- Revenue of
$1,485.1 million , increase of 43.3% - Adjusted EBITDA1 of
$415.8 million , increase of 47.9%; Net loss of$245.2 million ; Adjusted Net Income1 of$80.5 million - Adjusted EBITDA margin1 of 28.0%, increase of 90 basis points; Solid Waste Adjusted EBITDA margin1 of 31.7%, increase of 110 basis points
- Adjusted Cash Flows from Operating Activities1 of
$283.9 million ; cash flows from operating activities of$223.9 million ; Adjusted Free Cash Flow1 of$250.4 million - Adjusted earnings per share1 of
$0.22 ; Loss per share of$(0.71) - Year-to-date completed acquisitions of approximately
$735 million in annualized revenue
"Our employees continued to deliver exceptional results in the third quarter, allowing us to once again exceed our expectations," said
"We remain committed to our sustainability initiatives and continue to evaluate opportunities to unlock what we believe is significant value through landfill gas to energy projects at our MSW landfills and acceleration of the conversion of our fleet to CNG," added
GFL also announced today that
"Earlier this year we made a commitment to enhance the diversity of our Board of Directors," said
Third Quarter and Year to Date Results
Revenue increased by 43.3% to
Revenue for the nine months ended
Financial Impact from COVID-19
Since the outbreak of the COVID-19 pandemic in
Updated Full Year 2021 Guidance2
GFL also provided its updated guidance for 2021 assuming a CAD/US exchange rate of 1.25 for the remainder of the year (as compared to the guidance provided on
- Revenue is estimated to be between
$5,390 million and$5,410 million (as compared to between$5,225 million and$5,275 million ) - Adjusted EBITDA is estimated to be between
$1,440 million and$1,450 million (as compared to between$1,400 million and$1,415 million ) - Adjusted Free Cash Flow is estimated to be between
$525 million and$530 million (as compared to between$510 and$520 million )
In addition, net capital expenditures for 2021 are expected to be approximately
The 2021 updated guidance includes the expected contribution of acquisitions already completed in 2021 but excludes any impact from additional acquisitions not yet completed, refinancing opportunities and any potential redeployment of capital. Implicit in forward-looking statements in respect of our expectations for 2021 are certain current assumptions, including, among others, no changes to the current economic environment and that none of the jurisdictions in which we operate institute additional COVID-19 measures including shelter-in-place or similar orders. The 2021 updated guidance assumes that we 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, realize operational efficiencies, and extract procurement and cost synergies.
Q3 2021 Earnings Call
GFL will host a conference call related to our third quarter earnings on
We encourage participants who will be dialing in to pre-register for the conference call using the following link: https://www.incommglobalevents.com/registration/q4inc/8817/event-manager/. 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
______________________ | |
(1) | A non-IFRS measure; see accompanying Non-IFRS Reconciliation Schedule. |
(2) | The Updated Full Year 2021 Guidance includes non-IFRS measures, including Adjusted EBITDA and Adjusted Free Cash Flow. 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. |
About GFL
GFL, headquartered in
For more information, visit our web site at gflenv.com. To subscribe for investor email alerts please visit investors.gflenv.com or click here.
Forward-Looking Statements
This release includes certain "forward-looking statements" within the meaning of applicable
These forward-looking statements and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience, track record, perception of historical trends, current conditions, growth opportunities and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Certain assumptions are set out herein in the section titled "Updated Full Year 2021 Guidance" and also include 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 non-core assets on terms acceptable to us; currency exchange and interest rates; the impact of competition; the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations, and global standards, are material factors considered in preparing forward-looking statements and management's expectations. Other factors that could materially affect our forward-looking statements can be found in the "Risk Factors" section of GFL's annual report for the 2020 fiscal year filed on Form 20-F and GFL's other periodic filings with the
Non-IFRS Measures
This press 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 or 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.
