(Mark
One)
|
|
|
|
||
þ
|
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
|
|
||
|
|
For
the quarterly period ended March 31, 2006
|
|
||
or
|
||
|
||
£
|
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
|
|
||
|
|
For
the transition period from ____________ to
_____________
|
PART
I - FINANCIAL INFORMATION (unaudited)
|
Page
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
21
|
||
31
|
||
32
|
||
PART
II - OTHER INFORMATION
|
||
33
|
||
34
|
||
35
|
||
38
|
December 31,
|
March 31,
|
||||||
ASSETS
|
2005
|
2006
|
|||||
Current
assets:
|
|||||||
Cash
and equivalents
|
$
|
7,514
|
$
|
7,847
|
|||
Accounts
receivable, net of allowance for doubtful accounts of
$2,826 and $2,395 at December 31, 2005 and
March 31, 2006, respectively
|
94,438
|
89,313
|
|||||
Deferred
tax assets
|
5,145
|
4,064
|
|||||
Prepaid
expenses and other current assets
|
17,279
|
18,062
|
|||||
Total
current assets
|
124,376
|
119,286
|
|||||
Property
and equipment, net
|
700,508
|
705,367
|
|||||
Goodwill
|
723,120
|
725,139
|
|||||
Intangible
assets, net
|
87,651
|
86,935
|
|||||
Restricted
assets
|
13,888
|
14,305
|
|||||
Other
assets, net
|
26,764
|
27,516
|
|||||
$
|
1,676,307
|
$
|
1,678,548
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
54,795
|
$
|
44,783
|
|||
Book
overdraft
|
8,869
|
7,186
|
|||||
Accrued
liabilities
|
44,522
|
45,647
|
|||||
Deferred
revenue
|
30,957
|
30,947
|
|||||
Current
portion of long-term debt and notes payable
|
10,858
|
8,619
|
|||||
Total
current liabilities
|
150,001
|
137,182
|
|||||
|
|||||||
Long-term
debt and notes payable
|
586,104
|
644,049
|
|||||
Other
long-term liabilities
|
20,478
|
14,919
|
|||||
Deferred
income taxes
|
175,167
|
178,995
|
|||||
Total
liabilities
|
931,750
|
975,145
|
|||||
Commitments
and contingencies
|
|||||||
Minority
interests
|
26,357
|
27,010
|
|||||
Stockholders'
equity:
|
|||||||
Preferred
stock: $0.01 par value; 7,500,000 shares authorized; none
issued and outstanding
|
-
|
-
|
|||||
Common
stock: $0.01 par value; 100,000,000 shares authorized; 45,924,686
and 44,455,746 shares issued and outstanding at December 31,
2005 and March 31, 2006, respectively
|
459
|
445
|
|||||
Additional
paid-in capital
|
373,382
|
307,864
|
|||||
Deferred
stock compensation
|
(2,234
|
)
|
-
|
||||
Treasury
stock at cost, 106,600 shares outstanding at December 31,
2005
|
(3,672
|
)
|
-
|
||||
Retained
earnings
|
345,308
|
361,031
|
|||||
Accumulated
other comprehensive income
|
4,957
|
7,053
|
|||||
Total
stockholders' equity
|
718,200
|
676,393
|
|||||
$
|
1,676,307
|
$
|
1,678,548
|
Three
months ended
March 31,
|
|||||||
2005
|
2006
|
||||||
Revenues
|
$
|
164,444
|
$
|
190,169
|
|||
Operating
expenses:
|
|||||||
Cost
of operations
|
94,150
|
113,063
|
|||||
Selling,
general and administrative
|
17,140
|
19,801
|
|||||
Depreciation
and amortization
|
14,612
|
18,232
|
|||||
Gain
on disposal of assets
|
(121
|
)
|
(82
|
)
|
|||
Operating
income
|
38,663
|
39,155
|
|||||
Interest
expense
|
(4,934
|
)
|
(7,494
|
)
|
|||
Other
income (expense), net
|
105
|
(3,993
|
)
|
||||
Income
before income tax provision and minority interests
|
33,834
|
27,668
|
|||||
Minority
interests
|
(2,687
|
)
|
