- Adjusted EBITDA margin1 of 31.1%, highest in
Company's history and an increase of 300 basis points over prior
year
- Net Leverage1 of 4.05x, lowest in
Company's history
- Environmental Services sale process remains on track with
expected net proceeds of at least $6
billion
- Solid Waste price of 6.0% excluding the impact of
divestitures (5.8% including the impact of divestitures),
ahead of expectations
- Solid Waste volumed improved sequentially by 90 basis
points, ahead of expectations
- Adjusted EBITDA1 of $625.9
million, increase of 18.0%; Adjusted Net
Income1 of $126.1 million;
Net income of $110.6 million
- Adjusted Cash Flows from Operating Activities1 of
$377.6 million; cash flows from
operating activities of $347.1
million; Adjusted Free Cash Flow1 of $225.4 million
- Year-to-date completed acquisitions generating approximately
$115 million in annualized
revenue
VAUGHAN,
ON, Nov. 6, 2024 /PRNewswire/ - GFL
Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL", "we" or "our")
today announced its results for the third quarter of 2024.
"Once again, the dedication of our over 20,000 employees
delivered consistent high-quality results across all our financial
metrics," said Patrick Dovigi,
Founder and Chief Executive Officer of GFL. "Our continued focus on
strong execution generated industry leading Adjusted EBITDA
margin1 expansion of 300 basis points over the prior
year quarter, the highest in GFL's history. Consistent with our
capital allocation plan for the year, we deployed $96.4 million in incremental growth initiatives
during the quarter, primarily related to extended producer
responsibility and RNG opportunities, and $47.4 million in tuck-in acquisitions. Inclusive
of the impact of these investments and acquisitions, we achieved
Net Leverage1 of 4.05x, the lowest in our company's
history."
"We are also tracking in line to achieve our 2024 capital
allocation targets, including the deployment of approximately
$900 million into M&A and
incremental growth investments." Mr. Dovigi added, "Given our
strong results year to date, we are confident in our ability to
deliver on our 2024 key guidance metrics and are well positioned
for another year of outsized margin expansion and growth in
2025."
Mr. Dovigi continued, "In August we announced our plans to
further evaluate the potential sale of our Environmental Services
business. We launched a robust process in September and have
received several expressions of interest from highly reputable
potential buyers at valuations that should net a minimum of
$6 billion in after tax proceeds with
which we expect to repay at least $3.5
billion of debt with the remainder available to be used for
share buybacks and general corporate purposes. We are working with
our advisors on assessing the bids, with a view to executing an
agreement prior to the announcement of our 2024 year-end
results."
Mr. Dovigi concluded, "Today we are also announcing a change to
our leadership team. As part of our long-planned succession
process, effective January 1, 2025,
Greg Yorston will transition the
role of Chief Operating Officer to Billy
Soffera, our current EVP of Solid Waste Operations and will
continue in an advisory role until the end of 2025 to ensure an
orderly and seamless transition. Over the past six years, Greg has
been instrumental in executing our growth strategy and instilling
operational discipline across the enterprise. We are fortunate that
we will continue to benefit from his leadership during this
transitional period. Billy has decades of industry experience and
has been a critical member of our operational leadership team since
joining GFL in 2021. Billy's depth and breadth of experience,
combined with his institutional knowledge of our business, make him
uniquely positioned to advance our operational and growth
strategy."
Third Quarter Results
- Revenue of $2,014.7 million in
the third quarter of 2024, increase of 9.3% excluding the impact of
divestitures (6.6% including the impact of divestitures), compared
to the third quarter of 2023.
- Solid Waste revenue of $1,554.2
million, including 6.0% from core pricing partially offset
by volume decreases of 0.8%.2
- Environmental Services revenue of $460.5
million, compared to $447.0
million in the prior year period which included
approximately $20.6 million of
revenue associated with an unseasonably high level of large event
driven business. Excluding the impact of this outsized activity in
the prior year period, revenue increased by 7.9%.
- Adjusted EBITDA1 increased by 18.0% to $625.9 million in the third quarter of 2024,
compared to $530.3 million in the
third quarter of 2023. Adjusted EBITDA margin1 was 31.1%
in the third quarter of 2024, compared to 28.1% in the third
quarter of 2023. Solid Waste Adjusted EBITDA margin1 was
34.8% in the third quarter of 2024, compared to 31.4% in the third
quarter of 2023. Environmental Services Adjusted EBITDA
margin1 was 32.2% in the third quarter of 2024, compared
to 31.1% in the third quarter of 2023.
- Net income was $110.6 million in
the third quarter of 2024, compared to net income of $18.3 million in the third quarter of 2023.
- Adjusted Free Cash Flow1 was $225.4 million in the third quarter of 2024,
compared to $276.0 million in the
third quarter of 2023. The decrease of $50.6
million was predominantly due to the timing of cash taxes
related to divestitures and incremental growth investments, offset
by an increase in cash flows from operating activities.
Year to Date Results
- Revenue of $5,876.1 million for
the nine months ended September 30,
2024, an increase of 9.0% excluding the impact of
divestitures (4.3% including the impact of divestitures), compared
to the nine months ended September 30,
2023.
- Solid Waste revenue of $4,567.6
million, including 6.7% from core pricing, partially offset
by volume decreases of 1.8%.2
- Environmental Services revenue of $1,308.5 million, compared to $1,265.8 million in the prior year period which
included approximately $81.8 million
of revenue associated with an unseasonably high level of large
event driven business. Excluding the impact of this outsized
activity in the prior year period, revenue increased by 10.5%.
- Adjusted EBITDA1 increased by 14.3% excluding the
impact of divestitures (10.7% including the impact of divestitures)
to $1,672.7 million for the nine
months ended September 30, 2024,
compared to the nine months ended September
30, 2023. Adjusted EBITDA margin1 was 28.5% for
the nine months ended September 30,
2024, compared to 26.8% for the nine months ended
September 30, 2023. Solid Waste
Adjusted EBITDA margin1 was 32.8% for the nine months
ended September 30, 2024, compared to
30.7% for the nine months ended September
30, 2023. Environmental Services Adjusted EBITDA
margin1 was 28.4% for the nine months ended September 30, 2024, compared to 27.9% for the
nine months ended September 30,
2023.
- Net loss was $538.2 million for
the nine months ended September 30,
2024, compared to net income of $94.3
million for the nine months ended September 30, 2023. Net loss includes a non-cash
loss resulting from the divestiture of certain U.S. assets
completed in the current period.
- Adjusted Free Cash Flow1 was $460.2 million for the nine months ended
September 30, 2024, compared to
$235.8 million for the nine months
ended September 30, 2023. The
increase of $224.4 million was
predominantly due to an increase in cash flows from operating
activities from a reduction in cash interest paid, as well as
timing of capex payments.
