the recycled materials to our facility.
We also operate smaller MRFs, which generally process recyclables collected from our various residential and commercial collection operations. A substantial portion of the recyclable materials provided is delivered pursuant to multiple long-term anchor contracts.
Under the recycling contracts, we charge the municipality a fee for each ton of material delivered to us. Some contracts contain revenue sharing arrangements under which the municipality receives a specified percentage of our revenues from the sale of the recovered materials if certain economic thresholds are met.
Some contracts contain revenue sharing arrangements under which the municipality receives a specified percentage of our revenues from the sale of the recovered materials if certain economic thresholds are met.
Our environmental risk management program includes evaluating existing facilities, as well as potential acquisitions, for compliance with environmental law requirements. Operating practices at all of our operations are intended to reduce the possibility of environmental contamination, enforcement actions and litigation.
Our environmental risk management program includes evaluating existing facilities, as well as potential acquisitions, for compliance with environmental law requirements. Operating practices across all of our operations are intended to reduce the possibility of environmental contamination, enforcement actions and litigation. We also maintain a worker safety program, which focuses on safe practices in the workplace.
Our vision is to draw on our Core Values to achieve diversity throughout our workforce, including our leadership, through the following: • directing recruiting efforts to new talent pools, promoting diversity in our training and development programs, and encouraging diversity within our process for advancing our next cohort of leaders; • focusing on ongoing cultural awareness and competency training program for managers that emphasize people, culture and belonging; and 7 Table of Contents • incorporating diversity, equity, and inclusion practices as part of our ongoing efforts to upgrade our procurement system and practices.
Our vision is to draw on our Core Values to promote inclusion through the following: • directing recruiting efforts to new talent pools, promoting inclusion in our training and development programs, and ensuring equal opportunity within our process for advancing our next cohort of leaders; • focusing on ongoing training programs for managers that emphasize people, culture and belonging; and • incorporating inclusive practices as part of our ongoing efforts to upgrade our procurement system and practices.
In the fiscal year ended December 31, 2016, we received an expansion permit at Chemung County Landfill, which is sufficient to permit the additional airspace required for the remaining term of the 25-year operation, management and lease agreement.
In 2016, we received an expansion permit at the Chemung County Landfill, which is sufficient to permit the additional airspace required for the remaining term of the 25-year operation, management and lease agreement. In 2019, we exercised an option to extend the remaining term of the operation, management and lease agreement for up to five years through 2035.
The Federal Water Pollution Control Act of 1972, as amended (“Clean Water Act”) The Clean Water Act regulates the discharge of pollutants into “navigable waters” or “waters of the United States” from a variety of sources, including solid waste disposal sites and transfer stations, processing facilities and waste-to-energy facilities (collectively, “solid waste management facilities”).
State landfill regulations must meet those requirements or the EPA will impose such requirements upon landfill owners and operators in that state. 15 Table of Contents The Federal Water Pollution Control Act of 1972, as amended (“Clean Water Act”) The Clean Water Act regulates the discharge of pollutants into “navigable waters” or “waters of the United States” from a variety of sources, including solid waste disposal sites and transfer stations, processing facilities and waste-to-energy facilities (collectively, “solid waste management facilities”).
If broad EPR laws or regulations continue to be adopted, and are managed under a manufacturer implemented program, it could have an impact on our business.
In 2021, the Maine Legislature passed EPR legislation for packaging, and rulemaking commenced in 2022. If broad EPR laws or regulations continue to be adopted, and are managed under a manufacturer implemented program, it could have an impact on our business.
The Resource Solutions operating segment is not specific to a geography and is organized to leverage our core competencies across our entire business footprint. 8 Table of Contents The following table provides information about each reportable segment (as of January 31, 2024 except revenue information, which is for fiscal year 2023): Eastern Western Mid-Atlantic Resource Solutions Revenues (in millions) $374.5 $511.6 $85.6 $292.8 Number of Properties: Solid waste collection facilities 23 32 9 — Transfer stations 29 41 1 — Recycling and processing facilities 3 6 — 20 Subtitle D landfills 2 6 — — Landfill gas-to-energy facilities 1 2 — — Construction and demolition ("C&D") landfills — 1 — — For financial information concerning our reportable segments, refer to “Item 7.
The following table provides information about each reportable segment (as of January 31, 2025 except revenue information, which is for fiscal year 2024): Eastern Western Mid-Atlantic Resource Solutions Revenues (in millions) $416.7 $591.2 $219.5 $329.9 Number of Properties: Solid waste collection facilities 23 33 15 — Transfer stations 29 41 1 — Recycling and processing facilities 3 5 — 20 Subtitle D landfills 2 6 — — Landfill gas-to-energy facilities 1 2 — — Construction and demolition (“C&D”) landfills — 1 — — For financial information concerning our reportable segments, refer to “Item 7.
(1) Increasing landfill returns; (2) Driving additional profitability in collection operations; (3) Creating incremental value through Resource Solutions; (4) Allocating capital to return driven growth; and (5) Strengthening four key foundational pillars: • People: Developing a safe, engaged, ready workforce to support growth. • Sustainable Growth: Driving profitable growth through an integrated resource solutions approach. • Technology: Driving profitable growth and efficiencies through technology. 4 Table of Contents • Facilities: Developing necessary long-term infrastructure through facilities planning.
(1) Increasing landfill returns; (2) Driving additional profitability in collection operations; (3) Creating incremental value through Resource Solutions; (4) Allocating capital to return driven growth; and (5) Strengthening four key foundational pillars: • People: Developing a safe, engaged, ready workforce to support growth. • Sustainable Growth: Driving profitable growth through an integrated resource solutions approach. • Technology: Driving profitable growth and efficiencies through technology. • Facilities: Developing necessary long-term infrastructure through facilities planning. 4 Table of Contents Increasing Landfill Returns Over the last 10 years, disposal capacity has tightened in the Northeast market as permanent site closures have reduced capacity and greater volumes are leaving the market via rail to out-of-state disposal sites.
Several states have passed Climate Protection or Global Warming Acts intended to achieve statewide goals in reduction of GHG emissions. Changing environmental regulations could require us to take any number of actions, including purchasing emission allowances, developing mitigation strategies, or installing additional pollution control technology, and could make some operations less profitable, which could adversely affect our results of operations.
Changing environmental regulations could require us to take any number of actions, including purchasing emission allowances, developing mitigation strategies, or installing additional pollution control technology, and could make some operations less profitable, which could adversely affect our results of operations.
Casella, also a member of our Board of Directors, which specializes in general contracting, soil excavation and heavy equipment work, and which performs landfill-construction and related services for us. Mr.
Casella is also an executive officer and director of Casella Construction, Inc., a company owned by Mr. Casella and his brother Douglas R. Casella, also a member of our Board of Directors, which specializes in general contracting, soil excavation and heavy equipment work, and which performs landfill-construction and related services for us. Mr.
We continue to invest in resources (team, technology, facilities, and capital) to further develop this important long-term strategy that we believe will continue to differentiate our service offerings to our customers, make us an employer of choice for our people, and improve our economic returns.
We continue to invest in resources (team, technology, facilities, and capital) to further develop this important long-term strategy that we believe differentiates our service offerings to our customers, makes us an employer of choice for our people, and improves our economic returns. We strive to create long-term value for all of our stakeholders, including customers, employees, communities and shareholders.
NCES Landfill currently consists of approximately 52 acres of permitted or permittable landfill area, and is permitted to accept 0.23 million cubic yards of municipal solid waste, C&D material and certain pre-approved special wastes annually.
The NCES Landfill currently consists of approximately 52 acres of permitted or permittable landfill area, and is permitted to accept 0.23 million cubic yards of municipal solid waste, C&D material and certain pre-approved special wastes annually. Based on capacity remaining under its existing permit, we expect the NCES Landfill to stop accepting waste by the end of 2027.
Strengthening Foundational Pillars Execution against the 2024 Plan is supported by strengthening our foundational pillars: people, sustainable growth, technology, and facilities. We believe that it is important to continue to invest in and strengthen our foundational pillars to support growth and further differentiate our business strategy. People.
We believe that it is important to continue to invest in and strengthen our foundational pillars to support growth and further differentiate our business strategy. People.
People, Culture & Belonging Our commitment to workplace diversity, equity, and a culture of inclusion is rooted in our Core Values and our People, Culture & Belonging initiatives.
People, Culture & Belonging Our commitment to an inclusive workplace is rooted in our Core Values and our People, Culture & Belonging initiatives.
Our residential collection and disposal services are performed either on a subscription basis (with no underlying contract) with individuals, or through contracts with municipalities, homeowners' associations, apartment owners or mobile home park operators. We provide recycling processing services to municipalities, commercial haulers and commercial waste generators within the geographic proximity of the processing facilities.
Our residential collection and disposal services are performed either on a subscription basis (with no underlying contract) with individuals, or through contracts with municipalities, homeowners' associations, apartment owners or mobile home park operators.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFluctuations in commodity prices and diminished markets for recyclable materials that we sell to customers may adversely affect our results of operations and cash flows. Our processing business involves the purchase and sale of recyclable materials, some of which are priced on a commodity basis.
Biggest changeAlso, On December 5, 2024, the Board of Supervisors of Ontario County, New York approved a motion to close the Ontario County Landfill in Seneca, New York at the end of 2028 upon the expiration of the 25-year OMLA, at which time we intend to cease operations at the Ontario County Landfill. 24 Table of Contents Fluctuations in commodity prices and diminished markets for recyclable materials that we sell to customers may adversely affect our results of operations and cash flows.
This amount of indebtedness and our debt service requirements may limit our financial flexibility to access additional capital and make capital expenditures and other investments in our business, to withstand economic downturns and interest rate increases, to plan for or react to changes in our business and our industry, and to comply with the financial and other covenants included in the Credit Facility.
This amount of indebtedness, our ability to incur additional indebtedness, and our debt service requirements may limit our financial flexibility to access additional capital and make capital expenditures and other investments in our business, to withstand economic downturns and interest rate increases, to plan for or react to changes in our business and our industry, and to comply with the financial and other covenants included in the Credit Facility.
We are subject to risks related to our ESG activities and disclosures that may adversely affect our market outlook, brand and reputation, and financial performance, which may impact our ability to achieve our long-term business objectives. Our ESG practices are designed to bring our actions and impacts into alignment with broader societal goals and environmental limits.
We are subject to risks related to our sustainability activities and disclosures that may adversely affect our market outlook, brand and reputation, and financial performance, which may impact our ability to achieve our long-term business objectives. Our sustainability practices are designed to bring our actions and impacts into alignment with broader societal goals and environmental limits.
Casella represented approximately 15.0% of the aggregate voting power of our stockholders. Consequently, John W. Casella and Douglas R. Casella are able to substantially influence all matters for stockholder consideration and constitute, and are expected to continue to constitute, a significant portion of the shares entitled to vote on all matters requiring approval by our stockholders.
Casella represented approximately 14.0% of the aggregate voting power of our stockholders. Consequently, John W. Casella and Douglas R. Casella are able to substantially influence all matters for stockholder consideration and constitute, and are expected to continue to constitute, a significant portion of the shares entitled to vote on all matters requiring approval by our stockholders.
As of January 31, 2024, an aggregate of 988,200 shares of our Class B common stock, representing 9,882,000 votes, were outstanding. Based on the number of shares of common stock outstanding as of January 31, 2024, the shares of our Class A common stock and Class B common stock beneficially owned by John W. Casella and Douglas R.
As of January 31, 2025, an aggregate of 988,200 shares of our Class B common stock, representing 9,882,000 votes, were outstanding. Based on the number of shares of common stock outstanding as of January 31, 2025, the shares of our Class A common stock and Class B common stock beneficially owned by John W. Casella and Douglas R.
If we fail to receive new landfill permits or renew existing permits, we may incur landfill asset impairment and other charges associated with accelerated closure. See Note 13, Commitments and Contingencies to our consolidated financial statements included under Item 8.
If we fail to receive new landfill permits or renew existing permits, we may incur landfill asset impairment and other charges associated with accelerated closure. See Note 12, Commitments and Contingencies to our consolidated financial statements included under Item 8.
Any operations, properties or facilities that we acquire may be subject to unknown liabilities, such as undisclosed environmental contamination, or other environmental liabilities, including off-site disposal liability for which we would have no recourse, or only limited recourse, to the former owners of such operations or 22 Table of Contents properties.
