GFL Environmental - Q3 2024

Transcript

Operator (participant)

Good morning, and thank you all for attending the GFL Third Quarter 2024 earnings call. My name is uncertain, and I will be your moderator for today. All lines will be muted during the presentation portion of the call, with an opportunity for questions and answers at the end. I would now like to pass the conference over to your host, Patrick Dovigi, Founder and CEO at GFL Environmental. Thank you. You may proceed, Patrick.

Patrick Dovigi (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 third quarter and providing updates on other items. I'm joined this morning by Luke Pelosi, our CFO, who will take us through the forward-looking disclaimer before we get into details.

Luke Pelosi (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 (CEO)

Thank you, Luke. The momentum from our exceptional first half of the year continued through the third quarter, resulting in nearly 20% adjusted EBITDA growth and another quarter of industry-leading margin expansion. The strength of our ongoing operational and financial performance this year once again demonstrates the dedication of our employees, the quality of our asset base, and the effectiveness of our overall value creation strategies. The impact of the commitment we see every day from our employees cannot be understated. Our employees' handling of the two hurricanes that hit within a two-week period is just one example. Given our extensive operations in the U.S. Southeast, the hurricanes had the potential to be severely disruptive to our operations. The extensive preparation and exceptional execution of our teams ensured that we were able to keep everyone safe while continuing to provide essential services to our customers.

Once again, I am humbled by the more than 20,000 men and women on Team Green. Consistent with our guide, the third quarter saw the highest adjusted EBITDA margin in GFL's history at 31.1%, a 300 basis points margin expansion over the prior year. This margin expansion is driven us using all the levers that we have talked about in the prior quarters: our disciplined approach to pricing, generating higher price-cost spread against moderating cost inflation, the accretive margin benefits of shedding low-quality revenue and the exiting of non-core service offerings, improved productivity, onboarding efficiency, and low cost of risk associated with improving employee turnover, and an M&A strategy synergy realization as the businesses we have acquired continue to mature within our existing footprint. Luke will walk through more of the specifics on the margin bridge, but we are extremely pleased with how things are working.

This quarter's results once again demonstrate the highly predictable and recurring nature of our business model and further enforce our conviction in our near-term roadmap that we believe will continue to drive industry-leading financial performance. In the quarter, we continue to execute on our capital allocation strategy exactly in line with the framework we provided at the end of last year. We are on track to deploy approximately $900 million on both M&A and incremental growth investments this year, as previously announced. During the third quarter, we deployed $96 million into these incremental growth investments, primarily related to recycling and RNG infrastructure. We have commissioned two new MRFs so far this year and expect two more to come online in early 2025. Some of our EPR-related collection contracts started up in the third quarter, and we will see more start-up between now and 2026.

The contribution from EPR will be a growth tailwind over the next 24 months, and we remain optimistic about incremental contract wins above and beyond the $130 million of EBITDA we have already talked about. As anticipated, two new RNG plants were commissioned in Q3, and we expect a third to come online before year-end. All three of these projects will drive incremental contribution in 2025 and beyond. We also deployed $47 million into three tuck-in acquisitions and continue to have a robust pipeline of attractive M&A opportunities in our markets. We ended the quarter with net leverage of 4.05, the lowest in GFL's history, demonstrating our absolute commitment to the capital allocation and deleveraging targets that we previously shared. As we previewed in August, we officially launched a robust process to evaluate the sale of our Environmental Services segment in September.

As anticipated, the best-in-class quality of this asset, coupled with its near-term growth opportunities, has attracted a significant number of highly credible potential buyers from diverse backgrounds. Based on the first-round bids that we received last week, we are highly confident that a transaction at a valuation equal to or greater than we have previously suggested can be signed and announced before we report our full-year results in February. We have conviction that the transaction should net a minimum of $6 billion in after-tax proceeds. We expect to repay at least $3.5 billion of debt, with the remainder available to buyback stock and for general corporate purposes. Before I hand the call over to Luke, I want to take a minute to talk about the security incident that you may have read about in recent media reports in the context of where GFL is today.

I started this business in 2007 with one solid waste transfer station and four old rollout trucks and $250,000 in start-up capital. This December will be GFL's 17th anniversary as a company, and today we are the fourth-largest diversified environmental services company in North America. We have operations across 10 Canadian provinces and 25 U.S. states, and this year we are approaching $8 billion in annual revenue. We have millions of customers who trust us to provide them with their essential environmental services, including the over five million households that we service across Canada and the United States weekly. We have achieved this level of success by providing high-quality service at a fair price and through the more than 250 acquisitions we have completed to date, with many of those owner-operators staying on with us post-acquisition to continue to contribute to the integration of their businesses into GFL.

We have a reputation in the industry of doing what we say we're going to do, and we are very proud of that reputation. Investors in GFL now include the highest-quality institutions, from private equity funds to pension funds, sovereign wealth funds, and leading financial institutions around the world. Many of our investors have been with GFL since our early days and have done extensive due diligence on GFL, our leadership team, and the industry. All of our long-term investors have earned significant returns on their capital that they've invested with us. They have and continue to put their confidence in us to be the stewards of their capital and create long-term value for them. We do not take that trust lightly. Regarding the recent events, we are not going to comment on any specifics because the police are investigating these incidents, and the investigations are ongoing.

While the media likes to speculate, we would encourage everyone to allow the authorities to do their work. We are cooperating in the investigations and trust that the authorities will bring them to a successful resolution, hopefully in the near term. We are also working with a third-party security consultant to review our security measures and any additional precautions we should be taking. While the authorities continue to do their work, we also remain focused on the safety and well-being of our employees, who, as I said before, are the core to everything we do. The results we've achieved this quarter and throughout our history are a reflection of all of the hard work and dedication of GFL's more than 20,000 employees. We have hundreds of facilities across our platform, and these incidents are not going to derail or distract us from continuing to drive the business forward.

I will now turn the call over to Luke for additional color on the quarter, and I will then have some closing remarks before we open it up for Q&A.

