Fourth Quarter 2023 Results
- Solid Waste price of 7.9%, results in revenue of
$1,882.8 million, increase of 9.9%
excluding the impact of divestitures; 3.4% including the impact of
divestitures
- Adjusted EBITDA1 of $492.2
million, increase of 19.1% excluding the impact of
divestitures; 11.9% including the impact of divestitures; Net loss
from continuing operations of $62.1
million; Adjusted Net Income from continuing
operations1 of $17.0
million
- Adjusted EBITDA margin1 of 26.1%, increase of 200
basis points; Solid Waste Adjusted EBITDA margin1 of
30.7%, increase of 250 basis points; Environmental Services
Adjusted EBITDA margin1 of 24.0%, increase of 180 basis
points
Full Year 2023 Highlights
- Solid Waste price of 9.8%, highest in company history,
results in revenue of $7,515.5
million, increase of 15.7% excluding the impact of
divestitures; 11.2% including the impact of divestitures
- Adjusted EBITDA1 of $2,003.7 million, increase of 21.1% excluding the
impact of divestitures; 16.4% including the impact of divestitures;
Net income from continuing operations of $32.2 million; Adjusted Net Income from
continuing operations1 of $358.7
million
- Adjusted EBITDA margin1 of 26.7%, increase of 120
basis points; Solid Waste Adjusted EBITDA margin1 of
30.8%, increase of 180 basis points; Environmental Services
Adjusted EBITDA margin1 of 26.2%, increase of 160 basis
points
- Adjusted Cash Flows from Operating Activities1 of
$1,464.4 million; cash flows from
operating activities of $980.4
million; Adjusted Free Cash Flow1 of $701.2 million
- Adjusted income per share from continuing
operations1 of $0.97, Loss
per share from continuing operations of $(0.13)
- Completed acquisitions generating approximately $355 million2 in annualized revenue in
2023
Full Year 2024 Guidance3
- Revenue is estimated to be approximately $8,000 million
- Adjusted EBITDA3 is estimated to be approximately
$2,215 million
- Adjusted Free Cash Flow3 is estimated to be
approximately $800 million
- Guidance does not include contribution from any incremental
M&A
VAUGHAN,
ON, Feb. 20, 2024 /PRNewswire/ - GFL
Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL", "we" or "our")
today announced its results for the fourth quarter and full year
2023, as well as guidance for full year 2024.
"Our employees delivered another exceptional year
of results," said Patrick Dovigi,
Founder and Chief Executive Officer of GFL. "In 2023, our continued
focus on strong execution drove double-digit, industry-leading
organic revenue growth, including Solid Waste core pricing increase
of 9.8% for the year, the highest in our history. We also grew
Adjusted EBITDA1 for the year by 21.1%, excluding the
impact of divestitures, and demonstrated significant operating
leverage, resulting in Solid Waste Adjusted EBITDA
margin1 expansion of 180 basis points and Environmental
Services Adjusted EBITDA margin1 expansion of 160 basis
points, year-over-year."
Mr. Dovigi continued, "In 2023, we continued to
optimize our asset base to create long-term sustainable shareholder
value, including the divestiture of three non-core U.S. solid waste
businesses for $1.6 billion in
proceeds, $275.0 million of which we
reinvested into higher margin, accretive organic growth initiatives
such as RNG and new contract wins related to Extended Producer
Responsibility recycling legislation in Canada. Our EPR-related investments are
expected to generate an aggregate of $80.0 to $100.0
million of incremental Adjusted EBITDA3 starting
in Q4 2024 and ramping up to the full run-rate by 2026. On RNG, our
first contributions from our Arbor Hills facility are expected in
Q1 2024 and we remain confident in our ability to achieve
$175.0 million of annual Adjusted
EBITDA3 from our RNG-related investments by 2026."
"Additionally, we deployed approximately
$900 million into 39 highly accretive
acquisitions, which we expect will generate revenue of
approximately $355
million2 on an annualized basis. In 2024,
consistent with our capital allocation framework announced in
November, we expect to deploy between $600.0 and $650.0
million into densifying tuck-in M&A."
"Inclusive of the impact of our growth capital
deployment, we reduced Net Leverage1 nearly a full turn
since the prior year. We also successfully completed several
refinancing initiatives, the effects of which were to reduce our
cost of borrowing, increase our proportion of fixed interest rate
debt from 72% to 86% and extend our debt maturities to 2031. We
remain committed to making disciplined capital allocation decisions
while continuing to de-lever the business, with a focus on moving
toward an investment grade credit rating in the medium term."
"Our results for the year demonstrate that our
commitment to our strategy is working. Over the past 15 years, we
have assembled a best-in-class asset base across North America and now it is time to optimize
what we have built. The strong pricing momentum exiting 2023
positions us for 9% top line growth in 2024, before considering the
impact of incremental M&A, and over 100 basis points of organic
Adjusted EBITDA margin3 expansion for 2024."
Mr. Dovigi concluded, "I could not be prouder of
our over 20,000 employees who continue to demonstrate their
exceptional ability to execute our growth strategy. I continue to
be excited about the future and the many opportunities that lie
ahead of us."
Fourth Quarter Results
- Revenue of $1,882.8 million in
the fourth quarter of 2023, increase of 9.9% excluding the impact
of divestitures (3.4% including the impact of divestitures),
compared to the fourth quarter of 2022.
- Solid Waste revenue of $1,511.6
million, including organic growth of 4.0% driven
predominantly by core pricing increases.
- Environmental Services revenue of $371.2
million, including organic growth of 1.5%. The increase is
predominantly due to higher industrial collection and processing
activity at our facilities and higher used motor oil selling
prices.
- Adjusted EBITDA1 increased by 19.1% excluding the
impact of divestitures (11.9% including the impact of divestitures)
to $492.2 million in the fourth
quarter of 2023, compared to the fourth quarter of 2022. Adjusted
EBITDA margin1 was 26.1% in the fourth quarter of 2023,
compared to 24.1% in the fourth quarter of 2022. Solid Waste
Adjusted EBITDA margin1 was 30.7% in the fourth quarter
of 2023, compared to 28.2% in the fourth quarter of 2022.
Environmental Services Adjusted EBITDA margin1 was 24.0%
in the fourth quarter of 2023, inclusive of the 165 basis point
impact of a facility fire late in the quarter, compared to 22.2% in
the fourth quarter of 2022.
- Net loss from continuing operations was $62.1 million in the fourth quarter of 2023,
compared to $219.1 million in the
fourth quarter of 2022.
- Adjusted Free Cash Flow1 was $471.6 million in the fourth quarter of 2023,
compared to $221.1 million in the
fourth quarter of 2022. The increase of $250.5 million was exclusive of $141.5 million of incremental cash taxes related
to divestitures and $145.0 million of
incremental growth capex.
Year to Date Results
- Revenue of $7,515.5 million for
the year ended December 31, 2023,
increase of 15.7% excluding the impact of divestitures (11.2%
including the impact of divestitures), compared to the year ended
December 31, 2022.
- Solid Waste revenue of $6,052.6
million, including organic growth of 6.0% driven
predominantly by core pricing increases.
