GFL Environmental Inc

TSX:GFL

Earnings Call Transcript 2024-Q3

[Operator]

Good morning, and thank you all for attending the GFL Third Quarter 2024 Earnings Call. My name is Breeca, and I will be your moderator for today. [Operator Instructions]

I would now like to pass the conference over to your host, Patrick Dovigi, Founder and CEO at GFL Environmental. Thank you. You may proceed, Patrick.

[Patrick Dovigi, executive]

Thank you, and good morning. I would like to welcome everyone to today's call, and thank you for joining us. This morning, we will be reviewing our results for the third quarter and providing updates on other items. I'm joined this morning by Luke Pelosi, our CFO, who will take us through the forward-looking disclaimer before we get into details.

[Luke Pelosi, executive]

Thank you, Patrick. Good morning, everyone, and thank you for joining. We have filed our earnings press release, which includes important information. The press release is available on our website. During this call, we will be making some forward-looking statements within the meaning of applicable Canadian and U.S. securities laws, including statements regarding events or developments that we believe or anticipate may occur in the future. These forward-looking statements are subject to a number of risks and uncertainties, including those set out in our filings with the Canadian and U.S. securities regulators.

Any forward-looking statement is not a guarantee of future performance, and actual results may differ materially from those expressed or implied in the forward-looking statements. These forward-looking statements speak only as of today's date and we do not assume any obligation to update these statements, whether as a result of new information, future events and developments or otherwise.

This call will include a discussion of certain non-IFRS measures. A reconciliation of these non-IFRS measures can be found in our filings with the Canadian and U.S. securities regulators.

I will now turn the call back over to Patrick.

[Patrick Dovigi, executive]

Thank you, Luke. The momentum from our exceptional first half of the year continued through the third quarter, resulting in nearly 20% adjusted EBITDA growth and another quarter of industry-leading margin expansion. The strength of our ongoing operational and financial performance this year once again demonstrates the dedication of our employees the quality of our asset base and the effectiveness of our overall value creation strategies. The impact of the commitment we see every day from our employees cannot be understated.

Our employees handling of the 2 hurricanes that hit within a 2-week period is just one example. Given our extensive operations in the U.S. Southeast, the hurricane had the potential to be severely disruptive to our operations. The extensive preparation and exceptional execution of our teams ensured that we were able to keep everyone safe, while continuing to provide essential services to our customers. Once again, I am humbled by the more than 20,000 men and women on team Green.

Consistent with our guide, the third quarter saw the highest adjusted EBITDA margin in GFL's history at 31.1%, a 300 basis point margin expansion over the prior year. This margin expansion is driven using all the levers that we have talked about in the prior quarters.

Our disciplined approach to pricing, generating higher price/cost spread against moderating cost inflation. The accretive margin benefits of shedding low-quality revenue and the exiting of noncore service offerings, improved productivity, onboarding efficiency and low cost of risk associated with improving employee turnover, in an M&A strategy, synergy realization as the businesses we have acquired continue to mature within our existing footprint.

Luke will walk through more of the specifics on the margin bridge, but we are extremely pleased with how things are working. This quarter's results once again demonstrate the highly predictable and recurring nature of our business model and further enforce our conviction in our near-term road map that we believe will continue to drive industry-leading financial performance.

In the quarter, we continued to execute on our capital allocation strategy exactly in line with the framework we provided at the end of last year. We are on track to deploy approximately $900 million on both M&A and incremental growth investments this year, as previously announced.

During the third quarter, we deployed $96 million into these incremental growth investments, primarily related to recycling and RNG infrastructure. We have commissioned 2 new MRFs so far this year and expect 2 more to come online in early 2025. Some of our EPR-related collection contracts started up in the third quarter, and we will see more start-up between now and 2026. The contribution from EPR will be a gold tailwind over the next 24 months, and we remain optimistic about incremental contract wins above and beyond the $130 million of EBITDA we have already talked about.

As anticipated, 2 new RNG plants were commissioned in Q3, and we expect 1/to come online before year-end. All 3 of these projects will drive incremental contribution in 2025 and beyond. We also deployed $47 million into 3 tuck-in acquisitions and continue to have a robust pipeline of attractive M&A opportunities in our markets. We ended the quarter with net leverage of $4.05, the lowest in GFL's history, demonstrating our absolute commitment to the capital allocation and deleveraging targets that we previously shared.

As we previewed in August, we officially launched a robust process to evaluate the sale of our Environmental Services segment in September. As anticipated, the best-in-class quality of this asset, coupled with its near-term growth opportunities, has attracted a significant number of highly credible potential buyers from diverse backgrounds.

Based on the first round bids that we received last week, we are highly confident that this action at a valuation equal to or greater than we have previously suggested, can be signed and announced before we report our full year results in February. We have conviction that the transaction should met a minimum of $6 billion in after-tax proceeds. We expect to repay at least $3.5 billion of debt with the remainder available to buy back stock and for general corporate purposes.

Before I hand the call over to Luke, I want to take a minute to talk about the security incident that you may have read about in recent media reports in the context of where GFL is today. I started this business in 2007 with one solid waste transfer station and 4 old rollout trucks and $250,000 in start-up capital. This December will be GFL's 17th anniversary as a company. And today, we are the fourth largest diversified environmental services company in North America. We have operations across 10 Canadian provinces in 25 U.S. states. And this year, we are approaching $8 billion in annual revenue. We have millions of customers who trust us to provide them with their essential environmental services including the over 5 million households that we service across Canada and the United States weekly.

We have achieved this level of success by providing high-quality service at a fair price and through the more than 250 acquisitions we have completed to date. With many of those owner operators staying on with us post-acquisition to continue to contribute to the integration of their businesses into GFL. We have a reputation in the industry of doing what we say we're going to do, and we are very proud of that reputation.

Investors in GFL now include the highest quality institutions from private equity funds to pension funds, sovereign wealth funds and leading financial institutions around the world. Many of our investors have been with GFL since our early days and have done extensive due diligence on GFL, our leadership team and the industry.

