GFL GFL Environmental Inc

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2023

 

Commission File Number: 001-39240

 

 

GFL Environmental Inc. 

(Translation of registrant’s name into English)

 

 

100 New Park Place, Suite 500 

Vaughan, Ontario, Canada L4K 0H9 

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ¨              Form 40-F x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

EXPLANATORY NOTE

 

Exhibits 99.1 and 99.2 to this Report of Foreign Private Issuer on Form 6-K are hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-236949) and Form F-10 (File No. 333-255184).

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Unaudited Interim Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2023
99.2		Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three and Nine Months Ended September 30, 2023
99.3		Certification of Chief Executive Officer
99.4		Certification of Chief Financial Officer

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	GFL Environmental Inc.
	By:	/s/ Mindy Gilbert
	Name:	Mindy Gilbert
Date: November 3, 2023	Title:	Executive Vice President and Chief Legal Officer

 

 

Exhibit 99.1

 

GFL Environmental Inc.

 

Unaudited Interim Condensed

Consolidated Financial Statements

For the three and nine months ended September 30, 2023

 

 

GFL Environmental Inc.

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income

(In millions of dollars except per share amounts)

 

				Three months ended September 30,								Nine months ended September 30,
		Notes		2023				2022				2023				2022
Revenue		11		$	1,890.0			$	1,831.2			$	5,632.7			$	4,940.1
Expenses
Cost of sales					1,526.8				1,591.9				4,672.0				4,339.5
Selling, general and administrative expenses					234.7				187.5				683.4				528.6
Interest and other finance costs		8			137.2				136.2				466.7				340.7
Gain on sale of property and equipment					(6.7	)			(5.7	)			(13.1	)			(10.1	)
Loss (gain) on foreign exchange					46.9				195.3				(4.6	)			249.3
Mark-to-market (gain) loss on Purchase Contracts		9			—				(10.3	)			104.3				(391.4	)
Loss (gain) on divestiture		18			—				1.6				(580.5	)			(4.9	)
Other					(15.2	)			3.4				(17.5	)			12.5
					1,923.7				2,099.9				5,310.7				5,064.2
Share of net income (loss) of investments accounted for using the equity method					34.0				9.2				(48.9	)			14.5
Earnings (loss) before income taxes					0.3				(259.5	)			273.1				(109.6	)
Current income tax expense (recovery)					18.1				(3.4	)			367.5				7.5
Deferred tax recovery					(36.1	)			(72.4	)			(188.7	)			(153.0	)
Income tax (recovery) expense					(18.0	)			(75.8	)			178.8				(145.5	)
Net income (loss) from continuing operations					18.3				(183.7	)			94.3				35.9
Net loss from discontinued operations					—				—				—				(127.9	)
Net income (loss)					18.3				(183.7	)			94.3				(92.0	)
Less: Net loss attributable to non-controlling interests					(3.8	)			(0.2	)			(3.3	)			(0.2	)
Net income (loss) attributable to GFL Environmental Inc.					22.1				(183.5	)			97.6				(91.8	)
Items that may be subsequently reclassified to net income
Currency translation adjustment					119.4				420.0				(42.4	)			526.3
Fair value movements on cash flow hedges, net of tax					10.7				(73.4	)			25.6				(74.2	)
Share of other comprehensive loss of investments accounted for using the equity method					—				—				(0.4	)			—
Reclassification to net income of foreign currency differences on divestitures					—				—				22.5				—
Other comprehensive income from continuing operations					130.1				346.6				5.3				452.1
Comprehensive income from continuing operations					148.4				162.9				99.6				488.0
Comprehensive loss from discontinued operations		19			—				—				—				(127.9	)
Total comprehensive income					148.4				162.9				99.6				360.1
Less: Total comprehensive loss attributable to non-controlling interests					(4.5	)			—				(4.3	)			—
Total comprehensive income attributable to GFL Environmental Inc.				$	152.9			$	162.9			$	103.9			$	360.1
Basic and diluted (loss) earnings per share		10
Continuing operations				$	—			$	(0.55	)		$	0.08			$	(0.07	)
Discontinued operations					—				—				—				(0.35	)
Total operations				$	—			$	(0.55	)		$	0.08			$	(0.42	)

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

 

GFL Environmental Inc.

Unaudited Interim Condensed Consolidated Statements of Financial Position

(In millions of dollars)

 

		Notes		September 30, 2023				December 31, 2022
Assets
Cash				$	174.2			$	82.1
Trade and other receivables, net					1,182.8				1,118.1
Prepaid expenses and other assets					248.0				182.9
Current assets					1,605.0				1,383.1
Property and equipment, net		4			6,863.3				6,540.3
Intangible assets, net		5			3,056.0				3,245.0
Investments accounted for using the equity method					316.2				326.6
Other long-term assets					112.6				90.2
Deferred income tax assets					38.9				—
Goodwill		5			7,898.4				8,182.4
Non-current assets					18,285.4				18,384.5
Total assets					19,890.4				19,767.6
Liabilities
Accounts payable and accrued liabilities					1,552.8				1,557.7
Income taxes payable					107.3				—
Long-term debt		7			—				17.9
Lease obligations					53.9				51.5
Due to related party		17			5.8				9.3
Tangible equity units		9			—				1,024.9
Landfill closure and post-closure obligations		6			36.5				30.8
Current liabilities					1,756.3				2,692.1
Long-term debt		7			8,848.9				9,248.9
Lease obligations					367.6				327.3
Other long-term liabilities					39.9				47.5
Due to related party		17			2.9				8.7
Deferred income tax liabilities					550.0				582.6
Landfill closure and post-closure obligations		6			811.6				816.4
Non-current liabilities					10,620.9				11,031.4
Total liabilities					12,377.2				13,723.5
Shareholders’ equity
Share capital					9,786.4				8,640.3
Contributed surplus					130.1				109.6
Deficit					(2,763.9	)			(2,843.0	)
Accumulated other comprehensive income					136.6				130.3
Total GFL Environmental Inc.’s shareholders’ equity					7,289.2				6,037.2
Non-controlling interests					224.0				6.9
Total shareholders’ equity					7,513.2				6,044.1
Total liabilities and shareholders’ equity				$	19,890.4			$	19,767.6

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

 

GFL Environmental Inc.

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

(In millions of dollars except per share amounts)

 

								GFL Environmental Inc.’s Shareholders’ Equity
		Notes		Share capital - # of shares				Share capital				Contributed surplus				Deficit				Cash flow hedges, net of tax				Currency translation				Total equity attributable to shareholders				Non-controlling interests				Total shareholders’ equity
Balance, December 31, 2021					375,061,066			$	8,462.9			$	77.4			$	(2,510.5	)		$	13.2			$	(266.9	)		$	5,776.1			$	—			$	5,776.1
Net loss and comprehensive income					—				—				—				(91.8	)			(74.2	)			526.1				360.1				—				360.1
Dividends issued and paid					—				—				—				(15.1	)			—				—				(15.1	)			—				(15.1	)
Share capital issued upon acquisition of subsidiary					3,976,434				154.5				—				—				—				—				154.5				—				154.5
Non-controlling interests measured upon acquisition of subsidiary					—				—				—				—				—				—				—				6.0				6.0
Cancelled shares					(8,057	)			(0.2	)			0.2				—				—				—				—				—				—
Share capital issued on exercise of share options					450,000				3.7				(3.7	)			—				—				—				—				—				—
Share capital issued on exercise and settlement of RSUs					692,482				17.9				(17.9	)			—				—				—				—				—				—
Share capital issued on TEU conversion					297				—				—				—				—				—				—				—				—
Share-based payments		13			—				—				40.0				—				—				—				40.0				—				40.0
Balance, September 30, 2022					380,172,222			$	8,638.8			$	96.0			$	(2,617.4	)		$	(61.0	)		$	259.2			$	6,315.6			$	6.0			$	6,321.6
Balance, December 31, 2022					380,211,030			$	8,640.3			$	109.6			$	(2,843.0	)		$	(52.1	)		$	182.4			$	6,037.2			$	6.9			$	6,044.1
Net income and comprehensive income					—				—				—				97.6				25.6				(19.3	)			103.9				(4.3	)			99.6
Dividends issued and paid					—				—				—				(18.5	)			—				—				(18.5	)			—				(18.5	)
Non-controlling interests measured upon acquisition of subsidiary					—				—				—				—				—				—				—				213.3				213.3
Contribution from non-controlling interest					—				—				—				—				—				—				—				8.1				8.1
Cancelled shares		13			(260	)			—				—				—				—				—				—				—				—
Share capital issued on exercise and settlement of RSUs		13			875,897				36.2				(36.2	)			—				—				—				—				—				—
Share capital issued on TEU conversion		9			25,666,465				1,109.9				—				—				—				—				1,109.9				—				1,109.9
Share-based payments		13			—				—				56.7				—				—				—				56.7				—				56.7
Balance, September 30, 2023					406,753,132			$	9,786.4			$	130.1			$	(2,763.9	)		$	(26.5	)		$	163.1			$	7,289.2			$	224.0			$	7,513.2

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

 

GFL Environmental Inc.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(In millions of dollars)

 

				Three months ended September 30,								Nine months ended September 30,
		Notes		2023				2022				2023				2022
Operating activities
Net income (loss)				$	18.3			$	(183.7	)		$	94.3			$	(92.0	)
Adjustments for non-cash items
Depreciation of property and equipment		4			242.3				264.0				719.9				736.8
Amortization of intangible assets		5			106.9				124.2				379.7				383.3
Share of net (income) loss of investments accounted for using the equity method					(34.0	)			(9.2	)			48.9				(14.5	)
Loss (gain) on divestiture		18			—				1.6				(580.5	)			(4.9	)
Other					(15.2	)			3.4				(17.5	)			12.5
Impairment related to discontinued operations		19			—				—				—				128.1
Interest and other finance costs		8			137.2				136.2				466.7				344.2
Share-based payments		13			26.5				13.4				56.7				40.0
Loss (gain) on unrealized foreign exchange on long-term debt and TEUs					47.2				196.3				(3.5	)			249.6
Gain on sale of property and equipment					(6.7	)			(5.7	)			(13.1	)			(10.1	)
Mark-to-market (gain) loss on Purchase Contracts		9			—				(10.3	)			104.3				(391.4	)
Current income tax expense (recovery)					18.1				(3.4	)			367.5				7.6
Deferred tax recovery					(36.1	)			(72.4	)			(188.7	)			(154.9	)
Interest paid in cash on Amortizing Notes component of TEUs					—				(0.4	)			(0.2	)			(1.7	)
Interest paid in cash, excluding interest paid on Amortizing Notes					(134.8	)			(113.2	)			(411.5	)			(296.9	)
Income taxes paid in cash, net					(250.9	)			(2.6	)			(261.8	)			(22.1	)
Changes in non-cash working capital items		14			12.9				(40.8	)			(169.6	)			(201.2	)
Landfill closure and post-closure expenditures		6			(5.9	)			(11.3	)			(12.6	)			(19.1	)
					125.8				286.1				579.0				693.3
Investing activities
Purchase of property and equipment					(276.3	)			(207.6	)			(823.6	)			(529.5	)
Proceeds from disposal of assets and other					30.6				2.5				51.0				8.9
Proceeds from divestitures					—				9.9				1,645.9				319.7
Business acquisitions and investments, net of cash acquired		3			(392.3	)			(139.5	)			(674.7	)			(1,129.0	)
					(638.0	)			(334.7	)			198.6				(1,329.9	)
Financing activities
Repayment of lease obligations					(30.8	)			(16.8	)			(69.4	)			(51.8	)
Issuance of long-term debt					1,069.0				155.0				3,032.1				1,446.1
Repayment of long-term debt					(412.2	)			(40.3	)			(3,597.1	)			(588.2	)
Proceeds from termination of hedged arrangements					—				—				17.3				—
Payment of contingent purchase consideration and holdbacks		3			(0.6	)			(2.9	)			(4.6	)			(13.1	)
Repayment of Amortizing Notes					—				(14.8	)			(15.7	)			(43.0	)
Dividends issued and paid					(6.4	)			(5.4	)			(18.5	)			(15.1	)
Payment of financing costs					(11.2	)			(0.7	)			(26.2	)			(2.6	)
Repayment of loan to related party		17			(2.9	)			(6.4	)			(9.3	)			(12.8	)
Contribution from non-controlling interest					—				—				8.1				—
					604.9				67.7				(683.3	)			719.5
Increase in cash					92.7				19.1				94.3				82.9
Changes due to foreign exchange revaluation of cash					(0.7	)			(12.3	)			(2.2	)			(35.9	)
Cash, beginning of period					82.2				230.6				82.1				190.4
Cash, end of period				$	174.2			$	237.4			$	174.2			$	237.4

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

1.	REPORTING ENTITY

 

GFL Environmental Inc. (“GFL” or the “Company”) was formed on March 5, 2020 under the laws of the Province of Ontario. GFL’s subordinate voting shares trade on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “GFL”.

 

GFL is in the business of providing non-hazardous solid waste management and environmental services. These services are provided through GFL and its subsidiaries and a network of facilities across Canada and the United States. GFL’s registered office is Suite 500, 100 New Park Place, Vaughan, ON, L4K 0H9.

 

These unaudited interim condensed consolidated financial statements (the “Interim Financial Statements”) include the accounts of GFL and its subsidiaries as at September 30, 2023.

 

The Board of Directors approved the Interim Financial Statements on November 1, 2023.

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Statement of compliance

 

The Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, within the framework of International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

The Interim Financial Statements do not include all disclosures required in the annual consolidated financial statements and should be read in conjunction with GFL’s annual consolidated financial statements for the year ended December 31, 2022 (the “Annual Financial Statements”).

 

Basis of measurement

 

The Interim Financial Statements were prepared on the historical cost basis except for certain financial instruments that are measured at fair value at the end of the reporting period as detailed in the Annual Financial Statements.

 

Presentation and functional currency

 

The Interim Financial Statements are presented in Canadian dollars which is GFL’s functional currency.

 

Use of estimates and judgments

 

The preparation of the Interim Financial Statements requires management to make estimates and use judgment that affect the reported amounts of revenue, expenses, assets, liabilities and accompanying disclosures. Accordingly, actual results may differ from estimated amounts as future confirming events occur. Significant estimates and judgments used in the preparation of the Interim Financial Statements are described in the Annual Financial Statements.