- Environmental Services revenue of $1,462.9 million, including organic growth of
7.2%. The increase is predominantly due to higher industrial
collection and processing activity at our facilities and an
increased level of emergency response activity.
- Adjusted EBITDA1 increased by 21.1% excluding the
impact of divestitures (16.4% including the impact of divestitures)
to $2,003.7 million for the year
ended December 31, 2023, compared to
the year ended December 31, 2022.
Adjusted EBITDA margin1 was 26.7% for the year ended
December 31, 2023, compared to 25.5%
for the year ended December 31, 2022.
Solid Waste Adjusted EBITDA margin1 was 30.8% for the
year ended December 31, 2023,
compared to 29.0% for the year ended December 31, 2022. Environmental Services
Adjusted EBITDA margin1 was 26.2% for the year ended
December 31, 2023, inclusive of the
40 basis point impact of a facility fire late in the quarter,
compared to 24.6% for the year ended December 31, 2022.
- Net income from continuing operations was $32.2 million for the year ended December 31, 2023, compared to net loss from
continuing operations of $183.2
million for the year ended December
31, 2022.
- Adjusted Free Cash Flow1 was $701.2 million for the year ended December 31, 2023, compared to $691.3 million for the year ended December 31, 2022. The increase of $9.9 million was exclusive of $390.1 million of incremental cash taxes related
to divestitures and $275.0 million of
incremental growth capex.
Full Year 2024 Guidance3
GFL also provided its guidance for 2024.
- Revenue is estimated to be approximately $8,000 million.
- Full year Solid Waste core pricing of 6.0% to 6.5%, surcharges
of (0.4%), volume of (1.25%) to (1.0%), as a result of the rollover
impact of intentional shedding of low margin business, and
commodity price impact of 0.2%.
- Environmental Services organic growth of 5.0% to 5.5%.
- Revenue from M&A contribution of 4.0%.
- Assumes no foreign exchange impact (2024 guidance based on
USD/CAD exchange rate of 1.35 versus the average 2023 exchange rate
of 1.35).
- Adjusted EBITDA3 is estimated to be approximately
$2,215 million.
- Full year Adjusted EBITDA margin3 is expected to be
approximately 27.7%, increase of 100 basis points.
- Adjusted Free Cash Flow3 is estimated to be
approximately $800 million.
- Full year net capex is expected to be between $850.0 million and $900.0
million, excluding approximately $250
million to $300 million of
incremental growth capital expected to be deployed in 2024 related
to renewable natural gas projects, material recycling facilities
and other infrastructure primarily related to opportunities arising
under extended producer responsibility legislation.
- Excluding the impact of anticipated incremental growth capital
opportunities described above and anticipated M&A, Net
Leverage3 is estimated to be mid 3's by the end of 2024,
resulting from growth in Adjusted EBITDA3 and Adjusted
Free Cash Flow3. Including the aggregate impact of
$900.0 million in these anticipated
growth capital opportunities and M&A, Net Leverage3
at year end is estimated to be between 3.65x and 3.85x.
The 2024 guidance excludes any impact from acquisitions not yet
completed, refinancing opportunities and any redeployment of
capital. Implicit in forward-looking information in respect of our
expectations for 2024 are certain current assumptions, including,
among others, no changes to the current economic environment,
including fuel and commodities. The 2024 guidance assumes GFL will
continue to execute on our strategy of organically growing our
business, leveraging our scalable network to attract and retain
customers across multiple service lines, realizing operational
efficiencies and extracting procurement and cost synergies. See
"Forward-Looking Information".
Environmental, Social and Governance
GFL views our Environmental, Social and Governance efforts as
integral to our business and long-term value creation for all
stakeholders. In 2022, we released our 2021 Sustainability Report
and established our Sustainability Action Plan which lays out a
clear path to achieving our long-term goals aimed at benefiting the
environment and the customers and communities that we serve. In
2023, we released our 2022 Sustainability Update Report to update
stakeholders on our progress in implementing our Sustainability
Action Plan. Our goals include increasing our recyclables recovered
at our material recovery facilities by 40%, reducing our total
scope 1 and 2 greenhouse gas emissions by 15%, doubling the
beneficial use of biogas generated from our landfills and having
renewable natural gas power at least 85% of our compressed natural
gas solid waste collection fleet in the
United States, all by 2030, and investing in our communities
through our Full Circle Project. To learn more about our
sustainability goals and to download our 2021 Sustainability Report
and 2022 Sustainability Update Report, click here.
______________________
|
(1)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(2)
|
Includes the
expected contribution of acquisitions completed in 2023 (other than
contribution from 2023 acquisitions previously reflected in the
Company's 2023 full year guidance provided on February 21,
2023).
|
(3)
|
Information
contained in the section titled "Full Year 2024 Guidance" includes
non-IFRS measures and ratios, including Adjusted EBITDA, Adjusted
EBITDA margin, Adjusted Free Cash Flow and Net Leverage. Due to the
uncertainty of the likelihood, amount and timing of effects of
events or circumstances to be excluded from these measures, GFL
does not have information available to provide a quantitative
reconciliation of such projections to comparable IFRS measures. See
"Non-IFRS Measures" below. See Fourth Quarter and Full Year 2023
Results for the equivalent historical non-IFRS
measure.
|
Q4 2023 Earnings and 2024 Guidance Call
GFL will host a conference call related to our
fourth quarter and full year 2023 financial results and our
2024 guidance on February 21, 2024 at
8:30 am Eastern Time. A live audio
webcast of the conference call can be accessed by logging onto our
Investors page at investors.gflenv.com or by clicking here.
Listeners may access the call toll-free by dialing 1-833-950-0062
in Canada or 1-833-470-1428 in
the United States (access code:
398061) approximately 15 minutes prior to the scheduled start
time.
We encourage participants who will be dialing in to pre-register
for the conference call using the following link:
https://www.netroadshow.com/events/login?show=d2d890f8&confId=59420.
Callers who pre-register will be given a conference access code and
PIN to gain immediate access to the call and bypass the live
operator on the day of the call. Participants may pre-register at
any time, including up to and after the call start time. For those
unable to listen live, an audio replay of the call will be
available until March 6, 2024 by
dialing 1-226-828-7578 in Canada
or 1-866-813-9403 in the United
States (access code: 917217). A copy of the presentation for
the call will be available on our website at investors.gflenv.com
or by clicking here.
Annual Report
GFL also announced that on or about February 23, 2024, it will be filing its annual
report on Form 40-F, including the Company's audited consolidated
financial statements (the "Annual Financial Statements") for the
year ended December 31, 2023 with the
U.S. Securities and Exchange Commission on EDGAR (www.sec.gov) and
with the Canadian securities regulators on SEDAR+
(www.sedarplus.ca) The annual report will also be available on the
Investors page of the Company's website at investors.gflenv.com.
Shareholders may receive a hard copy of the complete Annual
Financial Statements from the Company free of charge upon request
by contacting GFL Investor Relations at ir@gflenv.com.
About GFL
GFL, headquartered in Vaughan,
Ontario, is the fourth largest diversified environmental
services company in North America,
providing a comprehensive line of solid waste management, liquid
waste management and soil remediation services through its platform
of facilities throughout Canada
and in more than half of the U.S. states. Across its
organization, GFL has a workforce of more than 20,000
employees.