All of our long-term investors have earned significant returns on their capital that they've invested with us. They have and continue to put their confidence in us to be the stewards of their capital and create long-term value for them. We do not take that trust lightly. Regarding the recent events, we are not going to comment on any specifics because the police are investigating these incidents and the investigations are ongoing. While the media likes to speculate, we would encourage everyone to allow the authorities to do their work. We are cooperating in the investigations and trust that the authorities will bring them to a successful resolution, hopefully in the near term.

We are also working with third-party security consultants to review our security measures and any additional precautions we should be taking. While the authorities continue to do their work, we also remain focused on the safety and well-being of our employees who, as I said before, are the core to everything we do. The results we've achieved this quarter and throughout our history, are a reflection of all of the hard work and dedication of GFL's more than 20,000 employees. We have hundreds of facilities across our platform, and these incidents are not going to derail or distract us from continuing to drive the business forward.

I will now turn the call over to Luke for additional color on the quarter, and I will then have some closing remarks before we open it up for Q&A.

[Luke Pelosi, executive]

Thanks, Patrick. Consolidated revenue for the quarter of $2.015 billion was right in line with our guidance after giving effect to FX and commodity prices. The third quarter saw 11.3% revenue growth in solid waste when excluding the impact of the divestiture driven by stronger-than-expected solid waste pricing of 6% and volume of minus 0.8%, a 90 basis point sequential improvement over Q2 despite initial storm-related impacts at the end of the quarter.

We expect volumes to turn positive in the fourth quarter and as we anniversary most of the impacts of our targeted volume shedding initiatives. Decreases in commodity and energy prices reduced third quarter revenues derived from the sale of commodities as well as fuel surcharges compared to our guidance, a trend we expect to continue in the fourth quarter.

Environmental Services revenue was up 3% compared to the prior year, inclusive of the impact of lower UMO pricing and a tough comp arising from a large-scale event-driven revenue realized in the prior year period. Excluding the impact of these 2 items, segment revenue was up 9% versus the prior year, demonstrating the strength of our price-led growth strategy to offset this lower level of event-driven activity that we continue to see in certain markets.

Adjusted EBITDA margins were 31.1% for the quarter, 300 basis points over the prior year and the first time in our history that we've reported adjusted EBITDA margins of over 30%. For context, adjusted EBITDA margins in Q3 2019, the first publicly reported third quarter results we have were 25.1%, this quarter representing 600 basis points of margin expansion over those past 5 years.

Solid waste adjusted EBITDA margins were up 340 basis points, inclusive of tailwinds from commodity and fuel prices, the impact of recent divestitures and the impact of the results of our RNG joint ventures flowing through our P&L, which overcame headwinds from M&A that came in at decretive EBITDA margins, a dilutive margin impact of the increased cost of risk as well as the impact of reclassification of certain costs that had been recognized in the corporate segment in the prior period.

Environmental Services adjusted EBITDA margins were 32.2%, 110 basis points ahead of the prior year despite headwinds from used motor oil pricing and increased cost of risk. Adjusted free cash flow and adjusted net income were $225 million and $126 million, respectively, both exactly in line with expectations and another data point illustrating the highly predictable nature of our financial results. Net leverage at the end of the quarter was 4.05, ahead of expectations, largely on account of translational FX, but when looking through the FX impact, this result is consistent with the quarterly cadence on which our year-end net leverage target is based.

As you all know, it is difficult to predict where FX rates will be in the future, but on a constant currency basis, we continue to track towards the net leverage range outlined in our 2024 capital allocation framework. After quarter end, we were successful in issuing our first industrial revenue bond, a tax-efficient financing instrument commonly used by all of our public company peers, the USD 210 million bond was issued with a 4.375% coupon rate, approximately 100 basis points lower than the current weighted average effective interest rate on our other long-term debt. Our initial foray into the tax-exempt bond market is another example of the incremental financing opportunities we expect to become available with our increasing credit quality profile.

We have one additional secured bond in our current debt stack that becomes callable at par in the third quarter of next year. The debt remain -- markets remain highly constructive, and we expect to address these notes in advance of the maturity through cash on hand, proceeds from divestitures or opportunistically accessing the debt markets when a window presents itself.

During the quarter, we also converted approximately $14.5 million of our Series A perpetual convertible preferred shares into 16 million common shares. The conversion had no impact on our total diluted shares outstanding. Given our robust Q3 results and our expectations for the fourth quarter, we now expect revenue of approximately [ $7.82 billion to $7.5 billion ] for the year. All other aspects of our previously provided guidance remain unchanged. As a result, our expectation for fiscal 2024 adjusted EBITDA margin increases for the third time this year to approximately 28.6%, representing an industry-leading 200 basis point margin expansion over the prior year.

Specifically, as it relates to the fourth quarter, we expect consolidated revenue of approximately $1.94 billion to $1.97 billion at just over 29% adjusted EBITDA margin representing another quarter of 300 basis points of year-over-year margin expansion.

Q4 adjusted free cash flow and adjusted net income are expected to be approximately $350 million and $75 million to $80 million, respectively. Due to the significant impact, the potential sale of our Environmental Services segment would have on our financial outlook, we're going to wait until February to provide our fulsome 2025 framework and guidance.

In addition, we plan to have an Investor Day in early 2024, details of which will be announced soon. However, where we sit today, we have a strong line of sight to a mid-single-digit top line organic growth, double-digit adjusted EBITDA growth and another year of more than a 100 basis point margin expansion. Layering in the potential contribution from completing even a portion of our current M&A pipeline, we could see 2025 adjusted EBITDA growth in the low to mid-teens.

I will now pass the call back to Patrick, who will provide some closing comments before Q&A.

