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Waste Connections, Inc. (NYSE:WCN)

Q4 2013 Earnings Conference Call

February 11, 2014, 08:30 AM ET

Executives

Ronald Mittelstaedt - Chief Executive Officer and Director

Worthing Jackman - Executive Vice President and Chief Financial Officer

Analysts

Hamzah Mazari - Credit Suisse

Derek Sbrogna - Macquarie

Scott Levine - Imperial Capital

Alex Ovshey - Goldman Sachs

Corey Greendale - First Analysis

Joe Box - KeyBanc Capital Markets

Michael Hoffman - Wunderlich Securities

Al Kaschalk - Wedbush Securities

Adam Thalhimer - BB&T Capital Markets

Jeff Osborne - Stifel

Barbara Noverini - Morningstar

Operator

Good day, ladies and gentlemen, and welcome to the Q4 2013 Waste Connections' earnings conference call. My name is Nina, and I'll be your operator for today. (Operator Instructions) I would like to turn the call over to Mr. Ron Mittelstaedt, Chairman and Chief Executive Officer. Please proceed, sir.

Ronald Mittelstaedt

Thank you, operator, and good morning. I'd like to welcome everyone to this conference call to discuss our fourth quarter 2013 results and provide a detailed outlook for the first quarter and full year 2014. I am joined this morning by Worthing Jackman, our CFO, as well as several other members of our senior management team.

As noted in our earnings release, continuing strength in solid waste disposal volumes, E&P waste and roll-off activity enabled us to exceed the upper end of our fourth quarter outlook. In addition, adjusted free cash flow for the full year exceeded $300 million, despite are pulling forward $20 million of capital expenditures ended 2013 to take advantage of bonus depreciation tax benefit as well as additional outlays to construct our new E&P landfill in the West Texas Permian.

The current strength of our solid waste business, the double-digit growth we're already experiencing in E&P waste and capital deployment decisions made in 2013, all set us up well for 2014, uniquely positioning us to both expand margins and more importantly increase free cash flow. Our outlook for 2014 include the 50 basis point year-over-year increase in EBITDA margins and about a 10% increase in free cash flow, excluding the impact of any acquisition that might be completed during the year.

Our expected growth in free cash flow is particularly notable, given the anticipated $50 million increase in cash taxes, resulting from the loss of bonus depreciation and expected higher pre-tax income. The first quarter should put us well on our way to these goals, as we expect year-over-year margins in the period to expand by about 80 basis points and we've already paid about $50 million of debt from free cash flow in January alone.

Before we get into much more detail, let me turn this call over to Worthing for our forward-looking disclaimer and other housekeeping items.

Worthing Jackman

Thank you, Ron, and good morning. We must inform everyone listening that certain matters discussed in this conference call are forward-looking statements, intended to qualify for the Safe Harbors from liability established by the Private Securities Litigation Reform Act of 1995, including statements related to expected volume and pricing trends, expected E&P and special waste activity, expectations regarding period-to-period comparisons, potential acquisition activity, contribution from closed acquisitions or recently opened facilities, the timing of permitting and construction activities and our first quarter and full year 2014 outlook for financial results.

Such forward-looking statements are subject to various risks and uncertainties, which could cause actual results to differ materially from those currently anticipated. These risks and uncertainties are set forth in the company's periodic filings with the Securities and Exchange Commission. Stockholders, potential investors and other participants are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this conference call, and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

On the call, we will discuss non-GAAP measures, such as adjusted EBITDA, adjusted net income and adjusted net income per diluted share and adjusted free cash flow. Please refer to our earnings release for a reconciliation of such non-GAAP measures to the most comparable GAAP measure. Management uses certain non-GAAP measures to evaluate and monitor the ongoing financial performance of our operations. Other companies may calculate these non-GAAP measures differently.

I'll now turn the call back over to Ron.

Ronald Mittelstaedt

Thank you, Worthing. Revenue in the fourth quarter was $485.9 million, up 8.3% over the prior year period. Solid waste price and volume growth in the quarter, were a combined 4.3%, broken down as follows: positive 2.9%, from core price and surcharges; positive 1.4% volume, mostly due to unseasonably strong disposal volumes and roll-off activity; recycling was a negative 0.5% in the period, primarily due to our decision to close and outsource operations at our Tacoma, Washington facility during the third quarter.

We anniversaried the closing of R360 this past October, and are pleased to report that E&P revenue on a pro forma basis in the fourth quarter increased 11% over the prior year period. Revenue increased in all basins, the Texas, Oklahoma and Louisiana, showing the biggest dollar improvement.

Back to solid waste. Growth in core pricing plus surcharges ranged between 2.7% and 3.2% during 2013, and averaged about 2.9%. For 2014, we expect all-in pricing growth to average about 2.6% or slightly below 2013, due to the impact of lower CPIs in our exclusive markets. Pricing growth expectations within our competitive markets remain similar to 2013. Continuing strength in solid waste disposal tonnage and roll-off activity drove better than expected volumes in the fourth quarter.

Landfill volumes on a tonnage basis in the fourth quarter were up almost 11% year-over-year, with all three solid waste streams increasing year-over-year in the period. MSW disposal volumes increased 15%, construction and demolition debris-related volumes grew 11% and special waste volumes were up 5%.

Year-over-year increases in disposal volumes during the quarter peaked in October at 18%, with December showing increases of about 6% adjusted for day counts. Once again, about two-thirds of our landfills reported increases in Q4 disposal tonnage from the prior year period.