______________________
|
(1)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(2)
|
Reflects pro forma
adjustments to remove the contribution of three non-core U.S Solid
Waste businesses that were divested in Fiscal 2023 and one
divestiture in the current year. Refer to "Supplemental Data" for
details.
|
Q3 2024 Earnings
GFL will host a conference call related to our
third quarter earnings on November 7,
2024 at 8:30 am Eastern Time.
A live audio webcast of the conference call can be accessed by
logging onto our Investors page at investors.gflenv.com or by
clicking here. Listeners may access the call toll-free by dialing
1-833-950-0062 in Canada or
1-833-470-1428 in the United
States (access code: 836126) approximately 15 minutes prior
to the scheduled start time.
We encourage participants who will be dialing in to pre-register
for the conference call using the following link:
https://www.netroadshow.com/events/login?show=0c5465fe&confId=71726.
Callers who pre-register will be given a conference access code and
PIN to gain immediate access to the call and bypass the live
operator on the day of the call. Participants may pre-register at
any time, including up to and after the call start time. For those
unable to listen live, an audio replay of the call will be
available until November 21, 2024 by
dialing 1-226-828-7578 in Canada
or 1-866-813-9403 in the United
States (access code: 637858).
About GFL
GFL, headquartered in Vaughan,
Ontario, is the fourth largest diversified environmental
services company in North America,
providing a comprehensive line of solid waste management, liquid
waste management and soil remediation services through its platform
of facilities throughout Canada
and in more than half of the U.S. states. Across its
organization, GFL has a workforce of approximately 20,000
employees.
For more information, visit the GFL web site at gflenv.com. To
subscribe for investor email alerts please visit
investors.gflenv.com or click here.
Forward-Looking Information
This release includes certain "forward-looking statements" and
"forward-looking information" (collectively, "forward-looking
information") within the meaning of applicable U.S. and Canadian
securities laws, respectively. Forward-looking information includes
all statements that do not relate solely to historical or current
facts and may relate to our future outlook, financial guidance and
anticipated events or results and may include statements regarding
our financial performance, financial condition or results, business
strategy, growth strategies, budgets, operations and services.
Particularly, statements regarding our expectations of future
results, performance, achievements, prospects or opportunities, the
markets in which we operate, potential asset sales, potential
deleveraging transactions, potential share repurchases or potential
strategic transactions are forward-looking information. In some
cases, forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "targets", "expects"
or "does not expect", "is expected", "an opportunity exists",
"budget", "scheduled", "estimates", "outlook", "forecasts",
"projection", "prospects", "strategy", "intends", "anticipates",
"does not anticipate", "believes", or "potential" or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "would", "might", "will", "will be
taken", "occur" or "be achieved", although not all forward-looking
information includes those words or phrases. In addition, any
statements that refer to expectations, intentions, projections,
guidance, potential or other characterizations of future events or
circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts nor
assurances of future performance but instead represent management's
expectations, estimates and projections regarding future events or
circumstances. Without limiting the foregoing, there can be no
assurance that GFL will complete the proposed sale of its
Environmental Services business or if so that the pre or after tax
proceeds to GFL or any consequential debt repayment will be in an
amount or on terms as favorable to GFL as is anticipated by such
forward looking information, or that GFL undertakes any share
buy-back or if so as to the size, price or other terms thereof or
its success.
Forward-looking information is based on our opinions, estimates
and assumptions that we considered appropriate and reasonable as of
the date such information is stated, is subject to known and
unknown risks, uncertainties, assumptions and other important
factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to certain assumptions set out herein; our ability
to obtain and maintain existing financing on acceptable terms; our
ability to source and execute on acquisitions on terms acceptable
to us; our ability to find purchasers for and complete any
divestiture of assets on terms acceptable to us; our ability to use
the proceeds of any such asset divestiture for deleveraging or
potential share repurchases; currency exchange and interest rates;
commodity price fluctuations; our ability to implement price
increases and surcharges; changes in waste volumes; labour, supply
chain and transportation constraints; inflationary cost pressures;
fuel supply and fuel price fluctuations; our ability to maintain a
favourable working capital position; the impact of competition; the
changes and trends in our industry or the global economy; and
changes in laws, rules, regulations, and global standards. Other
important factors that could materially affect our forward-looking
information can be found in the "Risk Factors" section of GFL's
annual information form for the year ended December 31, 2023 and GFL's other periodic
filings with the U.S. Securities and Exchange Commission and the
securities commissions or similar regulatory authorities in
Canada. Shareholders, potential
investors and other readers are urged to consider these risks
carefully in evaluating our forward-looking information and are
cautioned not to place undue reliance on such information. There
can be no assurance that the underlying opinions, estimates and
assumptions will prove to be correct. Although we have attempted to
identify important risk factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors not currently known to us
or that we currently believe are not material that could also cause
actual results or future events to differ materially from those
expressed in such forward-looking information. There can be no
assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. The forward-looking information
contained in this release represents our expectations as of the
date of this release (or as the date it is otherwise stated to be
made), and is subject to change after such date. However, we
disclaim any intention or obligation or undertaking to update or
revise any forward-looking information whether as a result of new
information, future events or otherwise, except as required under
applicable U.S. or Canadian securities laws. The purpose of
disclosing our financial outlook set out in this release is to
provide investors with more information concerning the financial
impact of our business initiatives and growth strategies.
Non-IFRS Measures
This release makes reference to certain non-IFRS measures. These
measures are not recognized measures under IFRS and do not have a
standardized meaning prescribed by IFRS and are therefore unlikely
to be comparable to similar measures presented by other companies.
Accordingly, these measures should not be considered in isolation
nor as a substitute for analysis of our financial information
reported under IFRS. Rather, these non-IFRS measures are used to
provide investors with supplemental measures of our operating
performance and thus highlight trends in our core business that may
not otherwise be apparent when relying solely on IFRS measures. We
also believe that securities analysts, investors and other
interested parties frequently use non-IFRS measures in the
evaluation of issuers. Our management also uses non-IFRS measures
in order to facilitate operating performance comparisons from
period to period, to prepare annual operating budgets and forecasts
and to determine components of management compensation.
EBITDA represents, for the applicable period, net income (loss)
plus (a) interest and other finance costs, plus
(b) depreciation and amortization of property and equipment,
landfill assets and intangible assets, plus (less)
(c) the provision (recovery) for income taxes, in each case to
the extent deducted or added to/from net income (loss). We present
EBITDA to assist readers in understanding the mathematical
development of Adjusted EBITDA. Management does not use EBITDA as a
financial performance metric.
Adjusted EBITDA is a supplemental measure used by management and
other users of our financial statements including, our lenders and
investors, to assess the financial performance of our business
without regard to financing methods or capital structure.