(2,711
|
)
|
|||
Income
from continuing operations before income taxes
|
31,147
|
24,957
|
|||||
Income
tax provision
|
(11,587
|
)
|
(9,234
|
)
|
|||
Income
from continuing operations
|
19,560
|
15,723
|
|||||
Loss
on discontinued operations, net of tax (Note 3)
|
(201
|
)
|
-
|
||||
Net
income
|
$
|
19,359
|
$
|
15,723
|
|||
Basic
earnings per common share:
|
|||||||
Income
from continuing operations
|
$
|
0.41
|
$
|
0.34
|
|||
Discontinued
operations
|
-
|
-
|
|||||
Net
income per common share
|
$
|
0.41
|
$
|
0.34
|
|||
Diluted
earnings per common share:
|
|||||||
Income
from continuing operations principle
|
$
|
0.40
|
$
|
0.33
|
|||
Discontinued
operations
|
-
|
-
|
|||||
Net
income per common share
|
$
|
0.40
|
$
|
0.33
|
|||
Shares
used in calculating basic income per share
|
47,486,402
|
45,669,545
|
|||||
Shares
used in calculating diluted income per share
|
48,878,703
|
47,590,476
|
STOCKHOLDERS’
EQUITY
|
|||||||||||||||||||||||||||||||
COMMON
STOCK
|
TREASURY
STOCK
|
||||||||||||||||||||||||||||||
COMPREHENSIVE
INCOME
|
Shares
|
Amounts
|
ADDITIONAL
PAID-IN
CAPITAL
|
ACCUMULATED
OTHER
COMPREHENSIVE
INCOME
|
DEFERRED
STOCK
COMPENSATION
|
Shares
|
Amounts
|
RETAINED
EARNINGS
|
TOTAL
|
||||||||||||||||||||||
Balances
as of December 31, 2005
|
45,924,686
|
$
|
459
|
$
|
373,382
|
$
|
4,957
|
$
|
(2,234
|
)
|
(106,600
|
)
|
$
|
(3,672
|
)
|
$
|
345,308
|
$
|
718,200
|
||||||||||||
Vesting
of restricted stock
|
19,522
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
Cancellation
of unvested restricted stock
|
-
|
-
|
(372
|
)
|
-
|
-
|
-
|
-
|
-
|
(372
|
)
|
||||||||||||||||||||
Stock-based
compensation
|
-
|
-
|
618
|
-
|
-
|
-
|
-
|
-
|
618
|
||||||||||||||||||||||
Exercise
of stock options and warrants
|
756,638
|
8
|
20,706
|
-
|
-
|
-
|
-
|
-
|
20,714
|
||||||||||||||||||||||
Repurchase
of common stock
|
(2,245,100
|
)
|
(22
|
)
|
(84,236
|
)
|
-
|
-
|
106,600
|
3,672
|
-
|
(80,586
|
)
|
||||||||||||||||||
Cumulative
change from adoption of accounting policy
|
-
|
-
|
(2,234
|
)
|
-
|
2,234
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Amounts
reclassified into earnings, net of taxes
|
-
|
-
|
-
|
(780
|
)
|
-
|
-
|
-
|
-
|
(780
|
)
|
||||||||||||||||||||
Change
in fair value of interest rate swaps, net of taxes
|
-
|
-
|
-
|
2,876
|
-
|
-
|
-
|
-
|
2,876
|
||||||||||||||||||||||
Net
income
|
$
|
15,723
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
15,723
|
15,723
|
||||||||||||||||||||
Other
comprehensive income
|
3,327
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Income
tax effect of other comprehensive income
|
(1,231
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||
Comprehensive
income
|
$
|
17,819
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||
Balances
at March 31, 2006
|
44,455,746
|
$
|
445
|
$
|
307,864
|
$
|
7,053
|
$
|
-
|
-
|
$
|
-
|
$
|
361,031
|
$
|
676,393
|
Three
months ended
March 31,
|
|||||||
2005
|
2006
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
19,359
|
$
|
15,723
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Gain
on disposal of assets
|
(121
|
)
|
(82
|
)
|
|||
Depreciation
|
14,129
|
17,248
|
|||||
Amortization
of intangibles
|
640
|
984
|
|||||
