Fourth Quarter 2024 Results and Full Year 2024
Highlights
- Fourth quarter revenue, Adjusted EBITDA1 and
Adjusted Free Cash Flow1 all ahead of
expectations
- Fourth quarter Adjusted EBITDA margin1 expanded
by 300 basis points for second consecutive quarter
- Fourth quarter Solid Waste volumes improved sequentially by
310 basis points, ahead of expectations
- Full year revenue of $7,862.0
million, increase of 8.8% excluding the impact of
divestitures (4.6% including the impact of divestitures)
- Full year Adjusted EBITDA1 of $2,250.5 million, increase of 12.3%;
Adjusted Net Income1 of $321.3
million; Net loss of $737.7
million
- Full year Adjusted EBITDA margin1 of
28.6%, 190 basis points increase over the prior year
- Full year Adjusted Free Cash Flow1 of
$820.3 million, increase of 17%; cash
flow from operating activities of $1,540.2
million
Guidance for 20252
- Revenue is estimated to be approximately $8,425 million including contribution from
Environmental Services ("ES") (between $6,500 million and $6,550
million excluding contribution from ES)
- Adjusted EBITDA2 is estimated to be approximately
$2,500 million including contribution
from ES (between $1,925 million
and $1,950 million excluding
contribution from ES)
- Adjusted Free Cash Flow2 is estimated to be
between $950 million and $975 million including contribution from ES
(approximately $750 million excluding
contribution from ES)
- Guidance does not include contribution from any incremental
M&A
VAUGHAN,
ON, Feb. 24, 2025 /PRNewswire/ - GFL
Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL", "we" or "our")
today announced its results for the fourth quarter and full year
2024, as well as guidance for full year 2025.
"Our more than 20,000 employees delivered another year of
results that exceeded our expectations," said Patrick Dovigi, Founder and Chief Executive
Officer of GFL. "The continued strong execution of our value
creation strategies drove industry-leading organic Solid Waste
growth of 7.0% and Adjusted EBITDA margin1 expansion of
190 basis points in the fourth quarter. Our results are a testament
to our profitability focused strategic initiatives that we are
implementing across the portfolio. We also finished the year with
Net Leverage1 of 3.85x on a constant currency
basis."
Mr. Dovigi continued, "In January we announced a definitive
agreement for the sale of our Environmental Services business at an
$8 billion valuation, substantially
above our initial expectations. Our equity stake in the business
also allows us to participate in the expected continued value
creation from these high-quality assets. We are on target to close
the transaction effective March 1,
2025. The transaction will allow us to materially de-lever
our balance sheet and accelerate our path to an investment grade
credit rating. In addition we will have the optionality to deploy
incremental capital across organic growth initiatives, solid waste
M&A, and higher return of capital to shareholders through share
repurchases and higher dividends, while maintaining targeted Net
Leverage1 in the low 3's."
"We have built a best-in-class North American platform that we
will continue to optimize. Based on our strong results in 2024 and
outlook for 2025, we believe we are uniquely positioned for
continued industry leading organic growth over the near to medium
term. The reignition of our M&A program as well as
opportunistic share buy backs are also expected to be significant
drivers of equity value creation. We look forward to sharing
additional details on our longer-term views for strategic growth of
the business at our upcoming Investor Day on February 27 at the New York Stock Exchange."
GFL also announced that effective today, Blake Sumler, a representative of Ontario
Teachers' Pension Plan, has stepped down from the Board of
Directors. "I want to thank Blake for his advice and counsel as a
director of the Company and Teachers for their continued support
since their initial investment in 2018."
Fourth Quarter Results
- Revenue of $1,985.9 million in
the fourth quarter of 2024, increase of 8.2% excluding the impact
of divestitures (5.5% including the impact of divestitures),
compared to the fourth quarter of 2023.
- Solid Waste revenue of $1,571.2
million, including 6.0% from core pricing and 2.3% from
positive volume.3
- Environmental Services revenue of $414.7
million, compared to $424.3
million in the prior year period which included
approximately $12.9 million of
revenue associated with an unseasonably high level of large event
driven business, $5.5 million from
lower used motor oil selling prices and $6.5
million from lower soil volumes. Excluding these impacts,
revenue increased by 3.1%.
- Adjusted EBITDA1 increased by 17.4% to $577.8 million in the fourth quarter of 2024,
compared to $492.2 million in the
fourth quarter of 2023. Adjusted EBITDA margin1 was
29.1% in the fourth quarter of 2024, compared to 26.1% in the
fourth quarter of 2023. Solid Waste Adjusted EBITDA
margin1 was 33.4% in the fourth quarter of 2024,
compared to 30.7% in the fourth quarter of 2023. Environmental
Services Adjusted EBITDA margin1 was 28.9% in the fourth
quarter of 2024, compared to 25.0% in the fourth quarter of
2023.
- Net loss was $199.5 million in
the fourth quarter of 2024, compared to $62.1 million in the fourth quarter of 2023.
- Adjusted Free Cash Flow1 was $360.1 million in the fourth quarter of 2024,
compared to $471.6 million in the
fourth quarter of 2023. The decrease of $111.5 million was predominantly due to an
increase of cash capex net of incremental growth investments
and an investment in working capital, partially offset by an
increase in EBITDA1.
Year to Date Results
- Revenue of $7,862.0 million for
the year ended December 31, 2024, an
increase of 8.8% excluding the impact of divestitures (4.6%
including the impact of divestitures), compared to the year ended
December 31, 2023.
- Solid Waste revenue of $6,138.8
million, including 6.5% from core pricing, partially offset
by volume decreases of 0.8%.3
- Environmental Services revenue of $1,723.2 million, compared to $1,690.1 million in the prior year period which
included approximately $94.7 million
of revenue associated with an unseasonably high level of large
event driven business. Excluding the impact of this outsized
activity in the prior year period, revenue increased by 7.5%.
- Adjusted EBITDA1 increased by 15.0% excluding the
impact of divestitures (12.3% including the impact of divestitures)
to $2,250.5 million for the year
ended December 31, 2024, compared to
the year ended December 31, 2023.
Adjusted EBITDA margin1 was 28.6% for the year ended
December 31, 2024, compared to 26.7%
for the year ended December 31, 2023.
Solid Waste Adjusted EBITDA margin1 was 32.9% for the
year ended December 31, 2024,
compared to 30.7% for the year ended December 31, 2023. Environmental Services
Adjusted EBITDA margin1 was 28.5% for the year ended
December 31, 2024, compared to 27.1%
for the year ended December 31,
2023.
- Net loss was $737.7 million for
the year ended December 31, 2024,
compared to net income of $32.2
million for the year ended December
31, 2023. Net loss includes a non-cash loss resulting from
the divestiture of certain U.S. assets completed in the current
period.
- Adjusted Free Cash Flow1 was $820.3 million for the year ended December 31, 2024, compared to $701.2 million for the year ended December 31, 2023. The increase of $119.1 million was predominantly due to an
increase in EBITDA and a reduction in cash interest paid, partially
offset by an increase in cash capex net of incremental growth
investments and an investment in working capital.
Guidance for 20252
GFL also provided its guidance for 2025.
- Revenue is estimated to be approximately $8,425 million including contribution from
Environmental Services (between $6,500
million and $6,550 million
excluding contribution from Environmental Services).
