- Organic revenue growth of 11.3%1 results in
revenue of $1,401.4 million, an
increase of 27.4%1
- Solid Waste price and surcharges of 6.6%, highest in Company
history
- Adjusted EBITDA2 of $354.4
million, increase of 19.0%1; Net income from
continuing operations of $137.0
million; Adjusted Net Income from continuing
operations2 of $22.4
million
- Adjusted EBITDA margin2 of 25.3%; Solid Waste
Adjusted EBITDA margin2 of 29.9%
- Adjusted Cash Flows from Operating Activities2 of
$234.9 million; cash flows from
operating activities of $176.0
million; Adjusted Free Cash Flow2 of $118.6 million
- Adjusted earnings per share from continuing
operations2 of $0.06;
Earnings per share from continuing operations of $0.32
- Year-to-date completed acquisitions generating approximately
$300 million in annualized
revenue
VAUGHAN,
ON, May 4, 2022 /PRNewswire/ - GFL
Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL", "we", "our" or
the "Company") today announced its results for the first quarter of
2022.
"I am extremely proud of the hard work and commitment of our
over 18,000 employees as we had yet another exceptional start to
the year," said Patrick Dovigi,
Founder and Chief Executive Officer of GFL. "The 27.4% revenue
growth over the first quarter of 2021 was driven by the quality of
our pricing strategies, meaningful volume improvements and
outperformance from the M&A we completed in 2021. Normalizing
for the non-recurring margin benefits we realized in the first
quarter of 2021, our record Solid Waste pricing drove underlying
margin expansion. We achieved these extraordinary results despite
the impact from severe winter weather conditions, acute labour
pressures early in the year from Omicron and increased inflationary
costs, demonstrating the resilience of our business model and the
effectiveness of our growth strategies."
Mr. Dovigi added, "We remain focused on executing on our
strategy to create long-term value for all stakeholders. We
completed nine acquisitions during this quarter and an additional
12 acquisitions after the quarter-end, including the acquisition of
Sprint Waste Services. These acquisitions, the majority of which
were small tuck-in acquisitions, have meaningfully densified our
Solid Waste footprint within the markets we serve. Our outsized
M&A activity during the first part of this year is expected to
contribute annualized revenue of approximately $300 million. We also continued to make good
progress on the RNG projects at four landfills, for which we have
agreements in place, with an additional eight sites under varying
stages of negotiation and development."
"In addition to the acquisitions completed year-to-date, we have
received cash consideration of approximately $91.9 million from the sale of non-core assets
and $224.0 million from the spin-off
of GFL Infrastructure Group to Green Infrastructure Partners, the
proceeds of which are being redeployed in our organic and inorganic
growth strategies. The spin-off provides us the opportunity to
leverage the greater weighting in our Solid Waste segment both
organically and through accretive acquisitions. We also believe
that our approximately 45% equity investment in Green
Infrastructure Partners, which combines GFL Infrastructure Group
with the business of Coco Paving to form a leading Canadian
provider of vertically integrated infrastructure services with
$1.1 billion in annualized revenues,
will result in significant value creation for our shareholders over
the long-term."
Mr. Dovigi concluded, "Our success in the first quarter sets us
up for a strong 2022. We continue to see upside opportunities ahead
of us this year, driven by our organic initiatives and our robust
M&A pipeline. With the strength of our first quarter results,
we are well on track to exceed the high end of our full year
guidance range and expect to provide a guidance update for our base
business when we report our second quarter results. However, based
on the success of our M&A strategy in the first quarter, we are
increasing our guidance at this time to reflect the incremental
contribution from acquisitions completed so far this year."
First Quarter
Results1
- Revenue increased by 27.4% to $1,401.4
million in the first quarter of 2022 compared to the first
quarter of 2021. Solid Waste revenue organic growth of 10.3%,
including:
-
- 6.4% from core pricing and 0.2% from surcharges, compared to a
combined 4.0% in the first quarter of 2021.
- 2.6% from positive volume (3.1% excluding non-recurring MRF
volumes), compared to 0.4% in the first quarter of 2021 (negative
3.2% excluding non-recurring MRF volumes).
- Environmental Services revenue of $231.7
million, including organic growth of 19.3% driven by the
strength of industrial collection and processing revenue.
- Adjusted EBITDA2 increased by 19.0% to $354.4 million in the first quarter of 2022
compared to the first quarter of 2021. Adjusted EBITDA
margin2 was 25.3% in the first quarter of 2022 compared
to 27.1% in the first quarter of 2021. Solid Waste Adjusted EBITDA
margin2 was 29.9% in the first quarter of 2022 compared
to 31.0% in the first quarter of 2021.