Luke Pelosi (CFO)

Thanks, Patrick. Consolidated revenue for the quarter of $2.015 billion was right in line with our guidance after giving effect to FX and commodity prices. The third quarter saw 11.3% revenue growth in solid waste when excluding the impact of the divestitures, driven by stronger-than-expected solid waste pricing of 6% and volume of minus 0.8%, a 90 basis point sequential improvement over Q2, despite initial storm-related impacts at the end of the quarter. We expect volume to turn positive in the fourth quarter, and as we anniversary most of the impacts of our targeted volume shedding initiatives. Decreases in commodity and energy prices reduced third-quarter revenues derived from the sale of commodities as well as fuel surcharges compared to our guidance, a trend we expect to continue in the fourth quarter.

Environmental services revenue was up 3% compared to the prior year, inclusive of the impact of lower UMO pricing and a tough comp arising from a large-scale event-driven revenue realized in the prior year period. Excluding the impact of these two items, segment revenue was up 9% versus the prior year, demonstrating the strength of our price-led growth strategy to offset this lower level of event-driven activity that we continue to see in certain markets. Adjusted EBITDA margins were 31.1% for the quarter, 300 basis points over the prior year, and the first time in our history that we've reported adjusted EBITDA margins of over 30%. For context, adjusted EBITDA margins in Q3 2019, the first publicly reported third-quarter results we have, were 25.1%, this quarter representing 600 basis points of margin expansion over those past five years.

Solid Waste Adjusted EBITDA margins were up 340 basis points, inclusive of tailwinds from commodity and fuel prices, the impact of recent divestitures, and the impact of the results of our RNG joint ventures flowing through our P&L, which overcame headwinds from M&A that came in at uncertain of EBITDA margins, the dilutive margin impact of the increased cost of risk, as well as the impact of reclassification of certain costs that had been recognized in the corporate segment in the prior period. Environmental Services Adjusted EBITDA margins were 32.2%, 110 basis points ahead of the prior year, despite headwinds from used motor oil pricing and increased cost of risk. Adjusted Free Cash Flow and Adjusted Net Income were $225 million and $126 million, respectively, both exactly in line with expectations, and another data point illustrating the highly predictable nature of our financial results.

Net leverage at the end of the quarter was 4.05, ahead of expectations, largely on account of translational FX, but when looking through the FX impact, this result is consistent with the quarterly cadence on which our year-end net leverage target is based. As you all know, it is difficult to predict where FX rates will be in the future, but on a constant currency basis, we continue to track towards the net leverage range outlined in our 2024 capital allocation framework. After quarter-end, we were successful in issuing our first industrial revenue bond, a tax-efficient financing instrument commonly used by all of our public company peers. The $210 million bond was issued with a 4.375% coupon rate, approximately 100 basis points lower than the current weighted average effective interest rate on our other long-term debt.

Our initial foray into the tax-exempt bond market is another example of the incremental financing opportunities we expect to become available with our increasing credit quality profile. We have one additional secured bond in our current debt stack that becomes callable at par in the third quarter of next year. The debt markets remain highly constructive, and we expect to address these notes in advance of their maturity through cash on hand, proceeds from divestitures, or opportunistically accessing the debt markets when a window presents itself. During the quarter, we also converted approximately $14.5 million of our Series A Perpetual Convertible Preferred Shares into $16 million common shares. The conversion had no impact on our total diluted shares outstanding. Given our robust Q3 results and our expectations for the fourth quarter, we now expect revenue of approximately $7.82-$78.5 billion for the year.

All other aspects of our previously provided guidance remain unchanged. As a result, our expectation for fiscal 2024 Adjusted EBITDA margin increases for the third time this year to approximately 28.6%, representing an industry-leading 200 basis point margin expansion over the prior year. Specifically, as it relates to the fourth quarter, we expect consolidated revenue of approximately $1.94-$1.97 billion at just over 29% Adjusted EBITDA margin, representing another quarter of 300 basis points of year-over-year margin expansion. Q4 Adjusted Free Cash Flow and Adjusted Net Income are expected to be approximately $350 million and $75-$80 million, respectively. Due to the significant impact that potential sale of our Environmental Services segment would have on our financial outlook, we're going to wait until February to provide our Fiscal 2025 framework and guidance.

In addition, we plan to have an investor day in early 2024, details of which will be announced soon. However, where we sit today, we have a strong line of sight to a mid-single-digit top-line organic growth, double-digit adjusted EBITDA growth, and another year of more than 100 basis points margin expansion. Layering in the potential contribution from completing even a portion of our current M&A pipeline, we could see 2025 adjusted EBITDA grow in the low to mid-teens. I will now pass the call back to Patrick, who will provide some closing comments before Q&A.

Patrick Dovigi (CEO)

Thank you, Luke. The value creation opportunity at GFL has never been better. We have laid out the foundation for long-term growth, and we believe that we are uniquely positioned for industry-leading financial performance over the near term. This year's performance demonstrates the strength of what we have built, and moving into 2025, the setup is very clear. Continue to advance the ES sale process, giving us the opportunity to accelerate our deleveraging plan and explore options to buy back our stock. Continue to focus on generating industry-leading organic margin expansion in our solid waste business, benefit from the ramping contributions from both extended producer responsibility and our RNG facilities, and execute on our robust M&A pipeline while maintaining leverage targets and continue progressing towards an investment-grade credit rating.

As I said many times before, all that we have achieved is a testament to the hard work and dedication of all of our employees. On behalf of all of GFL's management team, I want to thank each and every one of our employees and our investors, as well as our customers and our communities, for the continued loyalty and support. This quarter also sees us announcing the change of our leadership team. In a long-planned succession, effective January 1st, Greg Yorston will transition the COO role to Billy Schaeffer, our current EVP of our solid waste operations. Greg has had a distinguished career in the waste industry of nearly 40 years. Starting in Western Canada in 1986, Greg and his family moved eight times throughout the U.S. before he settled at Waste Industries in 2013.

Greg's Canadian roots came full circle when he took on the role of COO following GFL's 2018 merger with Waste Industries. Since then, Greg has been instrumental in executing our growth strategy across our solid waste platform and instilling operational disciplines across all of these operations. I know that we would not be where we are today if it weren't for Greg's leadership and dedication to GFL over the last six years. I am personally very grateful for all of his contributions and feel very fortunate to know that GFL will continue to benefit from his expertise through 2025. Billy has been a key member of our operational leadership team since he joined us in 2021.