Any operations, properties or facilities that we acquire may be subject to unknown liabilities, such as undisclosed environmental contamination, or other environmental liabilities, including off-site disposal liability for which we would have no recourse, or only limited recourse, to the former owners of such operations or properties.
If we are not able to attract, hire, develop and retain a high-quality workforce with the necessary skills and expertise, as well as key leaders, or if we experience significant employee turnover, it can result in business and strategic disruption, increased costs, and loss of institutional knowledge, which could negatively impact our results of operations. Also see Item 1A.
If we are not able to attract, hire, develop and retain a high-quality workforce with the necessary skills and expertise, as well as key leaders, or if we experience significant employee turnover, it can result in business and strategic disruption, increased costs, and loss of institutional knowledge, which could negatively impact our results of operations.
See Note 3, Summary of Significant Accounting Policies to our consolidated financial statements included under Item 8. " Financial Statements and Supplementary Data " of this Annual Report on Form 10-K for disclosure about our self-insurance liabilities and related costs.
See Note 3, Summary of Significant Accounting Policies to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure about our self-insurance liabilities and related costs.
We may also be subject to sanctions and civil or criminal penalties if we are found to be in violation of the privacy or security rules under laws protecting confidential information.
We may 25 Table of Contents also be subject to sanctions and civil or criminal penalties if we are found to be in violation of the privacy or security rules under laws protecting confidential information.
Depending on the type and duration of any labor disruptions, our revenues could decrease and our operating expenses could increase, which could adversely affect our financial condition, results of operations and cash flows. As of January 31, 2024, approximately 4% of our employees were represented by unions.
Depending on the type and duration of any labor disruptions, our revenues could decrease and our operating expenses could increase, which could adversely affect our financial condition, results of operations and cash flows. As of January 31, 2025, approximately 3% of our employees were represented by unions.
Although we have a fuel cost recovery program, which is the energy component of our energy and environmental fee program that floats monthly based on reported diesel fuel prices, contractual restrictions and competitive conditions may impact our opportunity to pass this fee on to our customers in all circumstances. See Item 7A.
Although we have fuel cost recovery programs, primarily the energy component of our energy and environmental fee program that floats monthly based on reported diesel fuel prices, contractual restrictions and competitive conditions may impact our opportunity to pass this fee on to our customers in all circumstances. See Item 7A.
Fuel is needed to run our fleet of trucks, equipment and other aspects of our operations, including our reliance on various third-party transporters and service providers. Price escalations of fuel increase our operating expenses. In fiscal year 2023, we consumed approximately 11.9 million gallons of diesel fuel in our solid waste operations.
Fuel is needed to run our fleet of trucks, equipment and other aspects of our operations, including our reliance on various third-party transporters and service providers. Price escalations of fuel increase our operating expenses. In fiscal year 2024, we consumed approximately 14 million gallons of diesel fuel in our solid waste operations.
For information regarding our final capping, closure and post-closure obligations, see Note 10, Final Capping, Closure and Post-Closure Costs to our consolidated financial statements included under Item 8. " Financial Statements and Supplementary Data " of this Annual Report on Form 10-K. Our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures.
For information regarding our final capping, closure and post-closure obligations, see Note 10, Final Capping, Closure and Post-Closure Costs to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 26 Table of Contents Our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures.
Risks to the Company related to PFAS include regulatory risks, including the proposed designation by the EPA of PFAS as hazardous substances, which could create Superfund liabilities under CERCLA for all downstream recipients of PFAS, including passive receivers such as our landfills, the establishment of federal and state drinking water standards and surface water criteria which set low thresholds for impacts to drinking water and surface water, the risk that states in which we operate will require stringent monitoring of PFAS at our landfills, the risk of material increases in landfill leachate treatment costs due to mandatory pre-treatment or otherwise, the risk that existing remedial sites will become more complex and that closed landfills will be under enhanced regulatory scrutiny, the risk that biosolids management will be impacted by restrictions on end uses and the risk that that pre-existing land application sites will be determined to contain PFAS.
Risks to our company relating to PFAS include regulatory risks, including the April 2024 designation by the EPA of two PFAS -- PFOA and PFOS, and their salts and structural isomers -- as hazardous substances, which could create Superfund liabilities under CERCLA for all downstream recipients of PFAS, including passive receivers such as our landfills and transporters of biosolids, the establishment of federal and state drinking water standards and surface water criteria which set low thresholds for impacts to drinking water and surface water, the risk that states in which we operate will require stringent monitoring of PFAS at our landfills, the risk of material increases in landfill leachate treatment costs due to mandatory pre-treatment or otherwise, the risk that existing remedial sites will become more complex and that closed landfills will be under enhanced regulatory scrutiny, the risk that biosolids management will be impacted by restrictions on end uses and the risk that that pre-existing land application sites will be determined to contain PFAS.
Although we have developed a framework and perform a reporting initiative to identify, measure, monitor, report, and control our ESG practices and related exposure to ESG expectations and regulations, we may not achieve our sustainability goals and commitments, or we may improperly report on our progress toward achieving our sustainability goals and commitments, which could result in negative publicity that could affect our brand and reputation, and accordingly, adversely impact our financial condition and results of operations.
Although we have developed a framework and perform a reporting initiative to identify, measure, monitor, report, and control our sustainability practices and related exposure to sustainability expectations and regulations, we may not achieve our sustainability goals and commitments, or we may improperly report on our progress toward achieving our sustainability goals and commitments, which could result in negative publicity that could affect our brand and reputation, and accordingly, adversely impact our financial condition and results of operations. 28 Table of Contents Risks Related to Our Indebtedness We have substantial debt and have the ability to incur additional debt.
An event of default under any of our debt agreements could permit some of our lenders, including the lenders under the Credit Facility, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations.
An event of default (or an acceleration of the obligations after an event of default) under any of our debt agreements could permit some of our lenders, including the requisite lenders under the Credit Facility and the requisite holders of our tax exempt bonds in the states of New York, Vermont, Maine and new Hampshire, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, and in the case of the Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations.
If we are not able to expand or otherwise operate one or more of our facilities because of limits imposed under such laws, we may be required to increase our utilization of disposal facilities owned by third-parties, which could reduce our revenues and/or operating margins. We have historically grown through acquisitions and expect to make additional acquisitions in the future.
If we are not able to expand or otherwise operate one or more of our facilities because of limits imposed under such laws, we may be required to increase our utilization of disposal facilities owned by third parties, which could reduce our revenues and/or operating margins.
The difference in the voting power of our Class A common stock and Class B common stock could diminish the market value of our Class A common stock. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The difference in the voting power of our Class A common stock and Class B common stock could diminish the market value of our Class A common stock.
Some of our competitors have significantly greater financial and other resources than we do. From time to time, competitors may reduce the price of their services in an effort to expand market share or to win a competitively bid contract.
Intense competition exists not only to provide services to customers, but also to acquire other businesses within each market. Some of our competitors have significantly greater financial and other resources than we do. From time to time, competitors may reduce the price of their services in an effort to expand market share or to win a competitively bid contract.
As a result, if claims for liabilities were asserted against us based upon ownership of an acquired property, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flows. For information regarding our business acquisitions, see Note 5, Business Combinations to our consolidated financial statements included under Item 8.
As a result, if claims for liabilities were asserted against us based upon ownership of an acquired property, we might 22 Table of Contents be required to pay significant sums to settle it, which could adversely affect our financial results and cash flows.
Our ability to achieve the benefits from acquired businesses, including cost savings and operating efficiencies, depends in part on our ability to successfully integrate the operations of such acquired businesses with our operations.
Furthermore, we may be unable to obtain the necessary regulatory approvals to complete potential acquisitions. Our ability to achieve the benefits from acquired businesses, including cost savings and operating efficiencies, depends in part on our ability to successfully integrate the operations of such acquired businesses with our operations.
Employee morale and productivity could also suffer and result in unintended employee attrition. Any restructuring would require substantial management time and attention and may divert management from other important work. Moreover, we could encounter delays in executing any restructuring plans, which could cause further disruption and additional unanticipated expense.
Employee morale and productivity could also suffer and result in unintended employee attrition. Any restructuring would require substantial management time and attention and may divert management from other important work.
" Financial Statements and Supplementary Data " of this Annual Report on Form 10-K. The waste industry is subject to extensive government regulations, including environmental laws and regulations, and we incur substantial costs to comply with such laws and regulations.
For information regarding our business acquisitions, see Note 5, Business Combinations to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. The waste industry is subject to extensive government regulations, including environmental laws and regulations, and we incur substantial costs to comply with such laws and regulations.
Our results of operations and cash flows may be adversely affected by falling purchase or resale prices or market requirements for recyclable materials.
Our processing business involves the purchase and sale of recyclable materials, some of which are priced on a commodity basis. Our results of operations and cash flows may be adversely affected by falling purchase or resale prices or market requirements for recyclable materials.
These risks related to general macroeconomic conditions include those with respect to consumer confidence, global supply chain disruptions, inflation, labor supply, fuel prices, interest rates and access to capital markets.
These risks include those with respect to consumer confidence, global supply chain disruptions, uncertainty associated with public policy changes at the federal and state levels, inflation, labor supply, fuel prices, interest rates and access to capital markets.
If we are unable to repay debt to our lenders or are otherwise in default under any provision governing our outstanding debt obligations, our secured lenders could proceed against us and against the collateral securing that debt. 28 Table of Contents Risks Related to Our Common Stock Holders of our Class A common stock are entitled to one vote per share, and holders of our Class B common stock are entitled to ten votes per share.
If we are unable to repay debt to our lenders or are otherwise in default under any provision governing our outstanding debt obligations, our secured lenders could proceed against us and against the collateral securing that debt.
As of December 31, 2023, we had $1,054.5 million of outstanding principal indebtedness (excluding $27.7 million of outstanding letters of credit issued under our $350.0 million term loan A facility, $300 million revolving line of credit facility with a $75.0 million sublimit for letters of credit, and $430.0 million aggregate principal amount of term loan A facility (collectively, the "Credit Facility")).
As of December 31, 2024, we had $1,148.2 million of outstanding principal indebtedness (excluding $24.6 million of outstanding letters of credit issued under our $800.0 million term loan A facility, and $700.0 million revolving line of credit facility with a $155.0 million sublimit for letters of credit (collectively, the “Credit Facility”)).
Risks Related to Our Indebtedness We have substantial debt and have the ability to incur additional debt. The principal and interest payment obligations of such debt may restrict our future operations.
The principal and interest payment obligations of such debt may restrict our future operations.
If we are unable to obtain the necessary financial assurance in sufficient amounts or at acceptable rates, we could be precluded from entering into additional municipal contracts or from obtaining or retaining landfill management contracts or operating permits. 26 Table of Contents We may be required to write-off or impair capitalized costs or intangible assets in the future or we may incur restructuring costs or other charges, each of which could harm our earnings.
If we are unable to obtain the necessary financial assurance in sufficient amounts or at acceptable rates, we could be precluded from entering into additional municipal contracts or from obtaining or retaining landfill management contracts or operating permits.
Our growth strategy focuses on complementing or expanding our business through the acquisition of companies or assets, or the development of new operations. However, we may be unable to complete these transactions and, if executed, these transactions may not improve our business or may pose significant risks and could have a negative effect on our operations.
Our growth strategy focuses on complementing or expanding our business through the acquisition of companies or assets, or the development of new operations. However, we may be unable to successfully identify, evaluate and complete these transactions and, if completed, we may be unable to successfully integrate and realize the anticipated benefits of acquired businesses.
If we are unable to hire and retain sufficient numbers of drivers to service our collection and disposal routes and mechanics to maintain our trucks, our financial condition and operating results could be materially impacted. We also compete to attract skilled business leaders, and our own key team members are sought after by our competitors and other companies.
If we are unable to hire and retain sufficient numbers of drivers to service our collection and disposal routes, mechanics to maintain our trucks, and front line workers for our recycling facilities, our financial condition and operating results could be materially impacted.
We make significant investments, and engage in extensive internal succession planning, to provide us with a robust pipeline of future leaders.
We also compete to attract skilled business leaders, and our own key team members are sought after by our competitors and other companies. We make significant investments, and engage in extensive internal succession planning, to provide us with a robust pipeline of future leaders.
In addition, as we seek to expand in our existing markets, opportunities for growth within this region will become more limited and the geographic concentration of our business will increase. 25 Table of Contents Our results of operations and financial condition may be negatively affected if we inadequately accrue for final capping, closure and post-closure costs or by the timing of these costs for our waste disposal facilities.
