CWST - NASDAQ

Good day. And thank you for standing by. Welcome to the Casella Waste Systems, Incorporated's First Quarter 2023 Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Charlie Wohlhuter, Director of Investor Relations. Please go ahead, sir.

Thank you, Norma, and thank you, everyone, for joining us this morning. With us today are John Casella, Chairman and Chief Executive Officer of Casella Waste Systems; Ned Coletta, our President and Chief Financial Officer; Jason Mead, our Senior Vice President of Finance and Treasurer; and Sean Steves, our Senior Vice President and Chief Operating Officer of Solid Waste operations. Today we will be discussing our 2022 full-year and fourth 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, but first, I 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 these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors 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. Reconciliation 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 Investors section of our Web site at ir.casella.com, under the heading Events & Presentations. And with that, I will now turn it over to John Casella, who will begin today's discussion.

Thanks, Charlie, and good morning, everyone, and thanks again for joining us this morning for our first quarter 2023 conference call. We're very happy to share with you our strong results to begin the year and the exciting announcement from earlier this week on the pending acquisition of select solid waste operations in adjacent markets. We are executing well against our key growth strategies and we look forward to our continued opportunity to grow the business from our expanding platform to further drive shareholder value. Before discussing the quarter results, I'd like to provide some strategic views on this announcement while Ned will go into the financials. The Northeast continues to be the focal point for our company with great opportunity to continue to expand into the future. We also recognize the continued execution of our growth plan requires us to expand our existing footprint in a disciplined manner. In mid-2021, we grew our geographic region through an acquisition in Connecticut where we're performing well and have done a nice job integrating. The pending acquisition of GFL's solid waste operations in Pennsylvania, Maryland and Delaware provides meaningful scale to grow from, including the ability to introduce our resource management solutions to our new customers. Further, these operations and markets fit our business profile very well. Across nine collection operations, transfer station and a recycling facility, the business mix carries a low exposure to the economic cycle given the high concentration of residential subscription and commercial collection customers. This furthers our ability to remain nimble from an operating, pricing and risk mitigation perspective, we estimate that approximately 5% to 7% of the GFL operations we intend to acquire are tied to construction and demolition activity. This actually helps to blend down our consolidated C&D exposure. In addition to the business, we have several talented team members that have deep knowledge and experience through their careers with these operations and markets. This provides us with added confidence related to this successful transaction and integration. We believe that the combination of these factors will result in a high degree of risk mitigation, which will only help to support our ability to continue delivering long term shareholder value. We look forward to welcoming our new team members and providing excellent service to our new customers and communities after we close as the transaction. Now, moving on into our performance in the quarter. As reported yesterday's press release, we grew revenues by over 12% and adjusted EBITDA by over 11% in the quarter on a year-over-year basis. The results from our solid waste operations have put us into a strong position to start the year. In fact, solid waste adjusted EBITDA margins expanded over 220 basis points year-over-year for the quarter. This is a true testament to the perseverance of our team to manage through an inflationary period. Our continued investment into cost reducing operating initiatives, coupled with focused pricing programs, helped to drive performance in the quarter. Ongoing implementation of fleet automation, conversions, route optimization, onboard computers are delivering increased efficiencies and safety improvements. Sean and his team continue to make great strides in terms of improving our overall operations. From a pricing perspective, our year is off to a strong start ahead of budgeted levels given persistent inflation with solid waste price up 8.8%. Likewise, our floating fuel cost recovery fee program is fully offsetting the volatility in fuel related expenses. While recycling commodity prices have improved modestly from late last year, they're still down significantly from the first quarter of 2022 and presented a headwind