For more information, visit the GFL web site at gflenv.com. To
subscribe for investor email alerts please visit
investors.gflenv.com or click here.
Forward-Looking Information
This release includes certain "forward-looking statements" and
"forward-looking information" (collectively, "forward-looking
information") within the meaning of applicable U.S. and Canadian
securities laws, respectively. Forward-looking information includes
all statements that do not relate solely to historical or current
facts and may relate to our future outlook, financial guidance and
anticipated events or results and may include statements regarding
our financial performance, financial condition or results, business
strategy, growth strategies, budgets, operations and services.
Particularly, statements regarding our expectations of future
results, performance, achievements, prospects or opportunities or
the markets in which we operate are forward-looking information. In
some cases, forward-looking information can be identified by the
use of forward-looking terminology such as "plans", "targets",
"expects" or "does not expect", "is expected", "an opportunity
exists", "budget", "scheduled", "estimates", "outlook",
"forecasts", "projection", "prospects", "strategy", "intends",
"anticipates", "does not anticipate", "believes", or "potential" or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "would", "might",
"will", "will be taken", "occur" or "be achieved", although not all
forward-looking information includes those words or phrases. In
addition, any statements that refer to expectations, intentions,
projections, guidance, potential or other characterizations of
future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts nor assurances of future performance but instead
represent management's expectations, estimates and projections
regarding future events or circumstances.
Forward-looking information is based on our opinions, estimates
and assumptions that we considered appropriate and reasonable as of
the date such information is stated, is subject to known and
unknown risks, uncertainties, assumptions and other important
factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to certain assumptions set out herein in the
section titled "Full Year 2024 Guidance"; our ability to obtain and
maintain existing financing on acceptable terms; our ability to
source and execute on acquisitions on terms acceptable to us; our
ability to find purchasers for non-core assets on terms acceptable
to us; currency exchange and interest rates; commodity price
fluctuations; our ability to implement price increases and
surcharges; changes in waste volumes; labour, supply chain and
transportation constraints; inflationary cost pressures; fuel
supply and fuel price fluctuations; our ability to maintain a
favourable working capital position; the impact of competition; the
changes and trends in our industry or the global economy; and
changes in laws, rules, regulations, and global standards. Other
important factors that could materially affect our forward-looking
information can be found in the "Risk Factors" section of GFL's
annual information form for the year ended December 31, 2023 and GFL's other periodic
filings with the U.S. Securities and Exchange Commission and the
securities commissions or similar regulatory authorities in
Canada. Shareholders, potential
investors and other readers are urged to consider these risks
carefully in evaluating our forward-looking information and are
cautioned not to place undue reliance on such information. There
can be no assurance that the underlying opinions, estimates and
assumptions will prove to be correct. Although we have attempted to
identify important risk factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors not currently known to us
or that we currently believe are not material that could also cause
actual results or future events to differ materially from those
expressed in such forward-looking information. There can be no
assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. The forward-looking information
contained in this release represents our expectations as of the
date of this release (or as the date it is otherwise stated to be
made), and is subject to change after such date. However, we
disclaim any intention or obligation or undertaking to update or
revise any forward-looking information whether as a result of new
information, future events or otherwise, except as required under
applicable U.S. or Canadian securities laws. The purpose of
disclosing our financial outlook set out in this release is to
provide investors with more information concerning the financial
impact of our business initiatives and growth strategies.
Non-IFRS Measures
This release makes reference to certain non-IFRS measures. These
measures are not recognized measures under IFRS and do not have a
standardized meaning prescribed by IFRS and are therefore unlikely
to be comparable to similar measures presented by other companies.
Accordingly, these measures should not be considered in isolation
or as a substitute for analysis of our financial information
reported under IFRS. Rather, these non-IFRS measures are used to
provide investors with supplemental measures of our operating
performance and thus highlight trends in our core business that may
not otherwise be apparent when relying solely on IFRS measures. We
also believe that securities analysts, investors and other
interested parties frequently use non-IFRS measures in the
evaluation of issuers. Our management also uses non-IFRS measures
in order to facilitate operating performance comparisons from
period to period, to prepare annual operating budgets and forecasts
and to determine components of management compensation.
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 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. For the year
ended December 31, 2023, we added
back our share of net (income) loss of investments accounted for
using the equity method. As we continue to grow our business, we
may be faced with new events or circumstances that are not
indicative of our underlying business performance or that impact
the ability to assess our operating performance.
Adjusted EBITDA margin represents Adjusted EBITDA divided by
revenue. Management and other users of our financial statements
including our lenders and investors use Adjusted EBITDA margin to
facilitate a comparison of the operating performance of each of our
operating segments on a consistent basis reflecting factors and
trends affecting our business.
Acquisition EBITDA represents, for the applicable period,
management's estimates of the annual Adjusted EBITDA of an acquired
business, based on its most recently available historical financial
information at the time of acquisition, as adjusted to give effect
to (a) the elimination of expenses related to the prior owners and
certain other costs and expenses that are not indicative of the
underlying business performance, if any, as if such business had
been acquired on the first day of such period and (b) contract and
acquisition annualization for contracts entered into and
acquisitions completed by such acquired business prior to our
acquisition (collectively, "Acquisition EBITDA Adjustments").
Further adjustments are made to such annual Adjusted EBITDA to
reflect estimated operating cost savings and synergies, if any,
anticipated to be realized upon acquisition and integration of the
business into our operations. Acquisition EBITDA is calculated net
of divestitures. We use Acquisition EBITDA for the acquired
businesses to adjust our Adjusted EBITDA to include a proportional
amount of the Acquisition EBITDA of the acquired businesses based
upon the respective number of months of operation for such period
prior to the date of our acquisition of each such business.
Adjusted Cash Flows from Operating Activities represents cash
flows from operating activities adjusted for (a) operating cash
flows from discontinued operations, (b) transaction costs, (c)
acquisition, rebranding and other integration costs, (d) M&A
related net working capital investment, (e) cash interest paid on
TEUs and (f) cash taxes related to divestitures. Adjusted Cash
Flows from Operating Activities is a supplemental measure used by
investors as a valuation and liquidity measure in our industry.
Adjusted Cash Flows from Operating Activities is a supplemental
measure used by management to evaluate and monitor liquidity and
the ongoing financial performance of GFL.
Adjusted Free Cash Flow represents Adjusted Cash Flows from
Operating Activities adjusted for (a) proceeds on disposal of
assets and other, (b) purchase of property and equipment, (c)
investment in joint ventures and (d) incremental growth
investments. For the year ended December 31,
2022, purchase of property and equipment excludes those by
GFL's Infrastructure services division ("GFL Infrastructure").
Adjusted Free Cash Flow is a supplemental measure used by investors
as a valuation and liquidity measure in our industry. Adjusted Free
Cash Flow is a supplemental measure used by management to evaluate
and monitor liquidity and the ongoing financial performance of
GFL.