 

Accounting policies

 

The accounting policies adopted in the preparation of the Interim Financial Statements are consistent with those followed in the preparation of the Annual Financial Statements.

 

New and amended standards adopted

 

A number of amended standards became applicable for the current reporting period. GFL was not required to change its accounting policies or make retrospective adjustments as a result of adopting the applicable amended standards.

 

New accounting standards issued but not yet effective

 

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The standards applicable to GFL are not expected to have a material impact on these Interim Financial Statements.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

3.

BUSINESS COMBINATIONS AND INVESTMENTS

 

For the nine months ended September 30, 2023, GFL acquired 27 businesses, of which 19 were solid waste management businesses, and each of which GFL considers to be individually immaterial.

 

The following table presents the purchase price allocation based on the best information available to GFL to date:

 

		Three months ended September 30, 2023				Nine months ended September 30, 2023
Net working capital, including cash acquired of $1.7 million and $5.5 million, respectively		$	(8.0	)		$	(6.9	)
Property and equipment			362.8				437.5
Intangible assets			194.0				322.6
Goodwill			368.7				418.9
Lease obligations			(23.6	)			(27.1	)
Long-term debt			(182.5	)			(182.5	)
Other long-term liabilities			(0.1	)			(0.8	)
Landfill closure and post-closure obligations			(17.2	)			(17.2	)
Deferred income tax liabilities			(98.2	)			(106.1	)
Net assets acquired		$	595.9			$	838.4
Share capital in subsidiary issued		$	7.4				7.4
Cash paid			382.6				625.1
Contribution from non-controlling interest			205.9				205.9
Total consideration		$	595.9			$	838.4

 

In addition to the cash consideration noted above, during the three and nine months ended September 30, 2023, GFL paid $0.6 million and $4.6 million in additional consideration related to acquisitions from prior years.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

GFL finalizes purchase price allocations relating to acquisitions within 12 months of the respective acquisition date and, as a result, there may be differences between the provisional estimates reflected above and the final acquisition accounting. During the nine months ended September 30, 2023, GFL finalized the purchase price allocations for certain acquisitions resulting in an increase in net working capital of $3.6 million, an increase in property and equipment of $23.0 million, an increase in intangible assets of $21.3 million, an increase in deferred income tax liabilities of $4.1 million and a decrease in goodwill of $43.8 million.

 

Approximately $88.4 million and $122.3 million of the goodwill acquired during the three and nine months ended September 30, 2023 ($12.5 million and $686.9 million during the three and nine months ended September 30, 2022) is expected to be deductible for tax purposes.

 

Since the respective acquisition dates, revenue and earnings before income taxes of approximately $115.3 million and $16.8 million, respectively, attributable to the 2023 acquisitions, are included in these Interim Financial Statements.

 

Pro forma results of operations

 

If the 2023 acquisitions had occurred on January 1, 2023, the unaudited consolidated pro forma revenue and earnings before income taxes for the nine months ended September 30, 2023 would have been $5,808.0 million and $292.5 million, respectively. The pro forma results do not purport to be indicative of the results of operations which would have resulted had the acquisitions occurred at the beginning of the year, nor are they necessarily indicative of future operating results.

 

Investments in joint ventures and associates

 

During the three and nine months ended September 30, 2023, GFL made contributions of $8.8 million and $27.3 million ($11.2 million and $43.0 million for the three and nine months ended September 30, 2022) to joint ventures.

 

During the three and nine months ended September 30, 2023, GFL made contributions of $nil and $19.0 million ($nil and $nil for the three and nine months ended September 30, 2022) to associates.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

4.

PROPERTY AND EQUIPMENT

 

The following table presents the changes in cost and accumulated depreciation of GFL’s property and equipment for the periods indicated:

 

		Land, buildings and improvements				Landfills				Vehicles				Machinery and equipment				Assets under development				Containers				Right-of-use assets				Total
Cost
Balance, December 31, 2022			1,687.1				2,745.1				2,594.1				1,081.5				51.6				789.0				457.0				9,405.4
Additions			79.9				154.9				314.7				140.3				115.6				77.4				61.2				944.0
Acquisitions via business combinations			47.4				184.8				88.8				49.2				0.1				40.1				27.1				437.5
Adjustments for prior year acquisitions			12.5				—				(0.2	)			(0.4	)			—				—				—				11.9
Adjustments for asset retirement obligations			—				(61.2	)			—				—				—				—				—				(61.2	)
Disposals			(72.2	)			(45.1	)			(249.7	)			(47.9	)			(6.7	)			(57.2	)			(17.5	)			(496.3	)
Transfers			12.6				13.2				8.6				0.9				(34.2	)			0.3				(1.4	)			—
Changes in foreign exchange			(2.7	)			(3.7	)			(6.2	)			(1.4	)			(0.2	)			(2.3	)			(0.1	)			(16.6	)
Balance, September 30, 2023			1,764.6				2,988.0				2,750.1				1,222.2				126.2				847.3				526.3				10,224.7
Accumulated depreciation
Balance, December 31, 2022			171.0				804.1				987.3				468.3				—				272.5				161.9				2,865.1
Depreciation			52.0				195.9				213.5				117.4				—				84.2				52.1				715.1
Disposals			(13.3	)			(19.8	)			(128.9	)			(26.0	)			—				(26.2	)			(8.6	)			(222.8	)
Impairment			—				—				8.7				0.1				—				—				—				8.8
Changes in foreign exchange			(0.3	)			(1.1	)			(2.1	)			(0.5	)			—				(0.6	)			(0.2	)			(4.8	)
Balance, September 30, 2023			209.4				979.1				1,078.5				559.3				—				329.9				205.2				3,361.4
Carrying amounts
At December 31, 2022		$	1,516.1			$	1,941.0			$	1,606.8			$	613.2			$	51.6			$	516.5			$	295.1			$	6,540.3
At September 30, 2023		$	1,555.2			$	2,008.9			$	1,671.6			$	662.9			$	126.2			$	517.4			$	321.1			$	6,863.3

 

For the three and nine months ended September 30, 2023, total depreciation of property and equipment was $242.3 million and $719.9 million ($264.0 million and $732.1 million for the three and nine months ended September 30, 2022). Of the total depreciation for the three and nine months ended September 30, 2023, $236.1 million and $700.2 million was included in cost of sales ($256.9 million and $709.7 million for the three and nine months ended September 30, 2022) and $6.2 million and $19.7 million was included in selling, general and administrative expenses ($7.1 million and $22.4 million for the three and nine months ended September 30, 2022).

 

Depreciation of property and equipment of $719.9 million for the nine months ended September 30, 2023 ($736.8 million for the nine months ended September 30, 2022) as presented in the statement of cash flows was comprised of depreciation of $715.1 million ($729.0 million for the nine months ended September 30, 2022) shown in the table above and depreciation of $4.8 million ($7.8 million for the nine months ended September 30, 2022) due 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 annual valuations.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

5.

GOODWILL AND INTANGIBLE ASSETS

 

The following table presents the changes in cost and accumulated amortization of GFL’s goodwill and intangible assets for the periods indicated:

 

		Goodwill				Indefinite life C of A				Customer lists and municipal contracts				Trade name, definite life C of A and other licenses				Non-compete agreements				Total
Cost
Balance, December 31, 2022			8,182.4				839.7				3,592.7				108.1				564.2				13,287.1
Acquisitions via business combinations			418.9				3.3				298.4				5.8				15.1				741.5
Adjustments for prior year acquisitions			(29.0	)			—				17.2				—				1.1				(10.7	)
Other			—				—				9.2				—				—				9.2
Disposals			(650.2	)			(9.7	)			(254.2	)			—				(67.0	)			(981.1	)
Changes in foreign exchange			(23.7	)			(0.3	)			(7.5	)			(0.2	)			(2.1	)			(33.8	)
Balance, September 30, 2023			7,898.4				833.0				3,655.8				113.7				511.3				13,012.2
Accumulated amortization
Balance, December 31, 2022			—				—				1,527.5				32.6				299.6				1,859.7
Amortization			—				—				300.8				4.4				74.5				379.7
Disposals			—				—				(136.1	)			—				(41.7	)			(177.8	)
Changes in foreign exchange			—				—				(3.0	)			—				(0.8	)			(3.8	)
Balance, September 30, 2023			—				—				1,689.2				37.0				331.6				2,057.8
Carrying amounts
At December 31, 2022		$	8,182.4			$	839.7			$	2,065.2			$	75.5			$	264.6			$	11,427.4
At September 30, 2023		$	7,898.4			$	833.0			$	1,966.6			$	76.7			$	179.7			$	10,954.4

 

All intangible asset amortization expense is included in cost of sales.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

6.

LANDFILL CLOSURE AND POST-CLOSURE OBLIGATIONS

 

The following table presents GFL’s landfill closure and post-closure obligations for the periods indicated:

 

Balance, December 31, 2022		$	847.2
Acquisitions via business combinations			17.2
Disposals			(15.0	)
Provisions			48.6
Adjustment for discount and inflation rates			(61.2	)
Accretion			25.3
Expenditures			(12.6	)
Changes in foreign exchange			(1.4	)
Balance, September 30, 2023			848.1
Less: Current portion of landfill closure and post-closure obligations			(36.5	)
Non-current portion of landfill closure and post-closure obligations		$	811.6

 

The maturation of GFL’s landfill closure and post-closure obligations has not materially changed since December 31, 2022.

 

Funded landfill post-closure assets

 

GFL is required to deposit funds into trusts to settle post-closure obligations for landfills in certain jurisdictions. As at September 30, 2023, included in other long-term assets are funded landfill post-closure obligations, representing the fair value of legally restricted assets, totaling $27.5 million ($26.1 million as at December 31, 2022).

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

7.

LONG-TERM DEBT

 

The following table presents GFL’s long-term debt for the periods indicated:

		September 30, 2023				December 31, 2022
Revolving credit facility		$	622.0			$	771.8
Term Loan A Facility			775.0				500.0
Term Loan B Facility			985.6				1,742.7
Notes(1)
4.250% USD senior secured notes (“4.250% 2025 Secured Notes”)(2)			676.0				677.2
3.750% USD senior secured notes (“3.750% 2025 Secured Notes”)(3)			1,014.0				1,015.8
5.125% USD senior secured notes (“5.125% 2026 Secured Notes”)(4)			676.0				677.2
3.500% USD senior secured notes (“3.500% 2028 Secured Notes”)(5)			1,014.0				1,015.8
4.000% USD senior notes (“4.000% 2028 Notes”)(6)			1,014.0				1,015.8
4.750% USD senior notes (“4.750% 2029 Notes”)(7)			1,014.0				1,015.8
4.375% USD senior notes (“4.375% 2029 Notes”)(8)			743.6				744.9
Other			321.8				75.0
Subtotal			8,856.0				9,252.0
Discount			(4.7	)			(5.5	)
Derivative liability			69.8				79.9
Deferred finance costs			(72.2	)			(59.6	)
Total long-term debt			8,848.9				9,266.8
Less: Current portion of long-term debt			—				17.9
Non-current portion of long-term debt		$	8,848.9			$	9,248.9
Total long-term debt			8,848.9				9,266.8
Less: Derivative asset			(51.2	)			(58.3	)
Total long-term debt, net of derivative asset		$	8,797.7			$	9,208.5

 

(1)

Refer to Note 15 for additional information on the hedging arrangements related to the Notes.

(2)

The 4.250% 2025 Secured Notes bear interest semi-annually which commenced on December 1, 2020 with principal maturing on June 1, 2025.

(3)

The 3.750% 2025 Secured Notes bear interest semi-annually which commenced on February 1, 2021 with principal maturing on August 1, 2025.

(4)

The 5.125% 2026 Secured Notes bear interest semi-annually which commenced on December 15, 2019 with principal maturing on December 15, 2026.

(5)

The 3.500% 2028 Secured Notes bear interest semi-annually which commenced on September 1, 2021 with principal maturing on September 1, 2028.

(6)

The 4.000% 2028 Notes are comprised of US$500.0 million of initial notes and US$250.0 million of additional notes. The initial notes and additional notes bear interest semi-annually which commenced on February 1, 2021 and February 1, 2022, respectively. The total principal matures on August 1, 2028.

(7)

The 4.750% 2029 Notes bear interest semi-annually which commenced on December 15, 2021 with principal maturing on June 15, 2029.

(8)

The 4.375% 2029 Notes bear interest semi-annually which commenced on February 15, 2022 with principal maturing on August 15, 2029.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

Revolving credit facility and term loan facility

 

Under the amended and restated revolving credit agreement dated as of August 17, 2023 (the “Revolving Credit Agreement”), GFL has access to (a) a $1,205.0 million revolving credit facility (available in Canadian and US dollars) and an aggregate US$75.0 million in revolving credit facilities (available in US dollars) (collectively, the “Revolving Credit Facility”) and (b) a term loan of $775.0 million (the “Term Loan A Facility”). The Revolving Credit Facility and Term Loan A Facility mature on September 27, 2026. The Revolving Credit Facility and Term Loan A Facility accrue interest at a rate of SOFR/Bankers Acceptance plus 1.500% to 2.250% or Canadian/US prime plus 0.500% to 1.250%. The Revolving Credit Facility and Term Loan A Facility are secured by mortgages on certain properties, a general security agreement over all of the assets of GFL and certain material subsidiaries and a pledge of the shares of such subsidiaries.

 

The Revolving Credit Agreement contains a Total Net Funded Debt to Adjusted EBITDA and an Interest Coverage Ratio (each as defined in the Revolving Credit Agreement) financial maintenance covenant.

 

The Total Net Funded Debt to Adjusted EBITDA ratio to be maintained is equal to or less than 6.00 to 1.00 for a period of four complete fiscal quarters following completion of a Material Acquisition and at all other times, equal to or less than 5.75 to 1.00. The Interest Coverage Ratio must be equal to or greater than 3.00 to 1.00. As at September 30, 2023 and December 31, 2022, GFL was in compliance with these covenants.

