Ron Mittelstaedt – Chairman and Chief Executive Officer Mary Anne Whitney – Chief Financial Officer Worthing Jackman – President.

Brian Maguire – Goldman Sachs Tyler Brown – Raymond James Hamzah Mazari – Macquarie Capital Corey Greendale – First Analysis Michael Hoffman – Stifel Noah Kaye – Oppenheimer Chris Murray – AltaCorp Capital Derek Spronck – RBC Michael Feniger – Bank of America.

Ladies and gentlemen, thank you for standing by. Welcome to the Waste Connections Second Quarter 2018 Earnings Conference Call. [Operator Instructions] As a reminder, this call is being recorded, Wednesday, July 25, 2018. I would now like to turn the call over to Mr. Ron Mittelstaedt, Chairman and CEO of Waste Connections. Please go ahead, sir..

Okay. Thank you, operator, and good morning. I’d like to welcome everyone to this conference call to discuss our second quarter 2018 results and updated outlook for the full year as well as provide a detailed outlook for the third quarter.

I’m joined this morning by Worthing Jackman, our President; Mary Anne Whitney, our CFO; and several other members of our senior management team.

As noted in our earnings release, continued strength in solid waste pricing growth, E&P waste activity and acquisition contribution enabled us to exceed our outlook for the second quarter, overcoming increased headwinds from recycling and a weather-delayed ramp in special waste activity across many markets.

We are especially pleased with our year-to-date adjusted EBITDA margin expansion and adjusted free cash flow generation in spite of these headwinds as well as our upwardly revised revenue adjusted EBITDA and adjusted free cash flow outlook for the full year.

As we look ahead to 2019, we believe we should be well positioned for above average revenue growth and margin expansion as current favorable trends for solid waste pricing, E&P waste activity and acquisition contribution should remain in place and the current negative impact from recycling headwinds and reported negative volume growth, primarily associated with our purposeful shedding of lower quality solid waste revenue should abate.

Before we get into much more detail, let me turn the call over to Mary Anne for a forward-looking disclaimer and other housekeeping items..

Thank you, Ron, and good morning. The discussion during today’s call includes forward-looking statements made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including forward-looking information within the meaning of applicable Canadian securities laws.

Actual results could differ material from those made in such forward-looking statements due to various risks and uncertainties. Factors that could cause actual results to differ are discussed both in the cautionary statement on Page 3 of our July 24 earnings release and in greater detail in Waste Connections filings with the U.S.

Securities and Exchange Commission and the Securities Commission or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements as there may be additional risks of which we are not presently aware or that we currently believe are immaterial, which could have an adverse impact on our business.

We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change after today’s date.

On the call, we will discuss non-GAAP measures, such as adjusted EBITDA, adjusted net income attributable to Waste Connections on both a dollar basis and per diluted share and adjusted free cash flow. Please refer to our earnings releases for a reconciliation of such non-GAAP measures to the most comparable GAAP measure.

Management uses certain non-GAAP measures to evaluate and monitor the ongoing financial performance of our operation. Other companies may calculate these non-GAAP measures differently. I will now turn the call back over to Ron..

Okay. Thank you, Mary Anne. In the second quarter, solid waste pricing growth was 4.2%, in line with our expectations and up 110 basis points year-over-year. This increase reflects not only our disciplined execution to overcome recycling headwinds and certain cost pressures, but also the strength of the underlying economy.

Pricing range between 3% in the mostly exclusive markets of our Western region to upwards of 4.5% and 5% in our more competitive regions.

Reported volume growth in Q2 was negative 1.5%, due primarily to our purposeful shedding of less attractive revenue across the former Progressive Waste footprint, particularly in Canada and the Northeast, which accounted for an estimated 85 basis points of reported negative volume growth in the period, most of which will abate by the end of Q3.

An additional estimated 35 basis points impact of volume growth can be attributed to the permitted volume limitations imposed by the new conditional use permit at our Southern California, Chiquita Canyon landfill in Q3 of last year.