Adjusted Net Income (Loss) from continuing operations represents
net income (loss) for continuing operations adjusted for (a)
amortization of intangible assets, (b) ARO discount rate
depreciation adjustment, (c) incremental depreciation of property
and equipment due to recapitalization, (d) amortization of deferred
financing costs, (e) (gain) loss on foreign exchange, (f)
mark-to-market (gain) loss on Purchase Contracts, (g) share of net
(income) loss of investments accounted for using the equity method,
(h) (gain) loss on divestiture, (i) transaction costs, (j)
acquisition, rebranding and other integration costs, (k) TEU
amortization expense, (l) other and (m) the tax impact of the
forgoing. For the year ended December 31, 2023, we added back our
share of net (income) loss of investments accounted for using the
equity method. Adjusted income (loss) per share from continuing
operations is defined as Adjusted Net Income (Loss) from continuing
operations divided by the weighted average shares in the period. We
believe that Adjusted income (loss) per share from continuing
operations provides a meaningful comparison of current results to
prior periods' results by excluding items that GFL does not believe
reflect its fundamental business performance.
Net Leverage is a supplemental measure used by management to
evaluate borrowing capacity and capital allocation strategies. Net
Leverage is equal to our total long-term debt, as adjusted for fair
value, deferred financings and other adjustments and reduced by our
cash, divided by Run-Rate EBITDA.
Run-Rate EBITDA represents Adjusted EBITDA for the applicable
period as adjusted to give effect to management's estimates of (a)
Acquisition EBITDA Adjustments (as defined above) and (b) the
impact of annualization of certain new municipal and disposal
contracts and cost savings initiatives, entered into, commenced or
implemented, as applicable, in such period, as if such contracts or
costs savings initiatives had been entered into, commenced or
implemented, as applicable, on the first day of such period ((a)
and (b), collectively, "Run-Rate EBITDA Adjustments"). Run-Rate
EBITDA has not been adjusted to take into account the impact of the
cancellation of contracts and cost increases associated with these
contracts. These adjustments reflect monthly allocations of
Acquisition EBITDA for the acquired businesses based on straight
line proration. As a result, these estimates do not take into
account the seasonality of a particular acquired business. While we
do not believe the seasonality of any one acquired business is
material when aggregated with other acquired businesses, the
estimates may result in a higher or lower adjustment to our
Run-Rate EBITDA than would have resulted had we adjusted for the
actual results of each of the acquired businesses for the period
prior to our acquisition. We primarily use Run-Rate EBITDA to show
how GFL would have performed if each of the acquired businesses had
been consummated at the start of the period as well as to show the
impact of the annualization of certain new municipal and disposal
contracts and cost savings initiatives. We also believe that
Run-Rate EBITDA is useful to investors and creditors to monitor and
evaluate our borrowing capacity and compliance with certain of our
debt covenants. Run-Rate EBITDA as presented herein is calculated
in accordance with the terms of our revolving credit agreement.
All references to "$" in this press release are to Canadian
dollars, unless otherwise noted.
For further information:
Patrick Dovigi, Founder and Chief
Executive Officer
+1 905-326-0101
pdovigi@gflenv.com
GFL Environmental Inc.
Consolidated Statements of Operations and Comprehensive
(Loss) Income
(In millions of dollars except per share amounts)
(unaudited)
|
|
Three months
ended
December
31,
|
|
Year ended
December
31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Revenue
|
|
$
1,882.8
|
|
$
1,821.2
|
|
$
7,515.5
|
|
$
6,761.3
|
Expenses
|
|
|
|
|
|
|
|
|
Cost of
sales
|
|
1,574.1
|
|
1,624.2
|
|
6,246.1
|
|
5,963.7
|
Selling, general and
administrative expenses
|
|
290.5
|
|
201.8
|
|
973.9
|
|
730.4
|
Interest and other
finance costs
|
|
160.5
|
|
148.6
|
|
627.2
|
|
489.3
|
(Gain) loss on sale of
property and equipment
|
|
—
|
|
14.8
|
|
(13.1)
|
|
4.7
|
(Gain) loss on foreign
exchange
|
|
(68.3)
|
|
(31.6)
|
|
(72.9)
|
|
217.7
|
Mark-to-market loss
(gain) on Purchase Contracts
|
|
—
|
|
124.6
|
|
104.3
|
|
(266.8)
|
Gain on
divestiture
|
|
—
|
|
—
|
|
(580.5)
|
|
(4.9)
|
Other
|
|
(5.7)
|
|
(5.3)
|
|
(23.2)
|
|
7.2
|
|
|
1,951.1
|
|
2,077.1
|
|
7,261.8
|
|
7,141.3
|
Share of net (loss)
income of investments accounted for using the equity
method
|
|
(12.7)
|
|
6.2
|
|
(61.6)
|
|
20.7
|
(Loss) income before
income taxes
|
|
(81.0)
|
|
(249.7)
|
|
192.1
|
|
(359.3)
|
Current income tax
(recovery) expense
|
|
(10.5)
|
|
(3.1)
|
|
357.0
|
|
4.4
|
Deferred tax
recovery
|
|
(8.4)
|
|
(27.5)
|
|
(197.1)
|
|
(180.5)
|
Income tax (recovery)
expense
|
|
(18.9)
|
|
(30.6)
|
|
159.9
|
|
(176.1)
|
Net (loss) income from
continuing operations
|
|
(62.1)
|
|
(219.1)
|
|
32.2
|
|
(183.2)
|
Net loss from
discontinued operations
|
|
—
|
|
—
|
|
—
|
|
(127.9)
|
Net (loss)
income
|
|
(62.1)
|
|
(219.1)
|
|
32.2
|
|
(311.1)
|
Less: Net (loss)
income attributable to non-controlling interests
|
|
(9.9)
|
|
0.9
|
|
(13.2)
|
|
0.7
|
Net (loss) income
attributable to GFL Environmental Inc.
|
|
(52.2)
|
|
(220.0)
|
|
45.4
|
|
(311.8)
|
|
|
|
|
|
|
|
|
|
Items that may be
subsequently reclassified to net income (loss)
|
|
|
|
|
|
|
|
|
Currency translation
adjustment
|
|
(129.4)
|
|
(76.8)
|
|
(171.8)
|
|
449.5
|
Reclassification to
net loss of fair value movements on cash flow hedges, net of
tax
|
|
—
|
|
(0.4)
|
|
—
|
|
(0.4)
|
Fair value movements
on cash flow hedges, net of tax
|
|
2.9
|
|
9.3
|
|
28.5
|
|
(64.9)
|
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
(loss) income from continuing operations
|
|
(126.5)
|
|
(67.9)
|
|
(121.2)
|
|
384.2
|
Comprehensive (loss)
income from continuing operations
|
|
(188.6)
|
|
(287.0)
|
|
(89.0)
|
|
201.0
|
Comprehensive loss from
discontinued operations
|
|
—
|
|
—
|
|
—
|
|
(127.9)
|
Total comprehensive
(loss) income
|
|
(188.6)
|
|
(287.0)
|
|
(89.0)
|
|
73.1
|
Less: Total
comprehensive (loss) income attributable to non-controlling
interests
|
|
(14.9)
|
|
0.9
|
|
(19.2)
|
|
0.9
|
Total comprehensive
(loss) income attributable to GFL Environmental Inc.
