Casella Waste Systems (CWST) grows Q1 2026 sales but stays in loss
Filing Impact
Filing Sentiment
Form Type
10-Q
Casella Waste Systems, Inc. reported Q1 2026 revenues of $457.3 million, up from $417.1 million a year earlier, driven by higher pricing, acquisitions and growth in both solid waste and Resource Solutions operations. Solid waste revenues rose 10% to $368.5 million, while Resource Solutions contributed $88.8 million.
The company posted a net loss of $5.5 million, or $(0.09) per share, compared with a $4.8 million loss, or $(0.08) per share, in Q1 2025, as higher operating, fuel, labor and acquisition-related costs offset revenue gains. Operating income improved modestly to $4.9 million.
Casella generated $62.3 million in net cash from operating activities, up from $50.1 million, while using $93.1 million for acquisitions and $50.0 million for capital expenditures. Total assets were $3.27 billion and stockholders’ equity was $1.57 billion at March 31, 2026, with total debt principal of about $1.16 billion.
Positive
- None.
Negative
- None.
Key Figures
Revenue: $457.3M
Net loss: $5.5M
Loss per share: $(0.09)
+5 more
8 metrics
Revenue
$457.3M
Three months ended March 31, 2026
Net loss
$5.5M
Three months ended March 31, 2026
Loss per share
$(0.09)
Basic and diluted EPS, Q1 2026
Operating cash flow
$62.3M
Net cash provided by operating activities, Q1 2026
Acquisition spending
$93.1M
Cash used in acquisitions, Q1 2026
Capital expenditures
$50.0M
Additions to property and equipment, Q1 2026
Total assets
$3.27B
Balance sheet at March 31, 2026
Debt principal
$1.16B
Total principal amount of debt at March 31, 2026
Key Terms
final capping, closure and post-closure costs, Industrial Revenue Bonds, cash flow hedges, accretion expense, +1 more
5 terms
final capping, closure and post-closure costs financial
"Accrued final capping, closure and post-closure costs include the current and non-current portion"
Industrial Revenue Bonds financial
"we had outstanding $273,500 aggregate principal amount of tax-exempt bonds ... (collectively, the “Industrial Revenue Bonds”)"
cash flow hedges financial
"We have designated these derivative instruments as highly effective cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
accretion expense financial
"Interest accretion on landfill and environmental remediation liabilities"
Accretion expense is the periodic accounting charge that reflects the increase in the recorded value of a future obligation as its payment date approaches, similar to how a snowball grows as you roll it downhill. For investors it matters because it lowers reported earnings without using cash, and signals that a company is recognizing the rising cost of an obligation (such as a discounted bond or a future cleanup liability) over time, affecting profit comparability and balance-sheet measures.
Resource Solutions operating segment financial
"We manage our resource renewal operations through the Resource Solutions operating segment"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 000-23211
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (802 ) 775-0325
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| (Nasdaq Global Select Market) | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of each of the registrant’s classes of common stock, as of April 15, 2026:
| Class A common stock, $0.01 par value per share: | ||||||||
| Class B common stock, $0.01 par value per share: | ||||||||
PART I.
ITEM 1. FINANCIAL STATEMENTS
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation and amortization of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
Restricted cash and assets | |||||||||||
| Cost method investments | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(in thousands, except for share and per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Current maturities of debt | $ | $ | |||||||||
| Current operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Accrued payroll and related expenses | |||||||||||
| Contract liabilities | |||||||||||
| Current accrued final capping, closure and post-closure costs | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Debt, less current portion | |||||||||||
| Operating lease liabilities, less current portion | |||||||||||
| Accrued final capping, closure and post-closure costs, less current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||
| STOCKHOLDERS' EQUITY: | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss, net of tax | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share data)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues | $ | $ | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of operations | |||||||||||||||||||||||
| General and administration | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
Expense from acquisition activities | |||||||||||||||||||||||
Organics facility closure charge | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other expense (income): | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | |||||||||||||||||||||
| Other income | ( | ( | |||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Loss before income taxes | ( | ( | |||||||||||||||||||||
| Benefit for income taxes | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
Basic and diluted loss per share attributable to common stockholders: | |||||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
Basic and diluted loss per common share | $ | ( | $ | ( | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE LOSS
(in thousands)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss), before tax: | |||||||||||||||||||||||
| Hedging activity: | |||||||||||||||||||||||
| Interest rate swap settlements | |||||||||||||||||||||||
Interest rate swap amounts reclassified into interest expense | ( | ( | |||||||||||||||||||||
| Unrealized gain (loss) resulting from changes in fair value of derivative instruments | ( | ||||||||||||||||||||||
| Other comprehensive income (loss), before tax | ( | ||||||||||||||||||||||
Income tax provision (benefit) related to items of other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
(in thousands)
| Casella Waste Systems, Inc. Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss, Net of Tax | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
Issuances of Class A common stock, net | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive loss: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | ( | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hedging activity | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Casella Waste Systems, Inc. Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income, Net of Tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of Class A common stock | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive loss: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | ( | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hedging activity | ( | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Cash Flows from Operating Activities: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest accretion on landfill and environmental remediation liabilities | |||||||||||||||||||||||
| Amortization of debt issuance costs | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Operating lease right-of-use assets expense | |||||||||||||||||||||||
Other items and charges, net | ( | ||||||||||||||||||||||
| Deferred income taxes | ( | ( | |||||||||||||||||||||
| Changes in assets and liabilities, net of effects of acquisitions and divestitures: | |||||||||||||||||||||||
| Accounts receivable | |||||||||||||||||||||||
| Landfill operating lease contract expenditures | ( | ||||||||||||||||||||||
| Accounts payable | ( | ( | |||||||||||||||||||||
| Prepaid expenses, inventories and other assets | |||||||||||||||||||||||
| Accrued expenses, contract liabilities and other liabilities | ( | ( | |||||||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||||||||
| Cash Flows from Investing Activities: | |||||||||||||||||||||||
| Acquisitions, net of cash acquired | ( | ( | |||||||||||||||||||||
Additions to property and equipment | ( | ( | |||||||||||||||||||||
| Proceeds from sale of property and equipment | |||||||||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||||||||
| Cash Flows from Financing Activities: | |||||||||||||||||||||||
| Proceeds from debt borrowings | |||||||||||||||||||||||
| Principal payments on debt | ( | ( | |||||||||||||||||||||
| Payments of debt issuance costs | ( | ||||||||||||||||||||||
| Net cash used in financing activities | ( | ( | |||||||||||||||||||||
| Net decrease in cash, cash equivalents and restricted cash, including non-current | ( | ( | |||||||||||||||||||||
Cash, cash equivalents and restricted cash, including non-current, beginning of period | |||||||||||||||||||||||
Cash, cash equivalents and restricted cash - non-current, end of period | $ | $ | |||||||||||||||||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||||||||||||||
| Cash paid during the period for: | |||||||||||||||||||||||
| Cash interest payments | $ | $ | |||||||||||||||||||||
Cash income tax (refunds) payments, net | $ | ( | $ | ||||||||||||||||||||
Supplemental Disclosure of Non-Cash Activities: | |||||||||||||||||||||||
Right-of-use assets obtained in exchange for finance lease obligations | $ | $ | |||||||||||||||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Casella Waste Systems, Inc. (“Parent”) and its subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company. We provide resource management expertise and services to residential, commercial, municipal, institutional and industrial customers, primarily in the areas of solid waste collection and disposal, transfer, recycling and organics services.
We provide integrated solid waste services with operating locations in eleven states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine, Pennsylvania, New Jersey, Delaware, Maryland and West Virginia, with our headquarters located in Rutland, Vermont. 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 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. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment.
The accompanying unaudited consolidated financial statements, which include the accounts of the Parent and our wholly-owned subsidiaries, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions are eliminated in consolidation. Investments in entities in which we do not have a controlling financial interest are accounted for under either the equity method or the cost method of accounting, as appropriate. Our significant accounting policies are more fully discussed in Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 20, 2026 (“2025 Form 10-K”).
Subsequent Events
We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of March 31, 2026 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. Except as disclosed, no material subsequent events have occurred since March 31, 2026 through the date of this filing that would require recognition or adjustments to our disclosures in our consolidated financial statements.
7
2. ACCOUNTING CHANGES
The following table provides a brief description of recent Accounting Standards Update’s (“ASU”) to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”) that are pending adoption as of March 31, 2026 and deemed to have a possible material impact on our consolidated financial statements based on current account balances and activity:
| Standard | Description | Effect on the Financial Statements or Other Significant Matters | ||||||||||||
| ASU No. 2024-03: Improvements to Income Statement - Expense Disaggregation Disclosures (Subtopic 220-40) | Requires entities to provide additional disclosure related to more detailed information about specific types of expenses contained in commonly presented expense captions on the statements of operations. | This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This guidance will be applied on a prospective basis with the option to apply the standard retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. | ||||||||||||
| ASU No. 2025-06: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) | Removes all references to prescriptive and sequential software development stages (referred to as “project stages”) and requires entities to start capitalizing software costs when management has authorized and committed to funding the software project, it is probable that the project will be completed and that the software will be used to perform the function intended. | This guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. This guidance will be applied on either a prospective, retrospective or modified transition basis. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. | ||||||||||||
ASU No. 2025-09: Derivatives and Hedging (Topic 815) | Clarifies certain aspects of the guidance on hedge accounting to more closely align hedge accounting with the economics of an entity’s risk management activities by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. Upon adoption of this guidance, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge. | This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. | ||||||||||||
3. REVENUE RECOGNITION
Revenues associated with our solid waste operations are derived mainly from solid waste (i) collection and (ii) disposal services, which include landfill and transfer station services, as well as (iii) transportation, (iv) landfill gas-to-energy and (v) processing services. Revenues associated with our resource renewal operations are derived from processing services and our National Accounts business.
The following tables set forth revenues disaggregated by service line and timing of revenue recognition by reportable operating segment for each of the three months ended March 31, 2026 and 2025:
8
Three Months Ended March 31, 2026
| Eastern | Western | Mid-Atlantic | Resource Solutions | Total Revenues | |||||||||||||||||||||||||
| Collection | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Landfill | |||||||||||||||||||||||||||||
| Transfer station | |||||||||||||||||||||||||||||
| Transportation | |||||||||||||||||||||||||||||
| Landfill gas-to-energy | |||||||||||||||||||||||||||||
| Processing | |||||||||||||||||||||||||||||
| National Accounts | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Transferred at a point-in-time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Transferred over time | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Three Months Ended March 31, 2025
| Eastern | Western | Mid-Atlantic | Resource Solutions (1) | Total Revenues | |||||||||||||||||||||||||
| Collection | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Landfill | |||||||||||||||||||||||||||||
| Transfer station | |||||||||||||||||||||||||||||
| Transportation | |||||||||||||||||||||||||||||
| Landfill gas-to-energy | |||||||||||||||||||||||||||||
| Processing | |||||||||||||||||||||||||||||
| National Accounts | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Transferred at a point-in-time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Transferred over time | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Payments to customers that are not in exchange for a distinct good or service are recorded as a reduction of revenues. Rebates to certain customers associated with payments for recycled or organic materials that are received and subsequently processed and sold to other third-parties amounted to $8,451 and $8,940 in the three months ended March 31, 2026 and March 31, 2025, respectively. Rebates are generally recorded as a reduction of revenues upon the sale of such materials, or upon receipt of the recycled materials at our facilities. We did no
Contract receivables, which are included in accounts receivable, net in our consolidated balance sheets, are recorded when billed or when related revenue is earned, if earlier, and represent claims against third-parties that will be settled in cash. Accounts receivable, net includes receivables from contracts of $179,359 and $181,616 as of March 31, 2026 and December 31, 2025, respectively. Certain customers are billed in advance and, accordingly, recognition of the related revenues for which payment has been received is deferred as a contract liability until the services are provided and control transferred to the customer. We recognized contract liabilities of $45,706 and $45,153 as of March 31, 2026 and December 31, 2025, respectively. Due to the short term nature of advanced billings, substantially all of the deferred revenue recognized as a contract liability as of December 31, 2025 and December 31, 2024 was recognized as revenue during the three months ended March 31, 2026 and March 31, 2025, respectively, when the services were performed.
9
4. BUSINESS COMBINATIONS
In April 2026 we completed three acquisitions using cash on hand as well as borrowings under our revolving credit facility (“Revolving Credit Facility”), including the purchase of all of the equity interests of Star Waste Systems Holdings, LLC and related entities, with operations in eastern Massachusetts, including the greater Boston area, and southern New Hampshire.