And finally, a decrease in volumes at our New York City transfer station reduced reported volumes by almost 25 basis points as a result of the ramp-up of the Department of Sanitation marine terminal operations contract with a third party.

Net of these items overall volumes in Q2 were about flat, largely as a result of what we view as weather-related impacts across many markets, which delayed the more typical seasonal uptick and higher-margin landfill volumes, most notably special waste.

As will be noted later in our Q3 outlook, we expect volume growth to improve sequentially by between 50 and 100 basis points, Q2 to Q3. On a same-store basis in the second quarter, commercial collection revenue and roll-up revenue, each increased approximately 5% from the prior year period.

In the U.S., roll-up pulls per day increased 2.9% and revenue per pull rose about 3.1%. In Canada, pulls per day decreased by 7.9%, which was primarily related to the purposeful shedding of lower quality revenue and lingering winter weather conditions, but was largely offset by a 4.9% increase in revenue per pull.

Solid waste landfill tonnage in Q2 on a same-store basis decreased 4% over the prior year period, but was essentially flat year-over-year, excluding the impact of limitations in pulls by the new conditional use permit at our Chiquita Canyon landfill in Southern California.

MSW tons were flat, C&D tons increased 6% and special waste tons decreased 18% or about 5% net of Chiquita Canyon’s new limitation, which as we have noted on earlier call, anniversary at the end of this month.

The remaining reduction in special waste volumes is attributable to both difficult prior year comparisons, and we believe weather-related delays that might shift the timing of projects into the second half of the year. As expected, we’re already seeing a ramp in such activity at certain sites as this quarter begins.

Recycling revenue, excluding acquisitions, was about $21 million in the second quarter, down $19 million or almost 48% year-over-year due to the continued declines in both the value of and the demand for recycled fiber, especially recovered mixed paper.

Prices for OCC, or Old Corrugated Containers, in Q2 averaged about $95 per ton, which was down 45% from the year-ago period and down 8% sequentially from Q1. Mixed paper revenue declined almost 80% year-over-year.

We believe the decrementals related to the reduction in recycling revenue increased from about 85% in Q1 to 95% in Q2, due to higher year-over-year declines in fiber values in the period and increased recycling processing costs.

As such, we estimate the revenue reduction to have impacted EBITDA by approximately $18 million and earnings per share by $0.05 in Q2 compared to the year-ago period. Looking at E&P waste activity, we reported $60.2 million of E&P waste revenue in the second quarter, up 28% year-over-year and 8% sequentially from Q1.

We expect our current revenue run rate to continue at this approximate level unless we see a significant shift in crude oil prices and increase in drilling activity in other basins or until new additional facilities come online.

We’ve commenced construction on three new projects, two of which further expand our asset positioning within the West Texas Permian and one of which expands capacity at an existing facility. In addition, we expect to commence construction on another new project later this quarter.

These four projects should provide additional growth opportunities beginning in the second half 2019. Looking at our acquisition activity. We’ve already closed on what we would consider an above average amount of acquisitions for the year and the pipeline for potential additional transactions remains at an elevated level.

Year-to-date, we’ve acquired approximately $175 million of annualized revenue, including three $45 million to $60 million revenue new market entries in Arizona, Rhode Island and Virginia and tuck-ins in Arizona, Florida, Idaho, Nebraska, North Carolina, New York, South Carolina, Texas and Alberta.

As additional transactions in our pipeline may begin to close later this year or early next, 2019 is setting up to be another year of above average M&A contribution.

Our strong financial profile and free cash flow generation provide us the flexibility to not only invest in new growth projects and fund expected continuing above average acquisition activity, but to also increase our return of capital to shareholders through double-digit percentage increases in our quarterly dividend each October and opportunistic share repurchases.

Now I’d like to pass the call to Worthing to review more in depth the financial highlights of the second quarter, Mary Anne will then provide a detailed outlook for Q3 and discuss our increased outlook for 2018. I will then wrap up before heading into Q&A..

Thank you, Ron. Good morning. In the second quarter, revenue was $1.24 billion, up $64.4 million over the prior year period. Acquisitions completed since a year-ago period contributed about $55.8 million of revenue in the quarter or about $33.3 million net of divestitures.