 

On January 31, 2023, GFL amended its term loan B facility to extend the maturity date by two years to May 31, 2027 and transition the remainder of the loan from a LIBOR-based interest benchmark to a SOFR-based interest benchmark at a rate of SOFR (with a floor rate at 0.500%) plus 3.000% or US prime plus 2.000% (the “Term Loan B Facility”). On September 22, 2023, GFL amended its Term Loan B Facility to reduce its borrowing rate to SOFR plus 2.500% or US prime plus 1.500%. The Term Loan B Facility is secured by mortgages on certain properties, a general security agreement over all the assets of GFL and certain material subsidiaries and a pledge of the shares of such subsidiaries.

 

Other

 

On March 20, 2023, a 51.0% owned subsidiary amended its credit agreement to include a term loan of US$13.0 million maturing September 21, 2025. The net proceeds from this term loan were used to fund acquisitions.

 

On September 1, 2023, GFL acquired a 51.0% controlling interest in an entity that has a credit facility, under which it has access to (a) a term loan of US$170.0 million and (b) a US$100.0 million revolving credit facility. The term loan and revolving credit facility mature on August 31, 2028 and have a borrowing rate of base or SOFR adjusted rate plus a spread between 2.00% to 3.25%. As at September 30, 2023, the entity had US$170.0 million drawn on the term loan and US$2.5 million drawn on the revolving credit facility.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

8.

INTEREST AND OTHER FINANCE COSTS

 

The following table presents GFL’s interest and other finance costs for the periods indicated:

 

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Interest		$	116.4			$	118.9			$	395.5			$	295.3
Termination of hedged arrangements			—				—				8.7				—
Amortization of deferred financing costs			4.3				3.6				13.6				10.1
Accretion of landfill closure and post-closure obligations			8.9				5.9				25.3				15.1
Other finance costs			7.6				7.8				23.6				20.2
Interest and other finance costs		$	137.2			$	136.2			$	466.7			$	340.7

 

9.

TANGIBLE EQUITY UNITS

 

On March 5, 2020, GFL completed its offering of 15,500,000 6.00% tangible equity units (“TEUs”) for total gross proceeds of $1,040.7 million (US$775.0 million). Each TEU had a stated amount of US$50.00 and was comprised of a prepaid stock purchase contract (“Purchase Contract(s)”) and a senior amortizing note (“Amortizing Note(s)”) due March 15, 2023, both of which were freestanding instruments and separate units of account. Holders of the Purchase Contracts had the ability to elect to early convert such Purchase Contracts prior to the automatic conversion date of March 15, 2023, at the then-applicable minimum conversion rate.

 

On March 15, 2023, GFL made the final payment related to the Amortizing Notes and the remaining outstanding Purchase Contracts were automatically converted into subordinate voting shares at a rate of 2.1940 subordinate voting shares per Purchase Contract. As at December 31, 2022, 11,698,543 Purchase Contracts were outstanding.

 

The following table presents the respective components of the TEUs as at the dates indicated:

 

		September 30, 2023				December 31, 2022
Amortizing Notes		$	—			$	15.5
Purchase Contracts			—				1,009.4
			—				1,024.9
Less: Current portion of TEU			—				(1,024.9	)
Non-current portion of TEU		$	—			$	—

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

10.

(LOSS) EARNINGS PER SHARE

 

The following table presents GFL’s (loss) earnings per share for the periods indicated:

 

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Net income (loss) attributable to GFL Environmental Inc.		$	22.1			$	(183.5	)		$	97.6			$	(91.8	)
Less:
Net loss from discontinued operations			—				—				—				(127.9	)
Amounts attributable to preferred shareholders			22.5				20.6				67.8				60.6
Adjusted net (loss) income from continuing operations for basic and diluted (loss) earnings per share			(0.4	)			(204.1	)			29.8				(24.5	)
Weighted and diluted weighted average number of shares outstanding			369,556,706				368,627,958				369,320,689				366,521,465
Effect of dilutive instruments			—				—				2,686,903				—
Diluted weighted average number of shares outstanding			369,556,706				368,627,958				372,007,592				366,521,465
Basic and diluted (loss) earnings per share
Continuing operations		$	—			$	(0.55	)		$	0.08			$	(0.07	)
Discontinued operations			—				—				—				(0.35	)
Total operations		$	—			$	(0.55	)		$	0.08			$	(0.42	)

 

Basic and diluted (loss) earnings per share includes the minimum conversion of TEUs into subordinate voting shares, which represented nil subordinate voting shares as at September 30, 2023 (25,663,094 subordinate voting shares as at September 30, 2022). Diluted (loss) earnings per share excludes anti-dilutive effects of time-based share options, RSUs (defined below), Preferred Shares (defined below), and any amount of subordinate voting shares arising from the conversion of TEUs in excess of the minimum conversion.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

11.

REVENUE

 

The following table presents GFL’s revenue disaggregated by service type for the periods indicated:

 

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Residential		$	367.2			$	387.8			$	1,160.2			$	1,087.5
Commercial/industrial			713.7				657.5				2,162.0				1,781.8
Total collection			1,080.9				1,045.3				3,322.2				2,869.3
Landfill			244.3				229.3				695.9				614.6
Transfer			194.3				178.7				561.6				495.6
Material recovery			76.5				85.0				242.5				268.1
Other			107.7				120.0				306.4				296.7
Solid Waste			1,703.7				1,658.3				5,128.6				4,544.3
Environmental Services			431.1				390.9				1,208.1				990.3
Intercompany revenue			(244.8	)			(218.0	)			(704.0	)			(594.5	)
Revenue		$	1,890.0			$	1,831.2			$	5,632.7			$	4,940.1

 

12.

OPERATING SEGMENTS

 

The following tables present GFL’s revenue and Adjusted EBITDA by operating segment for the periods indicated. Gross revenue is calculated based on revenue before intercompany revenue eliminations.

 

		Three months ended September 30, 2023
		Gross Revenue				Intercompany Revenue				Revenue				Adjusted EBITDA
Solid Waste
Canada		$	543.4			$	(69.8	)		$	473.6			$	133.7
USA			1,160.3				(131.4	)			1,028.9				338.1
Solid Waste			1,703.7				(201.2	)			1,502.5				471.8
Environmental Services			431.1				(43.6	)			387.5				119.9
Corporate			—				—				—				(61.4	)
		$	2,134.8			$	(244.8	)		$	1,890.0			$	530.3

 

		Three months ended September 30, 2022
		Gross Revenue				Intercompany Revenue				Revenue				Adjusted EBITDA
Solid Waste
Canada		$	516.3			$	(69.0	)		$	447.3			$	122.4
USA			1,142.0				(122.5	)			1,019.5				300.8
Solid Waste			1,658.3				(191.5	)			1,466.8				423.2
Environmental Services			390.9				(26.5	)			364.4				96.5
Corporate			—				—				—				(46.4	)
		$	2,049.2			$	(218.0	)		$	1,831.2			$	473.3

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

		Nine months ended September 30, 2023
		Gross Revenue				Intercompany Revenue				Revenue				Adjusted EBITDA
Solid Waste
Canada		$	1,547.4			$	(195.5	)		$	1,351.9			$	371.0
USA			3,581.2				(392.1	)			3,189.1				1,029.7
Solid Waste			5,128.6				(587.6	)			4,541.0				1,400.7
Environmental Services			1,208.1				(116.4	)			1,091.7				293.6
Corporate			—				—				—				(182.8	)
		$	6,336.7			$	(704.0	)		$	5,632.7			$	1,511.5

 

		Nine months ended September 30, 2022
		Gross Revenue				Intercompany Revenue				Revenue				Adjusted EBITDA
Solid Waste
Canada		$	1,422.4			$	(184.7	)		$	1,237.7			$	333.9
USA			3,121.9				(339.9	)			2,782.0				845.7
Solid Waste			4,544.3				(524.6	)			4,019.7				1,179.6
Environmental Services			990.3				(69.9	)			920.4				234.4
Corporate			—				—				—				(133.0	)
		$	5,534.6			$	(594.5	)		$	4,940.1			$	1,281.0

 

The following table presents GFL’s reconciliation of net income (loss) from continuing operations to Adjusted EBITDA for the periods indicated:

 

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Net income (loss) from continuing operations		$	18.3			$	(183.7	)		$	94.3			$	35.9
Add:
Depreciation of property and equipment			242.3				264.0				719.9				732.1
Amortization of intangible assets			106.9				124.2				379.7				382.1
Interest and other finance costs			137.2				136.2				466.7				340.7
Income tax (recovery) expense			(18.0	)			(75.8	)			178.8				(145.5	)
Loss (gain) on foreign exchange			46.9				195.3				(4.6	)			249.3
Gain on sale of property and equipment			(6.7	)			(5.7	)			(13.1	)			(10.1	)
Mark-to-market (gain) loss on Purchase Contracts			—				(10.3	)			104.3				(391.4	)
Share of net (income) loss of investments accounted for using the equity method			(34.0	)			(9.2	)			48.9				(14.5	)
Share-based payments			26.5				13.4				56.7				38.2
Loss (gain) on divestiture			—				1.6				(580.5	)			(4.9	)
Transaction costs			22.3				13.6				63.9				36.9
Acquisition, rebranding and other integration costs			3.8				6.3				14.0				19.7
Other			(15.2	)			3.4				(17.5	)			12.5
Adjusted EBITDA		$	530.3			$	473.3			$	1,511.5			$	1,281.0

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

Goodwill and indefinite life intangible assets by operating segment

 

The carrying amount of goodwill and indefinite life intangible assets allocated to the operating segments is as follows:

 

		September 30, 2023				December 31, 2022
Solid Waste
Canada		$	2,092.4			$	2,079.6
USA			5,676.2				6,046.2
Environmental Services			962.8				896.3
		$	8,731.4			$	9,022.1

 

13.

SHAREHOLDER'S CAPITAL

 

Authorized capital

 

GFL’s authorized share capital consists of (i) an unlimited number of subordinate voting shares, (ii) an unlimited number of multiple voting shares, (iii) an unlimited number of preferred shares, issuable in series, (iv) 28,571,428 Series A perpetual convertible preferred shares (the “Series A Preferred Shares”) and (v) 8,196,721 Series B perpetual convertible preferred shares (the “Series B Preferred Shares”). The Series A Preferred Shares and Series B Preferred Shares are collectively referred to as the “Preferred Shares”.

 

Normal course issuer bid

 

On May 10, 2023, the Toronto Stock Exchange accepted GFL’s notice of intention to renew its normal course issuer bid (“NCIB”) during the twelve-month period commencing on May 12, 2023 and ending May 11, 2024. Under the NCIB, a maximum of 17,867,120 subordinate voting shares may be repurchased by GFL. GFL’s previous NCIB, which expired on May 11, 2023, authorized the purchase of up to 16,510,694 subordinate voting shares. All subordinate voting shares repurchased by GFL under the NCIB will be cancelled. During the three and nine months ended September 30, 2023 and September 30, 2022, GFL did not repurchase any subordinate voting shares under the NCIB.

 

Share issuances and cancellations

 

The following table presents GFL’s share capital for the periods indicated:

 

		Subordinate voting shares				Multiple voting shares				Preferred shares				Total
Balance, December 31, 2022			331,629,917				11,812,964				36,768,149				380,211,030
Converted from RSUs			875,897				—				—				875,897
Converted from TEUs			25,666,465				—				—				25,666,465
Cancelled during the year			(260	)			—				—				(260	)
Balance, September 30, 2023			358,172,019				11,812,964				36,768,149				406,753,132

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

Share options, restricted share units (“RSUs”), and deferred share units (“DSUs”)

 

Share options

 

Changes in the number of share options held by officers and employees with their average exercise price per option are summarized below:

 

		Options				Weighted average exercise price (US$)
Share options outstanding, December 31, 2022			22,128,582			$	32.59
Granted			150,000				33.00
Share options outstanding, September 30, 2023			22,278,582			$	32.59
Vested share options, September 30, 2023			8,229,297			$	28.93

 

For the three and nine months ended September 30, 2023, there were no options exercised, cancelled, expired or forfeited.

 

On August 16, 2023, 150,000 options were granted. The options vest on August 16, 2026 and will expire on August 16, 2033. The total grant date fair value of the issued options is US$1.5 million, calculated using a Black-Scholes option valuation model to determine the total fair value of the issued options on the grant date.

 

For the three and nine months ended September 30, 2023, the total compensation expense related to share options amounted to $4.2 million and $14.3 million ($5.1 million and $15.8 million for the three and nine months ended September 30, 2022).

 

RSUs and DSUs

 

The following table presents GFL’s summary of the RSUs and DSUs for the periods indicated:

 

		RSUs				Grant date fair value (US$)				DSUs				Grant date fair value (US$)
Outstanding, December 31, 2022			1,906,769			$	28.10				60,960			$	28.50
Granted			2,093,490				31.92				20,466				33.96
Settled			(873,903	)			26.84				—				—
Forfeited			(80,046	)			29.66				—				—
Cancelled			(16,881	)			30.25				—				—
Outstanding, September 30, 2023			3,029,429			$	31.05				81,426			$	29.87
Expected to vest, September 30, 2023			2,838,753			$	30.99				81,426			$	29.87

 

For the three and nine months ended September 30, 2023, the total compensation expense related to RSUs amounted to $22.0 million and $41.5 million ($8.0 million and $21.6 million for the three and nine months ended September 30, 2022).

 

For the three and nine months ended September 30, 2023, the total compensation expense related to DSUs amounted to $0.3 million and $0.9 million ($0.3 million and $0.8 million for the three and nine months ended September 30, 2022).

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

14.

SUPPLEMENTAL CASH FLOW INFORMATION

 

The following table presents net change in non-cash working capital of GFL for the periods indicated:

 

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Effects of changes in
Accounts payable and accrued liabilities		$	46.0			$	65.4			$	(40.5	)		$	165.1
Trade and other receivables, net			(36.9	)			(111.5	)			(50.3	)			(329.9	)
Prepaid expenses and other assets			3.8				5.3				(78.8	)			(36.4	)
Changes in non-cash working capital items		$	12.9			$	(40.8	)		$	(169.6	)		$	(201.2	)

 

15.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

GFL’s financial instruments consist of cash, trade accounts receivable, trade accounts payable, long-term debt, including related hedging instruments, and, prior to the automatic conversion on March 15, 2023, the TEUs.