-
- Underlying Solid Waste Adjusted EBITDA margin2
expansion when normalizing the first quarter of 2021 for typical
seasonality profile.
- Fuel costs and the impact of M&A resulted in a combined 135
basis point headwind to Solid Waste Adjusted EBITDA
margin2, compared to the first quarter of 2021.
- Overall and Solid Waste Adjusted EBITDA margins2
were ahead of expectations when excluding the impact of fuel costs
and segment mix.
- Net income from continuing operations increased to $137.0 million in the first quarter of 2022
compared to a net loss of $283.7
million in the first quarter of 2021.
- Adjusted Free Cash Flow2 increased to $118.6 million in the first quarter of 2022
compared to $116.9 million in the
first quarter of 2021.
-
- Interest paid in cash was $96.9
million in the first quarter of 2022 compared to
$42.0 million in the first quarter of
2021, an increase primarily attributable to a non-linear cadence of
cash interest payments in 2021.
- $12.2 million of initial capital
investment incurred in the first quarter of 2022 for the
development and construction of renewable natural gas facilities
operated as joint ventures.
- Capital expenditures were $203.2
million in the first quarter of 2022 compared to
$131.3 million in the first quarter
of 2021. Offsetting the increase was $91.9
million of proceeds from asset disposals realized in the
first quarter of 2022.
Guidance Update3
Based solely on the expected contribution of the acquisitions
completed so far this year, net of divestitures completed during
the quarter, the previously provided guidance for 2022 is being
increased as follows:
- Revenue is estimated to be between $6,000 million and $6,100
million (previously between $5,825
million and $5,925
million).
- Adjusted EBITDA3 is estimated to be between
$1,680 million and $1,720 million (previously between $1,625 million and $1,665
million).
- Adjusted Free Cash Flow3 is estimated to be between
$645 million and $675 million (previously between $625 million and $655
million).
Any non-M&A related guidance updates are expected to be
provided together with the reporting of the Company's results for
the second quarter of 2022. Implicit in forward-looking information
in respect of our expectations for 2022 are certain current
assumptions, including, among others, no changes to the current
economic environment and that none of the jurisdictions in which
GFL operates institute additional COVID-19 emergency measures
including shelter-in-place or similar orders. The updated 2022
guidance assumes GFL will continue to execute on its strategy of
organically growing our business, leveraging our scalable network
to attract and retain customers across multiple service lines,
realize operational efficiencies, and extract procurement and cost
synergies. See "Forward-Looking Information".
_________________________
|
(1)
|
Certain revenue
disaggregation and segment reporting balances in prior periods have
been re-presented for consistency with the current period
presentation in relation to GFL's Infrastructure services division
("GFL Infrastructure") which has been classified as held for sale
and presented as discontinued operations. For additional
information, refer to Note 2 and Note 18 in our Interim Financial
Statements. Our soil remediation division, previously included in
our Infrastructure and Soil Remediation segment, has been combined
with the Liquid Waste segment and renamed "Environmental
Services".
|
(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)
|
Information
contained in the section titled "Guidance Update" includes Adjusted
EBITDA and Adjusted Free Cash Flow which is a non-IFRS
measure. 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 First Quarter
Results for the equivalent historical non-IFRS
measure.
|
Q1 2022 Earnings Call
GFL will host a conference call related to our
first quarter earnings on Thursday, May
5, 2022 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 1-844-200-6205 (access code: 373100) 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.incommglobalevents.com/registration/q4inc/10460/gfl-environmental-q1-earnings-call/.
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 May 19, 2022 by
dialing 1-866-813-9403 (access code: 482902).
Investor Day to be Held on May 24,
2022
We will be hosting our first Investor Day on May 24, 2022 in New
York City. Join members of senior management for a
discussion of our growth strategies, capital allocation plan,
sustainability initiatives and financial objectives. The
presentations will be available by live webcast for those unable to
attend in person. Investors and analysts are invited to register
for the event by clicking here.
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 across Canada and in
more than half of the U.S. states. Across its organization, GFL has
a workforce of more than 18,000 employees.
GFL will be hosting its second annual general meeting of
shareholders as a public company on May 18,
2022. A copy of the amended management information circular
for the meeting is available on its website at investors.gflenv.com
and on www.sedar.com.
