- Revenue of $2,060.0
million, ahead of guidance
- Solid Waste price of 6.5% excluding the impact of
divestitures, increase of 6.1% including the
impact of divestitures
- Adjusted EBITDA1 of $591.1
million, increase of 13.9% excluding the impact
of divestitures; 9.3% including the impact of divestitures;
Adjusted Net Income1 of $108.7
million; Net loss of $472.3
million
- Adjusted EBITDA margin1 of 28.7%, increase of 90
basis points; Solid Waste Adjusted EBITDA margin1 of
32.5%, increase of 90 basis points
- Adjusted Cash Flows from Operating Activities1 of
$394.8 million; cash flows from
operating activities of $364.6
million; Adjusted Free Cash Flow1 of $185.7 million
- Year-to-date completed acquisitions generating approximately
$100.0 million in annualized
revenue
- Raised full year 2024 guidance to Adjusted
EBITDA2 of approximately $2,240.0
million to $2,250.0 million
and Adjusted EBITDA margin2 of 28.4%, up 170 basis
points compared to the prior year
VAUGHAN,
ON, July 31, 2024 /CNW/ - GFL
Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL", "we" or "our")
today announced its results for the second quarter of 2024.
"Our exceptional start to this year can be
attributed to the commitment of our over 20,000 employees who
deliver consistent high-quality results and strive to make our
business better every day," said Patrick
Dovigi, Founder and Chief Executive Officer of GFL. "Our
focus on strong execution generated better than anticipated
financial metrics across the board, including volumes which saw a
sequential improvement of 130 basis points. Price-led organic
growth, together with our operating efficiencies and the positive
margin impact of shedding low margin work, resulted in Adjusted
EBITDA margin1 expansion of 90 basis points compared to
the prior year period." Mr. Dovigi added, "As part of our
deliberate volume strategies, we also accelerated our exit from a
portfolio of residential collection contracts in Michigan that no longer met our return
thresholds, in a sale that was completed at the end of Q2."
Mr. Dovigi continued, "The success of our first
half results sets us up to increase our 2024 full year guidance for
the second consecutive quarter. In particular, we are increasing
our guidance for Adjusted EBITDA1 to between
$2.24 billion and $2.25 billion and Adjusted EBITDA
margin1 to 28.4%, a 70 basis point increase over our
original guidance and a 170 basis point increase over last year.
The highly predictable and recurring nature of our business model
also gives us confidence to reaffirm our year end Net
Leverage2 target of between 3.65x to 3.85x."
Mr. Dovigi concluded, "Considering our organic
growth opportunities over the next two years, including RNG
and EPR, we do not believe that taking GFL private at this time is
in the best long-term interest of our shareholders. At its current
disconnected market valuation, we are a buyer of GFL, not a seller.
However, our management team is always exploring ways to create
long-term value for our shareholders, and has a track record of
selling assets at valuations that are more in line with our current
value expectations. We believe that a sale of certain of our
high-quality assets, such as our Environmental Services business,
could attract a mid-teen multiple and that the proceeds from such a
transaction could be used to accelerate the deleveraging of our
balance sheet and provide an opportunity to buy back a portion of
our stock at an attractive valuation. We have received current
preliminary expressions of interest in a transaction that supports
our valuation perspective and are actively engaged in implementing
preparatory steps required to potentially complete such a
transaction. To ensure we are maximizing value for all our
shareholders, we also believe that the undertaking of a full
auction process will be required, although there can be no
assurance that a transaction will be completed."
Second Quarter Results
- Revenue of $2,060.0 million in
the second quarter of 2024, increase of 11.1% excluding the impact
of divestitures (6.0% including the impact of divestitures),
compared to the second quarter of 2023.
- Solid Waste revenue of $1,581.6
million, including 6.5% from core pricing partially offset
by volume decreases of 1.7%.3
- Environmental Services revenue of $478.4
million, compared to $442.9
million in the prior year period.
- Adjusted EBITDA1 increased by 13.9% excluding the
impact of divestitures (9.3% including the impact of divestitures)
to $591.1 million in the second
quarter of 2024, compared to $540.7
million in the second quarter of 2023. Adjusted EBITDA
margin1 was 28.7% in the second quarter of 2024,
compared to 27.8% in the second quarter of 2023. Solid Waste
Adjusted EBITDA margin1 was 32.5% in the second quarter
of 2024, compared to 31.6% in the second quarter of 2023.
Environmental Services Adjusted EBITDA margin1 was 29.6%
in the second quarter of 2024, compared to 29.6% in the second
quarter of 2023.
- Net loss was $472.3 million in
the second quarter of 2024, compared to net income of $293.8 million in the second quarter of 2023. Net
loss includes a non-cash loss resulting from the divestiture of
certain U.S. assets completed in the current quarter.
- Adjusted Free Cash Flow1 was $185.7 million in the second quarter of
2024, compared to $8.5 million in the
second quarter of 2023. The increase of $177.2 million was predominantly due to an
increase in cash flows from operating activities from improved
working capital and a reduction in cash interest paid, as well as
timing of capex payments.
Year to Date Results
- Revenue of $3,861.4 million for
the six months ended June 30, 2024,
increase of 8.9% excluding the impact of divestitures (3.2%
including the impact of divestitures), compared to the six months
ended June 30, 2023.
- Solid Waste revenue of $3,013.4
million, including 7.1% from core pricing, partially offset
by volume decreases of 2.3%.3
- Environmental Services revenue of $848.0
million, compared to $818.8
million in the prior year period which included
approximately $40.0 million of
revenue associated with an unseasonably high level of industrial
collection, processing and emergency response activity. Excluding
the impact of this outsized prior year activity, revenue increased
by 8.9%.
- Adjusted EBITDA1 increased by 12.2% excluding the
impact of divestitures (6.7% including the impact of divestitures)
to $1,046.8 million for the six
months ended June 30, 2024, compared
to the six months ended June 30,
2023. Adjusted EBITDA margin1 was 27.1% for the
six months ended June 30, 2024,
compared to 26.2% for the six months ended June 30, 2023. Solid Waste Adjusted EBITDA
margin1 was 31.7% for the six months ended June 30, 2024, compared to 30.4% for the six
months ended June 30, 2023.
Environmental Services Adjusted EBITDA margin1 was 26.3%
for the six months ended June 30,
2024, compared to 26.1% for the six months ended
June 30, 2023.
- Net loss was $648.8 million for
the six months ended June 30, 2024,
compared to net income of $76.0
million for the six months ended June
30, 2023. Net loss includes a non-cash loss resulting from
the divestiture of certain U.S. assets completed in the current
period.
- Adjusted Free Cash Flow1 was $234.8 million for the six months ended
June 30, 2024, compared to
$(46.3) million for the six months
ended June 30, 2023. The increase of
$281.1 million was predominantly due
to an increase in cash flows from operating activities from
improved working capital and a reduction in cash interest paid, as
well as timing of capex payments.
Updated Full Year 2024 Guidance
GFL also provided its updated guidance for 2024 assuming a
CAD/US exchange rate of 1.38 for the remainder of the year
(compared to 1.35 provided in our original guidance on February 20, 2024).