 

Fair value measurement

 

The carrying value of GFL’s financial assets approximate their fair values. The carrying value of GFL’s financial liabilities approximate their fair values with the exception of GFL’s outstanding U.S. dollar secured and unsecured notes (the “Notes”) and prior to maturity on March 15, 2023, the Amortizing Notes. The fair value hierarchy for these instruments are as follows for the periods indicated:

 

		September 30, 2023
		Carrying Value				Fair Value				Level 1				Level 2				Level 3
Notes		$	6,148.2			$	5,557.4			$	—			$	5,557.4			$	—

 

		December 31, 2022
		Carrying Value				Fair Value				Level 1				Level 2				Level 3
Notes		$	6,157.0			$	5,568.6			$	—			$	5,568.6			$	—
Amortizing Notes			15.5				15.5				15.5				—				—

 

GFL uses a discounted cash flow model incorporating observable market data, such as foreign currency forward rates, to estimate the fair value of its Notes. Certain leases, other loans and amounts due to related parties do not bear interest or bear interest at an amount that is not stated at fair value.

 

Net derivative instruments are recorded at fair value and classified within Level 2. Prior to the automatic conversion on March 15, 2023, Purchase Contracts were recorded at fair value and classified within Level 1.

 

Financial risk management objectives

 

On March 29, 2023, GFL terminated the cross currency swap relating to the Term Loan B Facility. For the three and nine months ended September 30, 2023 there were no other changes to the financial risk management policies disclosed in the Annual Financial Statements.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

16.

COMMITMENTS

 

Letters of credit

 

As at September 30, 2023, GFL had letters of credit totaling approximately $244.9 million outstanding ($233.0 million as at December 31, 2022), which are not recognized in the Interim Financial Statements. Interest expense in connection with these letters of credit was $1.3 million and $3.9 million for the three and nine months ended September 30, 2023 ($1.2 million and $3.5 million for the three and nine months ended September 30, 2022).

 

Performance bonds

 

As at September 30, 2023, GFL had issued performance bonds totaling $1,641.5 million ($1,560.7 million as at December 31, 2022).

 

17.

RELATED PARTY TRANSACTIONS

 

After the final payment of the semi-annual instalment of $3.5 million, the remaining principal outstanding on the note payable to Josaud Holdings Inc. (an entity controlled by Patrick Dovigi) was $nil as at September 30, 2023 ($3.5 million as at December 31, 2022).

 

After the payment of the semi-annual instalment of $2.9 million, the remaining principal outstanding on the note payable to Sejosa Holdings Inc. (an entity controlled by Patrick Dovigi) was $8.7 million as at September 30, 2023 ($14.5 million as at December 31, 2022).

 

For the three and nine months ended September 30, 2023, GFL paid $2.4 million and $6.4 million ($1.6 million and $4.0 million for the three and nine months ended September 30, 2022) in aggregate lease payments to related parties.

 

For the three and nine months ended September 30, 2023, GFL entered into transactions with Green Infrastructure Partners Inc. (“GIP”) which resulted in revenue of $6.3 million and $18.3 million ($10.2 million and $13.9 million for the three and nine months ended September 30, 2022) and net receivables of $12.8 million as at September 30, 2023 (net payables of $3.8 million as at December 31, 2022).

 

18.	DIVESTITURES

 

During the nine months ended September 30, 2023, GFL divested three non-core U.S. Solid Waste businesses for aggregate proceeds of $1,645.9 million, and a resulting gain on divestiture of $575.0 million.

 

The three non-core U.S. Solid Waste businesses, which were included within GFL’s Solid Waste USA segment, did not meet the criteria to be classified as discontinued operations as they do not represent a major line of business or geographical area of operations.

 

 

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

 

19.	DISCONTINUED OPERATIONS

 

On April 25, 2022, GFL announced the completion of the divestiture of GFL’s Infrastructure services division (“GFL Infrastructure”) for cash consideration of $224.0 million and an approximate 45% non-controlling equity interest in GIP, an entity that is controlled by funds managed by HPS Investment Partners Inc. through a majority equity interest. An affiliate controlled by Patrick Dovigi holds a minority equity interest in GIP.

 

The results of GFL Infrastructure are presented as a single amount on the statement of operations and comprehensive income. The post-tax results of the discontinued operations for the periods indicated are as follows:

 

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Revenue		$	—			$	—			$	—			$	96.8
Expenses			—				—				—				98.4
Loss before income taxes			—				—				—				(1.6	)
Income tax recovery			—				—				—				(1.8	)
Net income			—				—				—				0.2
Impairment			—				—				—				(128.1	)
Net loss and comprehensive loss from discontinued operations		$	—			$	—			$	—			$	(127.9	)

 

Cash flow information for GFL Infrastructure is as follows:

 

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Operating cash flows from discontinued operations		$	—			$	—			$	—			$	(35.4	)
Investing cash flows from discontinued operations			—				—				—				(7.2	)
Financing cash flows from discontinued operations			—				—				—				(1.0	)
Decrease in cash from discontinued operations		$	—			$	—			$	—			$	(43.6	)

 

 

Exhibit 99.2

 

GFL ENVIRONMENTAL INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

For the three and nine months ended September 30, 2023

 

The following Management’s Discussion and Analysis (“MD&A”) for GFL Environmental Inc. (“us,” “we,” “our,” “GFL” or the “Company”) is dated November 3, 2023 and provides information concerning our results of operations and financial condition for the three and nine months ended September 30, 2023. You should read this MD&A together with our unaudited interim condensed consolidated financial statements and the related notes for the three and nine months ended September 30, 2023 (the “Interim Financial Statements”), our annual audited consolidated financial statements for the year ended December 31, 2022 (the “Annual Financial Statements”), and our MD&A for the year ended December 31, 2022 (the “Annual MD&A”).

 

1.

Company Overview

 

GFL is the fourth largest diversified environmental services company in North America, with operations throughout Canada and in more than half of the U.S. states. GFL had more than 20,000 employees as of September 30, 2023.

 

GFL was formed on March 5, 2020 under the laws of the Province of Ontario. Our subordinate voting shares trade on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the symbol “GFL”. In connection with our initial public offering, we issued 6.00% tangible equity units (each a “TEU”), with each TEU being comprised of a senior amortizing note (each, an “Amortizing Note”) and a stock purchase contract (each, a “Purchase Contract”). On March 15, 2023, we made the final payment related to the Amortizing Notes and the remaining outstanding Purchase Contracts were automatically converted into subordinate voting shares at a rate of 2.1940 subordinate voting shares per Purchase Contract.

 

Forward-Looking Information

 

This MD&A, including, in particular, the sections below entitled “Summary of Factors Affecting Performance” and “Liquidity and Capital Resources”, contains 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, may relate to anticipated events or results and may include statements regarding our objectives, plans, goals, strategies, outlook, results of operations, financial and operating performance, prospects and opportunities. 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 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 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 contained in this MD&A is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct.

 

 

Factors that could cause actual results to differ from those projected include, but are not limited to, those listed below and in the section entitled “Risk Factors” included in the Company’s annual information form for the year ended December 31, 2022 (the “AIF”). There may be additional risks of which we are not currently aware or that we currently believe are immaterial which could have an adverse impact on our business. We make no commitment to revise or update any forward-looking information in order to reflect events or circumstances that may change, except where we are expressly required to do so by law.

 

Forward-looking information is subject to a number of known and unknown risks, uncertainties, assumptions and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Factors that could cause actual results to differ from those projected include, but are not limited to, the following, and the risk factors described in greater detail under the section entitled “Risk Factors” in the AIF: our ability to build our market share; our ability to continue to grow our revenue and improve operating margins; our ability to retain key personnel; our ability to maintain and expand geographic scope; our ability to maintain good relationships with our customers; our ability to execute on our expansion plans; our ability to execute on additional acquisition opportunities and successfully integrate acquired businesses; adverse effects of acquisitions on our operations; potential liabilities from past and future acquisitions; dependence on the integration and success of acquired businesses; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; our ability to implement price increases or offset increasing costs; currency exchange and interest rates; the impact of competition; the changes and trends in our industry or the global economy; the changes in laws, rules, regulations, and global standards; our ability to respond to changing customer and legal requirements with respect to sustainable solutions or other matters; our potential liability, if any, in connection with environmental matters; governmental regulation, changes thereto and risks associated with failure to comply; loss of municipal and other contracts; potential inability to renew or obtain new permits, approvals and agreements, and the cost of operation and/or future construction of existing facilities; our dependence on third party landfills, material recovery facilities (“MRF”), liquid waste processing facilities and transfer stations; our access to equity or debt capital markets is not assured; increases in labour, disposal, and related transportation costs; fuel supply and fuel price fluctuations; we require sufficient cash flow to reinvest in our business; our potential inability to obtain performance or surety bonds, letters of credit, other financial assurances or insurance; operational, health, safety and environmental risks; natural disasters, weather conditions and seasonality; economic downturn may adversely impact our operating results and cause exposure to credit risk; increasing dependence on technology and risk of technology failure; cybersecurity incidents or issues; damage to our reputation or our brand; increases in insurance costs; climate change regulations that could increase our costs to operate; risks associated with failing to comply with U.S., Canadian or foreign anti-bribery or anti-corruption laws or regulations; landfill site closure and post-closure costs and contamination-related costs; increasing efforts by provinces, states and municipalities to reduce landfill disposal; litigation or regulatory or activist action; and public health outbreaks, epidemics or pandemics, such as the COVID-19 pandemic.

 

Basis of Presentation

 

Our Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, within the framework of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Unless the context indicates otherwise, references in this MD&A to “GFL”, the “Company”, “we”, “us” and “our” mean GFL and its consolidated subsidiaries.

 

This MD&A is presented in millions of Canadian dollars unless otherwise indicated.

 

 

Summary of Factors Affecting Performance

 

We believe that our performance and future success depend on a number of factors that present significant opportunities for us. These factors are also subject to a number of inherent risks and challenges discussed elsewhere in this MD&A and in the AIF.

 

Our results for the three and nine months ended September 30, 2023 were impacted by acquisitions, divestitures, as well as organic growth during the period as a result, in part, from the pricing strategies that we implemented and changes in volume, partially offset by the impact of inflationary pressures and certain labour and supply chain constraints that continue to persist, including most notably, maintenance and repair costs. Our ability to leverage our scalable network to drive operational cost efficiencies also impacted our performance for the period. Our results are influenced by seasonality and tend to be lower in the first quarter of the year, primarily due to winter weather conditions which are pronounced in Canada, and higher in the second and third quarters of the year, due to the higher volume of waste generated during the summer months in many of our solid waste markets.

 

We intend to continue to grow our business and generate improvements in our financial performance by expanding our service offerings into new geographic markets and extending our geographic footprint to increase regional density across our business lines, thereby increasing margins. Our success in achieving these goals is dependent on our ability to execute on our three-pronged strategy of (i) continuing to generate strong, stable organic revenue growth, (ii) successfully executing strategic, accretive acquisitions and (iii) continuing to drive operating cost efficiencies across our platform.

 

In the second quarter of 2023, we divested three non-core U.S. Solid Waste businesses for aggregate gross proceeds of $1,645.9 million, the net proceeds of which were used to repay a portion of our U.S. senior secured term loan facility. The three divested U.S. Solid Waste businesses, the results of which are included within our Solid Waste USA segment for the three and nine months ended September 30, 2022 and for the first six months of the current period, did not meet the criteria to be classified as discontinued operations as they do not represent a major line of business or geographical area of operations.

 

Strong, Stable Organic Revenue Growth

 

Our ability to generate strong, stable organic revenue growth across macroeconomic cycles depends on our ability to increase the breadth and depth of services that we provide to our existing customers, realize on cross-selling opportunities between our complementary service capabilities, obtain price and surcharge increases, win new contracts, realize renewals or extensions of existing contracts and expand into new or adjacent markets. We believe that executing on this strategy will continue to drive our organic revenue growth and free cash flow generation.

 

Our business is well-diversified across business lines, geographies and customers. We believe that our continued success depends on our ability to further enhance and leverage this diversification, a key component of which is our ability to offer our customers a comprehensive service offering across our business lines backed by an extensive geography across Canada and the United States. The majority of the revenue we generate in our solid waste business is derived from secondary markets, with revenue derived from major metropolitan centres representing the majority of our residential solid waste revenue.

 

We also believe we are well positioned to respond to changing customer needs and regulatory demands in order to maintain our success. This includes being able to respond to legal requirements and customer demands to divert waste away from landfill disposal by continuing to expand our ability to collect and process multiple streams of material.

 

Our diversified business model also complements our acquisition strategy. Multiple business lines allow us to source acquisitions from a broader pool of potential targets. Maintaining a diversified model is therefore critical to capitalizing on accretive acquisition opportunities and helping to reduce execution and business risk inherent in single-market and single-service offering strategies.

 

 

Executing Strategic, Accretive Acquisitions

 

Our ability to identify, execute and integrate accretive acquisitions is a key driver of our growth. Given the significant fragmentation that exists in the North American environmental services industry, our growth and success depend on our ability to realize on consolidation opportunities in our business lines.

 

Since 2007, we have completed over 240 acquisitions across our lines of business. We focus on selectively acquiring premier independent regional operators to create platforms in new markets, followed by tuck-in acquisitions to help increase density and scale. Integration of these acquisitions with our existing platform is a key factor to our success, along with continuing to identify and act upon these attractive consolidation opportunities.

 

In addition, successful execution of acquisitions opens new markets to us, provides us with new opportunities to realize cross-selling opportunities and drives procurement and cost synergies across our operations.

 

Driving Operating Cost Efficiencies

 

We provide our services through a strategically-located network of facilities in Canada and in the United States. In each of our geographic markets, our strong competitive position is supported by and depends on the significant capital investment required to replicate our network infrastructure and asset base, as well as by stringent permitting and regulatory compliance requirements. Our continued success also depends on our ability to leverage our scalable network to attract and retain customers across service lines, realize operational efficiencies and extract procurement and cost synergies.

 

It is also key that we continue to leverage our scalable capabilities to drive operating margin expansion and realize cost synergies. This includes using the capacity of our existing facilities, technology processes and people to support future growth and provide economies of scale, as well as increasing route density and servicing new contract wins with our existing network of assets and fleet to enhance the profitability of each of our business lines.

 

Our success also depends on our ability to continue to make strategic investments in our business, including substantial capital investments in our facilities, technology processes and administrative capabilities to support our future growth. Our ability to improve our operating margins and our selling, general and administrative expense margins by maintaining strong discipline in our cost structure and regularly reviewing our practices to manage expenses and increase efficiency will also impact our operating results.