For more information, visit our web site at gflenv.com. To
subscribe for investor email alerts please visit
investors.gflenv.com or by clicking 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 is forward-looking information. In
some cases, forward-looking information can be identified by the
use of forward-looking terminology such as "plans", "targets",
"expects" or "does not expect", "is expected", "an opportunity
exists", "budget", "scheduled", "estimates", "outlook",
"forecasts", "projection", "prospects", "strategy", "intends",
"anticipates", "does not anticipate", "believes", or "potential" or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "would", "might",
"will", "will be taken", "occur" or "be achieved", although not all
forward-looking information includes those words or phrases. In
addition, any statements that refer to expectations, intentions,
projections, guidance, potential or other characterizations of
future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts nor assurances of future performance but instead
represent management's expectations, estimates and projections
regarding future events or circumstances.
Forward-looking information is based on our opinions, estimates
and assumptions that we considered appropriate and reasonable as of
the date such information is stated, is subject to known and
unknown risks, uncertainties, assumptions and other important
factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to certain assumptions set out herein in the
section titled "Guidance Update"; our ability to obtain and
maintain existing financing on acceptable terms; our ability to
source and execute on acquisitions on terms acceptable to us; our
ability to find purchasers for non-core assets on terms acceptable
to us; currency exchange and interest rates; the impact of
competition; the changes and trends in our industry or the global
economy; changes in laws, rules, regulations, and global standards;
and the duration and severity of the COVID-19 pandemic, including
variants, and its impact on the economy, the North American
financial markets, our operations, our M&A pipeline and our
financial results. 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, 2021 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, less (c) the
provision 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-based payments, (e)
gain on divestiture, (f) transaction costs, and (g) acquisition,
rebranding and other integration costs (included in cost of sales
related to acquisition activity). 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 ("Acquisition EBITDA
Adjustments"), and (b) contract and acquisition annualization for
contracts entered into and acquisitions completed by such acquired
business prior to our acquisition. Further adjustments are made to
such annual Adjusted EBITDA to reflect estimated operating cost
savings and synergies, if any, anticipated to be realized upon
acquisition and integration of the business into our operations. We
use Acquisition EBITDA for the acquired businesses to adjust our
Adjusted EBITDA to include a proportional amount of the Acquisition
EBITDA of the acquired businesses based upon the respective number
of months of operation for such period prior to the date of our
acquisition of each such business.
Adjusted Cash Flows from Operating Activities represents cash
flows from operating activities adjusted for (a) operating cash
flows from discontinued operations, (b) prepayment penalties for
early note redemption, (c) transaction costs, (d) acquisition,
rebranding and other integration costs, (e) M&A related net
working capital investment, and (f) cash interest paid on TEUs.
Management uses Adjusted Cash Flows from Operating Activities to
evaluate and monitor the ongoing financial performance of GFL.
Adjusted Free Cash Flow represents Adjusted Cash Flows from
Operating Activities adjusted for (a) proceeds from asset
divestitures, (b) normalization for excess proceeds from asset
divestitures, (c) proceeds on disposal of assets, (d) investment in
joint ventures and associates, and (e) purchase of property and
equipment and intangible assets. Adjusted Cash Flows from Operating
Activities and Adjusted Free Cash Flow are supplemental measures
used by investors as a valuation and liquidity measure in our
industry. Management uses Adjusted Free Cash Flow to evaluate and
monitor 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) prepayment penalties for
early note redemption, (e) amortization of deferred financing costs
(f) mark-to-market (gain) loss on Purchase Contracts, (g) gain on
divestiture, (h) (gain) loss on foreign exchange, (i) transaction
costs, (j) acquisition, rebranding and other integration costs, (k)
TEU amortization expense, and (l) the tax impact of the forgoing.
Adjusted earnings (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 earnings (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.
Run-Rate EBITDA has not been adjusted to take into account the
impact of the cancellation of contracts and cost increases
associated with these contracts. These adjustments reflect monthly
allocations of Acquisition EBITDA for the acquired businesses based
on straight line proration. As a result, these estimates do not
take into account the seasonality of a particular acquired
business. While we do not believe the seasonality of any one
acquired business is material when aggregated with other acquired
businesses, the estimates may result in a higher or lower
adjustment to our Run-Rate EBITDA than would have resulted had we
adjusted for the actual results of each of the acquired businesses
for the period prior to our acquisition. We primarily use Run-Rate
EBITDA to show how GFL would have performed if each of the interim
acquisitions had been consummated at the start of the period as
well as to show the impact of the annualization of certain new
municipal and disposal contracts and cost savings initiatives. We
also believe that Run-Rate EBITDA is useful to investors and
creditors to monitor and evaluate our borrowing capacity and
compliance with certain of our debt covenants. Run-Rate EBITDA as
presented herein is calculated in accordance with the terms of our
revolving credit agreement.
All references to "$" in this press release are to Canadian
dollars, unless otherwise noted.
