GFL Environmental - Earnings Call - Q2 2025

Transcript

Moderator (participant)

Good morning, everyone. Thank you for attending today's GFL Environmental Inc. second quarter 2025 earnings call. My name is Jerry, and I will be your moderator today. All lines will be muted during the presentation portion of the call, with an opportunity for questions and answers at the end. If you would like to ask a question, please press star one on your telephone keypad. I would now like to pass the conference over to our host, Patrick Dovigi, Founder and CEO of GFL Environmental Inc. Please go ahead.

Patrick Dovigi (Founder and CEO)

Thank you, and good morning. I would like to welcome everyone to today's call, and thank you for joining us. This morning, we will be reviewing our results for the second quarter and updating our guidance for the year. I'm joined this morning by Luke Pelosi, our CFO, who will take us through the forward-looking disclaimer before we get into the details.

Luke Pelosi (EVP and CFO)

Thank you, Patrick. Good morning, everyone, and thank you for joining. We have filed our earnings press release, which includes important information. The press release is available on our website. During this call, we'll be making some forward-looking statements within the meaning of applicable Canadian and U.S. securities laws, including statements regarding events or developments that we believe or anticipate may occur in the future. These forward-looking statements are subject to a number of risks and uncertainties, including those set out in our filings with the Canadian and U.S. securities regulators. Any forward-looking statement is not a guarantee of future performance, and actual results may differ materially from those expressed or implied in the forward-looking statements. These forward-looking statements speak only as of today's date, and we do not assume any obligation to update these statements, whether as a result of new information, future events and developments, or otherwise.

This call will include a discussion of certain non-IFRS measures. A reconciliation of these non-IFRS measures can be found in our filings with the Canadian and U.S. securities regulators. I will now turn the call back over to Patrick.

Patrick Dovigi (Founder and CEO)

Thank you, Luke. This quarter saw the continuation of the broad-based outperformance with which we started the year, driving results ahead of expectations despite multiple external headwinds. We achieved solid wage-adjusted dividend margins in the second quarter of 34.7%, the highest Q2 in our company's history. Our revised outlook for the remainder of the year is better than we originally anticipated. This consistent delivery of record-setting performance once again demonstrates the ongoing dedication and capabilities of our employees, and I want to again thank each and every one of them for the commitment to Team Green. Our top-to-bottom beat against expectations was achieved despite FX rates and commodity prices moving against us since we provided the Q2 guidance back in May. We believe this is a continued demonstration of the quality of our asset base, the effectiveness of our value creation strategies, and the resiliency of our business model.

Both pricing and volume were higher than expected for the quarter and continue to trend above our initial guidance. The intentional shedding of lower quality revenue and disciplined pricing strategy ensures we are generating appropriate returns for the high-quality services we provide. Because of this, we are increasing our pricing guidance and now expect to deliver over 5.5% pricing for the year. Volume was positive for the third quarter in a row and accelerated 150 basis points over the first quarter. This result was achieved even with macro headwinds impacting construction-oriented volumes and industrial demand. We believe the current tariff environment and broader economic uncertainty are limiting activity levels of many of our industrial customers, having a flow-through impact on volumes, especially in our roll-off collection.

Tailwinds from our recent strategic growth investments in EPR, together with the positive underlying trends arising from our market selection, are more than offsetting these demand-side pressures. Although our exposure to cyclical end markets is low overall, we remain well-positioned to benefit from any recovery in the macroeconomic environment. The effectiveness of our revenue-related strategies is also reflected in our margins, where we realized a 230 basis point expansion over the prior year. Lower labor turnover, together with continuing progress in implementing our self-help initiatives and M&A synergy realization, all continue to contribute to our industry-leading organic margin expansion. As highlighted at our investor day, we see a clear path in the near term to low to mid-30% adjusted EBITDA margins, which should result in higher free cash flow conversion and returns across all of our asset base.

On M&A, we completed three small tuck-in acquisitions for the quarter and are anticipating closing three more tomorrow. Our pipeline remains robust, and we remain highly confident in our ability to meet or exceed our M&A capital deployment targets for 2025 and beyond. The back-end weighting of this year's M&A activity gives rise to a lower current-year contribution but sets us up for a larger rollover amount into 2026, positioning us for yet another year of exceptional growth. The strength of our first-half results, together with the opportunities we see in front of us, allow us to increase our full-year guidance. Even in the face of economic uncertainty we see in many of our markets, our 2025 guidance is industry-leading organic revenue growth and adjusted EBITDA margin expansion.

Luke will walk you through the updated guidance in more detail, but we are increasing our adjusted EBITDA target by $50 million, or 2.6%, before considering the translation of impact of FX. I will now turn the call to Luke, who will walk through the quarter in more detail, and then I'll share some closing comments before we open up for Q&A.

Luke Pelosi (EVP and CFO)

Thanks, Patrick. Similar to our first-quarter discussion, all of our financial results and the associated analysis exclude the contribution from ES from the comparative prior-year period. Consolidated revenue for the quarter of $1.675 billion was 9.5% ahead of the prior-year pro forma for divestitures. Pricing and volume were both ahead of plan, whereas commodity prices, surcharges, and contribution from FX were all headwinds to plan, as the external factors on which these amounts are calculated changed significantly between the time we gave our guidance and the end of the second quarter. Second-quarter revenues would have been approximately $10 million higher if not for these exogenous changes. The carry forward of our strong first-quarter pricing, along with incremental pricing actions enacted in response to ongoing cost inflation in select markets, contributed to pricing of 5.8%, 30 basis points ahead of plan.