Adjusted EBITDA for Q2, as reconciled in our earnings release, was $395.5 million or slightly above our outlook for the period due to higher-than-expected revenue.

In spite of the high margin negative flow-through impact from increased recycling headwinds and difficult year-over-year special waste comparisons, adjusted EBITDA in the period increased almost $22 million year-over-year or about a 34% flow-through on the change in revenue.

Adjusted EBITDA, as a percentage of revenue, was 31.9% in Q2, up 10 basis points year-over-year, but 30 basis points below our margin outlook. Put simply, it’s more revenue in the period to overcome higher-than-expected headwinds from recycling and the weather-related delay and the seasonal ramp in higher-margin specialty waste activity.

Fuel expense in Q2 was about 4% of revenue, up 35 basis points year-over-year. We averaged approximately $2.75 per gallon for diesel in the quarter, which was up about $0.31 and $0.07 per gallon, respectively, from the year-ago period and sequentially from Q1.

Depreciation and amortization expense for the second quarter was 13.6% of revenue, up 20 basis points year-over-year due to increased depreciation expense from capital expenditure outlays since the year-ago period.

Interest expense in the quarter increased $1.3 million over the prior year period to $32.4 million due to higher interest rates as compared to the prior year period. Net of interest income from invested cash balances, interest expense in the period was $31.4 million.

Debt outstanding at quarter end was about $3.8 billion, approximately 27% of which was floating rate and our leverage ratio, as defined in the credit agreement, declined to below 2.4 times debt-to-EBITDA as we continue to cash fund acquisitions.

Our effective tax rate for the second quarter was 23.5% or 22% net of certain items in the period, primarily related to both internal financing restructuring and a reduction in our deferred tax liabilities resulting from changes in state legislation and acquisition impacts.

Looking at the remainder of 2018, we now expect our effective tax rate to be approximately 22.5%, subject to some variability quarter-to-quarter. GAAP and adjusted net income per diluted share were $0.52 and $0.65, respectively, in the second quarter.

Adjusted net income in Q2, primarily excludes the impact of intangible amortization and other acquisition-related items as well as impairments associated with the termination of certain contracts assumed in the progressive waste acquisition primarily in conjunction with purposeful shedding.

Adjusted free cash flow in the first half of the year was $472.7 million or 19.9% of revenue and up 20% year-over-year. Now let me pass the call to Mary Anne..

Thank you, Worthing. I will now review our outlook for the third quarter 2018 and updated outlook for the full year.

Before I do, we’d like to remind everyone once again that actual results may vary significantly based on risks and uncertainties outlined in our safe harbor statement and filings we’ve made with the SEC and the Securities Commission or similar regulatory authorities in Canada. We encourage investors to review these factors carefully.

Our outlook assumes no change in the current economic and operating environment. It also excludes any impact from additional acquisitions or divestitures that may close during the remainder of the year and expensing of transaction-related items during the period. Looking first at Q3. Revenue in Q3 is estimated to be approximately $1.27 billion.

We expect price growth for solid waste to be between 4% and 4.5% in Q3 with volume losses improving sequentially to between negative 0.5% and negative 1%, reflecting up to 100 basis points improvement over Q2.

We expect continuing sequential quarterly improvements in volume growth, as we anniversary the much discussed purposeful shedding of lower quality revenue and the volume limitations imposed at Chiquita Canyon that commenced last August. Adjusted EBITDA in Q3 is estimated to be approximately 32.5% of revenue or about $413 million.

Q3 is likely our most difficult year-over-year margin comparison due to both recycling where value peaked during the prior year period and E&P waste activity where we begin to anniversary more difficult comparisons given the quarter-to-quarter sequential ramp in that activity last year.

Margins should expand again beginning in Q4 as recycling headwinds begin to ease somewhat. To provide context for everyone, this guidance for Q3 of 32.5% would equate to approximately 33.5% adjusted EBITDA margin at last year’s commodity values. Depreciation and amortization expense for the third quarter is estimated to be about 13.6% of revenue.