- Full year Solid Waste core pricing of 5.25% to 5.50%,
surcharges of (0.1%), volume of (0.25%) to 0.25%, and commodity
price impact of (0.2%).
- Environmental Services organic growth of 8.7% to 9.7%.
- Revenue from net M&A contribution of (0.7%) ((0.8%)
excluding contribution from Environmental Services).
- Changes in foreign exchange resulting in approximately 1.8%
revenue growth (2.0% excluding contribution from Environmental
Services).
- Adjusted EBITDA2 is estimated to be approximately
$2,500 million including contribution
from Environmental Services (between $1,925
million and $1,950 million
excluding contribution from Environmental Services).
- Full year Adjusted EBITDA margin2 is expected to be
approximately 29.7%, increase of 110 basis points (approximately
29.7%, increase of 100 basis points, excluding contribution from
Environmental Services).
- Adjusted Free Cash Flow2 is estimated to be between
$950 million and $975 million including contribution from
Environmental Services (approximately $750
million excluding contribution from Environmental
Services).
- Full year net capex is expected to be between $890 million and $915
million including Environmental Services (between
$700 million and $725 million excluding Environmental
Services).
- Full year net capex excludes approximately $325 million of incremental growth capital
expected to be deployed in 2025 related to renewable natural gas
projects, material recycling facilities and other infrastructure
primarily related to opportunities arising under extended producer
responsibility legislation.
- Full year cash interest is expected to be approximately
$550 million including Environmental
Services (approximately $350 million
excluding Environmental Services).
- Net Leverage2 is estimated to be 3.6x by the end of
2025 including contribution from Environmental Services (2.9x
excluding contribution from Environmental Services), resulting from
growth in Adjusted EBITDA2 and Adjusted Free Cash
Flow2.
The 2025 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 2025 are certain current assumptions, including,
among others, closing of the Environmental Services business on
existing terms, the use of net proceeds from such sale for
deleveraging and for share repurchases and no changes to the
current economic environment, including fuel and commodities. The
2025 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".
Sustainability Initiatives
We recently increased our GHG emissions reduction target to
a 30% absolute reduction in scope 1 and 2 emissions by 2030 from a
2021 base year. We derived our increased target level by aligning
with science-aligned pathways for 3 distinct sources of emissions
in our operations. We are the first in our industry to adopt
this hybrid approach to setting targets that we believe is the best
approach to ensure that our target is both achievable and aligned
with science. We also published our first Climate Report aligned
with the recommendations of the Task Force on Climate-related
Financial Disclosures ("TCFD"). Our 2023 Sustainability Report and
our Climate Report are available on our website by clicking
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)
|
Information
contained in the section titled "Guidance for 2025"
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 2024 Results for the equivalent historical non-IFRS
measure.
|
(3)
|
Reflects pro forma
adjustments to remove the contribution of three non-core U.S Solid
Waste businesses that were divested in Fiscal 2023 and one
divestiture in the current year. Refer to "Supplemental Data" for
details.
|
|
|
Q4 2024 Earnings Call
GFL will host a conference call related to our
fourth quarter and full year 2024 earnings and our 2025
guidance on February 25, 2025 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:
828450) 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=4b1bbc9e&confId=76241.
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 11, 2025 by
dialing 1-226-828-7578 in Canada
or 1-866-813-9403 in the United
States (access code: 631068).
2025 Investor Day
The Company will host its 2025 Investor Day on Thursday, February 27, 2025, at the New York
Stock Exchange in New York City.
The event is scheduled to begin at 9:00 am
Eastern Time and will showcase members of senior management
who will discuss the Company's growth strategies, capital
allocation plan, sustainability initiatives and financial
objectives, followed by a question and answer session.
The event is by invitation only and registration is required.
Analysts and institutional investors interested in attending the
event in person or virtually can register here. Following the
event, a webcast recording with accompanying slides will be
available at investors.gflenv.com.
Annual Report
GFL also announced that on or about February 27, 2025, 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, 2024 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 approximately 20,000
employees.
For more information, visit the GFL web site at gflenv.com. To
subscribe for investor email alerts please visit
investors.gflenv.com or click here.
Forward-Looking Information
This release includes certain "forward-looking statements" and
"forward-looking information" (collectively, "forward-looking
information") within the meaning of applicable U.S. and Canadian
securities laws, respectively. Forward-looking information includes
all statements that do not relate solely to historical or current
facts and may relate to our future outlook, financial guidance and
anticipated events or results and may include statements regarding
our financial performance, financial condition or results, business
strategy, growth strategies, budgets, operations and services.
Particularly, statements regarding our expectations of future
results, performance, achievements, prospects or opportunities, the
markets in which we operate, potential asset sales, potential
deleveraging transactions, potential share repurchases or potential
strategic transactions are forward-looking information. In some
cases, forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "targets", "expects"
or "does not expect", "is expected", "an opportunity exists",
"budget", "scheduled", "estimates", "outlook", "forecasts",
"projection", "prospects", "strategy", "intends", "anticipates",
"does not anticipate", "believes", or "potential" or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "would", "might", "will", "will be
taken", "occur" or "be achieved", although not all forward-looking
information includes those words or phrases. In addition, any
statements that refer to expectations, intentions, projections,
guidance, potential or other characterizations of future events or
circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts nor
assurances of future performance but instead represent management's
expectations, estimates and projections regarding future events or
circumstances. Without limiting the foregoing, there can be no
assurance that GFL will complete the proposed sale of its
Environmental Services business or if so that the pre or after tax
proceeds to GFL or any consequential debt repayment will be in an
amount or on terms as favorable to GFL as is anticipated by such
forward looking information, or that GFL undertakes any share
buy-back or if so as to the size, price or other terms thereof or
its success.
Forward-looking information is based on our opinions, estimates
and assumptions that we considered appropriate and reasonable as of
the date such information is stated, is subject to known and
unknown risks, uncertainties, assumptions and other important
factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to certain assumptions set out herein in the
section titled "Guidance for 2025"; 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 complete the sale of the Environmental Services business
on existing terms; our ability to use the proceeds of any such sale
for deleveraging or potential share repurchases; currency exchange
and interest rates; commodity price fluctuations; our ability to
implement price increases and surcharges; changes in waste volumes;
labour, supply chain and transportation constraints; inflationary
cost pressures; fuel supply and fuel price fluctuations; our
ability to maintain a favourable working capital position; the
impact of competition; the changes and trends in our industry or
the global economy; and changes in laws, rules, regulations, and
global standards. Other important factors that could materially
affect our forward-looking information can be found in the "Risk
Factors" section of GFL's annual information form for the year
ended December 31, 2024 and GFL's
other periodic filings with the U.S. Securities and Exchange
Commission and the securities commissions or similar regulatory
authorities in Canada.
Shareholders, potential investors and other readers are urged to
consider these risks carefully in evaluating our forward-looking
information and are cautioned not to place undue reliance on such
information. There can be no assurance that the underlying
opinions, estimates and assumptions will prove to be correct.