|
|
$
(173.7)
|
|
$
(287.9)
|
|
$
(69.8)
|
|
$
72.2
|
|
|
|
|
|
|
|
|
|
Basic and diluted
loss per share(1)
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$
(0.21)
|
|
$
(0.66)
|
|
$
(0.13)
|
|
$
(0.73)
|
Discontinued
operations
|
|
—
|
|
—
|
|
—
|
|
(0.35)
|
Total
operations
|
|
$
(0.21)
|
|
$
(0.66)
|
|
$
(0.13)
|
|
$
(1.08)
|
Weighted and diluted
weighted average number of shares
outstanding(2)
|
|
370,651,938
|
|
369,134,504
|
|
369,656,237
|
|
367,170,911
|
|
|
(1)
|
Basic and diluted
income per share is calculated on net income attributable to GFL
Environmental Inc. adjusted for amounts attributable to preferred
shareholders. Refer to Note 15 in our Annual Financial
Statements.
|
(2)
|
Basic and diluted
income per share includes the minimum conversion of TEUs into
subordinate voting shares, which represented nil subordinate voting
shares as at December 31, 2023 (25,665,433 subordinate voting
shares as at December 31, 2022).
|
GFL Environmental Inc.
Consolidated Statements of Financial
Position
(In millions of dollars)
(unaudited)
|
|
December 31,
2023
|
|
December 31,
2022
|
Assets
|
|
|
|
|
Cash
|
|
$
135.7
|
|
$
82.1
|
Trade and other
receivables, net
|
|
1,080.0
|
|
1,118.1
|
Income taxes
recoverable
|
|
47.7
|
|
—
|
Prepaid expenses and
other assets
|
|
221.6
|
|
182.9
|
Current
assets
|
|
1,485.0
|
|
1,383.1
|
|
|
|
|
|
Property and
equipment, net
|
|
6,980.7
|
|
6,540.3
|
Intangible assets,
net
|
|
3,056.3
|
|
3,245.0
|
Investments accounted
for using the equity method
|
|
319.0
|
|
326.6
|
Other long-term
assets
|
|
82.9
|
|
90.2
|
Deferred income tax
assets
|
|
64.8
|
|
—
|
Goodwill
|
|
7,890.5
|
|
8,182.4
|
Non-current
assets
|
|
18,394.2
|
|
18,384.5
|
Total
assets
|
|
$
19,879.2
|
|
$
19,767.6
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
1,679.1
|
|
1,557.7
|
Long-term
debt
|
|
9.7
|
|
17.9
|
Lease
obligations
|
|
59.6
|
|
51.5
|
Due to related
party
|
|
5.8
|
|
9.3
|
Tangible equity
units
|
|
—
|
|
1,024.9
|
Landfill closure and
post-closure obligations
|
|
56.2
|
|
30.8
|
Current
liabilities
|
|
1,810.4
|
|
2,692.1
|
|
|
|
|
|
Long-term
debt
|
|
8,827.2
|
|
9,248.9
|
Lease
obligations
|
|
383.4
|
|
327.3
|
Other long-term
liabilities
|
|
39.1
|
|
47.5
|
Due to related
party
|
|
2.9
|
|
8.7
|
Deferred income tax
liabilities
|
|
534.0
|
|
582.6
|
Landfill closure and
post-closure obligations
|
|
896.0
|
|
816.4
|
Non-current
liabilities
|
|
10,682.6
|
|
11,031.4
|
Total
liabilities
|
|
12,493.0
|
|
13,723.5
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
Share
capital
|
|
9,835.1
|
|
8,640.3
|
Contributed
surplus
|
|
149.5
|
|
109.6
|
Deficit
|
|
(2,822.6)
|
|
(2,843.0)
|
Accumulated other
comprehensive income
|
|
15.1
|
|
130.3
|
Total GFL
Environmental Inc.'s shareholders' equity
|
|
7,177.1
|
|
6,037.2
|
Non-controlling
interests
|
|
209.1
|
|
6.9
|
Total shareholders'
equity
|
|
7,386.2
|
|
6,044.1
|
Total liabilities
and shareholders' equity
|
|
$
19,879.2
|
|
$
19,767.6
|
GFL Environmental Inc.
Consolidated Statements of Cash Flows
(In millions of dollars)
(unaudited)
|
|
Three months
ended
December
31,
|
|
Year ended
December
31,
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Operating
activities
|
|
|
|
|
|
|
|
|
Net (loss)
income
|
|
$
(62.1)
|
|
$
(219.1)
|
|
$
32.2
|
|
$
(311.1)
|
Adjustments for
non-cash items
|
|
|
|
|
|
|
|
|
Depreciation of
property and equipment
|
|
284.5
|
|
271.9
|
|
1,004.4
|
|
1,008.7
|
Amortization of
intangible assets
|
|
105.6
|
|
133.5
|
|
485.3
|
|
516.8
|
Share of net loss
(income) of investments accounted for using the equity
method
|
|
12.7
|
|
(6.2)
|
|
61.6
|
|
(20.7)
|
Gain on
divestiture
|
|
—
|
|
—
|
|
(580.5)
|
|
(4.9)
|
Other
|
|
(5.7)
|
|
(5.3)
|
|
(23.2)
|
|
7.2
|
Impairment related to
discontinued operations
|
|
—
|
|
(6.8)
|
|
—
|
|
121.3
|
Interest and other
finance costs
|
|
160.5
|
|
148.6
|
|
627.2
|
|
492.8
|
Share-based
payments
|
|
68.1
|
|
15.1
|
|
124.8
|
|
55.1
|
(Gain) loss on
unrealized foreign exchange on long-term debt and TEUs
|
|
(68.6)
|
|
(32.7)
|
|
(72.1)
|
|
216.9
|
Loss (gain) on sale of
property and equipment
|
|
—
|
|
14.8
|
|
(13.1)
|
|
4.7
|
Mark-to-market loss
(gain) on Purchase Contracts
|
|
—
|
|
124.6
|
|
104.3
|
|
(266.8)
|
Current income tax
(recovery) expense
|
|
(10.5)
|
|
(3.1)
|
|
357.0
|
|
4.5
|
Deferred tax
recovery
|
|
(8.4)
|
|
(20.7)
|
|
(197.1)
|
|
(175.6)
|
Interest paid in cash
on Amortizing Notes component of TEUs
|
|
—
|
|
(0.3)
|
|
(0.2)
|
|
(2.0)
|
Interest paid in cash,
excluding interest paid on Amortizing Notes
|
|
(105.6)
|
|
(116.3)
|
|
(517.1)
|
|
(413.2)
|
Income taxes paid in
cash, net
|
|
(149.8)
|
|
(2.3)
|
|
(411.6)
|
|
(24.4)
|
Changes in non-cash
working capital items
|
|
200.6
|
|
115.7
|
|
31.0
|
|
(85.5)
|
Landfill closure and
post-closure expenditures
|
|
(19.9)
|
|
(8.4)
|
|
(32.5)
|
|
(27.5)
|
|
|
401.4
|
|
403.0
|
|
980.4
|
|
1,096.3
|
Investing
activities
|
|
|
|
|
|
|
|
|
Purchase of property
and equipment
|
|
(225.3)
|
|
(235.7)
|
|
(1,055.1)
|
|
(765.2)
|
Proceeds from disposal
of assets and other
|
|
10.8
|
|
13.5
|
|
61.8
|
|
22.4
|
Proceeds from
divestitures
|
|
3.3
|
|
22.0
|
|
1,649.2
|
|
341.7
|
Business acquisitions
and investments, net of cash acquired
|
|
(297.8)
|
|
(204.1)
|
|
(966.3)
|
|
(1,333.1)
|
|
|
(509.0)
|
|
(404.3)
|
|
(310.4)
|
|
(1,734.2)
|
Financing
activities
|
|
|
|
|
|
|
|
|
Repayment of lease
obligations
|
|
(46.6)
|
|
(18.0)
|
|
(116.0)
|
|
(69.8)
|
Issuance of long-term
debt
|
|
1,940.2
|
|