For the full year, we now expect to realize pricing of 5.5% to 5.75%, 25 basis points better than our original guide. Volume was positive in both of our geographies, with over 200 basis points of sequential volume growth acceleration in our U.S. geography as we move past the weather-related headwinds that impacted the first quarter. The positive volume was achieved inclusive of both roll-off pulls and C&D landfill volumes being down in what we ascribe to macro-related slowdown. Consistent with the first quarter, for cyclable volumes associated with EPR-related activities continues to be a tailwind. Second-quarter adjusted EBITDA margin was 30.7%, 230 basis points higher than the prior year and 60 basis points ahead of our guide. The 2024 Michigan residential divestiture, the net impact of lower fuel prices and R&G contributions were a tailwind to margins, whereas commodity prices and acquisitions were a headwind.

Excluding all these items, underlying solid waste margins expanded 170 basis points. Adjusted free cash flow was approximately $137 million, a result better than planned on account of the adjusted EBITDA outperformance and the timing of CapEx. The $190 million year-to-date investment in working capital is consistent with our typical seasonal cadence and is expected to largely reverse by the end of the year, although with the revenue growth outperformance, we now expect a modest investment in working capital for the year as a whole. As Patrick said, despite the multitude of external headwinds, the success of our first-half results set us up to increase our guidance for the year. Revenue is now expected to be approximately $6.55 to $6.575 billion, based on the FX rate of 1.37 for the remainder of the year.

Recall our original revenue guidance of $6.5 to $6.55 billion was based on the then FX rate of 1.41. Every one-point move in FX is about a $30 million impact to annualized revenues. Our updated guidance would have been $6.625 to $6.65 billion on a constant currency basis, representing a 1.7% increase over our original guidance. The updated guidance assumes pricing of 5.5% to 5.75%, volume of positive 25 to 75 basis points, and net M&A contribution of 40 to 50 basis points. The guide assumes today's commodity and RIN prices and the current macro environment persists. Any improvement to these variables will provide upside to the guide. The contribution from M&A, incremental to what has been included in the guide, will also be additive.

Adjusted EBITDA guidance increases to $1.95 to $1.975 billion, a $25 million increase at today's FX rates, or a $50 million increase over our original guide on a constant currency basis. At the midpoint, year-over-year margin expansion increases to 120 basis points, an incremental 20 basis points over our original guidance, resulting in consolidated margins of just under 30%, as the strength of our base business performance more than offsets the industry-wide margin headwinds from muted industrial and construction-related volumes and lower commodity prices. In terms of adjusted free cash flow, the $25 million of incremental adjusted EBITDA gets offset by incremental cash interest expense associated with deploying the ES proceeds into share repurchases faster than originally anticipated and capital deployed into M&A.

As I previously said, we now expect a modest working capital investment for the year, as well as net CapEx of approximately $750 million, an increase over our original guidance largely attributable to the acquisition of a strategic property that was previously being leased. The expectation is that these incremental investments will be largely offset by reduced cash taxes from recent changes to U.S. tax legislation. We are therefore reaffirming our $750 million adjusted free cash flow expectation. As to the third quarter of 2025, we expect consolidated revenue of approximately $1.69 to $1.695 billion and adjusted EBITDA of $525 million, which implies an adjusted EBITDA margin of about 31% and continued margin expansion over the prior-year pro forma for the ES sale.

Q3 adjusted free cash flow is expected to be approximately $175 million, inclusive of $120 million in cash interest, $250 million in base CapEx, and $20 million net recovery from working capital and other operating cash flow items. I will now pass the call back to Patrick, who will provide some closing comments before Q&A.

Patrick Dovigi (Founder and CEO)

Thank you, Luke. As I said in the quarter, our financial performance continues to prove the quality of our assets and market selection and the effectiveness of our strategic plan that we laid out at investor day. The operational resiliency of our business in the face of multiple external headwinds that we demonstrated with our results this quarter further reinforces our conviction that GFL is uniquely positioned for industry-leading financial performance and value creation for all of our shareholders in the near term. I'll now turn the call over to the operator to open up the line for Q&A.

Operator (participant)

Thank you. If you would like to ask a question, please press Star followed by 1 on your telephone keypad. If for any reason you would like to remove your question, press Star followed by 2. Again, to ask a question, press Star 1. Please limit to one question and one follow-up. As a reminder, if you are using a speakerphone, please remember to pick up your handset before asking a question. We will pause here briefly as questions are registered. Thank you. Our first question comes from Sabahat Khan from RBC Capital Markets. You may now proceed.

Sabahat Khan (Managing Director of Global Research)

Great. Thanks and good morning. Just before getting into the business, there were a bunch of headlines in the press over the recent months around the potential options a company might be considering for the GIP business. I just wanted to give you an opportunity to talk about, one, how you're thinking about that business and some options, and kind of second part there, maybe you can just give us some color on the current composition of that business across aggregates and some of the other business lines. Just sort of a third clarification question, there was a $24 million monetization or a gain that was reflected in the quarter. Can you just clarify that as well? Thanks.

Patrick Dovigi (Founder and CEO)

Yeah, Sabahat. As you know, I think we carved that business out of the GFL book in 2022. I owned it as a private business now for approximately three years. At the time, our equity value in that business was valued on the books as somewhere around $250 million. You mentioned a footnote of just the rebasing of that. That $25 million is really nothing. It's really because we did an acquisition, and one of the principals of that business that we bought actually ended up taking equity in GIP. Technically, we sold them equity at a much higher value, so it sort of got rebased. By and large, I think what you'll see through the process is that we've seen some headlines recently. We're looking to conclude that process over the next two to three weeks. I think we're on the five-yard line.

