CASELLA WASTE SYSTEMS INC

Previous wording

This Quarterly Report on Form 10-Q and, in particular, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, may contain or incorporate a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, including statements regarding:

Current wording

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:

Previous wording

As of April 15, 2025, we owned and/or operated 76 solid waste collection operations, 70 transfer stations, 31 recycling facilities, eight Subtitle D landfills, three 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, which are owned and operated by third parties, at landfills we owned and/or operated.

Current wording

As of July 15, 2025, we owned and/or operated 79 solid waste collection operations, 70 transfer stations, 31 recycling facilities, eight Subtitle D landfills, three 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, which are owned and operated by third parties, at landfills we owned and/or operated.

Previous wording

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. In the three months ended March 31, 2025, we moved certain operations between our regional operating segments, including a landfill that we own from the Western region to the Mid-Atlantic region and a collection and transfer station operation from our Western region to our Eastern region. Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” certain prior period amounts have been reclassified between regional operating segments to conform to the current period presentation. For additional information, see Note 13, Segment Reporting to our consolidated financial statements included under Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q.

Current wording

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. In the six months ended June 30, 2025, we moved certain operations between our regional operating segments, including a landfill that we own from the Western region to the Mid-Atlantic region and a collection and transfer station operation from our Western region to our Eastern region. Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” certain prior period amounts have been reclassified between regional operating segments to conform to the current period presentation. For additional information, see Note 13, Segment Reporting to our consolidated financial statements included under Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q.

Previous wording

The most significant items impacting the change in our solid waste revenues during the three months ended March 31, 2025 as compared to the prior year period are summarized below:

Current wording

The most significant items impacting the changes in our solid waste revenues during the three and six months ended June 30, 2025 as compared to the prior year periods are summarized below:

Previous wording

•Price increased solid waste revenues, including $12.2 million, or 5.8% as a percentage of collection revenues, from higher collection pricing and $2.7 million, or 5.5% as a percentage of disposal revenues, from higher disposal pricing associated with our landfills and transfer stations.

Current wording

•Price increased solid waste revenues both quarterly and year-to-date, including higher collection pricing of $11.0 million quarterly, or 4.9% as a percentage of collection revenues, and $23.3 million year-to-date, or 5.4% as a percentage of collection revenues, and higher disposal pricing of $3.8 million quarterly, or 5.8% as a percentage of disposal revenues, and $6.5 million year-to-date, or 5.7% as a percentage of disposal revenues, associated with our landfills and transfer stations.

Previous wording

•Acquisitions increased solid waste revenues due to the partial year impact of our acquisition of three businesses in the three months ended March 31, 2025, as well as the rollover impact of eight acquisitions completed in fiscal year 2024.

Current wording

•Acquisitions increased solid waste revenues due to the partial year impact of our acquisition of six businesses in the six months ended June 30, 2025, as well as the rollover impact of eight acquisitions completed in fiscal year 2024.

Previous wording

See “Segment Reporting” below for discussion over the period-to-period change in Resource Solutions revenues.

Current wording

See “Segment Reporting” below for discussion over the period-to-period changes in Resource Solutions revenues.

Previous wording

The most significant items impacting the changes in our cost of operations during the three months ended March 31, 2025 as compared to the prior year period are summ arized below:

Current wording

The most significant items impacting the changes in our cost of operations during the three and six months ended June 30, 2025 as compared to the prior year periods are summ arized below:

Previous wording

General and administration expense increased in the three months ended March 31, 2025 as compared to the prior year period, primarily due to (i) acquisition activity, including increased labor costs, professional service fees and other costs to support our growth and acquisition strategy, (ii) escalation of salary, wage, and benefit costs, (iii) higher accruals related to incentive compensation, and (iv) higher costs associated with information technology.

Current wording

General and administration expense increased in aggregate dollars in the three and six months ended June 30, 2025 as compared to the prior year periods, primarily due to (i) acquisition activity, including increased labor costs, professional service fees and other costs to support our growth and acquisition strategy, (ii) escalation of salary, wage, and benefit costs, (iii) higher year-to-date accruals related to incentive compensation, and (iv) higher costs associated with information technology; partially offset by lower legal expense associated with employee separation.

