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•1 Investor PresentationNovember 2025Casella Waste Systems, Inc.
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•2 Certain matters discussed in this presentation, including, but not limited to, the statements regarding our intentions, beliefs or current expectations concerning, among other things, our financial performance; financial condition; operations and services; prospects; growth; strategies; anticipated impacts from future or completed acquisitions; and guidance for fiscal year 2025, are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by the context of the statements, including words such as “believe,” “expect,” “anticipate,” “plan,” “may,” “would,” “intend,” “estimate,” “will,” “guidance,” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates and management’s beliefs and assumptions. The Company cannot guarantee that it will achieve the financial results, plans, intentions, expectations or guidance disclosed in the forward-looking statements made. Such forward-looking statements, and all phases of the Company's operations, involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in its forward-looking statements.Such risks and uncertainties include or relate to, among other things, the following: the Company may be unable to adequately increase prices or drive operating efficiencies to adequately offset increased costs and inflationary pressures, including increased fuel prices, wages, and tariffs; it is difficult to determine the timing or future impact of a sustained economic slowdown that could negatively affect our operations and financial results; the increasing focus on per - and polyfluoroalkyl substances (“PFAS”) and other emerging contaminants, including the recent designation by the U.S. Environmental Protection Agency of two PFAS chemicals as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act, will likely lead to increased compliance and remediation costs and litigation risks; adverse weather conditions may negatively impact the Company's revenues and its operating margin; the Company may be unable to increase volumes at its landfills or improve its route profitability; the Company may be unable to reduce costs or increase pricing or volumes sufficiently to achieve estimated Adjusted EBITDA and other targets; landfill operations and permit status may be affected by factors outside the Company's control; the Company may be required to incur capital expenditures in excess of its estimates; the Company's insurance coverage and self-insurance reserves may be inadequate to cover all of its risk exposures; fluctuations in energy pricing or the commodity pricing of its recyclables may make it more difficult for the Company to predict its results of operations or meet its estimates; disruptions or limited access to domestic and global transportation or the imposition of tariffs could impact the Company's ability to sell recyclables into end markets; the Company may be unable to achieve its acquisition or development targets on favorable pricing or at all, including due to the failure to satisfy all closing conditions and to receive required regulatory approvals that may prevent closing of any announced transaction; the Company may not be able to successfully integrate and recognize the expected financial benefits from acquired businesses; and the Company may incur environmental charges or asset impairments in the future.There are a number of other important risks and uncertainties that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These additional risks and uncertainties include, without limitation, those detailed in Item 1A. “Risk Factors” in the Company's most recently filed Form 10-K and in other filings that the Company may make with the Securities and Exchange Commission in the future.The Company undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. Safe Harbor Statement
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•3 Provides integrated solid waste, recycling and resource solution services•$1.8 billion revenue in 2025E(1)•Regional company, focused on secondary and tertiary markets of Eastern U.S., with operations in 10 contiguous statesCompany Overview (1) 2025 guidance as of 10/30/2025; assumes no future acquisitions.(2) Consolidated revenues for the 12 months ended 09/30/25. Figures in chart might not add to 100% due to rounding. Revenue by Line of Business (2)Investment Highlights:Solid waste is a ~$100 billion industry in the U.S., providing a recession-resistant, necessary serviceIntegrated operations, providing collection, recycling, disposal and sustainability solutions for customersWell-positioned disposal footprint in capacity-constrained Northeast Strong track record of consistent growth, margin expansion and cash flow generationDisciplined growth strategy encompassing organic development and significant M&A opportunity, with low leverage profile and ample liquidityCollection64.7%Disposal14.6%Energy & Processing 1.0%Resource Solutions National Accounts12.1%Resource Solutions Processing7.5%
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•4 Company TimelineWhere we were…•Founded in Vermont in 1975, IPO in 1997•Sustainability in our culture from the beginning–Built first recycling facility in the state of Vermont in 1977•Began establishing strategic plans and financial goals publicly, focused on core competencies and marketsWhere we are…•Strong team, culture and core values•Successful execution against strategic plans•Long track record of financial performance and shareholder returns•Growing into contiguous Mid-Atlantic regionWhere we’re going…•Continued organic growth and margin expansion•Disciplined capital allocation with robust M&A pipeline•Leveraging technology
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•5 81 Collection Operations (1)32 Recycling Facilities9 Disposal Facilities (2), (3), (4)2 Landfill Gas-to-Energy71 Transfer Stations Hakes LF462k tons/yr6.0mm tons capacityHyland LF465k tons/yr31.1mm tons capacityClinton LF250k tons/yr13.8mm tons capacity WasteUSA LF600k tons/yr12.8mm tons capacityNorth Country LF230k cubic yards/yr0.4mm tons capacity Juniper Ridge LFNo annual cap7.3mm tons capacityOntario LF918k tons/yr3.0mm tons capacityMcKean LF (4)1.6mm tons/yr23.8mm tons capacityChemung LF437k tons/yr3.8mm tons capacity Current Operations (1) Reflects acquisitions closed through 10/15/25. (2) Includes 8 Subtitle D landfills and 1 landfill permitted to accept construction and demolition materials. (3) Total disposal capacity includes permitted and permittable airspace estimates at each site as of 12/31/24. (4) McKean permit allows for a maximum of 6,500 tons per day from either A) up to 6,500 tons per day via rail or B) up to 2,000 tons per day via truck with the remaining daily limit coming by rail; capped at an average of 6,000 tons per day within any calendar quarter.