In addition, GFL's projected full year 2021 Adjusted EBITDA and Adjusted Free Cash Flow are anticipated to exclude the effects of other events or circumstances in 2021 that are not representative or indicative of GFL's results of operations. Such excluded items are not currently determinable, but may be significant, such as changes in the foreign exchange rate, the mark-to-market (gain) loss on the Purchase Contracts, the cost of refinancings and acquisition, integration, rebranding and other costs. Due to the uncertainty of the likelihood, amount and timing of any such items, GFL does not have information available to provide a quantitative reconciliation of such projections to the comparable IFRS measure.
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 fuel hedges, (d) mark-to-market (gain) loss on Purchase Contracts, (e) share-based payments, (f) gain on divestiture, (g) transaction costs, (h) IPO transaction costs, (i) acquisition, rebranding and other integration costs (included in cost of sales related to acquisition activity), and (j) deferred purchase consideration. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis reflecting factors and trends affecting our business.
Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. We 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 ("Acquisition EBITDA Adjustments"), and (b) contract and acquisition annualization for contracts entered into and acquisitions completed by such acquired business prior to our acquisition. 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. 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) costs associated with IPO related debt repayments, (b) prepayment penalties for early note redemption, (c) IPO transaction costs, (d) transaction costs, (e) acquisition, rebranding and other integration costs, (f) M&A related net working capital investment, (g) tax refund from CARES Act, (h) deferred purchase consideration, and (i) cash interest paid on TEUs. Adjusted Free Cash Flow represents Adjusted Cash Flows from Operating Activities adjusted for (a) proceeds from asset divestitures, (b) proceeds on disposal of assets and (c) purchase of property and equipment and intangible assets. Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow are supplemental measures used by investors as a valuation and liquidity measure in our industry. Management uses Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow to evaluate and monitor the ongoing financial performance of GFL.
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) IPO transaction costs, (e) loss on extinguishment of debt, (f) amortization of deferred financing costs (g) mark-to-market (gain) loss on Purchase Contracts, (h) gain on divestiture, (i) (gain) loss on foreign exchange, (j) transaction costs, (k) acquisition, rebranding and other integration costs, (l) TEU amortization expense, and (m) the tax impact of the forgoing. Adjusted earnings (loss) per share is defined as Adjusted Net Income (Loss) divided by the weighted average shares in the period. We believe that Adjusted earnings (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. 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 interim acquisitions 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:
+1 905-326-0101
pdovigi@gflenv.com
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
(In millions of dollars except per share amounts)