Although we have attempted to identify important risk factors that
could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors not currently known to us or that we currently believe are
not material that could also cause actual results or future events
to differ materially from those expressed in such forward-looking
information. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information. The
forward-looking information contained in this release represents
our expectations as of the date of this release (or as the date it
is otherwise stated to be made), and is subject to change after
such date. However, we disclaim any intention or obligation or
undertaking to update or revise any forward-looking information
whether as a result of new information, future events or otherwise,
except as required under applicable U.S. or Canadian securities
laws. The purpose of disclosing our financial outlook set out in
this release is to provide investors with more information
concerning the financial impact of our business initiatives and
growth strategies.
Non-IFRS Measures
This release makes reference to certain non-IFRS measures. These
measures are not recognized measures under IFRS and do not have a
standardized meaning prescribed by IFRS and are therefore unlikely
to be comparable to similar measures presented by other companies.
Accordingly, these measures should not be considered in isolation
nor as a substitute for analysis of our financial information
reported under IFRS. Rather, these non-IFRS measures are used to
provide investors with supplemental measures of our operating
performance and thus highlight trends in our core business that may
not otherwise be apparent when relying solely on IFRS measures. We
also believe that securities analysts, investors and other
interested parties frequently use non-IFRS measures in the
evaluation of issuers. Our management also uses non-IFRS measures
in order to facilitate operating performance comparisons from
period to period, to prepare annual operating budgets and forecasts
and to determine components of management compensation.
EBITDA represents, for the applicable period, net income (loss)
plus (a) interest and other finance costs, plus
(b) depreciation and amortization of property and equipment,
landfill assets and intangible assets, plus (less)
(c) the provision (recovery) for income taxes, in each case to
the extent deducted or added to/from net income (loss). We present
EBITDA to assist readers in understanding the mathematical
development of Adjusted EBITDA. Management does not use EBITDA as a
financial performance metric.
Adjusted EBITDA is a supplemental measure used by management and
other users of our financial statements including, our lenders and
investors, to assess the financial performance of our business
without regard to financing methods or capital structure.
Adjusted EBITDA is also a key metric that management uses prior to
execution of any strategic investing or financing opportunity. For
example, management uses Adjusted EBITDA as a measure in
determining the value of acquisitions, expansion opportunities, and
dispositions. In addition, Adjusted EBITDA is utilized by financial
institutions to measure borrowing capacity. Adjusted EBITDA is
calculated by adding and deducting, as applicable from EBITDA,
certain expenses, costs, charges or benefits incurred in such
period which in management's view are either not indicative of
underlying business performance or impact the ability to assess the
operating performance of our business, including: (a) (gain)
loss on foreign exchange, (b) (gain) loss on sale of property and
equipment, (c) mark-to-market (gain) loss on Purchase Contracts,
(d) share of net (income) loss of investments accounted for using
the equity method for associates, (e) share-based payments,
(f) (gain) loss on divestiture, (g) transaction costs, (h)
acquisition, rebranding and other integration costs (included in
cost of sales related to acquisition activity), (i) Founder/CEO
remuneration and (j) other. For the year ended December 31, 2024, Founder/CEO remuneration has
been added back to EBITDA. We use Adjusted EBITDA to facilitate a
comparison of our operating performance on a consistent basis
reflecting factors and trends affecting our business. As we
continue to grow our business, we may be faced with new events or
circumstances that are not indicative of our underlying business
performance or that impact the ability to assess our operating
performance.
Adjusted EBITDA margin represents Adjusted EBITDA divided by
revenue. Management and other users of our financial statements
including our lenders and investors use Adjusted EBITDA margin to
facilitate a comparison of the operating performance of each of our
operating segments on a consistent basis reflecting factors and
trends affecting our business.
Acquisition EBITDA represents, for the applicable period,
management's estimates of the annual Adjusted EBITDA of an acquired
business, based on its most recently available historical financial
information at the time of acquisition, as adjusted to give effect
to (a) the elimination of expenses related to the prior owners and
certain other costs and expenses that are not indicative of the
underlying business performance, if any, as if such business had
been acquired on the first day of such period and (b) contract and
acquisition annualization for contracts entered into and
acquisitions completed by such acquired business prior to our
acquisition (collectively, "Acquisition EBITDA Adjustments").
Further adjustments are made to such annual Adjusted EBITDA to
reflect estimated operating cost savings and synergies, if any,
anticipated to be realized upon acquisition and integration of the
business into our operations. Acquisition EBITDA is calculated net
of divestitures. We use Acquisition EBITDA for the acquired
businesses to adjust our Adjusted EBITDA to include a proportional
amount of the Acquisition EBITDA of the acquired businesses based
upon the respective number of months of operation for such period
prior to the date of our acquisition of each such business.
Adjusted Cash Flows from Operating Activities represents cash
flows from operating activities adjusted for (a) transaction costs,
(b) acquisition, rebranding and other integration costs, (c)
Founder/CEO remuneration, (d) cash interest paid on TEUs, (e) cash
taxes related to divestitures and (f) distribution received from
joint ventures. Adjusted Cash Flows from Operating Activities is a
supplemental measure used by investors as a valuation and liquidity
measure in our industry. For the year ended December 31, 2024, Founder/CEO remuneration and
distributions received from joint ventures have been added back to
Adjusted Cash Flows from Operating Activities. These amounts were
not paid or received, as applicable, in prior periods. Adjusted
Cash Flows from Operating Activities is a supplemental measure used
by management to evaluate and monitor liquidity and the ongoing
financial performance of GFL.
Adjusted Free Cash Flow represents Adjusted Cash Flows from
Operating Activities adjusted for (a) proceeds on disposal of
assets and other, (b) purchase of property and equipment and (c)
incremental growth investments. Adjusted Free Cash Flow is a
supplemental measure used by investors as a valuation and liquidity
measure in our industry. Adjusted Free Cash Flow is a supplemental
measure used by management to evaluate and monitor liquidity and
the ongoing financial performance of GFL. For the year ended
December 31, 2024, we excluded
investment in joint ventures and associates from the calculation of
Adjusted Free Cash Flow.
Adjusted Net Income (Loss) represents net income (loss) adjusted
for (a) amortization of intangible assets, (b) ARO discount rate
depreciation adjustment, (c) incremental depreciation of property
and equipment due to recapitalization, (d) amortization of deferred
financing costs, (e) (gain) loss on foreign exchange, (f)
mark-to-market (gain) loss on Purchase Contracts, (g) share of net
(income) loss of investments accounted for using the equity method,
(h) loss on termination of hedged instruments (i) (gain) loss on
divestiture, (j) transaction costs, (k) acquisition, rebranding and
other integration costs, (l) Founder/CEO remuneration, (m) TEU
amortization expense, (n) other and (o) the tax impact of the
forgoing. For the year ended December 31, 2024, we added back the
ARO discount rate depreciation adjustment, the loss on termination
of hedged instruments, Founder/CEO remuneration, and our share of
net loss of investments accounted for using the equity method.
Adjusted income (loss) per share is defined as Adjusted Net Income
(Loss) divided by the weighted average shares in the period. For
the year ended December 31, 2024, Founder/CEO remuneration has been
added back to net income (loss). We believe that Adjusted income
(loss) per share provides a meaningful comparison of current
results to prior periods' results by excluding items that GFL does
not believe reflect its fundamental business performance.
Net Leverage is a supplemental measure used by management to
evaluate borrowing capacity and capital allocation strategies. Net
Leverage is equal to our total long-term debt, as adjusted for fair
value, deferred financings and other adjustments and reduced by our
cash, divided by Run-Rate EBITDA.