for consolidated performance as we expected. That said, our risk mitigation strategies, such as our floating SRA fee, have helped to limit the negative financial impact. Overall, we are optimistic that our efforts within the first quarter will benefit our execution through the balance of the year. I'll provide a brief related to our key strategies and recent performance of the operations. An important element of our solid waste operations is our landfill assets and. And the focus we have on increasing returns through our operating programs and permitting initiatives. Reported price for the landfills increased to 10.9% year-over-year as we remain focused on offsetting inflation, including higher capital cost items at our disposal facilities and regulatory costs. As discussed in February during our fourth quarter 2022 earnings call, we experienced a timing shift in tonnages at our landfills, with yearend 2022 volume decline being more than offset by activity levels in January to start the year. There has been a slight moderation in volumes from January. However, we reported positive volume growth in the first quarter. With respect to permitting, our McKean rail project is underway and I'm pleased to share that Sam and his team recently received all of our final solid waste permits and in fact have received all of our permits for that development project. We can now turn our attention towards building the required offload infrastructure with rail operations at the site anticipated to come online in the spring of 2024. The ability to accept waste by rail at McKean is one of the larger development projects in our near term pipeline. It increases our ability to drive further organic growth and internalization opportunities, approximately of our rail served operation will be well positioned to serve our customers by providing increased disposal certainty and helping to meet their future needs with our safe, secure and compliant outlet given the supply demand imbalance of disposal capacity in the Northeast. It's exciting to have all of the activity from a permitting standpoint. As I said behind is Sam and his team have done a terrific job of getting through that process on time as expected, and we look forward to the construction of the infrastructure to bring that facility online as I said in the spring of 2024. On that collection side of the business, we're executing at a high level much like the strength of our disposal operation results in solid waste collection operations improved year-over-year. This is a direct result of the focus and agility across our team to stay ahead of cost inflation through cost reducing investments, operational initiatives and pricing discipline. Sean and his team are driving costs out of the business and enhancing safety by making return driven investments to further increase our use of automated trucks, route optimization capabilities and onboard technology. Today, about 50% of our addressable collection fleet is automated and 55% of our route trucks are equipped with onboard computers. Next Resource Solutions, we take great pride in our commitment to environmental stewardship, and our business model promotes this through the services we provide. Recycling has been at the core of the company for decades. And fortunately, our SRA fee and other risk mitigating features in our contracts have greatly limited the financial impact which we expect will subside in coming quarters. We continue to invest in resource management offerings to help fulfill demand from our customers. Our approach is to ensure environmental and economic balance. We are currently in the process of installing new recycling equipment and technology at our Boston MRF, which is slated to again be operational by midyear. This is a great example of an investment that will increase recycling volume throughput, enhance the quality of our end product, improve operating efficiencies, and result in a safer operating environment. Really excited that project is on time, on budget and we expect to have it up operational mid-year, as I said. And finally, I'd like to highlight our capital allocation and growth strategy. Our acquisition pipeline remains robust with about $500 million of addressable opportunities and annualized revenues just over the top of our current Northeast market footprint. As part of our diligent process related to the pending acquisition of the Mid-Atlantic solid waste operations from GFL, we have identified opportunities in this market which nearly doubled the size of our current pipeline. This highlights the platform nature of these operations from which we can build from over time. Together with our near term development project pipeline of waste by rail services at McKean and the increased recycling throughput at our Boston MRF, we see nice growth runway for organic and inorganic projects that meet our return criteria that will drive long-term shareholder value. And with that, I'll turn it over to Ned to walk through the financials.