Previous wording

Depreciation and amortization expense increased in the three months ended March 31, 2025 as compared to the prior year period, primarily due to (i) acquisitions, including the impact of accelerated amortization schedules of certain intangibles, (ii) investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to higher landfill volumes in our Western region, and changes in cost and other assumptions.

Current wording

Depreciation and amortization expense increased in the three and six months ended June 30, 2025 as compared to the prior year periods, primarily due to (i) acquisitions, including the impact of accelerated amortization schedules of certain intangibles, (ii) investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to higher landfill volumes in our Western and Mid-Atlantic regions, and changes in cost and other assumptions.

Previous wording

In the three months ended March 31, 2025 and March 31, 2024, we recorded charges of $5.5 million and $5.0 million, respectively, comprised primarily of legal, consulting, rebranding and other costs associated with the due diligence, acquisition and integration of acquired businesses.

Current wording

In the three and six months ended June 30, 2025, we recorded charges of $6.5 million and $12.0 million, respectively, and in the three and six months ended June 30, 2024, we recorded charges of $7.8 million and $12.8 million, respectively, comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses. The three and six months ended June 30, 2024 included a charge for an increase in the reserve against accounts receivable of the businesses acquired in our acquisition of the equity interests of four wholly-owned subsidiaries of GFL Environmental Inc. as a result of our inability to pursue collections during the transition services period with the seller, resulting in accounts receivable aged beyond what is typical in our business.

Previous wording

Our interest expense, net decreased $(1.5) million in the three months ended March 31, 2025 as compared to the prior year period primarily due to lower average interest rates in the three months ended March 31, 2025.

Current wording

Our interest expense, net increased $0.3 million and decreased $(1.2) million in the three and six months ended June 30, 2025, respectively, as compared to the prior year periods primarily due to lower average interest rates in the three and six months ended June 30, 2025; partially offset year-to-date, and more than offset quarterly, by higher average debt balances.

Previous wording

Our benefit for income taxes increased $1.6 million in the three months ended March 31, 2025, from the prior year period. The benefit of $(3.3) million for the three months ended March 31, 2025, included zero dollars of current income taxes and $3.3 million of deferred income tax benefit. For the three months ended March 31, 2024, the benefit of $(1.8) million included $0.6 million of current income taxes and $(2.4) million of deferred income tax benefit. The 40.9% effective rate for the three months ended March 31, 2025, was computed based on the statutory rate of 21% adjusted primarily for state taxes, nondeductible officer compensation, and an increase in the effective state rate due to tax losses in certain states requiring a valuation allowance; partially offset by tax deductible equity compensation in excess of book expense. This effective rate exceeded the 30.0% effective rate for the three months ended March 31, 2024, primarily due to a decrease in the effective state rate for tax losses in certain states requiring valuation losses.

Current wording

Our provision for income taxes decreased $2.1 million and $3.7 million in the three and six months ended June 30, 2025, respectively, from the prior year periods, resulting in a benefit for income taxes in the six months ended June 30, 2025. The benefit of $1.6 million for the six months ended June 30, 2025, included zero dollars of current income taxes and $1.6 million of deferred income tax benefit. For the six months ended June 30, 2024, the provision of $2.0 million included $1.8 million of current income tax expense and $0.2 million of deferred income tax expense. The 131.9% effective rate for the six months ended June 30, 2025, 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 losses in certain states requiring a valuation allowance; partially offset by tax deductible equity compensation in excess of book expense. This effective rate exceeded the 41.2% effective rate for the six months ended June 30, 2024, primarily due to a change in the federal benefit of state on valuation allowance of our net operating losses.

Previous wording

In addition, the TCJ Act added limitations on the deductibility of interest expense and potentially could limit the deductibility of some of our interest expense. Any interest expense limited may be carried forward indefinitely and utilized in later years subject to the interest limitation.

Current wording

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 IRC Section 163(j) among other income tax items; any interest expense limited may be carried forward indefinitely and utilized in later years subject to the interest limitation. Due to the date enacted, we calculated the three months ended June 30, 2025 amounts consistent with prior law. We are still evaluating the impacts of the OBBB Act and will incorporate the tax reform legislation including any permanent extensions or changes from the Tax Cuts and Jobs Act (the “TCJ Act”) in the three months ending September 30, 2025.