Billy should be familiar to many of you who, with his more than 30 years of experience in the solid waste industry, including at Republic Services and most recently before he joined GFL at Advanced Disposal. Billy has worked as Greg's right hand since 2021, and with his decades of industry and GFL experience, Billy is uniquely positioned to take on the leadership of our solid waste operations. This succession has been extensively planned, and we are highly confident in a seamless transition. I will now turn the call over to the operator to open the line for Q&A.

Operator (participant)

Thank you, Patrick. We will now begin the question and answer session. If you would like to ask a question, please press star followed by one on your telephone keypad. And we do ask that you please limit yourself to one question and one follow-up. And if you have any further you will need to press star one and get back in the queue. And again, that is star followed by one to ask any questions. We have the first question on the line from Tyler Brown with Raymond James. Your line is open.

Tyler Brown (Managing Director and Senior Equity Research Analyst)

Hey, good morning, guys.

Patrick Dovigi (CEO)

Morning, Tyler.

Tyler Brown (Managing Director and Senior Equity Research Analyst)

Can you hear me?

Hey, sorry. Hey, Patrick, I just want to kind of, thanks for all the details on the ES sale, but I just want to be clear. So the 6 billion is net of any tax leakage, and I don't necessarily want to go down a big rabbit hole here on taxes paid or how a deal might be structured. But kind of regardless of those taxes, I mean, the implied multiple on this deal is still very attractive. It's fully consistent with the multiples that you guys had talked about last quarter. Would that be correct?

Patrick Dovigi (CEO)

Yeah, that's correct. I think, Tyler, what we meant to sort of illustrate with this is, I mean, there's been lots of media attention on what the actual value of this business is. I think what we tried to articulate is that we have a very, very high degree of confidence that we will deliver a minimum amount of 6 billion in cash proceeds. Obviously, as enterprise values continue to increase so does the tax bill. And I think from our perspective, we are looking to find the most efficient structure from a tax perspective, given as increased enterprise value equals increased taxes. And I think what you can underwrite is that there's going to be a minimum of 6 billion of cash proceeds.

3.5 billion of that is going to get a minimum of CAD 3.5 billion that's going to get these proceeds to repay debt, and then the balance will be used for general corporate purposes and share buybacks. But I think that's what we clearly meant to demonstrate. We have a very high degree of confidence in that today.

Tyler Brown (Managing Director and Senior Equity Research Analyst)

Yeah. Okay. Excellent. And then big picture, Luke, as we kind of look to 2025, can we talk about some of the breadcrumbs just at a very high level, specifically around EPR and RNG? I mean, right now, how much incremental EBITDA would you expect from both of those buckets? Would it be something like 30-40 million incrementally for each in 2025, and then the contribution kind of steps up into 2026?

Luke Pelosi (CFO)

Yeah. So, Tyler, I think you're thinking about it right in terms of the ramp. I mean, if you take EPR this year, as we said, the minimal impact, I think, is $5-10 million of EBITDA in year results. That number is going to go up to call it a sort of $40-50 million next year. So you have that sort of incremental $35-45 million from EPR. On the RNG side, this year, the one facility, Arbor Hills, roughly $25-30 million of EBITDA, and I think that number should look to sort of double into next year. Obviously, on the RNG side, RIN pricing can play a factor of that, but I think we're being pretty conservative with our expectations on RIN. That's keeping it well below today's levels.

So we're basically doubling up the MMBtus with the new plants that have come on. New plants that will come on later in 2025 and into 2026 will have the minimal impact in year. So I'd say the RNG number and that sort of 35 to 45 incremental and, sorry, EPR 35 to 45 incremental and RNG in that sort of 25 to 30 range.

Tyler Brown (Managing Director and Senior Equity Research Analyst)

Yeah. Perfect. And then just to be clear, there's no, at this point, based on deals done to date, there's really no M&A impact in 2025 as of right now.

Patrick Dovigi (CEO)

No. But what I will say on M&A for 2025, obviously, with the high degree of confidence that ES, we're going to get something done in relatively short order, we've been building our pipeline. So I think next year we have a very good setup from an M&A perspective across both Canada and the U.S. So to Luke's earlier comments on just the setup for 2025 and the potential impact from incremental M&A, well, again, sort of maintaining leverage targets that we have with the focus on the investment-grade credit rating, we're going to have a very good setup with the proceeds that we receive from ES to be able to sort of double down on the solid waste businesses in our markets that are going to be sort of highly accretive to be both from a free cash flow perspective and just an operational perspective.

Luke Pelosi (CFO)

Tyler, I mean, to Patrick's point, M&A is really this kicker to what's an extremely attractive organic setup because, as I said in the prepared remarks, mid-single-digit top line. Think of it and that will come out with the specifics. But I think there's a path where you have another 100 basis points of spread of price over your sort of cost of inflation. So if you think at the margin level, if you've got a mid-single digit on the top line, 100 basis points of spread, that should give you 60, 70 basis points of margin coming out of the spread. You got RNG and EPR that we just talked to that's additive to that. The Michigan divestiture's unanniversary next year, you pick up another sort of 20 basis points there. So you don't need to believe a lot to see 100 basis points with a margin expansion.

And so just natural, organically, EBITDA would be up 8%. The RNG and EPR contributions, another 2%. That puts you at a 10% EBITDA increase before considering M&A. And we're feeling really confident in those numbers, so we think it's just a very attractive setup as we're getting into next year.

Tyler Brown (Managing Director and Senior Equity Research Analyst)

Yep. No, perfect. Sounds great. Appreciate it so much. Thank you, guys.

Luke Pelosi (CFO)

Thanks, Tyler.

Operator (participant)

Your next question comes from Sabahat Khan with RBC Capital Markets. Please go ahead.

Sabahat Khan (Managing Director in Global Equity Research Analyst)

Okay. Great. Thanks and good morning. Maybe just continuing on the margin discussion, and it sounds like you'll probably provide a bit of a medium-term outlook at Investor Day, but if you put the ES business aside, can you maybe just give us maybe or just rehash kind of the margin journey? Obviously, a peak margin this quarter, how we should think about the margins over the next two, three, four years, and maybe the bigger bucket drivers over the medium term specifically for the solid waste business. Thanks.