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•6 $157 $171 $204 $245 $295 $361 $420 21.1%22.1%22.9%22.6%23.3%23.2%22.9%$743 $775 $889 $1,085 $1,265 $1,557 $1,835 $55 $69 $95 $111 $128 $158 $175 $117 $140 $183 $217 $233 $281 $330 Financial PerformanceRevenue $ in millionsAdjusted EBITDA (1)/ MarginNet Cash Provided by Operating Activities(1) Please refer to the attached appendix for further information and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, which is Net Income (Loss). Net income was $31.7mm for the fiscal year ended 12/31/19, $91.1mm for the fiscal year ended 12/31/20, $41.1mm for the fiscal year ended 12/31/21, $53.1mm for the fiscal year ended 12/31/22, $25.4mm for the fiscal year ended 12/31/23 and $13.5mm for fiscal year ended 12/31/24.(2) Please refer to the attached appendix for further information and for a reconciliation of Adjusted Free Cash Flow to net cash provided by operating activities, which is the most directly comparable GAAP measure. Net cash provided by operating activities for the periods presented above was $116.8mm for the fiscal year ended 12/31/19, $139.9mm for the fiscal year ended 12/31/20, $182.7mm for the fiscal year ended 12/31/21, $217.3mm for the fiscal year ended 12/31/22, $233.1mm for the fiscal year ended 12/31/23, and $281.3mm for the fiscal year ended 12/31/24.(3) 2025 Guidance as announced on 2/12/2025 and represent midpoints of ranges; last updated on 10/30/2025 and assumes no future acquisitions. 2024201920202021 202220232025Guidance (3)Adjusted Free Cash Flow (2)2024201920202021 202220232025Guidance (3)2024201920202021 202220232025Guidance (3)2024201920202021 202220232025Guidance (3)
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•7 Acquisitions Since 2019Strategy: Value Creation from Acquisitions•Completed 66 acquisitions since 2019–Deployed ~$2 billion of capital acquiring ~$850 million of annual revenue•Direct geographic overlaps / tuck-ins and strategic adjacencies expanding growth opportunities•Acquisitions generally offer substantial margin expansion opportunity over time–Truck automation – labor and productivity savings–Route and facility consolidations–Upgraded capital equipment–Safety and back-office savings
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•8 Acquisition Case Study: Mid-Atlantic•Strategy to build on initial platform acquisition to develop leading regional market position–Post GFL asset carveout acquisition (Mid-2023), we have completed an additional 10 deals –Total Mid-Atlantic annualized revenue acquired (including GFL assets) is over $350 million•Tuck-ins and adjacencies creating significant growth and synergy opportunities
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•9 •Acquisition of well-established market leader in attractive adjacent geography: –Closed October 1, 2024–Over $90 million of expected annualized revenue–Solid waste residential, commercial and roll-off hauling operations with two transfer stations–New York’s Middle and Lower Hudson Valley regions and western Connecticut are strong geographic and operational fits –Opportunities include organic growth and internalization of waste volumes into our landfills Acquisition Case Study: Royal RoyalExisting CTNYMANJPA
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•1025.3%27.7%28.1%29.6%30.4%30.0%32.1% Key Strategies:•Price to maintain positive spread over inflation and generate proper returns•Operating programs–Automation of fleet driving improvements across safety, turnover, and operations –Technology investments related to routing and on-board computers enhancing route density, safety, and revenue opportunities–Focus on flexing variable costs•Acquisition integration and synergies–Short-term: potential margin dilution–Long-term: substantial margin expansion opportunity•Risk mitigation through cost recovery fees and recycling commodity volatility sharing5.3%4.2%4.3%7.0%7.9%6.5%5.1%Indexed CollectionPrice and YOY ChangeCollection PriceCollection Adjusted EBITDA Margins (1) Strategy: Driving Higher Profitability in Collection Business2019 20202021 2022 202320242025YTD2019 2020 2021 2022 202320242025YTD (2)(1) Excludes corporate overhead cost allocation.(2) Collection Adjusted EBITDA margin for 2025 YTD adjusted to exclude acquisition dilution. Actual Collection Adjusted EBITDA margin for 2025 YTD was 29.8%.