In the three months ended March 31, 2026, we expanded our geographic footprint in our Mid-Atlantic region by acquiring the assets of a business, which consists of collection operations in West Virginia and a transfer station operation in southwestern Pennsylvania. In the three months ended March 31, 2025, we acquired three businesses: two tuck-in collection operations in our Mid-Atlantic region and a tuck-in collection operation and recycling business whose assets and liabilities are allocated between our Eastern region and Resource Solutions operating segments.
The operating results of the businesses acquired prior to March 31, 2026 have been included in the accompanying unaudited consolidated statements of operations from each date of acquisition, and each purchase price has been allocated to the net assets acquired based on fair values at the date of each acquisition with the residual amounts recorded as goodwill.
Due to the integration of certain of these businesses within our existing market areas, it is not practicable to segregate the revenue and earnings of all of the acquired businesses since their respective acquisition dates.
Purchase price allocations are based on information existing at the acquisition dates or upon closing the transactions. Acquired intangible assets other than goodwill that are subject to amortization may include customer relationships, trade names and covenants not-to-compete. Such assets are amortized over a two-year to ten-year period from the date of acquisition.
Goodwill acquired is primarily associated with the value of acquired businesses, based on current and anticipated operating performance, in excess of the specific values allocated to other assets, new growth opportunities arising from the acquisitions, and expected synergies from combining the acquired businesses with our existing operations and implementing our operating strategies. Substantially all amounts recorded to goodwill associated with acquisitions completed in the three months ended March 31, 2026 are expected to be deductible for tax purposes.
Due to the uniformity of the businesses acquired, both operationally and tangibly through the nature of the assets acquired, and intangibly, through the acquisition of customer lists, covenants not-to-compete and trade names, we believe aggregated disclosure information is more relevant and useful to financial statement users than individualized disclosure of the separate acquisitions in accordance with FASB ASC 805 - Business Combinations.
See Note 11, Other Items and Charges for disclosure regarding expense from acquisition activity.
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A summary of the purchase price and the purchase price allocation for acquisitions follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Purchase Price: | |||||||||||
Cash used in acquisitions, net of cash acquired of $ | $ | $ | |||||||||
Settlements due from sellers | ( | ||||||||||
| $ | $ | ||||||||||
| Allocated as follows: | |||||||||||
Current assets (1) | $ | $ | |||||||||
Property and equipment: | |||||||||||
| Land | |||||||||||
| Buildings and improvements | |||||||||||
Machinery, equipment and other | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets: | |||||||||||
| Trade names | |||||||||||
| Covenants not-to-compete | |||||||||||
| Customer relationships | |||||||||||
| Current liabilities | ( | ( | |||||||||
| Operating lease liabilities, less current portion | ( | ||||||||||
| Fair value of assets acquired and liabilities assumed | |||||||||||
| Excess purchase price allocated to goodwill | $ | $ | |||||||||
(1)Includes contract receivables as of the date of the acquisitions in the three months ended March 31, 2026 and 2025, of $3,033 and $5,270 , respectively. Substantially all of the contractual amounts are expected to be collected.
Purchase price allocations for the three months ended March 31, 2026 are preliminary and subject to revision upon finalization of third-party valuations over each respective one-year measurement period. Accordingly, the purchase price allocations for the three months ended March 31, 2026 are subject to change. Amounts in the three months ended March 31, 2025 are preliminary as disclosed based on information existing at the acquisition dates or upon closing the transaction and have since been updated based upon the finalization of third-party valuations, including the value of certain tangible and intangible assets acquired. The initial accounting for transactions that closed subsequent to March 31, 2026, but before the financial statements are issued, remains incomplete upon issuance.
Unaudited pro forma combined information that shows our operational results prepared as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2025 is as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues | $ | $ | |||||||||||||||||||||
| Operating income | $ | $ | |||||||||||||||||||||
Net loss | $ | ( | $ | ( | |||||||||||||||||||
Basic and diluted loss per share attributable to common stockholders: | |||||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
Basic and diluted loss per common share | $ | ( | $ | ( | |||||||||||||||||||
The unaudited pro forma results set forth in the table above have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions occurred as of January 1, 2025 or of the results of our future operations. Furthermore, the unaudited pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions.
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5. GOODWILL AND INTANGIBLE ASSETS
A summary of the activity and balances related to goodwill by reportable operating segment is as follows:
| December 31, 2025 | Acquisitions | Business Combination Adjustments | March 31, 2026 | ||||||||||||||||||||||||||||||||||||||
| Eastern | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Western | |||||||||||||||||||||||||||||||||||||||||
| Mid-Atlantic | |||||||||||||||||||||||||||||||||||||||||
| Resource Solutions | |||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
Summaries of intangible assets by type follow:
| Covenants Not-to-Compete | Customer Relationships | Trade Names | Total | ||||||||||||||||||||
| Balance, March 31, 2026 | |||||||||||||||||||||||
Intangible assets | $ | $ | $ | $ | |||||||||||||||||||
| Less accumulated amortization | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Covenants Not-to-Compete | Customer Relationships | Trade Names | Total | ||||||||||||||||||||
| Balance, December 31, 2025 | |||||||||||||||||||||||
Intangible assets | $ | $ | $ | $ | |||||||||||||||||||
| Less accumulated amortization | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Intangible amortization expense was $18,376 and $19,466 during the three months ended March 31, 2026 and March 31, 2025, respectively.
Based on the amortizable intangible assets recorded in the consolidated balance sheets at March 31, 2026, intangible amortization expense for each of the next five fiscal years and thereafter is estimated as follows:
| Estimated Future Intangible Amortization Expense as of March 31, 2026 | |||||
| For the remainder of the fiscal year ending December 31, 2026 | $ | ||||
| Fiscal year ending December 31, 2027 | $ | ||||
| Fiscal year ending December 31, 2028 | $ | ||||
| Fiscal year ending December 31, 2029 | $ | ||||
| Fiscal year ending December 31, 2030 | $ | ||||
| Thereafter | $ | ||||
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6. ACCRUED FINAL CAPPING, CLOSURE AND POST-CLOSURE COSTS
The changes to accrued final capping, closure and post-closure liabilities are as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning balance | $ | $ | |||||||||
| Obligations incurred | |||||||||||
| Accretion expense | |||||||||||
Obligations settled (1) | ( | ( | |||||||||
| Ending balance | $ | $ | |||||||||
(1)May include amounts paid and amounts that are being processed through accounts payable as a part of our disbursement cycle.
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7. DEBT
A summary of debt is as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Senior Secured Credit Facility: | |||||||||||
Term loan A facility (“Term Loan Facility”) payable quarterly beginning in the fiscal year ended December 31, 2027 with balance due September 2029; bearing interest at | $ | $ | |||||||||
Revolving Credit Facility due September 2029; bearing interest at term secured overnight financing rate (“Term SOFR”) plus | |||||||||||
| Tax-Exempt Bonds: | |||||||||||
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 (“New York Bonds 2014R-1”) due December 2044 - fixed rate interest period bearing interest at | |||||||||||
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 (“New York Bonds 2014R-2”) due December 2044 - fixed rate interest period bearing interest at | |||||||||||
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020 (“New York Bonds 2020”) due September 2050 - fixed rate interest period bearing interest at | |||||||||||
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020R-2 (“New York Bonds 2020R-2”) due September 2050 - fixed rate interest period bearing interest at | |||||||||||
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-3 (“FAME Bonds 2015R-3”) due August 2035 - fixed rate interest period bearing interest at | |||||||||||
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2024 (“FAME Bonds 2024”) due December 2047 - fixed rate interest period bearing interest at | |||||||||||
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (“Vermont Bonds 2013”) due April 2036 - fixed rate interest period bearing interest at | |||||||||||
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2022A-1 (“Vermont Bonds 2022A-1”) due June 2052 - fixed rate interest period bearing interest at | |||||||||||
Vermont Economic Development Authority Solid Waste Disposal Revenue Bonds Series 2022A-2 (“Vermont Bonds 2022A-2”) due June 2052 - fixed rate interest period bearing interest at | |||||||||||
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 (“New Hampshire Bonds”) due April 2029 - fixed rate interest period bearing interest at | |||||||||||
| Other: | |||||||||||
Finance leases maturing through December 2107; bearing interest at a weighted average of | |||||||||||
| Notes payable with no stated interest rate maturing through September 2028 | |||||||||||
| Principal amount of debt | |||||||||||
| Less—unamortized debt issuance costs | |||||||||||
| Debt less unamortized debt issuance costs | |||||||||||
| Less—current maturities of debt | |||||||||||
| $ | $ | ||||||||||
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Credit Facility
In the fiscal year ended December 31, 2024 (”fiscal year 2024”), we entered into a second amended and restated credit agreement (“Credit Agreement”), which amended and restated in its entirety our amended and restated credit agreement (“Prior Credit Agreement”). The Credit Agreement provides for a $800,000 aggregate principal amount Term Loan Facility and a $700,000 Revolving Credit Facility, with a $155,000 sublimit for letters of credit (collectively, "Credit Facility"). A portion of the proceeds of the Credit Facility refinanced in full our term loans under the Prior Credit Agreement.
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. The Credit Facility has a 5-year term that matures in September 2029. The Credit Facility shall bear interest, at our election, at 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 | ||||||||||||||
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 0.200 % to 0.400 % per annum, plus a sustainability adjustment of up to positive or negative 1.0 basis point 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 0.250 % per annum. Interest under the Credit Agreement is subject to increase by 2.000 % per annum during the continuance of a payment default and may be subject to increase by 2.000 % per annum during the continuance of any other event of default. 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 March 31, 2026, further advances were available under the Revolving Credit Facility in the amount of $673,418 . The available amount is net of outstanding irrevocable letters of credit totaling $26,582 , and as of March 31, 2026 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. In addition to these 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. As of March 31, 2026, we were in compliance with the covenants contained in the Credit Agreement. 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. If we were unable to repay debt to our lenders or were 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.
15
Tax-Exempt Financings
Industrial revenue bonds are tax-exempt municipal debt securities issued by a government agency on our behalf and sold only to qualified institutional buyers. As of March 31, 2026, we had outstanding $273,500 aggregate principal amount of tax-exempt bonds issued by the states of New York, Vermont, Maine and New Hampshire (collectively, the “Industrial Revenue Bonds”), which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, and require interest payments semi-annually. The Industrial Revenue Bonds have fixed rate interest periods. At the end of each respective fixed rate interest period, the corresponding tax-exempt bond may be converted to a variable rate interest period or remarketed over a new fixed rate interest period. We borrowed the proceeds of the Industrial Revenue Bonds to finance or reimburse certain qualified capital projects and other costs in each respective state of issuance as defined in the related offering memorandum and indenture.
In the three months ended March 31, 2025, we completed the drawdown of $25,000 aggregate principal amount of Vermont Bonds 2022A-2, which bears a fixed interest rate of 4.375 % through May 2032 and repaid in full Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3, which matured in January 2025.
Cash, Cash Equivalents and Restricted Cash - Non-Current
Restricted cash is included with restricted assets in our consolidated balance sheets based on the nature of the underlying restriction. Our restricted cash included with restricted assets, classified as non-current assets as of December 31, 2025, was associated with legally restricted cash held in an escrow account due to the timing of the close of an acquisition.
Beginning of period and end of period cash, cash equivalents and restricted cash - non-current presented in the consolidated statements of cash flows is reconciled as follows:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||||||||||||||
Restricted cash - non-current | ||||||||||||||||||||||||||
Cash, cash equivalents and restricted cash - non-current | $ | $ | ||||||||||||||||||||||||
Cash Flow Hedges
Our strategy to reduce exposure to interest rate risk involves entering into interest rate derivative agreements to hedge against adverse movements in interest rates related to the variable rate portion of our long-term debt. We have designated these derivative instruments as highly effective cash flow hedges, and therefore the change in their fair value is recorded in stockholders’ equity as a component of accumulated other comprehensive loss, net of tax and included in interest expense at the same time as interest expense is affected by the hedged transactions. Differences paid or received over the life of the agreements are recorded as additions to or reductions of interest expense on the underlying debt and included in cash flows from operating activities.
As of both March 31, 2026 and December 31, 2025, we had $515,000 0.0 % floor, and pay interest at a weighted average rate of approximately 3.626 %.
