CASELLA WASTE SYSTEMS INCCWST
CASELLA WASTE SYSTEMS INC Debt Disclosure
DEBT
A summary of debt is as follows:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| 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 5.266% as of December 31, 2025 | $ | 800,000 | $ | 800,000 | |||||||
Revolving credit facility (“Revolving Credit Facility”) due September 2029; bearing interest at term secured overnight financing rate (“Term SOFR”) plus 1.550% | — | — | |||||||||
| 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 2.875% through December 2029 | 25,000 | 25,000 | |||||||||
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 3.125% through May 2026 | 15,000 | 15,000 | |||||||||
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 4.250% through September 2030 | 37,500 | 40,000 | |||||||||
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 5.125% through September 2030 | 35,000 | 35,000 | |||||||||
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 (“FAME Bonds 2005R-3”) due January 2025 - fixed rate interest period bore interest at 5.250% through paydown in January 2025 | — | 25,000 | |||||||||
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-1 (“FAME Bonds 2015R-1”) due August 2035 - fixed rate interest period bore interest at 5.125% through July 2025 | — | 15,000 | |||||||||
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-2 (“FAME Bonds 2015R-2”) due August 2035 - fixed rate interest period bore interest at 4.375% through July 2025 | — | 15,000 | |||||||||
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 5.000% through August 2035 | 29,000 | — | |||||||||
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2024 (“FAME Bonds 2024”) due December 2047 - fixed rate interest period bearing interest at 4.625% through May 2035 | 45,000 | 45,000 | |||||||||
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 4.625% through April 2028 | 16,000 | 16,000 | |||||||||
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 5.000% through May 2027 | 35,000 | 35,000 | |||||||||
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 4.375% through May 2032 | 25,000 | — | |||||||||
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 2.950% through April 2029 | 11,000 | 11,000 | |||||||||
| Other: | |||||||||||
maturing through December 2107; bearing interest at a weighted average of 4.722% | 94,035 | 69,662 | |||||||||
Notes payable with no stated interest rate maturing through September 2028 | 1,097 | 1,500 | |||||||||
| Principal amount of debt | 1,168,632 | 1,148,162 | |||||||||
Less—unamortized debt issuance costs | 13,970 | 14,911 | |||||||||
| Debt less unamortized debt issuance costs | 1,154,662 | 1,133,251 | |||||||||
| Less—current maturities of debt | 25,735 | 42,619 | |||||||||
Debt, less current portion | $ | 1,128,927 | $ | 1,090,632 | |||||||
Credit Facility
In September 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 an $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, the “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 | 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 December 31, 2025, further advances were available under the 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 December 31, 2025 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 December 31, 2025, 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.
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 December 31, 2025, 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 fiscal year 2025, we completed the following transactions: (i) 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, (ii) the remarketing of $29,000 aggregate principal amount of FAME Bonds 2015R-1 and FAME Bonds 2015R-2 into a single series FAME Bonds 2015R-3, which bears a fixed interest rate of 5.000% through August 2035, and (iii) the remarketing of $37,500 aggregate principal amount of New York Bonds 2020, which bears an interest rate of 4.250% through September 2030.
In fiscal year 2024, we completed the issuance of $45,000 aggregate principal amount of FAME Bonds 2024, which bears a fixed interest rate of 4.625% through May 2035, and $25,000 of the proceeds of such issuance were used for the repayment in full of FAME Bonds 2005R-3, which matured and were repaid in January 2025.
Cash, Cash Equivalents and Restricted Cash
Restricted cash is included with restricted assets, as well as cash and cash equivalents in our consolidated balance sheets based on the nature of the underlying restrictions. 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 the Mountain State Waste Acquisition. Our restricted cash included with cash and cash equivalents, classified as current assets as of December 31, 2024, consisted of cash proceeds from the issuance of the FAME Bonds 2024 restricted to be used for the repayment in full of FAME Bonds 2005R-3, classified as a current liability as of December 31, 2024, on its stated maturity in January 2025.