Roll-off activity was also notably strong during Q4, reflecting the highest year-over-year quarterly increase in 2013. Roll-off pulls per day were up almost 6% on a same-store basis and revenue per pull increased almost 3%. Areas of strength were very broad based, including Washington, California, Colorado, Kansas, South Dakota, Texas, Oklahoma, Tennessee, and the Carolinas.

Recycling revenue was $15.4 million in the fourth quarter, down about $2 million year-over-year, primarily due to our decision to close and outsource operations at our Tacoma, Washington facility and to reduce production at another facility, as discussed on our previous call.

Prices for OCC or old corrugated containers averaged about $136 per ton during the fourth quarter, down about 1% from the year ago period and down 6% from Q3. Current OCC prices remain relatively unchanged from our Q4 average and we expect recycling revenue in Q1 to be a little more than $14 million, which would be down about $2.5 million year-over-year. These year-over-year declines in recycling revenue should start to abate during the second half of 2014, when we begin to anniversary the revenue impact of our facility closure decisions.

Our decision to outsource recycling operations at a certain facility or to curtail third-party volumes at another are made, as our are other strategic and operating decisions to further improve efficiencies, operating margins and returns on capital, regardless of the impact to revenue. In spite of current commodity prices, we expect our recycling facilities to produce a low-double digit EBITDA margin in Q1. We only note this to address some concerns in the investment community around whether recycling can be a profitable business.

In general, recycling can be a profitable business with acceptable returns in markets where it is regulatorily mandated or where it doesn't cannibalize an operator's disposal facility. We're in markets where it can help an operator avoid paying high tip fees to third-party disposal alternatives. Recycling in most competitive markets, side-by-side with traditional MSW collection is generally a loser, unless subsidized in the system somehow.

Turning now to E&P waste activity. We reported about $64.6 million of E&P waste-related activity throughout our network in the fourth quarter, down just 2.5% sequentially from Q3 despite harsh winter weather conditions in a few basins and normal seasonal declines. Most encouraging though, Q4's E&P revenue was stronger than Q2, just as we had speculated it might be the case earlier in the year, given the ramp and activity during the year coming off of the decline that E&P experienced in the second half of 2012.

As noted earlier, E&P revenue in the fourth quarter on a same-store basis was up 11% year-over-year and we are seeing similar double-digit growth in Q1. Our new E&P waste landfill in the West Texas Permian, and our new mud plant in the North Dakota Bakken, began receiving waste two weeks ago, and should ramp over the next several quarters, providing incremental growth above recent run rate.

The follow-on solid waste acquisition in Minnesota's Twin Cities region, we announced last October, closed as expected on November 1. This was an approximate $25 million annual revenue collection operation that fits nicely with our transferring landfill operations we acquired in that market in 2012.

Total annualized MSW revenue acquired in 2013, including other tuck-ins was about $30 million. When combined with expected revenue from the two new E&P waste facilities, once they fully ramp, expected revenue growth from M&A and E&P permitting activity in 2013 totals between $50 million and $60 million. Both types of investments are for strategic growth, though one outlay flows through CapEx, while the other is reflected in payments for acquisitions.

Regarding the current state of acquisition activity, we continue to see the same trends as noted on previous calls. That is the low interest rate high tax environment, discourages many quality sellers, as do certain sellers outsize expectations currently. We expect a life-changing event, which by their nature are unpredictable. We'll continue to drive many of our M&A transactions in 2014, particularly in solid waste.

And now, I'd like to pass the call to Worthing to review more in-depth the financial highlights of the fourth quarter and to provide you a detailed outlook for both Q1 and the full year 2014.

Worthing Jackman

Thank you, Ron. In the fourth quarter revenue was $485.9 million, an 8.3% increase over the prior year period. Organic growth contributed 4.2% to year-over-year growth and acquisitions completed since the prior year period, net of divestitures, contributed 4.1%.

In Q4, adjusted EBITDA, as reconciled in our earnings release, increased 15.6% to $164.5 million. As a percentage of revenue, this was 33.9% or about 220 basis points above the year-ago period, despite the fact that we had anniversaried the closing of the higher margin R360 acquisition for over two-thirds of the period. We estimate that adjusted EBITDA margins on a same-store basis within our solid waste business expanded about a 100 basis points year-over-year, while margins in our E&P waste business expanded over 400 basis points.

Adjusting for the items reconciled in our earnings release, the following are certain line items that moved to notable amount from the year ago period as a percentage of revenue. Drayage, taxes and pass-through fees decreased 60 basis points; fleet maintenance and repairs expense decreased 40 basis points; SG&A decreased 30 basis points; recycling materials expense and processing fees decreased 25 basis points; fuel expense decreased 25 basis points; labor and supervisor expense decreased 20 basis points; third-party disposable and transferred cost decreased 20 basis points; insurance expense decreased 15 basis points; and real estate cost and third-party equipment rental expenses increased 30 basis points.

Fuel expense in Q4 was about 5.9% of revenue. We averaged approximately $3.65 per gallon for diesel, which was about $0.08 a gallon above the year-ago period and $0.02 below Q3.

Depreciation and amortization expenses for the fourth quarter increased $6.6 million year-over-year and were 12.9% of revenue, up 40 basis points year-over-year, primarily due to higher depreciation expense, a portion of which resulted from our decision to pull-forward CapEx from 2014 and 2013.

Interest expense in the quarter increased $750,000 over the prior year period to $17.9 million due to higher average outstanding balances resulting from the R360 acquisition. Our effective tax rate for the fourth quarter was as expected, 39.2%.