Of that amount, amortization of intangibles in the quarter is estimated to be about $26.6 million or about $0.07 per diluted share net of taxes. Interest expense, net of interest income in Q3 is estimated to be approximately $32 million.

Finally, our effective tax rate in Q3, as noted earlier, is estimated to be about 22.5% subject to some variability. Turning now to our updated outlook for the full year as provided and reconciled in our earnings release.

Revenue for 2018 is now estimated to be approximately $4.88 billion or $55 million above our initial outlook, due primarily to higher-than-expected contributions from acquisitions, E&P waste activity and solid waste pricing, being somewhat offset by greater-than-anticipated declines in recycling revenue, the weather-delayed seasonal ramp in special waste activity and to a lesser extent, current weakness in the Canadian dollar.

Adjusted EBITDA for the full year is now estimated to be approximately $1.555 billion or about 31.9% of revenue and up about $5 million over our initial outlook. We believe this conservatively reflects current high decrementals associated with year-over-year headwinds in both recycling and special waste activity.

Adjusted free cash flow in 2018 is now expected to be approximately $860 million or more than 55% of EBITDA and up $10 million from our initial outlook.

This outlook assumes an estimated $30 million increase in growth-related CapEx, primarily associated with the four new E&P waste projects discussed earlier, raising our total estimated CapEx for the year to approximately $530 million. And now, let me turn the call back over to Ron for some final remarks before Q&A..

Great. Thank you, Mary Anne. Again, the underlying fundamentals of our business remain strong, and we’re extremely pleased with our year-to-date performance. We’d especially like to recognize and thank our folks for the development and implementation of action plan to address the increased headwinds previously discussed.

Although the quarter-to-quarter margin comparison this year are somewhat atypical given the magnitude and timing of these headwinds, we’re pleased to have raised our outlook for 2018 with continuing expectations for full year margin expansion. Pricing growth of 4% plus has driven margin expansion plus in 2018.

As we do not have the beneficial margin expansion optics, others may have from either a change in accounting or significant revenue declines in very low margin recycled brokering business.

More importantly, as noted earlier, we believe we should be well positioned for above average revenue growth and margin expansion in 2019 as current favorable trends for solid waste pricing, E&P waste activity and acquisition contribution should continue in the current recycling headwinds reported negative volume growth primarily associated with purposeful shedding of lower quality solid waste revenues should abate.

This should result next year in price led organic growth of between 4% and 6% and additional 3% to 4% revenue growth from acquisitions, at least 50 basis point to 75 basis point adjusted EBITDA and margin expansion, excluding the impact of such additional acquisitions and another double digit annual increase in free cash flow per share.

We appreciate your time today. I will now turn this call over to the operator to open up the lines for your questions.

Operator?.

Thank you [Operator Instructions] And our first question comes from the line of Brian Maguire of Goldman Sachs. Please proceed with your question..

Hi, good morning guys. Ron, I think you slipped in some comments on the 2019 outlook in bridge there at the end. Just wondered if you could repeat those quickly and kind of tied in with that, around the volumes maybe a little bit weaker in the quarter due to some of the special waste timing.

I think you kind of provided a nice bridge for the rest of the year.

Just sort of wondering when we could get back to that historical 1% to 2% growth range that you’d been in prior years?.

Sure. Sure. Okay, several questions there, Brian. So what we said on 2019 is that, we expect price and volume to be in the 4% to 6% range with pricing being the majority of that. So pricing probably in that 3.5% to 4%, maybe even just a little north of that 4% potentially next year. So obviously, volume being the differential bridge between 4% and 6%.

We said that based on deals done already, deals that we expect to do over the balance of the year, that, that rollover impact should – could be up, up to 3% to 4%. So it sort of gives you between 7% and up to 9% to 10% top line growth before contribution from any deals may be done in 2019.

And we said from that with recycling anniversarying as well as purposeful shedding anniversarying at the end of the third quarter, that we see margin expansion of 50 basis points to 75 basis points going into 4/19 as we sit here today. So I think that was what he said on 2019.