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A summary of the effect of cash flow hedges related to derivative instruments on the consolidated balance sheets follows:
| Fair Value | |||||||||||||||||
| Balance Sheet Location | March 31, 2026 | December 31, 2025 | |||||||||||||||
| Interest rate swaps | Other current assets | $ | $ | ||||||||||||||
| Interest rate swaps | Other non-current assets | ||||||||||||||||
| $ | $ | ||||||||||||||||
| Interest rate swaps | Other accrued liabilities | $ | $ | ||||||||||||||
| Interest rate swaps | Other long-term liabilities | ||||||||||||||||
| $ | $ | ||||||||||||||||
| Interest rate swaps | Accumulated other comprehensive loss, net of tax | $ | ( | $ | ( | ||||||||||||
| Interest rate swaps - tax effect | Accumulated other comprehensive loss, net of tax | ||||||||||||||||
| $ | ( | $ | ( | ||||||||||||||
8. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
In the ordinary course of our business and as the result of the extensive governmental regulation of the solid waste industry, we are subject to various judicial and administrative proceedings involving state and local agencies. In these proceedings, an agency may seek to impose fines or to revoke or deny renewal of an operating permit held by us. From time to time, we may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills and transfer stations, or allegations of environmental damage or violations of the permits and licenses pursuant to which we operate. In addition, we may be named defendants in various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the ordinary operation of a waste management business. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions fall within various procedural stages at any point in time, and some are covered in part by insurance.
In accordance with FASB ASC 450 - Contingencies, we accrue for legal proceedings, inclusive of legal costs, when losses become probable and reasonably estimable. We have recorded an aggregate accrual, net of payments of $2,265 relating to our outstanding legal proceedings as of March 31, 2026 and it is at least reasonably possible that a change in estimate will occur in the near-term. As of the end of each applicable reporting period, we review each of our legal proceedings to determine whether it is probable, reasonably possible or remote that a liability has been incurred and, if it is at least reasonably possible, whether a range of loss can be reasonably estimated under the provisions of FASB ASC Subtopic 450-20. In instances where we determine that a loss is probable and we can reasonably estimate a range of loss we may incur with respect to such a matter, we record an accrual for the amount within the range that constitutes our best estimate of the possible loss. If we are able to reasonably estimate a range, but no amount within the range appears to be a better estimate than any other, we record an accrual in the amount that is the low end of such range. When a loss is reasonably possible, but not probable, we will not record an accrual, but we will disclose our estimate of the possible range of loss where such estimate can be made in accordance with FASB ASC 450-20. We disclose outstanding matters that we believe could have a material adverse effect on our financial condition, results of operations or cash flows.
North Country Environmental Services Letter of Deficiency
On June 14, 2024, our subsidiary, North Country Environmental Services, Inc. (“NCES”), received a Letter of Deficiency (the “Letter”) from the New Hampshire Department of Environmental Services (“NHDES”) concerning alleged violations related to leachate management and leachate data and reporting. The Letter required certain actions to correct the deficiencies on a prescribed timeline, and NCES has met the deadlines for information submission. On January 12, 2026, the New Hampshire Department of Justice and NCES entered into a Consent Decree resolving the alleged violations and requiring the payment of a $1,900 civil penalty, part of which may be offset through approved Supplemental Environmental Projects focused on stabilizing landfill debris impacting the Saco River, of which one such project has already been implemented. The Consent Decree is subject to court approval. The terms of the settlement allow for us to receive a credit towards the penalty for field work costs associated with a Supplemental Environmental Project. The accrual has been reduced to account for these sums that have already been paid.
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Granite State Landfill Solid Waste Permit Denial
On April 3, 2025, NHDES denied the October 31, 2023 application of our subsidiary, Granite State Landfill, LLC (“GSL”), for the development of new landfill capacity in New Hampshire. On April 8, 2025, GSL filed a Petition for Declaratory Judgment in the Merrimack Superior Court (“Court”) requesting that the Court find that NHDES’s denial of GSL’s application was unlawful (“Petition”). On May 9, 2025, NHDES filed an Answer to the Petition. On June 23, 2025, North Country Alliance for Balanced Change (“NCABC”) filed a Motion to Intervene, in response to which GSL filed an Objection on June 30, 2025. On July 1, 2025, a scheduling conference was held and the Court issued a Scheduling Order of the same date providing that the issues raised in the Petition appear to be a legal dispute that can be addressed by cross-motions for summary judgment, and requiring the parties to confer and submit briefing schedule proposals to the Court on or before July 18, 2025. A Joint Proposed Briefing Schedule was filed by the parties on July 17, 2025. NCABC filed a reply to GSL’s Objection to NCABC’s Motion to Intervene on July 25, 2025. On August 5, 2025, the Court issued an order granting NCABC’s Motion to Intervene. GSL timely moved for reconsideration of that order, which was denied on September 2, 2025. GSL then filed a Motion for an Interlocutory Appeal on September 12, 2025, to challenge NCABC’s standing to intervene. NCABC objected to the Motion for an Interlocutory Appeal on September 22, 2025. On September 15, 2025, GSL and NHDES filed cross-motions for summary judgment. NCABC joined in NHDES’s motion. GSL’s and NHDES’s objections to the cross-motions for summary judgment were submitted October 15, 2025. A hearing on the motions for summary judgment originally scheduled for February 26, 2026 has yet to be rescheduled.
On May 5, 2025, GSL and NCABC each filed a Notice of Appeal of NHDES’s denial of GSL’s application with the New Hampshire Waste Management Council (“GSL Appeal” and “NCABC Appeal”, respectively). On May 9, 2025, GSL filed a partially assented to Motion to Intervene in the NCABC Appeal, followed by a Motion to Dismiss the NCABC Appeal on June 27, 2025. NHDES filed a Motion to Dismiss the NCABC Appeal on July 17, 2025. NCABC filed an Objection to GSL’s Motion to Dismiss on July 24, 2025 and to NHDES’s Motion to Dismiss on July 28, 2025. On August 8, 2025, NCABC filed a Motion to Intervene in the GSL Appeal which will depend on the success or failure of GSL’s Motion to Dismiss the NCABC Appeal. On February 23, 2026, the Waste Management Council issued an Order declining to accept the NCABC Appeal. In response, NCABC submitted a Motion for Rehearing and Clarification along with a Revised Petition for Appeal, both dated March 16, 2026. The Waste Management Council subsequently denied NCABC’s Motion for Rehearing by Order dated March 27, 2026. The Waste Management Council held a prehearing conference for this matter on April 15, 2026, at which time NCABC’s Motion to Intervene was argued, and a deadline was set for NHDES to file additional motions concerning the GSL Appeal. NCABC’s Motion to Intervene remains under consideration. As of March 31, 2026, we had $13,480 of capitalized project development costs related to the GSL landfill project included in other non-current assets.
Juniper Ridge Landfill Public Benefit Determination Remand on Appeal
On January 7, 2026, the Penobscot Superior Court (“Superior Court”) issued a decision in the matter of Penobscot Nation & Conservation Law Foundation (“Petitioners”) v. Maine Department of Environmental Protection (“Department”), with Casella subsidiary, NEWSME Landfill Operations, LLC as Party‑in‑Interest, addressing the Petitioners’ challenge to the Department’s public benefit determination for the proposed expansion of the Subtitle D landfill located in West Old Town, Maine (“Juniper Ridge Landfill”) that we operate. The Superior Court granted Petitioners’ motion for judicial notice and found that the Department failed to make necessary factual findings regarding both the need for on‑site sludge‑drying and the cumulative environmental burdens borne by the Penobscot Nation. The Superior Court remanded the matter for the Department to make additional findings on these issues. The Department made additional findings in a revised public benefit determination submitted by the Department to the Superior Court on March 23, 2026. The matter remains pending before the Superior Court.
Environmental Remediation Liabilities
We are subject to liability for environmental damage, including personal injury and property damage, that our solid waste, recycling and power generation facilities may cause to neighboring property owners, particularly as the result of the contamination of drinking water sources or soil, possibly including damage resulting from conditions that existed before we acquired the facilities. We may also be subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if we or our predecessors arrange or arranged to transport, treat or dispose of those materials.
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We accrue for costs associated with environmental remediation obligations when such costs become both probable and reasonably estimable. Determining the method and ultimate cost of remediation requires that a number of assumptions be made. There can sometimes be a range of reasonable estimates of the costs associated with remediation of a site. In these cases, we use the amount within the range that constitutes our best estimate. In the early stages of the remediation process, particular components of the overall liability may not be reasonably estimable; in this instance we use the components of the liability that can be reasonably estimated as a surrogate for the liability. It is reasonably possible that we will need to adjust the liabilities recorded for remediation to reflect the effects of new or additional information, to the extent such information impacts the costs, timing or duration of the required actions, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows. We disclose outstanding environmental remediation matters that remain unsettled or are settled in the reporting period that we believe could have a material adverse effect on our financial condition, results of operations or cash flows.
We inflate the estimated costs in current dollars to the expected time of payment and discount the total cost to present value using a risk-free interest rate when the amount and timing of cash payments for the liability are fixed or reliably determinable. The weighted-average risk-free interest rate associated with our environmental remediation liabilities as of March 31, 2026 was approximately 1.8 %.
A summary of the changes to the aggregate environmental remediation liabilities for the three months ended March 31, 2026 and 2025 follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning balance | $ | $ | |||||||||
| Accretion expense | |||||||||||
Obligations settled (1) | ( | ( | |||||||||
| Ending balance | |||||||||||
| $ | $ | ||||||||||
(1)May include amounts that are being processed through accounts payable as a part of our disbursement cycle.
9. STOCKHOLDERS' EQUITY
Stock Based Compensation
Shares Available For Issuance
In fiscal year 2024, our stockholders approved the amendment and restatement of our 2016 Incentive Plan (“Amended 2016 Plan”). Under the Amended 2016 Plan, we may grant awards up to an aggregate amount of shares equal to the sum of: (A) 4,000 shares of Class A common stock (subject to adjustment in the event of stock splits and other similar events) which is comprised of: (i) 1,750 shares of Class A common stock reserved for the issuance in connection with the Amended 2016 Plan, plus (ii) 2,250 shares of Class A common stock originally reserved for issuance under the 2016 Incentive Plan; plus (B) such additional number of shares of Class A common stock (up to approximately 2,723 shares) as is equal to the sum of the number of shares of Class A common stock that remained available for grant under the 2006 Stock Incentive Plan (“2006 Plan”) immediately prior to the expiration of the 2006 Plan and the number of shares of Class A common stock subject to awards granted under the 2006 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us. As of March 31, 2026, there were 1,857 Class A common stock equivalents available for future grant under the Amended 2016 Plan.
Stock Options
Stock options are granted at a price equal to the prevailing fair value of our Class A common stock at the date of grant. Generally, stock options granted have a term not to exceed ten years and vest over a one-year to five-year period from the date of grant.
The fair value of each stock option granted is estimated using a Black-Scholes option-pricing model, which uses a risk-free interest rate, based on the U.S. Treasury yield curve for the period of the expected life of the stock option; and requires extensive use of accounting judgment and financial estimation, including estimates of: the expected term, calculated based on the weighted averaged historical life of vested stock options, giving consideration to vesting schedules and historical exercise patterns; and the expected volatility, calculated using the weekly historical volatility of our Class A common stock over the expected life of the stock option.
19
A summary of stock option activity follows:
| Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding, December 31, 2025 | $ | ||||||||||||||||||||||
| Granted | $ | ||||||||||||||||||||||
| Exercised | $ | ||||||||||||||||||||||
| Forfeited | $ | ||||||||||||||||||||||
| Outstanding, March 31, 2026 | $ | $ | |||||||||||||||||||||
| Exercisable, March 31, 2026 | $ | $ | |||||||||||||||||||||
Stock-based compensation expense related to stock options was $133 during the three months ended March 31, 2026, as compared to $133 during the three months ended March 31, 2025. As of March 31, 2026, we had $855 of unrecognized stock-based compensation expense related to outstanding stock options to be recognized over a weighted average period of 1.7 years.
During the three months ended March 31, 2026, the aggregate intrinsic value of stock options exercised was zero dollars.
Other Stock Awards
Restricted stock awards, restricted stock units and performance stock units, with the exception of market-based performance stock units, are granted at a price equal to the fair value of our Class A common stock at the date of grant. The fair value of each market-based performance stock unit is estimated using a Monte Carlo pricing model, which requires extensive use of accounting judgment and financial estimation, including the estimated share price appreciation plus, if applicable, the value of dividends of our Class A common stock as compared to the Russell 2000 Index over the requisite service period.