[Patrick Dovigi, executive]

Thank you, Luke. The value creation opportunity at GFL has never been better. We have laid out the foundation for long-term growth, and we believe that we are uniquely positioned for industry-leading financial performance over the near term. This year's performance demonstrates the strength of what we have built and moving into 2025, the set-up is very clear.

Continue to advance the ESL process, giving us the opportunity to accelerate our deleveraging plan and explore options to buy back our stock, continue to focus on generating industry-leading organic margin expansion in our solid waste business, benefit from the ramping contributions from both extended producer responsibility in our RNG facilities, and execute on our robust M&A pipeline while maintaining leverage targets and continue progressing towards an investment-grade credit rating.

As I said many times before, all that we have achieved is a testament to the hard work and dedication of all of our employees. On behalf of all of GFL's management team, I want to thank each and every one of our employees and our investors as well as our customers and our communities for the continued loyalty and support.

This quarter also sees us announcing the change of our leadership team in a long-planned succession, effective January 1, Greg Yorston, will transition the COO role to Billy Soffera, our current EVP of our solid waste operations.

Greg has had a distinguished career in the waste industry of nearly 40 years. Starting in Western Canada in 1986, Greg and his family moved 8 times throughout the U.S. before he settled that waste industries in 2013. Greg's Canadian roots came full circle when he took on the role of COO following GFL's 2018 merger with waste industries.

Since then, Greg has been instrumental in executing our growth strategy across our solid waste platform and instilling operational disciplines across all of these operations. I know that we would not be where we are today if we work for Greg's leadership and dedication to GFL over the last 6 years. I am personally very grateful for all of his contributions and feel very fortunate to know that GFL will continue to benefit from his expertise through 2025.

Billy has been a key member of our operational leadership team since he joined us in 2021. Billy should be familiar to many of you who with his more than 30 years of experience in the solid waste industry, including at Republic Services and most recently before he joined GFL at Advanced Disposal. Billy has worked as Greg's right hand since 2021 and with his decades of industry and GFL experience, Billy is uniquely positioned to take on the leadership of our solid waste operations. This succession has been extensively planned, and we are highly confident in the seamless transition.

I will now turn the call over to the operator to open the line for Q&A.

[Operator]

[Operator Instructions] We have the first question on the line from Patrick Brown with Raymond James.

[Patrick Brown, analyst]

Patrick, I just want to kind of -- thanks for all the details on the ES sale, but I just want to be clear. So the $6 billion is net of any tax leakage. I don't necessarily want to go down a big rabbit hole here on taxes paid or how a deal might be structured. But kind of regardless of those taxes, I mean, the implied multiple on this deal is still very attractive. It's fully consistent with the multiples that you guys had talked about last quarter. Would that be correct?

[Patrick Dovigi, executive]

Yes, that's correct. I think, Patrick, what we meant to sort of illustrate with this is -- I mean, there's been lots of media attention on what the actual value of this business is. I think what we tried to articulate is that we have a very, very high degree of confidence that we will deliver a minimum amount of $6 billion in cash proceeds. Obviously, as enterprise values continue to increase, so does the tax bill. And I think from our perspective, We are looking to find the most efficient structure from a tax perspective, given as increased enterprise value equals increased taxes. And I think -- but what you can underwrite is that there's going to be a minimum of $6 billion of cash proceeds.

$3.5 billion of that is going to get -- a minimum of $3.5 billion that's going to get these repost -- get to repay debt. And then the balance will be used for general corporate purposes and share buybacks. But I think that was clearly meant to demonstrate we have a very high degree of confidence in that today.

[Patrick Brown, analyst]

Yes. Okay. Excellent. And then big picture, Luke, as we kind of look to '25, can we talk about some of the breadcrumbs rule, just had a very high level, specifically around EPR and RNG. I mean right now, how much incremental EBITDA would you expect from both of those buckets? Would it be something like $30 million to $40 million incrementally for each in '25? And then the contribution kind of steps up into '26?

[Luke Pelosi, executive]

Yes. So Tyler, I think you're thinking about it right in terms of the ramp. I mean if you take EPR this year, as we said, de minimis impact, I think $5 million to $10 million of EBITDA in your results. That number is going to go up to call it, sort of $40 million to $50 million next year. So you have that sort of incremental $35 million, $45 million from EPR.

On the RNG side, this year, the one facility, Arbor Hills, roughly $25 million, $30 million of EBITDA. And I think that number should look to sort of double into next year.

Obviously, on the RNG side, RIN pricing can play a factor of that. I think we're being pretty conservative with our expectations on RIN, that's keeping it well below today's levels. So we're basically doubling up the MMBtus with the new plants that have come on. New plants that will come on later in '25 and into '26 will have de minimis impact in here. So I'd say the RNG number in that sort of #35 million to $45 million incremental and -- sorry, EPR, $35 million, $45 million incremental and RNG in that sort of $25 million to $30 million range.

[Patrick Brown, analyst]

Yes. Perfect. And then just to be clear, there's no -- at this point, based on deals done to date, there's really no M&A impact in '25 as of right now.

[Patrick Dovigi, executive]

No. But what I will say on M&A for '25, obviously, with a high degree of confidence that we're going to get something done in relatively short order. We've been building our pipeline. So I think next year, we have -- we'll have a very good setup from an M&A perspective across both Canada and the U.S. So to Luke's earlier comments of just a setup for 2025 and the potential impact from incremental M&A.

Well, again, sort of maintaining the leverage targets that we have with the focus on the investment-grade credit rating, we're going to have a very good setup with the proceeds that we received from ES to be able to sort of double down on the solid waste businesses in our markets that are going to be sort of highly accretive to the -- both from a free cash flow perspective and just an operational perspective.

[Luke Pelosi, executive]

And Tyler, I mean, to Patrick's point, like M&A is really this kicker to what's an extremely attractive organic setup because as I said in the prepared remarks, like mid-single-digit top line, like think of it that, and we'll come out with the specifics. But I think there's a path where you have another 100 basis points of spread of price over year sort of cost inflation. .