What we said was that volume growth will improve Q2 to Q3 this year by 50 basis points to 100 basis points, and most of that is just the anniversarying of shedding that we began well over a year ago, that is now finally in the period ending from a reported standpoint.

Again, I think it’s important to note that this is not volume loss, it’s occurring on a realtime basis, this is volume loss that occurred as we shed that volume a year ago, three to four quarters ago, now coming into the fourth quarter in this third quarter, and is just in the reported number, which is why we gave that number and said what the underlying volumes are doing.

We do think that it was probably – we’re going to round 30 basis points to 40 basis points of lighter than expected volume in Q2, that was due to special waste projects that were delayed.

I know it seems a while ago sitting here in July, but we were having severe snow events throughout many parts of the U.S., all the way up into May and certainly, in Canada, into late May.

So we did not really begin – we only really got about one month contribution of special waste that we would typically see more like a full two months beginning in May. And so we said that, that should improve in Q3, and we are seeing that already in July.

And that’s part of why we’ve said 50 basis points to 100 basis points of volume improvement as we move from Q2 into Q3. So I would expect – the last part of your question was a more typical 1% to 2% volume growth, Brian.

I would expect that in this GDP environment, and as you look at a full year, that we should return to that as we go into 2019 and certainly, as we get into the second half of 2019, there are still some nominal lingering effects of some of the contracts that we have opted to walk away from.

But the underlying should be in that 1% to 2% range even at a 4% type price. Obviously, as you push pricing, you start to get up into that range, there is some offset to volume. So that mutes it a little bit, but I think that’s where we would expect to be..

Yes. That’s a very detailed answer, thanks for that. Just the end of that sort of tied into my follow-on question, which was just the price assumptions in 2019 bridge seems a little bit higher than I would have thought, staying closer to that 4% level than historically.

Just wondered if that’s indicative of you seeing more opportunities to push price over volume in some areas? Or are you just sort of expecting some of the CPI flow-throughs and inflationary element of the contracts to kind of kick in there?.

Yes. It’s a little bit of both, Brian. I mean, as we just said on this call, we reported approximately 3% price in our mostly exclusive markets of the Western U.S., and so recall that we do those rate increases really in the first half of the year.

Those are being priced off of the CPI that ended in July of 2018 and in January – 2017, excuse me, and January of 2018. So now as we move forward and we look at 2019, we will be using the July of 2018 CPI for the 2019 rate increase and that has moved up between 25 basis points and 100 basis points in certain markets.

So that’s going to lift that exclusive piece for next year. So that’s sort of already locked in. And so even if we stay at the same competitive market rate, it would lift our average price. And if the economic environment stays as it is, we would expect our competitive price to continue to move up.

So I think it’s pretty comfortable to say, we feel comfortable at the upper end of that 3.5% to 4% and likely north of that 4% type price, as we sit here today looking at next year..

And the one thing I would add to that is, if you look at our reported numbers for Q2, 4.2% price, just to remind, folks, that we do the majority of our price increases in Q1 and over the course of the year on a reported basis, the math works out that we typically report slightly declining price, slightly lower at each quarter because of the math, that denominator getting larger.

And what you’ll see this year is it’s pretty flat given the strength of our pricing. So just that sets us up nicely for next year to stay in that 4% range..

Okay, thanks very much..

Our next question comes from the line of Tyler Brown of Raymond James. Please proceed..

Hi, good morning everyone..

Good morning Tyler..

Hi Ron, so thanks for the 2019 comments. I don’t want to split hairs here, but just based on the deals that have been done and announced today, how much would that rollover benefit kind of be expected next year.

I think that 3% to 4% you talked about, including some stuff that maybe not – hasn’t been done yet, is that right?.

Yes. I think that when I said the 3% to 4%, Tyler, I mean, obviously, you can do the math, that implies $150 million to $200 million of rollover revenue into next year. Obviously, we’ve done $175 million going into the fifth month. So not even half of that was rollover.