Run-Rate EBITDA represents Adjusted EBITDA for the applicable
period as adjusted to give effect to management's estimates of (a)
Acquisition EBITDA Adjustments (as defined above) and (b) the
impact of annualization of certain new municipal and disposal
contracts and cost savings initiatives, entered into, commenced or
implemented, as applicable, in such period, as if such contracts or
costs savings initiatives had been entered into, commenced or
implemented, as applicable, on the first day of such period ((a)
and (b), collectively, "Run-Rate EBITDA Adjustments"). Run-Rate
EBITDA has not been adjusted to take into account the impact of the
cancellation of contracts and cost increases associated with these
contracts. These adjustments reflect monthly allocations of
Acquisition EBITDA for the acquired businesses based on straight
line proration. As a result, these estimates do not take into
account the seasonality of a particular acquired business. While we
do not believe the seasonality of any one acquired business is
material when aggregated with other acquired businesses, the
estimates may result in a higher or lower adjustment to our
Run-Rate EBITDA than would have resulted had we adjusted for the
actual results of each of the acquired businesses for the period
prior to our acquisition. We primarily use Run-Rate EBITDA to show
how GFL would have performed if each of the acquired businesses had
been consummated at the start of the period as well as to show the
impact of the annualization of certain new municipal and disposal
contracts and cost savings initiatives. We also believe that
Run-Rate EBITDA is useful to investors and creditors to monitor and
evaluate our borrowing capacity and compliance with certain of our
debt covenants. Run-Rate EBITDA as presented herein is calculated
in accordance with the terms of our revolving credit agreement.
All references to "$" in this press release are to Canadian
dollars, unless otherwise noted.
For further information:
Patrick Dovigi, Founder and Chief
Executive Officer
+1 905-326-0101
pdovigi@gflenv.com
GFL Environmental Inc.
Consolidated Statements of Operations and Comprehensive
Loss
(In millions of dollars except per share amounts)
(unaudited)
|
|
Three months
ended
December
31,
|
|
Year ended
December
31,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Revenue
|
|
$
1,985.9
|
|
$
1,882.8
|
|
$
7,862.0
|
|
$
7,515.5
|
Expenses
|
|
|
|
|
|
|
|
|
Cost of
sales
|
|
1,606.4
|
|
1,574.1
|
|
6,376.3
|
|
6,246.1
|
Selling, general and
administrative expenses
|
|
263.7
|
|
290.5
|
|
1,029.2
|
|
973.9
|
Interest and other
finance costs
|
|
165.2
|
|
160.5
|
|
674.9
|
|
627.2
|
Loss (gain) on sale of
property and equipment
|
|
2.1
|
|
—
|
|
(2.2)
|
|
(13.1)
|
Loss (gain) on foreign
exchange
|
|
279.8
|
|
(68.3)
|
|
292.0
|
|
(72.9)
|
Mark-to-market loss on
Purchase Contracts
|
|
—
|
|
—
|
|
—
|
|
104.3
|
(Gain) loss on
divestiture
|
|
(12.8)
|
|
—
|
|
481.8
|
|
(580.5)
|
Other
|
|
(1.0)
|
|
(5.7)
|
|
(27.0)
|
|
(23.2)
|
|
|
2,303.4
|
|
1,951.1
|
|
8,825.0
|
|
7,261.8
|
Share of net income
(loss) of investments accounted for using the equity
method
|
|
1.3
|
|
(12.7)
|
|
18.2
|
|
(61.6)
|
(Loss) income before
income taxes
|
|
(316.2)
|
|
(81.0)
|
|
(944.8)
|
|
192.1
|
Current income tax
(recovery) expense
|
|
(67.6)
|
|
(10.5)
|
|
25.4
|
|
357.0
|
Deferred tax
recovery
|
|
(49.1)
|
|
(8.4)
|
|
(232.5)
|
|
(197.1)
|
Income tax (recovery)
expense
|
|
(116.7)
|
|
(18.9)
|
|
(207.1)
|
|
159.9
|
Net (loss)
income
|
|
(199.5)
|
|
(62.1)
|
|
(737.7)
|
|
32.2
|
Less: Net loss
attributable to non-controlling interests
|
|
(10.4)
|
|
(9.9)
|
|
(15.0)
|
|
(13.2)
|
Net (loss) income
attributable to GFL Environmental Inc.
|
|
(189.1)
|
|
(52.2)
|
|
(722.7)
|
|
45.4
|
|
|
|
|
|
|
|
|
|
Items that may be
subsequently reclassified to net (loss) income
|
|
|
|
|
|
|
|
|
Currency translation
adjustment
|
|
429.0
|
|
(129.4)
|
|
544.1
|
|
(171.8)
|
Reclassification to
net income (loss) of fair value movements on cash flow hedges, net
of tax
|
|
1.4
|
|
—
|
|
(4.3)
|
|
—
|
Fair value movements
on cash flow hedges, net of tax
|
|
(32.2)
|
|
2.9
|
|
(44.8)
|
|
28.5
|
Share of other
comprehensive loss of investments accounted for using the equity
method
|
|
—
|
|
—
|
|
(1.2)
|
|
(0.4)
|
Reclassification to
net income (loss) of foreign currency differences on
divestitures
|
|
—
|
|
—
|
|
(26.5)
|
|
22.5
|
Other comprehensive
income (loss)
|
|
398.2
|
|
(126.5)
|
|
467.3
|
|
(121.2)
|
Total comprehensive
income (loss)
|
|
198.7
|
|
(188.6)
|
|
(270.4)
|
|
(89.0)
|
Less: Total
comprehensive income (loss) attributable to non-controlling
interests
|
|
4.8
|
|
(14.9)
|
|
4.8
|
|
(19.2)
|
Total comprehensive
income (loss) attributable to GFL Environmental Inc.
|
|
$
193.9
|
|
$
(173.7)
|
|
$
(275.2)
|
|
$
(69.8)
|
|
|
|
|
|
|
|
|
|
Basic and diluted
loss per share(1)
|
|
$
(0.52)
|
|
$
(0.21)
|
|
$
(2.11)
|
|
$
(0.13)
|
Weighted and diluted
weighted average number of shares outstanding
|
|
393,503,219
|
|
370,651,938
|
|
380,841,299
|
|
369,656,237
|
(1)
|
Basic and diluted
loss per share is calculated on net income (loss) attributable to
GFL Environmental Inc. adjusted for amounts attributable to
preferred shareholders. Refer to Note 14 in our Annual Financial
Statements.
|
GFL Environmental Inc.
