Casella Waste Systems, Inc.

Good day, and thank you for standing by, and welcome to Casella Waysystems Inc. Q3 2021 conference call. At this time, all participants are in listen-only mode. Please be advised that this call is being recorded. If you require any further assistance, please press star zero. I would now like to hand the conference over to Joe Fusco, VP of Communications. Please go ahead.

Thank you for joining us this morning, and welcome. This is our 97th earnings call. or if you've been binge-watching us, this is Season 24, Episode 3. With us today are John Casella, Chairman and Chief Executive Officer of Casella Waste Systems, Ed Johnson, our President and Chief Operating Officer, Ned Coletta, our Senior Vice President and Chief Financial Officer, and Jason Mead, our Vice President of Finance. Our recurring character is that train whistle. He joined us as well today. Today we will be discussing our 2021 third quarter results. These results were released yesterday afternoon, along with a brief review of those results and an update on the company's activities and business environment. We will be answering your questions as well. But first, as you know, I must remind everyone that various remarks that we may make about the company's future expectations, plans, and prospects constitute forward-looking statements for the purposes of the Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by those forward-looking statements as a result of various important factors, including those discussed in the risk factor section of our most recent annual report on Form 10-K, which is on file with the SEC. In addition, any forward-looking statements represent our views only as of today, and should not be relied upon as representing our views as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our views change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to today. Also during this call, we will be referring to non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP measures, to the extent they are available without unreasonable effort, are available in the appendix to our investor slide presentation, which is available in the investor section of our website at ir.cosella.com. And with that, I'll turn it over to John Casella, who'll begin today's discussion.

Thanks, Joe. Good morning, everyone, and welcome to our third quarter 2021 conference call. We are very pleased with our performance and continued execution against our core strategies. In the third quarter, revenues and adjusted EBITDA were both up over 19% year over year. We also continue to drive adjusted free cash flow growth, and through the third quarter, adjusted free cash flow has increased over 37% compared to the same period in 2020. Our core solid waste and resource solutions businesses are performing at high levels as we continue to advance key pricing and operational strategies, which help ensure we stay ahead of inflationary costs related to labor, disposal, containers, and equipment. At the same time, we're growing our business meaningfully in a disciplined manner through strategic acquisitions and select development projects. So far this year, we've closed nine acquisitions with $86 million of annualized revenue. Most notably, this includes Willimantic Acquisition in Connecticut, which we announced in July. Since then, we've acquired four additional businesses within our operating footprint, including two transfer stations in the Buffalo market. Overall, the acquisition pipeline is robust, and we're actively working on several deals in various phases. Now, a brief update on the recent highlights performance against our key strategies. Starting with disposal, we continue to see modest volume recovery. Landfill tonnages were up slightly. in the third quarter compared to the same period last year. Volumes have not returned to pre-pandemic levels. This is almost entirely related to New York City and the surrounding area. With lower economic activity levels paired with labor stresses on third-party truckers that move the volume to our sites. That said, third-party volumes were generally in line with our expectations. Year to date, we've advanced 3.8 percent landfill price, as volumes come back into the system and as the Northeast disposal capacity continues to tighten, we'll have further opportunity to advance our pricing programs. Our operating programs at our disposal sites also continue to drive value. Ed and the team have done a nice job here improving key operating metrics and improving performance. From an RNG perspective, we have two projects in development that are slated to come online over the next year. And in both cases, third parties are deploying the capital, and we will benefit from the sale of landfill gas to that third party. Moving to the collection business, collection operations continue to perform very well. Ed and Ned will drive into some of the pricing, inflation, and volume trends. I wanted to discuss my commentary on people, our workforce, given the unique environment that we're in. From a labor perspective, our continued investment into our human resources technology programs has certainly helped to mitigate some of the challenges. Over the past several years, we have reset our labor rates in many markets, provided improved transparency through our career path initiatives, and have significantly invested in training, including our new CDL school. The outcome of these initiatives has helped to bring improved stability across our workforce while lowering turnover and improving retention. This has benefited us greatly through the past several months from a labor perspective. Ultimately, we have been able to maintain high levels of service excellence and accuracy during a challenging labor environment. And I also should mention the fact that we are focused so highly on keeping our people safe through the pandemic and rewarding them for their continued dedication to our customers. And the company, because of that, has without doubt enhanced our culture. Our continued investment in route optimization and automation has really helped us through this period. The work that Sean Steeves and his team are doing is really outstanding in terms of our ability to optimize our routes and fully automated and bring automation to those areas, particularly from an acquisition standpoint where we have nice opportunity to really gain efficiencies. We have gained labor efficiencies while widening our labor pool due to the increase in automation across the business. Simultaneously, we've improved the quality of our fleet, which has resulted in lower maintenance costs while improving the sentiment of our drivers and mechanics. Next, the resource solutions business. Both our recycling processing operations and our non-core business units are performing very well. We continue to make return-driven investment into our recycling processing facilities as we aim to gain further operational efficiencies while improving the quality of our end product. We've created a balanced business model that is economically and environmentally sustainable. As recycling commodity prices have increased, we've been able to share in the upside with our customers through lower tipping fees, a lower SRA fee, in the case of some materials, a higher rebate. While we also benefited from higher recycling commodity values, the flexibility and sophistication of our risk mitigation fee programs and contract structures protect us well on the downside should the market moderate into the future. And finally, in furthering highlight our capital allocation and growth strategy, acquisition activity continues to be strong. Our pipeline is very robust given the backdrop of labor challenges, heightened inflation, and tax reform. We are actively working on several opportunities that close late in 2021 or into next year. Our balance sheet and the strength of our team positions us well to execute against our growth strategy. Since August, we've completed four acquisitions. We look forward to fully integrating these businesses into our operations and continuing to provide a high level of service to our new customers. We also welcome aboard our new hardworking team members who are already making meaningful contributions to the company. Two of the four recent acquisitions helped strengthen our position in the Buffalo market while with additional hauling routes and related transfer stations provide an opportunity to vertically integrate volumes into our sites over time. Touching on Willimantic through the first three months post-acquisition, our team has displayed a high level of organization and collaboration as we work through the integration phase. The performance today has been sound, and we look forward to driving further value from our new platform in Connecticut. Wrapping up, Given our continued execution against key strategies and our outlook on the remainder of the year, we've again raised our 2021 guidance. This is our third raise on the year, which reflects the consistent solid performance of our team. We are excited about the opportunity to continue to grow the business and grow adjusted free cash flow. Importantly, as we grow, we are selectively adding the necessary resources and focusing on succession planning throughout the company. This serves to better position the organization for continued seamless execution to 22, as well as well beyond that. With that, I'll turn it over to Ned to walk through some of the financials.