Our results of operations and financial condition may be negatively affected if we inadequately accrue for final capping, closure and post-closure costs or by the timing of these costs for our waste disposal facilities.
We may not be able to identify suitable acquisition candidates, and if we identify suitable acquisition candidates, we may be unable to successfully negotiate the acquisition at a price or on terms and conditions acceptable to us. Furthermore, we may be unable to obtain the necessary regulatory approvals to complete potential acquisitions.
In addition, from time to time we may acquire businesses that are complementary to our core business strategy. We may not be able to identify suitable acquisition candidates, and if we identify suitable acquisition candidates, we may be unable to successfully negotiate the acquisition at a price or on terms and conditions acceptable to us.
As of December 31, 2023, we had $272.3 million of unused commitments remaining under the Credit Facility, subject to customary borrowing conditions, and approximately $220.9 million in cash and cash equivalents available for any future payment obligations.
As of December 31, 2024, we had $675.4 million of unused commitments remaining under the Credit Facility, subject to customary borrowing conditions, and approximately $383.3 million in cash, cash equivalents and restricted cash available to help meet our short-term and long-term liquidity needs.
Our revenues and our operating income experience seasonal fluctuations, which could adversely affect our operational results in certain quarters and cause our results to fluctuate.
Moreover, we could encounter delays in executing any restructuring plans, which could cause further disruption and additional unanticipated expense. 27 Table of Contents Our revenues and our operating income experience seasonal fluctuations, which could adversely affect our operational results in certain quarters and cause our results to fluctuate.
The ineffectiveness of our enterprise risk management framework in mitigating the impact of known risks or the emergence of previously unknown or unanticipated risks may result in our incurring losses in the future that could adversely impact our financial condition and results of operations. 27 Table of Contents We may be adversely affected by market responses to our environmental, social and governance ("ESG") practices and may not be effective in mitigating the risks associated with ESG expectations and emerging ESG regulations, or in reducing the potential for losses in connection with such risks.
The ineffectiveness of our enterprise risk management framework in mitigating the impact of known risks or the emergence of previously unknown or unanticipated risks may result in our incurring losses in the future that could adversely impact our financial condition and results of operations.
Therefore, our business, financial condition and results of operations are susceptible to regional economic downturns and other regional factors, including state regulations and budget constraints and severe weather conditions.
Therefore, our business, financial condition and results of operations are susceptible to regional economic downturns and other regional factors, including state regulations and budget constraints and severe weather conditions. In addition, as we seek to expand in our existing markets, opportunities for growth within this region will become more limited and the geographic concentration of our business will increase.
Our growth strategy includes engaging in acquisitions or developing operations or assets with the goal of complementing or expanding our business. We have made, and we may continue to make in the future, acquisitions to densify existing operations, expand service areas and grow services for our customers.
We have made, and we may continue to make in the future, acquisitions to densify existing operations, expand service areas and grow services for our customers. These acquisitions may include “tuck-in” acquisitions within our existing markets, acquisitions of assets that are adjacent to or outside of our existing markets, or larger, more strategic acquisitions.
In the event that the costs of such services become excessive, such municipalities could discontinue their recycling programs altogether, which could materially affect our financial results. See Item 7A.
In the event that the costs of such services become excessive, such municipalities could discontinue their recycling programs altogether, which could materially affect our financial results. See Item 7A. “ Quantitative and Qualitative Disclosure About Market Risk” of this Annual Report on Form 10-K for further discussion over the impacts of commodity prices on our operations.
We have tried and will continue to try to evaluate and limit environmental risks and liabilities presented by businesses to be acquired prior to the acquisition. It is possible that some liabilities may prove to be more difficult or costly to identify or address than we anticipate.
It is possible that some liabilities may prove to be more difficult or costly to identify or address than we anticipate.
" Quantitative and Qualitative Disclosure About Market Risk " of this Annual Report on Form 10-K for further discussion over the impacts of commodity prices on our operations. 24 Table of Contents We are upgrading our technology infrastructure and there can be no assurance that our efforts will be completed on the projected timetable or that our investment will result in the expected gains.
We are upgrading our technology infrastructure and there can be no assurance that our efforts will be completed on the projected timetable or that our investment will result in the expected gains.
In accordance with generally accepted accounting principles in the United States, we capitalize certain expenditures and advances relating to our acquisitions, landfills, cost method investments and development projects. In addition, we have considerable unamortized assets, including goodwill.
We may be required to write-off or impair capitalized costs or intangible assets in the future or we may incur restructuring costs or other charges, each of which could harm our earnings. In accordance with generally accepted accounting principles in the United States, we capitalize certain expenditures and advances relating to our acquisitions, landfills, cost method investments and development projects.
The markets in which we compete are served by, or are adjacent to markets served by, one or more of the large national or super regional solid waste companies, as well as numerous regional and local solid waste companies. Intense competition exists not only to provide services to customers, but also to acquire other businesses within each market.
The solid waste services industry is highly competitive, has undergone a period of consolidation and requires substantial labor and capital resources. The markets in which we compete are served by, or are adjacent to markets served by, one or more of the large national or super regional solid waste companies, as well as numerous regional and local solid waste companies.
Given our current expected run rate and remaining available capacity at our NCES Landfill in Bethlehem, New Hampshire, we may consume all remaining permitted capacity at our NCES Landfill during the fiscal year ending December 31, 2027 ("fiscal year 2027").
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure about legal matters impacting our permitting efforts. Given our current expected run rate and remaining available capacity at our NCES Landfill in Bethlehem, New Hampshire, we may consume all remaining permitted capacity at our NCES Landfill during 2027.
We face substantial competition in the solid waste services industry, and if we cannot successfully compete in the marketplace, our business, financial condition and results of operations may be materially adversely affected. The solid waste services industry is highly competitive, has undergone a period of consolidation and requires substantial labor and capital resources.
“ Quantitative and Qualitative Disclosure About Market Risk” of this Annual Report on Form 10-K for further discussion over the impacts of fuel prices on our operations. We face substantial competition in the solid waste services industry, and if we cannot successfully compete in the marketplace, our business, financial condition and results of operations may be materially adversely affected.
" Financial Statements and Supplementary Data " of this Annual Report on Form 10-K for disclosure about legal matters impacting our permitting efforts.
For information regarding legal proceedings and environmental remediation matters, see Note 12, Commitments and Contingencies to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
" Risk Factors — We are subject to general macroeconomic risks in the waste industry that are impacted by economic factors outside of our control, which, if realized, may adversely affect our business, operating results and financial performance " of this Annual Report on Form 10-K. 21 Table of Contents Significant shortages in diesel fuel supply or increases in diesel fuel prices could affect our operating expenses and results.
These deficiencies could lead to operational inefficiencies, regulatory non-compliance, and an inability to meet the demands of an expanding business, adversely impacting our financial performance and reputation. 21 Table of Contents Significant shortages in diesel fuel supply or increases in diesel fuel prices could affect our operating expenses and results.
Removed
" Quantitative and Qualitative Disclosure About Market Risk " of this Annual Report on Form 10-K for further discussion over the impacts of fuel prices on our operations. Also see Item 1A.
Added
Further, as we grow, we face the risk of having poorly documented and/or insufficient policies and procedures, conducting inadequate training, and lacking the necessary structure to effectively scale with growth.
Removed
" Risk Factors — We are subject to general macroeconomic risks in the waste industry that are impacted by economic factors outside of our control, which, if realized, may adversely affect our business, operating results and financial performance " of this Annual Report on Form 10-K.
Added
Such acquired businesses may also pose significant risks and could have a negative effect on our operations. Our growth strategy includes engaging in acquisitions or developing operations or assets with the goal of complementing or expanding our business.
Removed
These acquisitions may include “tuck-in” acquisitions within our existing markets, acquisitions of assets that are adjacent to or outside of our existing markets, or larger, more strategic acquisitions. In addition, from time to time we may acquire businesses that are complementary to our core business strategy.
Added
We have historically grown through acquisitions and expect to make additional acquisitions in the future. We have tried and will continue to try to evaluate and limit environmental risks and liabilities presented by businesses to be acquired prior to the acquisition.
Added
In addition, we have considerable unamortized assets, including goodwill.
Added
We may be adversely affected by market responses to our sustainability practices and may not be effective in mitigating the risks associated with sustainability expectations and related emerging regulations, or in reducing the potential for losses in connection with such risks.
Added
We have the right to request, at our discretion, an increase in the amount of loans under the Credit Facility by an aggregate amount of $200,000, subject to further increase based on the terms and conditions set forth in the Credit Agreement.
Added
Risks Related to Our Common Stock Holders of our Class A common stock are entitled to one vote per share, and holders of our Class B common stock are entitled to ten votes per share.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+1 added−1 removed5 unchanged
Biggest changeThe CIO’s cybersecurity expertise is derived from over 30 years of experience in information technology, consulting, and technology transformation through ever-progressing leadership roles. In an effort to deter and detect cyber threats, we provide key employees, with various cybersecurity trainings that cover timely and relevant topics, and educate employees on the importance of reporting all incidents immediately.
Biggest changeIn an effort to deter and detect cyber threats, we provide key employees with various cybersecurity trainings that cover a range of timely and relevant topics. The trainings function to educate employees on the importance of reporting all incidents immediately. We also use technology-based tools to mitigate cybersecurity risks and to bolster our employee-based cybersecurity programs.
ITEM 1C. CYBERSECURITY We have certain processes for assessing, identifying and managing cybersecurity risks, which are built into our information technology function and are designed to help protect our information assets and operations from internal and external cyber threats, protect employee and customer information from unauthorized access or attack, as well as secure our networks and systems.
ITEM 1C. CYBERSECURITY We have specific processes for assessing, identifying and managing cybersecurity risks, which are built into our information technology function and are designed to help protect our information assets and operations from internal and external cyber threats, protect employee and customer information from unauthorized access or attack, as well as secure our networks and systems.
The Audit Committee of our Board of Directors ("Audit Committee") provides direct oversight over cybersecurity risk and acts in an advisory capacity to our management team, primarily, as it relates to cybersecurity, our Chief Information Officer ("CIO"), and provides updates to the Board of Directors regarding such oversight.
The Audit Committee of our Board of Directors (“Audit Committee”) provides direct oversight over cybersecurity risk and acts in an advisory capacity to our management team, primarily, as it relates to cybersecurity, our Chief Information Officer (“CIO”), and provides updates to the Board of Directors regarding such oversight.
Such processes are periodically assessed against the National Institute of Standards and Technology cybersecurity framework and include physical, procedural and technical safeguards, response plans, regular tests on our systems, incident simulations and routine review of our policies and procedures to identify risks and refine our practices.
These processes are periodically assessed against the National Institute of Standards and Technology cybersecurity framework and include physical, procedural and technical safeguards, response plans, regular tests on our systems, incident simulations and routine review of our policies and procedures to identify risks and refine our practices. The processes are updated as needed on an annual basis.
We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations or financial condition.
Based on an assessment using the previously described cybersecurity risk management processes, we do not believe that there are currently any risks from cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Removed
We also use technology-based tools to mitigate cybersecurity risks and to bolster our employee-based cybersecurity programs. 29 Table of Contents
Added
The CIO’s cybersecurity expertise is derived from over 30 years of experience in information technology, consulting, and technology transformation through ever-progressing leadership roles. Our CIO is supported by a dedicated team of cybersecurity professionals in addition to managed services and retained external experts.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeAt January 31, 2024, we operated eight subtitle D landfills, four of which we own and four of which we lease; one landfill permitted to accept C&D materials that we own; 71 transfer stations, 40 of which we own, 11 of which we lease and 20 of which we operate under a contract; 64 solid waste collection facilities, 41 of which we own, 22 of which we lease and one of which we operate under a contract; 29 recycling processing facilities, 16 of which we own, 10 of which we lease and three of which we operate under a contract; three landfill gas-to-energy facilities that we own; and 34 corporate office and other administrative facilities, 15 of which we own and 19 of which we lease (See "Operational Overview" in Item 1.