- Revenue is estimated to be between $7,900.0 million and $7,925.0 million, up compared to original
guidance considering the impact of the recent divestiture.
- Adjusted EBITDA2 is estimated to be between
$2,240.0 million and $2,250.0 million, up approximately $30 million at the midpoint compared to original
guidance.
- Full year Adjusted EBITDA margin2 is expected to be
approximately 28.4%, an increase of 70 basis points compared to
original guidance and up 170 basis points compared to the prior
year.
- Adjusted Free Cash Flow2 is estimated to be
approximately $810.0 million, up
compared to original guidance.
- Reaffirming Net Levearge2 at year-end is estimated
to be between 3.65x and 3.85x.
The 2024 guidance excludes any impact from acquisitions not yet
completed. Implicit in forward-looking information in respect of
our expectations for 2024 are certain current assumptions,
including, among others, no changes to the current economic
environment, including fuel and commodities. The updated 2024
guidance assumes GFL will continue to execute on our strategy of
organically growing our business, leveraging our scalable network
to attract and retain customers across multiple service lines,
realizing operational efficiencies and extracting procurement and
cost synergies. See "Forward-Looking Information".
______________________
|
(1)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(2)
|
Information
contained in the section titled "Updated Full Year 2024 Guidance"
includes non-IFRS measures and ratios, including Adjusted EBITDA,
Adjusted EBITDA margin, Adjusted Free Cash Flow and Net Leverage.
Due to the uncertainty of the likelihood, amount and timing of
effects of events or circumstances to be excluded from these
measures, GFL does not have information available to provide a
quantitative reconciliation of such projections to comparable IFRS
measures. See "Non-IFRS Measures" below. See Second Quarter Results
for the equivalent historical non-IFRS measure.
|
(3)
|
Reflects pro forma
adjustments to remove the contribution of three non-core U.S Solid
Waste businesses that were divested in Fiscal 2023. Refer to
Supplemental Data for details.
|
Q2 2024 Earnings
GFL will host a conference call related to our
second quarter earnings and 2024 guidance update on
August 1, 2024 at 8:30 am Eastern Time. A live audio webcast of the
conference call can be accessed by logging onto our Investors page
at investors.gflenv.com or by clicking here. Listeners may
access the call toll-free by dialing 1-833-950-0062 in Canada or 1-833-470-1428 in the United States (access code: 776136)
approximately 15 minutes prior to the scheduled start time.
We encourage participants who will be dialing in to pre-register
for the conference call using the following link:
https://www.netroadshow.com/events/login?show=42e63b40&confId=67155.
Callers who pre-register will be given a conference access code and
PIN to gain immediate access to the call and bypass the live
operator on the day of the call. Participants may pre-register at
any time, including up to and after the call start time. For those
unable to listen live, an audio replay of the call will be
available until August 15, 2024 by
dialing 1-226-828-7578 in Canada
or 1-866-813-9403 in the United
States (access code: 217921).
About GFL
GFL, headquartered in Vaughan,
Ontario, is the fourth largest diversified environmental
services company in North America,
providing a comprehensive line of solid waste management, liquid
waste management and soil remediation services through its platform
of facilities throughout Canada
and in more than half of the U.S. states. Across its
organization, GFL has a workforce of more than 20,000
employees.
For more information, visit the GFL web site at gflenv.com. To
subscribe for investor email alerts please visit
investors.gflenv.com or click here.
Forward-Looking Information
This release includes certain "forward-looking statements" and
"forward-looking information" (collectively, "forward-looking
information") within the meaning of applicable U.S. and Canadian
securities laws, respectively. Forward-looking information includes
all statements that do not relate solely to historical or current
facts and may relate to our future outlook, financial guidance and
anticipated events or results and may include statements regarding
our financial performance, financial condition or results, business
strategy, growth strategies, budgets, operations and services.
Particularly, statements regarding our expectations of future
results, performance, achievements, prospects or opportunities, the
markets in which we operate, potential asset sales,
potential deleveraging transactions, potential share
repurchases or potential strategic transactions are forward-looking
information. In some cases, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "targets", "expects" or "does not expect", "is expected",
"an opportunity exists", "budget", "scheduled", "estimates",
"outlook", "forecasts", "projection", "prospects", "strategy",
"intends", "anticipates", "does not anticipate", "believes", or
"potential" or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "would",
"might", "will", "will be taken", "occur" or "be achieved",
although not all forward-looking information includes those words
or phrases. In addition, any statements that refer to expectations,
intentions, projections, guidance, potential or other
characterizations of future events or circumstances contain
forward-looking information. Statements containing forward-looking
information are not historical facts nor assurances of future
performance but instead represent management's expectations,
estimates and projections regarding future events or
circumstances.
Forward-looking information is based on our opinions, estimates
and assumptions that we considered appropriate and reasonable as of
the date such information is stated, is subject to known and
unknown risks, uncertainties, assumptions and other important
factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to certain assumptions set out herein in the
section titled "Guidance Update"; our ability to obtain and
maintain existing financing on acceptable terms; our ability to
source and execute on acquisitions on terms acceptable to us; our
ability to find purchasers for and complete any divestiture of
assets on terms acceptable to us; our ability to use the proceeds
of any such asset divestiture for deleveraging or potential share
repurchases; currency exchange and interest rates; commodity price
fluctuations; our ability to implement price increases and
surcharges; changes in waste volumes; labour, supply chain and
transportation constraints; inflationary cost pressures; fuel
supply and fuel price fluctuations; our ability to maintain a
favourable working capital position; the impact of competition; the
changes and trends in our industry or the global economy; and
changes in laws, rules, regulations, and global standards. Other
important factors that could materially affect our forward-looking
information can be found in the "Risk Factors" section of GFL's
annual information form for the year ended December 31, 2023 and GFL's other periodic
filings with the U.S. Securities and Exchange Commission and the
securities commissions or similar regulatory authorities in
Canada. Shareholders, potential
investors and other readers are urged to consider these risks
carefully in evaluating our forward-looking information and are
cautioned not to place undue reliance on such information. There
can be no assurance that the underlying opinions, estimates and
assumptions will prove to be correct. Although we have attempted to
identify important risk factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors not currently known to us
or that we currently believe are not material that could also cause
actual results or future events to differ materially from those
expressed in such forward-looking information. There can be no
assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. The forward-looking information
contained in this release represents our expectations as of the
date of this release (or as the date it is otherwise stated to be
made), and is subject to change after such date. However, we
disclaim any intention or obligation or undertaking to update or
revise any forward-looking information whether as a result of new
information, future events or otherwise, except as required under
applicable U.S. or Canadian securities laws. The purpose of
disclosing our financial outlook set out in this release is to
provide investors with more information concerning the financial
impact of our business initiatives and growth strategies.
Non-IFRS Measures
This release makes reference to certain non-IFRS measures. These
measures are not recognized measures under IFRS and do not have a
standardized meaning prescribed by IFRS and are therefore unlikely
to be comparable to similar measures presented by other companies.