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•11 Landfill Capacity (million tons) (1)Landfill Price Growth2024201978.6■Permittable airspace■Permitted airspace44.453.0102.1Average LF Price per Ton Strategy: Increasing Landfill ReturnsKey Strategies:•Capitalize on asset positioning in capacity-constrained Northeast market to drive price•Increase annual and total permitted capacity across footprint–McKean landfill permit allows for up to 1.6mm tons of waste-by-rail annually, providing certainty for future needs–Potential Hyland landfill expansion presents additional opportunity over time•Opportunistically increase vertical integration•Improve landfill operations, leveraging best practices(1) Includes both permitted and permittable airspace at landfills.(2) Average landfill price per ton considers all tons and all customers.5.8%7.1%Reported Price per Ton Average Price per Ton (2)2019 through 2024 average annual price growth
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•12 15.5%23.0%33.9%23.8%26.3%27.8%24.0%100 100231198136197169Key Strategies:•Structure contracts to mitigate risk and ensure sufficient margins –minimal commodity price risk–Processing fees at MRFs–Sustainability Recycling Adjustment fee applied to select collection customers–Focus on transitioning recently acquired contracts and customers to our risk management structures•Invest in recycling upgrades–Boston MRF (2023)–Willimantic MRF (2024)•Grow National Accounts business – professional services help large institutions meet sustainability goals–Lower Adjusted EBTIDA margin, but high growth and minimal capital investment required(1) Company consolidated Average Commodity Revenue (ACR) per ton value indexed from the 2019 price.(2) Recycling Adjusted EBITDA margin in 2023 adjusted to exclude the impact of the temporary shutdown of the Boston MRF for its retrofit. Actual Adjusted EBITDA margin was 18.3%. Recycling Prices (1)vs. Adjusted EBITDA MarginsStrategy: Creating Value Through Resource Solutions 20192020 2021 2022 2023(2)2024 2025YTD
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•13 Investment ThesisSolid waste is a ~$100 billion industry in the U.S., providing a recession-resistant, necessary serviceIntegrated operations, providing collection, recycling, disposal and sustainability solutions for customersWell-positioned disposal footprint in capacity-constrained Northeast Strong track record of consistent growth, margin expansion and cash flow generationDisciplined growth strategy encompassing organic development and significant M&A opportunity, with low leverage profile and ample liquidity
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•14 Appendix
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•15 •Revenue:$1.830 to $1.840 billion–Up year-over-year $278 million or +17.8% at midpoint•Adjusted EBITDA:$415 to $425 million–Up year-over-year $59 million or +16.5% at midpoint•Adjusted Free Cash Flow:$170 to $180 million–Up year-over-year $16.7 million or +10.5% at midpoint•Net Income:$8 to $18 million•Net Cash Provided by Operating Activities: $325 to $335 million–Up year-over-year $48.6 million or 17.3% at the midpoint •Acquisitions:–~$215 million revenue contribution, including rollover–Guidance does not include impact of any acquisitions that have not yet been completed•Capital Spending: $240 million–Includes $60 million upfront acquisition-related and $7 million for McKean rail infrastructure development2025 Financial GuidanceGuidance (1) (1) 2025 Guidance as announced on 2/12/25 and last updated on 10/30/2025. Guidance for Net income and Net cash provided by operating activities are provided as the most directly comparable GAAP measures to Adjusted EBITDA and Adjusted Free Cash Flow, respectively, and do not contemplate any unanticipated events. Key Assumptions
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•16 9/30/25 - Capitalization Table ($mm)Consolidated Net Leverage Ratio (2)(1) Credit Agreement only allows up to $100mm of unencumbered cash to be netted against Total Debt, net for the purpose of calculating leverage ratio.(2) Defined as “Consolidated Total Net Leverage Ratio” in the Company’s Credit Agreement. Strong balance sheet and ample liquidity supports disciplined growth•Consolidated Net Leverage ratio of 2.34x at 9/30/25•Inclusive of floating-to-fixed Term SOFR swaps, 75% of consolidated debt had fixed interest rates at 9/30/25•Average cash interest rate of 5.10% on consolidated debt at 9/30/25•Available liquidity of over $850 million at 9/30/25Capital Structure HighlightsBalance Sheet9/30/202512/31/2024Cash, Cash Equivalents, and Restricted Cash - Current 192.7$ 383.3$ 2024 Revolver ($700mm; S+1.55bps, due 2029) - - 2024 Term Loan A (S+1.55bps, due 2029) 800.0 800.0 Industrial Revenue Bonds (2.75% - 5.25%, due 2025 - 2052) 273.5 277.0 Finance leases & Notes Payable 88.0 71.2 Total Debt 1,161.5 1,148.2 Unencumbered Cash per Credit Agreement (1)100.0 100.0 Total Debt, Net of Unencumbered Cash 1,061.5$ 1,048.2$ Consolidated Bank EBITDA (LTM) 453.0$ 412.7$ Total Debt, Net / Consolidated Bank EBITDA (2)2.34x 2.54xAvailable Liquidity (including Cash)866.1$ 1,058.7$ (1 ) Unencumbered cash and cash equivalent up to a maximum of $1 00.0mm(2) Consolidated net leverage ratio as defined by the Credit Agreement.4.75x4.22x3.68x3.62x3.07x2.76x2.35x2.08x2.78x2.54x2.34x