210.3
|
|
4,972.3
|
|
1,656.4
|
Repayment of long-term
debt
|
|
(1,768.0)
|
|
(316.3)
|
|
(5,365.1)
|
|
(904.5)
|
Proceeds from
termination of hedged arrangements
|
|
—
|
|
—
|
|
17.3
|
|
—
|
Payment of contingent
purchase consideration and holdbacks
|
|
(26.6)
|
|
(5.4)
|
|
(31.2)
|
|
(18.5)
|
Repayment of
Amortizing Notes
|
|
—
|
|
(15.4)
|
|
(15.7)
|
|
(58.4)
|
Dividends issued and
paid
|
|
(6.5)
|
|
(5.6)
|
|
(25.0)
|
|
(20.7)
|
Payment of financing
costs
|
|
(12.0)
|
|
(0.1)
|
|
(38.2)
|
|
(2.7)
|
Repayment of loan to
related party
|
|
—
|
|
—
|
|
(9.3)
|
|
(12.8)
|
Contribution from
non-controlling interests
|
|
—
|
|
—
|
|
8.1
|
|
—
|
|
|
80.5
|
|
(150.5)
|
|
(602.8)
|
|
569.0
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in
cash
|
|
(27.1)
|
|
(151.8)
|
|
67.2
|
|
(68.9)
|
Changes due to foreign
exchange revaluation of cash
|
|
(11.4)
|
|
(3.5)
|
|
(13.6)
|
|
(39.4)
|
Cash, beginning of
period
|
|
174.2
|
|
237.4
|
|
82.1
|
|
190.4
|
Cash, end of
period
|
|
$
135.7
|
|
$
82.1
|
|
$
135.7
|
|
$
82.1
|
SUPPLEMENTAL DATA
You should read the following information in conjunction with
our audited consolidated financial statements and notes thereto as
of and for the year ended December 31,
2023, as well as our audited consolidated financial
statements and notes thereto for the year ended December 31, 2022.
Revenue Growth
The following tables summarize the revenue growth in our
segments for the periods indicated:
|
|
Three months ended
December 31, 2023
|
|
|
|
Contribution
from
Acquisitions
|
|
|
Organic
Growth
|
|
|
Foreign
Exchange
|
|
|
Total Revenue
Growth
|
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
0.8
|
%
|
|
5.2
|
%
|
|
—
|
%
|
|
5.9
|
%
|
USA
|
|
(4.4)
|
|
|
3.5
|
|
|
0.3
|
|
|
(0.7)
|
|
Solid Waste
|
|
(2.9)
|
|
|
4.0
|
|
|
0.2
|
|
|
1.3
|
|
Environmental
Services
|
|
11.5
|
|
|
1.5
|
|
|
0.1
|
|
|
13.0
|
|
Total
|
|
(0.3)
|
%
|
|
3.5
|
%
|
|
0.2
|
%
|
|
3.4
|
%
|
|
|
Year ended
December 31, 2023
|
|
|
|
Contribution
from
Acquisitions
|
|
|
Organic
Growth
|
|
|
Foreign
Exchange
|
|
|
Total Revenue
Growth
|
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
2.5
|
%
|
|
5.8
|
%
|
|
—
|
%
|
|
8.4
|
%
|
USA
|
|
0.6
|
|
|
6.1
|
|
|
3.8
|
|
|
10.4
|
|
Solid Waste
|
|
1.2
|
|
|
6.0
|
|
|
2.6
|
|
|
9.8
|
|
Environmental
Services
|
|
9.2
|
|
|
7.2
|
|
|
0.8
|
|
|
17.1
|
|
Total
|
|
2.6
|
%
|
|
6.3
|
%
|
|
2.3
|
%
|
|
11.2
|
%
|
Detail of Solid Waste Organic Growth
The following table summarizes the components of our Solid Waste
organic growth for the periods indicated:
|
|
Three months
ended
December 31,
2023
|
|
|
Year ended
December 31,
2023
|
|
Price
|
|
7.9
|
%
|
|
9.8
|
%
|
Surcharges
|
|
(0.8)
|
|
|
(0.8)
|
|
Volume
|
|
(3.6)
|
|
|
(2.3)
|
|
Commodity
price
|
|
0.5
|
|
|
(0.6)
|
|
Total Solid Waste
organic growth
|
|
4.0
|
%
|
|
6.0
|
%
|
Operating Segment Results
The following tables summarize our operating segment results for
the periods indicated:
|
|
Three months
ended
December 31,
2023
|
|
|
Three months
ended
December 31,
2022
|
|
($
millions)
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted
EBITDA
Margin(2)
|
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted
EBITDA
Margin(2)
|
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
467.3
|
|
$
128.3
|
|
27.5
|
%
|
|
$
440.5
|
|
$
117.6
|
|
26.7
|
%
|
USA
|
|
1,044.3
|
|
336.2
|
|
32.2
|
|
|
1,052.2
|
|
303.8
|
|
28.9
|
|
Solid Waste
|
|
1,511.6
|
|
464.5
|
|
30.7
|
|
|
1,492.7
|
|
421.4
|
|
28.2
|
|
Environmental
Services
|
|
371.2
|
|
89.2
|
|
24.0
|
|
|
328.5
|
|
73.0
|
|
22.2
|
|
Corporate
|
|
—
|
|
(61.5)
|
|
—
|
|
|
—
|
|
(54.6)
|
|
—
|
|
Total
|
|
$ 1,882.8
|
|
$
492.2
|
|
26.1
|
%
|
|
$ 1,821.2
|
|
$
439.8
|
|
24.1
|
%
|
|
|
Year ended
December 31,
2023
|
|
|
Year ended
December 31,
2022
|
|
($
millions)
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted
EBITDA
Margin(2)
|
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted
EBITDA
Margin(2)
|
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$ 1,819.2
|
|
$
499.3
|
|
27.4
|
%
|
|
$ 1,678.2
|
|
$
451.5
|
|
26.9
|
%
|
USA
|
|
4,233.4
|
|
1,365.9
|
|
32.3
|
|
|
3,834.2
|
|
1,149.5
|
|
30.0
|
|
Solid Waste
|
|
6,052.6
|
|
1,865.2
|
|
30.8
|
|
|
5,512.4
|
|
1,601.0
|
|
29.0
|
|
Environmental
Services
|
|
1,462.9
|
|
382.8
|
|
26.2
|
|
|
1,248.9
|
|
307.4
|
|
24.6
|
|
Corporate
|
|
—
|
|
(244.3)
|
|
—
|
|
|
—
|
|
(187.6)
|
|
—
|
|
Total
|
|
$ 7,515.5
|
|
$ 2,003.7
|
|
26.7
|
%
|
|
$ 6,761.3
|
|
$ 1,720.8
|
|
25.5
|
%
|
|
|
(1)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(2)
|
See "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
Net Leverage
The following table presents the calculation of Net Leverage as
at the dates indicated:
($
millions)
|
|
December 31,
2023
|
|
December 31,
2022
|
Total long-term debt,
net of derivative asset(1)
|
|
$
8,816.9
|
|
$
9,208.5
|
Deferred finance costs
and other adjustments
|
|
(17.7)
|
|
(43.5)
|
Total long-term debt
excluding deferred finance costs and other adjustments
|
|
$
8,834.6
|
|
$
9,252.0
|
Less: cash
|
|
(135.7)
|
|
(82.1)
|
|
|
8,698.9
|
|
9,169.9
|
|
|
|
|
|
Trailing twelve months
Adjusted EBITDA(2)
|
|
2,003.7
|
|
1,720.8
|
Run-Rate EBITDA
Adjustments(3)
|
|
98.3
|
|
106.0
|
Run-Rate
EBITDA(3)
|
|
$
2,102.0
|
|
$
1,826.8
|
|
|
|
|
|
Net
Leverage(2)
|
|
4.14x
|
|
5.02x
|
|
|
(1)
|
Total long-term debt
includes derivative asset reclassified for financial statement
presentation purposes to other long-term assets, refer to Note 10
in our Annual Financial Statements.