Thanks, John. Good morning, everyone. Reviews in the third quarter were $242 million, up $39.3 million, or 19.4% year-over-year. with 9.3% of the year-over-year change driven by acquisition activity. Solid waste revenues were up 16.7% year-over-year, with price up 4.1%, volumes up 2.8%, and acquisition growth of 9.7%. Revenues in a collection line of business were up 16.2% year-over-year, with price up 4.6%, volumes up 40 basis points, Year-over-year volume gains moderated as the economy rebounded very sharply last year in our markets after COVID, and this created a tough year-over-year comp. Further, labor constraints this year limited our ability to capture all available growth in the market. Revenues in the disposal line of business were up 16.8% year-over-year, with landfill pricing up 3.7%. Landfill tons were up. 70 basis points are roughly 7,000 tons year over year. However, on a trailing 12-month basis, we are still down roughly 350,000 tons, or roughly 8% versus pre-COVID tonnage levels. As John just mentioned, almost all of this negative impact is in New York State, and we believe is mainly the result of lower commercial activity in the greater New York City area and driver shortages. as third-party trucking companies that typically move this waste to our landfill still have major driver shortages. Resource solutions revenues were up 27.6% year-over-year, with 12.3% driven by higher recycling commodity prices, 8.4% of the growth from acquisitions, and the remainder from higher processing and non-processing volumes. The average commodity revenue per ton was up $113 per ton year over year in the quarter, on higher cardboard and mixed paper pricing, higher metals pricing, and higher plastics pricing. Adjusted EBITDA was $61.2 million in the quarter, up $10 million, or 19.4% year over year. And adjusted EBITDA margins were 25.3% for the quarter, flat year over year, as acquisitions negatively impacted margins by 45 basis points, and a one-time operating cost hit margins by roughly 32 basis points. So, excluding acquisition impacts and its one-time operating costs, our adjusted EBITDA margins were up 77 basis points year over year. with our pricing programs and cost efficiency efforts offsetting much of the rising inflationary pressures. Given the challenges to retrain and attract frontline workers, we have increased hourly wage rates roughly 300 basis points over budgeted rates, which resulted in an additional $700,000 of costs in the third quarter, or about 27 basis points of margin headwind. Solid waste adjusted EBITDA was $52.2 million in the quarter, up $4.8 million year-over-year, with collection and disposal adjusted EBITDA both up year-over-year. Resource solutions adjusted EBITDA was $9 million in the quarter, up $5.2 million year-over-year, with improvements from recycling, organics processing, and non-processing operations. With our floating SRA fee for hauling customers and a floating processing fee or rebate structure at our recycling processing facilities, much of the increase in recycling commodity prices was passed back to our customers in lower fees or higher rebates during the quarter. Cost of operations in the quarter was up $23.5 million year over year, but still down 75 basis points as a percentage of revenues. Many cost categories improved as a percentage of revenue as our team has worked hard to control costs as volumes have returned to our business, and we continue to execute very well against key operating initiatives such as collection route automation and optimization. General and administrative costs in the quarter were up $6 million year over year, with acquisition adding roughly $2.3 million of costs, and our consulting costs were also up year-over-year on the successful launch of the CUPA Procurement Program. Given the reversal of our tax valuation allowance in fiscal year 2020, we expect an income statement tax provision of approximately 31% in fiscal year 2021. However, our cash taxes will remain low at approximately $1.3 million for the year given our net operating loss position and our usage of accelerated depreciation. Our income tax provision was $6.6 million in the quarter, up $6.2 million in the same period in 2020. This resulted in about a 12 cent per share year-over-year headwind to our earnings. As of September 30th, we had $558.6 million of debt and $46.5 million of cash. Overall, we had liquidity of $218.5 million, including availability of our revolver in our cash position. Our consolidated net leverage ratio as defined by our credit facility was 2.34 times. Given these metrics, we believe our capital structure is a great position and gives us a lot of flexibility to continue to execute our strategy of growth through smart investments and acquisitions. Net cash provided by operating activities was $134.1 million year to date, up $22.2 million year over year, driven mainly by higher operating results. Changes in working capital were mainly offsetting in the aggregate year to date. Adjusted free cash flow was $82.3 million year-to-date, up $22.3 million, or up 37.2% year-over-year. Year-to-date, capital expenditures were up $4.3 million year-over-year as we continue to invest in planned capital expenditures at the newly acquired operations to drive operating synergies and integration efforts. Given our solid year-to-date, performance and our increased visibility of economic trends, combined with the expected contribution of acquisitions already completed this year, as John mentioned, we raised our fiscal year 2021 guidance ranges for the third time this year. As we announced yesterday, these ranges are revenues between $870 and $880 million, adjusted EBITDA between $200 and $204 million, and adjusted free cash flow between $85 and $89 million. The updated 2021 guidance ranges assume a stable economic environment continuing through the remainder of the year with a modest rebound in solid waste fines. We expect solid waste fines to be up roughly 1.5% year-over-year in the fourth quarter, and we expect solid waste pricing to be up about 4% or a little bit more in the fourth quarter. Our 2021 guidance includes roughly 5.7% revenue growth from acquisitions already completed in 2021 or in late 2020. However, as always, our guidance does not include the impact from any acquisitions that have yet to be completed. In addition, as we stated in our press release yesterday, we expect the rollover impact from acquisitions completed in 2021 to add roughly $50 million of revenues or 5% year-over-year growth into 2022. And with that, I'll hand it over to Ed.