Adjusted EBITDA is also a key metric that management uses prior to
execution of any strategic investing or financing opportunity. For
example, management uses Adjusted EBITDA as a measure in
determining the value of acquisitions, expansion opportunities, and
dispositions. In addition, Adjusted EBITDA is utilized by financial
institutions to measure borrowing capacity. Adjusted EBITDA is
calculated by adding and deducting, as applicable from EBITDA,
certain expenses, costs, charges or benefits incurred in such
period which in management's view are either not indicative of
underlying business performance or impact the ability to assess the
operating performance of our business, including: (a) (gain)
loss on foreign exchange, (b) (gain) loss on sale of property and
equipment, (c) mark-to-market (gain) loss on Purchase Contracts,
(d) share of net (income) loss of investments accounted for using
the equity method for associates, (e) share-based payments,
(f) (gain) loss on divestiture, (g) transaction costs, (h)
acquisition, rebranding and other integration costs (included in
cost of sales related to acquisition activity), (i) Founder/CEO
remuneration and (j) other. For the three and nine months
ended September 30, 2024, Founder/CEO
remuneration has been added back to EBITDA. We use Adjusted
EBITDA to facilitate a comparison of our operating performance on a
consistent basis reflecting factors and trends affecting
our business. As we continue to grow our business, we may be
faced with new events or circumstances that are not indicative of
our underlying business performance or that impact the ability to
assess our operating performance.
Adjusted EBITDA margin represents Adjusted EBITDA divided by
revenue. Management and other users of our financial statements
including our lenders and investors use Adjusted EBITDA margin to
facilitate a comparison of the operating performance of each of our
operating segments on a consistent basis reflecting factors and
trends affecting our business.
Acquisition EBITDA represents, for the applicable period,
management's estimates of the annual Adjusted EBITDA of an acquired
business, based on its most recently available historical financial
information at the time of acquisition, as adjusted to give effect
to (a) the elimination of expenses related to the prior owners and
certain other costs and expenses that are not indicative of the
underlying business performance, if any, as if such business had
been acquired on the first day of such period and (b) contract and
acquisition annualization for contracts entered into and
acquisitions completed by such acquired business prior to our
acquisition (collectively, "Acquisition EBITDA Adjustments").
Further adjustments are made to such annual Adjusted EBITDA to
reflect estimated operating cost savings and synergies, if any,
anticipated to be realized upon acquisition and integration of the
business into our operations. Acquisition EBITDA is calculated net
of divestitures. We use Acquisition EBITDA for the acquired
businesses to adjust our Adjusted EBITDA to include a proportional
amount of the Acquisition EBITDA of the acquired businesses based
upon the respective number of months of operation for such period
prior to the date of our acquisition of each such business.
Adjusted Cash Flows from Operating Activities represents cash
flows from operating activities adjusted for (a) transaction costs,
(b) acquisition, rebranding and other integration costs, (c)
Founder/CEO remuneration, (d) cash interest paid on TEUs, (e) cash
taxes related to divestitures and (f) distribution received from
joint ventures. Adjusted Cash Flows from Operating Activities is a
supplemental measure used by investors as a valuation and liquidity
measure in our industry. For the three and nine months ended
September 30, 2024, Founder/CEO
remuneration and distributions received from joint ventures have
been added back to Adjusted Cash Flows from Operating Activities.
These amounts were not paid or received, as applicable, in prior
periods. Adjusted Cash Flows from Operating Activities is a
supplemental measure used by management to evaluate and monitor
liquidity and the ongoing financial performance of GFL.
Adjusted Free Cash Flow represents Adjusted Cash Flows from
Operating Activities adjusted for (a) proceeds on disposal of
assets and other, (b) purchase of property and equipment and (c)
incremental growth investments. Adjusted Free Cash Flow is a
supplemental measure used by investors as a valuation and liquidity
measure in our industry. Adjusted Free Cash Flow is a supplemental
measure used by management to evaluate and monitor liquidity and
the ongoing financial performance of GFL. For the three and nine
months ended September 30, 2024, we
excluded investment in joint ventures and associates from the
calculation of Adjusted Free Cash Flow.
Adjusted Net Income (Loss) represents net income (loss) adjusted
for (a) amortization of intangible assets, (b) ARO discount rate
depreciation adjustment, (c) incremental depreciation of property
and equipment due to recapitalization, (d) amortization of deferred
financing costs, (e) (gain) loss on foreign exchange, (f)
mark-to-market (gain) loss on Purchase Contracts, (g) share of net
(income) loss of investments accounted for using the equity method,
(h) loss on termination of hedged instruments (i) (gain) loss on
divestiture, (j) transaction costs, (k) acquisition, rebranding and
other integration costs, (l) Founder/CEO remuneration, (m) TEU
amortization expense, (n) other and (o) the tax impact of the
forgoing. For the three and nine months ended September 30, 2024,
we added back the ARO discount rate depreciation adjustment, the
loss on termination of hedged instruments, Founder/CEO
remuneration, and our share of net loss of investments accounted
for using the equity method. Adjusted income (loss) per share is
defined as Adjusted Net Income (Loss) divided by the weighted
average shares in the period. For the three and nine months ended
September 30, 2024, Founder/CEO remuneration has been added back to
net income (loss). We believe that Adjusted income (loss) per share
provides a meaningful comparison of current results to prior
periods' results by excluding items that GFL does not believe
reflect its fundamental business performance.
Net Leverage is a supplemental measure used by management to
evaluate borrowing capacity and capital allocation strategies. Net
Leverage is equal to our total long-term debt, as adjusted for fair
value, deferred financings and other adjustments and reduced by our
cash, divided by Run-Rate EBITDA.
Run-Rate EBITDA represents Adjusted EBITDA for the applicable
period as adjusted to give effect to management's estimates of (a)
Acquisition EBITDA Adjustments (as defined above) and (b) the
impact of annualization of certain new municipal and disposal
contracts and cost savings initiatives, entered into, commenced or
implemented, as applicable, in such period, as if such contracts or
costs savings initiatives had been entered into, commenced or
implemented, as applicable, on the first day of such period ((a)
and (b), collectively, "Run-Rate EBITDA Adjustments"). Run-Rate
EBITDA has not been adjusted to take into account the impact of the
cancellation of contracts and cost increases associated with these
contracts. These adjustments reflect monthly allocations of
Acquisition EBITDA for the acquired businesses based on straight
line proration. As a result, these estimates do not take into
account the seasonality of a particular acquired business. While we
do not believe the seasonality of any one acquired business is
material when aggregated with other acquired businesses, the
estimates may result in a higher or lower adjustment to our
Run-Rate EBITDA than would have resulted had we adjusted for the
actual results of each of the acquired businesses for the period
prior to our acquisition. We primarily use Run-Rate EBITDA to show
how GFL would have performed if each of the acquired businesses had
been consummated at the start of the period as well as to show the
impact of the annualization of certain new municipal and disposal
contracts and cost savings initiatives. We also believe that
Run-Rate EBITDA is useful to investors and creditors to monitor and
evaluate our borrowing capacity and compliance with certain of our
debt covenants. Run-Rate EBITDA as presented herein is calculated
in accordance with the terms of our revolving credit agreement.
All references to "$" in this press release are to Canadian
dollars, unless otherwise noted.