Previous wording

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 the 2024 tax return when filed, we project to carry no pre-2018 net operating losses into 2025. Federal net operating losses generated after 2017, totaling $83.2 million carried forward to 2025, will be carried forward indefinitely, but generally may only offset up to 80% of taxable income earned in a tax year.

Current wording

On December 22, 2017, 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 the 2024 tax return when filed, we project to carry no pre-2018 net operating losses into 2025. Federal net operating losses generated after 2017, totaling $83.2 million carried forward to 2025, will be carried forward indefinitely, but generally may only offset up to 80% of taxable income earned in a tax year.

Previous wording

Operating income increased in the three months ended March 31, 2025 by $1.6 million, as compared to the prior year period. The period-over-period increase was driven by (i) revenue growth, described above, (ii) higher intercompany related operating income, (iii) lower direct costs associated with lower collection and disposal volumes, and (iv) lower leachate disposal costs; partially offset by (a) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, (b) higher accruals related to insurance claims and legal penalties associated with leachate management at a landfill we own, (c) higher expense from acquisition activities, (d) increased depreciation expense due to acquisitions and investment in property and equipment, and (e) general cost inflation, including for disposal, labor, and maintenance costs.

Current wording

Operating income increased in the three and six months ended June 30, 2025 by $0.2 million and $1.8 million, respectively, as compared to the prior year periods. The period-over-period increases were driven by (i) revenue growth, described above, (ii) higher contributions related to intercompany subcontracting with our National Accounts business, and (iii) lower leachate disposal costs; partially offset by (a) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certain intangibles, (b) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, (c) higher accruals related to insurance claims and legal penalties associated with leachate management at a landfill we own, (d) higher expense from acquisition activities, (e) increased depreciation expense due to acquisitions and investment in property and equipment, and (f) general cost inflation, including for disposal, labor, and maintenance costs.

Previous wording

Operating income increased in the three months ended March 31, 2025 by $4.8 million as compared to the prior year period. The period-over-period increase was due to (i) revenue growth, described above, (ii) higher intercompany related operating income, and (iii) lower leachate disposal costs; partially offset by (a) higher directs costs associated with increased disposal volumes, (b) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certain intangibles (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 accruals related to insurance claims, (e) higher expense from acquisition activities, (f) increased depreciation expense due to acquisitions and investment in property and equipment, and (g) general cost inflation, including for disposal, labor, and maintenance costs.

Current wording

Operating income increased in the three and six months ended June 30, 2025 by $1.8 million and $6.6 million, respectively, as compared to the prior year periods. The period-over-period increases were due to (i) revenue growth, described above, (ii) higher contributions related to intercompany subcontracting with our National Accounts business, and (iii) lower leachate disposal costs year-to-date; partially offset by (a) higher directs costs associated with increased disposal volumes, (b) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certain intangibles (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 accruals related to insurance claims, (e) higher expense from acquisition activities, (f) increased depreciation expense due to acquisitions and investment in property and equipment, and (g) general cost inflation, including for disposal, labor, and maintenance costs.

Previous wording

Solid waste revenues increased in the three months ended March 31, 2025 as compared to the prior year period, primarily driven by (i) the contribution from acquisitions, (ii) higher collection pricing of $1.8 million, or 4.4% as a percentage of collection revenues, (ii) higher disposal volume of $0.1 million, or 18.0% as a percentage of disposal revenues, related to landfill operations, and (iii) higher surcharges and other fees due to higher revenues associated with legacy fuel cost recovery programs from acquired businesses; partially offset by lower collection volume of $(2.5) million, or (6.1)% as a percentage of collection revenues.