 

 

2. Operating Results

 

Analysis of results for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022

 

The following tables summarize certain operating results from continuing operations and other financial data for the periods indicated, which have been derived from our Interim Financial Statements and related notes:

 

		Three months ended				Three months ended				Change
($ millions except per share amounts)		September 30, 2023				September 30, 2022				$				%
Revenue		$	1,890.0			$	1,831.2			$	58.8				3.2	%
Expenses
Cost of sales			1,526.8				1,591.9				(65.1	)			(4.1	)
Selling, general and administrative expenses			234.7				187.5				47.2				25.2
Interest and other finance costs			137.2				136.2				1.0				0.7
Loss on divestiture			—				1.6				(1.6	)			(100.0	)
Other expenses			25.0				182.7				(157.7	)			(86.3	)
Share of net income of investments accounted for using the equity method			(34.0	)			(9.2	)			(24.8	)			(269.6	)
Earnings (loss) before income taxes			0.3				(259.5	)			259.8				100.1
Income tax recovery			(18.0	)			(75.8	)			57.8				76.3
Net income (loss)			18.3				(183.7	)			202.0				110.0
Less: Net loss attributable to non-controlling interests			(3.8	)			(0.2	)			(3.6	)			(1800.0	)
Net income (loss) attributable to GFL Environmental Inc.			22.1				(183.5	)			205.6				112.0
Loss per share, basic and diluted ($)			—				(0.55	)			0.55				100.0
Adjusted EBITDA(1)		$	530.3			$	473.3			$	57.0				12.0	%

 

 

		Nine months ended				Nine months ended				Change
($ millions except per share amounts)		September 30, 2023				September 30, 2022				$				%
Revenue		$	5,632.7			$	4,940.1			$	692.6				14.0	%
Expenses
Cost of sales			4,672.0				4,339.5				332.5				7.7
Selling, general and administrative expenses			683.4				528.6				154.8				29.3
Interest and other finance costs			466.7				340.7				126.0				37.0
Gain on divestiture			(580.5	)			(4.9	)			(575.6	)			(11746.9	)
Other expenses (income)			69.1				(139.7	)			208.8				149.5
Share of net loss (income) of investments accounted for using the equity method			48.9				(14.5	)			63.4				437.2
Earnings (loss) before income taxes			273.1				(109.6	)			382.7				349.2
Income tax expense (recovery)			178.8				(145.5	)			324.3				222.9
Net income from continuing operations			94.3				35.9				58.4				162.7
Net loss from discontinued operations			—				(127.9	)			127.9				100.0
Net income (loss)			94.3				(92.0	)			186.3				202.5
Less: Net loss attributable to non-controlling interests			(3.3	)			(0.2	)			(3.1	)			(1550.0	)
Net income (loss) attributable to GFL Environmental Inc.			97.6				(91.8	)			189.4				206.3
Earnings (loss) per share, basic and diluted ($)			0.08				(0.42	)			0.50				119.0
Adjusted EBITDA(1)		$	1,511.5			$	1,281.0			$	230.5				18.0	%

 

		September 30, 2023				December 31, 2022				Change
Total assets		$	19,890.4			$	19,767.6			$	122.8
Total cash			174.2				82.1				92.1
Total long-term debt			8,848.9				9,266.8				(417.9	)
Total liabilities			12,377.2				13,723.5				(1,346.3	)
Total shareholders’ equity		$	7,513.2			$	6,044.1			$	1,469.1

 

(1)

Adjusted EBITDA is a non-IFRS measure. Refer to the section entitled “Non-IFRS Financial Measures and Key Performance Indicators”.

 

 

Revenue

 

The following tables summarize revenue by service type for the periods indicated:

 

		Three months ended September 30, 2023								Three months ended September 30, 2022								Change
($ millions)		Revenue				%				Revenue				%				$				%
Residential		$	367.2				19.4	%		$	387.8				21.2	%		$	(20.6	)			(5.3	)%
Commercial/industrial			713.7				37.8				657.5				35.9				56.2				8.5
Total collection			1,080.9				57.2				1,045.3				57.1				35.6				3.4
Landfill			244.3				12.9				229.3				12.5				15.0				6.5
Transfer			194.3				10.3				178.7				9.8				15.6				8.7
Material recovery			76.5				4.0				85.0				4.6				(8.5	)			(10.0	)
Other			107.7				5.7				120.0				6.6				(12.3	)			(10.3	)
Solid Waste			1,703.7				90.1				1,658.3				90.6				45.4				2.7
Environmental Services			431.1				22.8				390.9				21.3				40.2				10.3
Intercompany revenue			(244.8	)			(12.9	)			(218.0	)			(11.9	)			(26.8	)			12.3
Revenue		$	1,890.0				100.0	%		$	1,831.2				100.0	%		$	58.8				3.2	%

 

		Nine months ended September 30, 2023								Nine months ended September 30, 2022								Change
($ millions)		Revenue				%				Revenue				%				$				%
Residential		$	1,160.2				20.6	%		$	1,087.5				22.0	%		$	72.7				6.7	%
Commercial/industrial			2,162.0				38.4				1,781.8				36.1				380.2				21.3
Total collection			3,322.2				59.0				2,869.3				58.1				452.9				15.8
Landfill			695.9				12.4				614.6				12.4				81.3				13.2
Transfer			561.6				10.0				495.6				10.0				66.0				13.3
Material recovery			242.5				4.3				268.1				5.4				(25.6	)			(9.5	)
Other			306.4				5.4				296.7				6.1				9.7				3.3
Solid Waste			5,128.6				91.1				4,544.3				92.0				584.3				12.9
Environmental Services			1,208.1				21.4				990.3				20.0				217.8				22.0
Intercompany revenue			(704.0	)			(12.5	)			(594.5	)			(12.0	)			(109.5	)			18.4
Revenue		$	5,632.7				100.0	%		$	4,940.1				100.0	%		$	692.6				14.0	%

 

On a consolidated basis, revenue for the three months ended September 30, 2023 increased by $58.8 million to $1,890.0 million, compared to the three months ended September 30, 2022. The change in revenue was impacted by divestitures that contributed $117.0 million of revenue in the prior year period. Excluding the impact of divestitures, revenue increased by $175.8 million. The increase is partially attributable to the impact of acquisitions completed since July 1, 2022, which accounted for approximately $93.2 million, the majority of which were in our Solid Waste segment. Changes in foreign exchange rates increased revenue by $29.1 million. Highlights of the changes in revenue during the three months ended September 30, 2023, excluding the impact of acquisitions and divestitures, include:

 

•

Solid Waste revenue increased by 4.2%, predominantly due to core pricing of 8.8%, partially offset by negative surcharges of 1.6%. Also offsetting this increase was negative volume of 2.4%, attributable to lower event driven volume across our post collection operations, non-regrettable volume losses in our collection businesses and the purposeful exiting of non-core service offerings in certain Canadian markets. Lower commodity prices also negatively contributed 0.6%. Changes in foreign exchange rates increased revenue by 1.9%.

 

 

•

Environmental Services revenue decreased by 1.9%. The change was impacted by $30.0 million of revenue contributed from an outsized amount of sub-contracting work in the prior year period. Excluding this impact, revenue increased by 6.9%. The increase is predominantly due to higher industrial collection and processing activity at our facilities and an increased level of emergency response activity, partially offset by lower soil volumes processed at our facilities. Changes in foreign exchange rates increased revenue by 0.5%.

 

On a consolidated basis, revenue for the nine months ended September 30, 2023 increased by $692.6 million to $5,632.7 million, compared to the nine months ended September 30, 2022. The change in revenue was impacted by divestitures that contributed $157.2 million of revenue in the prior year period. Excluding the impact of divestitures, revenue increased by $849.8 million. The increase is partially attributable to the impact of acquisitions completed since January 1, 2022, which accounted for approximately $341.6 million of the increase, the majority of which were in our Solid Waste segment. Changes in foreign exchange rates increased revenue by $150.3 million. Highlights of the changes in revenue during the nine months ended September 30, 2023, excluding the impact of acquisitions and divestitures, include:

 

•

Solid Waste revenue increased by 6.8%, including 10.5% from core pricing, partially offset by negative surcharges of 0.8%. Also offsetting this increase was negative volume of 1.9%, attributable to lower event driven volume across our post collection operations, non-regrettable volume losses in our collection business and the purposeful exiting of non-core service offerings in certain Canadian markets. Lower commodity prices also negatively contributed 1.0%. Changes in foreign exchange rates increased revenue by 3.5%.

 

•

Environmental Services revenue increased by 9.2%. The change was impacted by $30.0 million of revenue contributed from an outsized amount of sub-contracting work in the prior year period. Excluding this impact, revenue increased by 12.9%. The increase is predominantly due to higher industrial collection and processing activity at our facilities and an increased level of emergency response activity, partially offset by lower soil volumes processed at our facilities. Changes in foreign exchange rates increased revenue by 1.0%.

 

Cost of Sales

 

The following tables summarize cost of sales for the periods indicated:

 

		Three months ended September 30, 2023								Three months ended September 30, 2022								Change
($ millions)		Cost				% of Revenue				Cost				% of Revenue				$				%
Transfer and disposal costs		$	345.2				18.3	%		$	381.5				20.8	%		$	(36.3	)			(9.5	)%
Labour and benefits			422.9				22.4				407.0				22.2				15.9				3.9
Maintenance and repairs			182.3				9.6				179.8				9.8				2.5				1.4
Fuel			92.2				4.9				107.7				5.9				(15.5	)			(14.4	)
Other cost of sales			137.4				7.3				128.5				7.1				8.9				6.9
Subtotal			1,180.0				62.5				1,204.5				65.8				(24.5	)			(2.0	)
Depreciation expense			236.1				12.5				256.9				14.0				(20.8	)			(8.1	)
Amortization of intangible assets			106.9				5.6				124.2				6.8				(17.3	)			(13.9	)
Acquisition, rebranding and other integration costs			3.8				0.2				6.3				0.3				(2.5	)			(39.7	)
Cost of sales		$	1,526.8				80.8	%		$	1,591.9				86.9	%		$	(65.1	)			(4.1	)%

 

 

		Nine months ended September 30, 2023								Nine months ended September 30, 2022								Change
($ millions)		Cost				% of Revenue				Cost				% of Revenue				$				%
Transfer and disposal costs		$	1,049.4				18.6	%		$	980.4				19.8	%		$	69.0				7.0	%
Labour and benefits			1,275.0				22.6				1,122.3				22.7				152.7				13.6
Maintenance and repairs			554.1				9.8				478.1				9.7				76.0				15.9
Fuel			280.5				5.0				294.7				6.0				(14.2	)			(4.8	)
Other cost of sales			419.1				7.5				352.5				7.1				66.6				18.9
Subtotal			3,578.1				63.5				3,228.0				65.3				350.1				10.8
Depreciation expense			700.2				12.4				709.7				14.4				(9.5	)			(1.3	)
Amortization of intangible assets			379.7				6.7				382.1				7.7				(2.4	)			(0.6	)
Acquisition, rebranding and other integration costs			14.0				0.3				19.7				0.4				(5.7	)			(28.9	)
Cost of sales		$	4,672.0				82.9	%		$	4,339.5				87.8	%		$	332.5				7.7	%

 

Cost of sales decreased by $65.1 million to $1,526.8 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, primarily as a result of the impact of divestitures more than offsetting cost increases. For the three months ended September 30, 2023, increased labour cost pressure from tight labour markets drove up wage rates, training costs and overtime. Labour cost pressure also increased our transfer and disposal costs, driven by inflationary cost increases from third party haulers, and our maintenance and repair costs, as technician labour shortages drove higher overtime and reliance on higher cost third party repair facilities and technicians. Maintenance and repair costs also increased as a result of additional fleet and container maintenance driven by delays in receiving new trucks and equipment due to supply chain constraints. Fuel costs decreased by $15.5 million to $92.2 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022, primarily as a result of a reduction in the price of fuel. An increase in risk management costs, particularly accident claim costs, also contributed to the increase in other cost of sales. Cost of sales as a percentage of revenue for the three months ended September 30, 2023 decreased by 610 basis points to 80.8%, compared to the three months ended September 30, 2022. Changes in the individual cost categories as a percentage of revenue were the result of the impact of changes in business mix, our pricing strategies, the realization of ongoing operating cost efficiencies and the reduction in the price of fuel, offset by inflationary cost pressures. Excluding depreciation expense, amortization of intangible assets and acquisition, rebranding and other integration costs, cost of sales as a percentage of total revenue for the three months ended September 30, 2023 decreased by 330 basis points to 62.5%, compared to the three months ended September 30, 2022.

 

Cost of sales increased by $332.5 million to $4,672.0 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, partially attributable to the impact of acquisitions offset by divestitures. For the nine months ended September 30, 2023, increased labour cost as a result of pressure from tight labour markets drove up wage rates, training costs and overtime. Labour cost pressure increased our transfer and disposal costs, driven by inflationary cost increases from third party haulers, and our maintenance and repair costs, as technician labour shortages drove higher overtime and reliance on higher cost third party repair facilities and technicians. Maintenance and repair costs also increased as a result of additional fleet and container maintenance driven by delays in receiving new trucks and equipment due to supply chain constraints. Delays in receiving new trucks also increased equipment rental costs and contributed to the increase in other cost of sales. Fuel costs decreased by $14.2 million to $280.5 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily as a result of a reduction in the price of fuel. An increase in risk management costs, particularly accident claim costs, also contributed to the increase in other cost of sales. Cost of sales as a percentage of total revenue for the nine months ended September 30, 2023 decreased by 490 basis points to 82.9%, compared to the nine months ended September 30, 2022. Changes in the individual cost categories as a percentage of revenue were the result of the impact of changes in business mix, our pricing strategies, the realization of ongoing operating cost efficiencies and the reduction in the price of fuel, offset by inflationary cost pressures. Excluding depreciation expenses, amortization of intangible assets and acquisition rebranding and other integration costs, cost of sales as a percentage of total revenue for the nine months ended September 30, 2023 decreased by 180 basis points to 63.5%, compared to the nine months ended September 30, 2022.