Thanks, John, and good morning, everyone. Revenues in the first quarter were $262.6 million, up $28.6 million or up 12.2% year-over-year, with 2.5% of the year-over-year change driven by acquisition activity and 9.7% of the year-over-year change from organic growth. Solid waste revenues were up 16.6% year-over-year, with price up 8.8%, acquisition growth of 1.8% and our fuel cost recovery and other fees up 6.3%. Volumes were just slightly up. Revenues in a collection line of business were up 17.1% year-over-year, with price up 8.9% and volume slightly down. Revenues in the disposal line of business were up 19.3% year-over-year, with price up 9.3% and volumes up 6.4%. Landfill pricing was up 10.9% year-over-year. Our Resource Solutions revenues were up 1.2% year-over-year with 4% growth from acquisitions, 9.9% volume growth, 9.5% growth from processing fees and other price offset by much lower commodity prices. Commodity prices were down roughly 52% year-over-year on lower cardboard and mixed paper pricing, lower metals and lower plastics pricing. As you may remember, commodity prices hit a high point in April 2022 and declined roughly 70% through the remainder of the year, hitting a multiyear low in December of 2022. Commodity prices have rebounded over 20% sequentially from December through March. Adjusted EBITDA was $50.7 million in the quarter, up $5.1 million or 11.2% year-over-year, with $4.7 million of the growth, driven by improvements in our base business. Solid waste adjusted EBITDA was $49.5 million in the quarter, up $10.8 million year-over-year, with strength in both the collection and disposal lines of business. Resource solutions adjusted EBITDA was $1.2 million in the quarter, down $5.5 million year-over-year, with negative performance driven by three major factors. Adjusted EBITDA was down $1.7 million due to lower commodity prices. As John mentioned, our risk mitigating commodity programs are actually working well to offset most of the significant begin drop in commodity prices. Unfortunately, these programs are not fully implemented in several newly acquired markets that had legacy contracts that do not allow us to pass the recycle risk back to customers. These markets accounted for 80% of the year-over-year adjusted EBITDA decline from commodities. Adjusted EBITDA was down $2.5 million at our Boston MRF as the facility was shut down during the quarter for a planned retrofit as we completed full technology upgrade. Revenues were lower as we displaced volumes and costs were high as we had to transload volumes to other facilities. And finally, adjusted EBITDA was down $1.3 million across the remainder of the Resource Solutions business due to higher disposal costs for biosolids given the severe capacity constraints and lower project work for industrial customers. In the quarter, adjusted EBITDA margins were 19.3%. That was down 20 basis points year-over-year and better than our plan. Solid waste margins were 25.4% in the quarter, up 220 basis points year-over-year. Our pricing programs covered the cost of inflation again in the quarter with solid waste price as a percentage of total revenues up 6.3%, offset by roughly a 5.3% headwind from inflation excluding fuel. Further margin bridging items included a 50 basis point improvement from higher solid waste volumes and operating efficiencies, an 80 basis point headwind from the Boston MRF shutdown, a 35 basis point headwind from lower landfill gas to energy performance, a 30 basis point headwind from acquisition and a 20 basis point headwind from the recycling commodity prices. Our fuel recovery fee worked extremely well in the quarter, fully recovering the year-over-year increases in fuel and recapturing margin. Cost of operations in the quarter was up $17.8 million or down 80 basis points as a percentage of revenues. G&A costs in the quarter were up $5.9 million or up 90 basis points as a percentage of revenue, with the change to a more conservative bad debt methodology driving over half of the increase as a percentage of revenues. Depreciation and amortization costs were up $4 million year-over-year, mainly driven by higher landfill amortization on higher volumes and a mix shift. As of March 31, we had $596.1 million of debt and $60.2 million of cash and liquidity of $332.5 million. Our consolidated net leverage ratio hit an all-time low at 2.06x, our average cash interest rate was approximately 3.7%, and we had fixed interest rates on approximately 73% of our debt. As expected, and discussed on our fourth quarter earnings call, our adjusted free cash flow started a year light at only $2.2 million, with capital expenditures up $5 million year-over-year and working capital timing differences driving much of the variance. We expect the timing variances to resolve in the second to third quarters, and we are confident hitting our full year adjusted free cash flow guidance range of $119 million to $125 million as our operating results started the year ahead of budget. The main negative timing difference is in a period where $3 million of accrued payables and $3 million of capital expenditures has slipped from the fourth quarter to the first quarter, roughly $4.5 million of higher cash taxes as compared to 2022 as we stepped into higher state cash taxes as the state level NOLs rolled off and roughly $3 million higher cash out flows related to bonuses paid in March 2023. Given the strong start to 2023 and our continued visibility on pricing and operating programs, we have reaffirmed our guidance ranges for fiscal 2023. The guidance ranges have not been updated for the pending acquisition of select operations from GFL Environmental. As always, we'll update our guidance after completing any acquisitions. As John mentioned, we are very excited about the pending acquisition of collection, transfer and recycling operations in Pennsylvania, Delaware and Maryland from GFL. As announced in our press release on Monday morning, we believe that this acquisition is a great strategic fit. We expect the acquired operations to generate approximately $185 million of revenues and $43 million of EBITDA in the first 12 months of operations. And we expect to generate roughly $8 million of incremental annual synergies and benefits within three years through landfill internalization and fleet automation efficiencies. Further, as we mentioned in our press release, the structure of this transaction is great and we expect to yield over $130 million of cash tax savings over a multiyear period. We plan to pay for this acquisition through a combination of cash on hand, revolving credit facility borrowing and from a planned new Term Loan A under our existing senior secured credit facility. We expect the transaction to close by the third quarter. I'd like to take a moment and thank the GFL team for all of their help during the diligence process and their continued help as we work collaboratively on integration planning. John said we look forward to welcoming the GFL employees to our team in the coming months and we also look forward to opportunity to provide great service to the new customers in the Mid-Atlantic. And with that, I'd love to turn it back to the operator for questions. Thank you.