So if you think at the margin level, you've got a mid-single digit on the top line, 100 basis points of spread, that should give you 60, 70 basis points of margin coming out of the spread. You got R&G and EPR that we just talked to that's additive to that. The Michigan divestitures, anniversary next year, you pick up another sort of 20 basis points there. So you don't need to believe a lot to see 100 basis points sort of margin expansion. And so this natural organically, EBITDA would be up 8%. The RNG and EPR contribution is another 2. That puts you at a 10% EBITDA increase before considering M&A. And we're feeling like really confident in those numbers. So we think it is a very attractive setup as we're getting into next year.

[Operator]

Your next question comes from Saba Khan with RBC Capital Markets.

[Sabahat Khan, analyst]

Great. Maybe just continuing on the margin discussion. And it sounds like you'll probably provide a bit of a medium-term outlook at our Investor Day. But if you put the ES business aside, can you maybe just give us maybe just rehash kind of the margin journey? Obviously, a peak margin this quarter, how we should think about the margins over the next 2, 3, 4 years and maybe the bigger bucket drivers over the medium term, specifically for the solid waste business.

[Luke Pelosi, executive]

Yes. So, it sounds like you're trying to steal our thunder from Investor Day, but at a high level, look, I think you have the base algorithm of price/cost spread. I think what you're seeing this year and industry-wide you're hearing the conviction going to '25 and beyond, that -- I think that's here to stay. We can debate what the new norm is, but I think you're going to be seeing this ongoing base margin expansion coming out of that dynamic.

And I think where we're at is in the relatively sort of infancy of some of our price discovery, we probably have some runway of that above and beyond what the industry peers are. Then in addition, we have the whole discovery of ancillary pricing charges, right, which is just net newer in our book, less mature in our application of that. And that's going to provide us what we foresee to be an incremental tailwind as we just catch up to where the industry already is.

So you have a very attractive sort of price/cost spread driver of annual margin expansion. You take EPR and R&D, I mean, Tyler was asking about the '25 amounts, but take them all the way to fruition. And over the next couple of years, you're going to get at least this $130 million of EPR coming in at accretive margins. And you have RNG that from this year's $25 million to $30 million is going to ramp up to $175 million plus, right, which is highly in margin accretive, right? You should realize all the benefit of that over the next 2 to 3 years as well.

And then Patrick's prepared remarks spoke to what's happening within the base business of the continued maturation of our optimization sort of processes within, whether that's procurement or its asset utilization, everything we've been doing to optimize the business we have and the continued maturation of synergy realization from recent M&A.

And so when you put this all together on the remaining solid waste business, I think there's a very clear path to what should be industry-leading market expansion, taking us to a place where we should be sort of very close to best-in-class on our sort of solid waste margins. So we're feeling really good. The exact breadcrumbs we'll provide at Investor Day, but that's the broad sort of strokes of the outlook.

[Sabahat Khan, analyst]

Great. Appreciate that. And then I think the commentary around $3.5 billion at least of debt paydown. Just at high level numbers gets you to a very low 3x leverage. Is that sort of the leverage ratio, I guess, would that be a happy place to kind of continue to do M&A and maintain leverage? Is that how we should sort of read into that low 3x leverage pro forma the sale? Just any thoughts you could share there.

[Patrick Dovigi, executive]

Yes. Obviously, the cash flow is going to continue to ramp. And obviously, with the organic growth, we're going to continue to organically grow the business, which is again to continue pushing leverage down. I think from a rating agency perspective, you want to maintain leverage between sort of 3% and 3.5% to get to that investment-grade rate credit rating. And again, we're moving all the way down there, so we're going to stay down there. So I think depending on sort of what M&A and timing of M&A could step up a little bit for a quarter 2, sure, but we're going to maintain leverage between the 3% and 3.5%.

[Operator]

Thank you. We now have Kevin Chiang with CIBC.

[Kevin Chiang, analyst]

Maybe if I can just ask on EPR. It seems like as you've gone on this journey, it seems like the -- you've kind of pointed to there being just more upside relative to the original opportunities you saw in front of you. And you kind of mentioned in your prepared remarks, Patrick, you could see upside to $130 million. I'm just wondering, based on the investments you're putting forward, is there a way to think about I guess, the blue sky earnings potential based on the capacity that you'll be putting into the market? Or when you think about the excess of $130 million, does that require more investment to more facilities to service those new contracts?

[Patrick Dovigi, executive]

Yes. Like we said, Ontario was basically done, and that's the number that Luke is referencing, coupled together with an incremental opportunity in Quebec. What's still out there on the table is the Maritimes as well as Alberta and Saskatchewan and sort of Manitoba. Those are the sort of next big ones to fall. I think blue sky scenario, you'd be pushing closer to $200 million of EBITDA, right? I would say that's the blue sky scenario.

Could we potentially get to the blue sky scenario? The answer is probably yes. Are we underwriting that? The answer is no, but it's certainly going to be more than $130 million and potentially sort of slightly less than $200 million. But we're feeling very confident about our asset positioning and our positions in those markets. Again, I guess, just from an asset positioning perspective, we're in very good shape in a lot of those markets. So -- and obviously, with our relationship, with circular materials and how we sort of build this program and design the program, I think we're in a good spot to get our fair share. But as those bids continue to move forward, we're certainly at the top of the pile, and we're continuing to push forward on all of them.

[Luke Pelosi, executive]

And Kevin, I mean, as Patrick said, asset positioning. I mean some of those markets, we can use an existing facility to drive incremental volume and profitability to -- so call it, CapEx line. In another market, we may need to build a facility. But again, going back, the return profile of these, it's the type of business that we're in. We like to invest that capital in places where we can have long-term visibility on predictable sort of cash flows. And the new contract of the contracts supports that.

And so I think it will be a combination in the end of that sort of blue sky between using existing and building net new. But both options, I think, fit within the overall margin return on invested capital framework with which we evaluate all of our capital decisions.