Typically, restricted stock awards granted to non-employee directors vest incrementally over a three-year period beginning on the first anniversary of the date of grant. Restricted stock units granted to non-employee directors vest in full on the first anniversary of the grant date. Restricted stock units granted to employees vest incrementally over an identified service period, typically three years , beginning on the grant date based on continued employment. Performance stock units granted to employees, including market-based performance stock units, vest at a future date following the grant date and are based on the attainment of performance targets and market achievements, as applicable.
A summary of restricted stock award, restricted stock unit and performance stock unit activity follows:
| Restricted Stock Awards, Restricted Stock Units, and Performance Stock Units (1) | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding, December 31, 2025 | $ | ||||||||||||||||||||||
| Granted | $ | ||||||||||||||||||||||
| Class A Common Stock Vested | ( | $ | |||||||||||||||||||||
| Forfeited | ( | $ | |||||||||||||||||||||
| Outstanding, March 31, 2026 | $ | $ | |||||||||||||||||||||
| Unvested, March 31, 2026 | $ | $ | |||||||||||||||||||||
(1)Performance stock unit grants, including market-based performance stock units, are included at the 100 % attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 237 shares of Class A common stock currently included in unvested.
Stock-based compensation expense related to restricted stock awards, restricted stock units and performance stock units was $2,494 during the three months ended March 31, 2026, as compared to $4,609 during the three months ended March 31, 2025.
During the three months ended March 31, 2026, the total fair value of other stock awards vested was $3,724 .
As of March 31, 2026, total unrecognized stock-based compensation expense related to outstanding restricted stock units was $10,469 , which is to be recognized over a weighted average period of 2.3 years. As of March 31, 2026, total expected unrecognized stock-based compensation expense related to outstanding performance stock units was $14,704 , which is to be recognized over a weighted average period of 2.1 years.
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The weighted average fair value of market-based performance stock units granted during the three months ended March 31, 2026 was $98.60 per award, which was calculated using a Monte Carlo pricing model assuming a risk-free interest rate of 3.72 % and an expected volatility of 25.6 % assuming no expected dividend yield. Risk-free interest rate is based on the U.S. Treasury yield curve for the expected service period of the award. Expected volatility is calculated using the daily volatility of our Class A common stock over the expected service period of the award.
The Monte Carlo pricing model requires extensive use of accounting judgment and financial estimation. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the consolidated statements of operations.
We also recorded $239 of stock-based compensation expense related to the Second Amended and Restated 1997 Employee Stock Purchase Plan during the three months ended March 31, 2026, as compared to $169 during the three months ended March 31, 2025.
Accumulated Other Comprehensive Loss, Net of Tax
A summary of the changes in the balances of each component of accumulated other comprehensive loss, net of tax follows:
| Interest Rate Swaps | |||||||||||
| Balance, December 31, 2025 | $ | ( | |||||||||
Other comprehensive income before reclassifications | |||||||||||
Interest rate swap amounts reclassified into interest expense | ( | ||||||||||
Income tax provision related to items of other comprehensive loss | ( | ||||||||||
Other comprehensive income, net of tax | |||||||||||
| Balance, March 31, 2026 | $ | ( | |||||||||
A summary of reclassifications out of accumulated other comprehensive (loss) income, net of tax into earnings follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive (Loss) Income, Net of Tax | Amounts Reclassified Out of Accumulated Other Comprehensive (Loss) Income, Net of Tax | Affected Line Item in the Consolidated Statements of Operations | ||||||||||||||||||||||||||||||
| Interest rate swaps | $ | ( | $ | ( | Interest expense | |||||||||||||||||||||||||||
Loss before income taxes | ||||||||||||||||||||||||||||||||
Benefit for income taxes | ||||||||||||||||||||||||||||||||
| $ | $ | Net loss | ||||||||||||||||||||||||||||||
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10. LOSS PER SHARE
Basic loss per share attributable to common stockholders is computed by dividing net loss by the weighted average common shares outstanding during the period. Diluted earnings per share is calculated based on the combined weighted average number of common shares and potentially dilutive shares, which include the assumed exercise of employee stock options, unvested restricted stock awards, unvested restricted stock units and unvested performance stock units, including market-based performance units based on the expected achievement of performance targets. In computing diluted earnings per share, we utilize the treasury stock method.
A summary of the numerator and denominators used in the computation of loss per share attributable to common stockholders follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Denominators: | |||||||||||||||||||||||
| Number of shares outstanding, end of period: | |||||||||||||||||||||||
| Class A common stock | |||||||||||||||||||||||
| Class B common stock | |||||||||||||||||||||||
Effect of weighted average shares outstanding | ( | ( | |||||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Impact of potentially dilutive securities: | |||||||||||||||||||||||
| Dilutive effect of stock options and other stock awards | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Anti-dilutive potentially issuable shares | |||||||||||||||||||||||
11. OTHER ITEMS AND CHARGES
Expense from Acquisition Activities
In the three months ended March 31, 2026 and March 31, 2025, we recorded charges of $6,509 and $5,529 , respectively, comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses.
Organics Facility Closure Charge
In the three months ended December 31, 2025, we recorded a charge related to us ceasing operations of an organic residuals composting facility that we own in Maine related to a change in state law prohibiting land application of biosolids based recycled products. In the three months ended March 31, 2026, we recorded $927 of other costs as incurred associated with winding down the facility, and expect to incur additional costs related to ceasing operations at the facility.
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data.
We use valuation techniques that maximize the use of market prices and observable inputs and minimize the use of unobservable inputs. In measuring the fair value of our financial assets and liabilities, we rely on market data or assumptions that we believe market participants would use in pricing an asset or a liability.
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Assets and Liabilities Accounted for at Fair Value
Our financial instruments include cash, cash equivalents and non-current restricted cash, accounts receivable, restricted investment securities held in trust on deposit with various banks as collateral for our obligations relative to our landfill final capping, closure and post-closure costs, interest rate derivatives, trade payables and debt. The carrying values of cash, cash equivalents and non-current restricted cash, accounts receivable and trade payables approximate their respective fair values due to their short-term nature. The fair value of restricted investment securities held in trust, which are valued using quoted market prices, are included as restricted assets in the Level 1 tier below. The fair value of the interest rate derivatives included in the Level 2 tier below is calculated using discounted cash flow valuation methodologies based upon Term SOFR yield curves that are observable at commonly quoted intervals for the full term of the swaps. We recognize all derivatives accounted for on the consolidated balance sheets at fair value.
Recurring Fair Value Measurements
Summaries of our financial assets and liabilities that are measured at fair value on a recurring basis follow:
| Fair Value Measurement at March 31, 2026 Using: | |||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||
| Assets: | |||||||||||||||||
| Restricted investment securities - landfill closure | $ | $ | $ | ||||||||||||||
| $ | $ | $ | |||||||||||||||
| Liabilities: | |||||||||||||||||
| Interest rate swaps | $ | $ | $ | ||||||||||||||
| Fair Value Measurement at December 31, 2025 Using: | |||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||
| Assets: | |||||||||||||||||
| Restricted investment securities - landfill closure | $ | $ | $ | ||||||||||||||
| $ | $ | $ | |||||||||||||||
| Liabilities: | |||||||||||||||||
| Interest rate swaps | $ | $ | $ | ||||||||||||||
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Fair Value of Debt
As of March 31, 2026, the carrying value of our Term Loan Facility was $800,000 and the carrying value of our Revolving Credit Facility was zero dollars. Their fair values are based on current borrowing rates for similar types of borrowing arrangements, or Level 2 inputs, and approximate their carrying values.
As of March 31, 2026, the fair value of the Industrial Revenue Bonds was approximately $278,508 and the carrying value was $273,500 . The fair value of the Industrial Revenue Bonds is considered to be Level 2 within the fair value hierarchy as the fair value is determined using market approach pricing provided by a third-party that utilizes pricing models and pricing systems, mathematical tools and judgment to determine the evaluated price for the security based on the market information of each of the bonds or securities with similar characteristics.
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13. 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 three
Our Resource Solutions operating segment 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. Revenues associated with our Resource Solutions operations are comprised of processing services and our National Accounts business. Revenues from processing services are derived from customers in the form of processing fees, tipping fees, commodity sales, and organic material related brokerage services and sales. 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. 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.
For comparative purposes, summarized financial information by segment reported in the three months ended March 31, 2025 has been updated in the table below as we have voluntarily corrected certain amounts related to an immaterial error in previously issued segment footnote disclosure by reclassifying certain intercompany amounts from contra-revenue recorded in our Eastern and Western regions to costs of operations for those same regions, with no impact on any measure of segment operating income (loss) or our consolidated balance sheet, earnings, or cash flows.
See Note 5, Goodwill and Intangible Assets for the breakout of goodwill by reportable operating segment.
The accounting policies of our reportable operating segments are the same as those described in Item 8. “Financial Statements and Supplementary Data” of our 2025 Form 10-K. Our President and Chief Executive Officer is our chief operating decision maker (“CODM”). Our CODM uses operating income in evaluating reportable operating segment performance in order to properly allocate resources and make key operating decisions. Intercompany revenues and expenses are eliminated in the computation of consolidated gross revenues and operating income.
The CODM uses operating income for each reportable operating segment in the annual budget and forecasting process and considers budget-to-actual and forecast-to-actual variances on a monthly basis when making decisions about the allocation of operating and capital resources to each reportable operating segment.
Summarized financial information concerning our reportable segments for the three months ended March 31, 2026 and 2025 follows:
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Three Months Ended March 31, 2026
| Eastern | Western | Mid-Atlantic | Solid Waste Subtotal | Resource Solutions | Corporate Entities | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||||||||||
Third-party revenues | $ | $ | $ | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||||||||||||||||||||
Intercompany revenues | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
Gross revenues | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| General and administration | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Expense from acquisition activities | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Organics facility closure charge | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | $ | $ | ( | $ | — | ||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other income | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Loss before income taxes | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense, net | $ | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2025
| Eastern | Western | Mid-Atlantic | Solid Waste Subtotal | Resource Solutions | Corporate Entities | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||||||||
Third-party revenues | $ | $ | $ | $ | $ | $ | — | $ | — | $ | |||||||||||||||||||||||||||||||||||||
Intercompany revenues | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
Gross revenues | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| General and administration | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | — | ||||||||||||||||||||||||||||||||||||||||||||||
Expense from acquisition activities | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | $ | $ | ( | $ | — | |||||||||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||||||||||||||
Other income | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Loss before income taxes | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
Interest expense, net | $ | $ | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||||||||||||
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A summary of our revenues attributable to services provided follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Collection | $ | $ | |||||||||||||||||||||
Disposal (1) | |||||||||||||||||||||||
Transportation (1) | |||||||||||||||||||||||
| Landfill gas-to-energy | |||||||||||||||||||||||
| Processing | |||||||||||||||||||||||
| Solid waste | |||||||||||||||||||||||
Processing (2) | |||||||||||||||||||||||
National Accounts (2) | |||||||||||||||||||||||
| Resource Solutions | |||||||||||||||||||||||
| Total revenues | $ | $ | |||||||||||||||||||||
(1)In the three months ended March 31, 2026, we revised the presentation of our service lines to remove the transportation service line from the disposal caption and present it separately. Disposal now consists of the landfill and transfer station service lines. Prior period information has been updated to conform to the current period presentation.
(2)In the three months ended March 31, 2026, we realigned a business unit related to organic materials brokerage operations within our Resource Solutions operating segment from the National Accounts service line to the processing service line. Certain prior period amounts have been reclassified between service lines to conform to the current period presentation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included under Item 1. “Financial Statements”. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“fiscal year 2025”) filed with the Securities and Exchange Commission on February 20, 2026 (“2025 Form 10-K”).
This Quarterly Report on Form 10-Q and, in particular, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, may contain or incorporate a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding:
•our ability to consummate business acquisitions or divestitures, integrate acquired businesses and operations and achieve the expected benefits, including the expected annualized revenues from such acquired businesses and operations;
•our ability to achieve the key strategies of our long-term strategic plan;
•the projected development of additional disposal capacity or expectations regarding permits for existing capacity;
•the outcome of any legal or regulatory matter;
•expected liquidity and financing plans;
•expected future revenues, operations, expenditures and cash needs;
•whether our pricing programs and operational initiatives will outpace higher operating and construction costs from inflation and regulatory changes;
•severe weather conditions, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations;
•projected future obligations related to final capping, closure and post-closure costs of our existing landfills and any disposal facilities which we may own or operate in the future;
•our ability to use our net operating losses and tax positions;
•our ability to service our debt obligations;
•the recoverability or impairment of any of our assets or goodwill;
•estimates of the potential markets for our products and services, including the anticipated drivers for future growth;
•sales and marketing plans or price and volume assumptions;
•projected improvements to our infrastructure and the impact of such improvements on our business and operations; and
•general economic factors, such as ongoing or potential geopolitical conflict, pandemics, recessions, or similar national or global events, and general macroeconomic conditions, including, among other things, consumer confidence, global supply chain disruptions, inflation, labor supply, fuel prices, tariffs, fluctuations in recycling commodity pricing, interest rates and access to capital markets, that generally are not within our control, and our exposure to credit and counterparty risk.