Deferred
income taxes, net of acquisitions
|
(3,018
|
)
|
3,679
|
||||
Minority
interests
|
2,687
|
2,711
|
|||||
Amortization
of debt issuance costs
|
296
|
4,763
|
|||||
Stock-based
compensation
|
255
|
618
|
|||||
Interest
income on restricted assets
|
(70
|
)
|
(141
|
)
|
|||
Closure
and post-closure accretion
|
167
|
149
|
|||||
Tax
benefit on the exercise of stock options
|
2,358
|
-
|
|||||
Excess
tax benefit on the exercise of stock options
|
-
|
(3,353
|
)
|
||||
Net
change in operating assets and liabilities, net of
acquisitions
|
16,184
|
(4,443
|
)
|
||||
Net
cash provided by operating activities
|
52,866
|
37,856
|
|||||
Cash
flows from investing activities:
|
|||||||
Payments
for acquisitions, net of cash acquired
|
(6,719
|
)
|
(3,755
|
)
|
|||
Capital
expenditures for property and equipment
|
(14,315
|
)
|
(19,966
|
)
|
|||
Proceeds
from disposal of assets
|
647
|
171
|
|||||
Decrease
(increase) in restricted assets, net of interest income
|
1,353
|
(276
|
)
|
||||
Increase
in other assets
|
(264
|
)
|
(392
|
)
|
|||
Net
cash used in investing activities
|
(19,298
|
)
|
(24,218
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Proceeds
from long-term debt
|
37,032
|
229,964
|
|||||
Principal
payments on notes payable and long-term debt
|
(26,485
|
)
|
(173,349
|
)
|
|||
Change
in book overdraft
|
(5,916
|
)
|
(1,683
|
)
|
|||
Proceeds
from option and warrant exercises
|
9,285
|
17,361
|
|||||
Excess
tax benefit on the exercise of stock options
|
-
|
3,353
|
|||||
Distributions
to minority interest holders
|
(2,401
|
)
|
(2,058
|
)
|
|||
Payments
for repurchase of common stock
|
(44,941
|
)
|
(80,586
|
)
|
|||
Debt
issuance costs
|
(31
|
)
|
(6,307
|
)
|
|||
Net
cash used in financing activities
|
(33,457
|
)
|
(13,305
|
)
|
|||
Net
increase in cash and equivalents
|
111
|
333
|
|||||
Cash
and equivalents at beginning of period
|
3,610
|
7,514
|
|||||
Cash
and equivalents at end of period
|
$
|
3,721
|
$
|
7,847
|
Three
months ended
March
31, 2005
|
||||
Revenues
|
$
|
1,073
|
||
Operating
expenses:
|
||||
Cost
of operations
|
1,135
|
|||
Selling,
general and administrative
|
99
|
|||
Depreciation
and amortization
|
159
|
|||
Loss
on disposal of assets and operations
|
-
|
|||
Loss
from operations of discontinued operations
|
(320
|
)
|
||
Income
tax benefit
|
119
|
|||
Loss
on discontinued operations
|
$
|
(201
|
)
|
Three
months
ended
March 31,
2005
|
||||
Net
income, as reported
|
$
|
19,359
|
||
Add:
stock-based employee compensation expense included in reported net
income,
net of related tax effects
|
160
|
|||
Deduct:
total stock-based employee compensation expense determined under
fair
value method for all awards, net of related tax effects
|
(1,835
|
)
|
||
Pro
forma net income
|
$
|
17,684
|
||
Earnings
per share:
|
||||
Basic
- as reported
|
$
|
0.41
|
||
Basic
- pro forma
|
0.37
|
|||
Diluted
- as reported
|
0.40
|
|||
Diluted
- pro forma
|
0.36
|
Three
months ended
March 31,
|
|||
2005
|
2006
|
||
Expected
life
|
3
to 4 years
|
4
years
|
|
Risk-free
interest rate
|
3.6%
- 3.8%
|
4.6%
|
|
Expected
volatility
|
20%
|
20%
|
Unvested
Shares
|
Vested
Shares
|
Total
Shares
|
Weighted-Average
Exercise Price
|
||||