Biggest changeAt January 31, 2025, we operated eight subtitle D landfills, four of which we own and four of which we lease; one landfill permitted to accept C&D materials that we own; 71 transfer stations, 39 of which we own, 12 of which we lease and 20 of which we operate under a contract; 71 solid waste collection facilities, 44 of which we own, 26 of which we lease and one of which we operate under a contract; 28 recycling processing facilities, 15 of which we own, 10 of which we lease and three of which we operate under a contract; three landfill gas-to-energy facilities that we own; and 38 corporate office and other administrative facilities, 17 of which we own and 21 of which we lease (See “Operational Overview” in Item 1.
“ Business ” of this Annual Report on Form 10-K for property information by operating segment and location). We believe that our property and equipment are adequately maintained and sufficient for our current operations.
“ Business ” of this Annual Report on Form 10-K for property information by operating segment and location). We believe that our property and equipment are adequately maintained and sufficient for our current operations. 30 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed1 unchanged
Biggest changeITEM 3. LEGAL PROCEEDINGS The information required by this Item is provided in Note 13, Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8. " Financial Statements and Supplementary Data " of this Annual Report on Form 10-K.
Biggest changeITEM 3. LEGAL PROCEEDINGS The information required by this Item is provided in Note 12, Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Pursuant to Item 103, we have determined such disclosure threshold to be $1,000,000. We have no matters to disclose in accordance with that requirement. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 30 Table of Contents PART II
Pursuant to Item 103, we have determined such disclosure threshold to be $1,000,000. We have no matters to disclose in accordance with that requirement. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 31 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed4 unchanged
Biggest changeNo dividends have been declared or paid on our Class A common stock. 31 Table of Contents December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 Casella Waste Systems, Inc. $ 100.00 $ 161.57 $ 217.44 $ 299.82 $ 278.38 $ 299.96 Russell 2000 $ 100.00 $ 125.52 $ 150.58 $ 172.90 $ 137.56 $ 160.85 Peer Group $ 100.00 $ 127.59 $ 138.58 $ 195.70 $ 184.40 $ 220.13 (1) The Peer Group is comprised of GFL Environmental, Inc., Waste Connections Inc., Waste Management, Inc. and Republic Services, Inc.
Biggest changeNo dividends have been declared or paid on our Class A common stock. 32 Table of Contents December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 Casella Waste Systems, Inc. $ 100.00 $ 134.59 $ 185.57 $ 172.30 $ 185.66 $ 229.87 Russell 2000 $ 100.00 $ 119.96 $ 137.74 $ 109.59 $ 128.14 $ 142.93 Peer Group $ 100.00 $ 108.62 $ 153.39 $ 144.53 $ 172.53 $ 204.08 (1) The Peer Group is comprised of GFL Environmental, Inc., Waste Connections Inc., Waste Management, Inc. and Republic Services, Inc.
The stock performance graph assumes the investment on December 31, 2018 of $100.00 in our Class A common stock at the closing price on such date, in the Russell 2000 Index and the Peer Group, and that dividends are reinvested.
The stock performance graph assumes the investment on December 31, 2019 of $100.00 in our Class A common stock at the closing price on such date, in the Russell 2000 Index and the Peer Group, and that dividends are reinvested.
The stock performance graph below compares the percentage change in cumulative stockholder return on our Class A common stock for the period from December 31, 2018 through December 31, 2023, with the cumulative total return on the Russell 2000 Index and Peer Group.
The stock performance graph below compares the percentage change in cumulative stockholder return on our Class A common stock for the period from December 31, 2019 through December 31, 2024, with the cumulative total return on the Russell 2000 Index and Peer Group.
As of January 31, 2024, there were approximately 700 holders of record of our Class A common stock and two holders of record of our Class B common stock.
As of January 31, 2025, there were approximately 800 holders of record of our Class A common stock and two holders of record of our Class B common stock.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeITEM 6. [RESERVED] 32 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 32 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 55 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 57 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 105 ITEM 9A. CONTROLS AND PROCEDURES 106 ITEM 9B.
Biggest changeITEM 6. [RESERVED] 33 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 55 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 57 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 107 ITEM 9A. CONTROLS AND PROCEDURES 108 ITEM 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

118 edited+28 added−30 removed71 unchanged
Biggest changeThe table below shows revenue attributable to services provided (dollars in millions and as a percentage of total revenues) for the following periods: Fiscal Year Ended December 31, $ Change 2023 2022 Collection $ 710.6 56.2 % $ 539.6 49.7 % $ 171.0 Disposal 244.6 19.3 % 228.0 21.0 % 16.6 Power 6.6 0.5 % 7.5 0.7 % (0.9) Processing 9.9 0.8 % 10.1 1.0 % (0.2) Solid waste operations 971.7 76.8 % 785.2 72.4 % 186.5 Processing 106.0 8.4 % 119.1 10.9 % (13.1) National Accounts 186.8 14.8 % 180.8 16.7 % 6.0 Resource Solutions operations 292.8 23.2 % 299.9 27.6 % (7.1) Total revenues $ 1,264.5 100.0 % $ 1,085.1 100.0 % $ 179.4 Solid waste revenues A summary of the period-to-period change in solid waste revenues (dollars in millions and as percentage growth of solid waste revenues) follows: Period-to-Period Change For Fiscal Year 2023 vs Fiscal Year 2022 Amount % Growth Price $ 58.6 7.5 % Volume (14.7) (1.9) % Surcharges and other fees 12.3 1.6 % Commodity price and volume (1.6) (0.2) % Acquisitions 131.9 16.8 % Solid waste revenues $ 186.5 23.8 % The most significant items impacting the change in our solid waste revenues during fiscal year 2023 are summarized below: 35 Table of Contents • Price increased due to (i) $42.9 million, or 7.9%, from favorable collection pricing and (ii) $15.7 million, or 6.9%, from favorable disposal pricing associated with our landfills, transfer stations and, to a lesser extent, transportation services. • Volume decreased due to (i) $(10.9) million from lower collection volumes associated with slowing economic activity, primarily in the roll-off business, higher customer churn due to increased pricing and fees charged to additional customers, particularly in our Western region, and, to a lesser extent, purposeful shedding of less profitable customers and (ii) $(4.3) million from lower disposal volumes, primarily lower landfill volumes related to slowing economic activity; partially offset by additional disposal volumes in our Western region related to flooding from a severe weather event in the summer; partially offset by $0.5 million from higher processing volumes. • Surcharge and other fees increased primarily due to (i) new fees related to legacy fuel and environmental cost recovery programs associated with the GFL Acquisition and (ii) higher sustainability recycling adjustment fees ("SRA Fee(s)") revenues as a result of lower recycled commodity prices and a higher customer participation rate; partially offset by lower energy and environmental fees ("E&E Fee(s)") revenues associated with our fuel cost recovery program as a result of lower diesel fuel prices, partially offset by a higher customer participation rate.
Biggest changeThe table below shows revenue attributable to services provided (dollars in millions and as a percentage of total revenues) for the following periods: Fiscal Year Ended December 31, $ Change 2024 2023 Collection $ 961.8 61.8 % $ 710.6 56.2 % $ 251.2 Disposal 246.7 15.8 % 244.6 19.3 % 2.1 Landfill gas-to-energy 8.0 0.5 % 6.6 0.5 % 1.4 Processing 10.9 0.7 % 9.9 0.8 % 1.0 Solid waste operations 1,227.4 78.8 % 971.7 76.8 % 255.7 Processing 130.5 8.4 % 106.0 8.4 % 24.5 National Accounts 199.4 12.8 % 186.8 14.8 % 12.6 Resource Solutions operations 329.9 21.2 % 292.8 23.2 % 37.1 Total revenues $ 1,557.3 100.0 % $ 1,264.5 100.0 % $ 292.8 35 Table of Contents Solid waste revenues A summary of the period-to-period change in solid waste revenues (dollars in millions and as percentage growth of total solid waste revenues) follows: Period-to-Period Change For Fiscal Year 2024 vs Fiscal Year 2023 Amount % Growth Price $ 55.6 5.7 % Volume (17.2) (1.8) % Surcharges and other fees (3.5) (0.3) % Commodity price and volume 1.9 0.2 % Acquisitions 218.9 22.5 % Solid waste revenues $ 255.7 26.3 % The most significant items impacting the change in our solid waste revenues during fiscal year 2024 are summarized below: • Price increased solid waste revenues due to (i) $46.1 million, or 6.5% as a percentage of collection revenues, from favorable collection pricing and (ii) $9.5 million, or 3.9% as a percentage of disposal revenues, from favorable disposal pricing associated with our landfills and transfer stations; • Volume decreased solid waste revenues due to (i) $(10.6) million, or (4.3)% as a percentage of disposal revenues, from lower disposal volumes, driven by lower landfill volumes and to a lesser extent transportation volumes, partially offset by higher transfer station volumes, (ii) $(6.5) million, or (0.9)% as a percentage of collection revenues from lower collection volumes, and (iii) $(0.1) million, or (1.5)% as a percentage of processing revenues, from lower processing volumes; • Surcharge and other fees decreased solid waste revenues primarily due to (i) lower energy and environmental fee (“E&E Fee(s)”) revenues associated with our fuel cost recovery program related to lower diesel fuel prices and (ii) lower sustainability recycling adjustment fee (“SRA Fee(s)”) revenues due to higher recycled commodity prices as compared to the prior year periods; partially offset by higher revenues from fees related to legacy fuel and environmental cost recovery programs associated with acquired businesses.
Revenues from our National Accounts business are derived from brokerage services and overall resource management services providing a wide range of environmental services and resource management solutions to large and complex organizations, as well as traditional collection, disposal and recycling services provided to large account multi-site customers.
Revenues from our National Accounts business are derived from brokerage services and overall resource management services providing a wide range of environmental services and resource management solutions to large and complex organizations, as well as traditional collection, disposal and recycling services provided to large account multi-site customers.
General and Administration General and administration expense includes: (i) labor costs, which consist of salaries, wages, incentive compensation and related benefit costs such as health and welfare benefits and workers compensation costs related to management, clerical and administrative functions; (ii) professional service fees; (iii) provision for expected credit losses; and (iv) other overhead costs including those associated with marketing, sales force and community relations efforts.
General and Administration General and administration expense includes: (i) labor costs, which consist of salaries, wages, incentive compensation and related benefit costs such as health and welfare benefits and workers compensation costs related to management, clerical and administrative functions; (ii) professional service fees; (iii) provision for expected credit losses; and (iv) other overhead costs including those associated with marketing, sales and community relations efforts.
We expect existing cash and cash equivalents combined with available cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.
We expect existing cash, cash equivalents and restricted cash combined with available cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.
Events or changes in circumstances that may indicate that an asset may be impaired include the following: • a significant decrease in the market price of an asset or asset group; • a significant adverse change in the extent or manner in which an asset or asset group is being used or in its physical condition; • a significant adverse change in legal factors or in the business climate that could affect the value of an asset or asset group, including an adverse action or assessment by a regulator; • an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; • a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; • a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life; or • an impairment of goodwill at a reporting unit.
Events or changes in circumstances that may indicate that an asset may be impaired include the following: • a significant decrease in the market price of an asset or asset group; 52 Table of Contents • a significant adverse change in the extent or manner in which an asset or asset group is being used or in its physical condition; • a significant adverse change in legal factors or in the business climate that could affect the value of an asset or asset group, including an adverse action or assessment by a regulator; • an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; • a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; • a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life; or • an impairment of goodwill at a reporting unit.
In addition to the financial covenants, the Amended and Restated Credit Agreement contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. We do not believe that these restrictions impact our ability to meet future liquidity needs.
In addition to the financial covenants, the Credit Agreement contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. We do not believe that these restrictions impact our ability to meet future liquidity needs.
Interest obligations related to variable rate debt were calculated using variable rates in effect at December 31, 2023. (2) Contractual cash obligations do not include accounts payable or accrued liabilities, which will be paid in the fiscal year ending December 31, 2024. We have no contractual obligations related to unrecognized tax benefits at December 31, 2023.
Interest obligations related to variable rate debt were calculated using variable rates in effect at December 31, 2024. (2) Contractual cash obligations do not include accounts payable or accrued liabilities, which will be paid in the fiscal year ending December 31, 2025. We have no contractual obligations related to unrecognized tax benefits at December 31, 2024.
We account for income tax uncertainties according to guidance on the recognition, derecognition and measurement of potential tax benefits associated with tax positions. We recognize interest and penalties relating to income tax matters as a component of income tax expense. See Note 17, Income Taxes to our consolidated financial statements included under Item 8.