GAAP and adjusted net income per diluted share in the fourth quarter were $0.40 and $0.44, respectively. Adjusted net income includes, among other items, an add-back for the amortization of acquisition-related intangibles.

Adjusted free cash flow in 2013 was $301.6 million or 15.6% revenue consistent with our original outlook for the year. This is despite the higher CapEx related to truck and equipment pull-forward from 2014 and construction of the new E&P landfill. CapEx in 2013 was about $210 million or $25 million higher than our original outlook, which pushes down our expected CapEx in 2014 to between $180 million and a $190 million.

Adjusted free cash flow for the year was 46% of adjusted EBITDA and a 154% of reported net income. These high cash conversion rates are attributed to our differentiated strategy, market selection and discipline around capital deployment.

Looking at our capital structure, debt outstanding at yearend was almost $2.1 billion and our leverage ratio as defined in our credit facility was just under 3.1x debt to adjusted EBITDA. We expect our leverage ratio to improve to about 2.9x at the end of March.

I will now review our outlook for the first quarter and full year 2014. Before I do, we'd like to remind everyone once again that actual results may vary significantly, based on risks and uncertainties outlined in our Safe Harbor statement and our various SEC filings. We encourage investors to review these factors carefully. Our outlook assumes no change in the current economic environment, but it excludes the impact of any additional acquisitions that may close during the year, potential newly permitted E&P waste facilities, and expensing of acquisition-related transaction costs.

Looking first at the full year 2014. Revenue in 2014 is estimated to be between $2.02 billion and $2.04 billion, up about 5% over 2013. Growth within our solid waste business is expected to be approximately 4%, broken down as follows: 2.6% from price increases; 1% volume growth; and 1% net acquisition rollover, offset somewhat by negative 0.5% from recycling. Revenue from our E&P waste business is expected to increase between 12% and 15%.

Adjusted EBITDA in 2014 is estimated to be about 34.6% of revenue. This reflects the consolidated 50 basis points increase over 2013, broken down as follows; 20 to 30 basis points within solid waste and about 200 basis points within E&P waste. As Ron noted earlier, we believe, we're well on our way to achieving this goal, given our expected 80 basis points year-over-year EBITDA margin expansion in Q1.

Depreciation and amortization expense in 2014 is estimated to be about 12.5% of revenue. Closure and post-closure accretion expense as a percentage of is estimated to be approximately 15 basis points in 2014. Operating income for the year is estimated to be approximately 22% of revenue. Net interest expense in 2014 with estimated to be approximately $67.5 million. Our effective tax rate for the year is estimated to be about 39.2%. Non-controlling interest is expected to reduce net income by about $1 million in 2014.

And the two principal components of 2014 free cash flow are expected to be as follows, net cash provided by operating activities for the full is estimated to be approximately 25.5% of revenue and capital expenditures are estimated to be between $180 million and $190 million.

In essence, this results in about a 10% year-over-year increase from free cash flow in 2014, despite a forecast with $50 million increase in cash taxes. CapEx and working capital management decisions made in 2013 positioned us to offset this anticipated 2014 cash tax increase. Again, as Ron mentioned, we're also off to good start for this full year target given January's notable strength in free cash flow.

Turning now to our outlook for Q1 2014. Revenue in the first quarter is estimated to be between $473 million and $474 million, up about 5% over Q1 2013. Solid waste price and volume growth are expected to be about 2.9% and 1.5% respectively. Recycling, intermodal and others should be about a negative 1%. Revenue from E&P waste activity is expected to increase at least 12%.

Adjusted EBITDA for Q1 is estimated to be approximately $157.5 million, reflecting a margin of about 33.3% or 80 basis points above the prior year period.

Depreciation and amortization expense for the first quarter is estimated to be about 12.9% of revenue, consistent with the prior year period as a percentage of revenue. Amortization of intangibles in the quarter is estimated at about $6.7 million or $0.03 per diluted share.

Operating income for the first quarter is estimated to be about 20.4% of revenue. Interest expense in Q1 is estimated be about $17 million. Our effective tax rate in Q1 is estimated to be about 39.2%, and non-controlling interest is expected to reduce net income by about $300,000 in the first quarter.

And now let me turn the call back over to Ron for some final remarks before Q&A.

Ronald Mittelstaedt

Thank you, Worthing. 2013 was a remarkable year for Waste Connections in many ways that reflect our strong and unique corporate culture, including some of the following, a historic low in our safety-related incident rates, we're now running at a risk cost that is nearly 35% lower by a publicly traded peer group due to a dramatically lower frequency of incidents per hours of work.

We're also at a historic high for charitable contributions and support within our local communities. Our annual March golf tournament for children's charity this past year raised almost $400,000 with this year's tournament coming up next month expected to exceed such.

We have expanded our training and development efforts, which now includes five level of multi-day servant leadership training, 24 different leadership webinars topic, along with various others safety, sale and productivity training courses that are ongoing. And our Western region was crowned champion of our first Thursday Night Live football game after defeating an aging corporate team at our annual management meeting in September.

It's especially worth noting that both the highlights we discussed on these calls and the fact, that 2013 was our 10 consecutive year of positive stockholders returns, all results from the tireless efforts of our 7,000 employees. We thank them for their commitment and dedication. As mentioned on our October call, our theme for 2014 is commitment to excellence, which highlights our continuing focus on the fundamentals of our business and the creation of stockholder value.

We believe we are uniquely positioned within the solid waste industry in 2014 to both expand margins and more importantly increase free cash flow. Our results in January and expectations for Q1 should put us well in our way to achieving these goals.