[Kevin Chiang, analyst]

That's helpful. And then just my second question. I'm just wondering like in a post-ES sale world and obviously, you have cash here to deploy towards your capital structure. Does that change how you think about the working capital seasonality you have? It looks like, I guess, in 2024 here it will be the third year in a row where you have a pretty big capital -- working capital unwind in Q4, so you kind of have -- it's a heavier lift in the first 3 quarters. Does that change in a post ES world? Is that something that you can address as you kind of think of pure solid waste business?

[Luke Pelosi, executive]

Yes, absolutely, Kevin. I mean a big component of that working capital seasonality profile you see today is driven by, yes, it's the most seasonal of our business. It's a function of the larger Canadian exposure it has, plus just the sort of nature of the work that gets done. I mean, this year, although the year-to-date investment in working capital is sort of exactly the same as last year, you can see more muted swings in each of the quarters.

And the guy has Q4 sort of reflecting back to sort of 0. So again, smaller, more muted swings than what you had historically. Excluding ES from that, today, it's comingled. But when you carve that out, the DSO profile of the business on a blended will improve to sort of a lower number and the gap of [indiscernible] DPO is going to be more stable and narrower. So I think you will see exactly what you're anticipating. Our Canadian solid waste business will continue to have a seasonality profile, which you can see in like one of our other sort of peers that has a more sort of northeastern exposure,, but more muted than where we are today.

[Operator]

We now have Jerry Revich with Goldman Sachs.

[Jerry Revich, analyst]

Yes, congratulations to Greg and Billy. I wanted to ask as a consequence of the divestiture, could you just talk about any benefits from a simplification standpoint to Luke, you just spoke about the working capital benefits. What about organizational structure, how much does simplify the process, create the ability to do more M&A without potentially ramping up overhead from here? Can you just address, is that an opportunity?

[Luke Pelosi, executive]

Well, Jerry, what I'd say is, I mean, we've contemplated divesting of ES sort of several times from a sort of disintegration perspective. I don't want to say it's stand-alone, but the thing is sort of autonomous isn't the right word, but not massively intertwined, and that's what's gives us the conviction with the speed with which we could do something.

And so why I highlight that is, look, obviously, not having that segment would simplify certain aspects, a couple less IT systems, a couple less particular administrative functions that serve to support ES. But I don't think you're going to have a step function change in our overarching overhead. Most of the ES specific overhead is actually already burdened in the ES segment. So if you think about my corporate cost bucket, we have like a $10 million to $15 million reduction that comes out of that when ES goes away as opposed to maybe a pro rata number that you might be thinking of.

And again, that's because a lot of the specific overhead is already in ES. But certainly, if you look today, we balance our sort of capital allocation amongst both of the segments. And with the capital allocation constraints, if you will, sometimes we're forward going. Opportunities and solid as we're sort of doing something in ES, and there's a sort of balancing coming through of that.

But if you think about that corporate bucket, as we start doing the M&A, you get the sort of leverage that's going to sort of come out of that. And you're going to see we don't need incremental overhead investment and so with what we have, I think we have the base that's in place. And if you roll forward the model over the next 4 or 5 years, you can see what today is a sort of low 3% number gravitating towards that 1.5% to 2% number. And I think we expect to get meaningful leverage out of that as we grow the business from here.

[Jerry Revich, analyst]

Got it. And shifting gears, your inflation was really impressive this quarter. Good pricing and inflation actually slowed last quarter. Can you just talk about what's driving that and sustainability based on what you're seeing into October?

[Luke Pelosi, executive]

Yes. I mean, I think it's all of the things that we -- and to be honest, the industry have been talking about. When you think about turnover rates and Patrick spoke about this at our prepared remarks, while there's been a lot of focus on unit cost inflation, like the efficiency and productivity associated with that sort of reducing turnover is real and you're seeing that come through in your sort of cost inflation as well.

R&M costs continue to moderate as anticipated, and we're getting the benefit of that. So, Jerry, I'd say it's not any one thing, but really a combination of all the things in conjunction with the pricing levels that we had a high degree of sort of visibility on. So it's -- this combination and the recurring nature of it that gives us such sort of conviction on our expectations as I sort of set out for 2025. Again, not a specific thing, but all of the things together.

[Jerry Revich, analyst]

Great. And lastly, Luke, the RNG tailwind number that you pointed out, $25 million to $30 million. It feels like you're leaving a lot of room for RIN price volatility at $2 D3 RINs, I think the incremental earnings could be closer to $50 million from the $4 million MMBtu. Can you just expand on that? Is that just, hey, we just had a change in the White House, let's make sure we understand what's happening with D3 room prices and room to execute? Or are there any discrete contract structures that we should be aware of when we talk about just $25 million to $30 million you step up?

[Luke Pelosi, executive]

Jerry, just to confirm, it's only -- it's $2 million incremental MMBtu, right? We got $2 million in hand. It's $2 million coming on. But even with that, you're right, there's some conservatism in there. One on the RIN pricing, but 2 more -- so just 2 of those facilities of the net new ones are coming online, in Q4 effectively. And there's a ramp-up until these facilities actually start contributing at sort of full run rate. So it's a volumetric conservatism, which I think is appropriate in conjunction with just some conservatism on RIN pricing.

[Operator]

Your next question comes from Devin Dodge with BMO Capital Market.

[Devin Dodge, analyst]

Nice margin expansion in the quarter. Just wondering, have you started to realize some benefit from the investment in camera technology for nonconforming pickup conditions or recycling contamination? And then could you just remind us how meaningful that opportunity could be for you over time?

[Luke Pelosi, executive]

Devin, it's Luke speaking. So the tablet initiative is sort of still in flight, piloting getting the things in the trucks is one thing, but then changing the sort of driver behavior and making sure we have the process in place to capture as another. So we're seeing, I'd say, the infant stages of this. And you can certainly see in the markets where it's being employed, the incremental dollars coming in. .