For further information:
Patrick Dovigi, Founder and Chief
Executive Officer,
+1 905-326-0101
pdovigi@gflenv.com
GFL Environmental
Inc.
|
Unaudited Interim
Condensed Consolidated Statements of Operations and Comprehensive
Income (Loss)
|
(In millions of dollars
except per share amounts)
|
|
|
|
|
|
Three months ended
March 31,
|
|
2022
|
|
2021(1)
|
Revenue
|
|
$
1,401.4
|
|
$
1,099.6
|
Expenses
|
|
|
|
|
Cost of
sales
|
|
1,265.6
|
|
1,008.8
|
Selling,
general and administrative expenses
|
|
162.7
|
|
126.8
|
Interest
and other finance costs
|
|
99.7
|
|
91.2
|
(Gain)
loss on sale of property and equipment
|
|
(1.8)
|
|
0.8
|
Gain on
foreign exchange
|
|
(58.6)
|
|
(39.0)
|
Mark-to-market (gain) loss on Purchase Contracts
|
|
(174.9)
|
|
228.3
|
Gain on
divestiture
|
|
(6.5)
|
|
—
|
|
|
1,286.2
|
|
1,416.9
|
Earnings (loss) before
income taxes
|
|
115.2
|
|
(317.3)
|
Current
income tax expense
|
|
6.9
|
|
1.8
|
Deferred
tax recovery
|
|
(28.7)
|
|
(35.4)
|
Income tax
recovery
|
|
(21.8)
|
|
(33.6)
|
Net income (loss) from
continuing operations
|
|
137.0
|
|
(283.7)
|
Net (loss) income from
discontinued operations
|
|
(109.6)
|
|
1.7
|
Net income (loss)
|
|
27.4
|
|
(282.0)
|
|
|
|
|
|
Items that may be subsequently reclassified to net
income (loss)
|
|
|
|
|
Currency
translation adjustment
|
|
(91.4)
|
|
(76.8)
|
Fair
value movements on cash flow hedges, net of tax
|
|
(22.4)
|
|
(5.8)
|
Other comprehensive
loss from continuing operations
|
|
(113.8)
|
|
(82.6)
|
Comprehensive income
(loss) from continuing operations
|
|
23.2
|
|
(366.3)
|
Comprehensive (loss)
income from discontinued operations
|
|
(109.6)
|
|
1.7
|
Total comprehensive loss
|
|
$
(86.4)
|
|
$
(364.6)
|
|
|
|
|
|
Basic and diluted earnings (loss) per
share(2)
|
|
|
|
|
Continuing operations
|
|
$
0.32
|
|
$
(0.82)
|
Discontinued operations
|
|
(0.30)
|
|
—
|
Total
operations
|
|
$
0.02
|
|
$
(0.82)
|
|
|
|
|
|
Weighted
average number of shares outstanding(3)
|
|
364,035,921
|
|
360,377,813
|
Diluted
weighted average number of shares
outstanding(3)
|
|
366,549,527
|
|
360,377,813
|
|
|
(1)
|
Comparative figures
have been re-presented, refer to Note 18 in our Interim Financial
Statements.
|
(2)
|
Basic and diluted
earnings (loss) per share is calculated on net income (loss)
adjusted for amounts attributable to preferred shareholders. Refer
to Note 10 in our Interim Financial Statements.
|
(3)
|
Basic and diluted
loss per share includes the minimum conversion of TEUs into
subordinate voting shares, which as at March 31, 2022 represented
25,659,880 subordinate voting shares (33,662,500 subordinate voting
shares as at March 31, 2021).
|
GFL Environmental
Inc.