|
(2)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(3)
|
See "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures and ratios.
|
Shares Outstanding
The following table presents the total shares outstanding as at
the date indicated:
|
|
December 31,
2023
|
Subordinate voting
shares
|
|
359,349,904
|
Multiple voting
shares
|
|
11,812,964
|
Basic shares
outstanding
|
|
371,162,868
|
Effect of dilutive
instruments
|
|
8,319,830
|
Series A Preferred
Shares (as converted)
|
|
29,852,738
|
Series B Preferred
Shares (as converted)
|
|
7,716,995
|
Diluted shares
outstanding
|
|
417,052,431
|
NON-IFRS RECONCILIATION SCHEDULE
Adjusted EBITDA
The following tables provide a reconciliation of our net (loss)
income from continuing operations to EBITDA and Adjusted EBITDA for
the periods indicated:
($
millions)
|
|
Three months
ended
December 31,
2023
|
|
Three months
ended
December 31,
2022
|
Net loss from
continuing operations
|
|
$
(62.1)
|
|
$
(219.1)
|
Add:
|
|
|
|
|
Interest and other
finance costs
|
|
160.5
|
|
148.6
|
Depreciation of
property and equipment
|
|
284.5
|
|
271.8
|
Amortization of
intangible assets
|
|
105.6
|
|
133.5
|
Income tax
recovery
|
|
(18.9)
|
|
(30.6)
|
EBITDA
|
|
469.6
|
|
304.2
|
Add:
|
|
|
|
|
Gain
on foreign
exchange(1)
|
|
(68.3)
|
|
(31.6)
|
Loss on sale of
property and equipment
|
|
—
|
|
14.8
|
Mark-to-market loss on
Purchase Contracts(2)
|
|
—
|
|
124.6
|
Share of net loss
(income) of investments accounted for using the equity
method
|
|
12.7
|
|
(6.2)
|
Share-based
payments(3)
|
|
68.1
|
|
15.1
|
Transaction
costs(5)
|
|
14.5
|
|
18.1
|
Acquisition,
rebranding and other integration costs(6)
|
|
1.3
|
|
6.1
|
Other
|
|
(5.7)
|
|
(5.3)
|
Adjusted
EBITDA
|
|
$
492.2
|
|
$
439.8
|
($
millions)
|
|
Year ended
December 31,
2023
|
|
Year ended
December 31,
2022
|
Net income (loss) from
continuing operations
|
|
$
32.2
|
|
$
(183.2)
|
Add:
|
|
|
|
|
Interest and other
finance costs
|
|
627.2
|
|
489.3
|
Depreciation of
property and equipment
|
|
1,004.4
|
|
1,003.9
|
Amortization of
intangible assets
|
|
485.3
|
|
515.6
|
Income tax expense
(recovery)
|
|
159.9
|
|
(176.1)
|
EBITDA
|
|
2,309.0
|
|
1,649.5
|
Add:
|
|
|
|
|
(Gain) loss on foreign
exchange(1)
|
|
(72.9)
|
|
217.7
|
(Gain) loss on sale of
property and equipment
|
|
(13.1)
|
|
4.7
|
Mark-to-market loss
(gain) on Purchase Contracts(2)
|
|
104.3
|
|
(266.8)
|
Share of net loss
(income) of investments accounted for using the equity
method
|
|
61.6
|
|
(20.7)
|
Share-based
payments(3)
|
|
124.8
|
|
53.3
|
Gain on
divestiture(4)
|
|
(580.5)
|
|
(4.9)
|
Transaction
costs(5)
|
|
78.4
|
|
55.0
|
Acquisition,
rebranding and other integration costs(6)
|
|
15.3
|
|
25.8
|
Other
|
|
(23.2)
|
|
7.2
|
Adjusted
EBITDA
|
|
$
2,003.7
|
|
$
1,720.8
|
|
|
(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 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.