Accordingly, these measures should not be considered in isolation
nor as a substitute for analysis of our financial information
reported under IFRS. Rather, these non-IFRS measures are used to
provide investors with supplemental measures of our operating
performance and thus highlight trends in our core business that may
not otherwise be apparent when relying solely on IFRS measures. We
also believe that securities analysts, investors and other
interested parties frequently use non-IFRS measures in the
evaluation of issuers. Our management also uses non-IFRS measures
in order to facilitate operating performance comparisons from
period to period, to prepare annual operating budgets and forecasts
and to determine components of management compensation.
EBITDA represents, for the applicable period, net income (loss)
plus (a) interest and other finance costs, plus
(b) depreciation and amortization of property and equipment,
landfill assets and intangible assets, plus (less)
(c) the provision (recovery) for income taxes, in each case to
the extent deducted or added to/from net income (loss). We present
EBITDA to assist readers in understanding the mathematical
development of Adjusted EBITDA. Management does not use EBITDA as a
financial performance metric.
Adjusted EBITDA is a supplemental measure used by management and
other users of our financial statements including, our lenders and
investors, to assess the financial performance of our business
without regard to financing methods or capital structure.
Adjusted EBITDA is also a key metric that management uses prior to
execution of any strategic investing or financing opportunity. For
example, management uses Adjusted EBITDA as a measure in
determining the value of acquisitions, expansion opportunities, and
dispositions. In addition, Adjusted EBITDA is utilized by financial
institutions to measure borrowing capacity. Adjusted EBITDA is
calculated by adding and deducting, as applicable from EBITDA,
certain expenses, costs, charges or benefits incurred in such
period which in management's view are either not indicative of
underlying business performance or impact the ability to assess the
operating performance of our business, including: (a) (gain)
loss on foreign exchange, (b) (gain) loss on sale of property and
equipment, (c) mark-to-market (gain) loss on Purchase Contracts,
(d) share of net (income) loss of investments accounted for using
the equity method for associates, (e) share-based payments,
(f) (gain) loss on divestiture, (g) transaction costs, (h)
acquisition, rebranding and other integration costs (included in
cost of sales related to acquisition activity), (i) Founder/CEO
remuneration and (j) other. For the three and six months ended
June 30, 2024, Founder/CEO
remuneration has been added back to EBITDA. We use Adjusted
EBITDA to facilitate a comparison of our operating performance on a
consistent basis reflecting factors and trends affecting
our business. As we continue to grow our business, we may be
faced with new events or circumstances that are not indicative of
our underlying business performance or that impact the ability to
assess our operating performance.
Adjusted EBITDA margin represents Adjusted EBITDA divided by
revenue. Management and other users of our financial statements
including our lenders and investors use Adjusted EBITDA margin to
facilitate a comparison of the operating performance of each of our
operating segments on a consistent basis reflecting factors and
trends affecting our business.
Acquisition EBITDA represents, for the applicable period,
management's estimates of the annual Adjusted EBITDA of an acquired
business, based on its most recently available historical financial
information at the time of acquisition, as adjusted to give effect
to (a) the elimination of expenses related to the prior owners and
certain other costs and expenses that are not indicative of the
underlying business performance, if any, as if such business had
been acquired on the first day of such period and (b) contract and
acquisition annualization for contracts entered into and
acquisitions completed by such acquired business prior to our
acquisition (collectively, "Acquisition EBITDA Adjustments").
Further adjustments are made to such annual Adjusted EBITDA to
reflect estimated operating cost savings and synergies, if any,
anticipated to be realized upon acquisition and integration of the
business into our operations. Acquisition EBITDA is calculated net
of divestitures. We use Acquisition EBITDA for the acquired
businesses to adjust our Adjusted EBITDA to include a proportional
amount of the Acquisition EBITDA of the acquired businesses based
upon the respective number of months of operation for such period
prior to the date of our acquisition of each such business.
Adjusted Cash Flows from Operating Activities represents cash
flows from operating activities adjusted for (a) transaction costs,
(b) acquisition, rebranding and other integration costs, (c)
Founder/CEO remuneration, (d) cash interest paid on TEUs and (e)
distribution received from joint ventures. Adjusted Cash Flows from
Operating Activities is a supplemental measure used by investors as
a valuation and liquidity measure in our industry. For the three
and six months ended June 30, 2024,
Founder/CEO remuneration and distributions received from joint
ventures have been added back to Adjusted Cash Flows from Operating
Activities. These amounts were not paid or received, as applicable,
in prior periods. Adjusted Cash Flows from Operating Activities is
a supplemental measure used by management to evaluate and monitor
liquidity and the ongoing financial performance of GFL.
Adjusted Free Cash Flow represents Adjusted Cash Flows from
Operating Activities adjusted for (a) proceeds on disposal of
assets and other, (b) purchase of property and equipment and (c)
incremental growth investments. Adjusted Free Cash Flow is a
supplemental measure used by investors as a valuation and liquidity
measure in our industry. Adjusted Free Cash Flow is a supplemental
measure used by management to evaluate and monitor liquidity and
the ongoing financial performance of GFL. For the three and six
months ended June 30, 2024, we
excluded investment in joint ventures and associates from the
calculation of Adjusted Free Cash Flow.
Adjusted Net Income (Loss) represents net income (loss) adjusted
for (a) amortization of intangible assets, (b) ARO discount rate
depreciation adjustment, (c) incremental depreciation of property
and equipment due to recapitalization, (d) amortization of deferred
financing costs, (e) (gain) loss on foreign exchange, (f)
mark-to-market (gain) loss on Purchase Contracts, (g) share of net
(income) loss of investments accounted for using the equity method,
(h) loss on termination of hedged instruments (i) (gain) loss on
divestiture, (j) transaction costs, (k) acquisition, rebranding and
other integration costs, (l) Founder/CEO remuneration, (m) TEU
amortization expense, (n) other and (o) the tax impact of the
forgoing. For the three and six months ended June 30, 2024, we
added back the ARO discount rate depreciation adjustment, the loss
on termination of hedged instruments, Founder/CEO remuneration, and
our share of net loss of investments accounted for using the equity
method. Adjusted income (loss) per share is defined as Adjusted Net
Income (Loss) divided by the weighted average shares in the period.
For the three and six months ended June 30, 2024, Founder/CEO
remuneration has been added back to net income (loss). We believe
that Adjusted income (loss) per share provides a meaningful
comparison of current results to prior periods' results by
excluding items that GFL does not believe reflect its fundamental
business performance.
Net Leverage is a supplemental measure used by management to
evaluate borrowing capacity and capital allocation strategies. Net
Leverage is equal to our total long-term debt, as adjusted for fair
value, deferred financings and other adjustments and reduced by our
cash, divided by Run-Rate EBITDA.