We account for income tax uncertainties according to guidance on the recognition, derecognition and measurement of potential tax benefits associated with tax positions. We recognize interest and penalties relating to income tax matters as a component of income tax expense. See Note 16, Income Taxes to our consolidated financial statements included under Item 8.
In assessing the reasonableness of our determined fair values of our reporting units, we evaluate our results against our current market capitalization. We elected to perform a quantitative analysis as part of our annual goodwill impairment test for fiscal year 2023.
In assessing the reasonableness of our determined fair values of our reporting units, we evaluate our results against our current market capitalization. We elected to perform a quantitative analysis as part of our annual goodwill impairment test for fiscal year 2024.
" Financial Statements and Supplementary Data " of this Annual Report on Form 10-K. 49 Table of Contents Inflation Inflationary increases in costs, including current inflationary pressures associated primarily with labor, certain other cost categories, and capital items, have materially affected, and may continue to materially affect, our operating margins and cash flows.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 49 Table of Contents Inflation Inflationary increases in costs, including current inflationary pressures associated primarily with labor, certain other cost categories, and capital items, have materially affected, and may continue to materially affect, our operating margins and cash flows.
" Financial Statements and Supplementary Data " of this Annual Report on Form 10-K for further disclosure about final capping, closure and post-closure asset retirement costs, including revisions in estimates. Remaining Permitted Airspace. Our engineers, in consultation with third-party engineering consultants and surveyors, are responsible for determining remaining permitted airspace at our landfills.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosure about final capping, closure and post-closure asset retirement costs, including revisions in estimates. Remaining Permitted Airspace. Our engineers, in consultation with third-party engineering consultants and surveyors, are responsible for determining remaining permitted airspace at our landfills.
Despite these programs, competitive factors may require us to absorb at least a portion of these cost increases. See Item 7A. "Quantitative and Qualitative Disclosures about Market Risk " of this Annual Report on Form 10-K for additional information regarding our fuel cost recovery programs.
Despite these programs, competitive factors may require us to absorb at least a portion of these cost increases. See Item 7A. “ Quantitative and Qualitative Disclosures about Market Risk” of this Annual Report on Form 10-K for additional information regarding our fuel cost recovery programs.
Interest under the Amended and Restated Credit Agreement is subject to increase by 2.00% per annum during the continuance of a payment default and may be subject to increase by 2.00% per annum during the continuance of any other event of default.
Interest under the Credit Agreement is subject to increase by 2.00% per annum during the continuance of a payment default and may be subject to increase by 2.00% per annum during the continuance of any other event of default.
Revenues associated with our solid waste operations are derived mainly from fees charged to customers for solid waste collection and disposal services, including landfill, transfer station and transportation services, landfill gas-to-energy services, and processing services in the eastern United States.
Revenues associated with our solid waste operations are derived mainly from fees charged to customers for solid waste collection and disposal services, including landfill, transfer station and transportation, while also providing landfill gas-to-energy and processing services in the eastern United States.
" Financial Statements and Supplementary Data " of this Annual Report on Form 10-K for further disclosure. Contingent Liabilities We are subject to various legal proceedings, claims and regulatory matters, the outcomes of which are subject to significant uncertainty.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosure. Contingent Liabilities We are subject to various legal proceedings, claims and regulatory matters, the outcomes of which are subject to significant uncertainty.
Our significant accounting policies are more fully discussed in Note 3, Summary of Significant Accounting Policies of our consolidated financial statements included in Item 8. " Financial Statements and Supplementary Data " of this Annual Report on Form 10-K. Landfill Accounting Landfill Development Costs.
Our significant accounting policies are more fully discussed in Note 3, Summary of Significant Accounting Policies of our consolidated financial statements included in Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Landfill Accounting Landfill Development Costs.
See Note 5, Business Combinations and Note 9, Goodwill and Intangible Assets to our consolidated financial statements included under Item 8. " Financial Statements and Supplementary Data " of this Annual Report on Form 10-K for further disclosure.
See Note 5, Business Combinations and Note 9, Goodwill and Intangible Assets to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosure.
See Note 5, Business Combinations, to our consolidated financial statements included under Item 8. " Financial Statements and Supplementary Data " of this Annual Report on Form 10-K for disclosure regarding acquisition activity.
See Note 5, Business Combinations, to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure regarding acquisition activity.
Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal services, including landfill, transfer station and transportation services, landfill gas-to-energy services, and processing services in the eastern United States.
Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal services, including landfill, transfer station and transportation, while also providing landfill gas-to-energy and processing services in the eastern United States.
The Amended and Restated Credit Agreement provides that Term SOFR is subject to a zero percent floor. We are also required to pay a fronting fee for each letter of credit of 0.25% per annum.
The Credit Agreement provides that Term SOFR is subject to a zero percent floor. We are also required to pay a fronting fee for each letter of credit of 0.25% per annum.
Consolidated EBITDA is based on operating results for the twelve months preceding the measurement date of December 31, 2023.
Consolidated EBITDA is based on operating results for the twelve months preceding the measurement date of December 31, 2024.
" Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission on February 17, 2023.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 16, 2024.
Accordingly, in fiscal years 2023 and 2022, we recorded charges associated with the closure of our Southbridge Landfill (in millions) as follows: Fiscal Year Ended December 31, 2023 2022 Legal and transaction costs (1) $ 0.4 $ 0.7 Landfill closure project charge (2) 0.1 0.7 Southbridge Landfill closure charge, net $ 0.5 $ 1.4 (1) We incurred legal costs as well as other transaction costs associated with various matters as part of the Southbridge Landfill closure.
Accordingly, in fiscal years 2024 and 2023, we recorded charges associated with the closure of our Southbridge Landfill (in millions) as follows: Fiscal Year Ended December 31, 2024 2023 Legal and transaction costs (1) $ — $ 0.4 Landfill closure project charge (2) 8.4 0.1 Southbridge Landfill closure charge $ 8.4 $ 0.5 (1) We incurred legal costs as well as other transaction costs associated with various matters as part of the Southbridge Landfill closure.
Consolidated funded debt, net and consolidated EBITDA as defined by the Amended and Restated Credit Agreement ("Consolidated EBITDA") are non-GAAP financial measures that should not be considered an alternative to any measure of financial performance calculated and presented in accordance with generally accepted accounting principles in the United States ("GAAP").
Consolidated funded debt, net and consolidated EBITDA as defined by the Credit Agreement (“Consolidated EBITDA”) are non-GAAP financial measures that should not be considered an alternative to any measure of financial performance calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”).
For further description regarding contractual obligations, see Note 8, Leases , Note 10, Final Capping, Closure and Post-Closure Costs, Note 12, Debt, Note 13, Commitments and Contingencies , and Note 16, Employee Benefit Plans to our consolidated financial statements included in Item 8.
For further description regarding contractual obligations, see Note 8, Leases , Note 10, Final Capping, Closure and Post-Closure Costs, Note 11, Debt, Note 12, Commitments and Contingencies , and Note 15, Employee Benefit Plans to our consolidated financial statements included in Item 8.
" Financial Statements and Supplementary Data " of this Annual Report on Form 10-K). The projection of these landfill costs is dependent, in part, on future events.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K). The projection of these landfill costs is dependent, in part, on future events.
As of January 31, 2024, we owned and/or operated 64 solid waste collection operations, 71 transfer stations, 29 recycling and processing facilities, eight Subtitle D landfills, three landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition materials.
As of January 31, 2025, we owned and/or operated 71 solid waste collection operations, 71 transfer stations, 28 recycling and processing facilities, eight Subtitle D landfills, three landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition materials.
" Management's Discussion and Analysis of Financial Condition and Results of Operations " of this Annual Report on Form 10-K. Cash flows from investing activities .
“ Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K. Cash flows from investing activities .
" Financial Statements and Supplementary Data " of this Annual Report on Form 10-K for disclosure regarding our debt. Contractual Obligations The following table sets forth a summary of our significant contractual cash obligations (in thousands) as of December 31, 2023.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure regarding our debt. Contractual Obligations The following table sets forth a summary of our significant contractual cash obligations (in thousands) as of December 31, 2024.
Our actual results may differ materially from those contained in any forward-looking statements. 32 Table of Contents Discussion and analysis of our financial condition and results of operations for the fiscal year ended December 31, 2022 ("fiscal year 2022") compared to our financial condition and results of operations for the fiscal year ended December 31, 2021 is included under the heading Item 7.
Our actual results may differ materially from those contained in any forward-looking statements. 33 Table of Contents Discussion and analysis of our financial condition and results of operations for the fiscal year ended December 31, 2023 (“fiscal year 2023”) compared to our financial condition and results of operations for the fiscal year ended December 31, 2022 is included under the heading Item 7.
As of October 1, 2023, our Eastern, Western, Mid-Atlantic and Resource Solutions reporting units indicated that the fair value of each reporting unit exceeded its carrying amount, including goodwill. In the case the fair value of our Eastern, Western, and Resource Solutions reporting units exceeded its carrying value by in excess of 30%.
As of October 1, 2024, our Eastern, Western, Mid-Atlantic and Resource Solutions reporting units indicated that the fair value of each reporting unit exceeded its carrying amount, including goodwill. The fair value of our Eastern, Western, Mid-Atlantic and Resource Solutions reporting units exceeded its carrying value by in excess of 23%.
Legal Settlement In fiscal year 2023, we accrued for a charge of $6.2 million in current liabilities due to reaching an agreement at a mediation held on June 20, 2023 with the collective class members of a class action lawsuit relating to certain claims under the Fair Labor Standards Act of 1938 as well as state wage and hours laws.
Legal Settlement In fiscal year 2023, we recorded a charge of $6.2 million in connection with reaching an agreement at a mediation held on June 20, 2023 with the collective class members of a class action lawsuit relating to certain claims under the Fair Labor Standards Act of 1938 (“FLSA”) as well as state wage and hours laws.
For discussion of our operational performance in fiscal year 2023 as compared to fiscal year 2022, including discussions of our Loss from termination of bridge financing and Landfill capping charge - veneer failure, see " Results of Operations" included in this Item 7.
For discussion of our operational performance in fiscal year 2024 as compared to fiscal year 2023, including discussions of our Loss from termination of bridge financing and Landfill capping (recovery) charge - veneer failure, see “ Results of Operations” included in this Item 7.
The Credit Facility is guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries and secured by substantially all of our assets. As of December 31, 2023, further advances were available under the Credit Facility in the amount of $272.3 million.
The Credit Facility is guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries and secured by substantially all of our assets. As of December 31, 2024, further advances were available under the Credit Facility in the amount of $675.4 million.
Depending on bonus depreciation and other elections made on the 2023 tax return when filed, we project to carry $7.2 million of pre-2018 net operating losses and $125.7 million of post-2017 net operating losses into the 2024 tax year.
Depending on bonus depreciation and other elections made on the 2024 tax return when filed, we project to carry no pre-2018 net operating losses and $83.2 million of post-2017 net operating losses into the 2025 tax year.
The Credit Facility shall bear interest, at our election, at Term SOFR, including a secured overnight financing rate adjustment of 10 basis points, or at a base rate, in each case plus or minus any sustainable rate adjustment of up to positive or negative 4.0 basis points per annum, plus an applicable interest rate margin based upon our consolidated net leverage ratio as follows: Term SOFR Loans Base Rate Loans Term Loan Facility 1.125% to 2.125% 0.125% to 1.125% Revolving Credit Facility 1.125% to 2.125% 0.125% to 1.125% 2023 Term Loan Facility 1.625% to 2.625% 0.625% to 1.625% 47 Table of Contents A commitment fee will be charged on undrawn amounts of our Revolving Credit Facility based upon our consolidated net leverage ratio in the range of 0.20% to 0.40% per annum, plus a sustainability adjustment of up to positive or negative 1.0 basis point per annum.
The Credit Facility shall bear interest, at our election, at term secured overnight financing rate (“Term SOFR”) or at a base rate, in each case plus or minus any sustainable rate adjustment of up to positive or negative 4.0 basis points per annum, plus an applicable interest rate margin based upon our consolidated net leverage ratio as follows: Term SOFR Loans Base Rate Loans Credit Facility 1.300% to 2.175% 0.300% to 1.175% A commitment fee will be charged on undrawn amounts of our Revolving Credit Facility based upon our consolidated net leverage ratio in the range of 0.20% to 0.40% per annum, plus a sustainability adjustment of up to positive or negative 1.0 basis point per annum.