Thanks, Ned, and good morning, everyone. As everyone can see, we had a really great quarter. So cost of ops is a percentage of revenue improved by 75 basis points, and we are hitting or exceeding targets on all our key operating metrics. As with most companies today, we do have some inflationary cost pressures, particularly with our labor force. But in the current environment, we are finding that our customers are receptive to price, and we continue to maintain our margins. As I have mentioned in the past, acquisitions typically dilute our margins. As Ned said, this quarter we had a 45 basis point headwind on margins from acquisitions. But our operating efficiency initiatives and our pricing programs have been able to make up the difference. With another strong quarter behind us, our focus as a management team is to assure that we are both strategically and structurally positioned to continue to improve. We talked quite a bit about our key strategies, so I thought I would provide some insight into our company structure and the advancements we have made over the past few years to position ourselves for growth. Casella enjoys a great reputation in the industry as having a very positive culture and working environment. This has become one of our greatest assets and comes directly from our shared core values. I know a lot of companies talk about core values, but at Casella we really live it. Our culture has allowed us to meet tough challenges, and our reputation has allowed us to bring significant high-level talent into the company to build needed bench strength as we have transitioned into a growth company. In operations, we have three strong regional teams led by seasoned RBPs, supported by equally seasoned regional controllers, and more recently, we have added regional marketing and ops positions. Supporting from the home office, we added Sean Steeves as Senior VP of Ops, and he and his team have been spearheading numerous operational initiatives, many of which can be directly credited for some of our collection margin improvements. We also added Mark Johnson as VP of Post Collection, and he has taken leadership over our landfill operations as well as our transfer stations and heavy equipment plans. Neither of these positions existed five years ago, and they are providing the operational experience and leadership talent to pursue our core value of continuous improvement in operations. Rounding out the team, Sam Nicolai, our VP of Engineering and Compliance, has played a key role in our permitting process while overseeing landfill construction and regulatory compliance at all of our facilities. Mike Wilson, our VP Fleet, and his team oversee our fleet maintenance and procurement. Mike Hughes, our VP safety, and his team oversee our safety and DOT compliance. I'm really proud of this team and what they are accomplishing, and I'm very confident that we are well positioned for continuing operational improvement in our legacy operations and to successfully integrate our recent and future acquisitions. But operations is not the end of the story. Paul Ligon, our SVP of Sustainable Growth, functions as our Chief Revenue Officer and has built a strong team that handles marketing, community engagement, our sustainability initiatives, customer care, and our municipal and college and university bidding, and is now leading an effort to improve the efficiency and effectiveness of our sales force. Kelly Robinson, our Senior Vice President of Human Resources, has played a key role advancing our recruiting He implemented career paths for our critical labor positions to boost our retention, refined our succession planning and leadership development programs, and built our CDL driver program and is in the process of building our tech training program. More recently, Mark Fitzsimmons has joined us in a newly created position as VP of Business Development to oversee our rail development initiative and our acquisition efforts. both outside the footprint and inside the footprint in support of the regional teams. Welcome aboard, Mark. We think we have built a very strong team to support our growth and our pursuit of operational excellence. In addition, we have also invested in technology, providing tools to support management and to make us more efficient. I will stay in my lane here and just mention the operational technologies. This past year, we have successfully completed a pilot program for a new onboard computing solution demonstrating a strong IRR and have begun rolling it out to other divisions. We currently have 182 units deployed. We also developed and implemented various management operating reports using Microsoft's Power BI platform by harvesting data from numerous disparate systems into a centralized database. These reports give us predictive insight into key areas of our collection operations down to the division level with drill-down capability to the core data and help us react more quickly to any deteriorating conditions. These two technologies alone will drive margin improvements. So I'm not just happy with the quarter. I'm also very happy about where we are as a company. With that, I'd like to turn it back to the operator to start the Q&A.