We're down to two final bidders, and we're in the process of just winding that process down. I think you'll see a very favorable result, but we'll share that when the final party is selected and we get to the market. I think what you'll see is a rebasis of our equity significantly higher, consistent with what we thought values of that business could be over the near to sort of medium term. As we said, it would be, I think, from our perspective, partial monetization, not a full monetization. We continue to see a significant amount of opportunities in that business, but there will be a dividend that comes back to GFL to use again for further M&A within the existing portfolio. Certainly at these levels, continue share buybacks with the proceeds that we get from that sale process.

Like I said, nothing is 100% done until it's done, but we're feeling very good about it, and we think that we'll have something to report in the next coming weeks.

Sabahat Khan (Managing Director of Global Research)

Great. Just on the margin side, good progress this quarter. It sounds like your point is 31% for the next quarter. Can you maybe just recap or give us an update on some of the self-help levers and the improvements that you sort of highlighted at the investor day, where you are on those and what you expect to contribute to this full-year guidance here for the rest of the year? Just a bit of an update on the margin side, please.

Luke Pelosi (EVP and CFO)

Yeah. Hey, Sabahat. Good morning. It's Luke. It's a great question and obviously something that we're really excited about. You can see it in the current quarter results exceeding what were already, we think, pretty ambitious expectations or goals. It's, as you said, a function of all of those levers contributing to the overall cause. It starts at the top line. You can see the pricing outperformance of the current quarter. One of the self-help levers we had talked about at the investor day was on the surcharges line, right? There's just a whole host of incremental fees that we should be getting for the services we provide. We've talked about initiatives to get those in place and go out and harvest that opportunity. While we're early stages, it's starting to contribute.

Some of that price outperformance, I think we had articulated a $40 to $80 million opportunity for surcharges by the time we got to 2028. Very early stages, but we're starting to realize some of that benefit. You're seeing that come through on the top line. As you go down the P&L, I think another key opportunity was labor turnover, right? The benefits that will come from attracting and retaining talent and keeping them in the doors for longer. You're seeing that. Continued sequential improvement in the turnover rates. Still not where we ultimately want to be, but probably another 100, 200 basis points improvement in the current quarter versus on a year-over-year basis. That accrues into that labor line, right? All-in labor, you can think of as 25% to 35% of the P&L.

Obviously, improving that turnover is a key part to driving productivity and cost savings, and you're seeing that come through. As you just think about the broader buckets of cost, we talked about synergy realization. We talked about procurement optimization. Each of those levers are being pulled, and the team is being able to deliver in excess of, as I said, what was already pretty ambitious 2025 expectations. You're right, Q3, the expectation is it continues. For the guide, the year as a whole, we now see an incremental 20 basis points at the midpoint over what was already our starting 100 basis points. We're really excited for the continued performance and proud of how well everyone is executing on these strategic plans.

Sabahat Khan (Managing Director of Global Research)

Thanks very much.

Operator (participant)

Thank you. Our next question from Stephanie Lynn Benjamin Moore from Jefferies LLC. You may now proceed.

Stephanie Lynn Benjamin Moore (Analyst)

Hi, good morning. Thank you. Patrick, you noted previously that your M&A pipeline, the majority of the pipeline you're looking at was tuck-in acquisitions within existing markets. Just curious if maybe that has changed at all as you look at the back half, and if you could maybe speak to the visibility to M&A you have in the second half of this year. Thanks.

Patrick Dovigi (Founder and CEO)

Yeah, no problem. Thanks, Stephanie. I think from where we sort of sit today, it's been a very busy first half of the year, one with the original carve-out of the ES business, and then the recapitalization of the infrastructure business combined to what we do every day on the solid waste side. I think we've deployed just over $300 million of capital today into M&A. I think we guided to $700 to $900 million spend this year on M&A, and we're fully on track to do that, fully on track to achieve the high end of that range. Visibility is very good. Although there won't be a large in-year contribution from the M&A, I think setting us up perfectly for an outsized year of growth in 2026 because of the rollover effect of that M&A that's going to close in the back half of the year here.

Very good visibility. In terms of moving to new markets, nothing has changed on that thinking. Continued focus is on densifying existing markets where we have underutilized post-collection assets. We think that's going to get us the highest returns on our vested capital. For the time being, that's where we're focused, and we don't see any reason to step outside those markets that we're currently operating in today.

Stephanie Lynn Benjamin Moore (Analyst)

Got it. Thank you. Maybe just a follow-up to the volume performance. I think at this point, we've all seen or heard that obviously the industrial economy is really weak. There can be lumpiness with special waste volumes, but your volume performance definitely continues to be a clear standout. If you could just kind of talk about the puts and takes for the volume performance in the quarter, specifically with, as you noted, both regions saying positive contribution. Thank you.

Luke Pelosi (EVP and CFO)

Yeah, thanks, Stephanie. It's Luke here. Happy to walk through it. It's again performance that we're sort of proud of, and I think it speaks to some of the strategies that we've been talking about, both in terms of market selection as well as the strategic investments that we've been sort of making. I mean, on the market selection piece, again, we've spoken to the benefit we have of having large businesses in the U.S. Southeast, where a lot of people are sort of moving to, and new houses yields new business, which yields new opportunities for us. Also, regulatory environment. Canada as a whole tends to historically have been a good volumetric business just by virtue of increased regulation that drives volumetric opportunities. We're certainly seeing that with EPR, which ties into the sort of strategic investment, right?

The regulatory change gave opportunity for capital deployment that we saw as an attractive return profile. As you know, we have heavily invested in that. There have been a couple of years we've been on these calls talking about all this investment we've been making. Now, fortunately, we're finally at the time where we get to reap the rewards from that, and it's sort of playing out as anticipated. Canadian volume was 6.3% for the quarter. It was 6.9% in Q1, but Q1 benefited from one large event-driven sort of destruction of a car plant, which was about $10 million of transfer station volume we called out. If you exclude that, Q1 was 4.6%. You're really now sequentially increasing to 6.3% in Canada for Q2. EPR is a big driver of that, as it was intended to be.