So that’s implying that we expect to do a lot of things over the balance of this year, that could approximate what we’ve done or a little less, and that would get you to that number..

Okay. Okay. Perfect. And then I know this is a bit of a detailed question, but have you guys seen or heard any – hello? [Technical Difficulty].

We do apologize for the inconvenience. Ladies and gentlemen please standby..

Okay. Please resume, and Mr. Brown your line is still open..

Okay.

Can you guys hear me?.

Tyler, sorry, we don’t know what happened here. We’re all online. I apologize to everyone on the call. Go ahead, Tyler..

Yes. No problem. No problem. Okay. So I – this is a bit of a detailed question on the E&P side. But have you guys seen or heard any potential slowdown in the Permian drilling activity, just as a result of the lack of pipe takeaway capacity.

I think you’ve seen a blowout in those Midland differentials?.

Yes. We have not seen a slowdown, Tyler, and we’ve spent quite a bit of time looking at this with our guys. We have not seen a slowdown. I have – we would tell you that we sort of think that the Permian’s at a level, it’s going to be at, I don’t want to say it’s capped, but it’s probably at the level that we’ve seen in Q2.

That’s what we’re expecting in Q3 and go forward until there is incremental capacity. And that was why we said we sort of think E&P waste activities stays at the current level unless there’s a substantial bump, improved prices or other basins begin to come online.

And again, until some other projects that we’ve got under development come online that attack alternate parts of that basin over 2019..

Okay. And then just my last one here.

So the $30 million increase in CapEx, that is all attributable to those three or four E&P projects, is that correct?.

That is correct..

Okay.

And they do increase addressable market and you expect them to be done in the second half of 2019, is that correct?.

Yes, we expect them to be contributing in the second half of 2019. We will finish them probably in the, I’m rounding, March through June time frame and therefore be contributing in the second half of 2019..

Okay.

And then just maybe lastly, any kind of thought about once completed and fully ramped, how much EBITDA that $30 million of deployment could produce?.

That’s – it’s in probably the $10 million-plus EBITDA range. That’s generally what we would expect for that deployment on until development project. That’s what we’ve received, so – on other. So that implies a $20 million to $25 million revenue range because we’re going to run that ultimately at almost 50% or even north of 50% EBITDA margin..

Okay, perfect thanks guys..

Okay. Thank you..

Our next question comes from the line of Hamzah Mazari of Macquarie Capital. Please proceed..

Hi, good morning. The first question is just on the volume side. Any thoughts as to what customer churn is running today? I know you’re shedding Progressive Waste business.

So however you want to look at that, what the underlying customer churn is and whether that’s maxed out or you think we can go lower here as well?.

Yes. Customer churn is really, when you exclude the purposeful shedding that’s been done, and again, that was done a year ago, but customer churn is quite low, which is why price is sticking so well in the competitive markets, I think, not only by ourselves, but most industry participants, public and private.

And so – and that also implies everybody’s also very full from deployment of their existing routes and capital as well. But customer churn’s running very low. I would tell you, it’s probably in the high single digits in competitive markets. There are some that is higher than that, but overall, it’s a single digit number now.

Can it go lower? It certainly could go somewhat lower, Hamzah, but, I mean, it’s probably the lowest we’ve seen in – maybe ever, but certainly in more than a decade..

Great. And then just on pricing. Ron, you touched on 4% to 5% competitive pricing and you think that, that can go higher.

Maybe could you frame for us, can that go higher, is that just cyclical and maybe just compared to past cycles what you’ve seen or – is there anything structural that’s helping you in these competitive markets versus history? I know your business was a lot more franchise when you look in the past, so maybe that’s not as relevant and the portfolio is different with progressive.

But just the confidence level on pushing that price, is it all just a cyclical play? Or is there anything structural going on in these markets that we should sort of be aware of?.

I think it’s a little – a combination of everything, Hamzah. First off, I think if you’re not getting 3.5% to 4% price, you’re not going to get margin expansion unless you have accounting changes in this type of economic environment. I mean, the reality is, is the cost pressures that are out are probably in that 4% to 5% range.