 

 

Selling, General and Administrative Expenses (“SG&A”)

 

The following tables summarize SG&A for the periods indicated:

 

		Three months ended September 30, 2023								Three months ended September 30, 2022								Change
($ millions)		Cost				% of Revenue				Cost				% of Revenue				$				%
Salaries and benefits		$	110.2				5.8	%		$	90.9				5.0	%		$	19.3				21.2	%
Share-based payments			26.5				1.4				13.4				0.7				13.1				97.8
Other			69.5				3.7				62.5				3.4				7.0				11.2
Subtotal			206.2				10.9				166.8				9.1				39.4				23.6
Depreciation expense			6.2				0.3				7.1				0.4				(0.9	)			(12.7	)
Transaction costs			22.3				1.2				13.6				0.7				8.7				64.0
Selling, general and administrative expenses		$	234.7				12.4	%		$	187.5				10.2	%		$	47.2				25.2	%

 

		Nine months ended September 30, 2023								Nine months ended September 30, 2022								Change
($ millions)		Cost				% of Revenue				Cost				% of Revenue				$				%
Salaries and benefits		$	338.4				6.0	%		$	267.0				5.4	%		$	71.4				26.7	%
Share-based payments			56.7				1.0				38.2				0.8				18.5				48.4
Other			204.7				3.6				164.1				3.3				40.6				24.7
Subtotal			599.8				10.6				469.3				9.5				130.5				27.8
Depreciation expense			19.7				0.4				22.4				0.5				(2.7	)			(12.1	)
Transaction costs			63.9				1.1				36.9				0.7				27.0				73.2
Selling, general and administrative expenses		$	683.4				12.1	%		$	528.6				10.7	%		$	154.8				29.3	%

 

SG&A increased by $47.2 million to $234.7 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The increase was predominantly attributable to incremental salaries, benefits and other third party costs associated with information technology infrastructure investments, to facilitate moving from on-premise infrastructure to cloud-based infrastructure, and other costs related to the number and size of businesses acquired since July 1, 2022. The increase in transaction costs was predominantly associated with acquisitions. For the three months ended September 30, 2023, there was also an increase in discretionary costs such as travel expenses and share-based payments. SG&A as a percentage of revenue for the three months ended September 30, 2023 increased by 220 basis points to 12.4%, compared to the three months ended September 30, 2022. Excluding depreciation expense and transaction costs, SG&A as a percentage of revenue was 10.9% for the three months ended September 30, 2023, compared to 9.1% for the three months ended September 30, 2022.

 

SG&A increased by $154.8 million to $683.4 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The increase was predominantly attributable to incremental salaries, benefits and other third party costs associated with information technology infrastructure investments, to facilitate moving from on-premise infrastructure to cloud-based infrastructure, and other costs related to the number and size of businesses acquired since January 1, 2022. The increase in transaction costs was predominantly associated with acquisitions and divestitures. For the nine months ended September 30, 2023, there was also an increase in discretionary costs such as travel expenses and share-based payments. SG&A as a percentage of revenue for the nine months ended September 30, 2023 increased by 140 basis points to 12.1% compared to the nine months ended September 30, 2022. Excluding depreciation expense and transaction costs, SG&A as a percentage of revenue was 10.6% for the nine months ended September 30, 2023, compared to 9.5% for the nine months ended September 30, 2022.

 

 

Interest and Other Finance Costs

 

The following tables summarize interest and other finance costs for the periods indicated:

 

		Three months ended				Three months ended				Change
($ millions)		September 30, 2023				September 30, 2022				$				%
Interest		$	116.4			$	118.9			$	(2.5	)			(2.1	)%
Amortization of deferred financing costs			4.3				3.6				0.7				19.4
Accretion of landfill closure and post-closure obligations			8.9				5.9				3.0				50.8
Other finance costs			7.6				7.8				(0.2	)			(2.6	)
Interest and other finance costs		$	137.2			$	136.2			$	1.0				0.7	%

 

		Nine months ended				Nine months ended				Change
($ millions)		September 30, 2023				September 30, 2022				$				%
Interest		$	395.5			$	295.3			$	100.2				33.9	%
Termination of hedged arrangements			8.7				—				8.7				—
Amortization of deferred financing costs			13.6				10.1				3.5				34.7
Accretion of landfill closure and post-closure obligations			25.3				15.1				10.2				67.5
Other finance costs			23.6				20.2				3.4				16.8
Interest and other finance costs		$	466.7			$	340.7			$	126.0				37.0	%

 

Interest and other finance costs increased by $1.0 million to $137.2 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The increase is predominantly due to a $3.0 million increase in accretion of landfill closures and post-closure obligations. The increase was partially offset by a $2.5 million decrease in interest expense. Interest expense on debt obligations was lower as a result of lower usage on the Revolving Credit Facility (defined below) compared to the prior year period and the repayment of a portion of our U.S senior secured term loan facility with the proceeds from divestitures, offset by rising interest rates in Canada and the U.S. and higher long-term debt obligations on the Term Loan A Facility (defined below).

 

Interest and other finance costs increased by $126.0 million to $466.7 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The increase was predominantly due to an increase in interest expense of $100.2 million to $395.5 million as a result of rising interest rates in Canada and the U.S., increased long-term debt outstanding under the Term Loan A Facility and a non-recurring $8.7 million loss on extinguishment of hedged arrangements for the nine months ended September 30, 2023.

 

 

Other Income and Expenses

 

The following tables summarize other income and expenses for the periods indicated:

 

		Three months ended				Three months ended				Change
($ millions)		September 30, 2023				September 30, 2022				$				%
Loss on foreign exchange		$	46.9			$	195.3			$	(148.4	)			(76.0	)%
Mark-to-market gain on Purchase Contracts			—				(10.3	)			10.3				100.0
Gain on sale of property and equipment			(6.7	)			(5.7	)			(1.0	)			(17.5	)
Other			(15.2	)			3.4				(18.6	)			(547.1	)
Other expenses		$	25.0			$	182.7			$	(157.7	)			(86.3	)%

 

		Nine months ended				Nine months ended				Change
($ millions)		September 30, 2023				September 30, 2022				$				%
(Gain) loss on foreign exchange		$	(4.6	)		$	249.3			$	(253.9	)			(101.8	)%
Mark-to-market loss (gain) on Purchase Contracts			104.3				(391.4	)			495.7				126.6
Gain on sale of property and equipment			(13.1	)			(10.1	)			(3.0	)			(29.7	)
Other			(17.5	)			12.5				(30.0	)			(240.0	)
Other expenses (income)		$	69.1			$	(139.7	)		$	208.8				149.5	%

 

For the three months ended September 30, 2023, other expenses were $25.0 million, compared to $182.7 million for the three months ended September 30, 2022. This decrease was primarily due to a $148.4 million change in non-cash foreign exchange loss arising from the revaluation of TEUs and the unhedged portion of our U.S. dollar denominated debt to Canadian dollars based on the foreign exchange rate as at September 30, 2023. Partially offsetting this decrease was a $10.3 million non-cash change on the revaluation of the Purchase Contracts in the prior year.

 

For the nine months ended September 30, 2023, other expenses were $69.1 million, compared to other income of $139.7 million for the nine months ended September 30, 2022. The change was primarily due to a $495.7 million non-cash change on the revaluation of the Purchase Contracts. Partially offsetting this increase was a $253.9 million change in non-cash foreign exchange loss arising from the revaluation of TEUs and the unhedged portion of our U.S. dollar denominated debt to Canadian dollars based on the foreign exchange rate as at September 30, 2023.

 

Divestitures

 

During the nine months ended September 30, 2023, we completed divestitures of certain assets and operations in three non-core U.S. Solid Waste businesses for aggregate proceeds of $1,645.9 million, and a resulting gain on divestiture of $575.0 million.

 

The three non-core U.S. Solid Waste businesses, which are included within our Solid Waste USA segment, did not meet the criteria to be classified as discontinued operations as they do not represent a major line of business or geographical area of operations.

 

Income Tax Expense (Recovery)

 

Income tax recovery decreased by $57.8 million to $18.0 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The decrease was predominantly due to lower tax losses, partially attributable to a lower non-cash foreign exchange loss and the utilization of prior year net operating losses as a result of the divestitures.

 

 

Income tax expense increased by $324.3 million to $178.8 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The increase was predominantly due the gain on divestiture, partially offset by increased depreciation expense for the nine months ended September 30, 2023.

 

Our basis for recording deferred income tax assets for these losses is the availability of deferred income tax liabilities, which will offset these deferred income tax assets in the future.

 

3. Operating Segment Results

 

Our main lines of business are the transporting, managing and recycling of solid and liquid waste and soil remediation services. Our operating segments are: Solid Waste, which includes hauling, landfill, transfers and MRFs; and Environmental Services, which includes liquid waste management and soil remediation services.

 

The results for our operating segments are presented in accordance with the same criteria used for the internal report prepared for the chief operating decision maker (“CODM”) who is responsible for allocating the resources and assessing the performance of the operating segments. The CODM assesses the performance of the operating segments based on several factors, including revenue and Adjusted EBITDA.

 

Analysis of results for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022

 

The following tables present revenue and Adjusted EBITDA by operating segment for the periods indicated. Gross revenue is calculated based on revenue before intercompany eliminations.

 

		Three months ended September 30, 2023
		Gross Revenue				Intercompany Revenue				Revenue				Adjusted EBITDA(1)
Solid Waste
Canada		$	543.4			$	(69.8	)		$	473.6			$	133.7
USA			1,160.3				(131.4	)			1,028.9				338.1
Solid Waste			1,703.7				(201.2	)			1,502.5				471.8
Environmental Services			431.1				(43.6	)			387.5				119.9
Corporate			—				—				—				(61.4	)
		$	2,134.8			$	(244.8	)		$	1,890.0			$	530.3

 

		Three months ended September 30, 2022
		Gross Revenue				Intercompany Revenue				Revenue				Adjusted EBITDA(1)
Solid Waste
Canada		$	516.3			$	(69.0	)		$	447.3			$	122.4
USA			1,142.0				(122.5	)			1,019.5				300.8
Solid Waste			1,658.3				(191.5	)			1,466.8				423.2
Environmental Services			390.9				(26.5	)			364.4				96.5
Corporate			—				—				—				(46.4	)
		$	2,049.2			$	(218.0	)		$	1,831.2			$	473.3

 

(1)

Adjusted EBITDA is a non-IFRS measure. Refer to the section entitled “Non-IFRS Financial Measures and Key Performance Indicators”.

 

 

		Nine months ended September 30, 2023
		Gross Revenue				Intercompany Revenue				Revenue				Adjusted EBITDA(1)
Solid Waste
Canada		$	1,547.4			$	(195.5	)		$	1,351.9			$	371.0
USA			3,581.2				(392.1	)			3,189.1				1,029.7
Solid Waste			5,128.6				(587.6	)			4,541.0				1,400.7
Environmental Services			1,208.1				(116.4	)			1,091.7				293.6
Corporate			—				—				—				(182.8	)
		$	6,336.7			$	(704.0	)		$	5,632.7			$	1,511.5

 

		Nine months ended September 30, 2022
		Gross Revenue				Intercompany Revenue				Revenue				Adjusted EBITDA(1)
Solid Waste
Canada		$	1,422.4			$	(184.7	)		$	1,237.7			$	333.9
USA			3,121.9				(339.9	)			2,782.0				845.7
Solid Waste			4,544.3				(524.6	)			4,019.7				1,179.6
Environmental Services			990.3				(69.9	)			920.4				234.4
Corporate			—				—				—				(133.0	)
		$	5,534.6			$	(594.5	)		$	4,940.1			$	1,281.0

 

(1)

Adjusted EBITDA is a non-IFRS measure. Refer to the section entitled “Non-IFRS Financial Measures and Key Performance Indicators”.

 

Solid Waste — Canada Operating Segment

 

Revenue increased by $26.3 million to $473.6 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The increase was due to acquisitions completed since July 1, 2022, net of divestitures, which contributed approximately $5.3 million of revenue, and $33.1 million from price increases. Price increases were higher than the three months ended September 30, 2022, as a result of the continued execution of our pricing strategies and strong consumer price index (“CPI”) adjustments on certain municipal contracts. The increase was partially offset by $8.0 million from lower surcharges and lower selling prices for the saleable commodities generated from our MRF operations. Volume decreased revenue by $3.5 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, predominantly from lower event driven volumes in our post collection businesses, non-regrettable volume losses in our collection businesses as well as the impact of the purposeful exiting of non-core service offerings.

 

Revenue increased by $114.2 million to $1,351.9 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The increase was due to acquisitions completed since January 1, 2022, net of divestitures, which contributed approximately $39.3 million of revenue, and $107.8 million from price increases. Price increases were higher than the nine months ended September 30, 2022, as a result of the continued execution of our pricing strategies and strong CPI adjustments on certain municipal contracts. The increase was partially offset by $18.5 million from lower surcharges and lower selling prices for the saleable commodities generated from our MRF operations. Volume decreased revenue by $13.8 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, predominantly from lower event driven volumes in our post collection businesses, non-regrettable volume losses in our collection businesses as well as the impact of the purposeful exiting of non-core service offerings.

 

 

Adjusted EBITDA increased by $11.3 million to $133.7 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin was 28.2% for the three months ended September 30, 2023, an increase of 80 basis points compared to the three months ended September 30, 2022. The increase was attributable to organic margin expansion resulting from pricing strategies, the realization of ongoing operating cost efficiencies, in addition to the reduction in the price of fuel. Partially offsetting this increase was the impact of lower commodity prices, increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal, and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. The incremental revenue from acquisitions contributed Adjusted EBITDA margin lower than the existing base business, negatively impacting the overall Adjusted EBITDA margin.

 

Adjusted EBITDA increased by $37.1 million to $371.0 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin for the nine months ended September 30, 2023 was 27.4%, an increase of 40 basis points compared to the nine months ended September 30, 2022. The increase was predominantly attributable to organic margin expansion resulting from pricing strategies and realization of ongoing operating cost efficiencies, in addition to the reduction in the price of fuel. Partially offsetting this increase was the impact of lower commodity prices, increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal, and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. The incremental revenue from acquisitions contributed Adjusted EBITDA margin lower than the existing base business, negatively impacting the overall Adjusted EBITDA margin.