Consolidated Statements of Financial Position
(In millions of dollars)
(unaudited)
|
|
|
|
|
|
|
December 31,
2024
|
|
December 31,
2023
|
Assets
|
|
|
|
|
Cash
|
|
$
133.8
|
|
$
135.7
|
Trade and other
receivables, net
|
|
1,175.1
|
|
1,080.0
|
Income taxes
recoverable
|
|
86.0
|
|
47.7
|
Prepaid expenses and
other assets
|
|
300.7
|
|
221.6
|
Current
assets
|
|
1,695.6
|
|
1,485.0
|
|
|
|
|
|
Property and
equipment, net
|
|
7,851.7
|
|
6,980.7
|
Intangible assets,
net
|
|
2,833.2
|
|
3,056.3
|
Investments accounted
for using the equity method
|
|
344.4
|
|
319.0
|
Other long-term
assets
|
|
207.4
|
|
82.9
|
Deferred income tax
assets
|
|
209.3
|
|
64.8
|
Goodwill
|
|
8,065.8
|
|
7,890.5
|
Non-current
assets
|
|
19,511.8
|
|
18,394.2
|
Total
assets
|
|
$
21,207.4
|
|
$
19,879.2
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
1,880.2
|
|
1,679.1
|
Long-term
debt
|
|
1,146.5
|
|
9.7
|
Lease
obligations
|
|
69.4
|
|
59.6
|
Due to related
party
|
|
2.9
|
|
5.8
|
Landfill closure and
post-closure obligations
|
|
51.7
|
|
56.2
|
Current
liabilities
|
|
3,150.7
|
|
1,810.4
|
|
|
|
|
|
Long-term
debt
|
|
8,853.0
|
|
8,827.2
|
Lease
obligations
|
|
477.2
|
|
383.4
|
Other long-term
liabilities
|
|
41.6
|
|
39.1
|
Due to related
party
|
|
—
|
|
2.9
|
Deferred income tax
liabilities
|
|
464.5
|
|
534.0
|
Landfill closure and
post-closure obligations
|
|
998.7
|
|
896.0
|
Non-current
liabilities
|
|
10,835.0
|
|
10,682.6
|
Total
liabilities
|
|
13,985.7
|
|
12,493.0
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
Share
capital
|
|
9,938.0
|
|
9,835.1
|
Contributed
surplus
|
|
151.3
|
|
149.5
|
Deficit
|
|
(3,573.5)
|
|
(2,822.6)
|
Accumulated other
comprehensive income
|
|
462.6
|
|
15.1
|
Total GFL
Environmental Inc.'s shareholders' equity
|
|
6,978.4
|
|
7,177.1
|
Non-controlling
interests
|
|
243.3
|
|
209.1
|
Total shareholders'
equity
|
|
7,221.7
|
|
7,386.2
|
Total liabilities
and shareholders' equity
|
|
$
21,207.4
|
|
$
19,879.2
|
GFL Environmental Inc.
Consolidated Statements of Cash Flows
(In millions of dollars)
(unaudited)
|
|
Three months
ended
December
31,
|
|
Year ended
December
31,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Operating
activities
|
|
|
|
|
|
|
|
|
Net (loss)
income
|
|
$
(199.5)
|
|
$
(62.1)
|
|
$
(737.7)
|
|
$
32.2
|
Adjustments for
non-cash items
|
|
|
|
|
|
|
|
|
Depreciation of
property and equipment
|
|
295.4
|
|
284.5
|
|
1,126.7
|
|
1,004.4
|
Amortization of
intangible assets
|
|
110.9
|
|
105.6
|
|
441.1
|
|
485.3
|
Share of net (income)
loss of investments accounted for using the equity
method
|
|
(1.3)
|
|
12.7
|
|
(18.2)
|
|
61.6
|
(Gain) loss on
divestiture
|
|
(12.8)
|
|
—
|
|
481.8
|
|
(580.5)
|
Other
|
|
(1.0)
|
|
(5.7)
|
|
(27.0)
|
|
(23.2)
|
Interest and other
finance costs
|
|
165.2
|
|
160.5
|
|
674.9
|
|
627.2
|
Share-based
payments
|
|
14.1
|
|
68.1
|
|
104.7
|
|
124.8
|
Loss (gain) on
unrealized foreign exchange on long-term debt and TEUs
|
|
280.3
|
|
(68.6)
|
|
292.3
|
|
(72.1)
|
Loss (gain) on sale of
property and equipment
|
|
2.1
|
|
—
|
|
(2.2)
|
|
(13.1)
|
Mark to market loss on
Purchase Contracts
|
|
—
|
|
—
|
|
—
|
|
104.3
|
Current income tax
(recovery) expense
|
|
(67.6)
|
|
(10.5)
|
|
25.4
|
|
357.0
|
Deferred tax
recovery
|
|
(49.1)
|
|
(8.4)
|
|
(232.5)
|
|
(197.1)
|
Interest paid in cash
on Amortizing Notes component of TEUs
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
Interest paid in cash,
excluding interest paid on Amortizing Notes
|
|
(97.2)
|
|
(105.6)
|
|
(490.4)
|
|
(517.1)
|
Income taxes paid in
cash, net
|
|
(8.0)
|
|
(149.8)
|
|
(43.8)
|
|
(411.6)
|
Changes in non-cash
working capital items
|
|
150.4
|
|
200.6
|
|
(17.9)
|
|
31.0
|
Landfill closure and
post-closure expenditures
|
|
(16.6)
|
|
(19.9)
|
|
(37.0)
|
|
(32.5)
|
|
|
565.3
|
|
401.4
|
|
1,540.2
|
|
980.4
|
Investing
activities
|
|
|
|
|
|
|
|
|
Purchase of property
and equipment
|
|
(317.2)
|
|
(231.5)
|
|
(1,193.0)
|
|
(1,055.1)
|
Proceeds from disposal
of assets and other
|
|
20.8
|
|
10.8
|
|
61.3
|
|
61.8
|
Proceeds from
divestitures
|
|
16.5
|
|
3.3
|
|
86.0
|
|
1,649.2
|
Business acquisitions
and investments, net of cash acquired
|
|
(36.0)
|
|
(291.6)
|
|
(649.5)
|
|
(966.3)
|
Distribution received
from joint ventures
|
|
1.4
|
|
—
|
|
10.8
|
|
—
|
|
|
(314.5)
|
|
(509.0)
|
|
(1,684.4)
|
|
(310.4)
|
Financing
activities
|
|
|
|
|
|
|
|
|
Repayment of lease
obligations
|
|
(0.5)
|
|
(46.6)
|
|
(103.8)
|
|
(116.0)
|
Issuance of long-term
debt
|
|
749.6
|
|
1,940.2
|
|
3,240.5
|
|
4,972.3
|
Repayment of long-term
debt
|
|
(942.3)
|
|
(1,768.0)
|
|
(2,906.3)
|
|
(5,365.1)
|
Proceeds from
termination of hedged arrangements
|
|
—
|
|
—
|
|
—
|
|
17.3
|
Payment for
termination of hedged arrangements
|
|
(1.1)
|
|
—
|
|
(7.5)
|
|
—
|
Payment of contingent
purchase consideration and holdbacks
|
|
(1.4)
|
|
(26.6)
|
|
(30.0)
|
|
(31.2)
|
Repayment of
Amortizing Notes
|
|
—
|
|
—
|
|
—
|
|
(15.7)
|
Dividends issued and
paid
|
|
(7.5)
|
|
(6.5)
|
|
(28.2)
|
|
(25.0)
|
Payment of financing
costs
|
|
(7.6)
|
|
(12.0)
|
|
(25.1)
|
|
(38.2)
|
Repayment of loan to
related party
|
|
—
|
|
—
|
|
(5.8)
|
|
(9.3)
|
Contribution from
non-controlling interests
|
|
11.2
|
|
—
|
|
29.4
|
|
8.1
|
|
|
(199.6)
|
|
80.5
|
|
163.2
|
|
(602.8)
|
|
|
|
|
|
|
|
|
|
Increase in
cash
|
|
51.2
|
|
(27.1)
|
|
19.0
|
|
67.2
|
Changes due to foreign
exchange revaluation of cash
|
|
(16.9)
|
|
(11.4)
|
|
(20.9)
|
|
(13.6)
|
Cash, beginning of
period
|
|
99.5
|
|
174.2
|
|
135.7
|
|
82.1
|
Cash, end of
period
|
|
$
133.8
|
|
$
135.7
|
|
$
133.8
|
|
$
135.7
|
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,
2024, as well as our audited financial statements and notes
thereto for the year ended December 31,
2023.