We appreciate your time today and I will now turn this call over to the operator to open up the lines for your questions. Operator?

Question-and-Answer Session

Operator

(Operator Instructions) Your first question is coming from the line of Hamzah Mazari from Credit Suisse.

Hamzah Mazari - Credit Suisse

Just a question on pricing. You spoke of pricing being flat in competitive market relative to 2013 or similar price increase to '13. Maybe give us a sense of, what has to happen in some of these competitive markets to see pricing in '14 accelerate versus '13? Is it all contingent on volume or how should we think about an acceleration in pricing in competitive markets?

Ronald Mittelstaedt

Hamzah, you're correct. We did say that pricing in the competitive markets should be effectively flat with '13. That for us means that it's at about 4% in the competitive market to get the overall guidance that we've given, and that is what we achieved in '13.

For us to improve pricing, I mean we could push pricing harder and we could probably get another 1 point to 1.5 points out of it, but the issue is at what long-term costs, and we tested those waters before and it seems that when we get north of approximately 4% that we start to see accelerated losses that just don't justify it on a long-term basis.

And I think the question's, a larger one too, maybe the competitive market multi urban-centered national players, and for them, I mean obviously they're not achieving anywhere near 4%, but for them to get much higher pricing they just purely need greater volume growth, so that the independents can feast on the new market volume growth rather than on them, and that will allow them a greater pricing umbrella.

Hamzah Mazari - Credit Suisse

On the volume side, would you characterize volumes as being a mixed headwind to you folks right now relative to what you see probably later in the cycle, if commercial starts to pickup?

Worthing Jackman

I think from a headwind standpoint, the biggest headwind we have in '14 is just the stronger comps against '13. When you come off the year of double-digit disposal volume growth, like we had in 2013, and you start anniversarying that like we will be in Q1, those numbers, it is not a deceleration of activity, but those numbers will naturally start shrinking to single-digit growth numbers until you start seeing something different in the economy, whether be increased commercial activity, business starts, household, construction, et cetera.

Ronald Mittelstaedt

The only part of that the headwind, Hamzah, and there is a bit of one that I think all the players face is where you are in the recovery of the waste volumes versus the economic cycle. I mean our sector lag a solid nine to maybe 18 months going into a contraction, so as we go into it, container rates drop and yet we continue to get flat pricing, as our disposal cost reduces. So you get margin expansion at the beginning of the recovery, at the beginning of a recession.

As you come out of the recession, we're going to lag it again nine to 18 months, just because our containers are going to fill, before we're able to adjust service intervals and price increase for customers for good nine to 18 months. So we are in that period, that nine to 18 months period, where the volume, you're seeing it at the disposal side, where you're seeing double-digit increases, but you're not seeing it in our overall collection side, it's just coming through a disposal rate right now. So you're actually getting a margin impact that's negative from that.

Hamzah Mazari - Credit Suisse

And just lastly, and I'll turn it over. On R360, you spoke of mid-teens growth. Could you give us a sense of what you're assuming for linear square footage drilled?

Worthing Jackman

What we're seeing right now is increases in both well counts and linear foot drilled. If you breakdown, that's 12% to 15% growth that we talked about year-over-year. About half of that was expected to come from existing facilities we had in place for both periods and the other half is suppose to come from the two new facilities.

Ronald Mittelstaedt

So it gives you about 5% to 6% increase in linear foot drilled.

Operator

Your next question comes from the line of Derek Sbrogna from Macquarie.

Derek Sbrogna - Macquarie

Just kind of wanted to talk a little bit, dig in a little bit more in the volume here. I remember in Q3, you had said, you thought the volume was going to be in between 0.5% and 1%, came in around 1.4%, you had some positive commentary kind of on the same level for Q1, and then the guidance outlook is around 1% volume. Is there anything we should be thinking about one-time in the volume either in Q4 or Q1 to kind of help us bridge to get to that 1% volume overall for 2014?

Ronald Mittelstaedt

No, there isn't, Derek. I mean roll-off came in, and the construction activity on the West Coast, was better than expected. We had a couple of special waste projects that came in that were a little better than expected. And the guidance of 1%, there is no change in what's occurring in the volume. It's just that in the second half of the year we start anniversarying much tougher comp, because Q3 and Q4 came in quite strong this year. So it's nothing other than that.

Derek Sbrogna - Macquarie

And then on the R360 side, the 400 basis point improvement in margins in Q4 is really exceptional. Can you talk a little bit about what's driving your ability to increase those margins? And have you seen an increased competition in that area or do you think that margin growth is sustainable?

Ronald Mittelstaedt

Well, a couple of things, as far as, do I think we'll continue to expand margins at 400 basis points, absolutely not. Although, we are guiding to increase it almost 200 basis points again in 2014. We are seeing increased competition in some of the basins, not all, but in some of the basins, such as the Bakken, which is a fairly, a very competitive basin. The Eagle Ford, which is a fairly competitive basin.

But the reality is that this is in our business model, which is quite different from many of the other E&P players, we're a disposal-based business for over 85% of what we do, and therefore a fairly high fixed cost business. So as we drive incremental revenue growth, it comes in at exceptionally high margin contribution. And that's what you're seeing. You're seeing the step increases in revenue on effectively a fixed cost structure business.

Operator

The next question comes from the line of Scott Levine from Imperial Capital.