Three months ended | Nine months ended | ||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||
Revenue | $ | 1,485.1 | $ | 1,036.0 | $ | 3,986.0 | $ | 2,960.6 | |||
Expenses | |||||||||||
Cost of sales | 1,292.3 | 909.5 | 3,566.3 | 2,643.1 | |||||||
Selling, general and administrative expenses | 152.3 | 104.4 | 422.0 | 363.6 | |||||||
Interest and other finance costs | 97.0 | 94.9 | 328.9 | 459.7 | |||||||
Deferred purchase consideration | — | 1.0 | — | 2.0 | |||||||
Loss on sale of property and equipment | 1.7 | 0.3 | 2.7 | 2.4 | |||||||
Loss (gain) on foreign exchange | 111.6 | (22.0) | 35.3 | 75.6 | |||||||
Mark-to-market loss on Purchase Contracts | 208.6 | 107.5 | 319.6 | 93.3 | |||||||
Gain on divestiture | (31.4) | — | (66.9) | — | |||||||
1,832.1 | 1,195.6 | 4,607.9 | 3,639.7 | ||||||||
Loss before income taxes | (347.0) | (159.6) | (621.9) | (679.1) | |||||||
Current income tax expense | 3.3 | 1.4 | 12.8 | 5.1 | |||||||
Deferred tax recovery | (105.1) | (46.3) | (188.5) | (176.0) | |||||||
Income tax recovery | (101.8) | (44.9) | (175.7) | (170.9) | |||||||
Net loss | (245.2) | (114.7) | (446.2) | (508.2) | |||||||
Items that may be subsequently reclassified to net loss | |||||||||||
Currency translation adjustment | 190.6 | (37.1) | 26.8 | 35.0 | |||||||
Reclassification to net income (loss) of fair value movements on cash flow hedges, net of tax | — | — | (4.4) | — | |||||||
Fair value movements on cash flow hedges, net of tax | 9.5 | (12.0) | 6.8 | 13.2 | |||||||
Other comprehensive income (loss) | 200.1 | (49.1) | 29.2 | 48.2 | |||||||
Total comprehensive loss | $ | (45.1) | $ | (163.8) | $ | (417.0) | $ | (460.0) | |||
Loss per share | |||||||||||
Basic and diluted(1) | $ | (0.71) | $ | (0.32) | $ | (1.34) | $ | (1.41) | |||
Weighted and diluted weighted average number of shares outstanding(2) | 362,058,515 | 360,366,000 | 361,063,498 | 360,388,991 |
(1) | Basic and diluted loss per share is calculated on net loss adjusted for amounts attributable to preferred shareholders. Refer to Note 10 in our unaudited interim condensed consolidated financial statements and the related notes for the three and nine months ended |
(2) | Weighted and diluted loss per share includes the minimum conversion of TEUs into subordinate voting shares, which as of |
Unaudited Interim Condensed Consolidated Statements of Financial Position
(In millions of dollars)
Assets | |||||
Cash | $ | 1,149.5 | $ | 27.2 | |
Trade and other receivables, net | 1,091.2 | 867.3 | |||
Prepaid expenses and other assets | 165.6 | 133.7 | |||
Current assets | 2,406.3 | 1,028.2 | |||
Property and equipment, net | 5,572.0 | 5,074.8 | |||
Intangible assets, net | 3,180.8 | 3,093.4 | |||
Other long-term assets | 36.2 | 33.2 | |||
6,930.3 | 6,500.4 | ||||
Non-current assets | 15,719.3 | 14,701.8 | |||
Total assets | 18,125.6 | 15,730.0 | |||
Liabilities | |||||
Accounts payable and accrued liabilities | 1,177.4 | 1,014.8 | |||
Income taxes payable | 16.2 | 9.1 | |||
Long-term debt | 17.3 | 4.6 | |||
Lease obligations | 50.6 | 37.5 | |||
Due to related party | 12.8 | 12.8 | |||
Tangible equity units | 56.7 | 59.2 | |||
Landfill closure and post-closure obligations | 52.0 | 55.3 | |||
Current liabilities | 1,383.0 | 1,193.3 | |||
Long-term debt | 8,400.3 | 6,161.5 | |||
Lease obligations | 247.0 | 153.7 | |||
Other long-term liabilities | 39.4 | 37.2 | |||
Due to related party | 18.0 | 30.8 | |||