Revenue Growth
The following tables summarize the revenue growth in our
segments for the periods indicated:
|
|
Three months ended
December 31, 2024
|
|
|
Pro forma excluding
divestitures(1)
|
|
|
|
|
|
|
Contribution
from
Acquisitions
|
|
Organic
Growth
|
|
Foreign
Exchange
|
|
Revenue
Growth
|
|
Impact from
divestitures
|
|
Total Revenue
Growth
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
0.6 %
|
|
9.6 %
|
|
— %
|
|
10.2 %
|
|
— %
|
|
10.2 %
|
USA
|
|
3.3
|
|
5.8
|
|
2.8
|
|
11.9
|
|
(5.3)
|
|
6.6
|
Solid Waste
|
|
2.4
|
|
7.0
|
|
1.9
|
|
11.3
|
|
(3.6)
|
|
7.7
|
Environmental
Services
|
|
0.7
|
|
(3.6)
|
|
0.7
|
|
(2.2)
|
|
—
|
|
(2.2)
|
Total
|
|
2.0 %
|
|
4.5 %
|
|
1.6 %
|
|
8.2 %
|
|
(2.7) %
|
|
5.5 %
|
(1)
|
Reflects pro forma
adjustments to remove the contribution of three non-core U.S Solid
Waste businesses that were divested in Fiscal 2023 and one
divestiture in the current year.
|
|
|
Year ended
December 31, 2024
|
|
|
Pro forma excluding
divestitures(1)
|
|
|
|
|
|
|
Contribution
from
Acquisitions
|
|
Organic
Growth
|
|
Foreign
Exchange
|
|
Revenue
Growth
|
|
Impact from
divestitures
|
|
Total Revenue
Growth
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
0.7 %
|
|
8.7 %
|
|
— %
|
|
9.4 %
|
|
— %
|
|
9.4 %
|
USA
|
|
5.9
|
|
4.1
|
|
1.6
|
|
11.6
|
|
(8.0)
|
|
3.6
|
Solid Waste
|
|
4.3
|
|
5.5
|
|
1.1
|
|
10.9
|
|
(5.5)
|
|
5.4
|
Environmental
Services
|
|
5.3
|
|
(3.7)
|
|
0.4
|
|
2.0
|
|
—
|
|
2.0
|
Total
|
|
4.5 %
|
|
3.4 %
|
|
0.9 %
|
|
8.8 %
|
|
(4.2) %
|
|
4.6 %
|
(1)
|
Reflects pro forma
adjustments to remove the contribution of three non-core U.S Solid
Waste businesses that were divested in Fiscal 2023 and one
divestiture in the current year.
|
Detail of Solid Waste Organic Growth
The following table summarizes the components of our Solid Waste
organic growth for the periods indicated:
|
|
Pro forma excluding
divestitures(1)
|
|
|
|
|
|
|
Three months
ended
December 31,
2024
|
|
Year ended
December 31,
2024
|
|
Three months
ended
December 31,
2024
|
|
Year ended
December 31,
2024
|
Price
|
|
6.0 %
|
|
6.5 %
|
|
5.8 %
|
|
6.2 %
|
Surcharges
|
|
(1.6)
|
|
(0.9)
|
|
(1.6)
|
|
(0.9)
|
Volume
|
|
2.3
|
|
(0.8)
|
|
2.3
|
|
(0.7)
|
Commodity
price
|
|
0.3
|
|
0.7
|
|
0.3
|
|
0.7
|
Total Solid Waste
organic growth
|
|
7.0 %
|
|
5.5 %
|
|
6.8 %
|
|
5.3 %
|
(1)
|
Reflects pro forma
adjustments to remove the contribution of three non-core U.S Solid
Waste businesses that were divested in Fiscal 2023 and one
divestiture in the current year.
|
Operating Segment Results
The following tables summarize our operating segment results for
the periods indicated:
|
|
Three months
ended
December 31,
2024
|
|
Three months
ended
December 31,
2023
|
($
millions)
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted EBITDA
Margin(2)
|
|
Revenue(3)
|
|
Adjusted
EBITDA(1)(4)
|
|
Adjusted EBITDA
Margin(2)
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
502.9
|
|
$
151.2
|
|
30.1 %
|
|
$
456.4
|
|
$
125.4
|
|
27.5 %
|
USA
|
|
1,068.3
|
|
373.0
|
|
34.9
|
|
1,002.1
|
|
322.2
|
|
32.2
|
Solid Waste
|
|
1,571.2
|
|
524.2
|
|
33.4
|
|
1,458.5
|
|
447.6
|
|
30.7
|
Environmental
Services
|
|
414.7
|
|
119.8
|
|
28.9
|
|
424.3
|
|
106.1
|
|
25.0
|
Corporate
|
|
—
|
|
(66.2)
|
|
—
|
|
—
|
|
(61.5)
|
|
—
|
Total
|
|
$ 1,985.9
|
|
$
577.8
|
|
29.1 %
|
|
$ 1,882.8
|
|
$
492.2
|
|
26.1 %
|
|
|
Year ended
December 31,
2024
|
|
Year ended
December 31,
2023
|
($
millions)
|
|
Revenue
|
|
Adjusted
EBITDA(1)
|
|
Adjusted EBITDA
Margin(2)
|
|
Revenue(5)
|
|
Adjusted
EBITDA(1)(6)
|
|
Adjusted EBITDA
Margin(2)
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$ 1,940.4
|
|
$
578.6
|
|
29.8 %
|
|
$ 1,774.4
|
|
$
489.3
|
|
27.6 %
|
USA
|
|
4,198.4
|
|
1,441.7
|
|
34.3
|
|
4,051.0
|
|
1,300.0
|
|
32.1
|
Solid Waste
|
|
6,138.8
|
|
2,020.3
|
|
32.9
|
|
5,825.4
|
|
1,789.3
|
|
30.7
|
Environmental
Services
|
|
1,723.2
|
|
490.9
|
|
28.5
|
|
1,690.1
|
|
458.7
|
|
27.1
|
Corporate
|
|
—
|
|
(260.7)
|
|
—
|
|
—
|
|
(244.3)
|
|
—
|
Total
|
|
$ 7,862.0
|
|
$ 2,250.5
|
|
28.6 %
|
|
$ 7,515.5
|
|
$ 2,003.7
|
|
26.7 %
|
(1)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(2)
|
See "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(3)
|
Includes
reclassification of $53.1 million into Environmental Services
comprised of $10.9 million from Solid Waste Canada and $42.2
million from Solid Waste USA.
|
(4)
|
Includes
reclassification of $16.9 million into Environmental Services
comprised of $2.9 million from Solid Waste Canada and $14.0 million
from Solid Waste USA.