|
Adjusted Net Income (Loss) from Continuing Operations
The following tables provide a reconciliation of our net (loss)
income from continuing operations to Adjusted Net Income (Loss)
from continuing operations for the periods indicated:
($
millions)
|
|
Three months
ended
December 31,
2023
|
|
Three months
ended
December 31,
2022
|
Net loss from
continuing operations
|
|
$
(62.1)
|
|
$
(219.1)
|
Add:
|
|
|
|
|
Amortization of
intangible assets(1)
|
|
105.6
|
|
133.5
|
ARO discount rate
depreciation adjustment(2)
|
|
(0.4)
|
|
—
|
Incremental
depreciation of property and equipment due to
recapitalization
|
|
—
|
|
4.5
|
Amortization of
deferred financing costs
|
|
5.0
|
|
3.5
|
Gain on foreign
exchange(3)
|
|
(68.3)
|
|
(31.6)
|
Mark-to-market loss on
Purchase Contracts(4)
|
|
—
|
|
124.6
|
Share of net loss
(income) of investments accounted for using the equity
method
|
|
12.7
|
|
(6.2)
|
Transaction
costs(6)
|
|
14.5
|
|
18.1
|
Acquisition,
rebranding and other integration costs(7)
|
|
1.3
|
|
6.1
|
TEU amortization
expense
|
|
—
|
|
0.2
|
Other
|
|
(5.7)
|
|
(5.3)
|
Tax
effect(8)
|
|
14.4
|
|
(36.2)
|
Adjusted Net Income
(Loss) from continuing operations
|
|
$
17.0
|
|
$
(7.9)
|
Adjusted income
(loss) per share from continuing operations,
basic and diluted
|
|
$
0.05
|
|
$
(0.02)
|
($
millions)
|
|
Year ended
December 31,
2023
|
|
Year ended
December 31,
2022
|
Net income (loss) from
continuing operations
|
|
$
32.2
|
|
$
(183.2)
|
Add:
|
|
|
|
|
Amortization of
intangible assets(1)
|
|
485.3
|
|
515.6
|
ARO discount rate
depreciation adjustment(2)
|
|
4.4
|
|
7.8
|
Incremental
depreciation of property and equipment due to
recapitalization
|
|
7.5
|
|
18.0
|
Amortization of
deferred financing costs
|
|
18.5
|
|
12.7
|
(Gain) loss on foreign
exchange(3)
|
|
(72.9)
|
|
217.7
|
Mark-to-market loss
(gain) on Purchase Contracts(4)
|
|
104.3
|
|
(266.8)
|
Share of net loss
(income) of investments accounted for using the equity
method
|
|
61.6
|
|
(20.7)
|
Gain on
divestiture(5)
|
|
(580.5)
|
|
(4.9)
|
Transaction
costs(6)
|
|
78.4
|
|
55.0
|
Acquisition,
rebranding and other integration costs(7)
|
|
15.3
|
|
25.8
|
TEU amortization
expense
|
|
0.1
|
|
1.1
|
Other
|
|
(23.2)
|
|
7.2
|
Tax
effect(8)
|
|
227.7
|
|
(207.2)
|
Adjusted Net Income
from continuing operations
|
|
$
358.7
|
|
$
178.1
|
Adjusted income per
share from continuing operations, basic and diluted
|
|
$
0.97
|
|
$
0.49
|
|
|
(1)
|
This is a non-cash
item and consists of the amortization of intangible assets such as
customer lists, municipal contracts, non-compete agreements, trade
name and other licenses.
|
(2)
|
This is a non-cash
item and consists of depreciation expense related to the difference
between the ARO calculated using the credit adjusted risk-free
discount rate required for measurement of the ARO through purchase
accounting compared to the risk-free discount rate required for
quarterly valuations.
|
(3)
|
Consists of (i)
non-cash gains and losses on foreign exchange and interest rate
swaps entered into in connection with our debt instruments and (ii)
gains and losses attributable to foreign exchange rate
fluctuations.
|
(4)
|
This is a non-cash
item that consists of the fair value "mark-to-market" adjustment on
the Purchase Contracts.
|
(5)
|
Consists of gain
resulting from the divestiture of certain assets and three non-core
U.S. Solid Waste businesses.
|
(6)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part of
SG&A.
|
(7)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(8)
|
Consists of the tax
effect of the adjustments to net income (loss) from continuing
operations.
|
Adjusted Cash Flows from Operating Activities and Adjusted
Free Cash Flow
The following tables provide a reconciliation of our cash flows
from operating activities to Adjusted Cash Flows from Operating
Activities and Adjusted Free Cash Flow for the periods
indicated:
($
millions)
|
|
Three months
ended
December 31,
2023
|
|
Three months
ended
December 31,
2022
|
Cash flows from
operating activities
|
|
$
401.4
|
|
$
403.0
|
Add:
|
|
|
|
|
Transaction
costs(2)
|
|
14.5
|
|
18.1
|
Acquisition,
rebranding and other integration costs(3)
|
|
1.3
|
|
6.1
|
Cash interest paid on
TEUs(5)
|
|
—
|
|
0.3
|
Cash taxes related to
divestitures
|
|
141.5
|
|
—
|
Adjusted Cash Flows
from Operating Activities
|
|
558.7
|
|
427.5
|
Proceeds on disposal
of assets and other(6)
|
|
10.8
|
|
35.5
|
Purchase of property
and equipment(7)
|
|
(225.3)
|
|
(237.3)
|
Investment in joint
ventures(8)
|
|
(17.6)
|
|
(4.6)
|
Adjusted Free Cash
Flow (including incremental growth investments)
|
|
326.6
|
|
221.1
|
Incremental growth
investments(9)
|
|
145.0
|
|
—
|
Adjusted Free Cash
Flow
|
|
$
471.6
|
|
$
221.1
|
($
millions)
|
|
Year ended
December 31,
2023
|
|
Year ended
December 31,
2022
|
Cash flows from
operating activities
|
|
$
980.4
|
|
$
1,096.3
|
Less:
|
|
|
|
|
Operating cash flows
from discontinued operations(1)
|
|
—
|
|
(35.4)
|
Cash flows from
operating activities (excluding discontinued operations)
|
|
980.4
|
|
1,131.7
|
Add:
|
|
|
|
|
Transaction
costs(2)
|
|
78.4
|
|
55.0
|
Acquisition,
rebranding and other integration costs(3)
|
|
15.3
|
|
25.8
|
M&A related net
working capital investment(4)
|
|
—
|
|
4.8
|
Cash interest paid on
TEUs(5)
|
|
0.2
|
|
2.0
|
Cash taxes related to
divestitures
|
|
390.1
|
|
—
|
Adjusted Cash Flows
from Operating Activities
|
|
1,464.4
|
|
1,219.3
|
Proceeds on disposal
of assets and other(6)
|
|
61.8
|
|
140.1
|
Purchase of property
and equipment(7)
|
|
(1,055.1)
|
|
(772.9)
|
Investment in joint
ventures(8)
|
|
(44.9)
|
|
(47.6)
|
Adjusted Free Cash
Flow (including incremental growth investments)
|
|
426.2
|
|
538.9
|
Incremental growth
investments(9)
|
|
275.0
|
|
152.4
|
Adjusted Free Cash
Flow
|
|
$
701.2
|
|
$
691.3
|
|
|
(1)
|
Consists of
operating cash flows from discontinued operations. As at December
31, 2022, GFL Infrastructure was presented as discontinued
operations. Refer to Note 25 in our Annual Financial
Statements.
|
(2)
|
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.
|
(3)
|
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.
|
(4)
|
Consists of net
non-cash working capital in the period in relation to
acquisitions.
|
(5)
|
Consists of interest
paid in cash on the Amortizing Notes.
|
(6)
|
Consists of proceeds
from divestitures, excluding proceeds received from the divestiture
of three non-core U.S. Solid Waste businesses.
|
(7)
|
Excludes purchase of
property and equipment and intangible assets for GFL
Infrastructure, which was presented as discontinued operations, of
$nil for the year ended December 31, 2023 and $nil and $7.2 million
for the year ended December 31, 2022, respectively. Refer to Note
25 in our Annual Financial Statements.
|
(8)
|
Consists of initial
capital investment for the development and construction of
renewable natural gas ("RNG") facilities operated as joint
ventures.
|
(9)
|
Consists of
incremental sustainability related capital projects, primarily
related to recycling and RNG.
|
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SOURCE GFL Environmental Inc.