In addition, any statements contained in or incorporated by reference into this report that are not statements of historical fact should be considered forward-looking statements. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates”, “projects” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate, as well as management’s beliefs and assumptions, and should be read in conjunction with our consolidated financial statements and notes thereto. These forward-looking statements are not guarantees of future performance, circumstances or events. The occurrence of the events described and the achievement of the expected results depends on many events, some or all of which are not predictable or within our control. Actual results may differ materially from those set forth in the forward-looking statements.
There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, without limitation, those detailed in Item 1A. “Risk Factors” in our 2025 Form 10-K.
There may be additional risks that we are not presently aware of or that we currently believe are immaterial, which could have an adverse impact on our business. We explicitly disclaim any obligation to update any forward-looking statements whether as the result of new information, future events or otherwise, except as otherwise required by law.
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Company Overview
Casella Waste Systems, Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company. We provide resource management expertise and services to residential, commercial, municipal, institutional and industrial customers, primarily in the areas of solid waste collection and disposal, transfer, recycling and organics services.
We provide integrated solid waste services with operating locations in eleven states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine, Pennsylvania, Delaware, New Jersey, Maryland and West Virginia, with our headquarters located in Rutland, Vermont. 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 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. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment.
As of April 15, 2026, we owned and/or operated 88 solid waste collection operations, 74 transfer stations, 34 recycling facilities, eight Subtitle D landfills, two landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition (“C&D”) materials. We also housed two landfill gas-to-energy facilities and four renewable natural gas (“RNG”), which are owned and operated by third parties, at landfills we owned and/or operated.
Results of Operations
Recent Events
Acquisitions
Subsequent to March 31, 2026, we completed three acquisitions using cash on hand as well as borrowings under our revolving credit facility (“Revolving Credit Facility”), including the purchase of all of the equity interests of Star Waste Systems Holdings, LLC and related entities, with operations in eastern Massachusetts, including the greater Boston area, and southern New Hampshire.
Revenues
We manage our solid waste operations, which include a full range of solid waste services, on a geographic basis through three regional operating segments, which we designate as the Eastern, Western and Mid-Atlantic regions. Revenues associated with our solid waste operations are derived mainly from fees charged to customers for services related to (i) collection (ii) disposal, which includes landfill and transfer station services, (iii) transportation, (iv) landfill gas-to-energy and (v) processing in the eastern United States. We derive a substantial portion of our collection revenues from commercial, industrial and municipal services that are generally performed under service agreements or pursuant to contracts with municipalities. The majority of our residential collection services are performed on a subscription basis with individual property owners or occupants. Landfill and transfer customers are charged a tipping fee on a per ton basis for disposing of their solid waste at our disposal facilities and transfer stations. We also generate and sell electricity, electricity capacity and renewable energy credits, along with the rights to generation and sale of RNG and related tax credits at certain of our landfill facilities.
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. Revenues associated with our Resource Solutions operations includes processing services and services provided by our National Accounts business. Revenues from processing services are derived from customers in the form of processing fees, tipping fees, commodity sales, and organic material related brokerage services and sales. 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.
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The table below shows revenues attributable to services provided (dollars in millions and as a percentage of total revenues) for the following periods:
| Three Months Ended March 31, | $ Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Collection | $ | 309.7 | 67.7 | % | $ | 276.5 | 66.3 | % | $ | 33.2 | |||||||||||||||||||||||||||||||||||||||||||||||||
Disposal (1) | 49.5 | 10.8 | % | 48.5 | 11.6 | % | 1.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Transportation (1) | 4.6 | 1.0 | % | 5.2 | 1.3 | % | (0.6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Landfill gas-to-energy | 2.9 | 0.6 | % | 2.8 | 0.7 | % | 0.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Processing | 1.8 | 0.5 | % | 1.9 | 0.4 | % | (0.1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Solid waste operations | 368.5 | 80.6 | % | 334.9 | 80.3 | % | 33.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Processing (2) | 43.3 | 9.5 | % | 44.5 | 10.7 | % | (1.2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
National Accounts (2) | 45.5 | 9.9 | % | 37.7 | 9.0 | % | 7.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Resource Solutions operations | 88.8 | 19.4 | % | 82.2 | 19.7 | % | 6.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 457.3 | 100.0 | % | $ | 417.1 | 100.0 | % | $ | 40.2 | |||||||||||||||||||||||||||||||||||||||||||||||||
(1)In the three months ended March 31, 2026, we revised the presentation of our service lines to remove the transportation service line from the disposal caption and present it separately. Disposal now consists of the landfill and transfer station service lines. Prior period information has been updated to conform to the current period presentation.
(2)In the three months ended March 31, 2026, we realigned a business unit related to organic materials brokerage operations within our Resource Solutions operating segment from the National Accounts service line to the processing service line. Certain prior period amounts have been reclassified between such service lines to conform to the current period presentation.
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 the Three Months Ended March 31, 2026 vs. 2025 | |||||||||||||||||||||||
| Amount | % Growth | ||||||||||||||||||||||
| Price | $ | 17.0 | 5.1 | % | |||||||||||||||||||
Volume | (8.5) | (2.5) | % | ||||||||||||||||||||
| Intercompany transfers to National Accounts | (1.6) | (0.5) | % | ||||||||||||||||||||
| Surcharges and other fees | 3.2 | 0.9 | % | ||||||||||||||||||||
| Commodity price and volume | 0.2 | — | % | ||||||||||||||||||||
| Acquisitions | 23.3 | 7.0 | % | ||||||||||||||||||||
| Solid waste revenues | $ | 33.6 | 10.0 | % | |||||||||||||||||||
The most significant items impacting the change in our solid waste revenues during the three months ended March 31, 2026 as compared to the prior year period, are summarized below:
•Price increased solid waste revenues, including higher collection pricing of $14.7 million, or 5.3% as a percentage of collection revenues, and higher disposal pricing of $2.3 million, or 4.7% as a percentage of disposal revenues.
•Volume decreased solid waste revenues, driven by lower collection volumes of $(5.8) million, or (2.1)% as a percentage of collection revenues, and lower disposal volumes of $(1.8) million, or (3.8)% as a percentage of disposal revenues, primarily related to transfer stations and to a lesser extent landfills.
•Surcharges and other fees increased solid waste revenues, due to higher energy and environmental fee (“E&E Fee(s)”) revenues associated with our fuel cost recovery program related to higher diesel fuel prices and higher sustainability recycling adjustment fee (“SRA Fee(s)”) revenues from lower recycled commodity prices as compared to the prior year period, combined with higher participation levels in our fee programs.
•Acquisitions increased solid waste revenues due to the impact of the acquisition completed in the three months ended March 31, 2026, as well as the rollover impact of acquisitions completed in fiscal year 2025, due to the timing of when the acquisitions were completed.
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Resource Solutions revenues
See “Segment Reporting” below for discussion over the period-to-period change in Resource Solutions revenues.
Operating Expenses
A summary of cost of operations, general and administration expense, and depreciation and amortization expense is as follows (dollars in millions and as a percentage of total revenues):
| Three Months Ended March 31, | $ Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations | $ | 308.9 | 67.6 | % | $ | 280.5 | 67.2 | % | $ | 28.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| General and administration | $ | 58.1 | 12.7 | % | $ | 56.5 | 13.5 | % | $ | 1.6 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 78.0 | 17.1 | % | $ | 71.5 | 17.1 | % | $ | 6.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
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.
A summary of the major components of our cost of operations is as follows (dollars in millions and as a percentage of total revenues):
| Three Months Ended March 31, | $ Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Direct costs | $ | 100.4 | 22.0 | % | $ | 91.6 | 22.0 | % | $ | 8.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Direct labor costs | 77.5 | 17.0 | % | 67.8 | 16.3 | % | 9.7 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Direct operational costs | 30.0 | 6.6 | % | 29.7 | 7.1 | % | 0.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fuel costs | 19.3 | 4.2 | % | 15.8 | 3.8 | % | 3.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Maintenance and repair costs | 41.9 | 9.1 | % | 40.1 | 9.5 | % | 1.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other operational costs | 39.8 | 8.7 | % | 35.5 | 8.5 | % | 4.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total cost of operations | $ | 308.9 | 67.6 | % | $ | 280.5 | 67.2 | % | $ | 28.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
The most significant items impacting the change in our cost of operations during the three months ended March 31, 2026, as compared to the prior year period, are summarized below:
•Direct costs increased in aggregate dollars primarily due to acquisitions and higher third-party disposal rates.
•Direct labor costs increased primarily due to acquisitions and higher wage and benefit rates.
•Direct operational costs were mostly flat in aggregate dollars and decreased as a percentage of revenues primarily due to (i) lower short term rental expenses, (ii) the ceasing of operations in the three months ended December 31, 2025 of an organic residuals composting facility in Maine resulting in lower direct operational costs and (iii) the prior year period including legal penalties associated with leachate management at a landfill we own in our Eastern region; offset by (a) acquisitions, (b) higher expenses related to insurance claims, (c) higher landfill operating lease amortization related to higher landfill tonnages at a landfill we lease in our Western region, (d) higher accretion expense associated with changes in the timing and cost estimates of our capping, closure and post-closure obligations and (e) general cost inflation. See Note 8, Commitments and Contingencies and Note 11, Other Items and Charges to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the legal penalties and the organics facility ceasing operations, respectively.
•Fuel costs increased due to acquisitions and higher average diesel fuel prices. See Item 3. “Quantitative and Qualitative Disclosures about Market Risk” of this Quarterly Report on Form 10-Q for additional information regarding our fuel costs.
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•Maintenance and repair costs increased in aggregate dollars due to acquisitions and higher personnel related costs; partially offset by lower expenses for parts and short term rentals.
•Other operational costs increased due to (i) acquisitions, (ii) higher spending associated with supporting business growth, including personnel related costs and (iii) general cost inflation; partially offset by lower short term rental costs.
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.
A summary of the major components of our general and administration expense (dollars in millions and as a percentage of total revenues) is as follows:
| Three Months Ended March 31, | $ Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Labor costs | $ | 38.8 | 8.5 | % | $ | 39.5 | 9.5 | % | $ | (0.7) | |||||||||||||||||||||||||||||||||||||||||||||||||
Professional service fees | 2.7 | 0.6 | % | 3.3 | 0.8 | % | (0.6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Provision (recoveries) for expected credit losses | 1.1 | 0.2 | % | (0.1) | — | % | 1.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | 15.5 | 3.4 | % | 13.8 | 3.2 | % | 1.7 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total general and administration expense | $ | 58.1 | 12.7 | % | $ | 56.5 | 13.5 | % | $ | 1.6 | |||||||||||||||||||||||||||||||||||||||||||||||||
These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
General and administration expense increased in aggregate dollars while decreasing as a percentage of revenues in the three months ended March 31, 2026 as compared to the prior year period, primarily due to (i) acquisition activity, including increased labor costs and other costs to support our growth and acquisition strategy, (ii) escalation of salary, wage, and benefit costs and (iii) a higher provision for expected credit losses attributable to unfavorable shifts in the receivables aging buckets compared to those observed in the prior year period; partially offset by lower accruals related to incentive compensation and lower expenses related to third-party professional services, including legal and accounting services.
Depreciation and Amortization
Depreciation and amortization expense includes: (i) depreciation of property and equipment (including assets recorded for finance leases) on a straight-line basis over the estimated useful lives of the assets; (ii) amortization of landfill costs (including those costs incurred and all estimated future costs for landfill development and construction, along with asset retirement costs arising from closure and post-closure obligations) on a units-of-consumption method as landfill airspace is consumed over the total estimated remaining capacity of a site, which includes both permitted capacity and unpermitted expansion capacity that meets certain criteria for amortization purposes, and amortization of landfill asset retirement costs arising from final capping obligations on a units-of-consumption method as airspace is consumed over the estimated capacity associated with each final capping event; and (iii) amortization of intangible assets with a definite life, based on the economic benefit provided, or using the sum of years digits or straight-line methods over the definitive terms of the related agreements.