And thank you. As a reminder, to ask a question, you'll need to press star 1 on your telephone. To withdraw your question, press the pound key. Please stand by. We'll compile the Q&A roster. And once again, that is star 1 if you'd like to ask a question. And our first question comes from Tyler Brown from Raymond James. Your line is now open.

Hey, good morning, guys. Good morning, Tyler. Hey, Ned, just first off, what was the one-time operating cost, that 32 basis points?

Yeah, so we took an accrual in the quarter for the potential to relocate some waste at a landfill, and it was a proactive move, and it was booked during the quarter about $750,000. So, you know, it's definitely something just down in cost of operations, but not something you'd ever see in a recurring period.

Okay, okay. And so can we just kind of unpack the margins maybe just a little bit more so? I think you called out 45 basis points to the negative on M&A. You called out the 32 basis points. But how much of a pinch was fuel and then was recycling a help, even if modestly?

Yeah, so fuel in the period moved against us about 26 basis points. And recycling was a help in the period. And Uh, a lot of moving pieces here. We basically, if you look at it, we basically netted even in solid waste on margins between at, we backed out that the acquisition that we're, we're roughly even in that one time costs or pricing is covering inflation, but not advancing ahead of it and recycling, uh, move margins about 50 basis points. And then the rest of our resource solutions groups, organics are, um, our customer solutions group pushed the rest of that margin.

Okay. So I don't want to necessarily go too far down on this, on recycling. It sounds like I could do the math of what the EBITDA dollar contribution was, but just, is there any way to help us with sensitivity? I mean, I know it's difficult with the SRA fee, but I mean, you had $113 per ton move and it seems like it was probably 8N EBITDA per contributor, but any help on sensitivity? And then how does the sensitivity work on the downside?

Yeah, so we might even have to pick this up a little bit offline. I'll try and stay super high level. But if you just look at our processing centers in general, we have thresholds established with our contracts where our customers, if the average commodity revenue per ton is below a threshold, they're paying us a tipping fee or a processing fee. And when it steps over that threshold, we start to share revenues with those customers. But we also share ourselves in those higher commodity rates. So we've clicked through those thresholds in the third quarter. And that's the first time in many years we've done so. So we did derive some additional EBITDA from commodities. And it's a little bit complicated because to the upside, we have a lot of opportunity. To the downside, if commodities drop about $20 a tonne, we own about 50% of that risk and our customers own about 50% of that risk. But then you hit an asymptote and we hit the threshold and our customers start to pay processing fees again and our downside's pretty significantly limited at that point in time. So it's an interesting, you know, it's a great business model we've built where we didn't clip all the upside and we've built a lot of downside risk mitigation.

Okay. So asymptote. So basically it's calculus. Yeah. All right. So real quick, though, you mentioned on the landfill tons, I think you said you're off 350,000 annualized. I thought last quarter you said you were off like 250,000 tons. I could be completely wrong on that, but was there a step down?

You know, Jason and I looked at this yesterday. We ran the math last 12 months. March 31st, 2020 versus last 12 months, September 30th. And we're off 350,000 in that period. And almost actually all of it's in New York State that that declined.

Okay. Okay. And so any thoughts about when that might get back to pre-pandemic? I know that's kind of hard, but maybe by end of year, early next year.

I think that it's really a function of when, you know, when the city comes back, right? I mean, I think that there's still a lot of people out of offices. There's not the kind of activity that was there, obviously, pre-pandemic. So, it really depends on how quickly, you know, things come back.

Okay. Okay. My last one. There's a lot of talk on the big three calls about, you know, 22 pricing and CPI rollovers. So first off, can you just help us? How much of your book has an escalator tied to it? Because the market is quite a bit different in the Northeast. And then I'm assuming you don't have a lot. So can we just talk about, you know, pricing as we jump into 2022, any early colors there? And, you know, I've got to think it's going to be a pretty strong disposal pricing. Yeah.

I think that we're fortunate in that we are not tied to a lot of municipal activity in terms of CPI rollovers. So we're not struggling with that as some of our peers do. I think that the team has done a really great job, Tyler, of covering off the inflation. I think we hit it. But I think that we need to be a little bit more aggressive from a price standpoint to make sure that we're covering off all of the inflation and staying ahead of it. into next year or so.

If you look at Bureau Labor Statistics, the trash and garbage index, it was up 5.6% annualized in September. As I said a little while ago, we're running like 4% inflation in our business. So the operating programs are making a meaningful difference, keeping our costs down as we've made some really smart investments. And our book of business, as you said, is a little bit different than our peers. We only have about 10% of our collection revenues in municipal contracts. About 30% is in 25% subscription residential, about 40% in commercial. Both the subscription residential and the commercial we can price within our contracts to cover off inflation. And then we've got temporary roll-off where we're setting price daily And then we've got about 12% of long-term permanent industrial work that is set contractually. So you got that 10% municipal contracts, about 12 to 13% long-term industrial contracts that have pricing set in the contracts, whether it's the trash and garbage index or set CPI. So you're right. We do have a lot of flexibility within our contract structure. And we've moved many of our customers to that trash and garbage index over time, which we believe better reflects true inflation in this industry. Okay, great. Appreciate the time. Thank you, Tyler.