Deferred income tax liabilities | 384.8 | 466.0 | |||
Tangible equity units | 1,396.9 | 1,327.9 | |||
Landfill closure and post-closure obligations | 728.3 | 680.3 | |||
Non-current liabilities | 11,214.7 | 8,857.4 | |||
Total liabilities | 12,597.7 | 10,050.7 | |||
Shareholders' equity | |||||
Share capital | 7,907.1 | 7,644.8 | |||
Contributed surplus | 70.7 | 54.3 | |||
Deficit | (2,237.6) | (1,778.3) | |||
Accumulated other comprehensive loss | (212.3) | (241.5) | |||
Total shareholders' equity | 5,527.9 | 5,679.3 | |||
Total liabilities and shareholders' equity | $ | 18,125.6 | $ | 15,730.0 |
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(In millions of dollars)
Three months ended | Nine months ended | ||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||
Operating activities | |||||||||||
Net loss | $ | (245.2) | $ | (114.7) | $ | (446.2) | $ | (508.2) | |||
Adjustments for non-cash items | |||||||||||
Depreciation of property and equipment | 227.5 | 124.6 | 652.9 | 370.9 | |||||||
Amortization of intangible assets | 113.3 | 109.3 | 334.5 | 319.5 | |||||||
Gain on divestiture | (31.4) | — | (66.9) | — | |||||||
Interest and other finance costs | 97.0 | 94.9 | 328.9 | 459.7 | |||||||
Share-based payments | 10.9 | 7.2 | 31.2 | 27.1 | |||||||
Loss (gain) on unrealized foreign exchange on long-term debt and TEUs | 111.4 | (22.5) | 33.9 | 82.3 | |||||||
Loss on sale of property and equipment | 1.7 | 0.3 | 2.7 | 2.4 | |||||||
Mark-to-market loss on Purchase Contracts | 208.6 | 107.5 | 319.6 | 93.3 | |||||||
Mark-to-market loss on fuel hedges | — | — | — | 1.8 | |||||||
Current income tax expense | 3.3 | 1.4 | 12.8 | 5.1 | |||||||
Deferred tax recovery | (105.1) | (46.3) | (188.5) | (176.0) | |||||||
Interest paid in cash, net | (73.7) | (36.3) | (250.7) | (280.9) | |||||||
Income taxes paid in cash, net | (5.6) | 9.3 | (6.6) | 5.3 | |||||||
Changes in non-cash working capital items | (74.0) | 31.1 | (118.0) | (51.4) | |||||||
Landfill closure and post-closure expenditures | (14.8) | (9.1) | (25.5) | (12.2) | |||||||
223.9 | 256.7 | 614.1 | 338.7 | ||||||||
Investing activities | |||||||||||
Proceeds on disposal of assets | 101.2 | 6.1 | 170.4 | 10.5 | |||||||
Purchase of property and equipment and intangible assets | (134.7) | (85.7) | (417.8) | (305.7) | |||||||
Business acquisitions, net of cash acquired | (1,099.9) | (26.2) | (1,303.2) | (1,164.5) | |||||||
(1,133.4) | (105.8) | (1,550.6) | (1,459.7) | ||||||||
Financing activities | |||||||||||
Repayment of lease obligations | (22.2) | (12.7) | (59.4) | (60.1) | |||||||
Issuance of long-term debt | 1,848.8 | 1,030.9 | 3,610.1 | 2,631.8 | |||||||
Repayment of long-term debt | (46.3) | (29.7) | (1,371.6) | (4,427.5) | |||||||
Payment of contingent purchase consideration | (3.7) | (11.4) | (19.6) | (11.4) | |||||||
Issuance of share capital, net of issuance costs | — | — | — | 3,257.6 | |||||||
Issuance of TEUs, net of issuance costs | — | — | — | 1,006.9 | |||||||
Repayment of Amortizing Notes | (13.7) | (13.6) | (40.1) | (29.4) | |||||||
Dividends issued and paid | (4.4) | (8.7) | (13.1) | (8.7) | |||||||
Return of capital | — | — | — | (0.8) | |||||||
Payment of financing costs | (17.5) | (9.2) | (28.1) | (19.7) | |||||||
Issuance of loan from related party | — | — | — | 29.0 | |||||||
Repayment of loan to related party | (6.4) | (3.5) | (12.8) | (3.5) | |||||||
1,734.6 | 942.1 | 2,065.4 | 2,364.2 | ||||||||