Outstanding
at December 31, 2005
|
-
|
5,482,934
|
5,482,934
|
$
25.62
|
|||
Granted
|
341,600
|
1,000
|
342,600
|
34.77
|
|||
Forfeited
|
(6,000)
|
(9,500)
|
(15,500)
|
35.17
|
|||
Exercised
|
-
|
(745,624)
|
(745,624)
|
23.28
|
|||
Outstanding
at March 31, 2006
|
335,600
|
4,728,810
|
5,064,410
|
26.56
|
|||
Exercisable
at March 31, 2006
|
-
|
4,728,810
|
4,728,810
|
25.97
|
Weighted-Average
Remaining
Contractual
Term
(in
years)
|
Aggregate
Intrinsic Value
|
||||
Outstanding
at March 31, 2006
|
7.3
|
$
67,127
|
|||
Exercisable
at March 31, 2006
|
7.1
|
$
65,432
|
Unvested
Shares
|
||||
Outstanding
at December 31, 2005
|
102,867
|
|||
Granted
|
297,800
|
|||
Forfeited
|
(4,941
|
)
|
||
Vested
|
(30,247
|
)
|
||
Outstanding
at March 31, 2006
|
365,479
|
Warrants
|
Weighted-Average
Exercise
Price
|
||||||
Outstanding
at December 31, 2005
|
61,099
|
$
|
23.52
|
||||
Granted
|
-
|
-
|
|||||
Forfeited
|
-
|
-
|
|||||
Exercised
|
(31,050
|
)
|
24.93
|
||||
Outstanding
at March 31, 2006
|
30,049
|
22.06
|
(1)
|
The
land where the expansion is being sought is contiguous to the current
disposal site, and the Company either owns the expansion property
or is
under an option, purchase, operating or other similar agreement;
|
(2)
|
Total
development costs, final capping costs, and closure/post-closure
costs
have been determined;
|
(3)
|
Internal
personnel have performed a financial analysis of the proposed expansion
site and have determined that it has a positive financial and operational
impact;
|
(4)
|
Internal
or external personnel are actively working to obtain the necessary
approvals to obtain the landfill expansion permit;
|
(5)
|
Obtaining
the expansion is considered probable (for a pursued expansion to
be
considered probable, there must be no significant known technical,
legal,
community, business, or political restrictions or similar issues
existing
that could impair the success of the expansion); and
|
(6)
|
The
land where the expansion is being sought has the proper zoning or
proper
zoning can readily be obtained.
|
Final
capping, closure and post-closure liability at December 31,
2005
|
$
|
15,906
|
||
Decrease
in final capping, closure and post-closure liability from changes
in
annual engineering cost estimates
|
(2,630
|
)
|
||
Liabilities
incurred
|
249
|
|||
Accretion
expense
|
149
|
|||
Change
in third party final capping, closure and post-closure
liability
|
(3,504
|
)
|
||
Final
capping, closure and post-closure liability at March 31,
2006
|
$
|
10,170
|
2005
Acquisitions
|
2006
Acquisitions
|
||||||
Assets:
|
|||||||
Accounts
receivable
|
$
|
190
|
$
|
44
|
|||
Prepaid
expenses and other current assets
|
25
|
5
|
|||||
Property
and equipment
|
6,568
|
829
|
|||||
Goodwill
|
390
|
2,181
|
|||||
Long-term
franchise agreements and contracts
|
-
|
61
|
|||||
Other
intangibles
|
-
|
182
|
|||||
Non-competition
agreements
|
38
|
25
|
|||||
Liabilities:
|
|||||||
Accrued
liabilities
|
(797
|
)
|
(242
|
)
|
|||
Total
consideration, net
|
$
|
6,414
|
$
|
3,085
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
Carrying
Amount
|
||||||||
Amortizable
intangible assets:
|
||||||||||
Long-term
franchise agreements and contracts
|
$
|
56,679