For further information:
Patrick Dovigi, Founder and Chief
Executive Officer
+1 905-326-0101
pdovigi@gflenv.com
GFL Environmental Inc.
|
Unaudited Interim Condensed Consolidated Statements
of Operations and Comprehensive Income (Loss)
|
(In millions of
dollars except per share amounts)
|
|
|
|
|
|
|
|
Three months
ended
September
30,
|
|
Nine
months ended
September
30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Revenue
|
|
$
2,014.7
|
|
$
1,890.0
|
|
$
5,876.1
|
|
$
5,632.7
|
Expenses
|
|
|
|
|
|
|
|
|
Cost of
sales
|
|
1,604.5
|
|
1,526.8
|
|
4,769.9
|
|
4,672.0
|
Selling, general and
administrative expenses
|
|
236.2
|
|
234.7
|
|
765.5
|
|
683.4
|
Interest and other
finance costs
|
|
169.8
|
|
137.2
|
|
509.7
|
|
466.7
|
Gain on sale of
property and equipment
|
|
(2.4)
|
|
(6.7)
|
|
(4.3)
|
|
(13.1)
|
(Gain) loss on foreign
exchange
|
|
(68.1)
|
|
46.9
|
|
12.2
|
|
(4.6)
|
Mark-to-market loss on
Purchase Contracts
|
|
—
|
|
—
|
|
—
|
|
104.3
|
Loss (gain) on
divestiture
|
|
0.5
|
|
—
|
|
494.6
|
|
(580.5)
|
Other
|
|
(25.1)
|
|
(15.2)
|
|
(26.0)
|
|
(17.5)
|
|
|
1,915.4
|
|
1,923.7
|
|
6,521.6
|
|
5,310.7
|
Share of net income
(loss) of investments accounted for using the equity
method
|
|
31.8
|
|
34.0
|
|
16.9
|
|
(48.9)
|
Income (loss) before
income taxes
|
|
131.1
|
|
0.3
|
|
(628.6)
|
|
273.1
|
Current income tax
expense
|
|
29.8
|
|
18.1
|
|
93.0
|
|
367.5
|
Deferred tax
recovery
|
|
(9.3)
|
|
(36.1)
|
|
(183.4)
|
|
(188.7)
|
Income tax expense
(recovery)
|
|
20.5
|
|
(18.0)
|
|
(90.4)
|
|
178.8
|
Net income
(loss)
|
|
110.6
|
|
18.3
|
|
(538.2)
|
|
94.3
|
Less: Net income
(loss) attributable to non-controlling interests
|
|
0.2
|
|
(3.8)
|
|
(4.6)
|
|
(3.3)
|
Net income (loss)
attributable to GFL Environmental Inc.
|
|
110.4
|
|
22.1
|
|
(533.6)
|
|
97.6
|
|
|
|
|
|
|
|
|
|
Items that may be
subsequently reclassified to net income (loss)
|
|
|
|
|
|
|
|
|
Currency translation
adjustment
|
|
(86.2)
|
|
119.4
|
|
115.1
|
|
(42.4)
|
Reclassification to
net income (loss) of fair value movements on cash flow hedges, net
of tax
|
|
(5.7)
|
|
—
|
|
(5.7)
|
|
—
|
Fair value movements
on cash flow hedges, net of tax
|
|
2.1
|
|
10.7
|
|
(12.6)
|
|
25.6
|
Share of other
comprehensive loss of investments accounted for using the equity
method
|
|
—
|
|
—
|
|
(1.2)
|
|
(0.4)
|
Reclassification to
net income (loss) of foreign currency differences on
divestitures
|
|
—
|
|
—
|
|
(26.5)
|
|
22.5
|
Other comprehensive
(loss) income
|
|
(89.8)
|
|
130.1
|
|
69.1
|
|
5.3
|
Total comprehensive
income (loss)
|
|
20.8
|
|
148.4
|
|
(469.1)
|
|
99.6
|
Less: Total
comprehensive loss attributable to non-controlling
interests
|
|
(2.7)
|
|
(4.5)
|
|
—
|
|
(4.3)
|
Total comprehensive
income (loss) attributable to GFL Environmental Inc.
|
|
$
23.5
|
|
$
152.9
|
|
$
(469.1)
|
|
$
103.9
|
|
|
|
|
|
|
|
|
|
Basic income (loss)
per share(1)
|
|
$
0.24
|
|
$
—
|
|
$
(1.59)
|
|
$
0.08
|
Diluted income
(loss) per share(1)
|
|
$
0.23
|
|
$
—
|
|
$
(1.59)
|
|
$
0.08
|
Weighted average
number of shares outstanding
|
|
380,144,960
|
|
369,556,706
|
|
376,589,863
|
|
369,320,689
|
Diluted weighted
average number of shares outstanding
|
|
385,321,424
|
|
369,556,706
|
|
376,589,863
|
|
372,007,592
|
(1)
|
Basic and diluted
loss per share is calculated on net income (loss) attributable to
GFL Environmental Inc. adjusted for amounts attributable to
preferred shareholders. Refer to Note 9 in our Unaudited Interim
Financial Statements.
|
GFL Environmental Inc.
|
Unaudited Interim Condensed Consolidated Statements
of Financial Position
|
(In millions of
dollars)
|
|
|
|
|
|
|
|
September 30,
2024
|
|
December 31,
2023
|
Assets
|
|
|
|
|
Cash
|
|
$
99.5
|
|
$
135.7
|
Trade and other
receivables, net
|
|
1,216.6
|
|
1,080.0
|
Income taxes
recoverable
|
|
8.8
|
|
47.7
|
Prepaid expenses and
other assets
|
|
281.3
|
|
221.6
|
Current
assets
|
|
1,606.2
|
|
1,485.0
|
|
|
|
|
|
Property and
equipment, net
|
|
7,358.7
|
|
6,980.7
|
Intangible assets,
net
|
|
2,846.8
|
|
3,056.3
|
Investments accounted
for using the equity method
|
|
335.5
|
|
319.0
|
Other long-term
assets
|
|
108.8
|
|
82.9
|
Deferred income tax
assets
|
|
155.3
|
|
64.8
|
Goodwill
|
|
7,727.3
|
|
7,890.5
|
Non-current
assets
|
|
18,532.4
|
|
18,394.2
|
Total
assets
|
|
$
20,138.6
|
|
$
19,879.2
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
1,598.8
|
|
1,679.1
|
Long-term
debt
|
|
1,031.1
|
|
9.7
|
Lease
obligations
|
|
66.5
|
|
59.6
|
Due to related
party
|
|
2.9
|
|
5.8
|
Landfill closure and
post-closure obligations
|
|
59.2
|
|
56.2
|
Current
liabilities
|
|
2,758.5
|
|
1,810.4
|
|
|
|
|
|
Long-term
debt
|
|
8,493.8
|
|
8,827.2
|
Lease
obligations
|
|
422.8
|
|
383.4
|
Other long-term
liabilities
|
|
40.0
|
|
39.1
|
Due to related
party
|
|
—
|
|
2.9
|
Deferred income tax
liabilities
|
|
444.7
|
|
534.0
|
Landfill closure and
post-closure obligations
|
|
973.6
|
|
896.0
|
Non-current
liabilities
|
|
10,374.9
|
|
10,682.6
|
Total
liabilities
|
|
13,133.4
|
|
12,493.0
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
Share
capital
|
|
9,938.0
|
|
9,835.1
|
Contributed
surplus
|
|
137.2
|
|
149.5
|
Deficit
|
|
(3,376.9)
|
|
(2,822.6)
|
Accumulated other
comprehensive income
|
|
79.6
|
|
15.1
|
Total GFL
Environmental Inc.'s shareholders' equity
|
|
6,777.9
|
|
7,177.1
|
Non-controlling
interests
|
|
227.3
|
|
209.1
|
Total shareholders'
equity
|
|
7,005.2
|
|
7,386.2
|
Total liabilities
and shareholders' equity
|
|
$
20,138.6
|
|
$
19,879.2
|
GFL Environmental Inc.