Run-Rate EBITDA represents Adjusted EBITDA for the applicable
period as adjusted to give effect to management's estimates of (a)
Acquisition EBITDA Adjustments (as defined above) and (b) the
impact of annualization of certain new municipal and disposal
contracts and cost savings initiatives, entered into, commenced or
implemented, as applicable, in such period, as if such contracts or
costs savings initiatives had been entered into, commenced or
implemented, as applicable, on the first day of such period ((a)
and (b), collectively, "Run-Rate EBITDA Adjustments"). Run-Rate
EBITDA has not been adjusted to take into account the impact of the
cancellation of contracts and cost increases associated with these
contracts. These adjustments reflect monthly allocations of
Acquisition EBITDA for the acquired businesses based on straight
line proration. As a result, these estimates do not take into
account the seasonality of a particular acquired business. While we
do not believe the seasonality of any one acquired business is
material when aggregated with other acquired businesses, the
estimates may result in a higher or lower adjustment to our
Run-Rate EBITDA than would have resulted had we adjusted for the
actual results of each of the acquired businesses for the period
prior to our acquisition. We primarily use Run-Rate EBITDA to show
how GFL would have performed if each of the acquired businesses had
been consummated at the start of the period as well as to show the
impact of the annualization of certain new municipal and disposal
contracts and cost savings initiatives. We also believe that
Run-Rate EBITDA is useful to investors and creditors to monitor and
evaluate our borrowing capacity and compliance with certain of our
debt covenants. Run-Rate EBITDA as presented herein is calculated
in accordance with the terms of our revolving credit agreement.
All references to "$" in this press release are to Canadian
dollars, unless otherwise noted.
For further information:
Patrick Dovigi, Founder and Chief
Executive Officer
+1 905-326-0101
pdovigi@gflenv.com
GFL Environmental Inc.
Unaudited
Interim Condensed Consolidated Statements of Operations and
Comprehensive (Loss) Income
(In millions of dollars
except per share amounts)
|
|
Three months
ended
June
30,
|
|
Six
months ended
June
30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Revenue
|
|
$
2,060.0
|
|
$
1,943.6
|
|
$
3,861.4
|
|
$
3,742.7
|
Expenses
|
|
|
|
|
|
|
|
|
Cost of
sales
|
|
1,661.2
|
|
1,590.6
|
|
3,165.4
|
|
3,145.2
|
Selling, general and
administrative expenses
|
|
253.9
|
|
234.2
|
|
529.3
|
|
448.7
|
Interest and other
finance costs
|
|
186.9
|
|
164.8
|
|
339.9
|
|
329.5
|
Loss (gain) on sale of
property and equipment
|
|
0.2
|
|
(6.5)
|
|
(1.9)
|
|
(6.4)
|
Loss (gain) on foreign
exchange
|
|
5.4
|
|
(56.8)
|
|
80.3
|
|
(51.5)
|
Mark-to-market loss on
Purchase Contracts
|
|
—
|
|
—
|
|
—
|
|
104.3
|
Loss (gain) on
divestiture
|
|
494.1
|
|
(575.0)
|
|
494.1
|
|
(580.5)
|
Other
|
|
3.6
|
|
(2.3)
|
|
(0.9)
|
|
(2.3)
|
|
|
2,605.3
|
|
1,349.0
|
|
4,606.2
|
|
3,387.0
|
Share of net income
(loss) of investments accounted for using the equity
method
|
|
15.7
|
|
(61.9)
|
|
(14.9)
|
|
(82.9)
|
(Loss) income before
income taxes
|
|
(529.6)
|
|
532.7
|
|
(759.7)
|
|
272.8
|
Current income tax
expense
|
|
24.0
|
|
342.2
|
|
63.2
|
|
349.4
|
Deferred tax
recovery
|
|
(81.3)
|
|
(103.3)
|
|
(174.1)
|
|
(152.6)
|
Income tax (recovery)
expense
|
|
(57.3)
|
|
238.9
|
|
(110.9)
|
|
196.8
|
Net (loss)
income
|
|
(472.3)
|
|
293.8
|
|
(648.8)
|
|
76.0
|
Less: Net (loss)
income attributable to non-controlling interests
|
|
(1.1)
|
|
(1.1)
|
|
(4.8)
|
|
0.5
|
Net (loss) income
attributable to GFL Environmental Inc.
|
|
(471.2)
|
|
294.9
|
|
$
(644.0)
|
|
$
75.5
|
|
|
|
|
|
|
|
|
|
Items that may be
subsequently reclassified to net loss
|
|
|
|
|
|
|
|
|
Currency translation
adjustment
|
|
60.6
|
|
(156.3)
|
|
201.3
|
|
(161.8)
|
Fair value movements
on cash flow hedges, net of tax
|
|
0.6
|
|
7.5
|
|
(14.7)
|
|
14.9
|
Share of other
comprehensive loss of investments accounted for using the
equity method
|
|
(1.2)
|
|
(0.4)
|
|
(1.2)
|
|
(0.4)
|
Reclassification to
net (loss) income of foreign currency differences on
divestitures
|
|
(26.5)
|
|
22.5
|
|
(26.5)
|
|
22.5
|
Other comprehensive
income (loss)
|
|
33.5
|
|
(126.7)
|
|
158.9
|
|
(124.8)
|
Total comprehensive
(loss) income
|
|
(438.8)
|
|
167.1
|
|
(489.9)
|
|
(48.8)
|
Less: Total
comprehensive income attributable to non-controlling
interests
|
|
0.9
|
|
(1.3)
|
|
2.7
|
|
0.2
|
Total comprehensive
loss attributable to GFL Environmental Inc.
|
|
$
(439.7)
|
|
$
168.4
|
|
$
(492.6)
|
|
$
(49.0)
|
|
|
|
|
|
|
|
|
|
Basic (loss) income
per share(1)
|
|
$
(1.31)
|
|
$
0.74
|
|
$
(1.84)
|
|
$
0.08
|
Diluted (loss)
income per share(1)
|
|
$
(1.31)
|
|
$
0.72
|
|
$
(1.84)
|
|
$
0.08
|
Weighted average
number of shares outstanding
|
|
376,598,800
|
|
369,225,007
|
|
374,792,781
|
|
369,200,725
|
Diluted weighted
average number of shares outstanding
|
|
376,598,800
|
|
401,218,417
|
|
374,792,781
|
|
372,779,310
|
|
|
(1)
|
Basic and diluted
loss per share is calculated on net (loss) income attributable to
GFL Environmental Inc. adjusted for amounts attributable to
preferred shareholders. Refer to Note 9 in our Unaudited Interim
Financial Statements.
|
GFL Environmental Inc.