If you back that out for Canada, it's about sort of 2.5% volume growth, which I think is just a sort of function of the quality of the business that we have and a little bit of the catch-up of Q1 because recall that was a little bit sort of muted by virtue of the real sort of winter that was experienced in many markets. The U.S. is arguably the more sort of shining star in that volume growth returned positive from what we had in Q1. Q1 had heavily weather-related impacts, but to print positive volume growth there despite the industrial and construction-oriented slowdown, I think it really speaks volumes, pardon the use of that word, to the business that we have there. If I look at C&D waste, it was down 8% quarter over quarter, which I think is a function of that sort of macro piece.

Now, as we said in the prepared remarks, we've never been able to grow a business that had a high degree of exposure to the most cyclical ends of the market. That's really coming out of our historical leverage profile. I think we have more de minimis exposure to some of the soft areas, but it's also just a function of benefiting from the investments that we've made, both organically and inorganically. We're excited to sort of continue as we go forward.

Operator (participant)

Thank you. Our next question is from Patrick Tyler Brown from Raymond James & Associates Inc. You may now proceed.

Patrick T Brown (Managing Director)

Hey, guys. This is Tyler. Can you hear me?

Patrick Dovigi (Founder and CEO)

Yeah, we can hear you.

Patrick T Brown (Managing Director)

Hello. All right.

Patrick Dovigi (Founder and CEO)

Yeah, Tyler, we can hear you.

Patrick T Brown (Managing Director)

Sorry, I don't. Yeah, good deal. Hey, Luke, can we go back to volumes? I just need some clarification because I think it's a little bit confusing. You printed 2.5% volumes, but my hunch is the vast majority of that was EPR and R&G investments layering in. Is that correct? On the 25 to 75 basis points on volume guidance, is that excluding EPR and R&G, or is that what we're going to see in the table? Does that make sense?

Luke Pelosi (EVP and CFO)

Yeah, Tyler, I'm not sure if you just heard my response to Stephanie as I just sort of covered a bunch of that. Just to reiterate, EPR, if you think about for the quarter, EPR is contributing about $20 million, $25 million of the global volume number, right? Certainly, EPR is providing a tailwind to the consolidated volumes. Now, even without that, Canada volume is positive 2.6%, and the U.S. volume is also positive. Yes, you got a big chunk of it for being EPR. Remember, EPR was in our base guide, right? For the year as a whole, the initial guidance was assuming we were going to be, call it roughly flat on volume. I think we said minus 25 to positive 25. The new guide takes that up 50 basis points. Now we're saying 25 to 75.

A little bit of that outperformance of our original guide is incremental EPR benefits, right? We're doing a little bit better than what the performer was on EPR volume. The balance of that incremental volumetric guide is just broad-based volume across the system. On R&G, just by virtue of our arrangement, very de minimis amount of our R&G EBITDA is actually manifested in the revenue line, right? It's just all the sort of JV EBITDA pickup. R&G really is not factoring into the volume story. EPR is, although I would say the guidance raise is less about EPR and more about broad-based outperformance.

Patrick T Brown (Managing Director)

Okay. That's very helpful. I appreciate that. I know the CapEx is obviously split between the U.S. and Canada, but just any broad color on the dollars of what bonus depreciation means in 2025. If I go back to the analyst day, I think you said that you were expecting, call it a mid-40s free cash conversion. With bonus depreciation, does that maybe jog up, say, 100 basis points or something like that? Just any color there.

Luke Pelosi (EVP and CFO)

Yeah, great questions, Tyler, and obviously sort of very topical. For the current year, bonus depreciation is expected to be about $25 million, $30 million tailwind, right? That's really, as you said, coming out of the U.S. dollar CapEx. As we said in the prepared remarks, I really have a little bit of extra CapEx, really $25 million associated with one transfer station site that we used to lease and we had to buy because we couldn't lose it. Then a little bit of working capital investment. That's sort of a wash at the free cash flow line. $25 million, $30 million bonus depreciation benefit this year. That ramps up, $40 million next year and then grows from there, obviously contingent on the U.S. dollar qualifying CapEx spend. To your point on the free cash flow conversion, and I think that's a very important one.

If you think about the page that you're referring to in the Investor Day deck, we said, "Hey, over the next couple of years, you get up to 2028, you got roughly $9 billion revenue, $2.9 billion, $3 billion of EBITDA, and we're going to be converting sort of mid, low to mid-40s free cash flow conversion." What were the drivers of that? It was the EBITDA margin expansion. Capital intensity is what it is. We're going to enjoy a reduction in cash interest intensity as we migrated towards a more industry norm level of cash interest burden. Partially offsetting that was going to be this ramp in cash taxes, right? Because we're now sort of cash tax payer and we're going to go from cash taxes historically being 30 to 40 basis points of revenue.

That was going to ramp up to the sort of 200 basis points of revenue that it represents for all of our peers. What the bonus depreciation is going to do is materially slow down that ramp in the cash tax burden. All other things being equal, if you go back to that Investor Day where we said $2.9 billion to $3 billion of EBITDA, I'd call it 43% to 45% free cash conversion. That would have been $1,275 million to $1,325 million of free cash. Now you'd say you'd be $50 million better than that, right? To your point, I think it equals about 200 basis points of incremental free cash flow conversion. That 2028 is a long way away, and there's obviously a lot of moving pieces.