Current wording

Solid waste revenues increased in the three and six months ended June 30, 2025 as compared to the prior year periods, primarily driven by (i) the contribution from acquisitions, (ii) higher collection pricing of $1.7 million quarterly, or 4.1% as a percentage of collection revenues, and $3.6 million year-to-date, or 4.3% as a percentage of collection revenues, (iii) higher surcharges and other fees due to higher revenues associated with legacy fuel cost recovery programs from acquired businesses, and (iv) higher disposal volume of $0.6 million quarterly, or 48.3% as a percentage of disposal revenues, and $0.7 million year-to-date, or 35.2% as a percentage of disposal revenues, related to landfill operations; partially offset by lower collection volume of $(1.7) million quarterly, or (4.1)% as a percentage of collection revenues, and $(4.0) million year-to-date, or (4.8)% as a percentage of collection revenues.

Previous wording

Operating loss increased in the three months ended March 31, 2025 by $(0.5) million as compared to the prior year period. The period-over-period increase was due to (i) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certain intangibles, (ii) increased depreciation expense due to acquisitions and investment in property and equipment, (iii) higher accruals related to insurance claims, and (iv) general cost inflation, including for disposal, labor, and maintenance costs; partially offset by (a) revenue growth, described above, (b) higher intercompany related operating income, and (c) lower expense from acquisition activities.

Current wording

Operating loss increased in the three and six months ended June 30, 2025 by $(2.1) million and $(2.5) million, respectively, as compared to the prior year periods. The period-over-period increases were due to (i) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certain intangibles, (ii) increased depreciation expense due to acquisitions and investment in property and equipment, (iii) higher accruals related to insurance claims, (iv) higher landfill amortization expense due to higher landfill volumes, and (v) general cost inflation, including for disposal, labor, and maintenance costs; partially offset by (a) revenue growth, described above, (b) higher contributions related to intercompany subcontracting with our National Accounts business, and (c) lower expense from acquisition activities.

Previous wording

A summary of the period-to-period change in Resource Solutions revenues (dollars in millions and as percentage growth of Resource Solutions revenues) follows:

Current wording

A summary of the period-to-period changes in Resource Solutions revenues (dollars in millions and as percentage growth of Resource Solutions revenues) follows:

Previous wording

Resource Solutions revenues increased in the three months ended March 31, 2025 as compared to the prior year period, primarily driven by (i) higher National Accounts business volumes related to new business growth of $3.4 million, or 7.4% as a percentage of National Accounts revenues, (ii) National Accounts business pricing growth of $1.9 million, or 4.1% as a percentage of National Accounts revenues, (iii) higher tipping fees primarily related to contract structures that help to offset recycled commodity price movements of $0.9 million, or 3.8% as a percentage of related revenues, (iv) the contribution from acquisitions, (v) higher recycling volumes of $0.4 million, or 1.6% as a percentage of related revenues, (vi) higher other processing volumes of $0.4 million, or 7.8% as a percentage of related revenues, and (vii) higher other processing price of $0.2 million, or 3.9% as a percentage of related revenues; partially offset by lower surcharges and other fees revenues in our National Accounts business due to lower E&E Fee revenues associated with our fuel cost recovery program related to lower diesel fuel prices and lower recycled commodity price of $(0.2) million, or (1.0)% as a percentage of related revenues.

Current wording

Resource Solutions revenues increased in the three and six months ended June 30, 2025 as compared to the prior year periods, primarily driven by (i) higher tipping fees primarily related to contract structures that help to offset recycled commodity price movements of $4.5 million quarterly, or 16.3% as a percentage of related revenues, and $5.4 million year-to-date, or 10.3% as a percentage of related revenues, (ii) National Accounts business pricing growth of $3.0 million quarterly, or 6.0% as a percentage of National Accounts revenues, and $4.8 million year-to-date, or 5.1% as a percentage of National Accounts revenues, (iii) higher National Accounts business volumes related to new business growth of $1.0 million quarterly, or 1.9% as a percentage of National Accounts revenues, and $4.0 million year-to-date, or 4.2% as a percentage of National Accounts revenues, (iv) higher recycling volumes of $2.7 million quarterly, or 9.8% as a percentage of related revenues, and $3.1 million year-to-date, or 5.9% as a percentage of related revenues, (v) the contribution from acquisitions, (vi) higher other processing volumes of $0.2 million quarterly, or 2.8% as a percentage of related revenues, and $0.5 million year-to-date, or 5.1% as a percentage of related revenues, and (vii) higher other processing price of $0.2 million quarterly, or 3.6% as a percentage of related revenues, and $0.4 million year-to-date, or 3.8% as a percentage of related revenues; partially offset by (a) lower surcharges and other fees revenues in our National Accounts business due to lower energy and environmental fee (“E&E Fee(s)”) revenues associated with our fuel cost recovery program related to lower diesel fuel prices, as well as (b) lower recycled commodity price of $(5.2) million quarterly, or (19.0)% as a percentage of related revenues, and $(5.5) million year-to-date, or (10.4)% as a percentage of related revenues.