Unaudited
Interim Condensed Consolidated Statements of Financial
Position
(In millions of dollars)
|
|
|
|
|
|
|
June 30,
2024
|
|
December 31,
2023
|
Assets
|
|
|
|
|
Cash
|
|
$
134.2
|
|
$
135.7
|
Trade and other
receivables, net
|
|
1,186.0
|
|
1,080.0
|
Income taxes
recoverable
|
|
—
|
|
47.7
|
Prepaid expenses and
other assets
|
|
289.4
|
|
221.6
|
Current
assets
|
|
1,609.6
|
|
1,485.0
|
|
|
|
|
|
Property and
equipment, net
|
|
7,330.2
|
|
6,980.7
|
Intangible assets,
net
|
|
2,944.5
|
|
3,056.3
|
Investments accounted
for using the equity method
|
|
312.9
|
|
319.0
|
Other long-term
assets
|
|
114.0
|
|
82.9
|
Deferred income tax
assets
|
|
173.6
|
|
64.8
|
Goodwill
|
|
7,790.6
|
|
7,890.5
|
Non-current
assets
|
|
18,665.8
|
|
18,394.2
|
Total
assets
|
|
$
20,275.4
|
|
$
19,879.2
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
1,666.9
|
|
1,679.1
|
Income taxes
payable
|
|
6.2
|
|
—
|
Long-term
debt
|
|
10.0
|
|
9.7
|
Lease
obligations
|
|
61.9
|
|
59.6
|
Due to related
party
|
|
5.8
|
|
5.8
|
Landfill closure and
post-closure obligations
|
|
59.4
|
|
56.2
|
Current
liabilities
|
|
1,810.2
|
|
1,810.4
|
|
|
|
|
|
Long-term
debt
|
|
9,659.3
|
|
8,827.2
|
Lease
obligations
|
|
396.6
|
|
383.4
|
Other long-term
liabilities
|
|
39.8
|
|
39.1
|
Due to related
party
|
|
—
|
|
2.9
|
Deferred income tax
liabilities
|
|
485.5
|
|
534.0
|
Landfill closure and
post-closure obligations
|
|
928.6
|
|
896.0
|
Non-current
liabilities
|
|
11,509.8
|
|
10,682.6
|
Total
liabilities
|
|
13,320.0
|
|
12,493.0
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
Share
capital
|
|
9,901.3
|
|
9,835.1
|
Contributed
surplus
|
|
155.9
|
|
149.5
|
Deficit
|
|
(3,480.1)
|
|
(2,822.6)
|
Accumulated other
comprehensive income
|
|
166.5
|
|
15.1
|
Total GFL
Environmental Inc.'s shareholders' equity
|
|
6,743.6
|
|
7,177.1
|
Non-controlling
interests
|
|
211.8
|
|
209.1
|
Total shareholders'
equity
|
|
6,955.4
|
|
7,386.2
|
Total liabilities
and shareholders' equity
|
|
$
20,275.4
|
|
$
19,879.2
|
GFL Environmental Inc.
Unaudited
Interim Condensed Consolidated Statements of Cash Flows
(In
millions of dollars)
|
|
Three months
ended
June
30,
|
|
Six
months ended
June
30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Operating
activities
|
|
|
|
|
|
|
|
|
Net (loss)
income
|
|
$
(472.3)
|
|
$
293.8
|
|
$
(648.8)
|
|
$
76.0
|
Adjustments for
non-cash items
|
|
|
|
|
|
|
|
|
Depreciation of
property and equipment
|
|
287.3
|
|
237.8
|
|
542.3
|
|
477.6
|
Amortization of
intangible assets
|
|
110.6
|
|
134.0
|
|
219.3
|
|
272.8
|
Share of net (income)
loss of investments accounted for using the equity
method
|
|
(15.7)
|
|
61.9
|
|
14.9
|
|
82.9
|
Loss (gain) on
divestiture
|
|
494.1
|
|
(575.0)
|
|
494.1
|
|
(580.5)
|
Other
|
|
3.6
|
|
(2.3)
|
|
(0.9)
|
|
(2.3)
|
Interest and other
finance costs
|
|
186.9
|
|
164.8
|
|
339.9
|
|
329.5
|
Share-based
payments
|
|
15.6
|
|
15.2
|
|
72.6
|
|
30.2
|
Loss (gain) on
unrealized foreign exchange on long-term debt and TEUs
|
|
5.3
|
|
(56.8)
|
|
80.1
|
|
(50.7)
|
Loss (gain) on sale of
property and equipment
|
|
0.2
|
|
(6.5)
|
|
(1.9)
|
|
(6.4)
|
Mark-to-market loss on
Purchase Contracts
|
|
—
|
|
—
|
|
—
|
|
104.3
|
Current income tax
expense
|
|
24.0
|
|
342.2
|
|
63.2
|
|
349.4
|
Deferred tax
recovery
|
|
(81.3)
|
|
(103.3)
|
|
(174.1)
|
|
(152.6)
|
Interest paid in cash
on Amortizing Notes component of TEUs
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
Interest paid in cash,
excluding interest paid on Amortizing Notes
|
|
(107.0)
|
|
(115.7)
|
|
(228.9)
|
|
(276.7)
|
Income taxes paid in
cash, net
|
|
(4.6)
|
|
(8.9)
|
|
(6.5)
|
|
(10.9)
|
Changes in non-cash
working capital items
|
|
(76.7)
|
|
(116.7)
|
|
(129.9)
|
|
(182.5)
|
Landfill closure and
post-closure expenditures
|
|
(5.4)
|
|
(3.8)
|
|
(7.6)
|
|
(6.7)
|
|
|
364.6
|
|
260.7
|
|
627.8
|
|
453.2
|
Investing
activities
|
|
|
|
|
|
|
|
|
Purchase of property
and equipment
|
|
(298.4)
|
|
(276.6)
|
|
(594.7)
|
|
(547.3)
|
Proceeds from disposal
of assets and other
|
|
0.3
|
|
7.2
|
|
8.0
|
|
20.4
|
Proceeds from
divestitures
|
|
69.5
|
|
1,645.9
|
|
69.5
|
|
1,645.9
|
Business acquisitions
and investments, net of cash acquired
|
|
(439.8)
|
|
(58.2)
|
|
(551.4)
|
|
(282.4)
|
Dividend received from
joint ventures
|
|
2.0
|
|
—
|
|
8.3
|
|
—
|
|
|
(666.4)
|
|
1,318.3
|
|
(1,060.3)
|
|
836.6
|
Financing
activities
|
|
|
|
|
|
|
|
|
Repayment of lease
obligations
|
|
(24.6)
|
|
(20.8)
|
|
(62.3)
|
|
(38.6)
|
Issuance of long-term
debt
|
|
1,481.9
|
|
1,085.3
|
|
2,060.7
|
|
1,963.1
|
Repayment of long-term
debt
|
|
(1,047.6)
|
|
(2,630.6)
|
|
(1,510.8)
|
|
(3,184.9)
|
Proceeds from
termination of hedged arrangements
|
|
—
|
|
—
|
|
—
|
|
17.3
|
Payment for
termination of hedged arrangements
|
|
(6.4)
|
|
—
|
|
(6.4)
|
|
—
|
Payment of contingent
purchase consideration and holdbacks
|
|
(18.3)
|
|
(1.5)
|
|
(19.5)
|
|
(4.0)
|
Repayment of
Amortizing Notes
|
|
—
|
|
—
|
|
—
|
|
(15.7)
|
Dividends issued and
paid
|
|
(7.1)
|
|
(6.5)
|
|
(13.5)
|
|
(12.1)
|
Payment of financing
costs
|
|
(6.3)
|
|
(0.9)
|
|
(8.7)
|
|
(15.0)
|
Repayment of loan to
related party
|
|
—
|
|
—
|
|
(2.9)
|
|
(6.4)
|
Contribution from
non-controlling interest
|
|
—
|
|
—
|
|
—
|
|
8.1
|
|
|
371.6
|
|
(1,575.0)
|
|
436.6
|
|
(1,288.2)
|
|
|
|
|
|
|
|
|
|
Increase in
cash
|
|
69.8
|
|
4.0
|
|
4.1
|
|
1.6
|
Changes due to foreign
exchange revaluation of cash
|
|
(5.6)
|
|
5.2
|
|
(5.6)
|
|
(1.5)
|
Cash, beginning of
period
|
|
70.0
|
|
73.0
|
|
135.7
|
|
82.1
|
Cash, end of
period
|
|
$
134.2
|
|
$
82.2
|
|
$
134.2
|
|
$
82.2
|
SUPPLEMENTAL DATA
You should read the following information in conjunction with
our audited consolidated financial statements and notes thereto as
of and for the year ended December 31,
2023, as well as our unaudited Interim Financial Statements
and notes thereto for the three and six months ended June 30, 2024.