Absolutely, wherever we were going to get to before, we probably now have 100 to 200 basis point tailwind that's going to allow us to hit that four handle and go through that at a free cash flow conversion faster than we otherwise would have.

Patrick T Brown (Managing Director)

Right. Okay. Great color. Thank you, guys.

Operator (participant)

Thank you. Our next question is from Kevin Chiang from CIBC Capital Markets. You may now proceed.

Kevin Chiang (Director of Institutional Equity Research)

Hey, thanks for taking my question. Good morning. Luke, you kind of highlighted the strong organic growth in Canada. EPR is obviously a contributor there. It does feel like EPR is coming in as expected, maybe a little bit better. Just wondering, I know in the past you've talked about as a team kind of upside to EPR, EBITDA, relative to the base cases. Is that kind of what we're tracking to now? Is that something we could see in future years, like in 2026, 2027, as you continue to build on this EPR revenue stream?

Luke Pelosi (EVP and CFO)

Yes. Kevin, what we're seeing in the current year is not those incremental opportunities, I just want to be clear. This is really picture a scenario of Montreal. We open our MRF to deal with EPR. We're expecting to do volume of 100 in the first year, and we're actually doing volume of 110 because our customer base is using our facility on a sort of temporary basis as other components of EPR get up and running. I think we're benefiting from some transitional style volumes that effectively are going to allow us to ramp to the $130 million of EBITDA faster than we otherwise would have. If I use that Montreal example, this incremental volume that I'm enjoying today, I'm not going to have that necessarily into next year, but incremental contracts are going to come on that will effectively replace it.

I'd say what we're enjoying today is a modest sort of pickup of just volume associated with the transition to EPR. The broader opportunities remain. I'm going to let Patrick speak to that, but we still see across the country incremental opportunities as we have before. Patrick, do you want to provide some color on that?

Patrick Dovigi (Founder and CEO)

Yeah. If you look at EPR, I mean, there was, as we talked about, a couple of opportunities. One that was in sort of Maritimes on Canada, which we were not successful on. There's still a couple of opportunities in Quebec that we feel we're very well positioned for. As Western Canada comes online, again, very well positioned with our assets. Everything is tracking the plan. I think the investments we made are going well and are on plan. If we can just keep up this trajectory, it will play out as we anticipated.

Kevin Chiang (Director of Institutional Equity Research)

That makes sense. Maybe just a quick modeling question, I guess. Maybe this is for you, Luke. Obviously, a lot of M&A this year, and it seems like the pipeline is huge. You spoke of outside contribution in 2026 from M&A completed this year. As I think of how that impacts the corporate line item, should we assume that stays flat? Because if I recall at the investor day, you kind of talked about as you build out the platform here, that corporate cost gets a little bit more incremental leverage into the bottom line. Is that kind of the right way to think about it as we think about the earnings contribution on a consolidated basis from this elevated M&A activity?

Luke Pelosi (EVP and CFO)

Absolutely, Kevin. I think you're thinking about it exactly right. I mean, we've made investments over the last years into the corporate office just as we grew as a public company. Most significantly over the last couple of years in IT-related infrastructure and cloud, etc. I think where we're at today is we have the corporate function that we need, and we do not see the need for material incremental investments. Now is the time to drive meaningful operating leverage on that line. Recall, we had levered that line down to sort of a 2.5%, 3% of revenue, but then with the divestitures, both the smaller pieces through 2023 and then the ES divestiture, that cost bucket sort of jumped back up to the sort of 4% as we retained a lot of that sort of corporate infrastructure.

Now, we fully anticipate from a modeling perspective for that item to sort of grow organically at a sort of low to mid-single digit number, whereas the top line will be able to grow at a faster clip by virtue of the M&A, and you should get the exact operating leverage that you're describing.

Kevin Chiang (Director of Institutional Equity Research)

Perfect. That's great clarification. Thank you very much, guys.

Patrick Dovigi (Founder and CEO)

Thanks, Kevin.

Operator (participant)

Thank you. The next question is from Konark Gupta from Scotiabank Global Banking and Markets. You may now proceed.

Konark Gupta (Equity Research Analyst)

Thanks, Tim. Good morning, guys. Just probably first on the guidance for revenue and adjusted EBITDA. It looks like FX is shaving off 50% to like two-thirds, 50% to two-thirds of your revenue and adjusted EBITDA bump for the full year. What about the remaining items that are driving the guidance up? I mean, I think you had some M&A sort of catch-up from Q1, I guess, and then you had some incremental M&A, I guess. You've seemed to bump up volume and pricing assumptions as well. Can you put some numbers into the buckets in terms of what's driving those revenue and adjusted EBITDA attributions? Hello.

Luke Pelosi (EVP and CFO)

I'm sorry. I think we had some technical issues. Connor, can you hear me?

Konark Gupta (Equity Research Analyst)

I can hear you. Can you hear me now?

Luke Pelosi (EVP and CFO)

Yeah. I'm sorry, Connor. I'm not sure where we cut off, but what I'll describe is for the update to the guidance. Really what you have, incremental M&A completed, as we've said, we have sort of $70 to $80 million of incremental M&A contribution. Recall when we gave the guidance for the year of the $105 million, we said roughly $30 million of that was already included in the base guide, as that happened on January 1. You have an incremental, call it $70 to $80 million coming out of M&A. You then have $75 million of FX headwinds going against you, and that's just the translational impact of FX. Those were a bit of a wash. What are you left with? You're left with organic growth, and we're effectively bringing up pricing 50 bps, bringing up volume roughly sort of 50 bps, right, are driving that.