I want to be clear, right now, it's really focusing on blocked bins and overloading, recycled contamination fees, which I think our peers in the industry have brought into would be a sort of Phase 2 for us. I mean right now, we think the low-hanging fruit on the overflowing and blocked bins represents a sort of meaningful opportunity. Exactly what that is.

We have $1.5 billion to $2 billion of commercial revenue. When you think about what the incremental sort of surcharge could be coming out of that, even a sort of small percentage is a very attractive number. What we're endeavoring to do, having is to use the pilot together some Intel such an Investor Day, we can provide an actual sort of quantification. But suffice to say, we think there's real dollars there, all of which had dropped to the bottom line and just bring us to par with where our peers already are today.

[Patrick Dovigi, executive]

Yes. And on the resi side, obviously, particularly on the back of EPR in Canada, we're developing also camera system with AI technology to determine contamination rates, et cetera, that give us the ability to charge back based on those. And that's all in flight. I don't think that's a 2025 possibility, but I think as we move into 2026 and 2027 and beyond, the technology is getting very good, and we're piloting a bunch of different initiatives today that we think, again, will just be more value accretive as we move into '26 and '27.

[Devin Dodge, analyst]

Okay. Good color there. And then second question, just based on the EPR contract cutters that you've seen so far, the current RNG project development pipeline, what should we be expecting in terms of sustainability-related spending in '25? Then is there much carryover into 2026?

[Luke Pelosi, executive]

Yes. So Devin, Luke speaking, I think '25 on the incremental growth spend probably looks something similar to '24. Again, you got to figure out which -- from the contracts when actually truck deliveries are going to be happening on some of the pieces. So we need a little bit more time to get that iron note before we speak to you in Feb '25. But I would think directionally in line with what 2024 was is probably the right way of thinking about EPR and R&G for '25, '26?

[Patrick Dovigi, executive]

Unknown because there's still a bunch of -- there's still much of collection contracts that are sort of influx. So I think that's still a bit of a moving target, but.

[Luke Pelosi, executive]

We'll have more color.

[Patrick Dovigi, executive]

More color -- we will have more -- we'll definitely have more color by our Investor Day to give basically an 18-month to 24-month outlook, and we'll sort of have the EPR sort of what we believe the revenue and EBITDA contribution to be from EPR at the Investor Day. But '26 on the face of it today will definitely be lower than '25.

[Operator]

We now have Konark Gupta of Scotiabank Bank.

[Konark Gupta, analyst]

And then Patrick, I appreciate you addressing the recent incidents here. Just back to the ES sales process. I hear you guys several potential bids are coming in. So I just want to understand, like, what would narrow down to the final winner considering all the kind of different sets of bits you're receiving, you talked about tax implications, but are there any other considerations in selecting the final winner. And is there also a possibility of a call or put option there?

[Patrick Dovigi, executive]

Yes. So I think where we sort of sit today, we went out to sort of 40 interested parties really at NDAs out to almost 30 different parties, which then translated into 10 to 11 different proposals. All sort of varying degrees and that sort of a mix of strategic and financial sponsors. And obviously, we have to manage this process now. So we -- I think -- from our perspective, what we're doing is we're going to narrow the field down to 4, which we did yesterday.

And these are 4 people that I have met with personally, have relationships with, have a high degree of conviction of closing and doing exactly what they say they're going to do. So we're going to basically run those 4 to the end. What is important to us. Price is important to us, structure is important to us, timeliness to close is obviously very important to us. And depending on the structure and the tax structuring, just given the increase in the enterprise value of what we initially thought, structuring is very relevant to us today because as the enterprise value goes up, so does the tax go.

And those just -- the tax to goes up exponentially based on sort of increased value. So I think what was out on the street before historically was that it was a $6.5 billion to $7 billion EV. I think comfortably, you're materially higher than that, and you can definitely move that number up $500 million to $1 billion from where we were.

So structure is going to be important to us. So we will arrive there. It's going to play out over the next while. I think where we sit now, if we do our job, we're going to push, and we're going to try and get something done. Obviously, as Luke said, the outside date is having something done by the time we report. But ideally, we'd like to get something done in January and have this closed sometime in Q1 if we could. Now that would be sort of a boom sky scenario. But from our perspective, we think it's doable, and we're going to push to make that happen.

[Konark Gupta, analyst]

Okay. That's a great pillar. And if I can follow up just on the housekeeping. On solid base side, if I heard correctly, you guys are expecting volumes turning the corner in Q4. Can you suggest what are some of the puts and takes driving that volume rebound in Q4, please?

[Luke Pelosi, executive]

Yes. Konark, it's Luke. You got to remember, the volume that we're seeing this year is really a function of the shedding activities that in large part took place last year. So if you think about the Q3, 90 basis point sequential improvement over Q2, if -- when we're looking at Q4, I think you're going to have 150 basis point -- 170 basis point improvement over Q3. And that's less about believing what's going to happen in the market, and that's just more the math versus anniversarying what happened last year, right, because last year, Q4 was the minus 3.6%, which was just the sort of culmination of that sort of anniversary.

So I'd say everything is working according to plan. Certainly, you're seeing some volume softness in some of the markets as it relates to special waste, and I don't think we're unique in seeing that across the sort of footprint. I believe that is just sort of timing in '25 and beyond as things start back up, you'll see that coming back.

But the underlying fundamentals across our sort of collection and post-collection businesses are strong, and you're seeing that playing out and consistent beating of our volume, yes, the numbers are negative. But again, a function of anniversarying last year's intentional shedding. And then we're feeling really strong that this turns positive in Q4. The 2025 outlook again, we're going to hold off on that. But it's certainly not going to be the same sort of negative cadence that I had this year. We're feeling sort of confident that will be something significantly better than what we had this year.

[Operator]

We now have James Schumm with TD Cowen.

[James Schumm, analyst]

So I was curious, are you willing to sell the used motor oil business separately? And what would be the likelihood of that?