And thank you. And our next question comes from Hamza Mazzari from Jefferies. Your line is now open. Hey, good morning.

My first question is just on landfill pricing. I think you referenced 3.7% or so. Could you just maybe talk about the deceleration in landfill pricing? Is that just tougher comps? Is that the marketplace? I know it was a lot higher, high single digits earlier on. So just maybe walk us through what you're seeing there. Maybe there's a COVID issue, et cetera. Just walk us through the dynamics there.

Yeah, it's a few different things. So all pricing statistics have their flaws, and we're seeing one small flaw in ours right now where we look at a unique customer at a unique landfill site, and we look at how we change their price year over year, and that's how our pricing statistics generate it. Last year, we moved our customers around a lot. We closed one of our landfill takes for four months during COVID. We pushed as many tons around as possible to have several sites running at higher capacity utilization, and we ramped down several others. And by doing that, we caused some flaws in our pricing metric year over year, where if you look at individual customers, we have done price increases, but by moving to different sites, We've recognized a bit more of that as volume in how we do this. Now, I don't like changing how you calculate statistics year to year, quarter to quarter. I think they should be held consistent, and this period is weighed on a little bit by that HOMSA. The other thing we're seeing, as we've talked about, is we've gone a little bit less on price in New York State than we were planning to throughout the year, and we continue to be in that position as volumes have been a bit lighter in the state. We're not reducing price, but we just haven't pushed as much as we had planned to in the year. Given the inflationary environment, though, we're budgeting right now, we need to push a strong pricing program into next year to cover the higher costs on labor, steel, other consumables throughout the business. So it's something we're reviewing at this time.

Got it. Very, very helpful. My follow-up question, and I'll turn it over. is just on the M&A pipeline. I think one of your larger competitors bought the largest independent in Massachusetts. I could be wrong, but correct me if I'm wrong. Could you maybe just comment on how much capital you raised earlier in the year? How much is deployed? What does the pipeline look like? Are you being aggressive enough there? I know you don't control the timing of M&A. So I realize that and appreciate that. But just any color that would be helpful here. Thank you.

You know, I think, Hamta, we're really comfortable in terms of where we are from a pipeline standpoint. The activity is stronger than what we had thought. You know, and certainly we're not going to execute on every deal. And we are going to stay within our parameters from a discipline standpoint. So I suspect that, you know, again, we're not going to, you know, be, you know, we're not going to be fortunate enough to get every deal in the Northeast. So not surprising. But, again, we're very comfortable in terms of the next three to five years in terms of the robustness. The pipeline is stronger than what we thought at the beginning of this year. And certainly that was stronger than what we saw last year, as evidenced by what we've been able to do in expanding into Connecticut. It's certainly a really nice platform for us. But again, I think that you're certainly going to see us moving forward from an acquisition standpoint. Pipeline is very robust, and we're pretty excited about where we sit. And as I said, we're not going to get every deal.

Yeah, and if you look at that, Hansa, to your point, late October 2020, we raised $150 million in a common stock offering. And in 2021, we put close to $160 million to work in buying nine companies during the year. And we've done so at very fair valuations and We've already started to drive synergy values from these businesses and integration, and it's a pretty exciting set of acquisitions during the year. We've got a few more in the queue right now that will either go by year end or into Q1 as well.

Okay, great. Thank you. You're welcome.

Thank you, Hamza.

Thank you. And our next question comes from Michael Hoffman from Stiefel. Your line is now open.

So, Joe Fusco, I understand Saturday Night Live needs some writing help.

And leave this amazing gig? No way.

And, Johnson, you celebrated a milestone birthday, so happy birthday, pal. Thank you, Michael. So, I want to come back to the M&A, because I want to ask about it differently, but also... you know, compliment you. You know, you pulled off Willimantic and the whole market in Connecticut and Massachusetts went, how'd that happen? So you might not win them all, but, you know, you're having some pretty cool wins.

I think I couldn't agree with you more, Michael. And, you know, we're really excited about the 80 some odd million of revenue that we've brought in. We've got it really, well integrated, still have work to do, and we're going to create more value with those revenues over the next few years. But as Ed said, we've also been building a team, and we're in just a terrific place moving forward with great opportunity and a very strong pipeline.

So what I'd like to tease out, a couple years ago when you restarted, actually this was 2017, you restarted the M&A pipeline, program, you framed the market then, hey, you should think about us doing $20, $30 million a year. If I look at the average since then, it's well above that. How do I think about the modeling of a baseline of deals? And I'm not expecting you to forecast going forward deals into a model. I get you don't do that, but you do it. I'll tell you something.

You know, it's a great question, and certainly we understand the question. I think that our view is that some years are going to be stronger than others, and I think that it's fair to say that our view is that we want to stay disciplined. We're going to continue to execute those transactions that really can create a tremendous amount of shareholder value, and I think that It may very well be that some years are going to be stronger than others, and some years we're going to be at the lower end of the target.