|
Unaudited Interim
Condensed Consolidated Statements of Financial
Position
|
(In millions of
dollars)
|
|
|
|
March 31, 2022
|
|
December 31, 2021
|
Assets
|
|
|
|
|
Cash
|
|
$
189.3
|
|
$
190.4
|
Trade and
other receivables, net
|
|
844.6
|
|
1,134.7
|
Prepaid
expenses and other assets
|
|
152.6
|
|
170.6
|
Assets
held for sale
|
|
572.3
|
|
—
|
Current
assets
|
|
1,758.8
|
|
1,495.7
|
|
|
|
|
|
Property
and equipment, net
|
|
5,656.2
|
|
6,010.6
|
Intangible assets, net
|
|
3,174.4
|
|
3,330.0
|
Investments accounted for using the equity method
|
|
21.3
|
|
—
|
Other
long-term assets
|
|
35.9
|
|
36.3
|
Goodwill
|
|
7,295.9
|
|
7,501.1
|
Non-current
assets
|
|
16,183.7
|
|
16,878.0
|
Total assets
|
|
$
17,942.5
|
|
$
18,373.7
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
1,119.0
|
|
1,319.7
|
Income
taxes payable
|
|
30.7
|
|
25.8
|
Long-term
debt
|
|
16.6
|
|
17.2
|
Lease
obligations
|
|
47.3
|
|
50.9
|
Due to
related party
|
|
12.8
|
|
12.8
|
Tangible
equity units
|
|
1,081.6
|
|
56.9
|
Landfill
closure and post-closure obligations
|
|
37.7
|
|
39.1
|
Liabilities held for sale
|
|
97.3
|
|
—
|
Current
liabilities
|
|
2,443.0
|
|
1,522.4
|
|
|
|
|
|
Long-term
debt
|
|
8,000.1
|
|
7,961.8
|
Lease
obligations
|
|
285.4
|
|
257.4
|
Other
long-term liabilities
|
|
39.8
|
|
41.0
|
Due to
related party
|
|
11.6
|
|
18.0
|
Deferred
income tax liabilities
|
|
653.4
|
|
723.9
|
Tangible equity units
|
|
—
|
|
1,231.6
|
Landfill
closure and post-closure obligations
|
|
810.7
|
|
841.5
|
Non-current
liabilities
|
|
9,801.0
|
|
11,075.2
|
Total liabilities
|
|
12,244.0
|
|
12,597.6
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
Share
capital
|
|
8,463.2
|
|
8,462.9
|
Contributed
surplus
|
|
90.6
|
|
77.4
|
Deficit
|
|
(2,487.8)
|
|
(2,510.5)
|
Accumulated other
comprehensive loss
|
|
(367.5)
|
|
(253.7)
|
Total shareholders' equity
|
|
5,698.5
|
|
5,776.1
|
Total liabilities and shareholders'
equity
|
|
$
17,942.5
|
|
$
18,373.7
|
GFL Environmental
Inc.
|
Unaudited Interim
Condensed Consolidated Statements of Cash Flows
|
(In millions of
dollars)
|
|
|
|
Three months ended
March 31,
|
|
|
2022
|
|
2021
|
Operating activities
|
|
|
|
|
Net
income (loss)
|
|
$
27.4
|
|
$
(282.0)
|
Adjustments for non-cash items
|
|
|
|
|
Depreciation of property and equipment
|
|
231.7
|
|
203.6
|
Amortization of intangible assets
|
|
125.7
|
|
111.0
|
Gain on divestiture
|
|
(6.5)
|
|
—
|
Impairment related to discontinued operations
|
|
109.8
|
|
—
|
Interest and other finance costs
|
|
103.2
|
|
92.1
|
Share-based payments
|
|
13.5
|
|
9.7
|
Gain on unrealized foreign exchange on long-term debt and
TEUs
|
|
(58.7)
|
|
(38.9)
|
(Gain) loss on sale of property and equipment
|
|
(1.8)
|
|
0.8
|
Mark-to-market (gain) loss on Purchase Contracts
|
|
(174.9)
|
|
228.3
|
Current income tax expense
|
|
7.0
|
|
2.0
|
Deferred tax recovery
|
|
(30.6)
|
|
(35.5)
|
Interest
paid in cash on Amortizing Notes component of TEUs
|
|
(0.7)
|
|
(1.3)
|
Interest
paid in cash, excluding interest paid on Amortizing
Notes
|
|
(96.2)
|
|
(40.7)
|
Income
taxes paid in cash, net
|
|
(0.4)
|
|
(0.2)
|
Changes
in non-cash working capital items
|
|
(69.6)
|
|
(34.1)
|
Landfill
closure and post-closure expenditures
|
|
(2.9)
|
|
(2.1)
|
|
|
176.0
|
|
212.7
|
Investing activities
|
|
|
|
|
Proceeds
on disposal of assets
|
|
91.9
|
|
3.8
|
Purchase
of property and equipment
|
|
(203.2)
|
|
(131.3)
|
Investment in joint ventures and associates
|
|
(12.2)
|
|
—
|
Business
acquisitions, net of cash acquired
|
|
(67.1)
|
|
(68.3)
|
|
|
(190.6)
|
|
(195.8)
|
Financing activities
|
|
|
|
|
Repayment
of lease obligations
|
|
(16.6)
|
|
(14.8)
|
Issuance
of long-term debt
|
|
238.5
|
|
447.4
|
Repayment
of long-term debt
|
|
(166.9)
|
|
(418.5)
|
Payment
of contingent purchase consideration and holdbacks
|
|
(10.2)
|
|
(15.0)
|
Repayment
of Amortizing Notes
|
|
(14.0)
|
|
(13.5)
|
Dividends
issued and paid
|
|
(4.7)
|
|
(4.2)
|
Payment
of financing costs
|
|
(0.1)
|
|
(3.7)
|
Repayment
of loan to related party
|
|
(6.4)
|
|
(6.4)
|
|
|
19.6
|
|
(28.7)
|
|
|
|
|
|
Increase (decrease) in
cash
|
|
5.0
|
|
(11.8)
|
Changes due to foreign
exchange revaluation of cash
|
|
(6.1)
|
|
(4.3)
|
Cash, beginning of
quarter
|
|
190.4
|
|
27.2
|
Cash, end of quarter
|
|
$
189.3
|
|
$
11.1
|
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,
2021 as well as our unaudited Interim Financial Statements
and notes thereto for the three months ended March 31, 2022.