The available amount is net of outstanding irrevocable letters of credit totaling $27.7 million, and as of December 31, 2023 no amount had been drawn. The Amended and Restated Credit Agreement requires us to maintain a minimum interest coverage ratio and a maximum consolidated net leverage ratio, to be measured at the end of each fiscal quarter.
The available amount is net of outstanding irrevocable letters of credit totaling $24.6 million, and as of December 31, 2024 no amount had been drawn. The Credit Agreement requires us to maintain a minimum interest coverage ratio and a maximum consolidated net leverage ratio, to be measured at the end of each fiscal quarter.
A summary of the major components of our general and administration expenses is as follows (dollars in millions and as a percentage of total revenues): 37 Table of Contents Fiscal Years Ended December 31, $ Change 2023 2022 Labor costs $ 101.6 8.0 % $ 91.5 8.4 % $ 10.1 Professional fees 10.1 0.8 % 7.0 0.6 % 3.1 Provision for expected credit losses 2.5 0.2 % 2.0 0.2 % 0.5 Other 41.6 3.3 % 32.9 3.1 % 8.7 $ 155.8 12.3 % $ 133.4 12.3 % $ 22.4 These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
A summary of the major components of our general and administration expense is as follows (dollars in millions and as a percentage of total revenues): 37 Table of Contents Fiscal Years Ended December 31, $ Change 2024 2023 Labor costs $ 126.1 8.1 % $ 101.6 8.0 % $ 24.5 Professional fees 13.0 0.8 % 10.1 0.8 % 2.9 Provision for expected credit losses 2.9 0.2 % 2.5 0.2 % 0.4 Other 48.8 3.1 % 41.6 3.3 % 7.2 $ 190.8 12.2 % $ 155.8 12.3 % $ 35.0 These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
We have the right to request, at our discretion, an increase in the amount of loans under the Credit Facility by an aggregate amount of $125.0 million, subject to further increase based on the terms and conditions set forth in the Amended and Restated Credit Agreement. The Credit Facility has a 5-year term that matures in December 2026.
We have the right to request, at our discretion, an increase in the amount of loans under the Credit Facility by an aggregate amount of $200.0 million, subject to further increase based on the terms and conditions set forth in the Credit Agreement. The Credit Facility has a 5-year term that matures in September 2029.
The average amortization rate per ton for our landfills during fiscal year 2023 and 2022 was $7.23 and $7.03, respectively. 50 Table of Contents Final Capping, Closure and Post-Closure Costs.
The average amortization rate per ton for our landfills during fiscal years 2024 and 2023 was $7.52 and $7.23, respectively. 50 Table of Contents Final Capping, Closure and Post-Closure Costs.
A summary of operating cash flows (in millions) follows: Fiscal Year Ended December 31, 2023 2022 Net income $ 25.4 $ 53.1 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 170.7 126.4 Interest accretion on landfill and environmental remediation liabilities 9.9 8.0 Amortization of debt issuance costs on long-term debt 3.0 1.9 Stock-based compensation 9.1 8.2 Operating lease right-of-use assets expense 15.3 13.8 Disposition of assets, other items and charges, net 0.7 0.7 Loss from termination of bridge financing 8.2 — Landfill capping charge - veneer failure 3.0 — Deferred income taxes 7.4 16.5 252.7 228.6 Changes in assets and liabilities, net (19.6) (11.3) Net cash provided by operating activities $ 233.1 $ 217.3 44 Table of Contents Net cash provided by operating activities increased $15.8 million in fiscal year 2023 as compared to fiscal year 2022.
A summary of operating cash flows (in millions) follows: Fiscal Year Ended December 31, 2024 2023 Net income $ 13.5 $ 25.4 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 234.9 170.7 Interest accretion on landfill and environmental remediation liabilities 11.6 9.9 Amortization of debt issuance costs 3.0 3.0 Stock-based compensation 12.2 9.1 Operating lease right-of-use assets expense 17.8 15.3 Other items and charges, net 13.0 0.7 Loss from termination of bridge financing — 8.2 Landfill capping (recovery) charge - veneer failure (0.9) 3.0 Deferred income taxes 6.9 7.4 312.0 252.7 Changes in assets and liabilities, net (30.6) (19.6) Net cash provided by operating activities $ 281.4 $ 233.1 45 Table of Contents Net cash provided by operating activities increased $48.3 million in fiscal year 2024 as compared to fiscal year 2023.
This was the result of operational performance, partially offset by higher interest expense and an increase in the unfavorable cash flow impact associated with the changes in our assets and liabilities, net of effects of acquisitions and divestitures.
This was the result of revenue growth driven by acquisition activity, partially offset by higher interest expense and an increase in the unfavorable cash flow impact associated with the changes in our assets and liabilities, net of effects of acquisitions and divestitures.
" Financial Statements and Supplementary Data " of this Annual Report on Form 10-K.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
A summary of financing cash flows (in millions) follows: Fiscal Year Ended December 31, 2023 2022 Proceeds from debt borrowings $ 465.0 $ 88.2 Principal payments on debt (26.2) (59.3) Payments of debt issuance costs (12.8) (1.2) Payments of contingent consideration — (1.0) Proceeds from the exercise of share-based awards 0.1 0.2 Proceeds from the public offering of Class A Common Stock 496.2 — Net cash provided by financing activities $ 922.3 $ 26.9 A summary of the most significant items affecting the change in our financing cash flows follows: Debt activity .
A summary of financing cash flows (in millions) follows: Fiscal Year Ended December 31, 2024 2023 Proceeds from debt borrowings $ 846.8 $ 465.0 Principal payments on debt (783.7) (26.2) Payments of debt issuance costs (6.6) (12.8) Proceeds from the exercise of share-based awards 0.3 0.1 Proceeds from the public offering of Class A Common Stock 496.2 496.2 Payments of debt modification costs (1.4) — Net cash provided by financing activities $ 551.6 $ 922.3 A summary of the most significant items affecting the change in our financing cash flows follows: Debt activity .
Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. For financial information concerning our reportable operating segments and additional disclosure over the GFL Acquisition refer to “Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K.
Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. For financial information concerning our reportable operating segments refer to Note 20. Segment Reporting to our consolidated financial statements included under “Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K.
Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment, which is not a reportable operating segment. Corporate Entities results reflect those costs not allocated to our reportable operating segments.
Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment, which is not a reportable operating segment.
See Note 14, Stockholders' Equity to our consolidated financial statements included under Item 8. " Financial Statements and Supplementary Data " of this Annual Report on Form 10-K for further disclosure. New Accounting Standards For a description of the new accounting standards that may affect us, see Note 2, Accounting Changes to our consolidated financial statements included in Item 8.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosure. 54 Table of Contents New Accounting Standards For a description of the new accounting standards that may affect us, see Note 2, Accounting Changes to our consolidated financial statements included in Item 8.
In addition, the TCJA added limitations on the deductibility of interest expense that became more restrictive beginning in tax year 2022 and limits the deductibility of some of our interest expense in tax year 2023. Depending on elections made on the 2023 return when filed, we expect $25.1 million of interest expense to be disallowed.
In addition, the TCJA added limitations on the deductibility of interest expense that became more restrictive beginning in tax year 2023 and limits the deductibility of some of our interest expense. Depending on elections made on the 2024 return when filed, we expect a combined $36.0 million of interest expense to be disallowed for tax years 2023 and 2024.
The settlement agreement was executed July 24, 2023 and has received court approval. 38 Table of Contents Landfill Capping Charge - Veneer Failure In fiscal year 2023, we recorded a charge of $3.9 million consisting of both (i) the write-off of historical payments associated with capping work that has been deemed no longer viable due to a veneer failure and (ii) the related operating expenses incurred to clean up the affected capping material at a Subtitle D landfill we operate located in Seneca, New York.
Landfill Capping (Recovery) Charge - Veneer Failure In fiscal year 2023, we recorded a charge of $3.9 million consisting of (i) the write-off of historical payments associated with capping work that was deemed no longer viable due to a veneer failure and (ii) the related operating expenses incurred to clean up the affected capping material at a Subtitle D landfill we operate located in Seneca, New York.
As of December 31, 2023, we were in compliance with all financial covenants contained in the Amended and Restated Credit Agreement as follows (in millions): Credit Facility Covenant Fiscal Year Ended December 31, 2023 Covenant Requirements at December 31, 2023 Maximum consolidated net leverage ratio (1) 2.78 4.75 Minimum interest coverage ratio 7.57 3.00 (1) The maximum consolidated net leverage ratio is calculated as consolidated funded debt, net of up to $100.0 million of unencumbered cash and cash equivalents in excess of $2.0 million (calculated at $954.5 million as of December 31, 2023, or $1,054.5 million of consolidated funded debt less $100.0 million total of unencumbered cash and cash equivalents), divided by consolidated EBITDA.
As of December 31, 2024, we were in compliance with all financial covenants contained in the Credit Agreement as follows (in millions): Credit Facility Covenant Fiscal Year Ended December 31, 2024 Covenant Requirements at December 31, 2024 Maximum consolidated net leverage ratio (1) 2.54 4.00 Minimum interest coverage ratio 6.81 3.00 (1) The maximum consolidated net leverage ratio is calculated as consolidated funded debt, net of up to $100.0 million of unencumbered cash and cash equivalents (calculated at $1,048.2 million as of December 31, 2024, or $1,148.2 million of consolidated funded debt less $100.0 million total of unencumbered cash and cash equivalents), divided by consolidated EBITDA.
As of December 31, 2023, we were in compliance with all covenants contained in the Amended and Restated Credit Agreement. 48 Table of Contents An event of default under any of our debt agreements could permit some of our lenders, including the lenders under the Credit Facility, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations.
An event of default under any of our debt agreements could permit some of our lenders, including the lenders under the Credit Facility, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations.
Tax-Exempt Financings and Other Debt As of December 31, 2023, we had outstanding $232.0 million aggregate principal amount of tax-exempt bonds, $53.1 million aggregate principal amount of finance leases and $0.2 million aggregate principal amount of notes payable. See Note 12, Debt to our consolidated financial statements included under Item 8.
Tax-Exempt Financings and Other Debt As of December 31, 2024, we had outstanding $277.0 million aggregate principal amount of tax-exempt bonds, $69.7 million aggregate principal amount of finance leases and $1.5 million aggregate principal amount of notes payable. See Note 11, Debt to our consolidated financial statements included under Item 8.
Payments of debt issuance costs. We paid $12.8 million of debt issuance costs in fiscal year 2023 related primarily to bridge financing activities associated with the GFL Acquisition and the Twin Bridges Acquisition.
Payments of debt issuance costs. We paid $6.6 million of debt issuance costs in fiscal year 2024 primarily related to refinancing activities associated with entering into the Credit Agreement as compared to $12.8 million of debt issuance costs in fiscal year 2023 related primarily to bridge financing activities associated with the GFL Acquisition and the Twin Bridges Acquisition.
Loss from Termination of Bridge Financing In fiscal year 2023, we wrote-off the unamortized debt issuance costs and recognized a loss from termination of bridge financing upon the extinguishment of both a secured bridge financing agreement in connection with the GFL Acquisition of $3.7 million, and an unsecured bridge financing agreement in connection with the Twin Bridges Acquisition of $4.5 million. 39 Table of Contents Provision for Income Taxes Our provision for income taxes was $11.6 million in fiscal year 2023 and $21.9 million in fiscal year 2022.
Loss from Termination of Bridge Financing In fiscal year 2023, we wrote-off the unamortized debt issuance costs and recognized a loss from termination of bridge financing upon the extinguishment of both a secured bridge financing agreement in connection with the GFL Acquisition of $3.7 million, and an unsecured bridge financing agreement in connection with the Twin Bridges Acquisition of $4.5 million.
The fair value of restricted stock award and restricted stock unit grants is at a price equal to the fair market value of our Class A common stock at the date of grant. The fair value of market-based performance stock unit grants is valued using a Monte Carlo pricing model.
The fair value of restricted stock award and restricted stock unit grants is at a price equal to the fair market value of our Class A common stock at the date of grant.