Going against that on the organic side is really commodity and fuel surcharges, right? Commodity price about $10 million sort of headwind versus the original guide, and same with fuel surcharges, right? That's just a function where the sort of diesel price went. You have a $5 to $10 million headwind on the fuel surcharge line just as that re-rates to tie to sort of diesel pricing. You put those, those are the pieces that at the revenue line, and the EBITDA bridge just sort of follows accordingly, right? I mean, the M&A comes in at slightly decreative margins initially. Price all falls to the bottom line. Volume falls at an appropriate margin. The fuel surcharge really doesn't have an impact falling down to EBITDA as you're getting an equal and offsetting change to sort of diesel costs. The commodity falls all to the bottom line, right?

That $10 million is straight flow through. The FX is at roughly the consolidated margins. When you do that bridge, what you're going to be left with is an incremental EBITDA pickup. That's less about the revenue, but just more about the sort of operational efficiency, productivity, and self-help levers we've been realizing and getting incremental benefit from that in the current year period.

Konark Gupta (Equity Research Analyst)

Yeah, that's really helpful. Thanks so much for that. In terms of the second quarter margin drivers, I think you guys had a pretty solid margin expansion compared to the rest of the industry. I think you talked about sort of unique markets for you guys and some other levers. Is it possible to kind of attribute some of these margin expansions you saw in Q2 to some buckets like EPR, to the volumes, and maybe some commodity impact and all that?

Luke Pelosi (EVP and CFO)

Yeah, Connor. Great question. Again, margin expansion, industry leading, we believe, and something we're sort of proud of. Also, as anticipated, you can see the Canadian segment margin expanding significantly as we're sort of getting the benefits of those investments that we've made. That's sort of been beneficial. What we historically do and happy to walk through is the sort of impact of the exogenous factors, right? If you think for the quarter, commodities was about a 30 basis point headwind to margin, whereas RNG and fuel, two other sort of externalities, if you will, were about a 25 basis point tailwind. Additionally, Q2 is the last quarter where we're getting the tailwind from the Michigan divestiture. That was about a 75 basis point tailwind year over year. The M&A contribution for this quarter came in about a 20 basis point headwind.

When you put those all together, you're still left with roughly 160, 170 basis points of underlying base business margin expansion. In there, you have all the pieces. You have the price-cost spread, you have EPR, and you have the realization of the ongoing operational efficiencies, both synergy realization and the cost optimization efforts we've been undertaking.

Konark Gupta (Equity Research Analyst)

Yeah, no, again, I appreciate the time. Thank you.

Operator (participant)

Thank you. Our next question is from Michael Doumet from National Bank Financial Inc. You may now proceed.

Michael Doumet (Equity Research Analyst)

Hey, good morning, guys. Nice quarter. As it relates to margins and the investor day expectations, I think you discussed some of this already, but the guidance margin expansion in 2025 suggests you're moving obviously a little bit faster, particularly given some of the headwinds, the known headwinds this year, and some of the R&G benefits that you're expecting to realize in the outer years. Would you characterize it as executing more quickly and therefore maybe pulling forward some of that margin expansion, or are you just finding more ways to expand margins at this point?

Luke Pelosi (EVP and CFO)

Yeah, Mike, that's a great question. I think it's predicated on there's never an assumption that that march to the low to mid-30s margin that we articulated in investor day was going to be straight line, right? There have been some investments over the past few years into things like R&G and EPR that were supposed to start bearing fruit in a material way as of 2025. I think you're getting this initial sort of pickup and lift from some of those investments that's going to give some significant tailwind to that walk to our margin goal, if you will. That's certainly part of it. We're raising the guidance another 20 basis points in the midpoint, and I think that is the acceleration, right? We are achieving higher margin than what the initial sort of plan was, and I think that could be viewed as the sort of acceleration component.

The outsized margin expansion of 2025 was always sort of part of the plan. I think 2026 has an opportunity to be another one, right? You're going to continue to have sort of EPR and some of these other investments we made fully sort of come online at their margin accretive profiles. I think we'd be remiss at this point, based on 2025 performance, to now say the new bogey is something materially higher than mid-30s. Certainly, performance like this further enforces our confidence in the ability to execute on that plan that we put out.

Michael Doumet (Equity Research Analyst)

That's right. Thanks, Luke, for that. If I go back to the prior expectations for EPR-related adjusted EBITDA growth through 2027, it seems to me that the EPR should provide, call it like a baseline organic growth of about $80 million to $100 million per year. I know that could deviate year to year, but does that not translate into the view that GFL Environmental Inc. should be a consistent 1% to 2% organic volume growth going forward before layering other expectations? Just wanted to get your thoughts on that.

Luke Pelosi (EVP and CFO)

In terms of the growth, Michael, just to be clear, the majority of EPR is going to be in hand by the end of 2025. We're going to have a sort of tail into 2026 and then a little bit in 2027. If we quantified $130 million of adjusted EBITDA, you're going to have a substantial majority of that in by the end of 2026. This is really a sort of near-term growth profile, not so much an ongoing source of growth over that sort of multi-year projection.

Michael Doumet (Equity Research Analyst)

Okay, no, thanks for the question. Appreciate it.

Operator (participant)

Thank you. The next question is from James Joseph Schumm of TD Cowen. You may now proceed.

James Schumm (Senior Analyst of Environmental Services and Energy Transition)

Good morning. Nice quarter. In the past, I believe you've noted exposure to economically sensitive businesses was only roughly 3% of your revenues versus a much higher double-digit number at most of your peers. This seems like an important competitive advantage right now. What do you think drives the difference with peers? Can you sort of outline what your exposure is specifically to construction volumes or what your exposure is to industrial volumes separately?