[Operator Instructions] And our first question comes from the line of Stephanie Moore with Jefferies.

Hi. Good morning. Thank you for the question. I wanted to touch on post the pending acquisitions of the GFL assets and more so, the Mid-Atlantic region. And I think you noted that this almost doubles your total addressable market from an M&A standpoint. I wanted to think about how assuming these deals close, you'll prioritize assets in your more legacy Northeast markets and then more so in these markets. And what will be some of those determining factors for expanding further in this new market. Thank you.

Sure. So, several years ago, we identified our strategic planning that we want to look into adjacent markets for acquisition opportunity. And building a pipeline takes years as we build relationships with small business owners and look for opportunity. Luckily for us, we've been doing business in these markets for many years through our National Accounts Group, and we've got a lot of deep relationships. Furthermore, we had a couple of great hires to our team over the last couple of years we have spent quite a bit of time in these markets, operating businesses and buying businesses. So our pipeline has developed well over the last year plus. But this platform acquisition is a great opportunity for us to have a platform across the region and then looking to densify through great sales efforts and also tuck-in acquisitions. So as we look to your specific question of where will we focus energy, we continue to focus energy on both. As John said, we've got a really good platform and acquisition pipeline in the Northeast and always excellent opportunities to drive vertical integration and great synergy value. We're also working that pipeline in the Mid-Atlantic, and there will be a balance across both. We're not just shifting effort to one or the other.

Yes. I also think that it's important to know that from a business development standpoint, we were working in the Mid-Atlantic, identifying opportunities, building a platform in terms of opportunities there for about a year prior to having the opportunity to look at the GFL assets. So we had a team in place that was in that market looking at opportunities. So it's just a real complement to the work that we had started to do in adjacent markets. And as we said earlier, the step out in 2021 with Connecticut, yes, 2021, we stepped into Connecticut as well, and that's gone extremely well for us. So that it just represents another great platform for us to continue to grow across the entire Northeast.

Great. Thank you. And then just as a follow up, maybe switching gears to volume performance and was hoping you could maybe discuss what you're seeing from more of a macro standpoint and maybe any slowdown in volumes as you move throughout the quarter or maybe in your C&D business. Would love to get your thoughts there. Thank you.

I think that we saw a little bit of softness at the end of the year, but on balance, we see a little bit of activity but nothing that gives us any pause. Keep in mind, we're in the lowest activity months of the year for us in the Northeast in the first quarter. So, on balance, the first quarter, we were up a little bit from a volume standpoint, so we don't really see anything that gives us any pause at this point in time from a volume standpoint.

Yes. And, John, we very consciously, over the last decade, have re-blended our book of business. And if you flash back to 2008, we had about 18% of our revenues derived from construction and demo, whether it be in the collection line of business or transfer or landfills. Today, we're about 10%. And as we mentioned earlier, with the GFL acquisition of the select operations, they're even lower than us. They're in about 5% range.

Understand, overall.