|
Unaudited Interim Condensed Consolidated Statements
of Cash Flows
|
(In millions of
dollars)
|
|
|
|
|
|
|
|
Three months
ended
September
30,
|
|
Nine
months ended
September
30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Operating
activities
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
110.6
|
|
$
18.3
|
|
$
(538.2)
|
|
$
94.3
|
Adjustments for
non-cash items
|
|
|
|
|
|
|
|
|
Depreciation of
property and equipment
|
|
289.0
|
|
242.3
|
|
831.3
|
|
719.9
|
Amortization of
intangible assets
|
|
110.9
|
|
106.9
|
|
330.2
|
|
379.7
|
Share of net (income)
loss of investments accounted for using the equity
method
|
|
(31.8)
|
|
(34.0)
|
|
(16.9)
|
|
48.9
|
Loss (gain) on
divestiture
|
|
0.5
|
|
—
|
|
494.6
|
|
(580.5)
|
Other
|
|
(25.1)
|
|
(15.2)
|
|
(26.0)
|
|
(17.5)
|
Interest and other
finance costs
|
|
169.8
|
|
137.2
|
|
509.7
|
|
466.7
|
Share-based
payments
|
|
18.0
|
|
26.5
|
|
90.6
|
|
56.7
|
(Gain) loss on
unrealized foreign exchange on long-term debt and TEUs
|
|
(68.1)
|
|
47.2
|
|
12.0
|
|
(3.5)
|
Gain on sale of
property and equipment
|
|
(2.4)
|
|
(6.7)
|
|
(4.3)
|
|
(13.1)
|
Mark-to-market loss on
Purchase Contracts
|
|
—
|
|
—
|
|
—
|
|
104.3
|
Current income tax
expense
|
|
29.8
|
|
18.1
|
|
93.0
|
|
367.5
|
Deferred tax
recovery
|
|
(9.3)
|
|
(36.1)
|
|
(183.4)
|
|
(188.7)
|
Interest paid in cash
on Amortizing Notes component of TEUs
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
Interest paid in cash,
excluding interest paid on Amortizing Notes
|
|
(164.3)
|
|
(134.8)
|
|
(393.2)
|
|
(411.5)
|
Income taxes paid in
cash, net
|
|
(29.3)
|
|
(250.9)
|
|
(35.8)
|
|
(261.8)
|
Changes in non-cash
working capital items
|
|
(38.4)
|
|
12.9
|
|
(168.3)
|
|
(169.6)
|
Landfill closure and
post-closure expenditures
|
|
(12.8)
|
|
(5.9)
|
|
(20.4)
|
|
(12.6)
|
|
|
347.1
|
|
125.8
|
|
974.9
|
|
579.0
|
Investing
activities
|
|
|
|
|
|
|
|
|
Purchase of property
and equipment
|
|
(281.1)
|
|
(276.3)
|
|
(875.8)
|
|
(823.6)
|
Proceeds from disposal
of assets and other
|
|
32.5
|
|
30.6
|
|
40.5
|
|
51.0
|
Proceeds from
divestitures
|
|
—
|
|
—
|
|
69.5
|
|
1,645.9
|
Business acquisitions
and investments, net of cash acquired
|
|
(62.1)
|
|
(392.3)
|
|
(613.5)
|
|
(674.7)
|
Dividend received from
joint ventures
|
|
1.1
|
|
—
|
|
9.4
|
|
—
|
|
|
(309.6)
|
|
(638.0)
|
|
(1,369.9)
|
|
198.6
|
Financing
activities
|
|
|
|
|
|
|
|
|
Repayment of lease
obligations
|
|
(41.0)
|
|
(30.8)
|
|
(103.3)
|
|
(69.4)
|
Issuance of long-term
debt
|
|
430.2
|
|
1,069.0
|
|
2,490.9
|
|
3,032.1
|
Repayment of long-term
debt
|
|
(453.2)
|
|
(412.2)
|
|
(1,964.0)
|
|
(3,597.1)
|
Proceeds from
termination of hedged arrangements
|
|
—
|
|
—
|
|
—
|
|
17.3
|
Payment for
termination of hedged arrangements
|
|
—
|
|
—
|
|
(6.4)
|
|
—
|
Payment of contingent
purchase consideration and holdbacks
|
|
(9.1)
|
|
(0.6)
|
|
(28.6)
|
|
(4.6)
|
Repayment of
Amortizing Notes
|
|
—
|
|
—
|
|
—
|
|
(15.7)
|
Dividends issued and
paid
|
|
(7.2)
|
|
(6.4)
|
|
(20.7)
|
|
(18.5)
|
Payment of financing
costs
|
|
(8.8)
|
|
(11.2)
|
|
(17.5)
|
|
(26.2)
|
Repayment of loan to
related party
|
|
(2.9)
|
|
(2.9)
|
|
(5.8)
|
|
(9.3)
|
Contribution from
non-controlling interest
|
|
18.2
|
|
—
|
|
18.2
|
|
8.1
|
|
|
(73.8)
|
|
604.9
|
|
362.8
|
|
(683.3)
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in
cash
|
|
(36.3)
|
|
92.7
|
|
(32.2)
|
|
94.3
|
Changes due to foreign
exchange revaluation of cash
|
|
1.6
|
|
(0.7)
|
|
(4.0)
|
|
(2.2)
|
Cash, beginning of
period
|
|
134.2
|
|
82.2
|
|
135.7
|
|
82.1
|
Cash, end of
period
|
|
$
99.5
|
|
$
174.2
|
|
$
99.5
|
|
$
174.2
|
SUPPLEMENTAL DATA
You should read the following information in conjunction with
our audited consolidated financial statements and notes thereto as
of and for the year ended December 31,
2023, as well as our unaudited Interim Financial Statements
and notes thereto for the three and nine months ended September 30, 2024.