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•17 Reconciliation of Adjusted EBITDA (1) We present Adjusted EBITDA, which is a non-GAAP performance measure, to provide an understanding of operational performance because we consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of our results. We also believe that identifying the impact of certain items as adjustments provides more transparency and comparability across periods. Management uses Adjusted EBITDA to further understand our “core operating performance” and believes our “core operating performance” is helpful in understanding our ongoing performance in the ordinary course of operations. We believe that providing Adjusted EBITDA to investors, in addition to the corresponding income statement measures, affords investors the benefit of viewing our performance using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and our results of operations have performed. Non-GAAP performance measures are not presented in accordance with or intended as an alternative for GAAP. Adjusted EBITDA should not be considered in isolation from or as a substitute for financial information presented in accordance with GAAP and may be different from Adjusted EBITDA presented by other companies. (2) Adjusted EBITDA margins are derived by dividing Adjusted EBITDA by Revenues.(i) Expense from acquisition activities is comprised primarily of legal, consulting, rebranding and other costs associated with the due diligence, acquisition and integration of acquired businesses. The twelve months ended December 31, 2024 included a charge for an increase in the reserve against accounts receivable of the businesses acquired in the acquisition of four wholly owned subsidiaries of GFL Environmental Inc., as a result of our inability to pursue collections during the transition services period with the seller, resulting in accounts receivable aged beyond what is typical in our business.(ii) Southbridge Landfill closure charge are expenses related to the unplanned early closure of the Southbridge Landfill along with associated legal activities. The Company initiated the unplanned, premature closure of the Southbridge Landfill in the fiscal year ended December 31, 2017 due to the significant capital investment required to obtain expansion permits and for future development coupled with an uncertain regulatory environment. The unplanned closure of the Southbridge Landfill reduced the economic useful life of the assets from prior estimates by approximately ten years. In August 2024, the Company received the final closure permit related to Southbridge Landfill and entered into post-closure.(iii) Landfill capping (recovery) charge - veneer failure in the periods ending December 31, 2023 consists of both (i) the write-off of historical payments associated with capping work that has been deemed no longer viable due to a veneer failure and (ii) the related operating expenses incurred to clean up the affected capping material at the Company's landfill in Seneca, New York. In the periods ending December 31, 2024, we recorded a recovery consisting of both (i) a partial reversal of historical payments written off after an engineering evaluation determined that a portion of the area affected by the veneer failure was deemed to still be viable as well as (ii) a recovery of operating expenses incurred during the clean up of the affected capping material as part of a settlement with a third party.(iv) Debt modification expense associated with agent fees and other third party costs we paid during the refinancing of our second amended and restated credit agreement.(v) Loss from termination of bridge financing is related to the write-off of the remaining unamortized debt issuance costs associated with the extinguishment of bridge financing agreements associated with acquisitions.(vi) Legal settlement is related to reaching an agreement in June 2023 with the collective class members of a class action lawsuit relating to certain Fair Labor Standards Act of 1938 ("FLSA") claims as well as state wage and hours laws.(vii) Gain on resolution of acquisition related contingent consideration is associated with the reversal of a contingency for a transfer station permit expansion that is no longer deemed viable(viii) Environment remediation charge is associated with the investigation of potential remediation at an inactive waste disposal site that adjoins one of the landfills we operate.(ix) Withdrawal costs - multiemployer pension plan are charges related to pension withdrawal expenses. N on-GAAP Reconciliation of Adjusted EBITDA to Net income (1)Revenues 743,290$ 774,584$ 889,211$ 1,085,089$ 1,264,542$ 1,557,283$ 1,367,786$ N et income 31,653$ 91,106$ 41,100$ 53,079$ 25,399$ 13,536$ 10,382$ (Benefit) provision for income taxes (1,874) (52,804) 16,946 21,887 11,646 7,512 4,260 Other income (1,439) (1,073) (1,313) (2,585) (1,646) (1,666) (1,370) Interest expense, net 24,735 22,068 20,927 23,013 36,837 51,983 38,513 Expense from acquisition activities (i) 2,687 1,862 5,304 4,613 15,038 24,879 16,610 Southbridge Landfill closure charge (ii) 2,709 4,587 496 1,436 467 8,385 - Landfill capping charge (recovery) - veneer failure (iii) - - - - 3,870 (1,739) - Debt modification expense (iv) - - - - - 1,396 - Loss from termination of bridge financing (v) - - - - 8,191 - - Legal settlement (vi)- - - - 6,150 - - Gain on resolution of acquisition related contingent consideration (vii) - - - - (965) - - Environmental remediation charge (viii) - - 924 759 - - - Withdrawal costs - multiemployer pension plan (ix) 3,591 - - - - - - Depreciation and amortization 79,790 90,782 103,590 126,351 170,705 234,907 227,326 Depletion of landfill operating lease obligations 7,711 7,781 8,265 8,674 9,026 9,763 8,947 Interest accretion on landfill and environmental remediation liabilities 6,976 7,090 7,324 8,008 9,885 11,601 11,105 Adjusted EBITDA156,539$ 171,399$ 203,563$ 245,235$ 294,603$ 360,557$ 315,773$ Revenues 743,290$ 774,584$ 889,211$ 1,085,089$ 1,264,542$ 1,557,283$ 1,367,786$ Adjusted EBITDA margins (2)21.1%22.1%22.9%22.6%23.3%23.2%23.1%12 months ended Dec. 31, 202212 months ended Dec. 31, 202312 months ended Dec. 31, 2024($ in thousands)12 months ended Dec. 31, 201912 months ended Dec. 31, 202012 months ended Dec. 31, 20219 months endedSep. 30, 2025