Previous wording

Operating income increased in the three months ended March 31, 2025 by $0.6 million as compared to the prior year period. The period-over-period increase was due to revenue growth, described above; partially offset by (i) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certain intangibles, (ii) higher expense from acquisition activities, (iii) increased depreciation expense due to acquisitions and investment in property and equipment, (iv) general cost inflation, including for disposal, labor, and maintenance costs, and (v) lower intercompany related operating income.

Current wording

Operating income increased in the three and six months ended June 30, 2025 by $1.0 million and $1.6 million, respectively, as compared to the prior year periods. The period-over-period increases were due to revenue growth, described above; partially offset by (i) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certain intangibles, (ii) higher expense from acquisition activities year-to-date, (iii) increased depreciation expense due to acquisitions and investment in property and equipment, (iv) general cost inflation, including for disposal, labor, and maintenance costs, and (v) higher intercompany expenses related to the subcontracting of our National Accounts business.

Previous wording

Operating loss increased $(10.2) million in the three months ended March 31, 2025, as compared to the prior year period. The period-over-period increase was due to (i) higher costs associated with supporting acquired businesses, (ii) general cost inflation for salaries, wages, benefits, professional services and other overhead costs including those associated with information technology, marketing, sales and community relations efforts, (iii) higher accruals related to incentive compensation, and (iv) higher depreciation expense associated with back office financial system infrastructure; partially offset by lower expense from acquisition activities.

Current wording

Operating loss increased in the three and six months ended June 30, 2025 by $(4.6) million and $(15.0) million, respectively, as compared to the prior year periods. The period-over-period increases were due to (i) higher costs associated with supporting acquired businesses, (ii) general cost inflation for salaries, wages, benefits, professional services and other overhead costs including those associated with information technology, marketing, sales and community relations efforts, (iii) higher accruals related to incentive compensation year-to-date, (iv) higher depreciation expense associated with back office financial system infrastructure and (v) higher expense from acquisition activities; partially offset by lower legal expense associated with employee separation.

Previous wording

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, 2025, we had $675.4 million of available and undrawn capacity under our $700.0 million revolving credit facility (“Revolving Credit Facility”) and $267.7 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.

Current wording

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 June 30, 2025, we had $673.7 million of available and undrawn capacity under our $700.0 million revolving credit facility (“Revolving Credit Facility”) and $217.8 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.

Previous wording

Current assets, excluding cash, cash equivalents and restricted cash - current, decreased $(6.0) million and current liabilities, excluding current maturities of debt, decreased $(34.3) in the three months ended March 31, 2025, resulting in a $28.3 million increase in working capital, net (defined as current assets, excluding cash, cash equivalents and restricted cash - current, minus current liabilities, excluding current maturities of debt), from $(34.7) million as of December 31, 2024 to $(6.4) million as of March 31, 2025.

Current wording

Current assets, excluding cash, cash equivalents and restricted cash, increased $16.8 million and current liabilities, excluding current maturities of debt, decreased $(13.8) million in the six months ended June 30, 2025, resulting in a $30.6 million increase in working capital, net (defined as current assets, excluding cash, cash equivalents and restricted cash minus current liabilities, excluding current maturities of debt), from $(34.7) million as of December 31, 2024 to $(4.1) million as of June 30, 2025.

Previous wording

Net cash provided by operating activities increased $42.4 million in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. 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, 2025 as compared to the three months ended March 31, 2024, see “Results of Operations” above.

Current wording

Net cash provided by operating activities increased $59.8 million in the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. 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 six months ended June 30, 2025 as compared to the six months ended June 30, 2024, see “Results of Operations” above.