Revenue Growth
The following table summarizes the revenue growth in our
segments:
|
|
Three months ended
March 31, 2022
|
|
|
Contribution
from
Acquisitions
|
|
Organic
Growth
|
|
Foreign
Exchange
|
|
Total Revenue
Growth
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
Canada
|
|
9.2%
|
|
8.4%
|
|
—
|
%
|
|
17.6%
|
USA
|
|
8.2
|
|
11.1
|
|
—
|
|
|
19.3
|
Solid Waste
|
|
8.5
|
|
10.3
|
|
—
|
|
|
18.8
|
Environmental
Services(1)
|
|
82.3
|
|
19.3
|
|
—
|
|
|
101.6
|
Total
|
|
16.2%
|
|
11.3%
|
|
—
|
%
|
|
27.4%
|
|
|
(1)
|
Environmental
Services is the combination of our Liquid Waste segment and the
soil remediation division, previously included in our
Infrastructure and Soil Remediation segment.
|
Detail of Solid Waste Organic Growth
The following table summarizes the components of our Solid Waste
organic growth for the period indicated:
|
|
|
|
Three months
ended
March 31,
2022
|
Price and
surcharges
|
|
|
|
6.6%
|
Volume
|
|
|
|
2.6
|
Commodity
price
|
|
|
|
1.1
|
Total Solid Waste
organic growth
|
|
|
|
10.3%
|
Operating Segment Results
The following tables summarize our operating segment results for
the periods indicated, excluding the results of GFL Infrastructure
which has been classified as discontinued operations:
|
|
Three months
ended
March 31,
2022
|
|
Three months
ended
March 31,
2021(1)
|
($
millions)
|
|
Revenue
|
|
Adjusted
EBITDA(2)
|
|
Adjusted
EBITDA
Margin(3)
|
|
Revenue
|
|
Adjusted
EBITDA(2)
|
|
Adjusted
EBITDA
Margin(3)
|
Solid Waste
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
355.7
|
|
$
93.7
|
|
26.3%
|
|
$
302.3
|
|
$
83.0
|
|
27.5%
|
USA
|
|
814.0
|
|
256.0
|
|
31.4
|
|
682.4
|
|
222.2
|
|
32.6
|
Solid Waste
|
|
1,169.7
|
|
349.7
|
|
29.9
|
|
984.7
|
|
305.2
|
|
31.0
|
Environmental
Services(4)
|
|
231.7
|
|
46.4
|
|
20.0
|
|
114.9
|
|
22.2
|
|
19.3
|
Corporate
|
|
—
|
|
(41.7)
|
|
—
|
|
—
|
|
(29.7)
|
|
—
|
Total
|
|
$ 1,401.4
|
|
$
354.4
|
|
25.3%
|
|
$ 1,099.6
|
|
$
297.7
|
|
27.1%
|
|
|
(1)
|
Comparative figures
have been re-presented, refer to Note 18 in our Interim Financial
Statements.
|
(2)
|
A non-IFRS measure;
see accompanying Non-IFRS Reconciliation Schedule; see "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(3)
|
See "Non-IFRS
Measures" for an explanation of the composition of non-IFRS
measures.
|
(4)
|
Environmental
Services is the combination of our Liquid Waste segment and the
soil remediation division, previously included in our
Infrastructure and Soil Remediation segment.
|
Net Leverage
The following table presents the calculation of Net Leverage as
at the dates indicated:
($
millions)
|
|
March 31,
2022
|
|
December 31,
2021
|
Total long-term
debt
|
|
$
8,016.7
|
|
$
7,979.0
|
Deferred finance costs
and other adjustments
|
|
130.7
|
|
57.9
|
Total long-term debt
excluding deferred finance costs and other adjustments
|
|
7,886.0
|
|
7,921.1
|
Less: cash
|
|
(189.3)
|
|
(190.4)
|
|
|
7,696.7
|
|
7,730.7
|
Trailing twelve months
Adjusted EBITDA(1)
|
|
1,521.0
|
|
1,463.7
|
Acquisition EBITDA
Adjustments(2)
|
|
107.7
|
|
163.8
|
Run-Rate
EBITDA(2)
|
|
$
1,628.7
|
|
$
1,627.5
|
Net
Leverage(2)
|
|
4.73x
|
|
4.75x
|
|
|
(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 and ratios.