A summary of the components of depreciation and amortization expense (dollars in millions and as a percentage of total revenues) is as follows:
| Three Months Ended March 31, | $ Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation expense | $ | 45.8 | 10.0 | % | $ | 39.6 | 9.5 | % | $ | 6.2 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Landfill amortization expense | 13.8 | 3.0 | % | 12.5 | 3.0 | % | 1.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of intangibles | 18.4 | 4.1 | % | 19.4 | 4.6 | % | (1.0) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total depreciation and amortization | $ | 78.0 | 17.1 | % | $ | 71.5 | 17.1 | % | $ | 6.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense increased in aggregate dollars in the three months ended March 31, 2026 as compared to the prior year period, primarily due to (i) acquisitions, (ii) investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to changes in cost and other assumptions, and higher landfill volumes in our Western and Mid-Atlantic regions; partially offset by lower amortization of acquired intangibles.
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Expense from Acquisition Activities
In the three months ended March 31, 2026 and March 31, 2025, we recorded charges of $6.5 million and $5.5 million, respectively, comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses.
Organics Facility Closure Charge
In the three months ended December 31, 2025, we recorded a charge related to us ceasing operations of an organic residuals composting facility that we own in Maine related to a change in state law prohibiting land application of biosolids based recycled products. In the three months ended March 31, 2026, we recorded $0.9 million of other costs as incurred associated with winding down the facility, and expect to incur additional costs related to ceasing operations at the facility.
Other Expenses
Interest Expense, net
Our interest expense, net increased $2.4 million in the three months ended March 31, 2026 as compared to the prior year period, primarily due to lower interest income related to lower average cash balances and, to a lesser extent, lower average interest rates.
Benefit for Income Taxes
Our benefit for income taxes was $(3.3) million in the three months ended March 31, 2026, which was the same amount in the prior year period. The March 31, 2026 benefit included $(0.1) million of current income tax benefit and $(3.2) million of deferred income tax benefit. For the three months ended March 31, 2025, the benefit of $(3.3) million included zero dollars of current income taxes and $(3.3) million of deferred income tax benefit. The 37.2% effective rate for the three months ended March 31, 2026 was computed based on the statutory rate of 21% adjusted primarily for state taxes, non-deductible officer compensation, and an increase in the effective state rate due to tax attributes in certain states requiring a valuation allowance; partially offset by tax deductible equity compensation in excess of book expense. The March 31, 2026 effective rate was lower than the 40.9% effective rate for the three months ended March 31, 2025, primarily due to differences in the valuation allowance of attributes, state income taxes and other discrete items.
On July 4, 2025, H.R.1 – One Big Beautiful Bill Act (The “OBBB Act”) was enacted. The OBBB Act addresses a wide range of changes including reinstating 100% bonus depreciation eligible for qualified assets. The OBBB Act also restores the EBITDA-based computation of interest expense limitations under Section 163(j) of the Internal Revenue Code among other income tax items; any interest expense limited may be carried forward indefinitely and utilized in later years subject to the interest limitation. We have evaluated the impacts of the OBBB Act, both federal and state, for those provisions that impact the fiscal year ending December 31, 2026. We will continue to evaluate the impacts of the OBBB Act for any further changes relating to state conformity to OBBB Act for future years.
On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJ Act”) was enacted. The TCJ Act significantly changed U.S. corporate income tax laws by, among other things, changing carryforward rules for net operating losses. Depending on bonus depreciation and other elections made on our 2025 federal tax return when filed, we project federal net operating losses generated of $123 million after 2017 and $1 million before 2017, totaling $124 million, to be carried forward to 2026. These will be carried forward indefinitely but generally the amount generated after 2017 may only offset up to 80% of taxable income earned in a tax year.
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Segment Reporting
We report selected information about our reportable operating segments in a manner consistent with that used for internal management reporting. We manage our solid waste operations on a geographic basis through three regional operating segments, the Eastern, Western and Mid-Atlantic regions. We manage our resource renewal operations through the Resource Solutions operating segment. As noted above, for comparative purposes, certain prior period amounts have been moved between the processing and National Accounts service lines within our Resource Solutions operating segment to conform to the current period presentation reflecting the realignment of a business unit related to organic materials brokerage operations. In addition, we revised the presentation of our service lines to remove the transportation service line from the disposal caption and present it separately. Disposal now consists of the landfill and transfer station service lines. Prior period information has been updated to conform to the current period presentation for comparative purposes. 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.
Revenues
A summary of revenues by reportable operating segment (in millions) follows:
| Three Months Ended March 31, | $ Change | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Eastern | $ | 111.3 | $ | 104.7 | $ | 6.6 | |||||||||||||||||||||||||||||
| Western | 162.4 | 152.3 | 10.1 | ||||||||||||||||||||||||||||||||
Mid-Atlantic | 94.8 | 77.8 | 17.0 | ||||||||||||||||||||||||||||||||
| Resource Solutions | 88.8 | 82.3 | 6.5 | ||||||||||||||||||||||||||||||||
| Total revenues | $ | 457.3 | $ | 417.1 | $ | 40.2 | |||||||||||||||||||||||||||||
Operating Income (Loss)
A summary of operating income (loss) by operating segment (in millions) follows:
| Three Months Ended March 31, | $ Change | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Eastern | $ | 14.1 | $ | 12.8 | $ | 1.3 | |||||||||||||||||||||||||||||
| Western | 29.7 | 25.3 | 4.4 | ||||||||||||||||||||||||||||||||
Mid-Atlantic | (3.8) | (4.2) | 0.4 | ||||||||||||||||||||||||||||||||
| Resource Solutions | 4.1 | 5.0 | (0.9) | ||||||||||||||||||||||||||||||||
| Corporate Entities | (39.2) | (35.8) | (3.4) | ||||||||||||||||||||||||||||||||
| Operating income | $ | 4.9 | $ | 3.1 | $ | 1.8 | |||||||||||||||||||||||||||||
Eastern Region
A summary of the period-to-period change in solid waste revenues (dollars in millions and as percentage growth of Eastern region solid waste revenues) follows:
| Period-to-Period Change for the Three Months Ended March 31, 2026 vs. 2025 | |||||||||||||||||||||||
| Amount | % Growth | ||||||||||||||||||||||
| Price | $ | 5.6 | 5.4 | % | |||||||||||||||||||
| Volume | (2.0) | (1.9) | % | ||||||||||||||||||||
| Surcharges and other fees | 1.5 | 1.3 | % | ||||||||||||||||||||
| Commodity price and volume | 0.4 | 0.4 | % | ||||||||||||||||||||
| Acquisitions | 1.1 | 1.1 | % | ||||||||||||||||||||
| Solid waste revenues | $ | 6.6 | 6.3 | % | |||||||||||||||||||
Solid waste revenues increased in the three months ended March 31, 2026 as compared to the prior year period, primarily driven by (i) higher collection pricing of $4.8 million, or 5.9% as a percentage of collection revenues, (ii) higher surcharges and other fees due to higher E&E Fee revenues associated with our fuel cost recovery program related to higher diesel fuel prices
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and higher SRA Fee revenues from lower recycled commodity prices as compared to the prior year period, combined with higher participation levels in our fee programs, (iii) the contribution from acquisitions and (iv) higher disposal pricing of $0.8 million, or 4.1% as a percentage of disposal revenues; partially offset by (a) lower disposal volumes of $(1.1) million, or (5.6)% as a percentage of disposal revenues, as well as (b) lower collection volumes of $(0.7) million, or (0.9)% as a percentage of collection revenues.
Operating income increased in the three months ended March 31, 2026 by $1.3 million as compared to the prior year period. The period-over-period increase was driven by (i) revenue growth, described above, (ii) the prior year period including legal penalties associated with leachate management at a landfill we own, (iii) lower expense from acquisition activities and (iv) lower short term rental expenses; partially offset by (a) higher costs associated with operating and supporting acquired businesses, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) lower contributions related to intercompany subcontracting with our National Accounts business and (d) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.
See Note 8, Commitments and Contingencies and Note 11, Other Items and Charges to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the legal penalties and the expense from acquisition activities, respectively.
Western Region
A summary of the period-to-period change in solid waste revenues (dollars in millions and as percentage growth of Western region solid waste revenues) follows:
| Period-to-Period Change for the Three Months Ended March 31, 2026 vs. 2025 | |||||||||||||||||||||||
| Amount | % Growth | ||||||||||||||||||||||
| Price | $ | 8.5 | 5.6 | % | |||||||||||||||||||
| Volume | (3.5) | (2.3) | % | ||||||||||||||||||||
| Surcharges and other fees | 2.0 | 1.4 | % | ||||||||||||||||||||
| Commodity price and volume | (0.3) | (0.2) | % | ||||||||||||||||||||
| Acquisitions | 3.4 | 2.2 | % | ||||||||||||||||||||
| Solid waste revenues | $ | 10.1 | 6.7 | % | |||||||||||||||||||
Solid waste revenues increased in the three months ended March 31, 2026 as compared to the prior year period, due to the impact from (i) higher collection pricing of $7.1 million, or 6.0%, (ii) the contribution from acquisitions, (iii) higher surcharges and other fees due to higher E&E Fee revenues associated with our fuel cost recovery program related to higher diesel fuel prices and higher SRA Fee revenues from lower recycled commodity prices as compared to the prior year period, combined with higher participation levels in our fee programs, (iii) higher disposal pricing of $1.3 million, or 5.0% as a percentage of disposal revenues, (iv) slightly higher third-party landfill volume more than offset by lower transfer station volume resulting in lower overall disposal volumes of $(0.8) million, or (3.1)% as a percentage of disposal revenues, (v) lower collection volume of $(2.0) million, or (1.7)% as a percentage of collection revenues and (vi) lower other solid waste volume of $(0.7) million, or (10.0)% as a percentage of related revenues, primarily related to transportation volume.
Operating income increased in the three months ended March 31, 2026 by $4.4 million as compared to the prior year period. The period-over-period increase was due to (i) revenue growth, described above, (ii) higher contributions related to intercompany subcontracting with our National Accounts business, (iii) lower amortization of acquired intangibles, (iv) lower expense from acquisition activities, (v) lower expenses for parts and short term rentals and (iv) lower accrued incentive compensation; partially offset by (a) increased depreciation expense due to acquisitions and investment in property and equipment, (b) higher costs associated with operating and supporting acquired businesses, (c) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, and higher landfill volumes, (d) higher expenses related to insurance claims, (e) a higher provision for expected credit losses attributable to unfavorable shifts in the receivables aging buckets compared to those observed in the prior year period and (f) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.
See Note 11, Other Items and Charges to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the expense from acquisition activities.
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Mid-Atlantic Region
A summary of the period-to-period change in solid waste revenues (dollars in millions and as percentage growth of Mid-Atlantic region solid waste revenues) follows:
| Period-to-Period Change for the Three Months Ended March 31, 2026 vs. 2025 | ||||||||||||||||||||||||||
| Amount | % Growth | |||||||||||||||||||||||||
| Price | $ | 2.8 | 3.6 | % | ||||||||||||||||||||||
| Volume | (3.0) | (3.8) | % | |||||||||||||||||||||||
| Intercompany transfers to National Accounts | (1.6) | (2.0) | % | |||||||||||||||||||||||
| Surcharges and other fees | (0.1) | (0.2) | % | |||||||||||||||||||||||
| Acquisitions | 18.9 | 24.2 | % | |||||||||||||||||||||||
| Solid waste revenues | $ | 17.0 | 21.8 | % | ||||||||||||||||||||||
Solid waste revenues increased in the three months ended March 31, 2026 as compared to the prior year period, primarily driven by the contribution from acquisitions and higher collection pricing of $2.7 million, or 3.6% as a percentage of collection revenues; partially offset by lower collection volumes of $(3.1) million, or (4.1)% as a percentage of collection revenues and the internal transfer of customers and associated revenues previously managed under the Mid-Atlantic operating segment to the Resource Solutions operating segment.
Operating loss decreased in the three months ended March 31, 2026 by $0.4 million as compared to the prior year period. The period-over-period change was due to (i) revenue growth, described above, (ii) higher contributions related to intercompany subcontracting with our National Accounts business, (iii) lower expenses for parts and short term rentals, (iv) lower expense from acquisition activities, (v) lower expenses related to repairs performed by third parties and (vi) lower amortization of acquired intangibles; partially offset by (a) higher costs associated with operating and supporting acquired businesses, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) a higher provision for expected credit losses attributable to unfavorable shifts in the receivables aging buckets compared to those observed in the prior year period, (d) higher expenses related to insurance claims and (e) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.