Revenue Growth
The following tables summarize the revenue growth in our
segments for the period indicated:
|
|
Three months ended
June 30, 2024
|
|
|
Pro forma excluding
divestitures(1)
|
|
|
|
|
|
|
Contribution
from
Acquisitions
|
|
Organic
Growth
|
|
Foreign
Exchange
|
|
Revenue
Growth
|
|
Impact from
divestitures
|
|
Total Revenue
Growth
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
0.7 %
|
|
8.3 %
|
|
— %
|
|
9.0 %
|
|
— %
|
|
9.0 %
|
USA
|
|
8.0
|
|
3.6
|
|
1.9
|
|
13.5
|
|
(9.7)
|
|
3.8
|
Solid Waste
|
|
5.6
|
|
5.2
|
|
1.3
|
|
12.1
|
|
(6.7)
|
|
5.4
|
Environmental
Services
|
|
6.9
|
|
0.5
|
|
0.6
|
|
8.0
|
|
—
|
|
8.0
|
Total
|
|
5.9 %
|
|
4.0 %
|
|
1.2 %
|
|
11.1 %
|
|
(5.1) %
|
|
6.0 %
|
|
(1)
Reflects pro forma adjustments to remove the contribution of
three non-core U.S Solid Waste businesses that were divested in
Fiscal 2023.
|
|
|
Six
months ended June 30, 2024
|
|
|
Pro forma excluding
divestitures(1)
|
|
|
|
|
|
|
Contribution
from
Acquisitions
|
|
Organic
Growth
|
|
Foreign
Exchange
|
|
Revenue
Growth
|
|
Impact from
divestitures
|
|
Total Revenue
Growth
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
0.7 %
|
|
7.7 %
|
|
— %
|
|
8.4 %
|
|
— %
|
|
8.4 %
|
USA
|
|
7.1
|
|
3.5
|
|
0.9
|
|
11.5
|
|
(10.7)
|
|
0.8
|
Solid Waste
|
|
5.1
|
|
4.8
|
|
0.6
|
|
10.5
|
|
(7.4)
|
|
3.1
|
Environmental
Services
|
|
7.7
|
|
(4.4)
|
|
0.3
|
|
3.6
|
|
—
|
|
3.6
|
Total
|
|
5.7 %
|
|
2.7 %
|
|
0.5 %
|
|
8.9 %
|
|
(5.7) %
|
|
3.2 %
|
|
(1)
Reflects pro forma adjustments to remove the contribution of
three non-core U.S Solid Waste businesses that were divested in
Fiscal 2023.
|
Detail of Solid Waste Organic Growth
The following table summarizes the components of our Solid Waste
organic growth for the periods indicated:
|
|
Pro forma
excluding divestitures(1)
|
|
|
|
|
|
|
Three months
ended
June 30,
2024
|
|
Six
months ended
June 30,
2024
|
|
Three months
ended
June 30,
2024
|
|
Six
months ended
June 30,
2024
|
Price
|
|
6.5 %
|
|
7.1 %
|
|
6.1 %
|
|
6.6 %
|
Surcharges
|
|
(0.5)
|
|
(0.7)
|
|
(0.5)
|
|
(0.7)
|
Volume
|
|
(1.7)
|
|
(2.3)
|
|
(1.7)
|
|
(2.2)
|
Commodity
price
|
|
0.9
|
|
0.8
|
|
0.9
|
|
0.8
|
Total Solid Waste
organic growth
|
|
5.2 %
|
|
4.8 %
|
|
4.8 %
|
|
4.5 %
|
|
(1) Reflects
pro forma adjustments to remove the contribution of three non-core
U.S Solid Waste businesses that were divested in Fiscal
2023.
|
Operating Segment Results
The following tables summarize our operating segment results for
the periods indicated:
|
|
Three months
ended
June 30,
2024
|
|
Three months
ended
June 30,
2023
|
($
millions)
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted
EBITDA
Margin(2)
|
|
Revenue(3)
|
|
Adjusted
EBITDA(1)(4)
|
|
Adjusted
EBITDA
Margin(2)
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
495.8
|
|
$
149.8
|
|
30.2 %
|
|
$
454.9
|
|
$
133.2
|
|
29.3 %
|
USA
|
|
1,085.8
|
|
364.4
|
|
33.6
|
|
1,045.8
|
|
340.8
|
|
32.6
|
Solid Waste
|
|
1,581.6
|
|
514.2
|
|
32.5
|
|
1,500.7
|
|
474.0
|
|
31.6
|
Environmental
Services
|
|
478.4
|
|
141.7
|
|
29.6
|
|
442.9
|
|
130.9
|
|
29.6
|
Corporate
|
|
—
|
|
(64.8)
|
|
—
|
|
—
|
|
(64.2)
|
|
—
|
Total
|
|
$ 2,060.0
|
|
$
591.1
|
|
28.7 %
|
|
$ 1,943.6
|
|
$
540.7
|
|
27.8 %
|
|
|
Six
months ended
June 30,
2024
|
|
Six
months ended
June 30,
2023
|
($
millions)
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted
EBITDA
Margin(2)
|
|
Revenue(5)
|
|
Adjusted
EBITDA(1)(6)
|
|
Adjusted
EBITDA
Margin(2)
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
929.4
|
|
$
263.4
|
|
28.3 %
|
|
$
857.5
|
|
$
234.0
|
|
27.3 %
|
USA
|
|
2,084.0
|
|
691.5
|
|
33.2
|
|
2,066.4
|
|
654.9
|
|
31.7
|
Solid Waste
|
|
3,013.4
|
|
954.9
|
|
31.7
|
|
2,923.9
|
|
888.9
|
|
30.4
|
Environmental
Services
|
|
848.0
|
|
223.0
|
|
26.3
|
|
818.8
|
|
213.7
|
|
26.1
|
Corporate
|
|
—
|
|
(131.1)
|
|
—
|
|
—
|
|
(121.4)
|
|
—
|
Total
|
|
$ 3,861.4
|
|
$ 1,046.8
|
|
27.1 %
|
|
$ 3,742.7
|
|
$
981.2
|
|
26.2 %
|
|
|
(1)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(2)
|
See "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(3)
|
Includes
reclassification of $55.6 million into Environmental Services
comprised of $10.9 million from Solid Waste Canada and $44.7
million from Solid Waste USA.
|
(4)
|
Includes
reclassification of $17.9 million into Environmental Services
comprised of $2.6 million from Solid Waste Canada and $15.3 million
from Solid Waste USA.
|
(5)
|
Includes
reclassification of $114.6 million into Environmental Services
comprised of $20.8 million from Solid Waste Canada and $93.8
million from Solid Waste USA.