Yes. But it down slightly overall. So that's really the most economically sensitive part of any waste company, of course, is construction, demo, activity. As John said, through the first quarter, little ups and downs, we ended December with some weakness in the month of December, we had a really strong month of January. We had a decent month in February and March. And in the Northeast, you always have to let the spring unfold before you know what the true trend is, but nothing significant in the metrics today.

And our next question comes from the line of Tyler Brown with Raymond James.

Hey, good morning, guys. Okay, Ned, I've got to go back over the margin bridge, if I could. So I think you said 50 basis points from volume, negative 80 from Boston, negative 35 from landfill gas, negative 30 from M&A, and negative 20 for commodities. But if you add that all up, that's negative 110, 115, and margins were only down 20. So sorry, a lot of math here, but were core margins up, say, circa 100 basis points? Is that what you're trying to say?

Yes, I'm not sure if there's a mistake here. I'm sorry. I'm just adding up myself because that should add up, right? Yes, that's actually down 10 basis points. So price, if you take solid waste price in the consolidation, it was 6.3% plus 50 basis points of margin expansion due to higher volume. So 6.8% less 5.3, less 80 basis points, less 30, plus 30, less 20. That's down 10 basis points. So definitely if you look at some of these items that hit us, like the Boston MRF shutdown, we're almost done with that. So it's not something that lasts into the future. We're definitely getting price ahead of inflation, and we continue to do so. And as you know, in our book of business, we have a lot of flexibility to course correct as well if inflation starts to move higher again.

Okay, all right. But the Boston drag kind of goes away soon.

Yes. So we're investing both capital dollars and some lower operating results here for about a quarter and a half as we complete that retrofit. And once we come back online, we expect about $3 million to $3.5 million of better performance at the Boston MRF due to one higher throughput and two better operating efficiencies. We're using a lot of technology at robotics and we expect to do more work with about 35% to 40% less people. So it's a great investment for the long term in a market that really desires sustainability and has a lot of growth opportunity in a greater Boston area.

Okay, perfect. And then this is, again, kind of a detailed question about the model but this is the third or fourth quarter in a row that the surcharge and other contribution to IRG has been pretty big. I mean, fuel was kind of flattened out year-over-year. So what's kind of going on there? Is there a lag or is there something, is there fuel surcharge implementation, or is there something that I'm missing? Or how do we think about that on maybe I should.

Yes, there's a bit of a lag, but that line also contains our SRA fee, as you know. So as fuel surcharges have been coming down, our SRA rate fee has been going up due to the historically low commodity prices. And Jason can probably get the mix for you, but you see a countervailing trend there, Tyler, that's behind the scenes.

Okay, that is very helpful. That will explain it. I'll get offline with Jason on that. Okay. On pricing, I know that there was a really good acceleration here. I guess one could argue that maybe you guys weren't quite as aggressive on price as others call it circa last year. So when we think about Q1 pricing, do you think this is the high watermark, or do you think that we actually see some acceleration in Q2 as well?

So last year, if you look at our trend, we got out of the gates probably a little bit lower than we should have, and we identified a little bit higher inflation in the business in late Q1, early Q2. And we course corrected with a second round of price increases and hit a high point in the June time frame. Where we sit today, we really did a lot of analytical work late in 2022, and we came to market with a bit higher price in the January - February timeline. You shouldn't expect to see that climb unless we see inflation trends click up and then we'll come back to market again with additional price increases. The one caveat to that is that the landfills where inflation continues to be pretty high, especially across capital items, and we'll continue to look at that pricing stat and make sure we're getting all that inflation back to the marketplace.

Okay, that's helpful. And then I've kind of been asking this question across the board, just mostly because I'm curious, but just what is the embedded unit cost inflation in the current guide today?

Yes. Let's see. I got to pull up the right model. Do you know that, Jason, top of your head?

I do. Hey, Tyler. So our expectations, first half of the year, core and inflation across our business, ex fuel at about 5.5% year-over-year and the back half of the year, closer to 5%. So blending about 5.25% on year.