See Note 11, Other Items and Charges to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the expense from acquisition activities.
Resource Solutions
A summary of the period-to-period change in Resource Solutions revenues (dollars in millions and as percentage growth of Resource Solutions revenues) follows:
| Period-to-Period Change for the Three Months Ended March 31, 2026 vs. 2025 | |||||||||||||||||||||||
| Amount | % Growth | ||||||||||||||||||||||
| Price | $ | (1.0) | (1.2) | % | |||||||||||||||||||
| Volume | 6.9 | 8.4 | % | ||||||||||||||||||||
Intercompany transfers from solid waste | 1.6 | 1.9 | % | ||||||||||||||||||||
Facility closure | (1.8) | (2.2) | % | ||||||||||||||||||||
| Surcharges and other fees | 0.2 | 0.4 | % | ||||||||||||||||||||
| Acquisitions | 0.6 | 0.7 | % | ||||||||||||||||||||
Resource Solutions revenues | $ | 6.5 | 8.0 | % | |||||||||||||||||||
Resource Solutions revenues increased in the three months ended March 31, 2026 as compared to the prior year period, primarily driven by (i) higher National Accounts business volumes related to new business growth of $4.2 million, or 11.2% as a percentage of National Accounts revenues, (ii) higher tipping fees of $1.8 million, or 6.8% as a percentage of related revenues, primarily related to contract structures that help to offset recycled commodity price movements, (iii) higher other processing volumes of $1.7 million, or 9.3% as a percentage of related revenues, (iv) National Accounts business pricing growth of $1.7 million, or 4.4% as a percentage of National Accounts revenues, (v) the internal transfer of customers and associated revenues previously managed under the Mid-Atlantic operating segment to the Resource Solutions operating segment, (vi) higher recycling volumes of $1.0 million, or 3.8% as a percentage of related revenues and (vii) higher other
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processing price of $1.0 million, or 5.7% as a percentage of related revenues; partially offset by (a) lower recycled commodity price of $(5.5) million, or (20.7)% as a percentage of related revenues and (b) lower other processing revenues associated with the ceasing of operations in the three months ended December 31, 2025 of an organic residuals composting facility in Maine.
Operating income decreased in the three months ended March 31, 2026 by $(0.9) million as compared to the prior year period. The period-over-period decrease was due to (i) higher costs associated with operating and supporting acquired businesses, (ii) higher directs costs associated with increased volumes in both our National Accounts and processing service lines, (iii) higher intercompany expenses related to the subcontracting of our National Accounts business, (iv) a higher provision for expected credit losses attributable to unfavorable shifts in the receivables aging buckets compared to those observed in the prior year period, (v) the organics facility closure charge in the three months ended March 31, 2026 associated with the winding down of operations at an organic residuals composting facility in Maine and (vi) general cost inflation, including for disposal, labor and maintenance costs; partially offset by (a) revenue growth, described above, (b) lower expense from acquisition activities and (c) a reduction of operational costs related to the organic residuals composting facility in Maine associated with the ceasing of operations at the facility.
See Note 11, Other Items and Charges to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the expense from acquisition activities and the organics facility closure charge.
Corporate Entities
Corporate Entities operating loss reflects costs, including legal, tax, information technology, human resources, certain finance and accounting and other administrative functions, depreciation and amortization expense and certain expense from acquisition activities, which are not allocated to our reportable operating segments.
Operating loss increased in the three months ended March 31, 2026 by $(3.4) million as compared to the prior year period. The period-over-period increase was due to (i) higher expense from acquisition activities (ii) higher costs associated with supporting acquired businesses, (iii) general cost inflation for salaries, wages, benefits and other overhead costs including those associated with marketing, sales and community relations efforts and (iv) higher depreciation expense associated with back office financial system infrastructure; partially offset by (a) lower accrued incentive compensation, (b) lower expenses related to third-party professional services including legal and accounting services and (c) lower expense from insurance claims.
See Note 11, Other Items and Charges to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the expense from acquisition activities.
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. As of March 31, 2026, we had $673.4 million of available and undrawn capacity under our $700.0 million Revolving Credit Facility and $126.9 million of cash and cash equivalents to help meet our short-term and long-term liquidity needs. 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.
Our known current and long-term uses of cash include, among other possible demands: (i) acquisitions, (ii) capital expenditures and leases, (iii) repayments to service debt and other long-term obligations, and (iv) payments for final capping, closure and post-closure asset retirement obligations and environmental remediation liabilities. We have made in the past, and plan to make in the future, acquisitions to expand service areas, densify existing operations, and grow services for our customers. 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.
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A summary of consolidated balance sheet items relevant to our liquidity (in millions) follows:
| March 31, 2026 | December 31, 2025 | $ Change | |||||||||||||||
Cash and cash equivalents | $ | 126.9 | $ | 123.8 | $ | 3.1 | |||||||||||
Current assets, excluding cash and cash equivalents | $ | 232.8 | $ | 245.5 | $ | (12.7) | |||||||||||
Restricted cash and assets | $ | 3.0 | $ | 96.3 | $ | (93.3) | |||||||||||
| Total current liabilities: | |||||||||||||||||
| Current liabilities, excluding current maturities of debt | $ | 235.4 | $ | 268.2 | $ | (32.8) | |||||||||||
| Current maturities of debt | 24.6 | 25.7 | (1.1) | ||||||||||||||
| Total current liabilities | $ | 260.0 | $ | 293.9 | $ | (33.9) | |||||||||||
Debt, less current portion, excluding unamortized debt issuance costs | $ | 1,140.0 | $ | 1,142.9 | $ | (2.9) | |||||||||||
Current assets, excluding cash and cash equivalents, decreased $(12.7) million, and current liabilities, excluding current maturities of debt, decreased $(32.8) million in the three months ended March 31, 2026, resulting in a $20.1 million increase in working capital, net (defined as current assets, excluding cash and cash equivalents minus current liabilities, excluding current maturities of debt), from $(22.7) million as of December 31, 2025 to $(2.6) million as of March 31, 2026.
Summary of Cash Flow Activity
A summary of cash flows (in millions) follows:
| Three Months Ended March 31, | $ Change | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Net cash provided by operating activities | $ | 62.3 | $ | 50.1 | $ | 12.2 | |||||||||||
| Net cash used in investing activities | $ | (144.2) | $ | (158.8) | $ | 14.6 | |||||||||||
| Net cash used in financing activities | $ | (8.0) | $ | (4.7) | $ | (3.3) | |||||||||||
Net decrease in cash, cash equivalents and restricted cash, including non-current | $ | (89.9) | $ | (113.4) | $ | 23.5 | |||||||||||
Cash flows from operating activities.
A summary of operating cash flows (in millions) follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net loss | $ | (5.5) | $ | (4.8) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 78.0 | 71.5 | |||||||||
| Interest accretion on landfill and environmental remediation liabilities | 4.0 | 3.7 | |||||||||
| Amortization of debt issuance costs | 0.7 | 0.8 | |||||||||
| Stock-based compensation | 2.9 | 4.9 | |||||||||
| Operating lease right-of-use assets expense | 5.6 | 4.7 | |||||||||
Other items and charges, net | (0.2) | 0.2 | |||||||||
| Deferred income taxes | (3.2) | (3.3) | |||||||||
| 82.3 | 77.7 | ||||||||||
| Changes in assets and liabilities, net | (20.0) | (27.6) | |||||||||
| Net cash provided by operating activities | $ | 62.3 | $ | 50.1 | |||||||
A summary of the most significant items affecting the change in our operating cash flows follows:
Net cash provided by operating activities increased $12.2 million in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This was the result of business growth, including from acquisition activity, and a decrease in the unfavorable cash flow impact associated with the changes in our assets and liabilities, net of effects of acquisitions and divestitures. For discussion of our operational performance in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, see “Results of Operations” above.
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Cash flows from investing activities.
A summary of investing cash flows (in millions) follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Acquisitions, net of cash acquired | $ | (94.6) | $ | (103.6) | |||||||
Additions to property and equipment | (50.0) | (55.5) | |||||||||
| Proceeds from sale of property and equipment | 0.4 | 0.3 | |||||||||
| Net cash used in investing activities | $ | (144.2) | $ | (158.8) | |||||||
A summary of the most significant items affecting the change in our investing cash flows follows:
Acquisitions, net of cash acquired. In the three months ended March 31, 2026, we acquired one business, which included $(93.1) million of cash consideration, and made $(1.5) million in payments on businesses previously acquired, as compared to the three months ended March 31, 2025 during which we acquired three businesses, which included $(103.5) million of cash consideration and made $(0.1) million in cash payments on businesses previously acquired.
Capital expenditures. Capital expenditures were $5.5 million lower in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower spend related to acquisition activity; partially offset by increased investment in our fleet, as well as the timing of rail capital expenditures related to our Subtitle D landfill located in Mount Jewitt, Pennsylvania.
Cash flows from financing activities.
A summary of financing cash flows (in millions) follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Proceeds from long-term borrowings | $ | — | $ | 25.0 | |||||||
| Principal payments on debt | (8.0) | (29.0) | |||||||||
| Payments of debt issuance costs | — | (0.7) | |||||||||
| Net cash used in financing activities | $ | (8.0) | $ | (4.7) | |||||||
Debt activity. Net cash used in financing activities associated with debt activity increased $(3.3) million in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to finance lease activity. In the three months ended March 31, 2025, we also completed the drawdown of $25.0 million aggregate principal amount of Vermont Economic Development Authority Solid Waste Disposal Revenue Bonds Series 2022A-2 (“Vermont Bonds 2022A-2”) and repaid in full $25.0 million aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3, which matured in January 2025.
See Note 7, Debt to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding financing activities.
Payment of debt issuance costs. We paid $0.7 million of debt issuance costs in the three months ended March 31, 2025 primarily related to the issuance of Vermont Bonds 2022A-2.
Outstanding Long-Term Debt
Credit Facility
As of March 31, 2026, we are party to the Credit Agreement, which provides for a $800.0 million aggregate principal amount term loan A facility and a $700.0 million Revolving Credit Facility, with a $155.0 million sublimit for letters of credit (collectively, the “Credit Facility”). 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 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:
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| 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 0.200% to 0.400% per annum, plus a sustainability adjustment of up to positive or negative 1.0 basis point 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 0.250% per annum. Interest under the Credit Agreement is subject to increase by 2.000% per annum during the continuance of a payment default and may be subject to increase by 2.000% per annum during the continuance of any other event of default. 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 March 31, 2026, further advances were available under the Revolving Credit Facility in the amount of $673.4 million. The available amount is net of outstanding irrevocable letters of credit totaling $26.6 million, and as of March 31, 2026, 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. As of March 31, 2026, we were in compliance with all financial covenants contained in the Credit Agreement as follows (in millions):
| Credit Facility Covenant | Twelve Months Ended March 31, 2026 | Covenant Requirements at March 31, 2026 | ||||||||||||
Maximum consolidated net leverage ratio (1) | 2.29 | 4.00 | ||||||||||||
| Minimum interest coverage ratio | 7.67 | 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 $1,064.6 million as of March 31, 2026, or $1,164.6 million of consolidated funded debt less $100.0 million total of unencumbered cash and cash equivalents), divided by consolidated EBITDA. Consolidated EBITDA is based on operating results for the twelve months preceding the measurement date of March 31, 2026. 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”). A reconciliation of net cash provided by operating activities to Consolidated EBITDA is as follows (in millions):
Twelve Months Ended March 31, 2026 | |||||
| Net cash provided by operating activities | $ | 341.9 | |||
| Changes in assets and liabilities, net of effects of acquisitions and divestitures | 36.6 | ||||
| Stock based compensation | (12.2) | ||||
| Operating lease right-of-use assets expense | (10.6) | ||||
Other items and charges, net | (1.5) | ||||
| Interest expense, less amortization of debt issuance costs | 59.9 | ||||
Provision for income taxes, net of deferred income taxes | 1.9 | ||||
Adjustments as allowed by the Credit Agreement (1) | 49.5 | ||||
| Consolidated EBITDA | $ | 465.5 | |||
(1)Adjustments as allowed by the Credit Agreement includes the estimated annual pro forma impact of acquisitions on Consolidated EBITDA.