 

Solid Waste — USA Operating Segment

 

Revenue increased by $9.4 million to $1,028.9 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The change in revenue was impacted by divestitures that contributed $110.8 million of revenue in the prior year period. Excluding the impact of divestitures, revenue increased by $120.2 million. The increase was predominantly due to acquisitions completed since July 1, 2022, which contributed approximately $53.4 million, and $95.7 million from price increases. Price increases were higher than the three months ended September 30, 2022, as a result of the continued execution of our pricing strategies and strong CPI adjustments. The increase was partially offset by $24.3 million from lower surcharges and lower selling prices for the saleable commodities generated from our MRF operations. Volume decreased revenue by $31.8 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, predominantly from non-regrettable volume losses in our collection businesses. Revenue increased by $27.2 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022, as a result of changes in the foreign exchange rate.

 

Revenue increased by $407.1 million to $3,189.1 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The change in revenue was impacted by divestitures that contributed $137.1 million of revenue in the prior year period. Excluding the impact of divestitures, revenue increased by $544.2 million. The increase was predominantly due to acquisitions completed since January 1, 2022, which contributed approximately $205.0 million of revenue, and $313.2 million from price increases. Price increases were higher than the nine months ended September 30, 2022, as a result of the continued execution of our pricing strategies and strong CPI adjustments. The increase was partially offset by $53.3 million from lower surcharges and lower selling prices for the saleable commodities generated from our MRF operations. Volume decreased revenue by $61.7 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, predominantly from non-regrettable volume losses in our collection businesses. Revenue increased by $141.0 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, as a result of changes in the foreign exchange rate.

 

 

Adjusted EBITDA increased by $37.3 million to $338.1 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin was 32.9% for the three months ended September 30, 2023, an increase of 340 basis points compared to the three months ended September 30, 2022. The increase is predominantly attributable to organic margin expansion resulting from pricing strategies and realization of ongoing operating cost efficiencies, in addition to the reduction in the price of fuel. Partially offsetting this increase was the impact of lower commodity prices, increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. Adjusted EBITDA margin was negatively impacted by increased accident claim costs. The net impact on revenue from acquisitions and divestitures contributed Adjusted EBITDA margin lower than the existing base business, negatively impacting the overall Adjusted EBITDA margin.

 

Adjusted EBITDA increased by $184.0 million to $1,029.7 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin was 32.3% for the nine months ended September 30, 2023, an increase of 190 basis points compared to the nine months ended September 30, 2022. The increase was predominantly attributable to organic margin expansion resulting from pricing strategies and realization of ongoing operating cost efficiencies. Partially offsetting this increase was the impact of lower commodity prices, increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. In addition, Adjusted EBITDA margin was negatively impacted by increased travel expenses and accident claim costs. The net impact on revenue from acquisitions and divestitures contributed Adjusted EBITDA margin lower than existing base business, negatively impacting the overall Adjusted EBITDA margin.

 

Environmental Services Operating Segment

 

Revenue increased by $23.1 million to $387.5 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The change in revenue was impacted by $33.0 million contributed from divestitures and an outsized amount of sub-contracting work in the prior year period. Excluding this impact, revenue increased by $56.1 million. Acquisitions completed since July 1, 2022 contributed approximately $31.2 million in revenue. In addition to the contribution from acquisitions, revenue organically grew by $23.0 million as a result of increased industrial collection and processing activity and an increased level of emergency response activity, partially offset by lower soil volumes processed at our facilities. Revenue increased by $1.9 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022, as a result of changes in the foreign exchange rate.

 

Revenue increased by $171.3 million to $1,091.7 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The change in revenue was impacted by $39.0 million contributed from divestitures and an outsized amount of sub-contracting work in the prior year period. Excluding this impact, revenue increased by $210.3 million. Acquisitions completed since January 1, 2022 contributed approximately $86.1 million in increased revenue. In addition to the contribution from acquisitions, revenue grew organically by $115.0 million as a result of increased industrial collection and processing activity and an increased level of emergency response activity, partially offset by lower soil volumes processed at our facilities due to one time volumes in the prior year. Revenue increased by $9.3 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, as a result of changes in the foreign exchange rate.

 

Adjusted EBITDA increased by $23.4 million to $119.9 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Adjusted EBITDA margin was 30.9% for the three months ended September 30, 2023, an increase of 440 basis points as compared to the three months ended September 30, 2022. Pricing strategies, variable cost controls, and the reduction in the price of fuel favourably impacted Adjusted EBITDA margin for the three months ended September 30, 2023. Offsetting this was increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer and disposal costs driven by inflationary cost pressures and delays associated with supply chain constraints. The incremental revenue from acquisitions contributed Adjusted EBITDA margin lower than the existing base business, negatively impacting the overall Adjusted EBITDA margin.

 

 

Adjusted EBITDA increased by $59.2 million to $293.6 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin was 26.9% for the nine months ended September 30, 2023, an increase of 140 basis points as compared to the nine months ended September 30, 2022. Pricing strategies, variable cost controls, the reduction in the price of fuel and the operating leverage associated with volume recovery favourably impacted Adjusted EBITDA margin for the nine months ended September 30, 2023. Offsetting these increases were increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. In addition, increased sub-contracting costs associated with increased emergency response activity negatively impacted Adjusted EBITDA margin for the nine months ended September 30, 2023. The incremental revenue from acquisitions contributed Adjusted EBITDA margins lower than the existing base business, negatively impacting the overall Adjusted EBITDA margin.

 

Corporate

 

Corporate costs increased by $15.0 million to $61.4 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The increase was primarily attributable to information technology infrastructure investments, including additional salaries, benefits and third party costs required to facilitate moving from on-premise infrastructure to cloud-based infrastructure. Additional headcount and overhead costs to support the growth in the business also contributed to the increase. Corporate costs as a percentage of total revenue were 3.2% for the three months ended September 30, 2023, an increase of 70 basis points compared to the three months ended September 30, 2022.

 

Corporate costs increased by $49.8 million to $182.8 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The increase was primarily attributable to information technology infrastructure investments, including salaries, benefits and third party costs required to facilitate moving from on-premise infrastructure to cloud-based infrastructure. Additional headcount and overhead costs to support the growth in the business also contributed to the increase. Corporate costs as a percentage of total revenue were 3.2% for the nine months ended September 30, 2023, an increase of 50 basis points compared to the nine months ended September 30, 2022.

 

4. Liquidity and Capital Resources

 

We intend to meet our currently anticipated capital requirements through cash flows from operations and borrowing capacity under our Revolving Credit Facility (defined below). We expect that these sources will be sufficient to meet our current operating capital needs, pay our dividends and fund certain tuck-in acquisitions consistent with our strategy.

 

 

Cash Flows

 

Cash flows for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022

 

		Three months ended				Three months ended				Change
($ millions)		September 30, 2023				September 30, 2022				$				%
Cash flows from operating activities		$	125.8			$	286.1			$	(160.3	)			(56.0	)%
Cash flows used in investing activities			(638.0	)			(334.7	)			(303.3	)			(90.6	)
Cash flows from financing activities			604.9				67.7				537.2				793.5
Increase in cash			92.7				19.1
Changes due to foreign exchange revaluation of cash			(0.7	)			(12.3	)
Cash, beginning of period			82.2				230.6
Cash, end of period		$	174.2			$	237.4

 

		Nine months ended				Nine months ended				Change
($ millions)		September 30, 2023				September 30, 2022				$				%
Cash flows from operating activities		$	579.0			$	693.3			$	(114.3	)			(16.5	)%
Cash flows from (used in) investing activities			198.6				(1,329.9	)			1,528.5				114.9
Cash flows (used in) from financing activities			(683.3	)			719.5				(1,402.8	)			(195.0	)
Increase in cash			94.3				82.9
Changes due to foreign exchange revaluation of cash			(2.2	)			(35.9	)
Cash, beginning of period			82.1				190.4
Cash, end of period		$	174.2			$	237.4

 

Operating Activities

 

Cash flows from operating activities decreased by $160.3 million to $125.8 million for the three months ended September 30, 2023, compared to $286.1 million for the three months ended September 30, 2022. This decrease was predominantly attributable to $248.6 million of incremental cash taxes paid as a result of the divestitures and $21.6 million of incremental cash interest paid on outstanding long-term debt due largely to the cadence of cash interest payments. Partially offsetting this decrease was an increase in EBITDA for the three months ended September 30, 2023 and improved working capital of $53.7 million.

 

Changes in non-cash working capital items resulted in a source of cash of $12.9 million for the three months ended September 30, 2023, compared to a use of cash of $40.8 million for the three months ended September 30, 2022. Refer to Note 14 in our Interim Financial Statements for details.

 

Cash flows from operating activities decreased by $114.3 million to $579.0 million for the nine months ended September 30, 2023, compared to $693.3 million for the nine months ended September 30, 2022. This decrease was predominantly attributable to $248.6 million of incremental cash taxes paid as a result of the divestitures and $114.6 million of incremental cash interest paid on outstanding long-term debt due to the cadence of cash interest payments. Partially offsetting this decrease was an increase in EBITDA for the nine months ended September 30, 2023 and improved working capital of $31.6 million.

 

Changes in non-cash working capital items resulted in a use of cash of $169.6 million for the nine months ended September 30, 2023, compared to a use of cash of $201.2 million for the nine months ended September 30, 2022. Refer to Note 14 in our Interim Financial Statements for details.

 

 

Investing Activities

 

Cash flows used in investing activities increased by $303.3 million to $638.0 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The increase was predominantly related to acquisition expenditures which increased by $252.8 million to $392.3 million and an increase in capital expenditures of $68.7 million to $276.3 million. Partially offsetting this was proceeds on disposal of assets which increased by $28.1 million to $30.6 million.

 

Cash flows from investing activities increased by $1,528.5 million to $198.6 million for the nine months ended September 30, 2023, compared to cash flows used in investing activities of $1,329.9 million for the nine months ended September 30, 2022. The increase was predominantly related to proceeds from divestitures which increased by $1,326.2 million to $1,645.9 million, proceeds of disposals of assets and other which increased by $42.1 million to $51.0 million and acquisition expenditures which decreased by $454.3 million to $674.7 million. Partially offsetting this was an increase in capital expenditures of $294.1 million to $823.6 million, primarily driven by timing of payments.

 

Financing Activities

 

Cash flows from financing activities increased by $537.2 million to $604.9 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The increase was primarily the result of a $542.1 million increase in the net change in long-term debt and a decrease of $14.8 million due to a repayment of Amortizing Notes in the prior period. Partially offsetting this was an incremental $10.5 million of financing costs.

 

Cash flows used in financing activities increased by $1,402.8 million to $683.3 million for the nine months ended September 30, 2023, compared to cash flows from financing activities of $719.5 million for the nine months ended September 30, 2022. The increase was primarily the result of a $1,422.9 million net change in long-term debt, as a result of the proceeds of divestitures that were used to repay long-term debt. Partially offsetting the increase was $17.3 million of proceeds from the termination of hedged arrangements and an $8.1 million contribution from a non-controlling interest.

 

Available Sources of Liquidity

 

Under our amended and restated revolving credit agreement dated as of August 17, 2023 (the “Revolving Credit Agreement”), as at September 30, 2023, we have access to (a) a $1,205.0 million revolving credit facility (available in Canadian and US dollars) and an aggregate US$75.0 million in revolving credit facilities (available in US dollars) (collectively, the “Revolving Credit Facility”) and (b) a term loan of up to $775.0 million (the “Term Loan A Facility”).

 

As at September 30, 2023, we had $622.0 million drawn under the Revolving Credit Facility ($771.8 million as at December 31, 2022) and $775.0 million drawn under the Term Loan A Facility ($500.0 million as at December 31, 2022).

 

Our Revolving Credit Agreement contains a Total Net Funded Debt to Adjusted EBITDA and an Interest Coverage Ratio (each as defined in the Revolving Credit Agreement) financial maintenance covenant.

 

The Total Net Funded Debt to Adjusted EBITDA ratio to be maintained is equal to or less than 6.00 to 1.00 for a period of four complete fiscal quarters following completion of a Material Acquisition and at all other times, equal to or less than 5.75 to 1.00. The Interest Coverage Ratio must be equal to or greater than 3.00 to 1.00. As at September 30, 2023 and December 31, 2022, we were in compliance with these covenants.

 

 

The following table summarizes our cash and amounts available under our Revolving Credit Facility as of the dates indicated:

 

		As at September 30, 2023				As at December 31, 2022
Cash on hand		$	174.2			$	82.1
Amounts available under our Revolving Credit Facility(1)			439.5				301.8
		$	613.7			$	383.9

 

(1)

Amounts available under our Revolving Credit Facility are comprised of the aggregate total capacity available under the Revolving Credit Facility, less amounts drawn and letters of credit.

 

Contractual Obligations

 

Our contractual obligations consist of principal repayments and interest on long-term debt, lease obligations and other. Our contractual obligations and commitments as at September 30, 2023 are shown in the following table.

 

($ millions)		Total				Less than 1 year				1-3 year				4-5 year				Thereafter
Long-term debt		$	8,534.2			$	—			$	3,087.0			$	3,689.6			$	1,757.6
Interest on long-term debt			1,694.4				451.3				811.7				369.4				62.0
Lease obligations			583.0				76.4				200.1				69.6				236.9
Other			321.8				—				—				321.8				—
		$	11,133.4			$	527.7			$	4,098.8			$	4,450.4			$	2,056.5

 

Other Commitments

 

We had letters of credit totaling approximately $244.9 million outstanding as at September 30, 2023 ($233.0 million as at December 31, 2022), which are not recognized in our Interim Financial Statements. These letters of credit primarily relate to performance-based requirements under our municipal contracts and financial assurances issued to government agencies for our operating permits.

 

As at September 30, 2023, we had issued performance bonds totaling $1,641.5 million ($1,560.7 million as at December 31, 2022).