Patrick Dovigi (Founder and CEO)

Yeah, I think the historical comment was largely driven around C&D-related volumes, right? C&D-related volumes at GFL have been sub sort of 5%. Industrial volumes are significantly more than that. I think that'd be pretty consistent with our peers. I think some of the difference you're seeing is just regionally focused, right? Where there's more impacts coming from tariffs and tariff-related businesses. I don't think our business is materially different. I can't speak for what others have in terms of C&D volumes, but our C&D volumes, that reference was made to C&D volumes that were sub 5% of the overall sort of book of business.

James Schumm (Senior Analyst of Environmental Services and Energy Transition)

Okay. Could you just update us on your fleet conversion, either to automated trucks or compressed natural gas trucks? What's going on with that at the moment and how that's proceeding?

Patrick Dovigi (Founder and CEO)

Yeah. If you go look back to the investor day, I think roughly sort of 20% to 25% of the fleet today is CNG. We had the ability to move that to somewhere between 50% and 55% reasonably within the book. I think that is largely on track over the next three to four years. I think we're 50% of the way there in terms of our CNG and automated fleet conversion. I think a lot of that will happen on the backs of these EPR collection contracts where we're moving away from rear load collection into more automated collection and moving those trucks off of diesel onto compressed natural gas in some of our largest residential contracts, as well as on the City of Toronto renewals. We basically renewed two of our largest municipal contracts that come on. The renewals take place in mid-2026.

All of those trucks will be converted to compressed natural gas. I think you'll see that number start moving up materially over the course of 2026 and 2027.

James Schumm (Senior Analyst of Environmental Services and Energy Transition)

Okay. Great. Thanks, guys.

Operator (participant)

Thank you. The next question is from Christopher Allan Murray from ATB Capital Markets. You may now proceed.

Christopher Murray (Analyst)

Yeah, thanks. Thanks, guys. Good morning. Maybe just a quick kind of question on M&A and just what we're thinking about. If you're looking at M&A for the contribution for 2026 as it stands today, let's not talk about future acquisitions. What's the rollover amount that you're thinking that you have today?

Luke Pelosi (EVP and CFO)

Chris, it's Luke speaking here. He bought $105 million for the year. The vast majority of that was bought very early in the year, so you call it roughly. You're left with $30 to $40 million bought in Q2, so you're going to have roughly half a year conversion. I think where we sit today, the rollover is probably measured in, call it, $10 to $30 million of revenue. I think what Patrick's prepared remark comment was really referring to, if you go and deploy another sort of $600 million on the last quarter of the year or back half, say roughly round numbers, that means you're buying $300 million of revenue. The majority of that is going to be rolled over into next year, and that's what's going to give rise to a good head start as you think about 2026 growth.

Christopher Murray (Analyst)

Okay. That's helpful. Thanks. Another question, just as I'm sitting here kind of listening to the call, we've heard about potentially some proceeds from GIP. Certainly, maybe the cash flow conversion number moves up. I start thinking about leverage. It sounds like you guys are probably comfortable running plus or minus three times now. If we start thinking about capital allocation, the business is going to throw off probably enough cash to fund what I would call normal course CapEx, probably allow for kind of an M&A bucket. That's something where you're at right now. Outside of maybe proceeds from things like GIP being used for outside share repurchases or something like that, how are you guys starting to think about capital allocation? Now, as the business continues to mature, is there room to start increasing the dividend to bring it more kind of in line with peers?

I know historically, it's always been it's there, but the focus was more on M&A. Is there more thought around the balance and how you're going to deploy capital as you're kind of getting to be more stable and maybe better earnings and cash flow generation?

Patrick Dovigi (Founder and CEO)

Yeah. I mean, we said that. We will, as part of the capital allocation program and the deleveraging program. Obviously, with the continued repatriation of funds from some of these assets that we don't own that aren't all part of sort of our income statement today, I think that affords us ultimate flexibility again to continue executing on share buybacks and increase dividends. That is part of the plan. We think over the next sort of 12 to 24 months, that will continue to be part of sort of our capital deployment plan. You are correct in saying that, and that dividend will start normalizing sort of over that period.

Christopher Murray (Analyst)

I'll leave it there. Thanks, guys.

Patrick Dovigi (Founder and CEO)

Thank you.

Operator (participant)

Thank you. The next question is from Jonathan Mark Windham from UBS Investment Bank. You may now proceed.

Jon Windham (Head of Alternative Energy and Environmental Services Equity Research)

Perfect. Hey, congratulations on the result. I'm bucking the trend here on a better-than-expected result. Actually, I had a very big picture question. If we could talk about the Canadian dollar-U.S. dollar ratio, it has been more or less range-bound for about a decade, between like 1.25 and 1.41, something like that. Given all the political uncertainty and a lot of changes, how do you feel, and what is the strategy to, how do you feel insulated to maybe bigger swings in that ratio? If you could just talk through how you might be insulated in your hedging mitigation strategy should there be a bigger move outside of this sort of 10-year range. Thanks. Appreciate it.

Luke Pelosi (EVP and CFO)

Hey, John. Great question. I mean, often we're in the weeds of price or volume. It's nice to hear something a little bit sort of bigger picture. Certainly something we give a lot of thought to, particularly considering we are the one outlier to the peer group, right, in terms of the implications of changes in foreign currency as we're moving in the opposite direction. Underlying, when you look, there's a pretty good and nice natural underlying economic hedge when you look at across sort of interest expense, capital deployment, etc., between the cash flows that we bring in and those that go out. From our perspective, what we're really at today is more sort of translational type issue.