Okay. We're pretty close, it would be 5.3% in Q1.

Yes. Okay. Perfect on the GFL assets. So you gave some great color on why now, I am very much looking forward to your new camouflage map, as I call it. But there's a lot to this deal, maybe more than meets the eye, in my view. You hit on it. But can you talk about the cash tax shielding benefits from this deal? And can you just help us understand where you are from a cash tax payment perspective, exclusive of this deal, and then how this adds value longer term?

Yes. So I think, as most shareholders know, we've had the benefit of having federal and state net operating losses for years now that we've used to effectively offset a lot of our cash taxes. And we are down to roughly $52 million of federal NOLs, and we don't have many at the state level. So we've been stepping into a slightly higher cash tax position. And we will always try to buy acquisitions in a manner that optimizes tax structure. And here there was a great opportunity because three of the operating units we bought were disregarded entity LLCs that get treated much like an asset deal from an acquisition standpoint. So we're able to get a great tax basis step up. Of course, by tax law, you also get depreciation and amortization of intangible. So it gives us a really great opportunity to offset some cash taxes in year one and actually through 15 years. And it's a great part of the tax code. It helps to create value as companies are acquiring businesses and growing.

Yes. Okay. That's super helpful. So it's a long tail to that. John, you mentioned that this new platform opens up a lot of new M&A opportunities. I just want to double back on this. I hear you right that this new platform kind of doubles the proverbial tam, if you will, on M&A.

I think that's fair, Tyler, as I said, the team from a business development standpoint had been working in Pennsylvania, looking at opportunities there along before the opportunity with GFL. So I think we're just about very close to double the opportunities from an acquisition standpoint. It's exactly right.

Okay, perfect. Okay, my last one here real quick.

It clearly gives us another very significant platform from a growth perspective going out into the future. Obviously, that will be over time. We've got a lot of work to do from an integration standpoint. We need to get that done, get that done right, quickly, effectively. And that will be in front of us for the next 6 to 12 months. But long term, we've got significant opportunity from a growth standpoint in the Mid-Atlantic now. So very exciting.

Okay, great. And the last one just here, you mentioned cross selling Resource Solutions as maybe part of the benefit. Is that in that $8 million of synergies or would that be all--?

No, it's not. No, not at all. That is a great opportunity when you think about providing solutions to colleges and universities, providing solutions to municipalities, providing solutions to industrial customers. We all know that those customers are looking for partners that can help them meet their sustainability goals. So our entire Resource Solutions team will have terrific opportunities from an organic growth standpoint to be able to provide those services across that entire customer base.

Next question comes from the line of Michael Hoffman with Stifel.

Hey, everybody. Good morning. John, I know there's got to be a whiteboard somewhere up there in Rutland where you thought, I'd be thinking all this through as you laid out. See by $185 million, ,43 million in EBITDA, if I look out five years, what's that business look like?

It's very difficult to predict how good it's going to be, Michael. I think that we obviously feel very comfortable that there's tremendous amount of value to be created there. There really is. And I think Tyler hit on it a little bit with his question on Resource Solutions. We believe we've got a terrific opportunity to grow that entire book of business very significantly in that market. So it's a great opportunity. There's also obviously significant opportunity from a business development standpoint. We think that there's likely to be entire portfolio of assets available to us, both from a disposal standpoint, transfer stations, the ability to feed McKean also it's just very exciting. And I think that obviously we haven't performed it out and really don't have a sense as to what that future looks like in terms of how significantly that could grow. But we certainly have an understanding of the opportunities, and it's very exciting.

Okay, well, so let me if I could push on that a little bit. Is it unrealistic to think that $43 million can double in five years? That's only a 15% CAGR.

Yes, we've been growing, Michael, as you know, for a lot of years. EBITDA low double digits, free cash flow, mid to high double digits. And we look at a platform like this to help us continue doing that. And you're absolutely right, that's the reason why we stepped into this region. We're, of course, not going to provide multiyear guidance quite yet on where we're going with this. But the assumptions right on, that's what we're trying to do across this new book of business.