|
(5)
|
Includes
reclassification of $227.2 million into Environmental Services
comprised of $44.8 million from Solid Waste Canada and $182.4
million from Solid Waste USA.
|
(6)
|
Includes
reclassification of $75.9 million into Environmental Services
comprised of $10.0 million from Solid Waste Canada and $65.9
million from Solid Waste USA.
|
Net Leverage
The following table presents the calculation of Net Leverage as
at the dates indicated:
($
millions)
|
|
December 31,
2024
|
|
December 31,
2023
|
Total long-term debt,
net of derivative asset(1)
|
|
$
9,884.8
|
|
$
8,816.9
|
Deferred finance costs
and other adjustments
|
|
(134.9)
|
|
(17.7)
|
Total long-term debt
excluding deferred finance costs and other adjustments
|
|
$
10,019.7
|
|
$
8,834.6
|
Less: cash
|
|
(133.8)
|
|
(135.7)
|
|
|
9,885.9
|
|
8,698.9
|
|
|
|
|
|
Trailing twelve months
Adjusted EBITDA(2)
|
|
2,250.5
|
|
2,003.7
|
Run-Rate EBITDA
Adjustments(3)
|
|
182.6
|
|
98.3
|
Run-Rate
EBITDA(3)
|
|
$
2,433.1
|
|
$
2,102.0
|
|
|
|
|
|
Net
Leverage(2)
|
|
4.06x
|
|
4.14x
|
Net
Leverage(2) at Fiscal 2024 Guidance Exchange
Rate(4)
|
|
3.85x
|
|
|
(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.
|
(4)
|
Calculated as Total
long-term debt excluding deferred finance costs and other
adjustments, less cash, translated from USD to CAD using an
exchange rate of 1.35, divided by Run-Rate EBITDA of $2,405.6
million.
|
Shares Outstanding
The following table presents the total shares outstanding as at
the date indicated:
|
|
December 31,
2024
|
Subordinate voting
shares
|
|
381,570,455
|
Multiple voting
shares
|
|
11,812,964
|
Basic shares
outstanding
|
|
393,383,419
|
Effect of dilutive
instruments
|
|
11,935,524
|
Series A Preferred
Shares (as converted)
|
|
11,654,115
|
Series B Preferred
Shares (as converted)
|
|
8,193,894
|
Diluted shares
outstanding
|
|
425,166,952
|
NON-IFRS RECONCILIATION SCHEDULE
Adjusted EBITDA
The following tables provide a reconciliation of our net (loss)
income to EBITDA and Adjusted EBITDA for the periods indicated:
($
millions)
|
|
Three months
ended
December 31,
2024
|
|
Three months
ended
December 31,
2023
|
Net loss
|
|
$
(199.5)
|
|
$
(62.1)
|
Add:
|
|
|
|
|
Interest and other
finance costs
|
|
165.2
|
|
160.5
|
Depreciation of
property and equipment
|
|
295.4
|
|
284.5
|
Amortization of
intangible assets
|
|
110.9
|
|
105.6
|
Income tax
recovery
|
|
(116.7)
|
|
(18.9)
|
EBITDA
|
|
255.3
|
|
469.6
|
Add:
|
|
|
|
|
Loss (gain) on foreign
exchange(1)
|
|
279.8
|
|
(68.3)
|
Loss on sale of
property and equipment
|
|
2.1
|
|
—
|
Share of net loss of
investments accounted for using the equity
method(3)
|
|
3.1
|
|
12.7
|
Share-based
payments(4)
|
|
14.1
|
|
68.1
|
Gain on
divestiture(5)
|
|
(12.8)
|
|
—
|
Transaction
costs(6)
|
|
23.9
|
|
14.5
|
Acquisition,
rebranding and other integration costs(7)
|
|
2.1
|
|
1.3
|
Founder/CEO
remuneration(8)
|
|
11.2
|
|
—
|
Other
|
|
(1.0)
|
|
(5.7)
|
Adjusted
EBITDA
|
|
$
577.8
|
|
$
492.2
|
($
millions)
|
|
Year ended
December 31,
2024
|
|
Year ended
December 31,
2023
|
Net (loss)
income
|
|
$
(737.7)
|
|
$
32.2
|
Add:
|
|
|
|
|
Interest and other
finance costs
|
|
674.9
|
|
627.2
|
Depreciation of
property and equipment
|
|
1,126.7
|
|
1,004.4
|
Amortization of
intangible assets
|
|
441.1
|
|
485.3
|
Income tax (recovery)
expense
|
|
(207.1)
|
|
159.9
|
EBITDA
|
|
1,297.9
|
|
2,309.0
|
Add:
|
|
|
|
|
Loss (gain) on foreign
exchange(1)
|
|
292.0
|
|
(72.9)
|
Gain on sale of
property and equipment
|
|
(2.2)
|
|
(13.1)
|
Mark-to-market loss on
Purchase Contracts(2)
|
|
—
|
|
104.3
|
Share of net loss of
investments accounted for using the equity
method(3)
|
|
16.9
|
|
61.6
|
Share-based
payments(4)
|
|
104.7
|
|
124.8
|
Loss (gain) on
divestiture(5)
|
|
481.8
|
|
(580.5)
|
Transaction
costs(6)
|
|
53.2
|
|
78.4
|
Acquisition,
rebranding and other integration costs(7)
|
|
6.4
|
|
15.3
|
Founder/CEO
remuneration(8)
|
|
26.8
|
|
—
|
Other
|
|
(27.0)
|
|
(23.2)
|
Adjusted
EBITDA
|
|
$
2,250.5
|
|
$
2,003.7
|
(1)
|
Consists of
(i) non-cash gains and losses on foreign exchange and interest
rate swaps entered into in connection with our debt instruments and
(ii) gains and losses attributable to foreign exchange rate
fluctuations.
|
(2)
|
This is a non-cash
item that consists of the fair value "mark-to-market" adjustment on
the Purchase Contracts.
|
(3)
|
Excludes share of
net income of investments accounted for using the equity method for
RNG projects.
|
(4)
|
This is a non-cash
item and consists of the amortization of the estimated fair value
of share-based payments granted to certain members of management
under share-based payment plans.
|
(5)
|
Consists of loss or
gain resulting from the divestiture of certain assets and non-core
U.S. Solid Waste businesses.
|
(6)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part
of SG&A.