Scott Levine - Imperial Capital

So if you talk about the recycling business, certainly consistent with what you said in the past, but certainly I guess a bearish view with regard to in other way it works in markets where there isn't regulatory support. I was wondering, if your view of the market has gotten more bearish in the last couple of years or whether commodities or there have been any developments or changes that have impacted your view of the recycling business? And whether I'm incorrect in assuming you've got a little bit more bearish with regards to that business in general?

Ronald Mittelstaedt

Scott, our view of the recycling business really hasn't changed. I mean there were others that ran around thinking like to cannibalize their disposal facilities by building $20 million to $25 million most, and now they're calling those write-offs. We just didn't do that. Look, at the end of the day, across the U.S., you can bury a ton of garbage for about $30 a ton and make 40% to 50% margin on it.

It cost between $70 and $120 a ton to process a ton of recyclables. So it's 3x as expensive, to process a ton of recyclables to bury a ton of garbage. So economically it does not make sense, unless it is supported, regulatorily driven and it is cross-subsidized to sell waste as it has been on the West Coast for over 25 years, or you're in a market where maybe you're 50 in parts of the northeast or parts of the pacific northwest or few other parts in the country is $75 to $125 a ton, and you got that disposal avoidance, which has been similar to your process and cost per ton.

Our view of recycling is you got to charge the customer for a cost of processing, and then you got to have some sort of participation on the commodity with regard to above a certain rate. You give a certain percentage back below a certain floor, you get a certain amount of credit from the customer, because it is just a business on its own, as people are seeing is a volatile business. It looks great at $200 a ton commodity. That works in a model all day long. On $120, it doesn't.

Scott Levine - Imperial Capital

One follow-up on the balance sheet maybe in capital deployment plans. It sounds like there hasn't been much change in the acquisition pipeline. It sounds like you're going to be under 3x levered at your end of Q1. Could you comment with regard to where you see the balance sheet, necessarily being under-levered or when we might be able to think about share buybacks reentering the picture from capital a returns perspective?

Worthing Jackman

I mean, look, when we closed the R360 deal back in the fall of '12, we said at that point in time, that once the leverage fell below 3x, we look at trying to buyback back on subject to what our crystal said for growth outlay. And we speculated that that would be in Q1 of '14, and here we are, and nothing's changed. The balance sheet is expected to go below 3x and we'll be making that assessment during the quarter.

Operator

Your next question comes from the line of Alex Ovshey from Goldman Sachs.

Alex Ovshey - Goldman Sachs

In your outlook for the 50 basis point expansion EBITDA margin, I'm curious if you can talk to what you're modeling in for cost inflation across the legacy business and the E&P business? And how does that compare relative to 2013?

Worthing Jackman

If you look at the couple of items, generally, inflation is running between 2.2% and 2.4%. There is some line items that are running above that, like our forecast for medical expense, under Obamacare. There are some items of costs that are increasing within E&P, as go to some startup cost for new facilities. So that's driving a few things. The project development cost around E&P is also driving some cost inflation there above inflation. But again, overall, if you put it in the mix, solid waste in spite of that is forecasted to grow again in that 20 basis points to 30 basis points and E&P about 200 basis points.

Alex Ovshey - Goldman Sachs

And is there any update on optimization of the tax structure, potentially either moving some of the assets within MLP or REIT structure. Any updated on that front?

Worthing Jackman

No, no update. I think we addressed it back in our call in really April, July and October last year, and that is something we just continue to monitor. It's not a kind of a front page issue for us. As we said with regards to E&P business, once it got to a $400 million $500 million run rate, we think it might make sense to look at an MLP, because in the meantime we have a tax shelter on our basis on acquisition. With regards to solid waste, again it's more, and if we think we know how to get it done, if we chose to pursue it, it's more an issue looking at it permit-by-permit to see what's possible on local level.

Alex Ovshey - Goldman Sachs

And just one last one from me. Interesting to hear you talk about positive working capital benefits as a partial offset to the increased cash taxes. Can you just provide a little more color around what you're doing there? And how long is that tail? Is that a benefit that you think you have in '14 or do you think you're going to extend it out over the next couple of years?

Worthing Jackman

I think it's a two-step thing. If you look at first off December versus January, that's just a timing issue of cash flow. As we said already, free cash flow in January alone with almost $60 million and we repaid about $50 million just in the month alone. So with regards to Q4 versus Q1, that's a timing issue. I don't see that's giving not giving any more in the future, but I think the step improvement that we think we'll see, that's not baked into our numbers.

There's a continuing focus on improving DSOs around the E&P business. I mean E&P business has a longer DSO than solid waste business. Last year we were successful in reducing the number of days by almost 20% and we have another goal this year to get about another 20% out of the days on the DSO side of E&P. That's not baked in. It's a challenge, but we challenged our folks in that segment to do so.

Operator

Your next question comes from the line of Corey Greendale from First Analysis.

Corey Greendale - First Analysis

Couple of questions. So first of all, if you look at the comps this year, you have much easier comp on the volume side in Q1, maybe the rest of the year. Can you just help us think about how to be spending the volume as we go through the quarter to prevent any surprises later?

Worthing Jackman

Let me just start first off, because, it's a good question you asked. Just to calibrate people as they think through the quarter, because often times folks focus on one quarter and not the balance of the quarters, in essence, if we step back and model the business, we're guiding we've had a 5% or so revenue growth year-over-year.

So first thing you ask yourself is when you run your model is how do I compare myself quarter-over-quarter versus a 5% or so year-over-year increase. That's the first thing from a revenue standpoint. From a margin standpoint, obviously we're 80 basis points in Q1, that means Q2, Q3, Q4 are probably, 40 to 50 basis points up year-over-year from a margin standpoint.