Revenue Growth
The following tables summarize the revenue growth in our
segments for the periods indicated:
|
|
Three months ended
September 30, 2024
|
|
|
Pro forma excluding
divestitures(1)
|
|
|
|
|
|
|
Contribution
from
Acquisitions
|
|
Organic
Growth
|
|
Foreign
Exchange
|
|
Revenue
Growth
|
|
Impact from
divestitures
|
|
Total Revenue
Growth
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
0.6 %
|
|
9.7 %
|
|
— %
|
|
10.3 %
|
|
— %
|
|
10.3 %
|
USA
|
|
6.4
|
|
3.6
|
|
1.7
|
|
11.7
|
|
(5.2)
|
|
6.5
|
Solid Waste
|
|
4.5
|
|
5.6
|
|
1.2
|
|
11.3
|
|
(3.6)
|
|
7.7
|
Environmental
Services
|
|
5.3
|
|
(2.8)
|
|
0.5
|
|
3.0
|
|
—
|
|
3.0
|
Total
|
|
4.7 %
|
|
3.6 %
|
|
1.0 %
|
|
9.3 %
|
|
(2.7) %
|
|
6.6 %
|
(1)
|
Reflects pro forma
adjustments to remove the contribution of three non-core U.S Solid
Waste businesses that were divested in Fiscal 2023 and one
divestiture in the current year.
|
|
|
Nine
months ended September 30, 2024
|
|
|
Pro forma excluding
divestitures(1)
|
|
|
|
|
|
|
Contribution
from
Acquisitions
|
|
Organic
Growth
|
|
Foreign
Exchange
|
|
Revenue
Growth
|
|
Impact from
divestitures
|
|
Total Revenue
Growth
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
0.7 %
|
|
8.4 %
|
|
— %
|
|
9.1 %
|
|
— %
|
|
9.1 %
|
USA
|
|
6.9
|
|
3.5
|
|
1.2
|
|
11.6
|
|
(8.9)
|
|
2.7
|
Solid Waste
|
|
4.9
|
|
5.1
|
|
0.8
|
|
10.8
|
|
(6.2)
|
|
4.6
|
Environmental
Services
|
|
6.8
|
|
(3.8)
|
|
0.4
|
|
3.4
|
|
—
|
|
3.4
|
Total
|
|
5.3 %
|
|
3.0 %
|
|
0.7 %
|
|
9.0 %
|
|
(4.7) %
|
|
4.3 %
|
(1)
|
Reflects pro forma
adjustments to remove the contribution of three non-core U.S Solid
Waste businesses that were divested in Fiscal 2023 and one
divestiture in the current year.
|
Detail of Solid Waste Organic Growth
The following table summarizes the components of our Solid Waste
organic growth for the periods indicated:
|
|
Pro forma
excluding
divestitures(1)
|
|
|
|
|
|
|
Three months
ended
September 30,
2024
|
|
Nine
months
ended
September 30,
2024
|
|
Three months
ended
September 30,
2024
|
|
Nine
months
ended
September 30,
2024
|
Price
|
|
6.0 %
|
|
6.7 %
|
|
5.8 %
|
|
6.3 %
|
Surcharges
|
|
(0.5)
|
|
(0.7)
|
|
(0.5)
|
|
(0.6)
|
Volume
|
|
(0.8)
|
|
(1.8)
|
|
(0.7)
|
|
(1.7)
|
Commodity
price
|
|
0.9
|
|
0.9
|
|
0.8
|
|
0.8
|
Total Solid Waste
organic growth
|
|
5.6 %
|
|
5.1 %
|
|
5.4 %
|
|
4.8 %
|
(1)
|
Reflects pro forma
adjustments to remove the contribution of three non-core U.S Solid
Waste businesses that were divested in Fiscal 2023 and one
divestiture in the current year.
|
Operating Segment Results
The following tables summarize our operating segment results for
the periods indicated:
|
|
Three months
ended
September 30,
2024
|
|
Three months
ended
September 30,
2023
|
($
millions)
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted
EBITDA
Margin(2)
|
|
Revenue(3)
|
|
Adjusted
EBITDA(1)(4)
|
|
Adjusted
EBITDA
Margin(2)
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
508.1
|
|
$
164.0
|
|
32.3 %
|
|
$
460.5
|
|
$
129.9
|
|
28.2 %
|
USA
|
|
1,046.1
|
|
377.2
|
|
36.1
|
|
982.5
|
|
322.9
|
|
32.9
|
Solid Waste
|
|
1,554.2
|
|
541.2
|
|
34.8
|
|
1,443.0
|
|
452.8
|
|
31.4
|
Environmental
Services
|
|
460.5
|
|
148.1
|
|
32.2
|
|
447.0
|
|
138.9
|
|
31.1
|
Corporate
|
|
—
|
|
(63.4)
|
|
—
|
|
—
|
|
(61.4)
|
|
—
|
Total
|
|
$ 2,014.7
|
|
$
625.9
|
|
31.1 %
|
|
$ 1,890.0
|
|
$
530.3
|
|
28.1 %
|
|
|
Nine
months ended
September 30,
2024
|
|
Nine
months ended
September 30,
2023
|
($
millions)
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted
EBITDA
Margin(2)
|
|
Revenue(5)
|
|
Adjusted
EBITDA(1)(6)
|
|
Adjusted
EBITDA
Margin(2)
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$ 1,437.5
|
|
$
427.4
|
|
29.7 %
|
|
$ 1,318.0
|
|
$
363.9
|
|
27.6 %
|
USA
|
|
3,130.1
|
|
1,068.7
|
|
34.1
|
|
3,048.9
|
|
977.8
|
|
32.1
|
Solid Waste
|
|
4,567.6
|
|
1,496.1
|
|
32.8
|
|
4,366.9
|
|
1,341.7
|
|
30.7
|
Environmental
Services
|
|
1,308.5
|
|
371.1
|
|
28.4
|
|
1,265.8
|
|
352.6
|
|
27.9
|
Corporate
|
|
—
|
|
(194.5)
|
|
—
|
|
—
|
|
(182.8)
|
|
—
|
Total
|
|
$ 5,876.1
|
|
$ 1,672.7
|
|
28.5 %
|
|
$ 5,632.7
|
|
$ 1,511.5
|
|
26.8 %
|
(1)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(2)
|
See "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(3)
|
Includes
reclassification of $59.5 million into Environmental Services
comprised of $13.1 million from Solid Waste Canada and $46.4
million from Solid Waste USA.
|
(4)
|
Includes
reclassification of $19.0 million into Environmental Services
comprised of $3.8 million from Solid Waste Canada and $15.2 million
from Solid Waste USA.
|
(5)
|
Includes
reclassification of $174.1 million into Environmental Services
comprised of $33.9 million from Solid Waste Canada and $140.2
million from Solid Waste USA.
|
(6)
|
Includes
reclassification of $59.0 million into Environmental Services
comprised of $7.1 million from Solid Waste Canada and $51.9 million
from Solid Waste USA.