Luke Pelosi (CFO)

Yeah, so it sounds like you're trying to steal our thunder from investor day, but at a high level, look, I think you have the base algorithm of price-cost spread. I think what you're seeing this year and industry-wide, you're hearing the conviction going into 2025 and beyond. I think that's here to stay. We can debate what the new norm is, but I think you're going to be seeing this ongoing base margin expansion coming out of that dynamic, and I think where we're at, just in the relatively sort of infancy of some of our price discovery, we probably have some runway of that above and beyond what the industry peers are, then in addition, we have the whole discovery of ancillary pricing charges, right, which is just net newer in our book, less mature in our application of that.

And that's going to provide us what we perceive to be an incremental tailwind as we just catch up to where the industry already is. So you have a very attractive sort of price-cost spread driver of annual margin expansion. You take EPR and RNG. I mean, Tyler was asking you about the 2025 amounts, but take them all the way to fruition, and over the next couple of years, you're going to get at least $130 million of EPR coming in at accretive margins. And you have RNG that from this year's $25-$30 million is going to ramp up to $175 million plus, right, which is highly accretive. And you should realize all the benefit of that in the next sort of two to three years as well.

And then Patrick's prepared remark spoke to what's happening within the base business of the continued maturation of our optimization sort of processes within, whether that's procurement or it's asset utilization, everything we've been doing to optimize the business we have, and the continued maturation of synergy realization from recent M&A. And so when you put this all together on the remaining solid waste business, I think there's a very clear path to what should be industry-leading margin expansion, taking us to a place where we should be sort of very close to best in class on our sort of solid waste margins. So we're feeling really good. The exact breadcrumbs we'll provide at investor day, but that's the broad sort of strokes of the outlook.

Patrick Dovigi (CEO)

Great. Appreciate that. And then I think the commentary around $3.5 billion at least of debt paydown, just that high-level numbers gets you to a very low three times leverage. Is that sort of the leverage ratio, I guess? Would that be a happy place to kind of continue to do M&A and maintain leverage? Is that how we should sort of read into that low three times leverage per form of the sale? Just any thoughts you could share there?

Yeah. Obviously, the cash flow is going to continue to ramp, and obviously, with the organic growth, we're going to continue to organically grow the business, which is going to just continue pushing leverage down. I think from a rating agency perspective, you want to maintain leverage between sort of three and three and a half to get to that investment-grade credit rating, and again, we're moving all the way down there, so we're going to stay down there, so I think depending on sort of what M&A and timing of M&A could step up a little bit for a quarter or two, sure, but we're going to maintain leverage between the three and three and a half.

Great. Thanks very much. I'll pass the line.

Operator (participant)

Thank you. We now have Kevin Chiang with CIBC. Please go ahead, Kevin.

Kevin Chiang (Managing Director and Senior Equity Analyst in Equity Research)

Hi, thanks for taking my question. Maybe I'm going to just ask on EPR. It seems like as you've gone on this journey, it seems like you've kind of pointed to there being just more upside relative to the original opportunities you saw in front of you. And you kind of mentioned in the prepared remarks, Patrick, you could see upside to CAD 130 million. I'm just wondering, based on the investment you're putting forward, is there a way to think about, I guess, the blue sky earnings potential based on the capacity that you'll be putting into the market? Or when you think about the excess of 130, does that require more investment and more facilities to service those new contracts?

Patrick Dovigi (CEO)

Yeah. Like we said, Ontario is basically done, and that's the number that Luke's referencing, coupled together with an incremental opportunity in Quebec. What's still out there on the table is the Maritimes, as well as Alberta and Saskatchewan and sort of Manitoba. Those are the sort of next big ones to fall. I think blue sky scenario, you'd be pushing closer to CAD 200 million of EBITDA, right? I would say that's the blue sky scenario. Could we potentially get to the blue sky scenario? The answer is probably yes. Are we underwriting that? The answer is no, but it's certainly going to be more than CAD 130 million and potentially sort of slightly less than CAD 200 million. But we're feeling very confident about our asset positioning and our positions in those markets. Again, I guess just from an asset positioning perspective, we're in very good shape in a lot of those markets.

And obviously, with our relationship with Circular Materials and how we sort of built this program and designed the program, I think we're in a good spot to get our fair share. But as those bids continue to move forward, we're certainly at the top of the pile, and we're continuing to push forward on all of them.

Luke Pelosi (CFO)

And Kevin, I mean, as Patrick said, asset positioning. I mean, some of those markets, we can use an existing facility to drive incremental volume and profitability, so-called CapEx light. In another market, we may need to build a facility. But again, going back, the return profile of these, it's the type of business to win. We like to invest capital in places where we can have long-term visibility on predictable sort of cash flows, and the new contract of these contracts supports that. And so I think it will be a combination in the end of that sort of blue sky between using existing and building net new. But both options, I think, fit within the overall target return on invested capital framework with which we evaluate all of our capital decisions.

That's helpful. I mentioned my second question. I'm just wondering, in a post-ES sale world, and obviously, you'll have cash here to deploy towards your capital structure, does that change how you think about the working capital seasonality you have? It looks like, I guess, in 2024 here, it'll be the third year in a row where you have a pretty big working capital unwinding Q4, so you kind of have, it's a heavier lift in the first three quarters. Does that change in a post-ES world? Is that something you can address as you kind of think of a pure solid waste business?

Yeah, absolutely, Kevin. I mean, a big component of that working capital seasonality profile you see today is driven by ES. It's the most seasonal of our business. It's a function of the larger Canadian exposure it has, plus just the sort of nature of the work that gets done. I mean, this year, although the year-to-date investment in working capital is sort of exactly the same as last year, you can see more muted swings in each of the quarters, and the guide has Q4 sort of reflecting back to sort of zero. So again, smaller, more muted swings than what you had historically. Excluding ES from that, today it's commingled, but when you carve that out, the DSO profile of the business on a blended will improve to sort of a lower number, and the gap of your DPO is going to be more stable and narrower.