|
(6)
|
Includes
reclassification of $40.0 million into Environmental Services
comprised of $3.3 million from Solid Waste Canada and $36.7 million
from Solid Waste USA.
|
Net Leverage
The following table presents the calculation of Net Leverage as
at the dates indicated:
($
millions)
|
|
June 30,
2024
|
|
December 31,
2023
|
Total long-term debt,
net of derivative asset(1)
|
|
$
9,636.9
|
|
$
8,816.9
|
Deferred finance costs
and other adjustments
|
|
(66.9)
|
|
(17.7)
|
Total long-term debt
excluding deferred finance costs and other adjustments
|
|
$
9,703.8
|
|
$
8,834.6
|
Less: cash
|
|
(134.2)
|
|
(135.7)
|
|
|
9,569.6
|
|
8,698.9
|
|
|
|
|
|
Trailing twelve months
Adjusted EBITDA(2)
|
|
2,069.3
|
|
2,003.7
|
Run-Rate EBITDA
Adjustments(3)
|
|
161.5
|
|
98.3
|
Run-Rate
EBITDA(3)
|
|
$
2,230.8
|
|
$
2,102.0
|
|
|
|
|
|
Net
Leverage(2)
|
|
4.29x
|
|
4.14x
|
|
|
(1)
|
Total long-term debt
includes derivative asset reclassified for financial statement
presentation purposes to other long-term assets, refer to Note 7 in
our unaudited Interim Financial Statements.
|
(2)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(3)
|
See "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures and ratios.
|
Shares Outstanding
The following table presents the total shares outstanding as at
the date indicated:
|
|
June 30,
2024
|
Subordinate voting
shares
|
|
364,726,221
|
Multiple voting
shares
|
|
11,812,964
|
Basic shares
outstanding
|
|
376,539,185
|
Effect of dilutive
instruments
|
|
8,583,676
|
Series A Preferred
Shares (as converted)
|
|
27,013,736
|
Series B Preferred
Shares (as converted)
|
|
7,951,890
|
Diluted shares
outstanding
|
|
420,088,487
|
NON-IFRS RECONCILIATION SCHEDULE
Adjusted EBITDA
The following tables provide a reconciliation of our net (loss)
income to EBITDA and Adjusted EBITDA for the periods indicated:
($
millions)
|
|
Three months
ended
June 30,
2024
|
|
Three months
ended
June 30,
2023
|
Net (loss)
income
|
|
$
(472.3)
|
|
$
293.8
|
Add:
|
|
|
|
|
Interest and other
finance costs
|
|
186.9
|
|
164.8
|
Depreciation of
property and equipment
|
|
287.3
|
|
237.8
|
Amortization of
intangible assets
|
|
110.6
|
|
134.0
|
Income tax (recovery)
expense
|
|
(57.3)
|
|
238.9
|
EBITDA
|
|
55.2
|
|
1,069.3
|
Add:
|
|
|
|
|
Loss (gain) on foreign
exchange(1)
|
|
5.4
|
|
(56.8)
|
Loss (gain) on sale of
property and equipment
|
|
0.2
|
|
(6.5)
|
Share of net (income)
loss of investments accounted for using the equity
method(3)
|
|
(11.2)
|
|
61.9
|
Share-based
payments(4)
|
|
15.6
|
|
15.2
|
Loss (gain) on
divestiture(5)
|
|
494.1
|
|
(575.0)
|
Transaction
costs(6)
|
|
16.2
|
|
29.6
|
Acquisition,
rebranding and other integration costs(7)
|
|
1.8
|
|
5.3
|
Founder/CEO
remuneration(8)
|
|
10.2
|
|
—
|
Other
|
|
3.6
|
|
(2.3)
|
Adjusted
EBITDA
|
|
$
591.1
|
|
$
540.7
|
($
millions)
|
|
Six
months ended
June 30,
2024
|
|
Six
months ended
June 30,
2023
|
Net (loss)
income
|
|
$
(648.8)
|
|
$
76.0
|
Add:
|
|
|
|
|
Interest and other
finance costs
|
|
339.9
|
|
329.5
|
Depreciation of
property and equipment
|
|
542.3
|
|
477.6
|
Amortization of
intangible assets
|
|
219.3
|
|
272.8
|
Income tax (recovery)
expense
|
|
(110.9)
|
|
196.8
|
EBITDA
|
|
341.8
|
|
1,352.7
|
Add:
|
|
|
|
|
Loss (gain) on foreign
exchange(1)
|
|
80.3
|
|
(51.5)
|
Gain on sale of
property and equipment
|
|
(1.9)
|
|
(6.4)
|
Mark-to-market loss on
Purchase Contracts(2)
|
|
—
|
|
104.3
|
Share of net loss of
investments accounted for using the equity
method(3)
|
|
26.0
|
|
82.9
|
Share-based
payments(4)
|
|
72.6
|
|
30.2
|
Loss (gain) on
divestiture(5)
|
|
494.1
|
|
(580.5)
|
Transaction
costs(6)
|
|
22.3
|
|
41.6
|
Acquisition,
rebranding and other integration costs(7)
|
|
2.3
|
|
10.2
|
Founder/CEO
remuneration(8)
|
|
10.2
|
|
—
|
Other
|
|
(0.9)
|
|
(2.3)
|
Adjusted
EBITDA
|
|
$
1,046.8
|
|
$
981.2
|
|
|
(1)
|
Consists of
(i) non-cash gains and losses on foreign exchange and interest
rate swaps entered into in connection with our debt instruments and
(ii) gains and losses attributable to foreign exchange rate
fluctuations.
|
(2)
|
This is a non-cash
item that consists of the fair value "mark-to-market" adjustment on
the Purchase Contracts.
|
(3)
|
Excludes share of
net income of investments accounted for using the equity method for
RNG projects.
|
(4)
|
This is a non-cash
item and consists of the amortization of the estimated fair value
of share-based payments granted to certain members of management
under share-based payment plans.
|
(5)
|
Consists of gains
and losses resulting from the divestiture of certain assets and
three non-core U.S. Solid Waste businesses.
|
(6)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part
of SG&A.
|
(7)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(8)
|
Consists of cash
payment to the Founder and CEO, which payment had been satisfied
through the issuance of restricted share units in the prior year
period as reflected in "All Other Compensation" in the 2024
Management Information Circular.