|
Net Leverage
The following table presents the calculation of Net Leverage as
at the dates indicated:
($
millions)
|
|
September 30,
2024
|
|
December 31,
2023
|
Total long-term debt,
net of derivative asset(1)
|
|
$
9,507.3
|
|
$
8,816.9
|
Deferred finance costs
and other adjustments
|
|
(41.2)
|
|
(17.7)
|
Total long-term debt
excluding deferred finance costs and other adjustments
|
|
$
9,548.5
|
|
$
8,834.6
|
Less: cash
|
|
(99.5)
|
|
(135.7)
|
|
|
9,449.0
|
|
8,698.9
|
|
|
|
|
|
Trailing twelve months
Adjusted EBITDA(2)
|
|
2,165.0
|
|
2,003.7
|
Run-Rate EBITDA
Adjustments(3)
|
|
168.0
|
|
98.3
|
Run-Rate
EBITDA(3)
|
|
$
2,333.0
|
|
$
2,102.0
|
|
|
|
|
|
Net
Leverage(2)
|
|
4.05x
|
|
4.14x
|
(1)
|
Total long-term debt
includes derivative asset reclassified for financial statement
presentation purposes to other long-term assets, refer to Note 7 in
our unaudited Interim Financial Statements.
|
(2)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(3)
|
See "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures and ratios.
|
Shares Outstanding
The following table presents the total shares outstanding as at
the date indicated:
|
|
September 30,
2024
|
Subordinate voting
shares
|
|
381,570,096
|
Multiple voting
shares
|
|
11,812,964
|
Basic shares
outstanding
|
|
393,383,060
|
Effect of dilutive
instruments
|
|
11,921,233
|
Series A Preferred
Shares (as converted)
|
|
11,452,541
|
Series B Preferred
Shares (as converted)
|
|
8,072,002
|
Diluted shares
outstanding
|
|
424,828,836
|
NON-IFRS RECONCILIATION SCHEDULE
Adjusted EBITDA
The following tables provide a reconciliation of our net income
(loss) to EBITDA and Adjusted EBITDA for the periods indicated:
($
millions)
|
|
Three months
ended
September 30,
2024
|
|
Three months
ended
September 30,
2023
|
Net income
|
|
$
110.6
|
|
$
18.3
|
Add:
|
|
|
|
|
Interest and other
finance costs
|
|
169.8
|
|
137.2
|
Depreciation of
property and equipment
|
|
289.0
|
|
242.3
|
Amortization of
intangible assets
|
|
110.9
|
|
106.9
|
Income tax expense
(recovery)
|
|
20.5
|
|
(18.0)
|
EBITDA
|
|
700.8
|
|
486.7
|
Add:
|
|
|
|
|
(Gain) loss on foreign
exchange(1)
|
|
(68.1)
|
|
46.9
|
Gain on sale of
property and equipment
|
|
(2.4)
|
|
(6.7)
|
Share of net income of
investments accounted for using the equity
method(3)
|
|
(12.2)
|
|
(34.0)
|
Share-based
payments(4)
|
|
18.0
|
|
26.5
|
Loss on
divestiture(5)
|
|
0.5
|
|
—
|
Transaction
costs(6)
|
|
7.0
|
|
22.3
|
Acquisition,
rebranding and other integration costs(7)
|
|
2.0
|
|
3.8
|
Founder/CEO
remuneration(8)
|
|
5.4
|
|
—
|
Other
|
|
(25.1)
|
|
(15.2)
|
Adjusted
EBITDA
|
|
$
625.9
|
|
$
530.3
|
($
millions)
|
|
Nine
months ended
September 30,
2024
|
|
Nine
months ended
September 30,
2023
|
Net (loss)
income
|
|
$
(538.2)
|
|
$
94.3
|
Add:
|
|
|
|
|
Interest and other
finance costs
|
|
509.7
|
|
466.7
|
Depreciation of
property and equipment
|
|
831.3
|
|
719.9
|
Amortization of
intangible assets
|
|
330.2
|
|
379.7
|
Income tax (recovery)
expense
|
|
(90.4)
|
|
178.8
|
EBITDA
|
|
1,042.6
|
|
1,839.4
|
Add:
|
|
|
|
|
Loss (gain) on foreign
exchange(1)
|
|
12.2
|
|
(4.6)
|
Gain on sale of
property and equipment
|
|
(4.3)
|
|
(13.1)
|
Mark-to-market loss on
Purchase Contracts(2)
|
|
—
|
|
104.3
|
Share of net loss of
investments accounted for using the equity
method(3)
|
|
13.8
|
|
48.9
|
Share-based
payments(4)
|
|
90.6
|
|
56.7
|
Loss (gain) on
divestiture(5)
|
|
494.6
|
|
(580.5)
|
Transaction
costs(6)
|
|
29.3
|
|
63.9
|
Acquisition,
rebranding and other integration costs(7)
|
|
4.3
|
|
14.0
|
Founder/CEO
remuneration(8)
|
|
15.6
|
|
—
|
Other
|
|
(26.0)
|
|
(17.5)
|
Adjusted
EBITDA
|
|
$
1,672.7
|
|
$
1,511.5
|
(1)
|
Consists of
(i) non-cash gains and losses on foreign exchange and interest
rate swaps entered into in connection with our debt instruments and
(ii) gains and losses attributable to foreign exchange rate
fluctuations.
|
(2)
|
This is a non-cash
item that consists of the fair value "mark-to-market" adjustment on
the Purchase Contracts.
|
(3)
|
Excludes share of
net income of investments accounted for using the equity method for
RNG projects.
|
(4)
|
This is a non-cash
item and consists of the amortization of the estimated fair value
of share-based payments granted to certain members of management
under share-based payment plans.
|
(5)
|
Consists of loss or
gain resulting from the divestiture of certain assets and non-core
U.S. Solid Waste businesses.
|
(6)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part
of SG&A.
|
(7)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(8)
|
Consists of cash
payment to the Founder and CEO, which payment had been satisfied
through the issuance of restricted share units in the nine months
ended September 30, 2023 as reflected in "All Other Compensation"
in the 2024 Management Information Circular.