[Patrick Dovigi, executive]

No. I don't think it makes any sense. I think it's a very small part of the ES business. And I think from a customer overlap perspective, we provide multiple service to those customers, and I don't see any path to why we do that. And given the market structure where we operate those human businesses, it's a very good business, and we're very easily able to manage spread in that business.

And as you saw in Q3, even with the moves in Motiva and demand for base oils, we're able to maintain spreads for the most part, the headline revenue was off a little bit, but by and large we'll maintain that spread. And it's been that way since we own that business back -- since we started it in 2008.

[Luke Pelosi, executive]

Yes, James, I think it's important to delineate that our business is different than some of the other peers, very little sort of on the re-refining and the back end. We are a collector service provider. And as Patrick said, it's managing a spread. And yes, revenue can move in this quarter $5 million, $6 million in Q4 is expecting the same at the top line, but you're able to preserve the vast majority of those or the EBITDA dollars. When the prices move really quickly, you get an EBITDA impact as you saw in Q3, but by and large, you preserve that. So just collection-based milk-run-type businesses that we've had for a long time, and we're a big fan of, and as Patrick said, works very well within our broader gas business.

[James Schumm, analyst]

Okay. Great. And then for Q4, you mentioned the potential for severe disruptions related to storms, but is it possible that you'll actually get a storm benefit from the prior hurricanes. Just any color you can provide there would be helpful.

[Patrick Dovigi, executive]

Yes. I think I was going to say, I think they had the potential to be severe disruptions. I think at the end of the day, the management view weathered the storm, and we're not expecting any severe disruptions. And yes, I mean, in theory, there should be the potential for some tailwinds of incremental volumes in the southeast around the area was where we have operations where the hurricane went through.

[Luke Pelosi, executive]

Yes, James, I think we had some light softness in special waste like some of our peers. And I think now, as Patrick said, absolutely, you'll probably get some benefit from some storm waste, and that should sort of offset that special waste. But yes, that was -- Patrick was highlighting the excellent work of our team to avoid disruption.

[Operator]

We now have Stephanie Yee with JPMorgan.

[Stephanie Yee, analyst]

When you say that you're -- when you say that you're going to use part of the proceeds from the ES sales to buy back stock, do you mean from your largest shareholders? And do you have certain targets in mind?

[Patrick Dovigi, executive]

Mechanism to BD and -- that is an ongoing discussion, obviously. But I think as the process continues to evolve, we'll have a clear answer on that in time. But I think from our perspective, we have to figure that out, and we will over the next little while.

[Stephanie Yee, analyst]

Okay. Understood. And just on M&A as you're thinking about M&A into next year, have you seen any changes in the valuation levels given just people's interest rate expectations.

[Patrick Dovigi, executive]

Yes, remember, a big part of the arena we play in is in the -- we all referenced multiples, et cetera. But at the end of the day, a lot of these companies we are buying where we've sort of decided to play has been sort of in the $1 million to $10 million of EBITDA range. The lion's share of those business owners only really know what multiples are. Generally, a lot of them don't have financing anyway. So they're not overly concerned about being levered to interest rates, et cetera.

So we haven't seen any real material movement. But at the end of the day, those acquisitions to us, again, have been sort of in the same ZIP code, and we believe that we're going to be able to execute on a very robust pipeline as we move into 2025 as we bring in the proceeds from ES. And I think those acquisitions will become highly accretive, get tucked into existing regions where we already own assets and specifically have underutilized post-collection assets. So we're expecting 2025 to be a great year from that front.

[Operator]

We now have Brian Butler with Stifel on the line.

[Brian Butler, analyst]

Go start with maybe on the commodity prices, it was a little bit of a headwind. Can you talk about maybe where commodity prices have averaged year-to-date and where they are right now? And what kind of sensitivity that looks like maybe in third quarter or going into 2025?

[Luke Pelosi, executive]

Brian, thanks for the question. When we gave the guide for Q3 coming out of Q2, commodity about CAD 225, right, in the basket, and that's what we're expecting. I think what you saw in Q3 is that it was down more like $210, $215, right? So you gave up that sort of $10, $15 at the revenue line as a result of that change. Post-Q3, as you know, continued to have downward pressure, concerns over the sort of northeastern oversupply with the port strike I think you're seeing that in Canadian dollars south of $200 today. It's maybe more $180, $190 level. I do think folks believe that this is going to come back. But if you align today's pricing up with the average you realized in 2024, 2025 would be a slight headwind, right?

So you'd have a little bit of pressure from that pricing and that would have a little bit of margin impact as well, modest dollars, I think it's more than $5 million to $10 million headwind at the revenue line, a little bit of margin on that.

And then -- but the offset is diesel pricing today continues to sort of be at a low when compared to prior year, the 2024 average. And so that would be a slightly sort of margin tailwind into 2025. So I think of commodities, I think of all those sort of exogenous price inputs. Those 2 are probably a bit of a wash if we were to stay at today's levels and any upside on commodity pricing today's levels within the incremental upside to the guide.

[Brian Butler, analyst]

Okay. That's helpful. And then I guess on the industrial revenue bonds that you guys did, how big or how large of a part can that become of the GFL's kind of dead stack? And how long does that take? And is that savings 100 basis points the right place to kind of model it? Or is there may be some additional savings in that?

[Luke Pelosi, executive]

Look, I mean, the 100 basis point savings is a function of where our current debt is and where the current sort of debt markets are, right? I think -- but the idea we were showing we're now accessing instruments previously, say, for higher credit quality than we historically were. So we're going to continue to look at it. And it is a very coupon-efficient sort of structure, which is I think why all of our peers use it. The counter to that is it's typically not the largest sort of component in your cap structure, and that's just because the regulations and requirements for it is you're really tying into specific CapEx in specific states.

Now landfill spend is typically a great capital deployment where these are used. And we do spend hundreds of millions of dollars a year in the landfill CapEx. So we're going to be actively looking at it. But when you look at our peers, we assume that, that's what normal course looks like in the future. I think it's more like 10% to 20% of your cap stack as opposed to 50% plus.