Our cadence is almost about 10 acquisitions a year. It's about the cadence we've been doing. It doesn't mean that will continue, but we've done 38 acquisitions since 2018, since we've reinvigorated.

And we've had a couple years of $20, $30 million of acquired revenue as well.

Yeah, and some a bit more. And as we kind of look to our strategic plan and look into the future, I mean, one of the biggest building blocks for us is driving free cash flow growth 10% to 15% a year. We've definitely beat that in some years, and acquisitions help us to beat that. On the core side, we're definitely trying to hit that metric, and we believe it will create a lot of value over the next few years.

So would, you know, would it worry you if the market started baking in 40 million of acquired revenue a year?

Well, we, we're not going to, I mean, we're going to stay disciplined in terms of what expectations that we're setting. I think that, uh, you know, our, our view is that the path that we're on in terms of the expectations that we've been setting at 20 to 40 million, You know, obviously, we're going to be closer to the upper end of that if you look at what we've done from a historic standpoint. But, you know, we're not going to set a different expectation at this point.

Yeah, or set a slightly different way. We're not going to change how we guide, Michael. So we've never guided acquisitions that we haven't completed. This is not how we do it. And we don't plan to change that methodology, although we do plan to continue. you know, it's how we do things and it works well for us.

Yep. No, no, you shouldn't. I, I, on the other hand, I, I make a living having to model. So I just want, um, volume. Uh, so everybody likes to say what the other guys were all saying. So, you know, one of the things, one of the other guys said is, Hey, we had a really nice recovery at the end of September in New York city. Um, I talked to the largest private net market recently, um, And they've been running down 15% in New York and now it's down 10 to 12. So it's starting to pick up. Um, and I guess the interesting question is, is if it does, where does it go? Even if the transportation thing is a problem, I mean, it's got to come to you, right?

I mean, it's just somehow it's got to get to you. Well, you know, from a transportation standpoint, um, Yes, a lot of it will come to us. I think that, you know, clearly, you know, those facilities that are closer in from a transportation standpoint are being accessed now, right?

Yeah, the first sites to fill up were the burn plants.

Correct. And those sites that are transportation advantaged, right? So they're going to fill up first.

And we also saw vines build through the quarter, Michael. July was a little bit... softer year-over-year. And to your point, September was the best month of the three year-over-year and some nice trends as well.

Okay. And then last summer, you didn't have much of a, you know, leaf-changing season, seasonality. But I talked to a lot of people in the hospitality industry up in New England through the quarter, and it sounded like it was better, but not as good as it could be given constraints on, Are there even restaurants open? Can you get a hotel room? So can you talk about your seasonality and the potential that when I think about next year, I've still got room for improvement?

I don't think there's any question about it. I think that we haven't seen the numbers in terms of tourism and what fall foliage has met across the Northeast, but clearly positive on a year-over-year basis, but nowhere near what it should be. I mean, I think that there's still probably, we're still probably 20%, 25% off of the height before the pandemic. What'll be really interesting is what we see from a ski season standpoint across the entire Northeast, because that affects us in Vermont, New Hampshire, Maine, all of those states. And it's not only the ski areas. It's obviously the ancillary business, the hotels, motels, all of the restaurants, everything else, all of the infrastructure around that economic activity. And certainly we're thinking that that should improve this year hopefully as well. Okay.

And then can we get an update on two things, the status of Dalton and the status of your rail permit development?

Sure. Ed mentioned that Mark Fitzsimmons has come on board, VP of Business Development. He's organizing that effort. We've got the entire team from a permitting, compliance, operating, engineering. And Mark has come on board and is taking that on as one of the major developments for us. So we're really excited to have him on board to take that forward. So we're moving forward with that. With Dalton, moving forward in the permitting, we're submitting our permits. We're in the process of resubmitting our wetlands permit there. And I think that's going to be completed at the end of this week or perhaps next week. So continue to move forward. Difficult process, as you know. Very controversial. but we're continuing to move it forward.

And you, I can't remember which quarter, sort of alluded to you thought you might be actually moving volume by rail by the end of 22. Is that still?

I think it's probably more likely to be 2023. Okay.

And then I can't help but ask this because I always ask you that every three years. So, 2018 plan looking at a 21, you have blown the doors off of the free cash flow numbers. So what's the 24 plan?

So we have put the 24 plan, of course, the board did give us another five minutes of congratulations when they realized that we had already met the 2021 plan and we have already put in place the 2024 plan. But we haven't really talked about that at this point, have we?

No, it's definitely no big kind of sea changes in strategy from our standpoint. We're still focused in the same kind of building blocks. One thing we did do with our strategy is further put kind of a foundational structure in place of how we're investing in people development. We call them our foundational pillars. people development, technology, our sustainable growth team, and also a facilities plan. We've been so successful with our multi-year fleet and multi-year heavy equipment plans that we put a facilities plan in place to make sure we have necessary infrastructure as we continue to grow. So probably the biggest golden block you're most excited about is we're looking to grow free cash flow 10% to 15% a year. Yeah.

Yep.

Okay, so 10% to 15% off of the, you know, take the midpoint of the current guide. Yeah. Okey-doke. That's what I needed. Yes, sir. Thanks. Good. See you.