Increase in cash | 825.1 | 1,093.0 | 1,128.9 | 1,243.2 | |||||||
Changes due to foreign exchange revaluation of cash | 14.0 | 0.3 | (6.6) | (0.8) | |||||||
Cash, beginning of period | 310.4 | 723.9 | 27.2 | 574.8 | |||||||
Cash, end of period | $ | 1,149.5 | $ | 1,817.2 | $ | 1,149.5 | $ | 1,817.2 |
You should read the following information in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended
Revenue Growth
The following table summarizes the revenue growth in our operating segments for the periods indicated:
Three months ended | |||||||||||
Contribution from Acquisitions | Organic Growth | Foreign Exchange | Total Revenue Growth | ||||||||
Solid waste | |||||||||||
6.5 | % | 7.9 | % | — | % | 14.4 | % | ||||
66.1 | 8.5 | (5.8) | 68.8 | ||||||||
Solid waste | 41.3 | 8.2 | (3.4) | 46.1 | |||||||
Infrastructure and soil remediation | 5.1 | 1.3 | (0.5) | 5.9 | |||||||
Liquid waste | 66.4 | 4.4 | (2.0) | 68.8 | |||||||
Total | 39.3 | % | 6.9 | % | (2.9) | % | 43.3 | % |
Nine months ended | |||||||||||
Contribution from Acquisitions | Organic Growth | Foreign Exchange | Total Revenue Growth | ||||||||
Solid waste | |||||||||||
3.5 | % | 9.7 | % | — | % | 13.2 | % | ||||
62.1 | 7.3 | (8.1) | 61.3 | ||||||||
Solid waste | 38.5 | 8.2 | (4.9) | 41.8 | |||||||
Infrastructure and soil remediation | 3.7 | (6.1) | (0.7) | (3.1) | |||||||
Liquid waste | 28.8 | 3.6 | (2.7) | 29.7 | |||||||
Total | 32.9 | % | 5.8 | % | (4.1) | % | 34.7 | % |
Detail of Solid Waste Organic Growth
The following table summarizes the components of our solid waste organic growth for the periods indicated:
Three months ended | Nine months ended | |||||
Price and surcharges | 4.3 | % | 4.1 | % | ||
Volume | 2.4 | 3.1 | ||||
Commodity price | 1.5 | 1.0 | ||||
Total organic growth | 8.2 | % | 8.2 | % |
Operating Segment Results
The following tables summarize our operating segment results for the periods indicated (all amounts are in millions of dollars, unless otherwise stated):
Three months ended | Three months ended | ||||||||||||||||
Revenue | Adjusted EBITDA | Adjusted EBITDA Margin | Revenue | Adjusted EBITDA | Adjusted EBITDA Margin | ||||||||||||
Solid waste | |||||||||||||||||
$ | 377.4 | $ | 116.5 | 30.9 | % | $ | 329.7 | $ | 96.9 | 29.4 | % | ||||||
778.6 | 250.5 | 32.2 | 461.6 | 145.4 | 31.5 | ||||||||||||
Solid waste | 1,156.0 | 367.0 | 31.7 | 791.3 | 242.3 | 30.6 | |||||||||||
Infrastructure and soil remediation | 140.7 | 29.8 | 21.2 | 133.0 | 27.0 | 20.3 | |||||||||||
Liquid waste | 188.4 | 53.8 | 28.6 | 111.7 | 32.0 | 28.6 | |||||||||||
Corporate | — | (34.8) | — | — | (20.1) | — | |||||||||||
Total | $ | 1,485.1 | $ | 415.8 | 28.0 | % | $ | 1,036.0 | $ | 281.2 | 27.1 | % |
Nine months ended | Nine months ended September 30, 2020 | ||||||||||||||||
Revenue | Adjusted EBITDA | Adjusted EBITDA Margin | Revenue(1) | Adjusted EBITDA(2) | Adjusted EBITDA Margin | ||||||||||||
Solid waste | |||||||||||||||||
$ | 1,028.9 | $ | 304.5 | 29.6 | % | $ | 909.0 | $ | 250.6 | 27.6 | % | ||||||
2,181.7 | 698.0 | 32.0 | 1,354.0 | 427.4 | 31.6 | ||||||||||||
Solid waste | 3,210.6 | 1,002.5 | 31.2 | 2,263.0 | 678.0 | 30.0 | |||||||||||
Infrastructure and soil remediation | 382.9 | 69.6 | 18.2 | 394.9 | 75.2 | 19.0 | |||||||||||
Liquid waste | 392.5 | 102.0 | 26.0 | 302.7 | 71.8 | 23.7 | |||||||||||
Corporate | — | (98.7) | — | — | (59.5) | — | |||||||||||
Total | $ | 3,986.0 | $ | 1,075.4 | 27.0 | % | $ | 2,960.6 | $ | 765.5 | 25.9 | % |