|
Adjusted Net Income
The following tables provide a reconciliation of our net (loss)
income to Adjusted Net Income for the periods indicated:
($
millions)
|
|
Three months
ended
June 30,
2024
|
|
Three months
ended
June 30,
2023
|
Net (loss)
income
|
|
$
(472.3)
|
|
$
293.8
|
Add:
|
|
|
|
|
Amortization of
intangible assets(1)
|
|
110.6
|
|
134.0
|
ARO discount rate
depreciation adjustment(2)
|
|
4.3
|
|
—
|
Incremental
depreciation of property and equipment due to
recapitalization
|
|
—
|
|
3.0
|
Amortization of
deferred financing costs
|
|
7.1
|
|
3.9
|
Loss (gain) on foreign
exchange(3)
|
|
5.4
|
|
(56.8)
|
Share of net (income)
loss of investments accounted for using the equity
method(5)
|
|
(11.2)
|
|
61.9
|
Loss on termination of
hedged arrangements(6)
|
|
17.2
|
|
—
|
Loss (gain) on
divestiture(7)
|
|
494.1
|
|
(575.0)
|
Transaction
costs(8)
|
|
16.2
|
|
29.6
|
Acquisition,
rebranding and other integration costs(9)
|
|
1.8
|
|
5.3
|
Founder/CEO
remuneration(10)
|
|
10.2
|
|
—
|
Other
|
|
3.6
|
|
(2.3)
|
Tax
effect(11)
|
|
(78.3)
|
|
298.8
|
Adjusted Net
Income
|
|
$
108.7
|
|
$
196.2
|
Adjusted income per
share, basic
|
|
$
0.29
|
|
$
0.53
|
Adjusted income per
share, diluted
|
|
$
0.29
|
|
$
0.49
|
($
millions)
|
|
Six
months ended
June 30,
2024
|
|
Six
months ended
June 30,
2023
|
Net (loss)
income
|
|
$
(648.8)
|
|
$
76.0
|
Add:
|
|
|
|
|
Amortization of
intangible assets(1)
|
|
219.3
|
|
272.8
|
ARO discount rate
depreciation adjustment(2)
|
|
4.3
|
|
—
|
Incremental
depreciation of property and equipment due to
recapitalization
|
|
—
|
|
7.5
|
Amortization of
deferred financing costs
|
|
12.0
|
|
9.2
|
Loss (gain) on foreign
exchange(3)
|
|
80.3
|
|
(51.5)
|
Mark-to-market loss on
Purchase Contracts(4)
|
|
—
|
|
104.3
|
Share of net loss of
investments accounted for using the equity
method(5)
|
|
26.0
|
|
82.9
|
Loss on termination of
hedged arrangements(6)
|
|
17.2
|
|
—
|
Loss (gain) on
divestiture(7)
|
|
494.1
|
|
(580.5)
|
Transaction
costs(8)
|
|
22.3
|
|
41.6
|
Acquisition,
rebranding and other integration costs(9)
|
|
2.3
|
|
10.2
|
Founder/CEO
remuneration(10)
|
|
10.2
|
|
—
|
TEU amortization
expense
|
|
—
|
|
0.1
|
Other
|
|
(0.9)
|
|
(2.3)
|
Tax
effect(11)
|
|
(128.7)
|
|
254.6
|
Adjusted Net
Income
|
|
$
109.6
|
|
$
224.9
|
Adjusted income per
share, basic
|
|
$
0.29
|
|
$
0.61
|
Adjusted income per
share, diluted
|
|
$
0.29
|
|
$
0.60
|
|
|
(1)
|
This is a non-cash
item and consists of the amortization of intangible assets such as
customer lists, municipal contracts, non-compete agreements, trade
name and other licenses.
|
(2)
|
This is a non-cash
item and consists of depreciation expense related to the difference
between the ARO calculated using the credit adjusted risk-free
discount rate required for measurement of the ARO through purchase
accounting compared to the risk-free discount rate required for
quarterly valuations.
|
(3)
|
Consists of (i)
non-cash gains and losses on foreign exchange and interest rate
swaps entered into in connection with our debt instruments and (ii)
gains and losses attributable to foreign exchange rate
fluctuations.
|
(4)
|
This is a non-cash
item that consists of the fair value "mark-to-market" adjustment on
the Purchase Contracts.
|
(5)
|
Excludes share of net
income of investments accounted for using the equity method for RNG
projects.
|
(6)
|
Consists of gains
and losses on the termination of hedged arrangements associated
with the 4.250% 2025 Secured Notes and the 4.750% 2029
Notes.
|
(7)
|
Consists of gains
and losses resulting from the divestiture of certain assets and
non-core U.S. Solid Waste businesses.
|
(8)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part of
SG&A.
|
(9)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(10)
|
Consists of cash
payment to the Founder and CEO, which payment had been satisfied
through the issuance of restricted share units in the prior year
period as reflected in "All Other Compensation" in the 2024
Management Information Circular.
|
(11)
|
Consists of the tax
effect of the adjustments to net loss.
|
Adjusted Cash Flows from Operating Activities and Adjusted
Free Cash Flow
The following tables provide a reconciliation of our cash
flows from operating activities to Adjusted Cash Flows from
Operating Activities and Adjusted Free Cash Flow for the periods
indicated:
($
millions)
|
|
Three months
ended
June 30,
2024
|
|
Three months
ended
June 30,
2023
|
Cash flows from
operating activities
|
|
$
364.6
|
|
$
260.7
|
Add:
|
|
|
|
|
Transaction
costs(1)
|
|
16.2
|
|
29.6
|
Acquisition,
rebranding and other integration costs(2)
|
|
1.8
|
|
5.3
|
Founder/CEO
remuneration(3)
|
|
10.2
|
|
—
|
Distribution received
from joint ventures
|
|
2.0
|
|
—
|
Adjusted Cash Flows
from Operating Activities
|
|
394.8
|
|
295.6
|
Proceeds on disposal
of assets and other
|
|
0.3
|
|
7.2
|
Purchase of property
and equipment
|
|
(298.4)
|
|
(280.6)
|
Adjusted Free Cash
Flow (including incremental growth investments)
|
|
96.7
|
|
22.2
|
Incremental growth
investments(5)
|
|
89.0
|
|
(13.7)
|
Adjusted Free Cash
Flow
|
|
$
185.7
|
|
$
8.5
|
($
millions)
|
|
Six
months ended
June 30,
2024
|
|
Six
months ended
June 30,
2023
|
Cash flows from
operating activities
|
|
$
627.8
|
|
$
453.2
|
Add:
|
|
|
|
|
Transaction
costs(1)
|
|
22.3
|
|
41.6
|
Acquisition,
rebranding and other integration costs(2)
|
|
2.3
|
|
10.2
|
Founder/CEO
remuneration(3)
|
|
10.2
|
|
—
|
Cash interest paid on
TEUs(4)
|
|
—
|
|
0.2
|
Distribution received
from joint ventures
|
|
8.3
|
|
—
|
Adjusted Cash Flows
from Operating Activities
|
|
670.9
|
|
505.2
|
Proceeds on disposal
of assets and other
|
|
8.0
|
|
20.4
|
Purchase of property
and equipment
|
|
(594.7)
|
|
(553.5)
|
Adjusted Free Cash
Flow (including incremental growth investments)
|
|
84.2
|
|
(27.9)
|
Incremental growth
investments(5)
|
|
150.6
|
|
(18.4)
|
Adjusted Free Cash
Flow
|
|
$
234.8
|
|
$
(46.3)
|
|
|
(1)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future, and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part of
SG&A.
|
(2)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(3)
|
Consists of cash
payment to the Founder and CEO, which payment had been satisfied
through the issuance of restricted share units in the prior year
period as reflected in "All Other Compensation" in the 2024
Management Information Circular.
|
(4)
|
Consists of interest
paid in cash on the Amortizing Notes.
|
(5)
|
Consists of
incremental sustainability related capital projects, primarily
related to recycling and RNG.
|
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SOURCE GFL Environmental Inc.