[Operator]

We now have a question from Stephanie Moore with Jefferies.

[Unknown Analyst]

This is [Harold Lotto] on for Stephanie. I guess labor inflation has been around 4% to 5%. We've been here for some of the competitors. I guess, are you seeing -- is it the same for what you're seeing? And then if you could just provide a little bit more clarity on what you're assuming the labor front and in terms of turnover and stuff, if you can provide details that would be very helpful.

[Luke Pelosi, executive]

Yes. Thanks for the question, [Harold]. I mean the labor dynamics is something near and dear to us that we're watching closely, and I think continues to sort of track favorably I think that 4% to 5% labor inflation number is probably the right overall as you think about the industry. I do think, as we've said, we have benefited from our secondary market focus, whereby we've seen lower wage pressures in the secondary markets than what we see in the dense urban areas. And I think that allows us to blend to something a little bit better than peers. And so we're probably at that sort of low 4s level, and we do credit the secondary market focus to that.

On the turnover, look, we're extremely happy with the direction of travel and the turnover. I remember we were as high as in the 30s, came down to high 20s, was down in mid-20s and now we're touching 20% on the voluntary turnover level. So the trend line is moving in the right direction, and you're seeing that come through in the sort of productivity and as a result of the financial performance. So we're going to continue to be actively engaged in managing that. And I think the macro backdrop is supportive and we look forward to sort of continue sort of benefits that we'll see as we return back to that sort of, I think, the mid-teens level, mid- to high teens where we're going, and we think you'll continue to see the financial benefit come through in our results and in our safety stats.

[Operator]

We now have Tobey Sommer with Truist on the line.

[Tobey Sommer, analyst]

Post divestiture, do you intend to change or see opportunities may be informed by your M&A pipeline to change the mix between the U.S. and Canada in any appreciable way?

[Patrick Dovigi, executive]

No, I don't think so. I think from -- again, where we say it again, we operate 10 provinces today, 25 states in the U.S. I think largely what you'll see is just continued buying businesses and densifying those existing markets where we operate typically around markets where, again, we have capacity in post-collection facilities, and we think that's where we're going to get the highest returns on invested capital.

I do think the opportunity, obviously, in the U.S. continues to be larger just from a market size and scale perspective. But I don't think you'll see us change the strategy that we've had over the last sort of 17 years. I think it'll just be largely the same, but obviously, more getting done in the U.S., just given the size of the market that we operate there.

[Tobey Sommer, analyst]

Makes sense. And I know it's fresh sort of hot off the presses, but does the change in administration in the U.S. impact your thinking potentially on M&A, potentially taxes? Like what does that mean for the company, do you think?

[Patrick Dovigi, executive]

I don't think it means much as we've been able both as a company and as an industry to basically weather any sort of level of government. I mean when we started the business, you had the Obama administration. And then that sort of moved to Trump and then that's moved now at the Biden and now back to Trump. I think the one benefit that I think we're all looking for as an industry, which could be material is whether the Republicans bring back in bonus appreciation.

You know that some of that legislation has been tabled now for a while sort of sitting there as bonus depreciation is rolled off. Will that sort of come back on? I think the thought is that -- or at least the hope is that it will come back given that was something initially supported by the Democrats and not particularly with the Republicans having the House and the Senate that, that's something that will probably happen. But outside of that, I don't think there'll be much change from us in terms of how we operate or where we operate or what we do in the U.S.

[Operator]

We now have a question from Buddy Wiseman-Barker with National Bank of Canada.

[Buddy Wiseman-Barker, analyst]

Just filling in for Rupert here. So just back on the Environmental Services segment, thinking about the tax. I think last quarter, you said $500 million to $600 million range was a good way to think about it. Is it fair to expect that it's higher now with more visibility on a higher price as you've gotten throughout the process or maybe closer to the top end of that range?

[Patrick Dovigi, executive]

Yes. I think that's a challenge. Now we're getting into the weeds. We're getting into the specifics. And again, as the enterprise value moves up, so the taxes. So we're looking at the most -- the most effective way to structure it that maximizes long-term shareholder value, while addressing the issues that we want to address both as we talked about general quarter purposes, and to share buybacks and then the $3.5 billion of debt repayment. So we don't have those exact specifics today. We are confident in the $6 billion net cash number. So stay tuned in terms of what that ultimately looks like as we move through the process.

[Luke Pelosi, executive]

But yes, ultimately, that number that was cited last was tied to a much lower EV than what Patrick speaking here today. And just very simply, as the EV goes up, that number goes up. And so I think that would be considered sale and it's a bigger number because the EV is bigger, and that's where all the comments, Patrick said, is what we're contemplating.

[Buddy Wiseman-Barker, analyst]

Okay. And you talked a bit about the corporate overhead impact there. But how does the maintenance CapEx for the Environmental Services compared to the solid race segment?

[Luke Pelosi, executive]

It's a lower capital intensity. So you will see on a blended basis in theory, that increases the intensity. But if you look at GFL as a whole we've been running in the sort of 100 basis points lower than our peers when you exclude the growth spend. And that's really been a function of having the sort of ES business there. I think without it, what you see is gravitation towards the industry mean and that sort of 10.5%, 11.5% depending on where you are in the growth cycle. But normal course capital intensity for our solid waste business as we go forward.

[Operator]

That does conclude the Q&A session, and I'd like to hand it back to Patrick Dovigi for some final comments.

[Patrick Dovigi, executive]

Thank you, everyone, for attending the call, and we're looking forward to catching back up with you and we have some updates both on ES and certainly with our Q4 results as we move into next year. So thanks for attending and thank you for the support.

[Operator]

Thank you all for joining the GFL Third Quarter 2024 Earnings Conference Call. Today's call has now concluded. Please enjoy the rest of your day, and you may now disconnect from the call.