|
Shares Outstanding
The following table presents the total shares outstanding as at
the date indicated:
|
|
March 31, 2022
|
Subordinate voting
shares
|
|
326,237,448
|
Multiple voting
shares
|
|
12,062,964
|
Basic shares
outstanding
|
|
338,300,412
|
Effect of dilutive
instruments
|
|
2,513,606
|
Minimum conversion of
TEUs
|
|
25,659,880
|
Series A Preferred
Shares (as converted)
|
|
26,424,485
|
Series B Preferred
Shares (as converted)
|
|
6,949,431
|
Diluted shares outstanding
|
|
399,847,814
|
NON-IFRS RECONCILIATION SCHEDULE
Adjusted EBITDA
The tables below set forth the reconciliation of our net income
(loss) from continuing operations to EBITDA and Adjusted EBITDA for
the periods indicated, excluding the results of GFL Infrastructure
which has been classified as discontinued operations:
($
millions)
|
|
Three months
ended
March 31,
2022
|
|
Three months
ended
March 31,
2021(1)
|
Net income (loss) from
continuing operations(2)
|
|
$
137.0
|
|
$
(283.7)
|
Add:
|
|
|
|
|
Interest
and other finance costs
|
|
99.7
|
|
91.2
|
Depreciation of property and equipment
|
|
227.0
|
|
198.9
|
Amortization of intangible assets
|
|
124.5
|
|
110.3
|
Income
tax recovery(2)
|
|
(21.8)
|
|
(33.6)
|
EBITDA
|
|
566.4
|
|
83.1
|
Add:
|
|
|
|
|
Gain on
foreign exchange(3)
|
|
(58.6)
|
|
(39.0)
|
(Gain)
loss on sale of property and equipment
|
|
(1.8)
|
|
0.8
|
Mark-to-market (gain) loss on Purchase
Contracts(4)
|
|
(174.9)
|
|
228.3
|
Share-based payments(5)
|
|
11.8
|
|
8.9
|
Gain on
divestiture(6)
|
|
(6.5)
|
|
—
|
Transaction costs(7)
|
|
11.9
|
|
12.1
|
Acquisition, rebranding and other integration
costs(8)
|
|
6.1
|
|
3.5
|
Adjusted
EBITDA
|
|
$
354.4
|
|
$
297.7
|
|
|
(1)
|
Comparative figures
have been re-presented, refer to Note 18 in our Interim Financial
Statements.
|
(2)
|
Subsequent to the
original issuance of the March 31, 2021 interim financial
statements, GFL determined the mark-to-market loss on Purchase
Contracts should not be treated as a temporary difference for
deferred income tax purposes. As a result, to correct this
immaterial error, income tax recovery decreased by $55.8 million
for the three months ended March 31, 2021.
|
(3)
|
Consists of (i)
non-cash gains and losses on foreign exchange and interest rate
swaps entered into in connection with our debt instruments and (ii)
gains and losses attributable to foreign exchange rate
fluctuations.
|
(4)
|
This is a non-cash
item that consists of the fair value "mark-to-market" adjustment on
the Purchase Contracts.
|
(5)
|
This is a non-cash
item and consists of the amortization of the estimated fair value
of share-based options granted to certain members of management
under share-based option plans.
|
(6)
|
Consists of gain
resulting from the divestiture of certain non-core post collection
assets and ancillary operations.
|
(7)
|
Consists of
acquisition, integration and other costs such as legal, consulting
and other fees and expenses incurred in respect of acquisitions and
financing activities completed during the applicable period. We
expect to incur similar costs in connection with other acquisitions
in the future and, under IFRS, suchcosts relating to acquisitions
are expensed as incurred and not capitalized. This is part of
SG&A.
|
(8)
|
Consists of costs
related to the rebranding of equipment acquired through business
acquisitions. We expect to incur similar costs in connection with
other acquisitions in the future. This is part of cost of
sales.