And thank you. And our next question comes from Sean Eastman from KeyBank Capital. Your line is now open.

Hi, John. Morning. Nice quarter. Morning. Nice quarter. Thank you. So just trying to think about the margins. into next year, I think a 40 to 50 basis point number is sort of a normative level. But just in the context of the comments around, you know, getting more aggressive on pricing programs to stay ahead of inflation, combined with, you know, what seems to be continued, you know, momentum and runway around, you know, technology, automation, route optimization, etc., I mean, is this setting up to be a more outsized margin expansion year versus a normative level in 2022? How should we think about that?

You know, if you'd asked that question before the summer, I would have said we probably were trending a little bit higher than the 50. With all the labor challenges hitting the industry, other industries, I would say right now we're looking at trying to do the 50 basis points for next year. We're still in budgeting, still a lot of moving pieces. As we mentioned a minute ago as well, acquisitions do weigh on margins, and we'll have the rollover next year, $50 million of revenues that's below our core business. There will be kind of a headwind coming into next year as well. We've done a very nice job over the last several years of bringing acquisitions into our core operating programs, our core pricing programs, and working up margins, tuck-ins over a year, larger ones. It sometimes takes you 18 months or two years to get everything done and work through various equipment and contractual obligations and you name it. You know, until I see that budget roll together, I don't want to get ahead of myself because we do have that weighing on us a little bit, and we do have labor shortages, and we've done a lot to right-size wages. So we've got some great stuff happening on the operating programs. We've got some great pricing programs. We've got those two other things moving against us.

Okay, that's super helpful. And you've got the $50 million of rollover locked in already for next year. Sounded like there's a handful of opportunities sort of in that LOI phase that are kind of near-term potential closers. Could you quantify that for us?

You know, I don't want to quantify that exactly yet because I don't know what's going to come this year and next year. But you are right. We do have a handful of deals in the LOI stage. We're working through diligence. And when you get into the fourth quarter, Sometimes you don't know if it's going this year or next year, but I can say we've got four or five acquisitions or nice tuck-ins in our footprint that we're working on. Okay, terrific.

And then maybe just rounding out the volume discussion you had with Michael there, I you know, it sounds like we still have sort of reopening juice left, but I'm not sure how much is left around this kind of New York City disposal dynamic. And, you know, it sounds like, you know, momentum in the kind of tourism, you know, element of the footprint should have some momentum into next year. And then it just becomes like this incremental demand story. And You guys have also talked about this urban flight being a tailwind in the business that could endure. So, I mean, should it be kind of an outsized volume year? I mean, obviously not the same as this year, but still above normal going into next year as we think about volume?

I think it's fair to say that we're anticipating that some more of those tons will come back, Sean. But I think that you also have to recognize that – A lot of restaurants are gone. There's a portion of the activity that's not going to come back, or it will come back over a much longer period of time. How much business is gone, how many small businesses are out of business, particularly as it relates to the city, that's a difficult equation to really understand. At least from our perspective anyway, we do think that we're going to see more tons coming back as the economy continues to expand in New York. But, you know, I think that there is a portion of it that's going to take a longer period of time to come back.

You also see in our collection business today where, as John and Ed both said, we're not immune to the labor challenges and not all of our seats are filled. So what does that mean? Like, we're very selective from a pricing standpoint, and you don't go after every new piece of work. So we're definitely in that stage right now of focusing more on quality of work over quantity of work as a team, just because we can't put all, and even if you want a new truck today, you're out, I don't know how far right now, Ed, maybe 15 months or so, or longer on a new truck. Over a year. Yeah, so it's definitely a point in time where you're going to see focus on margin, focus on price, and maybe not as much dynamic organic growth because of lack of labor, lack of quick trucks.

Makes total sense. Thanks. Thanks for the help. Have a nice weekend. Absolutely. You too.

Thank you. And our next question comes from Michael Fenninger from bank of America. Your line is now open. Yeah. Thanks guys.

And thanks for taking my questions. Just following up on that last question, just, because of the inability maybe to get some trucks this year, and you guys are doing a lot of acquisitions and investments, I'm just wondering, Ned, do we look at 2022, is there going to be like a bigger step up in potentially just capital spending because of the inability maybe to get some trucks this year and make the investments necessary for your growth?

Yeah, sorry, so I didn't mean to imply that. So Ed does this really amazing job. He's planning, like, multiple years ahead for, like, our ongoing fleet needs. So you're ordering sometimes a year and a half ahead.

We're getting our CapEx approved by the board for truck equipment a year, year and a half ahead of the needs, so. It's more of an incremental growth issue. Incremental growth issues as opposed to budgeted CapEx for replacements.

Now, we do have an inventory, or we have the dealers hold an inventory for us if we preorder some trucks, but it's still not enough to handle all of the acquisitions.

And when we perform an acquisition, we don't assume day one you're getting from new vehicles, we're realistic in our approach that it might take two years to get some of that in and really driving to our standard or automation or lower cost.

I think that it is true, too, though. From an equipment standpoint, we're also ordering additional chassis so that we have, as we deploy that capital, and we're ordering some additional chassis to support some of the acquisition growth. So as Ed said, we've got additional chassis that are there, but once those chassis are gone, from a growth perspective, it's exactly what Ned said. It's much more difficult to take that additional business because of the lead time to get additional equipment.