|
$
|
(5,817
|
)
|
$
|
50,862
|
|||
Non-competition
agreements
|
4,808
|
(3,588
|
)
|
1,220
|
||||||
Other,
net
|
13,288
|
(2,283
|
)
|
11,005
|
||||||
74,775
|
(11,688
|
)
|
63,087
|
|||||||
Nonamortized
intangible assets:
|
||||||||||
Indefinite-lived
intangible assets
|
23,848
|
-
|
23,848
|
|||||||
Intangible
assets, exclusive of goodwill
|
$
|
98,623
|
$
|
(11,688
|
)
|
$
|
86,935
|
For
the year ended December 31, 2006
|
$
|
3,902
|
||
For
the year ended December 31, 2007
|
3,716
|
|||
For
the year ended December 31, 2008
|
3,569
|
|||
For
the year ended December 31, 2009
|
3,356
|
|||
For
the year ended December 31, 2010
|
3,293
|
December 31,
2005
|
March 31,
2006
|
||||||
Revolver
under Credit Facility, bearing interest ranging from 5.2% to
7.8%*
|
$
|
367,000
|
$
|
227,000
|
|||
2026
Senior Convertible Notes, bearing interest at 3.75%
|
-
|
200,000
|
|||||
2022
Floating Rate Convertible Subordinated Notes, bearing interest ranging
from
4.8% to 5.2%*
|
175,000
|
175,000
|
|||||
2001
Wasco Bonds, bearing interest from 7.0% to 7.3%*
|
12,165
|
11,740
|
|||||
California
Tax-Exempt Bonds, bearing interest ranging from 3.0% to
3.3%*
|
24,045
|
24,045
|
|||||
Notes
payable to sellers in connection with acquisitions, bearing interest
at
5.5%
to 7.5%*
|
7,849
|
4,907
|
|||||
Notes
payable to third parties, bearing interest at 5.1% to
11.0%*
|
10,903
|
9,976
|
|||||
596,962
|
652,668
|
||||||
Less
- current portion
|
(10,858
|
)
|
(8,619
|
)
|
|||
$
|
586,104
|
$
|
644,049
|
Date
Entered
|
Notional
Amount
|
Interest
Rate*
|
Effective
Date
|
Expiration
Date
|
|||||||||
May
2003
|
$
|
87,500
|
2.67
|
%
|
February
2004
|
February
2007
|
|||||||
May
2003
|
$
|
87,500
|
2.68
|
%
|
February
2004
|
February
2007
|
|||||||
March
2004
|
$
|
37,500
|
2.25
|
%
|
March
2004
|
March
2007
|
|||||||
March
2004
|
$
|
37,500
|
2.25
|
%
|
March
2004
|
March
2007
|
|||||||
September
2005
|
$
|
175,000
|
4.33
|
%
|
February
2007
|
February
2009
|
|||||||
September
2005
|
$
|
75,000
|
4.34
|
%
|
March
2007
|
March
2009
|
|||||||
December
2005
|
$
|
150,000
|
4.76
|
%
|
June
2006
|
June
2009
|
Three
months ended
March
31,
|
|||||||
2005
|
2006
|
||||||
Numerator:
|
|||||||
Net
income for basic and diluted earnings per share
|
$
|
19,359
|
$
|
15,723
|
|||
Denominator:
|
|||||||
Basic
shares outstanding
|
47,486,402
|
45,669,545
|
|||||
Dilutive
effect of 2022 Convertible Subordinated Notes
|
178,502
|
615,313
|
|||||
Dilutive
effect of stock options and warrants
|
1,174,792
|
1,254,379
|
|||||
Dilutive
effect of restricted stock
|
39,007
|
51,239
|
|||||
Diluted
shares outstanding
|
48,878,703
|
47,590,476
|
Three
months ended March 31,
|
|||||||
2005
|
2006
|
||||||
Net
income
|
$
|
19,359
|
$
|
15,723
|
|||
Unrealized
gain on interest rate swaps, net of tax expense of $890 and $1,231
for the
three months ended March 31, 2005 and 2006,
respectively
|
1,501
|
2,096
|
|||||
Comprehensive
income
|
$
|
20,860
|
$
|
17,819
|
Three
months ended March 31, 2005
|
||||||||||
Gross
|
Tax
effect
|
Net
of tax
|
||||||||
Amounts
reclassified into earnings
|
$
|
2
|
$
|
1
|
$
|
1
|
||||
Changes
in fair value of interest rate swaps
|
2,389
|
889
|
1,500
|
|||||||
$
|