_________________________ | |
(1) | Includes reclassification of |
(2) | Includes reclassification of |
Net Leverage
The following table presents the calculation of Net Leverage as at the dates indicated (all amounts are in millions of dollars unless otherwise stated):
Total long-term debt | $ | 8,417.6 | $ | 6,166.1 | |
Deferred finance costs and other adjustments | 27.1 | 58.5 | |||
Total long-term debt excluding deferred finance costs and other adjustments | $ | 8,390.5 | $ | 6,107.6 | |
Less: cash | (1,149.5) | (27.2) | |||
7,241.0 | 6,080.4 | ||||
Trailing twelve months Adjusted EBITDA | 1,386.6 | 1,076.7 | |||
Acquisition EBITDA Adjustments | 150.2 | 238.3 | |||
Run-Rate EBITDA | $ | 1,536.8 | $ | 1,315.0 | |
Net Leverage | 4.71x | 4.62x |
NON-IFRS RECONCILIATION SCHEDULE
Adjusted EBITDA
The tables below set forth the reconciliation of our net loss to EBITDA and Adjusted EBITDA for the periods indicated (all amounts are in millions of dollars):
($ millions) | Three months ended | Three months ended | |||
Net loss | (245.2) | $ | (114.7) | ||
Add: | |||||
Interest and other finance costs | 97.0 | 94.9 | |||
Depreciation of property and equipment | 227.5 | 124.6 | |||
Amortization of intangible assets | 113.3 | 109.3 | |||
Income tax recovery | (101.8) | (44.9) | |||
EBITDA | 90.8 | 169.2 | |||
Add: | |||||
Loss (gain) on foreign exchange(1) | 111.6 | (22.0) | |||
Loss on sale of property and equipment | 1.7 | 0.3 | |||
Mark-to-market loss on Purchase Contracts(2) | 208.6 | 107.5 | |||
Share-based payments(3) | 10.9 | 7.2 | |||
Gain on divestiture(4) | (31.4) | — | |||
Transaction costs(5) | 17.8 | 17.1 | |||
Acquisition, rebranding and other integration costs(7) | 5.8 | 0.9 | |||
Deferred purchase consideration | — | 1.0 | |||
Adjusted EBITDA | $ | 415.8 | $ | 281.2 | |
($ millions) | Nine months ended | Nine months ended | ||||||
Net loss | (446.2) | $ | (508.2) | |||||
Add: | ||||||||
Interest and other finance costs | 328.9 | 459.7 | ||||||
Depreciation of property and equipment | 652.9 | 370.9 | ||||||
Amortization of intangible assets | 334.5 | 319.5 | ||||||
Income tax recovery | (175.7) | (170.9) | ||||||
EBITDA | 694.4 | 471.0 | ||||||
Add: | ||||||||
Loss on foreign exchange(1) | 35.3 | 75.6 | ||||||
Loss on sale of property and equipment | 2.7 | 2.4 | ||||||
Mark-to-market loss on fuel hedges | — | 1.8 | ||||||
Mark-to-market loss on Purchase Contracts(2) | 319.6 | 93.3 | ||||||
Share-based payments(3) | 31.2 | 27.1 | ||||||
Gain on divestiture(4) | (66.9) | — | ||||||
Transaction costs(5) | 43.2 | 36.0 | ||||||
IPO transaction costs(6) | — | 46.2 | ||||||
Acquisition, rebranding and other integration costs(7) | 15.9 | 10.1 | ||||||
Deferred purchase consideration | — | 2.0 | ||||||
Adjusted EBITDA | $ | 1,075.4 | $ | 765.5 | ||||
(1) | Consists of (i) non-cash gains and losses on foreign exchange and interest rate swaps entered into in connection with our debt instruments and (ii) gains and losses attributable to foreign exchange rate fluctuations. |
(2) | This is a non-cash item that consists of the fair value "mark-to-market" adjustment on the Purchase Contracts. |
(3) | This is a non-cash item and consists of the amortization of the estimated fair value of share-based options granted to certain members of management under share-based option plans. |
(4) | Consists of gain resulting from the divestiture of certain landfill assets, as well as hauling and ancillary operations. |