|
Adjusted Net Income
The following tables provide a reconciliation of our net income
(loss) to Adjusted Net Income for the periods indicated:
($
millions)
|
|
Three months
ended
September 30,
2024
|
|
Three months
ended
September 30,
2023
|
Net income
|
|
$
110.6
|
|
$
18.3
|
Add:
|
|
|
|
|
Amortization of
intangible assets(1)
|
|
110.9
|
|
106.9
|
ARO discount rate
depreciation adjustment(2)
|
|
—
|
|
4.8
|
Amortization of
deferred financing costs
|
|
5.1
|
|
4.3
|
(Gain) loss on foreign
exchange(3)
|
|
(68.1)
|
|
46.9
|
Share of net income of
investments accounted for using the equity
method(5)
|
|
(12.2)
|
|
(34.0)
|
Loss on
divestiture(7)
|
|
0.5
|
|
—
|
Transaction
costs(8)
|
|
7.0
|
|
22.3
|
Acquisition,
rebranding and other integration costs(9)
|
|
2.0
|
|
3.8
|
Founder/CEO
remuneration(10)
|
|
5.4
|
|
—
|
Other
|
|
(25.1)
|
|
(15.2)
|
Tax
effect(11)
|
|
(10.0)
|
|
(41.3)
|
Adjusted Net
Income
|
|
$
126.1
|
|
$
116.8
|
Adjusted income per
share, basic and diluted
|
|
$
0.33
|
|
$
0.32
|
($
millions)
|
|
Nine
months ended
September 30,
2024
|
|
Nine
months ended
September 30,
2023
|
Net (loss)
income
|
|
$
(538.2)
|
|
$
94.3
|
Add:
|
|
|
|
|
Amortization of
intangible assets(1)
|
|
330.2
|
|
379.7
|
ARO discount rate
depreciation adjustment(2)
|
|
4.3
|
|
4.8
|
Incremental
depreciation of property and equipment due to
recapitalization
|
|
—
|
|
7.5
|
Amortization of
deferred financing costs
|
|
17.1
|
|
13.5
|
Loss (gain) on foreign
exchange(3)
|
|
12.2
|
|
(4.6)
|
Mark-to-market loss on
Purchase Contracts(4)
|
|
—
|
|
104.3
|
Share of net loss of
investments accounted for using the equity
method(5)
|
|
13.8
|
|
48.9
|
Loss on termination of
hedged arrangements(6)
|
|
17.2
|
|
—
|
Loss (gain) on
divestiture(7)
|
|
494.6
|
|
(580.5)
|
Transaction
costs(8)
|
|
29.3
|
|
63.9
|
Acquisition,
rebranding and other integration costs(9)
|
|
4.3
|
|
14.0
|
Founder/CEO
remuneration(10)
|
|
15.6
|
|
—
|
TEU amortization
expense
|
|
—
|
|
0.1
|
Other
|
|
(26.0)
|
|
(17.5)
|
Tax
effect(11)
|
|
(138.7)
|
|
213.3
|
Adjusted Net
Income
|
|
$
235.7
|
|
$
341.7
|
Adjusted income per
share, basic
|
|
$
0.63
|
|
$
0.93
|
Adjusted income per
share, diluted
|
|
$
0.63
|
|
$
0.92
|
(1)
|
This is a non-cash
item and consists of the amortization of intangible assets such as
customer lists, municipal contracts, non-compete agreements, trade
name and other licenses.
|
(2)
|
This is a non-cash
item and consists of depreciation expense related to the difference
between the ARO calculated using the credit adjusted risk-free
discount rate required for measurement of the ARO through purchase
accounting compared to the risk-free discount rate required for
quarterly valuations.
|
(3)
|
Consists of (i)
non-cash gains and losses on foreign exchange and interest rate
swaps entered into in connection with our debt instruments and (ii)
gains and losses attributable to foreign exchange rate
fluctuations.
|
(4)
|
This is a non-cash
item that consists of the fair value "mark-to-market" adjustment on
the Purchase Contracts.
|
(5)
|
Excludes share of
net income of investments accounted for using the equity method for
RNG projects.
|
(6)
|
Consists of gains
and losses on the termination of hedged arrangements associated
with the 4.250% 2025 Secured Notes and the 4.750% 2029
Notes.
|
(7)
|
Consists of gains
and losses resulting from the divestiture of certain assets and
non-core U.S. Solid Waste businesses.
|
(8)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part of
SG&A.
|
(9)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(10)
|
Consists of cash
payment to the Founder and CEO, which payment had been satisfied
through the issuance of restricted share units in the nine months
ended September 30, 2023 as reflected in "All Other Compensation"
in the 2024 Management Information Circular.
|
(11)
|
Consists of the tax
effect of the adjustments to net loss (loss).
|
Adjusted Cash Flows from Operating Activities and Adjusted
Free Cash Flow
The following tables provide a reconciliation of our cash flows
from operating activities to Adjusted Cash Flows from Operating
Activities and Adjusted Free Cash Flow for the periods
indicated:
($
millions)
|
|
Three months
ended
September 30,
2024
|
|
Three months
ended
September 30,
2023
|
Cash flows from
operating activities
|
|
$
347.1
|
|
$
125.8
|
Add:
|
|
|
|
|
Transaction
costs(1)
|
|
7.0
|
|
22.3
|
Acquisition,
rebranding and other integration costs(2)
|
|
2.0
|
|
3.8
|
Founder/CEO
remuneration(3)
|
|
5.4
|
|
—
|
Cash taxes related to
divestitures
|
|
15.0
|
|
248.6
|
Distribution received
from joint ventures
|
|
1.1
|
|
—
|
Adjusted Cash Flows
from Operating Activities
|
|
377.6
|
|
400.5
|
Proceeds on disposal
of assets and other
|
|
32.5
|
|
30.6
|
Purchase of property
and equipment
|
|
(281.1)
|
|
(276.3)
|
Adjusted Free Cash
Flow (including incremental growth investments)
|
|
129.0
|
|
154.8
|
Incremental growth
investments(5)
|
|
96.4
|
|
121.2
|
Adjusted Free Cash
Flow
|
|
$
225.4
|
|
$
276.0
|
($
millions)
|
|
Nine
months ended
September 30,
2024
|
|
Nine
months ended
September 30,
2023
|
Cash flows from
operating activities
|
|
$
974.9
|
|
$
579.0
|
Add:
|
|
|
|
|
Transaction
costs(1)
|
|
29.3
|
|
63.9
|
Acquisition,
rebranding and other integration costs(2)
|
|
4.3
|
|
14.0
|
Founder/CEO
remuneration(3)
|
|
15.6
|
|
—
|
Cash interest paid on
TEUs(4)
|
|
—
|
|
0.2
|
Cash taxes related to
divestitures
|
|
15.0
|
|
248.6
|
Distribution received
from joint ventures
|
|
9.4
|
|
—
|
Adjusted Cash Flows
from Operating Activities
|
|
1,048.5
|
|
905.7
|
Proceeds on disposal
of assets and other
|
|
40.5
|
|
51.0
|
Purchase of property
and equipment
|
|
(875.8)
|
|
(823.6)
|
Adjusted Free Cash
Flow (including incremental growth investments)
|
|
213.2
|
|
133.1
|
Incremental growth
investments(5)
|
|
247.0
|
|
102.7
|
Adjusted Free Cash
Flow
|
|
$
460.2
|
|
$
235.8
|
(1)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future, and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part of
SG&A.
|
(2)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(3)
|
Consists of cash
payment to the Founder and CEO, which payment had been satisfied
through the issuance of restricted share units in the nine months
ended September 30, 2023 as reflected in "All Other Compensation"
in the 2024 Management Information Circular.
|
(4)
|
Consists of interest
paid in cash on the Amortizing Notes.
|
(5)
|
Consists of
incremental sustainability related capital projects, primarily
related to recycling and RNG.
|
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SOURCE GFL Environmental Inc.