2,391
|
$
|
890
|
$
|
1,501
|
Three
months ended March 31, 2006
|
||||||||||
Gross
|
Tax
effect
|
Net
of tax
|
||||||||
Amounts
reclassified into earnings
|
$
|
(1,238
|
)
|
$
|
(458
|
)
|
$
|
(780
|
)
|
|
Changes
in fair value of interest rate swaps
|
4,565
|
1,689
|
2,876
|
|||||||
$
|
3,327
|
$
|
1,231
|
$
|
2,096
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
Three
months ended March 31,
|
|||||||||||||
2005
|
2006
|
||||||||||||
Collection
|
$
|
119,082
|
63.5
|
%
|
$
|
140,280
|
64.7
|
%
|
|||||
Disposal
and transfer
|
49,880
|
26.6
|
58,427
|
26.9
|
|||||||||
Intermodal,
recycling and other
|
18,506
|
9.9
|
18,132
|
8.4
|
|||||||||
Total
|
$
|
187,468
|
100.0
|
%
|
$
|
216,839
|
100.0
|
%
|
|||||
Intercompany
eliminations
|
$
|
23,024
|
$
|
26,670
|
March 31,
2005
|
March 31,
2006
|
||||||
Number
of
Sites
|
Total
Tons
|
Number
of
Sites
|
Total
Tons
|
||||
Owned
landfills or landfills operated under life-of-site
contracts
|
25
|
1,436
|
27
|
1,655
|
|||
Landfill
classified as discontinued operations
|
1
|
47
|
-
|
-
|
|||
Operated
landfills
|
8
|
220
|
8
|
269
|
|||
34
|
1,703
|
35
|
1,924
|
Three
months ended March 31,
|
|||||||
2005
|
2006
|
||||||
Revenues
|
100.0
|
%
|
100.0
|
%
|
|||
Cost
of operations
|
57.3
|
59.4
|
|||||
Selling,
general and administrative
|
10.4
|
10.4
|
|||||
Depreciation
and amortization expense
|
8.9
|
9.6
|
|||||
Gain
on disposal of assets
|
(0.1
|
)
|
-
|
||||
Operating
income
|
23.5
|
20.6
|
|||||
Interest
expense, net
|
(3.0
|
)
|
(3.9
|
)
|
|||
Other
income (expense)
|
-
|
(2.1
|
)
|
||||
Minority
interests
|
(1.6
|
)
|
(1.4
|
)
|
|||
Income
tax expense
|
(7.0
|
)
|
(4.9
|
)
|
|||
Loss
on discontinued operations, net of tax
|
(0.1
|
)
|
-
|
||||
Net
income
|
11.8
|
%
|
8.3
|
%
|
Payments
Due by Period
|
||||||||||||||||
Recorded
Obligations
|
Total
|
Less
Than 1 Year
|
2
to 3 Years
|
4
to 5 Years
|
Over
5 Years
|
|||||||||||
Long-term
debt (1),
(2), (3), (4)
|
$
|
652,668
|
$
|
8,619
|
$
|
19,169
|
$
|
408,257
|
$
|
216,623
|
||||||
Total
recorded obligations
|
$
|
652,668
|
$
|
8,619
|
$
|
19,169
|
$
|
408,257
|
$
|
216,623
|
(1)
|
Long-term
debt payments include $227.0 million in principal payments due
2011
related to our senior secured revolving credit facility. As of
March 31, 2006, our credit facility allowed us to borrow up to $850
million.
|
(2)
|
In
April 2006, we announced a plan to redeem $175,000 of the 2022 Notes
which will be funded with borrowings under our senior secured revolving
credit facility. On May 8, 2006, we borrowed $175 million to fund the
2022 Notes redemption and the 2022 Notes have been classified as
long term
as of March 31, 2006 consistent with the maturity date of our senior
secured revolving credit facility.
|
(3)
|
Holders
of the 2026 Notes may require us to purchase their notes in cash at a
price of par plus accrued interest, if any, upon a change in control
of
the Company, as defined in the indenture, or, for the first time,
on
April 1, 2011. Under certain conditions, the 2026 Notes could be
earlier converted.
|
(4)
|
Excludes
future payments of interest expense, as the majority of our recorded
contractual obligations are in the form of variable rate
loans.