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•18 Reconciliation of Adjusted Free Cash Flow (1) In addition to disclosing financial results prepared in accordance with GAAP, the Company also presents non-GAAP liquidity measures such as Adjusted Free Cash Flow that provide an understanding of the Company's liquidity because it considers them important supplemental measures of its liquidity that are frequently used by securities analysts, investors and other interested parties in the evaluation of the Company's cash flow generation from its core operations that are then available to be deployed for strategic acquisitions, growth investments, development projects, unusual landfill closures, site improvement and remediation, and strengthening the Company’s balance sheet through paying down debt. The Company also believes that showing the impact of certain items as adjustments provides more transparency and comparability across periods. Management uses non-GAAP liquidity measures to understand the Company’s cash flow provided by operating activities after certain expenditures along with its consolidated net leverage and believes that these measures demonstrate the Company’s ability to execute on its strategic initiatives. The Company believes that providing such non-GAAP liquidity measures to investors, in addition to corresponding cash flow statement measures, affords investors the benefit of viewing the Company’s liquidity using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and cash flow generation has performed. Non-GAAP financial measures are not in accordance with or an alternative for GAAP. Adjusted EBITDA, Adjusted EBITDA as a percentage of revenues, Adjusted Operating Income, Adjusted Net Income, Adjusted Diluted Earnings Per Common Share, and Adjusted Free Cash Flow should not be considered in isolation from or as a substitute for financial information presented in accordance with GAAP, and may be different from Adjusted EBITDA, Adjusted EBITDA as a percentage of revenues, Adjusted Operating Income, Adjusted Net Income, Adjusted Diluted Earnings Per Common Share, and Adjusted Free Cash Flow presented by other companies.(i) Southbridge Landfill closure are cash outlays associated with the unplanned, early closure of the Southbridge Landfill. The Company initiated the unplanned, premature closure of the Southbridge Landfill in the fiscal year ended December 31, 2017, and expects to incur cash outlays through satisfaction of the closure requirements and the environmental remediation process. In August 2024, the Company received the final closure permit related to Southbridge Landfill and entered the post-closure period.(ii) Cash outlays for acquisition expenses are cash outlays for transaction and integration costs relating to specific acquisition transactions and include legal, consulting, rebranding and other costs as part of the Company’s strategic growth initiative. (iii) Waste USA Landfill phase VI capital expenditures are long-term infrastructure capital expenditures at the Company's landfill in Coventry, VT (the “Waste USA Landfill”) which is different from the landfill construction investments in the normal course of operations. (iv) Acquisition capital expenditures are acquisition-related capital expenditures that are necessary to transition and upgrade acquired assets to Company operating standards and to achieve strategic synergies associated with integrating newly acquired operations, which can be considered, together with acquisition purchase price, as part of the initial overall investment in an acquired business.(v) McKean Landfill rail capital expenditures are long-term infrastructure capital expenditures related to rail side development at the Company's landfill in Mount Jewett, PA ("McKean Landfill"), which is different from the landfill construction investments in the normal course of operations.(vi) FLSA legal settlement payment is the cash outlay of a legal settlement related to reaching an agreement in June 2023 with the collective class members of a class action lawsuit relating to certain claims under the FLSA as well as state wage and hours laws. N on-GAAP Reconciliation of Adjusted Free Cash Flow to Net cash provided by operating activitiesN et cash provided by operating activities (1)116,829$ 139,922$ 182,737$ 217,314$ 233,092$ 281,355$ 233,213$ Capital expenditures(103,165) (108,108) (123,295) (130,960) (154,907) (203,227) (187,803) Proceeds from sale of property and equipment750 533 788 600 1,110 1,380 581 Proceeds from property insurance settlement332 - - - - 146 - Southbridge landfill closure (i)15,445 8,906 6,274 3,766 4,308 3,035 - Cash outlays for acquisition expenses (ii) 2,622 1,307 4,988 4,284 13,105 20,457 17,698 Waste USA Landfill phase VI capital expenditures (iii) 4,873 10,573 13,325 - - - - Acquisition capital expenditures (iv) 17,782 16,014 10,515 16,209 20,866 45,325 54,139 McKean Landfill rail capital expenditures (v) - - - - 10,725 3,688 1,625 FLSA legal settlement payment (vi) - - - - - 6,150 - Adjusted Free Cash Flow55,468$ 69,147$ 95,332$ 111,213$ 128,299$ 158,309$ 119,453$ 9 months endedSep. 30, 202512 months ended Dec. 31, 202012 months ended Dec. 31, 202112 months ended Dec. 31, 202212 months ended Dec. 31, 202312 months ended Dec. 31, 202412 months ended Dec. 31, 2019($ in thousands)