When you translate that into volume growth, Q1 will likely be the peak at 1.5%, so that's the easiest comp year-over-year. And Q3 is probably our toughest comp when we reported over 2% volume growth last year. And so you're peak in Q1; Q3 is the weakest, but still positive; and Q2 and Q4 kind of wrapped around those two numbers. With regards to cash flow, obviously Q1 is always our strongest quarter for free cash flow. Last year, we did a $100 million in the quarter, and I expect, we'll do that more this Q1.

Corey Greendale - First Analysis

And specifically, especially are you assuming that it's still a positive year-over-year in '14?

Worthing Jackman

Every year we speculate that it would be no better than flat year-over-year because, '10, '11, '12 and now '13 were strong years. Our outlook this year is once again, it would be about -- flat would be a good number, if we're able to hold that flat.

Corey Greendale - First Analysis

On the E&P side, could you just give us current outlook in terms of long-term growth there? And how much of a growth do you expect to be, just the market versus opening new facilities on an organic basis versus acquisitions?

Ronald Mittelstaedt

Corey, again, it's hard to project that if you listen to what the major production companies are saying over sort of '15 through '17, at least, so '14, '15, '16, and '17, in that four years, we're talking about approximately 5% to 6% increase in capital spend and linear foot drilled. So if we retain our share of that drilling activity that would grow the business 5% to 6% on a revenue basis and then new projects would be on top of that.

And obviously, as the denominator gets larger, that gets tougher, but I would say, if you assumed another 1% to 3% in new facility development a year, you're getting yourself in that 6% to 9% range on organic growth. And again, all of this assumes no regulation change.

And as we have said all along, remember over half the drilling in the U.S. in the major shared basins today is going into reserve pit versus offsite disposal. We believe state-by-state and ultimately federally that is going to change. And as it does the addressable market changes dramatically. So our guidance with regard to revenue growth all assumes no regulatory change. If that happens the acceleration is much greater.

Operator

Your next question comes from the line of Joe Box from KeyBanc Capital Markets.

Joe Box - KeyBanc Capital Markets

Question for you on the guidance, my math implies incremental EBITDA margin at about 37% at the midpoint. Now if you go back to '04, that's north of your average incremental in the low 30s. I guess, what's your conviction level to get a higher incremental margin in '14 and maybe some of the bigger levers that you can pull to drive it even higher?

Worthing Jackman

Look, it's the different mix. E&P being up 200 basis points is a big driver to incremental margins. Obviously, we're also anniversarying some of the start-up costs that we had last year within E&P in the Eagle Ford Basin and some water off-take cost that we called out last year out in the Mexico Permian, so all these items anniversaried themselves to provide that kind of appearance of higher incremental for the contribution this year.

Ronald Mittelstaedt

And Joe, the obvious one is that with 40% plus gross margin. If we're getting 3% on the price side and we're holding cost to, call it, Q2 to Q4 as Worthing mentioned, you're getting fairly good margin expansion for your price as well. So the one that you have the most control of is what you're able to do on price side and then what you're able to hold your cost to. I mean we think we guided pretty optimally to that one to be quiet honest, that that's also where we're getting this.

Joe Box - KeyBanc Capital Markets

And just switching gears to CapEx, just overall capacity within your system. Even if you account for the $20 million of CapEx pull forward from 2014, it looks like your CapEx numbers as a percent of sales will actually be a little bit less than your average. Can you maybe just speak to where you're at regionally from a capacity standpoint? Where do you need to make some investments, because the business has been pretty strong for the last few years? Whereas maybe where do you think you still have some excess capacity?

Ronald Mittelstaedt

Really the reason that the CapEx number falls off in '14 as a percent of revenue, Joe, is if you look for the last three and maybe four years now, we have had the benefit of bonus depreciation for four years and we have accelerated and increased our capital spending in each of those years beyond sort of our guidance of approximately 10% to 11% of revenue.

So we've done that to take advantage of that bonus depreciation, knowing that eventually it will kind of fire and it finally has for '14. So I would tell you that it's not that 2014 is necessarily artificially low, its that the previous four years have actually been a little artificially high by design. And so there's no way really that we feel that we've got an incremental investment for our infrastructure or our asset base to improve.

Worthing Jackman

So there is no catch-up CapEx that needs to be done on our system like some other companies talk about. You look at our CapEx just kind of longer-term, it's about 9.5% to 10% of revenue input, with about 9% being base CapEx and a 0.5 point to 1 point for growth capital. I mean if you look at our forecast this year, if you take 9.5% at the midpoint of our revenue, that's about a $190 million to $195 million, we guided the $180 million to $190 million. So it's not out of line.

Joe Box - KeyBanc Capital Markets

Just one clarification and then I'll turn it over. Ron, I think you mentioned earlier the cadence of growth within your landfill volume, optically that the up 18% in October going down to 6% growth in December looks pretty meaningful. But correct me if I am wrong, are comps tougher in December from Sandy?

Ronald Mittelstaedt

Yes, comps are tougher from Sandy, that's correct. And the comps get tougher in Q1 as well. Remember last year in the first quarters, when we said, we were notably surprised by the increase in volumes, beginning of January, around MSW last year. So I wouldn't be surprise if that trend of up single-digits in December continued in the January. I think January was similar to December and up 5% or 6% or so and so it's likely that Q1 will look similar to that. Especially the weather, I mean we've obviously seen some weather issues that are baked into our outlook and also expect some additional weather issues this week as that storm moves up through the mid-Atlantic.