|
Amount
of Commitment Expiration Per Period
|
||||||||||||||||
Unrecorded
Obligations
|
Total
|
Less
Than 1 Year
|
2
to 3 Years
|
4
to 5 Years
|
Over
5 Years
|
|||||||||||
Operating
leases (5)
|
$
|
50,427
|
$
|
6,626
|
$
|
10,270
|
$
|
8,070
|
$
|
25,461
|
||||||
Total
unrecorded obligations
|
$
|
50,427
|
$
|
6,626
|
$
|
10,270
|
$
|
8,070
|
$
|
25,461
|
Three
months ended March 31,
|
|||||||
2005
|
2006
|
||||||
Net
cash provided by operating activities
|
$
|
52,866
|
$
|
37,856
|
|||
Change
in book overdraft
|
(5,916
|
)
|
(1,683
|
)
|
|||
Plus:
Cash proceeds from disposal of assets
|
647
|
171
|
|||||
Plus:
Excess tax benefit on the exercise of stock options
|
-
|
3,353
|
|||||
Less:
Capital expenditures
|
(14,315
|
)
|
(19,966
|
)
|
|||
Less:
Distributions to minority interest holders
|
(2,401
|
)
|
(2,058
|
)
|
|||
Free
cash flow
|
$
|
30,881
|
$
|
17,673
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
Date
Entered
|
Notional
Amount
|
Interest
Rate*
|
Effective
Date
|
Expiration
Date
|
|||||||||
May
2003
|
$
|
87,500
|
2.67
|
%
|
February
2004
|
February
2007
|
|||||||
May
2003
|
$
|
87,500
|
2.68
|
%
|
February
2004
|
February
2007
|
|||||||
March
2004
|
$
|
37,500
|
2.25
|
%
|
March
2004
|
March
2007
|
|||||||
March
2004
|
$
|
37,500
|
2.25
|
%
|
March
2004
|
March
2007
|
|||||||
September
2005
|
$
|
175,000
|
4.33
|
%
|
February
2007
|
February
2009
|
|||||||
September
2005
|
$
|
75,000
|
4.34
|
%
|
March
2007
|
March
2009
|
|||||||
December
2005
|
$
|
150,000
|
4.76
|
%
|
June
2006
|
June
2009
|
Controls
and Procedures
|
Legal
Proceedings
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
|
Maximum
|
||||||||||||
Total
Number
|
Approximate
Dollar
|
||||||||||||
of
Shares
|
Value
of Shares that
|
||||||||||||
Total
Number
|
Average
|
Purchased
as
|
May
Yet Be
|
||||||||||
of
Shares
|
Price
Paid
|
Part
of Publicly
|
Purchased
|
||||||||||
Period
|
Purchased
|
Per
Share
(1)
|
Announced
Program
|
Under
the Program (2)
|
|||||||||
1/1/06
- 1/31/06
|
-
|
$
|
-
|
-
|
$
|
122,186
|
|||||||
2/1/06
- 2/28/06
|
209,400
|
36.92
|
209,400
|
114,455
|
|||||||||
3/1/06
- 3/31/06
|
1,929,100
|
37.77
|
1,929,100
|
41,600
|
|||||||||
2,138,500
|
37.68
|
2,138,500
|
(1)
|
This
amount represents the weighted average price paid per common share.
This
price includes a per share commission paid for all repurchases.
|
(2)
|
Gives
effect to increase in authorization under the program announced
on
July 25, 2005.
|
Exhibits
|
Exhibit Number | Description of Exhibits |
3.1
(o)
|
Amended
and Restated Certificate of Incorporation of the Registrant, in
effect as
of the date hereof
|
3.2
(p)
|
Amended
and Restated Bylaws of the Registrant, in effect as of the date
hereof
|
4.1
(a)
|
Form
of Common Stock Certificate
|
4.2
(g)
|
Form
of Note for the Registrant’s Floating Rate Convertible Subordinated Notes
Due 2022
|
4.3
(g) (+)
|
Indenture
between the Registrant, as Issuer, and State Street Bank and Trust
Company
of California, N.A., as Trustee, dated as of April 30,
2002
|
4.4
(q)
|
Note
No. 1 for the Registrant’s new Floating Rate Convertible Subordinated
Notes Due 2022
|
4.5
(q) (+)
|
Indenture
between the Registrant, as Issuer, and U.S. Bank National Association,
as
Trustee, dated as of July 21, 2004
|
4.6
(q)
|
Note
No. 2 for the Registrant’s new Floating Rate Convertible Subordinated
Notes due 2022
|
4.7
(w)
|
Indenture
between the Registrant, as Issuer, and U.S. Bank National Association,
as
Trustee, dated as of March 20, 2006
|
4.8
(w)
|
Registration
Rights Agreement between the Registrant and Citigroup Global Markets
Inc.
and Banc of America Securities LLC, dated March 20,
2006
|
10.1
(c)
|
Second
Amended and Restated 1997 Stock Option Plan
|
10.2
(a)
|
Form
of Option Agreement
|
10.3
(a)
|
Form
of Warrant Agreement
|
10.4
(a)
|
Form
of Stock Purchase Agreement dated as of September 30,
1997
|
10.5
(d)
|
Second
Amended Employment Agreement between the Registrant and Darrell
Chambliss,
dated as of June 1, 2000
|
10.6
(a)
|
Employment
Agreement between the Registrant and Eugene V. Dupreau, dated as
of
February 23, 1998
|
10.7
(a)
|
Form
of Indemnification Agreement entered into by the Registrant and
each of
its directors and officers
|
10.8
(b) (+)
|
Loan
Agreement, dated as of June 1, 1998, between Madera Disposal Systems,
Inc.