A reconciliation of net cash provided by operating activities to Consolidated EBITDA is as follows (in millions): Twelve Months Ended December 31, 2023 Net cash provided by operating activities $ 233.1 Changes in assets and liabilities, net of effects of acquisitions and divestitures 19.5 Stock based compensation (9.1) Loss from termination of bridge financing (8.2) Operating lease right-of-use assets expense (6.3) Landfill capping charge - veneer failure (3.0) Disposition of assets, other items and charges, net (0.7) Interest expense, less amortization of debt issuance costs 44.6 Provision for income taxes, net of deferred income taxes 4.3 Adjustments as allowed by the Amended and Restated Credit Agreement (1) 69.0 Consolidated EBITDA $ 343.2 (1) Adjustments as allowed by the Amended and Restated Credit Agreement includes the estimated annual pro-forma impact of acquisitions on consolidated EBITDA.
A reconciliation of net cash provided by operating activities to Consolidated EBITDA is as follows (in millions): Twelve Months Ended December 31, 2024 Net cash provided by operating activities $ 281.4 Changes in assets and liabilities, net of effects of acquisitions and divestitures 30.5 Stock based compensation (12.2) Operating lease right-of-use assets expense (8.0) Landfill capping recovery - veneer failure 0.9 Other items and charges, net (13.0) Interest expense, less amortization of debt issuance costs 59.5 Provision for income taxes, net of deferred income taxes 0.6 Adjustments as allowed by the Credit Agreement (1) 73.0 Consolidated EBITDA $ 412.7 48 Table of Contents (1) Adjustments as allowed by the Credit Agreement includes the estimated annual pro-forma impact of acquisitions on consolidated EBITDA.
The operating loss of $(5.8) million was impacted by $5.3 million of expense from acquisition activities, comprised of legal, consulting and integration costs related to the GFL Acquisition, as well as the impact of accelerated amortization schedules of certain acquired intangibles.
The operating loss of $(4.6) million in fiscal year 2023 was impacted by (i) $20.3 million of depreciation and amortization expense, including the impact of accelerated amortization schedules of certain acquired intangibles, as well as (ii) $5.3 million of expense from acquisition activities, comprised of legal, consulting and integration costs related to the GFL Acquisition.
A summary of investing cash flows (in millions) follows: Fiscal Year Ended December 31, 2023 2022 Acquisitions, net of cash acquired $ (851.8) $ (78.2) Additions to property and equipment (154.9) (130.9) Proceeds from sale of cost method investment — 1.6 Proceeds from sale of property and equipment 1.1 0.6 Net cash used in investing activities $ (1,005.6) $ (206.9) A summary of the most significant items affecting the change in our investing cash flows follows: Acquisitions, net of cash acquired .
A summary of investing cash flows (in millions) follows: Fiscal Year Ended December 31, 2024 2023 Acquisitions, net of cash acquired $ (468.6) $ (851.8) Additions to property and equipment (203.2) (154.9) Additions to intangible assets (0.3) — Proceeds from sale of property and equipment 1.4 1.1 Proceeds from property insurance settlement 0.1 — Net cash used in investing activities $ (670.6) $ (1,005.6) A summary of the most significant items affecting the change in our investing cash flows follows: Acquisitions, net of cash acquired .
Our total consideration for acquisitions completed in fiscal year 2023 was $846.6 million, including $846.7 in cash, $2.7 million in holdbacks and additional consideration owed to sellers, partially offset by $(2.8) million of open working capital settlements due from sellers.
Our total consideration for acquisitions completed in fiscal year 2024 was $467.9 million, including $469.2 in cash, $1.7 million in holdbacks and additional consideration owed, partially offset by $(3.0) million of open working capital settlements due from sellers.
Operating Expenses A summary of our cost of operations, general and administration and depreciation and amortization expenses is as follows (dollars in millions and as a percentage of total revenues): Fiscal Years Ended December 31, $ Change 2023 2022 Cost of operations $ 832.0 65.8 % $ 723.1 66.6 % $ 108.9 General and administration $ 155.8 12.3 % $ 133.4 12.3 % $ 22.4 Depreciation and amortization $ 170.7 13.5 % $ 126.4 11.6 % $ 44.3 Cost of Operations Cost of operations includes: (i) direct costs, which consist of the costs of purchased materials and third-party transportation and disposal costs, including third-party tipping fees; (ii) direct labor costs, which include salaries, wages, incentive compensation and related benefit costs such as health and welfare benefits and workers compensation; (iii) direct operational costs, which include landfill operating costs such as accretion expense related to final capping, closure and post-closure obligations, leachate treatment and disposal costs and depletion of landfill operating lease obligations, vehicle insurance costs, host community fees and royalties; (iv) fuel costs used by our vehicles and in conducting our operations; (v) maintenance and repair costs relating to our vehicles, equipment and containers; and (vi) other operational costs including facility costs. 36 Table of Contents A summary of the major components of our cost of operations is as follows (dollars in millions and as a percentage of total revenues): Fiscal Years Ended December 31, $ Change 2023 2022 Direct costs $ 311.2 24.6 % $ 279.7 25.8 % $ 31.5 Direct labor costs 175.3 13.9 % 144.0 13.3 % 31.3 Direct operational costs 99.7 7.9 % 89.5 8.3 % 10.2 Fuel costs 48.6 3.8 % 48.3 4.4 % 0.3 Maintenance and repair costs 102.1 8.1 % 81.7 7.4 % 20.4 Other operational costs 95.1 7.5 % 79.9 7.4 % 15.2 $ 832.0 65.8 % $ 723.1 66.6 % $ 108.9 These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
Operating Expenses A summary of our cost of operations, general and administration and depreciation and amortization expenses is as follows (dollars in millions and as a percentage of total revenues): Fiscal Years Ended December 31, $ Change 2024 2023 Cost of operations $ 1,027.3 66.0 % $ 832.0 65.8 % $ 195.3 General and administration $ 190.8 12.2 % $ 155.8 12.3 % $ 35.0 Depreciation and amortization $ 234.9 15.1 % $ 170.7 13.5 % $ 64.2 36 Table of Contents Cost of Operations Cost of operations includes: (i) direct costs, which consist of the costs of purchased materials and third-party transportation and disposal costs, including third-party tipping fees; (ii) direct labor costs, which include salaries, wages, incentive compensation and related benefit costs such as health and welfare benefits and workers compensation; (iii) direct operational costs, which include landfill operating costs such as accretion expense related to final capping, closure and post-closure obligations, leachate treatment and disposal costs and depletion of landfill operating lease obligations, vehicle insurance costs, host community fees and royalties; (iv) fuel costs used by our vehicles and in conducting our operations; (v) maintenance and repair costs relating to our vehicles, equipment and containers; and (vi) other operational costs including facility costs.
Proceeds from the public offering of Class A Common Stock. On June 16, 2023, we completed a public offering of 6.1 million shares of our Class A common stock at a public offering price of $85.50 per share. After deducting stock issuance costs, including underwriting discounts, commissions and offering expenses, the offering resulted in net proceeds of $496.2 million.
In September 2024, we completed a public offering of 5.2 million shares of our Class A common stock at a public offering price of $100.00 per share. After deducting stock issuance costs, including underwriting discounts, commissions and offering expenses, the offering resulted in net proceeds of $496.2 million.
Liquidity and Capital Resources We continually monitor our actual and forecasted cash flows, our liquidity, and our capital requirements in order to properly manage our liquidity needs as we move forward based on the capital intensive nature of our business and our growth acquisition strategy.
See further discussion about the expense from acquisition activities above in “ Operating Expenses” . 43 Table of Contents Liquidity and Capital Resources We continually monitor our actual and forecasted cash flows, our liquidity, and our capital requirements in order to properly manage our liquidity needs as we move forward based on the capital intensive nature of our business and our growth acquisition strategy.
Therefore, our business, financial condition and operational results are susceptible to downturns in the general economy in this geographic region and other factors affecting the region, such as state regulations, labor availability and severe weather conditions. We are unable to forecast or determine the timing and/or the future impact of a sustained economic slowdown or other factors affecting the region.
Therefore, our business, financial condition and operational results are susceptible to downturns in the general economy in this geographic region and other factors affecting the region, such as state and local regulations, labor availability and severe weather conditions.
Future acquisitions may include larger acquisitions that may be inside or outside of our existing market, which could require additional financing either in the form of debt or equity. 43 Table of Contents A summary of cash and cash equivalents, restricted assets and debt balances, excluding any debt issuance costs, (in millions) follows: December 31, 2023 2022 $ Change Cash and cash equivalents $ 220.9 $ 71.2 $ 149.7 Current assets, excluding cash and cash equivalents $ 205.4 $ 136.3 $ 69.1 Restricted assets $ 2.2 $ 1.9 $ 0.3 Total current liabilities: Current liabilities, excluding current maturities of debt $ 243.1 $ 168.6 $ 74.5 Current maturities of debt 35.8 9.0 26.8 Total current liabilities $ 278.9 $ 177.6 $ 101.3 Debt, less current portion, excluding unamortized debt issuance costs $ 1,018.8 $ 594.5 $ 424.3 Current assets, excluding cash and cash equivalents, increased $69.1 million and current liabilities, excluding current maturities of debt, increased $74.5 in fiscal year 2023, resulting in a $(5.4) million decline in working capital, net (defined as current assets, excluding cash and cash equivalents, minus current liabilities, excluding current maturities of debt) from $(32.3) million as of December 31, 2022 to $(37.7) million as of December 31, 2023.
Future acquisitions may include larger acquisitions that may be inside or outside of our existing market, which could require additional financing either in the form of debt or equity. 44 Table of Contents A summary of balance sheet items relevant to our liquidity (in millions) follows: December 31, 2024 2023 $ Change Cash, cash equivalents and restricted cash $ 383.3 $ 220.9 $ 162.4 Current assets, excluding cash, cash equivalents and restricted cash $ 230.0 $ 205.4 $ 24.6 Restricted assets $ 2.5 $ 2.2 $ 0.3 Total current liabilities: Current liabilities, excluding current maturities of debt $ 264.7 $ 243.1 $ 21.6 Current maturities of debt 42.6 35.8 6.8 Total current liabilities $ 307.3 $ 278.9 $ 28.4 Debt, less current portion, excluding unamortized debt issuance costs $ 1,105.5 $ 1,018.8 $ 86.7 Current assets, excluding cash, cash equivalents and restricted cash, increased $24.6 million, and current liabilities, excluding current maturities of debt, increased $21.6 in fiscal year 2024, resulting in a $3.0 million increase in working capital, net (defined as current assets, excluding cash, cash equivalents and restricted cash, minus current liabilities, excluding current maturities of debt) from $(37.7) million as of December 31, 2023 to $(34.7) million as of December 31, 2024.
In the fiscal year ended December 31, 2023 ("fiscal year 2023"), we acquired seven businesses: the GFL Subsidiaries, which include solid waste collection, transfer and recycling operations in Pennsylvania, Maryland and Delaware; the assets of Consolidated Waste Services, LLC and its affiliates (dba Twin Bridges), which was completed on September 1, 2023 and consists of a collection, transfer and recycling business in the greater Albany, New York area (the "Twin Bridges Acquisition"); and five additional solid waste collection businesses that provide collection, transfer and recycling services.
In fiscal year 2023, we acquired seven businesses: the equity interests of four wholly-owned subsidiaries of GFL Environmental Inc., which include solid waste collection, transfer and recycling operations in Pennsylvania, Maryland and Delaware (the “GFL Acquisition”); the assets of Consolidated Waste Services, LLC and its affiliates (dba Twin Bridges), consisting of a collection, transfer and recycling business in the greater Albany, New York area (the “Twin Bridges Acquisition”); and five additional solid waste collection businesses that provide collection, transfer and recycling services.
As of December 31, 2023, we had $272.3 million of undrawn capacity under our $300.0 million revolving credit facility ("Revolving Credit Facility") and $220.9 million of cash and equivalents to help meet our short-term and long-term liquidity needs.
As of December 31, 2024, we had $675.4 million of undrawn capacity under our $700.0 million revolving credit facility (“Revolving Credit Facility”) and $383.3 million of cash, cash equivalents and restricted cash to help meet our short-term and long-term liquidity needs.
“ Quantitative and Qualitative Disclosures about Market Risk ” included in this Annual Report on Form 10-K for additional information regarding our E&E Fee and SRA Fee; • Commodity price and volume decreased primarily due to (i) unfavorable commodity and energy pricing and (ii) lower energy volumes; partially offset by higher commodity processing volumes; and • Acquisitions increased due to (i) the partial year impact of the seven acquisitions completed in fiscal year 2023, including the GFL Acquisition and Twin Bridges Acquisition, as described above, and (ii) the rollover impact of the twelve acquisitions completed in fiscal year 2022.