Got it. So there's nothing that we should think 2022, the CapEx intensity or CapEx of sales is going to be... Not at all.

Not at all.

Perfect. And then I know you were answering Tyler's question before around CPI and you guys have this subscription portion. Just how do we think about over the course of 2022, when I think of collection and landfill, when... price increases kind of flow through the business. So, you know, can you go back to a customer that you put in, let's say, a price increase in April or May or June, and like you were saying before, Ned, obviously the summer kind of changed things. Can you go back to that customer now, or strategically do you kind of wait to next year to put in that bigger price increase to cover some of the costs? And, like, how does it kind of work when I think of your collection side and your landfill side?

So this is one of the benefits to our book of business. As we said earlier, a good 75% of our collection book of business we can price when we want to and to cover inflation. So we've instructed our teams that we'll do our normal pricing cycles in Q1, but we're going to revisit this as we move through the year next year. if cost inflation stays higher dynamic, we'll look to see if there's any need for a second price increase or whatnot to a customer. And we're not, in much of our corporate business, we're not limited from doing so. We just need to be thoughtful about if costs really have moved.

Got it. Perfect. And just curious, like solid waste pricing, I think you said in the fourth quarter you're targeting 4% or higher. You did that, it looks like, in the third quarter with 4-1. Any reason why that doesn't accelerate much further? I mean, I guess 4% or higher would maybe assume that. I'm just wondering, because I think your pricing's kind of offsetting your cost inflation. I think you said it was 4%, so it's offsetting that. I'm just curious if that pricing pace starts to, the price versus that cost inflation dynamic starts to shift a little bit in the fourth quarter, or is that more first half next year?

It's probably a little more first half next year. We're in budgeting, so teams are doing a lot of analytical work right now, and you're lining up how pricing programs and pricing licensee studies are going to work coming into next year. So you don't want to jump the gun too much. You want to do all of that analytical work. So we probably won't be jumping too much ahead of that, but you can see some more of it moving December, January.

Perfect. All right.

Thanks, everyone.

Thank you.

Thank you. And thank you. And our next question comes from Alexander Leach from Barenburg Capital. Your line is now open.

Morning, guys. Congrats on the quarter, and thanks for taking my question. Good morning. So, yeah, just a quick one from me. I think most of my questions got asked already, but you mentioned sort of driving value through Willimantic. You know, could you just highlight some of the ways that you'll be doing that with the acquisition? Is it just a matter of sort of driving root density or, you know, since it's a bigger acquisition compared to sort of your average, you know, are there other synergies there to be realized?

Sure. So Willimantic has a number of transfer stations and, you know, over time those transfer stations will be able to be internalized. So some of that waste, not all of it obviously, but some of it will be able to be, you know, integrated to our asset base. over time when some of the contracts that are in place expire. Also, there's opportunity to fill in from a tuck-in acquisition standpoint around Willimantic, so it presents another platform for us for additional growth as well. There's just an opportunity from an operating standpoint, operating efficiency, to bring um, new technology, uh, and, uh, operating efficiencies, uh, to, um, you know, to the business model. So, um, you know, we're really excited about it. I think there are, there are a number of different opportunities. The other, um, the other thing that, uh, sits over the top of it is our resource solutions group from an industrial customer standpoint, uh, having the opportunity to, um, you know, have the assets there to service industrial customers, uh, and colleges and universities. So another nice market area for that group to also generate additional revenues. Okay, great. Thanks a lot. Thank you.

And thank you. And we have a follow-up question from Tyler Brown from Raymond James. Your line is now open.

Hey, thanks, guys. Just real quick, on the two RNG projects, are those landfills flaring or are you upfitting dirty gas? And then two, like when do those come on?

So the operation in Maine, which is one of them, they are flaring the gas. As a matter of fact, actually, both of the operations are flaring the gas. Both of them are flaring the gas.

Any thoughts about when those come on?

The one in New Hampshire is supposed to come on next spring, and they're on track. It's under construction. The one in Maine will be sometime after that. It's a more complicated situation they have with the gas company there that they're trying to work a deal. And so I would think that later.

Yeah, New Hampshire is going to be the first. It's under construction now. Concrete's in the ground. Building's going up. So that'll be in the spring. Yeah. And then Maine will follow probably in a year. Yes. Most likely.

Okay.

That'll dramatically reduce our greenhouse gas footprint as well.

Right, right. Are the RINs going to be sold forward or will they float?

So we haven't worked through with them yet on how they're going to do that, but we will get a revenue share up front for our gas in a cash flow waterfall, and then we'll be able to share in both gas sales and RIN sales as well from an upside standpoint, and that's one of the things we need to look through because there are some great opportunities to sell RINs forward in the market right now, as you've pointed out.

Yeah. Okay. All right. Interesting. Thanks. Thank you.

Thank you. And thank you. And I am showing no further questions. I would now like to turn the call back to John Costello for closing remarks.

Thanks, everybody, for joining us today. We look forward to discussing our fourth quarter 2021 earnings and our 2022 guidance with you in February of next year. Thanks, everybody. Have a great day.

This concludes today's conference call. Thank you for participating. You may now disconnect.