So I think you will see exactly what you're anticipating. Our Canadian solid waste business will continue to have a seasonality profile, which you can see in one of our other sort of peers that has a more sort of northeastern exposure, but more muted than where we are today.

Kevin Chiang (Managing Director and Senior Equity Analyst in Equity Research)

Perfect. That's super helpful. Thanks for taking my questions.

Luke Pelosi (CFO)

Thanks, Kevin.

Operator (participant)

We now have Jerry Revich with Goldman Sachs. Please go ahead.

Jerry Revich (Managing Director and Senior Equity Analyst in Equity Research)

Yes, hi. Good morning, everyone, and congratulations to Greg and Billy. I wanted to ask, as a consequence of the divestiture, could you just talk about any benefits from a simplification standpoint? Luke, you just spoke about the working capital benefits. What about organizational structure? How much does this simplify the process, create the ability to do more M&A without potentially ramping up overhead from here? Can you just address is that an opportunity?

Luke Pelosi (CFO)

Look, Jay, what I'd say is, I mean, we've contemplated divesting of ES sort of several times from a sort of de-integration perspective. I don't want to say it's standalone, but the thing is sort of autonomous isn't the right word, but not massively intertwined. And that's what gives us the conviction with the speed with which we could do something. And so why I highlight that is, look, obviously, not having that segment would simplify certain aspects. A couple less IT systems, a couple less particular administrative functions that serve to support ES. But I don't think you're going to have a step function change in our overarching overhead. Most of the ES-specific overhead is actually already burdened in the ES segment.

So if you think about my corporate cost bucket, we have like a $10-$15 million reduction that comes out of that when ES goes away, as opposed to maybe a pro rata number that you might be thinking of. And again, that's because a lot of the ES-specific overhead is already in ES. But certainly, if you look today, we balance our sort of capital allocation amongst both of the segments. And with the capital allocation constraints, if you will, sometimes we're foregoing opportunities in solid as we're sort of doing something in ES. And there's a sort of balancing coming through of that. But if you think about that corporate bucket, as we start doing the M&A, you get the sort of leverage that's going to sort of come out of that. And you're going to see we don't need incremental overhead investment.

And so with what we have, I think we have the base that's in place. And if you roll forward the model of the next four or five years, you can see what today is a sort of low 3% number, gravitating towards that 1.5%-2% number. I think we expect to get meaningful leverage out of that as we grow the business from here.

Jerry Revich (Managing Director and Senior Equity Analyst in Equity Research)

Got it. And shifting gears, your inflation was really impressive this quarter. Good pricing and inflation actually slowed from last quarter. Can you just talk about what's driving that and sustainability based on what you're seeing into October?

Luke Pelosi (CFO)

Yeah. I mean, I think it's all of the things that we, and to be honest, the industry has been talking about. I mean, you think about turnover rates, and Patrick spoke about this at our prepared remarks. While there's been a lot of focus on unit cost inflation, the efficiency and productivity associated with that sort of reducing turnover is real. And you're seeing that come through in your sort of cost inflation as well. R&M costs continue to moderate as anticipated, and we're getting the benefit of that. So Jerry would say it's not any one thing, but really a combination of all the things in conjunction with the pricing levels that we had a high degree of sort of visibility on.

So it's this combination and the recurring nature of it that gives us such sort of conviction on our expectations as they sort of set out for 2025. Again, not a specific thing, but all of the things together.

Jerry Revich (Managing Director and Senior Equity Analyst in Equity Research)

Great. And lastly, Luke, the RNG tailwind number that you pointed out, $25-$30 million, feels like you're leaving a lot of room for RIN price volatility. At $2 D3 RINs, I think the incremental earnings could be closer to $50 million from the 4 million MMBtu. Can you just expand on that? Is that to say we just had a change in the White House? Let's make sure we understand what's happening with D3 RIN prices and room to execute, or are there any discrete contract structures that we should be aware of when we talk about just $25-$30 step up?

Luke Pelosi (CFO)

Jared, just to confirm, it's two million incremental MMBtu to you, right? We got two million in hand, two million coming on, but even with that, you're right, there's some conservatism in there. One on the RNG pricing, but two more so just two of those facilities of the net new ones are coming online in Q4 effectively, and there's a ramp up until these facilities actually start contributing at sort of full run rate, so it's a volumetric conservatism, which I think is appropriate in conjunction with just some conservatism on RNG pricing.

Jerry Revich (Managing Director and Senior Equity Analyst in Equity Research)

Sounds good. Thank you

Luke Pelosi (CFO)

Thanks, Jared.

Operator (participant)

Your next question comes from Devin Dodge with BMO Capital Markets

Devin Dodge (Managing Director and Senior Equity Analyst in Equity Research)

Thanks. Good morning. Next, margin expansion in the quarter. Just wondering, have you started to realize some benefit from the investment in camera technology for non-conforming pickup conditions or recycling contamination? And then can you just remind us how meaningful that opportunity could be for you over time?

Luke Pelosi (CFO)

Hey, Devin, it's Luke speaking. The tablet initiative is sort of still in flight, piloting. Getting the things in the trucks is one thing, but then changing the sort of driver behavior and making sure we have the process in place to capture is another. We're seeing, I'd say, the infant stages of this. You can certainly see in the markets where it's being employed, the incremental dollars coming in. I want to be clear. Right now, it's really focusing on blocked bins and overloading. Recycled contamination fees, which I think our peers in the industry have broadened to, would be a sort of phase two for us. I mean, right now, we think the low-hanging fruit on the overflowing and blocked bins represents a sort of meaningful opportunity. Exactly what that is, we have $1.5 billion-$2 billion of commercial revenue.

When you think about what the incremental sort of surcharge could be coming out of that, even a sort of small percentage is a very attractive number. What we're endeavoring to do, Devin, is use the pilot to gather some intel, such as an annual investor day. We can provide an actual sort of quantification. But suffice to say, we think there's real dollars there, all of which should drop to the bottom line and just bring us to par with where our peers already are today.

Patrick Dovigi (CEO)

Yeah. And on the residential side, obviously, particularly on the back of EPR in Canada, we're developing the on-board camera system with AI technology to determine contamination rates, etc., that give us the ability to charge back based on those. And that's all in flight. I don't think that's a 2025 possibility, but I think as we move into 2026 and 2027 and beyond, the technology is getting very good, and we're piloting a bunch of different initiatives today that we think, again, will just be more value accretive as we move into 2026 and 2027.