In addition to these financial covenants, the Credit Agreement also contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. As of March 31, 2026, we were in compliance with the covenants contained in the Credit Agreement. We do not believe that these restrictions impact our ability to meet future liquidity needs.
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. If we were unable to repay debt to our lenders or were 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.
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Based on the seasonality of our business, operating results in the late fall, winter and early spring months are generally lower than the remainder of our fiscal year. Given the cash flow impact that this seasonality, the capital intensive nature of our business and the timing of debt payments has on our business, we may incur higher debt borrowings in order to meet our liquidity needs during these times. Consequently, our availability and performance against our financial covenants may tighten during these times as well.
Tax-Exempt Financings and Other Debt
As of March 31, 2026, we had outstanding $273.5 million aggregate principal amount of tax exempt bonds; $90.0 million aggregate principal amount of finance leases; and $1.1 million aggregate principal amount of notes payable.
See Note 7, Debt to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding debt.
Inflation
Inflationary increases in costs have materially affected, and may continue to materially affect, our operating margins and cash flows. 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. Consistent with industry practice, most of our contracts and service agreements provide for a pass-through of certain costs to our customers, including increases in landfill tipping fees and in most cases fuel costs, intended to mitigate the impact of inflation on our operating results. We have also implemented a number of operating efficiency programs that seek to improve productivity and reduce our service costs, and our fuel cost recovery programs, primarily the energy component of our E&E Fee, which is designed to recover escalating fuel price fluctuations above a periodically reset floor. Despite these programs, competitive factors may require us to absorb at least a portion of these cost increases. Additionally, management’s estimates associated with inflation have had, and will continue to have, an impact on our accounting for landfill and environmental remediation liabilities.
See Item 3. “Quantitative and Qualitative Disclosures about Market Risk” included in this Quarterly Report on Form 10-Q for additional information regarding our fuel cost recovery programs.
Regional Economic Conditions
Our business is primarily located in the eastern United States. Therefore, our business, financial condition and results of operations are susceptible to downturns in the general economy in this geographic region and other factors affecting the region, such as state and local 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.
Seasonality and Severe Weather
Our revenues historically have been higher in the late spring, summer and early fall months. This seasonality reflects lower volumes of waste in the late fall, winter and early spring months because the volume of waste relating to C&D activities decreases substantially during the winter months in the northeastern United States.
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. Our operations can also be favorably affected by severe weather, which could increase the volume of waste in situations where we are able to charge for our additional services provided.
Critical Accounting Estimates and Assumptions
Our financial statements have been prepared in accordance with GAAP and necessarily include certain estimates and judgments made by management. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our critical accounting estimates are more fully discussed in Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Form 10-K for fiscal year 2025.
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New Accounting Pronouncements
For a description of the new accounting standards that may affect us, see Note 2, Accounting Changes to our consolidated financial statements included under Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business we are exposed to market risks, including changes in diesel fuel prices, interest rates and certain commodity prices. We have a variety of strategies to mitigate these market risks, including those discussed below.
Fuel Price Risk
The price and supply of fuel are unpredictable and fluctuate based on events beyond our control, including among others, geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regional production patterns. Fuel is needed to run our fleet of trucks, equipment and other aspects of our operations, and price escalations for fuel increase our operating expenses. We have fuel cost recovery programs, primarily the energy component of our energy and environmental fee (“E&E Fee(s)”), which is designed to offset some or all of the impact of diesel fuel price increases above a periodically reset floor and contemplates a minimum customer participation level to cover changes in our fuel costs. The energy component of the E&E Fee floats on a monthly basis based upon changes in a published diesel fuel price index and is tied to a price escalation index with a look-back provision, which results in a timing lag in our ability to match the changes in the fuel cost component of the fee to diesel fuel price fluctuations during periods of rapid price changes. In certain circumstances, a substantial rise or drop in fuel costs could materially affect our revenue and costs of operations. However, a substantial rise or drop in fuel costs should not have a material impact on our results of operations. In addition, we are susceptible to increases in fuel surcharges from our vendors.
Based on our consumption levels in the last twelve months ended March 31, 2026, combined with our expected fuel consumption related to recently closed acquisitions, and after considering physically settled fuel contracts, we believe a $0.60 cent per gallon change in the price of diesel fuel, based on 10% of the prevailing diesel fuel price per gallon at March 31, 2026, would change our direct fuel costs by approximately $10.0 million per year. Offsetting these changes in direct fuel expense would be changes in the energy component of the E&E Fees charged to our customers. Based on participation rates as of March 31, 2026 and considering recently closed acquisitions, we believe a $0.60 cent per gallon change in the price of diesel fuel would change the energy component of the E&E Fee by approximately $8.0 million per year. In addition to direct fuel costs related to our consumption levels, we are also subject to fuel surcharge expense from third party transportation providers. Other operational costs and capital expenditures may also be impacted by fuel prices.
In the three months ended March 31, 2026, our fuel costs were $19.3 million, or 4.2% of revenues, as compared to $15.8 million, or 3.8% of revenues, in the three months ended March 31, 2025.
See Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q for further discussion about fuel expense.
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. We may use a number of strategies to mitigate impacts from these recycled material commodity price fluctuations including: (1) charging collection customers a floating sustainability recycling adjustment fee to reduce recycling commodity risks; (2) providing in-bound material recovery facilities (“MRF”) customers with a revenue share or indexed materials purchases in higher commodity price markets, or charging these same customers a processing cost or tipping fee per ton in lower commodity price markets; (3) selling recycled commodities to out-bound MRF customers through floor price or fixed price agreements; or (4) entering into fixed price contracts or hedges that mitigate the variability in cash flows generated from the sales of recycled paper at floating prices. Although we have introduced these risk mitigation programs to help offset volatility in commodity prices and to offset higher labor or capital costs to meet more stringent contamination standards, we cannot provide assurance that we can use these programs with our customers in all circumstances or that they will mitigate these risks in an evolving recycling environment. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. As of March 31, 2026, we were not party to any commodity hedging agreements.
The impact of commodity price risk as of March 31, 2026 does not differ materially from that discussed in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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Interest Rate Risk
Our strategy to reduce exposure to interest rate risk involves entering into interest rate derivative agreements to hedge against adverse movements in interest rates related to the variable rate portion of our long-term debt. 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, net of tax and included in interest expense at the same time as interest expense is affected by the hedged transactions. Differences paid or received over the life of the agreements are recorded as additions to or reductions of interest expense on the underlying debt and included in cash flows from operating activities.
The impact of interest rate risk as of March 31, 2026 does not differ materially from that discussed in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in internal controls over financial reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
ITEM 1. LEGAL PROCEEDINGS
The information required by this Item is provided in Note 8, Commitments and Contingencies to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q.
Legal Proceedings over Certain Environmental Matters Involving Governmental Authorities with Possible Sanctions of $1.0 million or More
Item 103 of the Securities and Exchange Commission's Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions unless we reasonably believe the monetary sanctions, exclusive of interest and costs, will not equal or exceed a specified threshold which we determine is reasonably designed to result in disclosure of any such proceeding that is material to our business or financial condition. Pursuant to Item 103, we have determined such disclosure threshold to be $1.0 million. Information relating to environmental proceedings is provided in Note 8, Commitments and Contingencies to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
Our business is subject to a number of risks, including those identified in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period-to-period. We may disclose additional changes to our risk factors or disclose additional factors from time to time in our future filings with the Securities and Exchange Commission.
ITEM 5. OTHER INFORMATION
Director and Officer Trading Arrangements
None of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted terminated
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ITEM 6. EXHIBITS
| Exhibit No. | Description | |||||||||||||
10.1 + | Rail Equipment Addendum to Master Lease Agreement No. 36629-90000 dated as of March 6, 2026 by and among Bank of America Leasing & Capital, LLC, Casella Waste Systems, Inc. and certain of its subsidiaries. | |||||||||||||
10.2 + | Progress Payment Agreement, dated March 6, 2026, by and between Banc of America Leasing & Capital, LLC and Casella Waste Management of Pennsylvania, Inc. | |||||||||||||
10.3 | Master Lease No. 68105 (Co-Lessee) dated April 20, 2026 by and between Huntington National Bank and Casella Waste Systems, Inc. (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K of Casella as filed on April 22, 2026 (file no. 000-23211)). | |||||||||||||
10.4 | Addendum to Master Lease Agreement No. 68105 (Co-Lessee) dated April 20, 2026 by and among Huntington National Bank, Casella Waste Systems, Inc., and the subsidiaries of Casella Waste Systems, Inc. party thereto (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K of Casella as filed on April 22, 2026 (file no. 000-23211)). | |||||||||||||
10.5 | Interim Agreement No. 1 dated April 20, 2026 by and among Huntington National Bank, Casella Waste Systems, Inc. and the subsidiaries of Casella Waste Systems, Inc. party thereto (incorporated herein by reference to Exhibit 10.3 to the current report on Form 8-K of Casella as filed on April 22, 2026 (file no. 000-23211)). | |||||||||||||
10.6 + | Employment Agreement dated as of March 3, 2026, by and between Casella Waste Systems, Inc. and Christopher Rains | |||||||||||||
10.7 + | Form of Performance-Based Stock Unit Agreement under Amended and Restated 2016 Incentive Plan (employee with employee contract) adopted April 2026 | |||||||||||||
10.8 + | Form of Performance-Based Stock Unit Agreement under Amended and Restated 2016 Incentive Plan (employee with no employee contract) adopted April 2026 | |||||||||||||
| 31.1 + | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002. | |||||||||||||
| 31.2 + | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002. | |||||||||||||
| 32.1 ++ | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |||||||||||||
| 32.2 ++ | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |||||||||||||
| 101.INS | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | |||||||||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document.* | |||||||||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document.* | |||||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document.* | |||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) | |||||||||||||
* | Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, (iii) Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025, (iv) Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, and (vi) Notes to Consolidated Financial Statements. | |||||||
| + | Filed Herewith | |||||||
| ++ | Furnished Herewith | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Casella Waste Systems, Inc. | ||||||||
| Date: May 1, 2026 | By: /s/ Kevin Drohan | |||||||
| Kevin Drohan | ||||||||
| Vice President and Chief Accounting Officer | ||||||||
| (Principal Accounting Officer) | ||||||||
| Date: May 1, 2026 | By: /s/ Bradford J. Helgeson | |||||||
Bradford J. Helgeson | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
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FAQ
How did Casella Waste Systems (CWST) perform financially in Q1 2026?
Casella Waste Systems grew revenue to $457.3 million in Q1 2026 from $417.1 million a year earlier. The company reported a net loss of $5.5 million, or $(0.09) per share, compared with a $4.8 million loss, or $(0.08) per share, in Q1 2025.
What drove Casella Waste Systems’ revenue growth in Q1 2026?
Revenue growth was led by higher collection and disposal pricing, acquisitions, and increased participation in surcharge programs. Solid waste revenues rose to $368.5 million, while Resource Solutions revenues increased to $88.8 million, reflecting contributions from processing and National Accounts services.
Did Casella Waste Systems generate positive cash flow in Q1 2026?
Yes. Casella generated $62.3 million in net cash from operating activities in Q1 2026, up from $50.1 million in Q1 2025. This operating cash flow helped support $93.1 million of acquisition spending and $50.0 million of capital expenditures during the quarter.
How much debt and cash does Casella Waste Systems have?
At March 31, 2026, Casella had total debt principal of about $1.16 billion, including a $800 million term loan and $273.5 million in Industrial Revenue Bonds. The company held $126.9 million in cash and cash equivalents, providing liquidity alongside an undrawn revolving credit facility.
What acquisitions did Casella Waste Systems complete around Q1 2026?
During Q1 2026, Casella spent $93.1 million on acquisitions, adding collection and transfer operations, mainly in its Mid-Atlantic region. Subsequent to March 31, 2026, it also acquired Star Waste Systems Holdings, LLC, expanding in eastern Massachusetts and southern New Hampshire using cash and revolver borrowings.
How are Casella Waste Systems’ environmental and closure obligations trending?
Accrued final capping, closure and post-closure landfill costs increased to $198.8 million at March 31, 2026 from $192.7 million. Environmental remediation liabilities were $4.9 million. The company continues to recognize accretion expense and settle obligations as landfill capacity is used and remediation work proceeds.
What legal or regulatory matters affect Casella Waste Systems currently?
Casella disclosed several matters, including a $1.9 million civil penalty under a Consent Decree for leachate issues at a New Hampshire landfill, ongoing proceedings over a Granite State Landfill permit denial, and a remanded public benefit determination for the Juniper Ridge Landfill expansion in Maine.