Right. That was the perspective I was trying to put on it. So Pennsylvania is a little unique. It does have flow control issues. Are there any limits on some of the things that you are able to do due to the flow control?

Well, I think there would always be limits relative to flow control in terms of those communities that are flow controlled, right. So I mean, it makes sense that in that context, there would be wherever flow control is implemented, but it's not across the entire platform.

Yes. And you come in Delaware, you have flow control, but from our advantage point, we do really well collecting waste and recyclables. We drive high returns; we drive a lot of value in those lines of business and we continue to drive value there. So it's not something that's negative in our view. We have communities across the Northeast that have flow control and we've operated in them for years and as John said, providing absolutely excellent service, having the right equipment on the ground from an efficiency standpoint and really cross selling those services yield can drive very high returns in those markets as well.

Okay, and then has HHR been filed at this point?

Yes, it was filed on the 21st of April.

So with the 30 day clock has started. So we're looking at sort of the 20 something of May, I mean here on the overlap. So theoretically they don't call it early termination anymore, but theoretically what holds this up?

I don’t think, there shouldn’t any, as you said, Michael, there is no overlap, so it shouldn't be an issue from HHR.

Yes, we're working with the GFL team and planning on a late Q2 close would be the objective here, Michael.

Okay, cool. And then you had a window in where your disposal price was exceeding collection and then post pandemic collection, then started exceeding disposal. But you have returned back to total price and disposal is now better than collection. Are we back on a path of where, given the dynamic that's going on in New England, that is sustainable?

Yes, it's really necessary, as we talked about earlier, in a certain way where we're seeing some of the highest inflation on the disposal side. And I think the IWS guys bringing the rail online to Apex kind of right in the middle of pandemic put a little bit of a damper on volumes across kind of the New York greater marketplace. And they're running generally at capacity today. We're seeing a lot of constraints right now, especially on the sludge side. There are not enough places to put all of those materials. It's very challenging day to day, week to week. So you'll see some ebbs and flows, I think, Michael, as capacity comes out or new outlets come in. Absolutely, the reason why we're bringing McKean online, we need to have long term visibility and stability from a waste disposal outlet standpoint.

Okay, terrific. Look forward to seeing you all on Sunday in New Orleans.

Sounds good.

Sounds good. See you down there.

See you there.

The next question comes from the line of Sean Eastman with KeyBanc Capital Markets.

Hi, team. Thanks for taking my questions. Hope everybody's well. So we've obviously touched on a lot of very compelling, positive aspects of this deal, but just approaching the question just a little bit a different way. I mean, obviously this deal has a different profile than what you've been doing and what you guys have been doing from an M&A perspective has been working really well. So, I mean, just trying to think through the decision tree you guys considered and the pros and cons around kind of just staying in that same swim lane versus jumping on a platform acquisition like this, any perspective from that angle would be helpful.

Sure, I'll take that. Sean, I think that there's no question that we have had a great deal of success staying in our platform in the Northeast and continuing to grow, and we could have continued significant opportunities over the top of the existing infrastructure. But it's also clear to us that if we want to continue to grow for the foreseeable future, then we needed to have platform growth. And as I said, we stepped out into Connecticut in ‘21. We started at that point in time looking in adjacent markets as to where we could actually expand the platform. And it just happened that the platform opportunity with GFL came up in the midst of us having a business development effort ongoing in Pennsylvania for over a year. So it just really fit very well in terms of long term growth and gives us an opportunity to continue that value creation over a longer period of time.

All right, understood. John. That makes perfect sense. Does this suggest you guys go into sort of a digestion mode from the next 12 months perspective, or can the sort of that traditional program just continue as is? How should we think about that?

I think that the traditional program will continue over the top of the existing operations. We've got a separate management team that's in place, familiar with the Mid-Atlantic market. We're very excited about that team and their capabilities. So over the top of the existing assets, we'll continue to look at those opportunities that are in the existing operations now. So we'll continue to execute on opportunities that are in front of us in the Northeast.