|
Adjusted Net Income from Continuing Operations
The tables below set forth the reconciliation of our net income
(loss) from continuing operations to Adjusted Net Income from
continuing operations for the periods indicated, excluding the
results of GFL Infrastructure which have been classified as
discontinued operations:
($
millions)
|
|
Three months
ended
March 31,
2022
|
|
Three months
ended
March 31,
2021(1)
|
Net income (loss) from
continuing operations(2)
|
|
$
137.0
|
|
$
(283.7)
|
Add:
|
|
|
|
|
Amortization of intangible assets(3)
|
|
124.5
|
|
110.3
|
ARO
discount rate depreciation adjustment(4)
|
|
2.4
|
|
—
|
Incremental depreciation of property and equipment due to
recapitalization
|
|
4.5
|
|
4.7
|
Amortization of deferred financing costs
|
|
2.9
|
|
2.8
|
Mark-to-market (gain) loss on Purchase
Contracts(5)
|
|
(174.9)
|
|
228.3
|
Gain on
divestiture(6)
|
|
(6.5)
|
|
—
|
Gain on
foreign exchange(7)
|
|
(58.6)
|
|
(39.0)
|
Transaction costs(8)
|
|
11.9
|
|
12.1
|
Acquisition, rebranding and other integration
costs(9)
|
|
6.1
|
|
3.5
|
TEU
amortization expense
|
|
0.3
|
|
0.6
|
Tax
effect(10)
|
|
(27.2)
|
|
(28.7)
|
Adjusted Net Income
from continuing operations
|
|
$
22.4
|
|
$
10.9
|
Adjusted earnings
per share from continuing operations, basic and
diluted
|
|
$
0.06
|
|
$
0.03
|
|
|
(1)
|
Comparative figures
have been re-presented, refer to Note 18 in our Interim Financial
Statements.
|
(2)
|
Subsequent to the
original issuance of the March 31, 2021 interim financial
statements, GFL determined the mark-to-market loss on Purchase
Contracts should not be treated as a temporary difference for
deferred income tax purposes. As a result, to correct this
immaterial error, income tax recovery decreased by $55.8 million
for the three months ended March 31, 2021.
|
(3)
|
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.
|
(4)
|
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.
|
(5)
|
This is a non-cash
item that consists of the fair value "mark-to-market" adjustment on
the Purchase Contracts.
|
(6)
|
Consists of gain
resulting from the divestiture of certain non-core post collection
assets and ancillary operations.
|
(7)
|
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.
|
(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 the tax
effect of the adjustments to net income (loss).
|
Adjusted Cash Flows from Operating Activities and Adjusted
Free Cash Flow
The tables below set forth the reconciliation of our cash flows
from operating activities to Adjusted Cash Flows from Operating
Activities and Adjusted Free Cash Flow for the periods
indicated:
($
millions)
|
|
Three months
ended
March 31,
2022
|
|
Three months
ended
March 31,
2021
|
Cash flows from
operating activities
|
|
$
176.0
|
|
212.7
|
Less:
|
|
|
|
|
Operating
cash flows from discontinued operations(1)
|
|
35.4
|
|
8.2
|
Cash flows from
operating activities - excluding discontinued operations
|
|
211.4
|
|
220.9
|
Add:
|
|
|
|
|
Transaction costs(2)
|
|
11.9
|
|
12.1
|
Acquisition, rebranding and other integration
costs(3)
|
|
6.1
|
|
3.5
|
M&A
related net working capital investment(4)
|
|
4.8
|
|
1.3
|
Cash
interest paid on TEUs(5)
|
|
0.7
|
|
1.3
|
Adjusted Cash Flows
from Operating Activities
|
|
234.9
|
|
239.1
|
Less:
|
|
|
|
|
Proceeds
from asset divestitures(6)
|
|
85.8
|
|
—
|
Proceeds
on disposal of assets
|
|
6.1
|
|
3.8
|
Investment in joint ventures and
associates(7)
|
|
(12.2)
|
|
—
|
Purchase
of property and equipment(8)
|
|
(196.0)
|
|
(126.0)
|
Adjusted Free Cash
Flow
|
|
$
118.6
|
|
$
116.9
|
|
|
(1)
|
Consists of
operating cash flows from the discontinued operations. As at March
31, 2022, GFL's infrastructure services division was classified as
held for sale and presented as discontinued operations. Refer to
Note 18 in our Interim 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
on divestiture of certain non-core post collection assets and
ancillary operations.
|
(7)
|
Consists of initial
capital investment for the development and construction of
renewable natural gas facilities operated as joint
ventures.
|
(8)
|
Excludes purchase of
property and equipment for GFL Infrastructure, which was classified as held for
sale and presented as discontinued operations, of $7.2 million for
the three months ended March 31, 2022 and $5.4 million for the
three months ended March 31, 2021. Refer to Note 18 in our
Interim Financial Statements.
|
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SOURCE GFL Environmental Inc.