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•19 (1) Unencumbered cash and cash equivalent up to a maximum of $100.0mm(2) Consolidated net leverage ratio as defined by the Credit Agreement Reconciliation of Consolidated Net Leverage Ratio We present non-GAAP liquidity measures such as Consolidated EBITDA, Consolidated Funded Debt, Net and Consolidated Net Leverage Ratio that provide an understanding of the Company’s liquidity because we consider them important supplemental measures of our liquidity that are frequently used by securities analysts, investors and other interested parties in the evaluation of our cash flow generation from our core operations that are then available to be deployed for strategic acquisitions, growth, investments, development projects, unusual landfill closures, site improvements and remediation, and strengthening our balance sheet through paying down debt. We also believe that identifying the impact of certain items as adjustments provides more transparency and comparability across periods. Management uses non-GAAP liquidity measures to further understand our cash flow provided by operating activities after certain expenditures along with our consolidated net leverage and believes that these measures demonstrate our ability to execute on our strategic initiatives. We believe that providing such non-GAAP liquidity measures to investors, in addition to corresponding cash flow statement measures, affords investors the benefit of viewing our liquidity using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and cash flow generation has performed. Reconciliation of Consolidated EBITDA (as defined by the applicable credit facility agreement) to Net Cash Provided by Operating ActivitiesNet cash provided by operating activities116.8$ 139.9$ 182.7$ 217.3$ 233.1$ 281.4$ 343.0$ Changes in assets and liabilities, net of effects of acquisitions and divestitures28.7 25.3 13.1 11.2 19.5 30.5 24.5 Loss from termination of bridge financing - - - - (8.2) - - Stock based compensation and related severance expense, net of excess tax benefit (7.2) (8.2) (11.6) (8.2) (9.1) (12.2) (16.4) Landfill capping charge - veneer failure - - - - (3.0) 0.9 0.9 Operating lease right-of-use assets expense (9.6) (8.5) (5.6) (5.1) (6.3) (8.0) (9.6) Withdrawal costs - multiemployer pension plan (2.2) - - - - - - Other items and charges, net 0.7 (1.8) (1.0) (0.7) (0.7) (13.0) (0.4) Interest expense, less amortization of debt issuance costs and discount on long-term debt22.8 20.2 18.9 21.8 44.6 59.5 59.0 (Benefit) provision for income taxes, net of deferred taxes (0.6) (0.5) 1.9 5.4 4.3 0.6 0.5 Adjustments as allowed by the applicable credit facility agreement 20.5 14.1 27.4 15.4 69.0 73.0 52.9 Consolidated EBITDA $ 169.9 $ 180.5 $ 225.8 $ 257.1 $ 343.2 $ 412.7 $ 454.4 Total Debt, Net of Unencumbered Cash(1)521.3$ 498.4$ 530.8$ 534.3$ 954.6$ 1,048.2$ 1,061.5$ Consolidated Net Leverage Ratio (Total Debt-to-EBITDA)(2)3.07 2.76 2.35 2.08 2.78 2.54 2.34 12 months ended Sep. 30, 202512 months ended Dec. 31, 201912 months ended Dec. 31, 202012 months ended Dec. 31, 202112 months ended Dec. 31, 2022($ in millio ns)12 months ended Dec. 31, 202412 months ended Dec. 31, 2023
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•20 Reconciliation of Adjusted Net Income(i) Amortization of intangibles is the add-back of non-cash amortization of acquired intangibles such as covenants not-to-compete, customer relationships and trade names.(ii) Expense from acquisition activities is comprised primarily of legal, consulting, rebranding and other costs associated with the due diligence, acquisition and integration of acquired businesses. The twelve months ended December 31, 2024 included a charge for an increase in the reserve against accounts receivable of the businesses acquired in the acquisition of four wholly owned subsidiaries of GFL Environmental Inc., as a result of our inability to pursue collections during the transition services period with the seller, resulting in accounts receivable aged beyond what is typical in our business.(iii) Southbridge Landfill closure (recovery) charge are expenses related to the unplanned early closure of the Southbridge Landfill along with associated legal activities. The Company initiated the unplanned, premature closure of the Southbridge Landfill in the fiscal year ended December 31, 2017 due to the significant capital investment required to obtain expansion permits and for future development coupled with an uncertain regulatory environment. The unplanned closure of the Southbridge Landfill reduced the economic useful life of the assets from prior estimates by approximately ten years. In August 2024, the Company received the final closure permit related to Southbridge Landfill, which set out permit conditions including environmental monitoring, third party inspections, inspection of the final cover, leachate sampling, post-closure monitoring and other post-closure requirements, and entered the post-closure period. The Company recorded a non-cash charge of $8.4 million in fiscal year 2024 to revise the accrued post-closure liability for the Southbridge Landfill based on the conditions in the closure permit.(iv) Landfill capping (recovery) charge - veneer failure in the periods ending December 31, 2023 consists of both (i) the write-off of historical payments associated with capping work that has been deemed no longer viable due to a veneer failure and (ii) the related operating expenses incurred to clean up the affected capping material at the Company's landfill in Seneca, New York. In the periods ending December 31, 2024, we recorded a recovery consisting of both (i) a partial reversal of historical payments written off after an engineering evaluation determined that a portion of the area affected by the veneer failure was deemed to still be viable as well as (ii) a recovery of operating expenses incurred during the clean up of the affected capping material as part of a settlement with a third-party.