|
(7)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(8)
|
Consists of cash
payment to the Founder and CEO, which payment had been satisfied
through the issuance of restricted share units in the year ended
December 31, 2023 as reflected in "All Other Compensation" in the
2024 Management Information Circular.
|
Adjusted Net Income
The following tables provide a reconciliation of our net (loss)
income to Adjusted Net Income for the periods indicated:
($
millions)
|
|
Three months
ended
December 31,
2024
|
|
Three months
ended
December 31,
2023
|
Net loss
|
|
$
(199.5)
|
|
$
(62.1)
|
Add:
|
|
|
|
|
Amortization of
intangible assets(1)
|
|
110.9
|
|
105.6
|
ARO discount rate
depreciation adjustment(2)
|
|
3.0
|
|
(0.4)
|
Amortization of
deferred financing costs
|
|
5.6
|
|
5.0
|
Loss (gain) on foreign
exchange(3)
|
|
279.8
|
|
(68.3)
|
Share of net loss of
investments accounted for using the equity
method(5)
|
|
3.1
|
|
12.7
|
Gain on
divestiture(7)
|
|
(12.8)
|
|
—
|
Transaction
costs(8)
|
|
23.9
|
|
14.5
|
Acquisition,
rebranding and other integration costs(9)
|
|
2.1
|
|
1.3
|
Founder/CEO
remuneration(10)
|
|
11.2
|
|
—
|
Other
|
|
(1.0)
|
|
(5.7)
|
Tax
effect(11)
|
|
(140.7)
|
|
14.4
|
Adjusted Net
Income
|
|
$
85.6
|
|
$
17.0
|
Adjusted income per
share, basic and diluted
|
|
$
0.22
|
|
$
0.05
|
($
millions)
|
|
Year ended
December 31,
2024
|
|
Year ended
December 31,
2023
|
Net (loss)
income
|
|
$
(737.7)
|
|
$
32.2
|
Add:
|
|
|
|
|
Amortization of
intangible assets(1)
|
|
441.1
|
|
485.3
|
ARO discount rate
depreciation adjustment(2)
|
|
7.3
|
|
4.4
|
Incremental
depreciation of property and equipment due to
recapitalization
|
|
—
|
|
7.5
|
Amortization of
deferred financing costs
|
|
22.7
|
|
18.5
|
Loss (gain) on foreign
exchange(3)
|
|
292.0
|
|
(72.9)
|
Mark-to-market loss on
Purchase Contracts(4)
|
|
—
|
|
104.3
|
Share of net loss of
investments accounted for using the equity
method(5)
|
|
16.9
|
|
61.6
|
Loss on termination of
hedged arrangements(6)
|
|
17.2
|
|
—
|
Loss (gain) on
divestiture(7)
|
|
481.8
|
|
(580.5)
|
Transaction
costs(8)
|
|
53.2
|
|
78.4
|
Acquisition,
rebranding and other integration costs(9)
|
|
6.4
|
|
15.3
|
Founder/CEO
remuneration(10)
|
|
26.8
|
|
—
|
TEU amortization
expense
|
|
—
|
|
0.1
|
Other
|
|
(27.0)
|
|
(23.2)
|
Tax
effect(11)
|
|
(279.4)
|
|
227.7
|
Adjusted Net
Income
|
|
$
321.3
|
|
$
358.7
|
Adjusted income per
share, basic and diluted
|
|
$
0.84
|
|
$
0.97
|
(1)
|
This is a non-cash
item and consists of the amortization of intangible assets such as
customer lists, municipal contracts, non-compete agreements, trade
name and other licenses.
|
(2)
|
This is a non-cash
item and consists of depreciation expense related to the difference
between the ARO calculated using the credit adjusted risk-free
discount rate required for measurement of the ARO through purchase
accounting compared to the risk-free discount rate required for
quarterly valuations.
|
(3)
|
Consists of (i)
non-cash gains and losses on foreign exchange and interest rate
swaps entered into in connection with our debt instruments and (ii)
gains and losses attributable to foreign exchange rate
fluctuations.
|
(4)
|
This is a non-cash
item that consists of the fair value "mark-to-market" adjustment on
the Purchase Contracts.
|
(5)
|
Excludes share of
net income of investments accounted for using the equity method for
RNG projects.
|
(6)
|
Consists of gains
and losses on the termination of hedged arrangements associated
with the 4.250% 2025 Secured Notes and the 4.750% 2029
Notes.
|
(7)
|
Consists of gains
and losses resulting from the divestiture of certain assets and
non-core U.S. Solid Waste businesses.
|
(8)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part of
SG&A.
|
(9)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(10)
|
Consists of cash
payment to the Founder and CEO, which payment had been satisfied
through the issuance of restricted share units in the year ended
December 31, 2023 as reflected in "All Other Compensation" in the
2024 Management Information Circular.
|
(11)
|
Consists of the tax
effect of the adjustments to net income (loss).
|
Adjusted Cash Flows from Operating Activities and Adjusted
Free Cash Flow
The following tables provide a reconciliation of our cash
flows from operating activities to Adjusted Cash Flows from
Operating Activities and Adjusted Free Cash Flow for the periods
indicated:
($
millions)
|
|
Three months
ended
December 31,
2024
|
|
Three months
ended
December 31,
2023
|
Cash flows from
operating activities
|
|
$
565.3
|
|
$
401.4
|
Add:
|
|
|
|
|
Transaction
costs(1)
|
|
23.9
|
|
14.5
|
Acquisition,
rebranding and other integration costs(2)
|
|
2.1
|
|
1.3
|
Founder/CEO
remuneration(3)
|
|
11.2
|
|
—
|
Cash taxes related to
divestitures
|
|
1.3
|
|
141.5
|
Distribution received
from joint ventures
|
|
1.4
|
|
—
|
Adjusted Cash Flows
from Operating Activities
|
|
605.2
|
|
558.7
|
Proceeds on disposal
of assets and other
|
|
20.8
|
|
10.8
|
Purchase of property
and equipment
|
|
(317.2)
|
|
(225.3)
|
Adjusted Free Cash
Flow (including incremental growth investments)
|
|
308.8
|
|
344.2
|
Incremental growth
investments(5)
|
|
51.3
|
|
127.4
|
Adjusted Free Cash
Flow
|
|
$
360.1
|
|
$
471.6
|
($
millions)
|
|
Year ended
December 31,
2024
|
|
Year ended
December 31,
2023
|
Cash flows from
operating activities
|
|
$
1,540.2
|
|
$
980.4
|
Add:
|
|
|
|
|
Transaction
costs(1)
|
|
53.2
|
|
78.4
|
Acquisition,
rebranding and other integration costs(2)
|
|
6.4
|
|
15.3
|
Founder/CEO
remuneration(3)
|
|
26.8
|
|
—
|
Cash interest paid on
TEUs(4)
|
|
—
|
|
0.2
|
Cash taxes related to
divestitures
|
|
16.3
|
|
390.1
|
Distribution received
from joint ventures
|
|
10.8
|
|
—
|
Adjusted Cash Flows
from Operating Activities
|
|
1,653.7
|
|
1,464.4
|
Proceeds on disposal
of assets and other
|
|
61.3
|
|
61.8
|
Purchase of property
and equipment
|
|
(1,193.0)
|
|
(1,055.1)
|
Adjusted Free Cash
Flow (including incremental growth investments)
|
|
522.0
|
|
471.1
|
Incremental growth
investments(5)
|
|
298.3
|
|
230.1
|
Adjusted Free Cash
Flow
|
|
$
820.3
|
|
$
701.2
|
(1)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future, and, under IFRS, such costs relating to acquisitions
are expensed as incurred and not capitalized. This is part of
SG&A.
|
(2)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
(3)
|
Consists of cash
payment to the Founder and CEO, which payment had been satisfied
through the issuance of restricted share units in the year ended
December 31, 2023 as reflected in "All Other Compensation" in the
2024 Management Information Circular.
|
(4)
|
Consists of interest
paid in cash on the Amortizing Notes.
|
(5)
|
Consists of
incremental sustainability related capital projects, primarily
related to recycling and RNG.
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SOURCE GFL Environmental Inc.