Devin Dodge (Managing Director and Senior Equity Analyst in Equity Research)

Okay. Good color there. Thank you. And then second question, just based on the EPR contract, Patrick, that you've seen so far, the current RNG project development pipeline, what should we be expecting in terms of sustainability-related spending in 2025, and is there much carryover into 2026?

Luke Pelosi (CFO)

Yeah. So Devin, it's Luke speaking. I think 2025 on the incremental growth spend probably looks something similar to 2024. Again, got to figure out which of the contracts when actually truck deliveries are going to be happening on some of the pieces. So we need a little bit more time to get that ironed out before we speak to you in February 2025. But I would think directionally in line with what 2024 was is probably the right way of thinking about EPR and RNG for 2025, 2026.

Patrick Dovigi (CEO)

Unknown because there's still a bunch of collection contracts that are sort of in flux. So I think that's still a bit of a moving target, but.

Luke Pelosi (CFO)

We'll have more color.

Patrick Dovigi (CEO)

We'll have more color. We'll definitely have more color by our investor day to give basically an 18-month, a 24-month outlook, and we'll sort of have the EPR sort of what we believe the revenue and even a contribution to be from EPR at the investor day. But 2026, on the face of it today, will definitely be lower than 2025. Yeah.

Devin Dodge (Managing Director and Senior Equity Analyst in Equity Research)

Okay. Makes sense. I'll turn it over. Thank you.

Patrick Dovigi (CEO)

Thanks, Devin.

Operator (participant)

We now have Konark Gupta with Scotiabank. Please go ahead when you're ready.

Luke Pelosi (CFO)

Thanks for taking my question. And then, Patrick, I appreciate you addressing the recent incidents here. Just back to the ES sales process, I hear you guys have several potential bids that are coming in. So I just want to understand, what would narrow down to the final winner, considering all the kind of different sets of bids you're receiving? You talked about tax implications, but are there any other considerations when selecting the final winner? And is there also a possibility of a call or put option there?

Patrick Dovigi (CEO)

Yeah. So I think where we sort of sit today, we went out to sort of 40 interested parties, really had NDAs out to almost 30 different parties, which then translated into 10 to 11 different proposals, all sort of varying degrees and that sort of mix of strategics and financial sponsors. And obviously, we have to manage this process now. So I think from our perspective, what we're doing is we're going to narrow the field down to four, which we did yesterday. And these are four people that I have met with personally, have relationships with, have a high degree of conviction of closing and doing exactly what they say they're going to do. So we're going to basically run those four to the end. What is important to us? Price is important to us. Structure is important to us.

Timeliness to close is obviously very important to us, and I know depending on the structure and the tax structuring, just given the increase in the enterprise value of what we initially thought, structuring is very relevant to us today because as the enterprise value goes up, so does the tax bill, and the tax bill goes up exponentially based on sort of increased value, so I think what was out on the street before historically was that it was a $6.5-$7 billion EV. I think comfortably, you're materially higher than that, and you can definitely move that number up $500 million-$1 billion from where we were, so structure is going to be important to us, so we will arrive there. It's going to play out over the next little while.

I think where we sit now, if we do our job, we're going to push and we're going to try and get something done. Obviously, as Luke said, the outside date is having something done by the time we report. But ideally, we'd like to get something done in January and have this close sometime in Q1 if we could. Now, that would be sort of a blue sky scenario, but from our perspective, we think it's doable, and we're going to push to make that happen.

Luke Pelosi (CFO)

Okay. That's great,color. And if I can follow up just on housekeeping, on the solid waste side, if I heard correctly, you guys are expecting volumes to turn the corner in Q4. Can you suggest what are some of the puts and takes driving that volume rebound in Q4? These things?

Yeah. Hey, konark. Luke. You got to remember the volume that we're seeing this year is really a function of the shedding activities that in large part took place last year, so if you think about Q3, 90 basis points sequential improvement over Q2, when we're looking at Q4, I think you're going to have 150 basis points, 170 basis point improvement over Q3, and that's less about believing what's going to happen in the market, and that's just more the math versus anniversary and what happened last year, right? Because last year, Q4 was the minus 3.6%, which was just the sort of culmination of that sort of anniversary, so I'd say everything is working according to plan. Certainly, you're seeing some volume softness in some of the markets as it relates to special waste, and I don't think we're unique in seeing that across the sort of footprint.

I believe that is just sort of timing in 2025 and beyond as things start back up, you'll see that coming back, but the underlying fundamentals across our sort of collection and post-collection businesses are strong, and you're seeing that playing out in consistent beating of our volume. Yeah, the numbers are negative, but again, a function of anniversary and last year's intentional shedding, and we're feeling really strong that this turns positive in Q4. The 2025 outlook, again, we're going to hold off on that, but it's certainly not going to be the same sort of negative cadence that it had this year. We're feeling sort of confident that'll be something significantly better than what we had this year.

Okay. Great. I appreciate the time and all the best for the process. Thanks.

Thank you.

Patrick Dovigi (CEO)

Thank you.

Operator (participant)

We now have James Schumm with TD Cowen. Please go ahead when you're ready.

James Schumm (Vice President and Equity Research Analyst)

Hey, good morning, and thanks for taking my questions. So I was curious, are you willing to sell the used motor oil business separately, and what would be the likelihood of that?

Patrick Dovigi (CEO)

No. I don't think it makes any sense. I think it's a very small part of the ES business. And I don't see any pathway I would do that. And given the market structure where we operate those UMO businesses, it's a very good business, and we're very easily able to manage spread in that business. And as you saw in Q3, even with the moves in Motiva and demand for base oils, we're able to maintain spread for the most part. Yeah, headline revenue is off a little bit, but by and large, we maintain that spread. And it's been that way since we owned that business back since we started it in 2008.