(v) Debt modification expense associated with agent fees and other third party costs we paid during the refinancing of our second amended and restated credit agreement.(vi) Loss from termination of bridge financing is related to the write-off of the remaining unamortized debt issuance costs associated with the extinguishment of bridge financing agreements associated with acquisitions.(vii) Legal settlement is related to reaching an agreement in June 2023 with the collective class members of a class action lawsuit relating to certain Fair Labor Standards Act of 1938 ("FLSA") claims as well as state wage and hours laws.(viii) Gain on resolution of acquisition related contingent consideration is associated with the reversal of a contingency for a transfer station permit expansion that is no longer deemed viable.(ix) Environment remediation charge is associated with the investigation of potential remediation at an inactive waste disposal site that adjoins one of the landfills we operate.(x) Interest expense from acquisition activities is the amortization of debt issuance costs comprised of transaction, legal, and other similar costs associated with bridge financing activities related to acquisitions.(xi) Gain on sale of cost method investment is associated with the sale of the Company's minority ownership interest in a subsidiary of Vanguard Renewables.(xii) Withdrawal costs – multiemployer pension plan consists of a charge related to withdrawal from a multiemployer pension plan.(xiii) Valuation allowance consists of the income tax benefit associated with our assessment on the recoverability of deferred tax assets and the resulting unwinding of our valuation allowance pertaining to the majority of our net operating loss carryforwards and other deferred tax assets.(xiv) Tax effect of the adjustments is an aggregate of the current and deferred tax impact of each adjustment, including the impact to the effective tax rate, current provision and deferred provision. The computation considers all relevant impacts of the adjustments, including available net operating loss carryforwards and the impact on the remaining valuation allowance. N on-GAAP Reconciliation of Adjusted Net Income to Net incomeN et income 31,653$ 91,106$ 41,100$ 53,079$ 25,399$ 13,536$ 10,382$ Amortization of intangibles (i) 7,218 8,892 10,953 16,593 31,037 56,481 57,562 Expense from acquisition activities (ii) 2,687 1,862 5,304 4,613 15,038 24,879 16,610 Southbridge Landfill closure charge (iii) 2,709 4,587 496 1,436 467 8,385 - Landfill capping (recovery) charge - veneer failure (iv) - - - - 3,870 (1,739) - Debt modification expense (v) - - - - - 1,396 - Loss from termination of bridge financing (vi) - - - - 8,191 - - Legal settlement (vii) - - - - 6,150 - - Gain on resolution of acquisition related contingent consideration (viii)- - - - (965) - - Environmental remediation charge (ix) - - 924 759 - - - Interest expense from acquisition activities (x) - - - - 496 - - Gain on sale of cost method investment (xi) - - - (1,340) - - - Withdrawal costs - multiemployer pension plan (xii) 3,591 - - - - - - Valuation allowance (xiii) - (54,966) - - - - - Tax effect (xiv) (23) (2,361) (4,544) (4,467) (15,476) (22,259) (22,815) Adjusted N et Income47,835$ 49,120$ 54,233$ 70,673$ 74,207$ 80,679$ 61,739$ 9 months endedSep. 30, 202512 months ended Dec. 31, 202412 months ended Dec. 31, 201912 months ended Dec. 31, 202012 months ended Dec. 31, 202112 months ended Dec. 31, 202212 months ended Dec. 31, 2023($ in thousands)
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•21 Capital Expenditure Detail (1) The Company's capital expenditures are broadly defined as pertaining to either growth or replacement activities.Growth capital expendituresare defined as costs related to development projects, organic business growth, and the integration of newly acquired operations. Growth capital expenditures include costs related to the following: 1) acquisition capital expenditures that are necessary to transition and upgrade acquired assets to Company operating standards and to achieve strategic synergies associated with integrating newly acquired operations, which can be considered, together with acquisition purchase price, as part of the initial overall investment in an acquired business; 2) McKean Landfill rail capital expenditures, which is unique and different from landfill construction investments in the normal course of operations because the Company is investing in long-term infrastructure; and 3) development of landfill permit expansions, investment in infrastructure to increase throughput at transfer stations and recycling and other processing facilities, capital expenditures for new equipment, such as trucks, containers or compactors, to support new contracts or other organic business growth, and other development projects in support of our growth strategies.Replacement capital expendituresare defined as landfill cell construction costs not related to expansion airspace, costs for normal permit renewals, replacement costs for equipment and other capital expenditures due to age or obsolescence, and capital items not otherwise defined as growth capital expenditures. Capital Expenditure Detail (1)($ in thousands)Growth Capital Expenditures:Acquisition capital expenditures 17,782$ 16,014$ 10,515$ 16,209$ 20,866$ 49,495$ 50,256$ Waste USA Landfill Phase VI 4,873 10,573 13,325 - - - - McKean Landfill capital expenditures - - - - 10,725 3,688 1,625 Other 1,582 4,362 13,480 5,636 9,894 14,867 13,293 Growth Capital Expenditures 24,237$ 30,949$ 37,320$ 21,845$ 41,485$ 68,050$ 65,174$ Replacement Capital Expenditures:Landfill development 26,915 36,981 23,490 30,684 37,928 43,873 14,200 Vehicles, machinery, equipment, and containers 42,828 30,846 48,427 60,936 53,819 64,795 80,164 Facilities 7,001 5,170 7,550 12,494 16,263 21,890 21,621 Other 2,184 4,162 6,508 5,001 5,412 4,619 6,644 Total Replacement Capital Expenditures 78,928 77,159 85,975 109,115 113,422 135,177 122,629 Total Capital Expenditures 103,165$ 108,108$ 123,295$ 130,960$ 154,907$ 203,227$ 187,803$ Replacement Capital Expenditures as % of Revenues10.6% 10.0% 9.7% 10.1% 9.0% 8.7% 9.0%Total Capital Expenditures as % of Revenues 13.9% 14.0% 13.9% 12.1% 12.3% 13.1% 13.7%9 months endedSep. 