(5) | 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. |
(6) | Consists of costs associated with the IPO, such as legal, audit, regulatory and other fees and expenses incurred in connection with the IPO, as well as underwriting fees related to the TEUs that were expensed as incurred. |
(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. |
Adjusted Net Income
The tables below set forth the reconciliation of our net loss to Adjusted Net Income for the periods indicated (all amounts are in millions of dollars, except per share amounts):
($ millions) | Three months ended | Three months ended | |||
Net loss | $ | (245.2) | $ | (114.7) | |
Add: | |||||
Amortization of intangible assets(1) | 113.3 | 109.3 | |||
ARO discount rate depreciation adjustment(2) | 4.6 | — | |||
Incremental depreciation of property and equipment due to recapitalization | 4.5 | 4.7 | |||
Amortization of deferred financing costs | 6.4 | 3.4 | |||
Mark-to-market loss on Purchase Contracts(5) | 208.6 | 107.5 | |||
Gain on divestiture | (31.4) | — | |||
Loss (gain) on foreign exchange(6) | 111.6 | (22.0) | |||
Transaction costs(7) | 17.8 | 17.1 | |||
Acquisition, rebranding and other integration costs(8) | 5.8 | 0.9 | |||
TEU amortization expense | 0.4 | 1.1 | |||
Tax effect(9) | (115.9) | (62.2) | |||
Adjusted Net Income | $ | 80.5 | $ | 45.1 | |
Adjusted earnings per share, basic and diluted | $ | 0.22 | $ | 0.13 |
($ millions) | Nine months ended | Nine months ended | |||
Net loss | $ | (446.2) | $ | (508.2) | |
Add: | |||||
Amortization of intangible assets(1) | 334.5 | 319.5 | |||
ARO discount rate depreciation adjustment(2) | 14.8 | — | |||
Incremental depreciation of property and equipment due to recapitalization | 13.9 | 14.2 | |||
IPO transaction costs(3) | — | 46.2 | |||
Loss on extinguishment of debt(4) | 49.3 | 133.2 | |||
Amortization of deferred financing costs | 16.5 | 26.0 | |||
Mark-to-market loss on Purchase Contracts(5) | 319.6 | 93.3 | |||
Gain on divestiture | (66.9) | — | |||
Loss on foreign exchange(6) | 35.3 | 75.6 | |||
Transaction costs(7) | 43.2 | 36.0 | |||
Acquisition, rebranding and other integration costs(8) | 15.9 | 10.1 | |||
TEU amortization expense | 1.4 | 2.2 | |||
Tax effect(9) | (202.6) | (200.4) | |||
Adjusted Net Income | $ | 128.7 | $ | 47.7 | |
Adjusted earnings per share, basic and diluted | $ | 0.36 | $ | 0.13 |
(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 costs associated with the IPO, such as legal, audit, regulatory and other fees and expenses incurred in connection with the IPO, as well as underwriting fees related to the TEUs that were expenses as incurred. |
(4) | This consists of costs associated with the early redemption of the 2027 Notes and interest and penalties related to loss on extinguishment of the PIK Notes and the redemption of the 2022 Notes and the 2023 Notes in their entirety and partial early repayment of the 2026 Notes. |
(5) | This is a non-cash item that consists of the fair value "mark-to-market" adjustment on the Purchase Contracts. |
(6) | 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. |
(7) | 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. |
(8) | 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. |
(9) | Consists of the tax effect of the adjustments to net income (loss). |
Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow
The tables below set forth the reconciliation of our cash flows from operating activities to Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow, for the periods indicated (all amounts are in millions of dollars):
($ millions) | Three months ended | Three months ended | |||
Cash flows from operating activities | $ | 223.9 | 256.7 | ||
Add: | |||||
Transaction costs(4) | 17.8 | 17.1 | |||
Acquisition, rebranding and other integration costs(5) | 5.8 | 0.9 | |||
M&A related net working capital investment(6) | 35.4 | (1.2) | |||
Tax refund from CARES Act(7) | — | (12.5) | |||
Deferred purchase consideration | — | 1.0 | |||
Cash interest paid on TEUs(8) | 1.0 | 3.0 | |||
Adjusted Cash Flows from Operating Activities | 283.9 | 265.0 | |||
Less: | |||||
Proceeds from asset divestitures(9) | 94.5 | — | |||
Proceeds on disposal of assets | 6.7 | 6.1 | |||
Purchase of property and equipment and intangible assets | (134.7) | (85.7) | |||
Adjusted Free Cash Flow | $ | 250.4 | $ | 185.4 | |
($ millions) | Nine months ended | Nine months ended | |||
Cash flows from operating activities | $ | 614.1 | 338.7 | ||
Add: | |||||
Costs associated with IPO related debt repayments(1) | — | 106.6 | |||
Prepayment penalties for early note redemption(2) | 49.3 | — | |||
IPO transaction costs(3) | — | 46.2 | |||
Transaction costs(4) | 43.2 | 36.0 | |||
Acquisition, rebranding and other integration costs(5) | 15.9 | 10.1 | |||
M&A related net working capital investment(6) | 35.4 | (0.6) | |||
Tax refund from CARES Act(7) | (1.5) | (12.5) | |||
Deferred purchase consideration | — | 2.0 | |||
Cash interest paid on TEUs(8) | 3.3 | 3.5 | |||
Adjusted Cash Flows from Operating Activities | 759.7 | 530.0 | |||
Less: | |||||
Proceeds from asset divestitures(9) | 157.6 | — | |||
Proceeds on disposal of assets | 12.8 | 10.5 | |||
Purchase of property and equipment and intangible assets | (417.8) | (305.7) | |||
Adjusted Free Cash Flow | $ | 512.3 | $ | 234.8 | |
(1) | Consists of costs associated with the extinguishment of our 11.000% paid-in-kind notes ("PIK Notes"), 5.625% USD senior unsecured notes due 2022 ("2022 Notes"), and our 5.375% USD senior unsecured notes due 2023 ("2023 Notes"), the termination of the swap arrangements associated with the 2022 Notes and the 2023 Notes, and accelerated interest payments of the PIK Notes, the 2022 Notes and the 2023 Notes. |
(2) | Consists of prepayment penalty costs associated with the early redemption of the 2027 Notes. |
(3) | Consists of costs associated with the IPO, such as legal, audit, regulatory and other fees and expenses incurred in connection with the IPO, as well as underwriting fees related to the TEUs that were expensed as incurred. |
(4) | 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. |
(5) | 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. |
(6) | Consists of net non-cash working capital in the period in relation to acquisitions. |
(7) | Consists of tax refunds received related to loss carry-backs under the CARES Act applied to prior year taxable income. |
(8) | Consists of interest paid in cash on the Amortizing Notes. |
(9) | Consists of proceeds on divestiture of certain landfill assets, as well as hauling and ancillary operations. Amount has been included in Adjusted Free Cash Flow on the basis that the proceeds will be redeployed into the business before year end and will therefore yield a nil impact. |
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