I'll add two comments. We've really done a great job over the last few years building up an acquisition diligence team and integration resources. And those teams have capacity. And frankly, working with an organization like GFL that's so professional and organized makes this not easy, but a little bit more organized sometimes in buying smaller companies that have challenges. So from our advantage point, a lot of work to do, but we're dealing with a highly organized seller who is helping us plan and get prepared for integration work.

I think that it's important though, Sean. We're going to continue to execute on the existing opportunities that we have in the New England, New York areas. Those opportunities as they come to us and there's significant activity there. So we’ll continue to do our bread and butter as well as we go out into the future. And as Ned said, we've developed the capabilities to be able to do that.

Okay, really helpful. And then lastly for me, I just want to make sure I understand. Is this kind of a status quo update from an inflation perspective or is there anything moving around that maybe, perhaps we should note?

No, there's nothing really new. I mean, the categories that we're seeing the most inflation in are almost identical to the categories over the last few periods. With one caveat, I think we've seen labor come in, but we continue to see parts maintenance, third party hauling as our highest inflationary categories. And on the capital side, I think we've seen some of the heavy equipment and trucks come in a little bit, but some of the construction, landfill construction costs are probably where we're seeing the most inflation right now. So overall our numbers a bit lower, right. We peaked out at 5.9% internal inflation back a couple of quarters. We're at 5.3% today. Labor is probably the one thing that's taken the most off that number over the last couple of quarters.

[Operator Instructions] Our next question comes from Michael Feniger with Bank of America.

Yes, thanks everybody. Just regarding the GFL asset, I'm curious how to think about the contract structures there. You guys have a very unique mix with subscription for some of your peers more CPI. Just curious, what this new footprint? If there's any different contract structures that we should kind of be thinking about?

No, that's one of the real benefits. And you don't often find acquisitions that mirror up to attributes that you like in a business. But here there's a great blend between subscription, residential, small can commercial, and industrial work, and it's actually pretty positive in our view. We're seeing about 58% in small can and residential, with the vast majority of that being subscription based. Maybe 5%, 6%, 7% of that's municipal. Small can commercial is around 30%. You get the industrial permit roll off around 4% or 5%, and only about 5% of business in construction and demo. So we really like the mix here that we're stepping into. And it's a mix we're comfortable with where you can really make sure that we have the right risk mitigation programs on the ground from fee based structures. And we can manage the marketplace appropriately versus being in 10 year contracts with little flexibility.

Great. And the margins are very healthy with this new footprint. I'm just curious if you maybe comment on the free cash flow conversion side. Do you have to make some investments to bring this asset up to sell standards? It seems relatively healthy. Curiously kind of comment on the CapEx needs of this new footprint.

Yes. So we fail again on this at some and once we get on the ground, we buy the business. We'll do more work assessing. We plan to make some investments in the first year on the facility side, we'll continue to review the fleet, but the fleet appears to be in very good shape. And on the free cash flow side, we talked about cash benefits for a bit, which really help drive some near term value with the pro forma, but there's not like a huge horizon there on the capital side that will greatly impact free cash flow in the first few years.

Great. And just lastly, apologies if you've already kind of touched on this, but with the new footprint, your current footprint, the disposal network, and the capacity challenges over there over time is well understood. It's part of your pricing. Can you just give us an update on how to think about the disposal side and capacity constraints there with the new footprint? Thanks, everyone.

Sure. So there's significant disposal capacity in Pennsylvania available. We don't anticipate that there's any issue there. In fact, there's a lot of capacity, and I think as a safety valve, we have our McKean facility, and it's likely that we'll have the opportunity to have some rail transfer from that market at some point in time. But there's significant disposal capacity in the market currently.

Thank you. I'm currently showing no further questions at this time. I would like to turn the call back over to Mr. John Casella, Chief Executive Officer, for closing remarks.

Thank you, operator. And thanks, everyone, for joining us this morning. We look forward to discussing our second quarter 2023 earnings with you in late July. Thanks, everybody. Have a great day. Rest of the day and have a great weekend. Thank you.