Luke Pelosi (CFO)

Yeah. James, I think it's important to delineate that our business is different than some of the other peers. Very little sort of on the re-refinery on the back end. We are a collector service provider. And as Patrick said, it's managing a spread. And yes, revenue can move in this quarter, $5-6 million in Q4 expecting the same at the top line, but you're able to preserve the vast majority of those sort of EBITDA dollars. When the prices move really quickly, you get an EBITDA impact, as you saw in Q3. But by and large, you preserve that. So just collection-based milk run type businesses that we've had for a long time and we're a big fan of. And as Patrick said, works very well within our broader ES business.

James Schumm (Vice President and Equity Research Analyst)

Okay. Great. Thank you. And then for Q4, you mentioned the potential for severe disruptions related to storms. But is it possible that you'll actually get a storm benefit from the prior hurricanes? Just any color you can provide there would be helpful.

Patrick Dovigi (CEO)

Yeah. I think I was going to say, I think they had the potential to be severe disruptions. I think at the end of the day, the management team weathered the storm, and we're not expecting any severe disruptions. And yes, I mean, in theory, there should be the potential for some tailwinds of incremental volumes in the southeast around the area where we have operations where the hurricanes went through.

Luke Pelosi (CFO)

Yeah. James, I think we had some light softness in special waste like some of our peers, and I think now, as Patrick said, absolutely, you'll probably get some benefit from some storm waste, and that should sort of offset that special waste, but yes, Patrick was highlighting the excellent work of our team to avoid disruptions.

Patrick Dovigi (CEO)

Yeah.

James Schumm (Vice President and Equity Research Analyst)

Okay. Got it. Thank you for clarifying. Appreciate it.

Luke Pelosi (CFO)

Thanks, James.

Patrick Dovigi (CEO)

Thanks, James.

Operator (participant)

We now have Stephanie Yee with JPMorgan. Your line's open.

Stephanie Yee (is a Vice President and Equity Research Analyst)

Hi. Good morning.

Patrick Dovigi (CEO)

Hi, Stephanie.

Stephanie Yee (is a Vice President and Equity Research Analyst)

Good morning. When you say that you're going to use part of the proceeds from the ES sale to buy back stock, do you mean from your largest shareholders, and do you have certain targets in mind?

Patrick Dovigi (CEO)

Mechanism to be determined, and that is an ongoing discussion, obviously, but I think as the process continues to evolve, we'll have a clear answer on that in time, but I think from our perspective, we have to figure that out, and we will over the next little while.

Stephanie Yee (is a Vice President and Equity Research Analyst)

Okay. Understood. And just on M&A, as you're thinking about M&A into next year, have you seen any changes in valuation levels given just people's interest rate expectations?

Patrick Dovigi (CEO)

Yeah. Remember, a big part of the arena we play in is in the we all reference multiples, etc. But at the end of the day, a lot of these companies we are buying and where we've sort of decided to play has been sort of in the one to 10 million of EBITDA range. The lion's share of those business owners don't even really know what multiples are. Generally, a lot of them don't have financing anyway, so they're not overly concerned about being levered to interest rates, etc. So we haven't seen any real material movement. But at the end of the day, those acquisitions to us, again, have been sort of in the same zip code. And we believe that we're going to be able to execute on a very robust pipeline as we move into 2025 as we bring in the proceeds from ES.

And I think those acquisitions will become highly accretive, get tucked into existing regions where we already own assets, and specifically have underutilized post-collection assets. So we're expecting 2025 to be a great year from that front.

Stephanie Yee (is a Vice President and Equity Research Analyst)

Okay. Understood. Thank you.

Operator (participant)

We now have Brian Butler with Stifel on the line.

Brian Butler (Equity Research Analyst)

Good morning. Thanks for taking the questions. Go start with maybe on the commodity prices. It was a little bit of a headwind. Can you talk about maybe where commodity prices have averaged year to date and where they are right now, and what kind of sensitivity that looks like maybe in third quarter or going into 2025?

Luke Pelosi (CFO)

Yeah. Hey, Brian. Thanks for the question. When we gave the guide for Q3, coming out of Q2, commodity about CAD 225, right, on the basket, and that's what we're expecting. I think what you saw in Q3 is that it was down more like CAD 210-CAD 215, right? And so you gave up that sort of CAD 10-CAD 15 at the revenue line as a result of that change. Post Q3, as you know, continued to have downward pressure, concerns over the sort of northeastern oversupply with the port strike. I think you're seeing that in Canadian dollars south of CAD 200 today. It's maybe more CAD 180-CAD 190 dollar level. I do think folks believe that this is going to come back. But if you line today's pricing up with the average you realized in 2024, 2025 would be a slight headwind, right?

So you'd have a little bit of pressure from that pricing, and that would have a little bit of margin impact as well. Modest dollars, I think it's more like CAD 5 million-CAD 10 million headwind at the revenue line, a little bit of margin on that. And then the offset is diesel pricing today continues to sort of be at a low when compared to prior year, the 2024 average. And so that would be a slight sort of margin tailwind into 2025. So I think of commodities, I think of all those sort of exogenous price inputs, those two are probably a bit of a wash if we were to stay at today's levels. And any upside on commodity pricing today's levels would then be incremental upside to the guide.

Brian Butler (Equity Research Analyst)

Okay. That's helpful. And then I guess on the Industrial Revenue Bonds that you guys did, how big or how large of a part can that become of the GFL's kind of debt stack, and how long does that take? And is that savings 100 basis point the right place to kind of model it, or is there maybe some additional savings in there?

Luke Pelosi (CFO)

Look, I mean, the 100 basis point savings is a function of where our current debt is and where the current sort of debt markets are, right? I think that the idea we were showing we're now accessing instruments previously safe or higher credit quality than we historically were. So we're going to continue to look at it. And it is a very coupon-efficient sort of structure, which is I think why all of our peers use it. The counter to that is it's typically not the largest sort of component of your cap structure. And that's just because the regulations and requirements for it is you're really tying it to specific CapEx in specific states. Now, landfill spend is typically a great capital deployment where these are used. And we do spend hundreds of millions of dollars a year into landfill CapEx.

So we're going to be actively looking at it. But when you look at our peers, we assume that that's what normal course looks like in the future. I think it's more like 10%-20% of your cap stack as opposed to 50% plus.

Brian Butler (Equity Research Analyst)

Okay. Great. Thanks for taking the question.