30, 202512 months ended Dec. 31, 202412 months ended Dec. 31, 202312 months ended Dec. 31, 202212 months ended Dec. 31, 202112 months ended Dec. 31, 202012 months ended Dec. 31, 2019
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•22 Reconciliations for 2025 Guidance Ranges(1) In addition to disclosing financial results prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), the Company also presents non-GAAP performance measures such as Adjusted EBITDA that provides an understanding of operational performance because it considers them important supplemental measures of the Company's performance that are frequently used by securities analysts, investors and other interested parties in the evaluation of the Company's results. The Company also believes that identifying the impact of certain items as adjustments provides more transparency and comparability across periods. Management uses these non-GAAP performance measures to further understand its “core operating performance” and believes its “core operating performance” is helpful in understanding its ongoing performance in the ordinary course of operations. The Company believes that providing such non-GAAP performance measures to investors, in addition to corresponding income statement measures, affords investors the benefit of viewing the Company’s performance using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and its results of operations has performed. Reconciliation of the Company's estimated Adjusted EBITDA from estimated Net Income for the fiscal year ending December 31, 2025.December 31, 2025Net Income $8,000 - $18,000Provision for income taxes 4,000 - 8,000Other income (2,000) Interest expense, net 53,000 Expense from acquisition activities 18,000 Depreciation and landfill amortization 229,000 Amortization of intangibles 76,000 Depletion of landfill operating lease obligations 12,000 Interest accretion on landfill and environmental remediation liabilities 15,000 Adjusted EBITDA (1)$415,000 - $425,000$ in thousands(Estimated) Fiscal Year Ending
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•23 Reconciliations for 2025 Guidance Ranges (cont’d)(1) In addition to disclosing financial results prepared in accordance with GAAP, the Company also presents non-GAAP liquidity measures such as Adjusted Free Cash Flow that provide an understanding of the Company's liquidity because it considers them important supplemental measures of its liquidity that are frequently used by securities analysts, investors and other interested parties in the evaluation of the Company's cash flow generation from its core operations that are then available to be deployed for strategic acquisitions, growth investments, development projects, unusual landfill closures, site improvement and remediation, and strengthening the Company’s balance sheet through paying down debt. The Company also believes that showing the impact of certain items as adjustments provides more transparency and comparability across periods. Management uses non-GAAP liquidity measures to understand the Company’s cash flow provided by operating activities after certain expenditures along with its consolidated net leverage and believes that these measures demonstrate the Company’s ability to execute on its strategic initiatives. The Company believes that providing such non-GAAP liquidity measures to investors, in addition to corresponding cash flow statement measures, affords investors the benefit of viewing the Company’s liquidity using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and cash flow generation has performed. Reconciliation of the Company's estimated Adjusted Free Cash Flow from estimatedNet Cash Provided by Operating Activities for the fiscal year ending 12/31/2025.December 31, 2025Net Cash Provided by Operating Activities $325,000 - $335,000Capital expenditures (240,000) Acquisition capital expenditures (i) 60,000 Cash outlays from acquisition activities (ii) 18,000 McKean Landfill rail capital expenditures (v)7,000 Adjusted Free Cash Flow (1)$170,000 - $180,000$ in thousands(Estimated) Fiscal Year Ending(ii) Cash outlays for acquisition expenses are cash outlays for transaction and integration costs relating to specific acquisition transactions and include legal, consulting, rebranding and other costs as part of the Company’s strategic growth initiative. (i) Effective January 1, 2019, as a part of implementing ASC Topic 842, Leases, cash payments on landfill operating lease contracts, which historically were capitalized as property, plant and equipment (i) Acquisition capital expenditures are acquisition-related capital expenditures that are necessary to transition and upgrade acquired assets to Company operating standards and to achieve strategic synergies associated with integrating newly acquired operations, which can be considered, together with acquisition purchase price, as part of the initial overall investment in an acquired business.