A reconciliation of cash, cash equivalents and restricted cash, including non-current, is as follows:
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash and cash equivalents | $ | 123,773 | $ | 358,303 | ||||||||||
Restricted cash - current | — | 25,000 | ||||||||||||
| Cash, cash equivalents and restricted cash | 123,773 | 383,303 | ||||||||||||
Restricted cash - non-current | 93,086 | — | ||||||||||||
| Cash, cash equivalents and restricted cash, including non-current | $ | 216,859 | $ | 383,303 | ||||||||||
Interest Expense
The components of interest expense are as follows:
| Fiscal Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Interest expense on long-term debt and finance leases | $ | 59,827 | $ | 60,077 | $ | 44,836 | |||||||||||
Amortization of debt issuance costs (1) | 3,023 | 2,960 | 2,962 | ||||||||||||||
| Letter of credit fees | 467 | 459 | 423 | ||||||||||||||
| Less: capitalized interest | (773) | (1,085) | (643) | ||||||||||||||
| Total interest expense | $ | 62,544 | $ | 62,411 | $ | 47,578 | |||||||||||
(1)Includes interest expense related to a short-term secured bridge financing entered into in connection with the GFL Acquisition and interest expense related to a short-term unsecured bridge financing entered into in connection with the Twin Bridges Acquisition of $395 and $101, respectively, during the fiscal year 2023.
Debt Modification Expense
In fiscal year 2024, we recognized debt modification expense of $1,396 associated with agent fees and other third-party costs we paid during the refinancing of the Credit Agreement.
Loss from Termination of Bridge Financing
In fiscal year 2023, we wrote-off the unamortized debt issuance costs and recognized a loss from termination of bridge financing upon the extinguishment of both a secured bridge financing agreement in connection with the GFL Acquisition of $3,718, and an unsecured bridge financing agreement in connection with the Twin Bridges Acquisition of $4,473.
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) income, net of tax and included in interest expense at the same time as interest expense is affected by the hedged transactions. See Note 14, Stockholders’ Equity for further disclosure over the impact of cash flow hedges to accumulated other comprehensive (loss) income, net of tax. 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.
A summary of the changes to the notional amount of interest rate derivative agreements follows:
As of both December 31, 2025 and December 31, 2024, our active interest rate derivative agreements had a total notional amount of $515,000. According to the terms of the agreements, we receive interest based on Term SOFR, restricted by a 0.0% floor, and pay interest at a weighted average rate of approximately 3.6%. These agreements mature or have matured between February 2026 and June 2028.
A summary of the effect of cash flow hedges related to derivative instruments on the consolidated balance sheets follows:
| Fair Value | |||||||||||||||||
| Balance Sheet Location | December 31, 2025 | December 31, 2024 | |||||||||||||||
| Interest rate swaps | Other current assets | $ | 2,081 | $ | 3,606 | ||||||||||||
| Interest rate swaps | Other non-current assets | 835 | 4,036 | ||||||||||||||
| Total | $ | 2,916 | $ | 7,642 | |||||||||||||
| Interest rate swaps | Other accrued liabilities | $ | 3,073 | $ | 570 | ||||||||||||
| Interest rate swaps | Other long-term liabilities | 5,348 | 2,282 | ||||||||||||||
| Total | $ | 8,421 | $ | 2,852 | |||||||||||||
| Interest rate swaps | Accumulated other comprehensive (loss) income, net | $ | (5,505) | $ | 4,790 | ||||||||||||
Interest rate swaps - tax effect | Accumulated other comprehensive (loss) income, net | 1,550 | (1,478) | ||||||||||||||
| $ | (3,955) | $ | 3,312 | ||||||||||||||
Fair Value of Debt
As of December 31, 2025, the fair value of the Industrial Revenue Bonds was approximately $275,334 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.
As of December 31, 2025, 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.
Although we have determined the estimated fair value amounts of the Industrial Revenue Bonds using available market information and commonly accepted valuation methodologies, a change in available market information, and/or the use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. These amounts have not been revalued, and current estimates of fair value could differ significantly from the amounts presented.
Future Maturities of Debt
Aggregate principal maturities of debt as of December 31, 2025 for each of the next five fiscal years and thereafter are as follows:
| Fiscal year ending December 31, 2026 | $ | 25,735 | |||
| Fiscal year ending December 31, 2027 | 23,272 | ||||
| Fiscal year ending December 31, 2028 | 34,644 | ||||
| Fiscal year ending December 31, 2029 | 795,657 | ||||
| Fiscal year ending December 31, 2030 | 46,337 | ||||
| Thereafter | 242,987 | ||||
| $ | 1,168,632 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 17, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Mar 2, 2018 | |
| 2016 | Mar 2, 2017 | |
| 2015 | Mar 2, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.