Previous wording

Acquisitions, net of cash acquired. In the three months ended March 31, 2025, we acquired three businesses for total consideration of $(103.5) million, all of which was cash consideration, and made $(0.1) million in payments on businesses previously acquired, as compared to the three months ended March 31, 2024 during which we paid $(0.3) million on businesses previously acquired.

Current wording

Acquisitions, net of cash acquired. In the six months ended June 30, 2025, we acquired six businesses for total consideration of $(176.7) million, $(174.9) million of which was cash consideration, and made $(0.1) million in payments on businesses previously acquired, as compared to the six months ended June 30, 2024 during which we received a $2.9 million working capital settlement on a business previously acquired, partially offset by $(0.7) million in cash consideration on a business acquired and $(0.9) million in payments on businesses previously acquired.

Previous wording

Capital expenditures. Capital expenditures were $25.2 million higher in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to acquisition activity and investment in our fleet; partially offset by lower landfill development spend, including the development of rail side infrastructure at our Subtitle D landfill located in Mount Jewitt, Pennsylvania in the prior year period.

Current wording

Capital expenditures. Capital expenditures were $(47.0) million higher in the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to acquisition activity and increased investment in our fleet; partially offset by lower landfill development spend, including the development of rail side infrastructure at our Subtitle D landfill located in Mount Jewitt, Pennsylvania.

Previous wording

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.

Current wording

Payment of debt issuance costs. We paid $(0.8) million of debt issuance costs in the six months ended June 30, 2025 primarily related to the drawdown of $25.0 million aggregate principal amount of Vermont Economic Development Authority Solid Waste Disposal Revenue Bonds Series 2022A-2.

Previous wording

A commitment fee will be charged on undrawn amounts of our Revolving Credit Facility based upon our consolidated net leverage ratio in the range of 0.20% to 0.40% per annum, plus a sustainability adjustment of up to positive or negative 1.0 basis point per annum. The Credit Agreement provides that Term SOFR is subject to a zero percent floor. We are also required to pay a fronting fee for each letter of credit of 0.25% per annum. Interest under the Credit Agreement is subject to increase by 2.00% per annum during the continuance of a payment default and may be subject to increase by 2.00% per annum during the continuance of any other event of default. 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, 2025, further advances were available under the Revolving Credit Facility in the amount of $675.4 million. The available amount is net of outstanding irrevocable letters of credit totaling $24.6 million, and as of March 31, 2025 no amount had been drawn.

Current wording

A commitment fee will be charged on undrawn amounts of our Revolving Credit Facility based upon our consolidated net leverage ratio in the range of 0.20% to 0.40% per annum, plus a sustainability adjustment of up to positive or negative 1.0 basis point per annum. The Credit Agreement provides that Term SOFR is subject to a zero percent floor. We are also required to pay a fronting fee for each letter of credit of 0.25% per annum. Interest under the Credit Agreement is subject to increase by 2.00% per annum during the continuance of a payment default and may be subject to increase by 2.00% per annum during the continuance of any other event of default. 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 June 30, 2025, further advances were available under the Revolving Credit Facility in the amount of $673.7 million. The available amount is net of outstanding irrevocable letters of credit totaling $26.3 million, and as of June 30, 2025, no amount had been drawn.

Previous wording

(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 $1,051.2 million as of March 31, 2025, or $1,151.2 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, 2025. 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. A reconciliation of net cash provided by operating activities to Consolidated EBITDA is as follows (in millions):

Current wording

(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 $1,057.5 million as of June 30, 2025, or $1,157.5 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 June 30, 2025. 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):

Previous wording

As of March 31, 2025, we had outstanding $277.0 million aggregate principal amount of tax exempt bonds; $72.7 million aggregate principal amount of finance leases; and $1.5 million aggregate principal amount of notes payable.

Current wording

As of June 30, 2025, we had outstanding $277.0 million aggregate principal amount of tax exempt bonds; $79.1 million aggregate principal amount of finance leases; and $1.5 million aggregate principal amount of notes payable.

Previous wording

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.

Current wording

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 primarily because the volume of waste relating to C&D activities decreases substantially during the winter months in the northeastern United States.

Previous wording

Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Current wording

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 2024 Form 10-K for the fiscal year 2024.