Operator

Your next question comes from the line of Michael Hoffman.

Michael Hoffman - Wunderlich Securities

So is any growth capital being invested on the aging management team?

Ronald Mittelstaedt

Yes, it is. We are taking incremental vacations.

Worthing Jackman

We're going to bench for a new quarterback this upcoming years.

Ronald Mittelstaedt

We definitely need too.

Michael Hoffman - Wunderlich Securities

Talking about the energy waste business and regulatory changes, there have been some moves in 2013, and particularly it seem to have a little bit more momentum coming out of '13 going into '14. The North Dakota being a lot more focused on the difference between water-based margin and oil-based margin, oil-based, if you will solid waste. So can you frame a little bit about sort of a pattern that's evolving because there is a trend there? And then in that context, what did you see in shifting of outsourcing versus your growth is just the organic within existing business model, customer base you were doing, is there incremental outsourcing occurring?

Worthing Jackman

Actually, that's a more important improving trend is the incremental outsourcing. You've got larger E&P companies, our customers predominantly are E&P customers, and those customers are making the decisions more often to outsource. It may take some time internally to implement that policy, but at the upper levels they're making that decision.

And so I think that, while the regulatory backdrop has some people looking at whether it be more towards the new landfills periodically or there'll be some mistake, some people make and putting reserve pits on top of aquifers and causing a big stir in those states. All of that continues to drive increased awareness at the customer level to outsource.

Michael Hoffman - Wunderlich Securities

And then if we could shift to volume, as you see that very healthy MSW trend that was occurring in '13, and it can't hold at that pace forever, but it was a nice recovery trend. What you think the mix of it was in the context of whether it was residential or small container or other? Do you have feel for that?

Ronald Mittelstaedt

I don't have it exact, Michael, but I would tell you that it was much more driven toward commercial roll-off system and construction than it was residential. I mean residential has remained for us very, very consistent. It sort of peaked at around 58 pounds a home, a month, at back in the '06, '07, early '08 timeframe. It got down to as low as maybe 54 pounds to 55 pounds. And so it just doesn't move that much for us, for home. But the commercial moved quite a bit. And so that's definitely where we saw it.

Michael Hoffman - Wunderlich Securities

So on that beam, when you couple that with, you had pretty healthy comps in C&D as well. Where are we in this inevitable service interval upgrade and new business formation environment? And there's enough volumes rolling that are you getting a feel for, that you can see the light, might be the size of a pinhead, but you can see it or is it still early?

Ronald Mittelstaedt

I think that you can, Michael. As I said earlier, I can't remember who had asked the question, and you followed this sector longer than anyone. So you know, I mean we clearly lag going in a good nine to 18 months, and don't have to start addressing sort of a downward, as we go into a contraction, and we clearly lag nine to 18 months coming out.

So I mean I think we all agree that certainly in '13 the economy was at least stable to improving and continue to do that throughout the year. So if you accept sort of the midpoint of '13 as the time for our business, the economy really was improving. I would say that by the second and third quarter of '14, we ought to be seeing service increases and pricing opportunities to allow us to get back on the front side of the equation relative to where we are right now.

I mean in the fourth quarter, our service increases outpaced our service decreases by a nominal amount. It did that in the third quarter too, but it was a very nominal amount. Our new business starts outpaced our closed in and launched businesses in the fourth quarter, and it's been a while since that had occurred. So it is there statistically, it's just not meaningful yet.

Michael Hoffman - Wunderlich Securities

And then, Worthing, on working capital, can you frame for us the difference between the dollars of sales, related working capital and solid waste versus energy waste?

Worthing Jackman

Energy waste, as I said before, has a longer DSO cycle. So energy waste can run DSOs between really 60 and 70 days, where solid waste net of deferred revenue normally runs a DSO in the high-20s to low-30s. And so if you look at it that way, you can see how growth within energy waste would have a slight pull on some working capital, unless we can shrink those DSOs during the year to offset it. Whereas solid waste, you don't see a much pressure on that.

Michael Hoffman - Wunderlich Securities

And then, so to frame your incremental 20%, if I take the midpoint of 65, so I should take like 13 days off for that as a target?

Ronald Mittelstaedt

Well, we have been talking about between 10 and 12. That's right.

Operator

Your next question comes from the line of Al Kaschalk from Wedbush Securities.

Al Kaschalk - Wedbush Securities

I want to go back on the pricing. If I did my math right, are you seeing a flat in secondary markets and implies 60 basis points of headwind in your franchise markets?

Ronald Mittelstaedt

Not quite, but nearly. We are projecting between 2 and 2.2 in our franchise markets right now for '14, Al. And we were a little north of that in '13. So Worthing, tell me that.

Worthing Jackman

2 to 3.2 was in '13 and in '14 it's about 1.6.

Al Kaschalk - Wedbush Securities

So maybe I'll try at another angle. What I am struggling with is how you bridge 80 basis points of margin on EBITDA in Q1 this '14 versus '13? And then maybe in context to the answering that because of mix in there, your margin profile on E&P versus the MSW EBITDA margin?

Worthing Jackman

Al, the answer is easy, and it's really what's going on in E&P. And that we said Q4 of '13 we're up 400 basis points year-over-year. Q1 is likely up 300 basis points or so, because of some of the cost issues that we had in our numbers in Q1 of '13. And so I'd say the outsized margin expansion relative to the guidance for the full year that we'll seen in Q1 is more of a kind of an outsized performance of the E&P.