“ Quantitative and Qualitative Disclosures about Market Risk ” included in this Annual Report on Form 10-K for additional information regarding our E&E Fee and SRA Fee; • Commodity price and volume increased solid waste revenues primarily due to (i) favorable commodity and energy pricing, (ii) higher energy volumes, and (iii) to a lesser extent, higher commodity processing volumes; and • Acquisitions increased solid waste revenues due to the partial year impact of the acquisition of eight business in fiscal year 2024, as well as the rollover impact of seven acquisitions completed in fiscal year 2023.
The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. However, even under optimal circumstances, estimates routinely require adjustments based on changing assumptions and circumstances, or new or better information becoming available. Accordingly, actual results may differ from these estimates under different assumptions and circumstances.
However, even under optimal circumstances, estimates routinely require adjustments based on changing assumptions and circumstances, or new or better information becoming available. Accordingly, actual results may differ from these estimates under different assumptions and circumstances.
Our accounts receivable are recorded when billed or when related revenue is earned, if earlier, and represent claims against third-parties that will be settled in cash. The carrying value of our accounts receivable, net of allowance for credit losses represents its estimated net realizable value.
Accounts Receivable, Net of Allowance for Credit Losses Accounts receivable represent receivables from customers for collection, transfer, recycling, disposal and other services. Our accounts receivable are recorded when billed or when related revenue is earned, if earlier, and represent claims against third parties that will be settled in cash.
Estimating future cash flows requires significant judgment and projections may vary from the cash flows eventually realized. We incurred no impairment of long-lived assets in fiscal years 2023 or 2022.
Estimating future cash flows requires significant judgment and projections may vary from the cash flows eventually realized. We incurred no impairment of long-lived assets in fiscal years 2024 or 2023. However, there can be no assurance that long-lived assets will not be impaired at any time in the future.
While inflation negatively impacted operating results and margins during fiscal year 2023 and fiscal year 2022, we believe that our flexible pricing structures and cost recovery fees are allowing us to recover and will continue to allow us to recover certain inflationary costs from our customer base.
However, we believe that our flexible pricing structures and cost recovery fees are allowing us to recover and will continue to allow us to recover certain inflationary costs from our customer base.
The TCJA significantly changed U.S. corporate income tax laws by, among other things, changing carryforward rules for net operating losses.
On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted. The TCJA significantly changed U.S. corporate income tax laws by, among other things, changing carryforward rules for net operating losses.
A summary of cash flows (in millions) follows: Fiscal Year Ended December 31, $ Change 2023 2022 Net cash provided by operating activities $ 233.1 $ 217.3 $ 15.8 Net cash used in investing activities $ (1,005.6) $ (206.9) $ (798.7) Net cash provided by financing activities $ 922.3 $ 26.9 $ 895.4 Cash flows from operating activities.
A summary of cash flows (in millions) follows: Fiscal Year Ended December 31, $ Change 2024 2023 Net cash provided by operating activities $ 281.4 $ 233.1 $ 48.3 Net cash used in investing activities $ (670.6) $ (1,005.6) $ 335.0 Net cash provided by financing activities $ 551.6 $ 922.3 $ (370.7) Cash flows from operating activities.
In making this determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making this determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations.
See further discussion about the expense from acquisition activities, the legal settlement, the landfill capping charge - veneer failure, and the environmental remediation charge above in " Operating Expenses ".
See further discussion about the legal settlement and the landfill capping charge - veneer failure above in “ Operating Expenses” .
However, there can be no assurance that goodwill will not be impaired at any time in the future. 52 Table of Contents Intangible assets consist primarily of covenants not-to-compete, customer relationships and trade names.
We incurred no impairment of goodwill as a result of our annual goodwill impairment tests in fiscal years 2024 or 2023. However, there can be no assurance that goodwill will not be impaired at any time in the future. Intangible assets consist primarily of covenants not-to-compete, customer relationships and trade names.
" Quantitative and Qualitative Disclosures about Market Risk " of this Annual Report on Form 10-K for additional information regarding our fuel costs. • Maintenance and repair costs increased due to (i) acquisitions, (ii) higher personnel and parts costs reflecting inflationary pressures, and (iii) higher vehicle maintenance costs driven by delays in the delivery of fleet replacements. • Other operational costs increased due to (i) acquisitions, (ii) higher spend associated with supporting acquisition-related growth, (iii) increased facility insurance costs, and (iv) general cost inflation; partially offset by a gain on resolution of acquisition-related contingent consideration associated with the reversal of a contingency for a transfer station permit expansion in our Western region that is no longer deemed viable.
“ Quantitative and Qualitative Disclosures about Market Risk” of this Annual Report on Form 10-K for additional information regarding our fuel costs. • Maintenance and repair costs increased due to (i) acquisitions, (ii) higher personnel and parts costs reflecting cost inflation, and (iii) higher vehicle maintenance costs driven by delays in the delivery of fleet replacements. • Other operational costs increased due to (i) acquisitions, (ii) higher spending associated with supporting acquisition-related growth, and (iii) general cost inflation.
A summary of the major components of depreciation and amortization expense (dollars in millions and as a percentage of total revenues) follows: Fiscal Year Ended December 31, $ Change 2023 2022 Depreciation expense $ 99.2 7.8 % $ 78.1 7.2 % $ 21.1 Landfill amortization expense 40.4 3.2 % 31.6 2.9 % 8.8 Other amortization expense 31.1 2.5 % 16.7 1.5 % 14.4 $ 170.7 13.5 % $ 126.4 11.6 % $ 44.3 Depreciation and amortization expense increased in fiscal year 2023 primarily due to (i) acquisitions, including the impact of accelerated amortization schedules of certain intangibles, (ii) net investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to changes in cost and other assumptions from the prior year periods, more than offsetting lower landfill volumes.
A summary of the major components of depreciation and amortization expense (dollars in millions and as a percentage of total revenues) follows: Fiscal Year Ended December 31, $ Change 2024 2023 Depreciation expense $ 133.9 8.6 % $ 99.2 7.8 % $ 34.7 Landfill amortization expense 44.5 2.9 % 40.4 3.2 % 4.1 Other amortization expense 56.5 3.6 % 31.1 2.5 % 25.4 $ 234.9 15.1 % $ 170.7 13.5 % $ 64.2 Depreciation and amortization expense increased in fiscal year 2024 primarily due to (i) acquisitions, including the impact of accelerated amortization schedules of certain intangibles, (ii) investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to changes in cost and other assumptions from the prior year period, more than offsetting lower landfill volumes. 38 Table of Contents Expense from Acquisition Activities In fiscal years 2024 and 2023, we recognized expenses of $24.9 million and $15.0 million, respectively, comprised primarily of legal, consulting, rebranding and other costs associated with the due diligence, acquisition and integration of acquired businesses.
We manage our resource renewal operations through the Resource Solutions operating segment, which includes processing services and non-processing services, which we previously referred to as our Customer Solutions business, but now refer to as our National Accounts business.
We manage our resource renewal operations through the Resource Solutions operating segment, which includes processing services and services provided by our National Accounts business.
Any interest expense disallowed may be carried forward indefinitely and deducted in later years subject to said interest limitation. Segment Reporting We report selected information about our reportable operating segments in a manner consistent with that used for internal management reporting.
Interest expense disallowed is carried forward indefinitely for deduction in later years subject to said interest limitation. Segment Reporting We report selected information about our reportable 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 Eastern, Western and Mid-Atlantic regions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA summary of the changes to the notional amount of interest rate derivative agreements follows (in millions): Active Forward Starting Total Balance, December 31, 2021 $ 195.0 $ 85.0 $ 280.0 Commencements 65.0 (65.0) — Maturities (70.0) — (70.0) Balance, December 31, 2022 (1) 190.0 20.0 210.0 Additions 390.0 — 390.0 Commencements 20.0 (20.0) — Maturities (85.0) — (85.0) Balance, December 31, 2023 (2) $ 515.0 $ — $ 515.0 (1) These agreements mature between May 2023 and May 2028 and state that we receive interest based on 1-month LIBOR, restricted by a 0.0% floor in some instances, and pay interest at a weighted average rate of approximately 2.11%.
Biggest changeA summary of the changes to the notional amount of interest rate derivative agreements follows (in millions): Active Forward Starting Total Balance, December 31, 2022 $ 190.0 $ 20.0 $ 210.0 Additions 390.0 — 390.0 Commencements 20.0 (20.0) — Maturities (85.0) — (85.0) Balance, December 31, 2023 515.0 — 515.0 Additions — — — Commencements — — — Maturities — — — Balance, December 31, 2024 (1) $ 515.0 $ — $ 515.0 (1) These agreements mature between February 2026 and June 2028 and state that we receive interest based on Term SOFR, restricted by a 0.0% floor, and pay interest at a weighted average rate of approximately 3.60%.
We have designated these derivative instruments as highly effective cash flow hedges, and therefore the change in fair value is recorded in our stockholders’ equity as a component of accumulated other comprehensive loss and included in interest expense at the same time as interest expense is affected by the hedged transactions.
We have designated these derivative instruments as highly effective cash flow hedges, and therefore the change in fair value is recorded in our stockholders’ equity as a component of accumulated other comprehensive income (loss) and included in interest expense at the same time as interest expense is affected by the hedged transactions.
We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. As of December 31, 2023, we were not party to any commodity hedging agreements. Should recycled material commodity prices change by $10 per ton, we estimate that our annual operating income margin would change by approximately $1.0 million annually.
We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. As of December 31, 2024, we were not party to any commodity hedging agreements. Should recycled material commodity prices change by $10 per ton, we estimate that our annual operating income margin would change by approximately $0.5 million annually.
Our fuel costs were $48.6 million in fiscal year 2023, or 3.8% of revenue, compared to $48.3 million in fiscal year 2022, or 4.4% of revenue. Commodity Price Risk We market a variety of materials, including fibers such as old corrugated cardboard and old newsprint, plastics, glass, ferrous and aluminum metals.
Our fuel costs were $56.8 million in fiscal year 2024, or 3.6% of revenue, compared to $48.6 million in fiscal year 2023, or 3.8% of revenue. Commodity Price Risk We market a variety of materials, including fibers such as old corrugated cardboard and old newsprint, plastics, glass, ferrous and aluminum metals.
Based on our consumption levels in the last twelve months ended December 31, 2023, combined with our expected fuel consumption related to the GFL Acquisition, and after considering physically settled fuel contracts, we believe a $0.40 cent per gallon change in the price of diesel fuel would change our direct fuel costs by approximately $5.6 million per year.
Based on our consumption levels in the last twelve months ended December 31, 2024, combined with our expected fuel consumption related to recently closed acquisitions, and after considering physically settled fuel contracts, we believe a $0.40 cent per gallon change in the price of diesel fuel would change our direct fuel costs by approximately $6.2 million per year.
As of December 31, 2023, we have $285.3 million of fixed rate debt in addition to the $515.0 million fixed through our interest rate derivative agreements. We had interest rate risk relating to approximately $254.3 million of long-term debt as of December 31, 2023.
As of December 31, 2024, we have $348.2 million of fixed rate debt in addition to the $515.0 million fixed through our interest rate derivative agreements. We had interest rate risk relating to approximately $285.0 million of long-term debt as of December 31, 2024.
Based on participation rates as of December 31, 2023 and considering the GFL Acquisition, we believe a $0.40 cent per gallon change in the price of diesel fuel would change the energy component of the E&E Fee by approximately $5.3 million per year.
Based on participation rates as of December 31, 2024 and considering recently closed acquisitions, we believe a $0.40 cent per gallon change in the price of diesel fuel would change the energy component of the E&E Fee by approximately $5.5 million per year.
The weighted average interest rate on the variable rate portion of long-term debt was approximately 7.4% at December 31, 2023. Should the average interest rate on the variable rate portion of long-term debt change by 100 basis points, we estimate that our annual interest expense would change by up to approximately $2.5 million. 56 Table of Contents
The interest rate on the variable rate portion of long-term debt was approximately 6.0% at December 31, 2024. Should the average interest rate on the variable rate portion of long-term debt change by 100 basis points, we estimate that our annual interest expense would change by up to approximately $2.9 million. 56 Table of Contents
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(2) These agreements mature between February 2026 and June 2028 and state that we receive interest based on Term SOFR, restricted by a 0.0% floor, and pay interest at a weighted average rate of approximately 3.60%.

Other CWST 10-K year-over-year comparisons