and the California Pollution Control Financing
Authority
|
10.9
(f)
|
Employment
Agreement between the Registrant and James M. Little, dated as
of
September 13, 1999
|
10.10
(f)
|
Employment
Agreement between the Registrant and Jerri L. Hunt, dated as of
October
25, 1999
|
10.11
(r)
|
Employment
Agreement between the Registrant and Eric O. Hansen, dated as of
January
1, 2001
|
10.12
(h)
|
Employment
Agreement between the Registrant and Kenneth O. Rose, dated as
of May 1,
2002
|
10.13
(h)
|
Employment
Agreement between the Registrant and Robert D. Evans, dated as
of May 10,
2002
|
10.14
(i)
|
2002
Senior Management Equity Incentive Plan
|
10.15
(i)
|
2002
Stock Option Plan
|
10.16
(j)
|
2002
Restricted Stock Plan
|
Exhibit Number | Description of Exhibits | ||
10.17
(k)
|
Consultant
Incentive Plan
|
||
10.18
(l)
|
Employment
Agreement between the Registrant and Worthing F. Jackman, dated
as of
April 11, 2003
|
||
10.19
(m)
|
Second
Amended and Restated Employment Agreement between the Registrant
and
Ronald J. Mittelstaedt, dated March 1, 2004
|
||
10.20
(o)
|
Nonqualified
Deferred Compensation Plan, dated July 1, 2004
|
||
10.21
(o)
|
2004
Equity Incentive Plan, as amended and restated July 20,
2004
|
||
10.22
(p)
|
Second
Amended and Restated Employment Agreement between the Registrant
and
Steven Bouck, dated as of October 1, 2004
|
||
10.23
(q)
|
Amended
and Restated Revolving Credit and Term Loan Agreement, dated as
of
November 17, 2004
|
10.24
(r)
|
Second
Amended and Restated Employment Agreement between the Registrant
and
Ronald J. Mittelstaedt, dated as of March 1, 2004 (and as amended
March
22, 2005)
|
10.25
(r)
|
Compensation
Plan for Independent Directors, dated March 1, 2005
|
10.26
(s)
|
Amendment
No. 1 to the Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of June 30, 2005
|
10.27
(t)
|
First
Amended and Restated Employment Agreement between the Registrant
and David
M. Hall, dated as of October 1, 2005
|
10.28
(t)
|
First
Amended and Restated Employment Agreement between the Registrant
and David
Eddie, dated as of October 1, 2005
|
10.29
(u)
|
Amendment
No. 2 to the Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of October 19, 2005
|
10.30
(v)
|
Amended
and Restated Revolving Credit and Term Loan Agreement, dated as
of January
12, 2006
|
31.1
|
Certification
of Chief Executive Officer
|
31.2
|
Certification
of Chief Financial Officer
|
32.1
|
Certificate
of Chief Executive Officer and Chief Financial
Officer
|
(a)
|
Incorporated
by reference to the exhibits filed with the Registrant’s Registration
Statement on Form S 1, Registration
No. 333-48029.
|
(b)
|
Incorporated
by reference to the exhibits filed with the Registrant’s Registration
Statement on Form S-4, Registration
No. 333-59199.
|
(c)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form S-8,
filed on July 24, 2000.
|
(d)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on November 14, 2000.
|
(e)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on August 7, 2000.
|
(f)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-K
filed on March 13, 2000.
|
(g)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form S-3
filed on July 29, 2002.
|
(h)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on August 13, 2002.
|
(i)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form S-8
filed on February 21, 2002.
|
(j)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form S-8
filed on June 19, 2002.
|
(k)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form S-8
filed on January 8, 2003.
|
|
|
(l)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on August 13, 2003.
|
(m)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on April 22, 2004.
|
(n)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form T-3
filed on June 16, 2004.
|
(o)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on July 22, 2004.
|
(p)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on October 22, 2004.
|
(q)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-K
filed on February 28, 2005.
|
(r)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on May 3, 2005.
|
(s)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on August 5, 2005.
|
(t)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 8-K
filed on October 4, 2005.
|
(u)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 10-Q
filed on October 27, 2005.
|
(v)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 8-K
filed on January 17, 2006.
|
(w)
|
Incorporated
by reference to the exhibit filed with the Registrant’s Form 8-K
filed on March 23, 2006.
|
(+)
|
Filed
without exhibits and schedules (to be provided supplementally on
request
of the Commission).
|