And again, if you look back on E&P, as we're getting to Q2 and Q3, we're running at more normalized margins, and so you start seeing the year-over-year increase in E&P start abating a little bit, so it's not. If 300 basis points or more is the first quarter average and the full year is 200, obviously the balance of the year is slightly less than 200 basis points potentially.

Al Kaschalk - Wedbush Securities

And that's assuming about 13%, 14% of revenue is from E&P, is that fair?

Worthing Jackman

Well, given its growth rate relative to solid waste, if it was 13% last year, right, it creeps up a little bit about 13% in 2014.

Al Kaschalk - Wedbush Securities

And then finally, just to touch on the Q4 volume. Ron it was a surprise to me that Christmas came in December this year. So I don't know if you can talk about what was the surprise on volumes, particularly in December?

Ronald Mittelstaedt

Well, the only thing that was a surprise, a favorable surprise, was that we saw roll-off accelerate in the fourth quarter to the greatest amount that it had in for all four quarters of 2013. And it held up very nicely instead of dipping seasonally, as it often does, particularly on the West Coast. And Washington, Oregon, California, Colorado, it held up and actually accelerated, as we said in our commentary. So I think that was probably the surprise.

It's been a very, up till literally the last week or so, a very mild, a drought year on the West Coast. And construction has continued through into December and to January on the West Coast, where in previous periods the limited construction and it would shutdown in the fourth quarter. So I think what was the only surprise than it helped us, was the mild West Coast weather in the fourth quarter.

Operator

Your next question comes from the line of Adam Thalhimer from BB&T Capital Markets.

Adam Thalhimer - BB&T Capital Markets

In terms of the commercial volumes, you said maybe you could start to see more Q2, Q3 of this year. What's baked in the guidance for that?

Ronald Mittelstaedt

Well, when I say, you're going to see more, what you would see is the ability to get the price recovery out of the incremental volume that's in the disposable system from your commercial network, is what we mean by that. And there's really nothing, to be honest, nothing is baked into our guidance for that, because that's too hard to project when and to what magnitude it's going to happen.

We've been hoping that it would turn quicker for a while. So I wouldn't expect that to be material in any manner to our guidance. But what it would show up as is, a bit of improved pricing and a bit of improved volume relative to our current guidance.

Adam Thalhimer - BB&T Capital Markets

And then, just wanted to ask quickly on the C&D business. What percentage of revenue is there now versus the trough and peaks last cycle?

Worthing Jackman

It probably peak close to 10%, 11% or so of revenue, probably trough mostly in the 5%. And we're likely back to that 7% to 8% range.

Operator

Your next question comes from the line of Jeff Osborne from Stifel.

Jeff Osborne - Stifel

Just two questions I wanted to dig into a little bit, if you don't mind. On the role of dynamics improvement that your referenced, Ron, in Q4. Can you just touch on the pricing environment that you're seeing are those in Q4 and early Q1, given the West Coast?

Ronald Mittelstaedt

Well, I mean the price environment on the West Coast is a little bit not relevant up to the pricing discussion, only because the predominant amount of it is fixed to do our franchise environment of roll-off on the West, and much of West Coast. Not all of the West Coast, but the predominant amount of it for us. Overall, our roll-off price per pull was up about 3% in Q4 on a 6% growth in pull in Q4.

So roll-off was strongly up in Q4. We're seeing that dynamic on a price per pull. It's very early, it's only one month in the quarter. We estimate that it will be approximately the same right now, but might come down some, because you start to get greater seasonality in Q1, which tends to pull your price per pull down a little bit, but that's what it was in Q4.

Jeff Osborne - Stifel

Just one clarification there, a point of education for me, on the recycling side you mentioned on the regulatory support market, can you just touch on your volumes, how much are exposed to markets with regulatory support? And then if you could take just swag at what you think the industry is as a whole nationwide?

Ronald Mittelstaedt

Yes. Well, I can certainly do all, that's a lot of easier. Over 80% of ours is regulatory support is on the West Coast and that's probably a conservative number. It might be closer to 85% to 90% of our total volume. And for the industry, I would, and I'm going to use the national players and the public companies as the industry, if you want me to do that, I'd say it's inverted. I'd say, there at about 20% supported and 80% are competitive market-exposed.

Operator

Your next question comes from the line of Barbara Noverini and that's from Morningstar.

Barbara Noverini - Morningstar

Can you please remind us how many of your MSW landfills now have permits in place to accept E&P waste? And whether you're in process over expecting to modify additional permits in 2014?

Worthing Jackman

If you look at 2013, I think it was 13 of our traditional MSW landfills took E&P waste. That was up from 12 in the prior year. I don't know if that's related to what the final statistics are in a year, maybe this year we'll do 14. But no, we're not working on any other permit modifications at all.

Barbara Noverini - Morningstar

And then, are these volumes priced higher at the gate or is the benefit of your higher volumes leading to better incremental margins for these facilities?

Worthing Jackman

Well, again landfills volumes, whether it'd be MSW, C&D, special waste or E&P typically come in at higher contribution margins. As Ron said earlier, given the higher fixed-cost nature of such facilities, they have fairly strong flow-through.

Operator

Thank you. There are no further questions.

Ronald Mittelstaedt

Well, I guess there are no further questions. On behalf of our entire management team, we appreciate your listening to and interest in our call today. Worthing and Mary Anne are available today to answer any direct questions we did not cover that we are allowed to answer under Regulation FD and Regulation G. We thank you again for your interest and we look forward to speaking with you at upcoming investor conferences or on our next earnings call. Thank you.

Operator

Thank you, sir. Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a good day. Thank you.

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