I think the reality of the business and direction travel is Canada is still a massive growth market for us and will be, but the law of big numbers is going to have the U.S. proportion business grow at a faster clip. I think you're going to get to a point where a U.S. dollar functional currency is probably the right choice for the business, and you would flip to be a U.S. dollar reporter and be consistent with our sort of peer group. I don't think that that's a 2025 activity, but I'd say that's more in the sort of near to medium term versus the long term. In terms of the actual underlying economics, obviously, as our business mix changes between Canadian and U.S., that's something we'll continue to evaluate. As I said today, there's a pretty nice natural economic hedge between interest expense and CapEx.

Obviously, as the ratios change, it's something we'll sort of stay on top of. Obviously, there's a whole magnitude of synthetic or direct hedging instruments that can be used to navigate to the extent our exposures are no longer naturally economically hedged.

Jon Windham (Head of Alternative Energy and Environmental Services Equity Research)

Really appreciate it. Thanks.

Operator (participant)

Thank you. The next question is from Toby Sommer from Truist Securities Inc. You may now proceed.

Tobey Sommer (Managing Director)

Hi, all. It's Henry on for Toby here. Thanks for taking my questions. Maybe just to start with, kind of going back to that industrial and construction activity and the macro, obviously, it's soft. You mentioned the soft environment. Just your thoughts on how those areas look progressing through the year and into 2026. Do you see any sort of rebound, or is it kind of too early to tell?

Patrick Dovigi (Founder and CEO)

I mean, listen, it's very hard to tell. Obviously, we're in a very sort of uncertain environment, just politically and what's happening sort of globally with tariffs, etc. I think from my perspective, I personally believe that I don't see C&D volumes recovering anytime too soon. I think once we get more clarity on tariffs, etc., the industrial market will pick back up and people will figure out what the new norm is and how they're going to operate or how they can operate and what environment they will be operating under. I think just the uncertainty in the market of today, a 10% tariff, tomorrow, a 50% tariff, maybe a 30% tariff, is just limiting people's ability to make real capital investments at the moment. I think that will reverse. It has to reverse.

It'll just be a question of when, but I think we are months to a year away from that. Because again, once those decisions are finally made, then it takes time to sort of ramp back up. We're not anticipating anything material to come back for the balance of this year and into the beginning of next year. We'll see how it goes. Seems like there's some clarity coming forward, but I think people just need to get a really good handle on what environment we're going to be operating under.

Tobey Sommer (Managing Director)

That's very helpful. Thank you. Just a quick one. With the new U.S. administration, I'm just curious if you all are seeing anything around an easier path for M&A, to more of a deregulatory environment. Anything around a lack of second requests helping that out? I guess in the long term, over the next three, four years, do you expect that environment to get easier? Thank you.

Patrick Dovigi (Founder and CEO)

Yeah. I mean, I think for large-scale M&A, I guess in theory the process maybe will get made more straightforward and maybe a little bit less scrutiny. By and large, we've never had a real issue getting through the sort of HSR process. I mean, when we look at M&A opportunities, we assess our ability to move through that process relatively quickly, just given the number of opportunities we have. Keep in mind, if we're doing 45 to 50 acquisitions a year, we may have one or two that cross that threshold of actually needing HSR approval. The lion's share of what we're doing is well under the HSR cap today of, I think today it's like $125 million, $127 million of gross purchase price. The lion's share of what we're doing today is under that. Not a huge differentiator today for us, given the administration change.

If we were looking at some large-scale M&A, maybe the process would be a little bit quicker, but nothing material.

Operator (participant)

Thank you. The next question is from Charlie Zacharia from JPMorgan. You may now proceed.

Tami Zakaria (Executive Director)

Hey, good morning. Is my line on?

Patrick Dovigi (Founder and CEO)

Yes, we can hear you.

Tami Zakaria (Executive Director)

Hi. This is Tammy Zakaria from JPMorgan. Thank you so much for taking my question.

Patrick Dovigi (Founder and CEO)

Sure.

Tami Zakaria (Executive Director)

Just one question. Given some of the labor strike that's ongoing in the industry, are you considering any scenario where there could be incremental wage pressure maybe in the future? Any thoughts on mitigating that? I heard that you're raising your pricing outlook, but any comments on what you could expect from a price-cost spread perspective in the medium term if there is, in fact, any wage inflation in the industry?

Patrick Dovigi (Founder and CEO)

Yeah. I think from where we sit today, some 10% of our employee base is unionized today, so a fairly de minimis amount of unionized workers. That being said, where we sit today, we think throughout the book, we're always constantly revisiting employee wages, etc. We don't think strike mandates are in the cards at GFL in any material way. We think with the ramp in labor costs between late 2021 and through 2024, the lion's share of our drivers are fairly competitive today and above market for where we're operating. We don't see that as a material risk within the existing book today. Obviously, we're always constantly reevaluating it, and we continue to do that on a quarterly basis. I think we feel pretty good, and I think the turnover stats amongst all of the majors sort of reinforce that point.

You don't have drivers hopping around, going and looking for an extra dollar here or there. You have turnover rates coming down to more normalized levels that you would have seen pre-COVID. With voluntary turnover rates in the high teens today at GFL, we think that is a comfortable place to be. It's a happy balance. Obviously, we want to continue pushing that as low as possible, but that's a very good indicator in terms of where we are on wages for the environment that we're operating in today.

Tami Zakaria (Executive Director)

Understood. Wonderful. Thank you.

Patrick Dovigi (Founder and CEO)

Thank you so much.

Operator (participant)

Thank you. There are no questions waiting at this time. I will pass the conference back over to Patrick for any additional remarks.

Patrick Dovigi (Founder and CEO)

Thank you very much, everyone. We look forward to speaking to everyone after Q3 results. Thanks for joining.

Operator (participant)

This concludes the GFL Environmental Inc. second quarter 2025 earnings call. Thank you for your participation. You may now disconnect your line.