Luke Pelosi (CFO)

Thanks, Brian.

Operator (participant)

We now have a question from Stephanie Moore with Jefferies. Your line is now open.

Stephanie Moore (Senior Equity Research Analyst)

Hey, this is Harold Antor for Stephanie Moore. I guess labor inflation has been around 4%-5%. We've been hearing from some of your competitors. I guess, are you seeing, is it the same for what you're seeing? And then if you could just provide a little bit more clarity on what you're seeing on the labor front and in terms of turnover and stuff, if you can provide any details that are being added.

Luke Pelosi (CFO)

Yeah. Thanks for the question, Harold. I mean, the labor dynamics are something near and dear to us that we're watching closely, and I think continues to sort of track favorably. I think that 4%-5% labor inflation number is probably the right overall as you think about the industry. I do think, as we've said, we have benefited from our secondary market focus, whereby we've seen lower wage pressures in the secondary markets than what we see in the dense urban areas. And I think that allows us to blend into something a little bit better than peers. And so we're probably at that sort of low fours level. And we do credit the secondary market focus to that. On the turnover, look, we're extremely happy with the direction of travel in the turnover.

I remember we were as high as in the 30s, came down to high 20s, was down to mid 20s, and now we're touching 20% on the voluntary turnover level. So the trend line is moving in the right direction. And you're seeing that come through in the sort of productivity and as a result of financial performance. So we're going to continue to be actively engaged in managing that. And I think the macro backdrop is supportive. And we look forward to the sort of continued sort of benefits that we'll see as we return back to that sort of, I think, the mid teens level, mid high teens where we're going. And we think you'll continue to see the financial benefit come through in our results and in our safety stats.

Stephanie Moore (Senior Equity Research Analyst)

Thank you. That's awesome.

Operator (participant)

We now have Tobey Sommer with Truist on the line.

Tobey Sommer (Senior Equity Research Analyst)

Thank you. Post divestiture, do you intend to change or see opportunities maybe informed by your M&A pipeline to change the mix between the U.S. and Canada in any appreciable way?

Patrick Dovigi (CEO)

No, I don't think so. I think from, again, where we said, again, we operate 10 provinces today, 25 states in the U.S. I think largely what you'll see is just continued buying businesses and densifying those existing markets where we operate, typically around markets where, again, we have capacity in post-collection facilities. And we think that's where we're going to get the highest returns on invested capital. I do think the opportunity, obviously, in the U.S. continues to be larger just from a market size and scale perspective. But I don't think you'll see us change the strategy that we've had over the last sort of 17 years. I think it'll just be largely the same, but obviously more getting done in the U.S. just given the size of the market that we operate there.

Tyler Brown (Managing Director and Senior Equity Research Analyst)

Makes sense, and I know it's fresh, sort of hot off the presses, but does the change in administration in the U.S. impact your thinking potentially on M&A, potentially taxes? What does that mean for the company, do you think?

Patrick Dovigi (CEO)

I don't think it means much. I think we've been able, both as a company and as an industry, to basically weather any sort of level of government. I mean, when we started the business, you had the Obama administration, and then that sort of moved to Trump, and then that's moved now to Biden, and now back to Trump. I think the one benefit that I think we're all looking for as an industry, which could be material, is whether the Republicans bring back in Bonus Depreciation. We know that some of that legislation has been tabled now for a while. It's sort of sitting there, and Bonus Depreciation's rolled off, well, that's sort of come back on.

I think the thought is that, or at least the hope is that it will come back, given that was something initially supported by the Democrats and not particularly with the Republicans having the House and the Senate, that that's something that'll probably happen. But outside of that, I don't think there'll be much change from us in terms of how we operate or where we operate or what we do with the U.S.

Tyler Brown (Managing Director and Senior Equity Research Analyst)

Thanks for your help.

Patrick Dovigi (CEO)

Thank you.

Operator (participant)

We now have a question from as Wiseman-Barker with National Bank of Canada. Please go ahead.Hey, guys. Just filling in for Rupert here. I appreciate you taking my Suggested fix

Patrick Dovigi (CEO)

Yeah. I think that's a challenge. Now we're getting into the weeds. We're getting into the specifics. And again, as the enterprise value moves up, so do the taxes. So we're looking at the most effective way to structure it that maximizes long-term shareholder value while addressing the issues that we want to address, both as we talked about general corporate purposes, potential share buybacks, and then the $3.5 billion of debt repayment. So we don't have those exact specifics today. We are confident in the $6 billion net cash number. So stay tuned in terms of what that ultimately looks like as we move through the process.

Luke Pelosi (CFO)

But yes, ultimately, that number that was cited last was tied to a much lower EV than what Patrick's speaking of today. And just very simply,Adi Wiseman-Barker as the EV goes up, that number goes up. And so I think that would be considered stale, and it's a bigger number because the EV is bigger. And that's where all the comments Patrick said is what we're contemplating.Suggested fix

Buddy Buddy Wisema (Equity Analyst)

Okay. Thank you. And you talked a bit about the corporate overhead impact there. But how does the maintenance CapEx for the environmental services compare to the solid waste segment?

Luke Pelosi (CFO)

It's lower capital intensity. So you will see on a blended basis, in theory, that increases the intensity. But if you look at GFL as a whole, we've been running in the sort of 100 basis points lower than our peers when you exclude the growth spend. And that's really been a function of having the sort of ES business there. I think without it, what you see is a gravitation towards the industry mean in that sort of 10.5%-11.5%, depending on where you are in the growth cycle. But normal course capital intensity for our solid waste business as we go forward.

Buddy Buddy Wisema (Equity Analyst)

Okay. Thank you. That's it for me.

Operator (participant)

Thank you, operator. That does conclude the Q&A session. And I'd like to hand it back to Patrick Dovigi for some final comments.

Patrick Dovigi (CEO)

Thank you, everyone, for attending the call. And we're looking forward to catching back up with you when we have some update both on ES and certainly with our Q4 results as we move into next year. So thanks for attending, and thank you for the support.

Operator (participant)

Thank you all for joining the GFL Third Quarter 2024 earnings conference call. At the conclusion, today's call has now concluded. Please enjoy the rest of your day, and you may now disconnect from the call.