 

5. Summary of Quarterly Results

 

The following table summarizes the results of our operations for the eight most recently completed quarters:

 

		30-Sep				30-Jun				31-Mar				31-Dec				30-Sep				30-Jun				31-Mar				31-Dec
($ millions except per share amounts)		2023				2023				2023				2022				2022				2022				2022				2021
Financial Summary
Revenue		$	1,890.0			$	1,943.6			$	1,799.1			$	1,821.2			$	1,831.2			$	1,707.5			$	1,401.4			$	1,439.6
Adjusted EBITDA(1)			530.3				540.7				440.5				439.8				473.3				453.3				354.4				375.8
Net income (loss) from continuing operations			18.3				293.8				(217.8	)			(219.1	)			(183.7	)			82.6				137.0				(81.7	)
Earnings (loss) per share, basic			—				0.74				(0.66	)			(0.66	)			(0.55	)			0.17				0.32				(0.26	)
Earnings (loss) per share, diluted			—				0.72				(0.66	)			(0.66	)			(0.55	)			0.17				0.32				(0.26	)

 

(1)

Adjusted EBITDA is a non-IFRS measure. Refer to section entitled “Non-IFRS Financial Measures and Key Performance Indicators”

 

 

Over the last eight quarters our results were primarily impacted by our pricing initiatives, cost controls and overall operating leverage were offset by inflationary cost pressures, as well as from acquisitions, divestitures and associated financing activities. Additionally, our results are influenced by seasonality and tend to be lower in the first quarter of the year, primarily due to winter weather conditions, which are pronounced in Canada, and higher in the second and third quarters of the year, due to the higher volume of waste generated during the summer months in many of our solid waste markets.

 

6. Key Risk Factors

 

We are exposed to a number of risks through the pursuit of our strategic objectives and the nature of our operations which are outlined in the “Risk Factors” section of our AIF. We are also subject to the following financial risks.

 

Financial Instruments and Financial Risk

 

Our financial instruments consist of cash, trade accounts receivable, trade accounts payable, long-term debt, including related hedging instruments, and prior to the automatic conversion on March 15, 2023, the TEUs. The carrying value of our financial assets are equal to their fair values.

 

The carrying value of our financial liabilities approximate their fair values with the exception of our outstanding Notes and, prior to maturity on March 15, 2023, the Amortizing Notes. The following table summarizes the fair value hierarchy for these instruments for the periods indicated:

 

		Fair Value as at September 30, 2023												Fair Value as at December 31, 2022
($ millions)		Quoted prices in active market (Level 1)				Significant observable inputs (Level 2)				Significant unobservable inputs (Level 3)				Quoted prices in active market (Level 1)				Significant observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Notes		$	—			$	5,557.4			$	—			$	—			$	5,568.6			$	—
Amortizing Notes			—				—				—				15.5			$	—				—

 

Net derivative instruments are recorded at fair value and classified within Level 2. Prior to the automatic conversion on March 15, 2023, Purchase Contracts were recorded at fair value and classified within Level 1.

 

For more information on our financial instruments, including hedging arrangements, and related financial risk factors, see our Interim Financial Statements, our Annual Financial Statements, and our Annual MD&A.

 

7. Internal Control over Financial Reporting

 

All control systems, no matter how well designed, have inherent limitations. Accordingly, even disclosure controls and procedures and internal controls over financial reporting determined to be effective can only provide reasonable assurance of achieving their control objectives with respect to financial statement preparation and presentation. Management, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over GFL’s financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. During the three and nine months ended September 30, 2023, there were no changes in GFL’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

8. Other

 

Related Party Transactions

 

After the final payment of the semi-annual instalment of $3.5 million, the remaining principal outstanding on the note payable to Josaud Holdings Inc. (an entity controlled by Patrick Dovigi) was $nil as at September 30, 2023 ($3.5 million as at December 31, 2022).

 

After the payment of the semi-annual instalment of $2.9 million, the remaining principal outstanding on the note payable to Sejosa Holdings Inc. (an entity controlled by Patrick Dovigi) was $8.7 million as at September 30, 2023 ($14.5 million as at December 31, 2022).

 

For the three and nine months ended September 30, 2023, we paid $2.4 million and $6.4 million ($1.6 million and $4.0 million for the three and nine months ended September 30, 2022) in aggregate lease payments to related parties.

 

For the three and nine months ended September 30, 2023, we entered into transactions with GIP which resulted in revenue of $6.3 million and $18.3 million ($10.2 million and $13.9 million for the three and nine months ended September 30, 2022) and net receivables of $12.8 million as at September 30, 2023 (net payables of $3.8 million as at December 31, 2022).

 

Current Share Information

 

Our current authorized share capital consists of (i) an unlimited number of subordinate voting shares, (ii) an unlimited number of multiple voting shares, and (iii) an unlimited number of preferred shares.

 

As at September 30, 2023, we had 358,172,019 subordinate voting shares, 11,812,964 multiple voting shares, 28,571,428 Series A perpetual convertible preferred shares (“Series A Preferred Shares”), and 8,196,721 Series B perpetual convertible preferred shares (“Series B Preferred Shares”) issued and outstanding. The Series A Preferred Shares and Series B Preferred Shares are collectively referred to as the “Preferred Shares”. All of the issued and outstanding multiple voting shares are, directly or indirectly, held or controlled by entities controlled by Patrick Dovigi.

 

As at September 30, 2023, (a) the Series A Preferred Shares are convertible into 29,336,547 subordinate voting shares, at a conversion price of US$25.19, representing 7.4% of the issued and outstanding subordinate voting shares and 5.7% of the aggregate outstanding voting rights, and (b) the Series B Preferred Shares are convertible into 7,602,238 subordinate voting shares, at a conversion price of US$43.90, representing 1.9% of the issued and outstanding subordinate voting shares and 1.5% of the aggregate outstanding voting rights. The holders of the Preferred Shares are entitled to vote on an as-converted basis on all matters on which holders of subordinate voting shares and multiple voting shares vote, and to the greatest extent possible, will vote with the holders of subordinate voting shares and multiple voting shares as a single class. Each holder of Preferred Shares shall be deemed to hold, for the sole purpose of voting at any meeting of shareholders of GFL at which such holder is entitled to vote, the number of Preferred Shares equal to the number of subordinate voting shares into which such holder’s registered Preferred Shares are convertible as of the record date for the determination of shareholders entitled to vote at such shareholders meeting. The liquidation preference of the Series A Preferred Shares and Series B Preferred Shares accrete at a rate of 7.000% and 6.000% per annum, respectively, compounded quarterly. From and after December 31, 2024 (in the case of the Series A Preferred Shares) or December 31, 2025 (in the case of the Series B Preferred Shares), GFL will have the option each quarter to redeem a number of Preferred Shares in an amount equal to the increase in the liquidation preference for the quarter. This optional redemption amount can be satisfied in either cash or subordinate voting shares at the election of GFL. If GFL elects to pay the optional redemption amount for a particular quarter in cash, the accretion rate for that quarter for the Series A Preferred Shares and Series B Preferred Shares will be 6.000% and 5.000% per annum, respectively. The Preferred Shares are subject to transfer restrictions, but can be converted into subordinate voting shares by the holder at any time. GFL may also require the conversion or redemption of the Preferred Shares at an earlier date in certain circumstances.

 

 

On March 15, 2023, the remaining outstanding Purchase Contracts were automatically converted into subordinate voting shares at the then minimum rate of 2.1940 subordinate voting shares per Purchase Contract. As at December 31, 2022, 11,698,543 Purchase Contracts were outstanding.

 

Normal Course Issuer Bid

 

On May 10, 2023, the TSX accepted our notice of intention to renew our normal course issuer bid (“NCIB”) during the twelve-month period commencing on May 12, 2023 and ending May 11, 2024. Under the NCIB, a maximum of 17,867,120 subordinate voting shares may be repurchased by GFL representing approximately 5.0% of the issued and outstanding subordinate voting shares as at May 2, 2023. Our previous NCIB, which expired on May 11, 2023, authorized the purchase of up to 16,510,694 subordinate voting shares. Purchases will be made by means of open market transactions on both the TSX and NYSE or alternative trading systems, if eligible, or by such other means as a securities regulatory authority may permit. Under the NCIB, GFL will be allowed to purchase daily, through the facilities of the TSX, a maximum of 66,937 subordinate voting shares, representing 25% of the average daily trading volume, as calculated per the TSX rules for the six month period starting on November 1, 2022 to April 30, 2023. All subordinate voting shares repurchased by GFL under the NCIB will be cancelled. For the three and nine months ended September 30, 2023 and September 30, 2022, we did not repurchase any subordinate voting shares under the NCIB. A copy of GFL’s notice of intention to commence a normal course issuer bid through the facilities of the TSX may be obtained, without charge, by contacting GFL.

 

Additional Information

 

Additional information relating to GFL, including our most recent annual and quarterly reports, are available on SEDAR at www.sedar.com and on Edgar at www.sec.gov/edgar.

 

9. Accounting Policies, Critical Accounting Estimates and Judgments

 

We prepare our consolidated financial statements in accordance with IFRS. Our significant accounting policies and significant accounting estimates, assumptions and judgments are contained in the Annual Financial Statements.

 

Significant Accounting Estimates, Assumptions and Judgments

 

The preparation of our Interim Financial Statements requires management to make estimates and use judgment that affect the reported amounts of revenue, expenses, assets, liabilities and accompanying disclosures. Accordingly, actual results may differ from estimated amounts as future confirming events occur. Significant estimates and judgments used in the preparation of our Interim Financial Statements are described in our Annual Financial Statements.

 

Since the date of our Annual MD&A, there were no material changes to the significant accounting estimates, assumptions and judgments. See the section entitled “Significant Accounting Estimates, Assumptions and Judgments” in our Annual MD&A.

 

 

Landfill Asset

 

The following table summarizes landfill amortization expense for the periods indicated:

 

		Three months ended September 30, 2023				Nine months ended September 30, 2023				Year ended December 31, 2022
Amortization of landfill airspace ($ millions)		$	61.8			$	195.9			$	294.6
Tonnes received (millions of tonnes)			5.1				15.3				22.2
Average landfill amortization per tonne		$	12.1			$	12.8			$	13.3

 

The amortization of landfill airspace for the three and nine months ended September 30, 2023 did not include the $4.8 million ($7.8 million for the year ended December 31, 2022) of amortization 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 annual valuations. The accounting adjustment does not impact the economics of the average landfill amortization per tonne.

 

Landfill Capacity and Depletion

 

As of September 30, 2023, we had 330.0 million tonnes (323.4 million tonnes for the year ended December 31, 2022) of remaining permitted capacity at the landfills we own and at the landfill in Quebec where we have designated access to a fixed level of capacity. As of September 30, 2023, eighteen of our landfills satisfied the criteria for inclusion of probable expansion capacity, resulting in additional expansion capacity of 176.7 million tonnes (171.5 million tonnes as of December 31, 2022), and together with remaining permitted capacity, our total remaining capacity is 506.7 million tonnes (494.9 million tonnes as of December 31, 2022). Based on total capacity as of September 30, 2023 and projected annual disposal volumes, the weighted average remaining life of the landfills we own and at the landfill in Quebec where we have designated access to a fixed level of capacity is approximately 24.4 years (24.8 years as of December 31, 2022). We have other expansion opportunities that could extend the weighted average remaining life of our landfills.

 

10. Non-IFRS Financial Measures and Key Performance Indicators

 

Non-IFRS Measures

 

This MD&A makes reference to certain non-IFRS measures, including EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. 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

 

EBITDA represents, for the applicable period, net income (loss) from continuing operations 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) from continuing operations. 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

 

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, (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) and (i) other. 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

 

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.

 

Adjusted EBITDA to Net Income from Continuing Operations Reconciliation

 

The tables below provide the reconciliation of our net income (loss) from continuing operations to EBITDA and Adjusted EBITDA for the periods indicated:

 

($ millions)		Three months ended September 30, 2023				Three months ended September 30, 2022
Net income (loss) from continuing operations		$	18.3			$	(183.7	)
Add:
Interest and other finance costs			137.2				136.2
Depreciation of property and equipment			242.3				264.0
Amortization of intangible assets			106.9				124.2
Income tax recovery			(18.0	)			(75.8	)
EBITDA			486.7				264.9
Add:
Loss on foreign exchange(1)			46.9				195.3
Gain on sale of property and equipment			(6.7	)			(5.7	)
Mark-to-market gain on Purchase Contracts(2)			—				(10.3	)
Share of net income of investments accounted for using the equity method			(34.0	)			(9.2	)
Share-based payments(3)			26.5				13.4
Loss on divestiture(4)			—				1.6
Transaction costs(5)			22.3				13.6
Acquisition, rebranding and other integration costs(6)			3.8				6.3
Other			(15.2	)			3.4
Adjusted EBITDA		$	530.3			$	473.3

 

($ millions)		Nine months ended September 30, 2023				Nine months ended September 30, 2022
Net income from continuing operations			94.3				35.9
Add:
Interest and other finance costs			466.7				340.7
Depreciation of property and equipment			719.9				732.1
Amortization of intangible assets			379.7				382.1
Income tax expense (recovery)			178.8				(145.5	)
EBITDA			1,839.4				1,345.3
Add:
(Gain) loss on foreign exchange(1)			(4.6	)			249.3
Gain on sale of property and equipment			(13.1	)			(10.1	)
Mark-to-market loss (gain) on Purchase Contracts(2)			104.3				(391.4	)
Share of net loss (income) of investments accounted for using the equity method			48.9				(14.5	)
Share-based payments(3)			56.7				38.2
Gain on divestiture(4)			(580.5	)			(4.9	)
Transaction costs(5)			63.9				36.9
Acquisition, rebranding and other integration costs(6)			14.0				19.7
Other			(17.5	)			12.5
Adjusted EBITDA		$	1,511.5			$	1,281.0

 

(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 payments granted to certain members of management under share-based payment plans.

(4)

Consists of loss or gain resulting from the divestiture of certain assets and three non-core U.S. Solid Waste businesses.

(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 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.

 

Exhibit 99.3

 

Form 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Patrick Dovigi, certify the following:

 

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of GFL Environmental Inc. (the “issuer”) for the interim period ended September 30, 2023.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in the interim filings.

 

4.

Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

 

a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

i.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

ii.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

 

5.1 Control Framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 N/A

 

5.3 N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

 

Date: November 3, 2023

 

By:	/s/ Patrick Dovigi
	Patrick Dovigi
	Chief Executive Officer

 

 

Exhibit 99.4

 

Form 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Luke Pelosi, certify the following:

 

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of GFL Environmental Inc. (the “issuer”) for the interim period ended September 30, 2023.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in the interim filings.

 

4.

Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

 

a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

i.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

ii.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

 

5.1 Control Framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 N/A

 

5.3 N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

 

Date: November 3, 2023

 

By:	/s/ Luke Pelosi
	Luke Pelosi
	Chief Financial Officer

 

 

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