So you need a solid 3.5% to 4% price. I mean, we reported 10% – excuse me, 10% – 10 basis point margin expansion with overcoming 100 basis point recycling headwind. So said another way, 110 basis point had we not had the recycling. I mean, you’re going to need that type of pricing in this cost environment.

So part of it is, we’re pushing it hard because of the current environment. The current environment being a strong GDP environment, low unemployment environment, strong growth environment also allows that. It also allows it because your competitors, both public and private, are under the same pressure, so they’re having to do the same thing.

So you do have a pricing umbrella that’s lifting for everyone in those competitive market. But I would also tell you that, I think, structurally, again, whether it is, yes, we inherited a somewhat different footprint of business in the progressive transaction, we have called a lot of that.

We have swapped markets, we have sold markets, and we have shedded revenue. So we’ve made the progressive footprint 80% plus in Canada, and the U.S.

look more like the traditional Waste Connections footprint and that is we tend to still be a larger player in a smaller pond, often have the only or one of the only landfills for our market, and that asset positioning does provide incremental barriers for – and protection for pricing. So it is somewhat – it is always asset positioning.

We believe very strongly that, that’s what drives your sustained pricing growth, but there is also cyclical things at play here as well..

From a structural standpoint, any collection oriented and recycling company that was subsidizing collection pricing based on recycling, that paradigm has changed.

And so if you were trying to subsidize your collection business and now recycling’s rolled over as you’ve seen, those companies have to go back to the pricing well to help make up for that recycling..

Yes. And I think that’s an excellent point, Worthing. I mean, look, Hamzah, we all know that private company, independent operators are able to live very well on lower EBITDA margins than public companies and still have very solid companies. But many of them have built a lot of their EBITDA margin on commodity that. So right now, they are just crushed.

So the independent companies more so than the public companies are having to subsequently raise price in this environment in many cases for their survival, to be quite honest. So that’s another driver in this situation..

That’s very helpful. Just last question, I’ll turn it over. Recycling is a small part of your business, but obviously the decrementals are very high. So any views or thoughts on China banning all recovered paper imports? I know there’s sort of a feedback expected in August.

Just any thoughts as to you see OCC going lower off of that and then just anything in what you’re hearing specifically because you have that West Coast presence? Thanks..

Yes. I mean, Hamzah, we’re hearing just what you’re hearing that, that decision will be made in the latter part of the third, beginning of the fourth quarter of this year, and that, that is certainly one thing China is considering. Again, we won’t beat this because we’ve spoke about it recently quite publicly.

Look, I mean, selfishly, I would prefer that China does ban this permanently and that, that puts a final stake in the ground that forces us as an industry, public and private and municipal, to relook at this whole recycling model and create a model that is sustainable on its own indefinitely.

That is how recycling will become a successful business for everybody involved with it. Right now, it’s a completely broken model. That is the industry’s fault because nobody else set it up this way and priced it this way. We, as an industry, did. It took 30 years to get there. And take a while to undo it.

Not 30 years, but it’s going to take two to three years to get to where we all want it. If China comes back and says, game is back on, everybody will just go back to doing what they’re doing, will kick this can down the road. That’s just human nature and certainly, American’s nature.

So them banning it, there’s not enough international depth of market to absorb the commodities out there from the U.S., let alone anywhere else in the world. So you’re going to see the development of more mills and markets domestically. That’s good, that’s good for the business, that’s good for the cost structure of the business.

And you’re going to a repricing and a restructuring of how contracts are serviced by the providers on a go-forward basis, which shifts more of the commodity value to the user, be it commercial or be it municipal customer or an individual customer, it’s their commodity.

And the industry, I think, will move to where we’re not taking all of or the majority of the risk of what that commodity does and get paid more for the collection and processing and a return on that. So it’s a long winded way around the barn, Hamzah, to say. I actually think, I hope they stand their gun and they ban it.

That will cause pain for the industry, but it will fix the problem once and for all..

Great, that’s very helpful color. Thank you..

Our next question comes from the line of Corey Greendale of First Analysis. Please proceed..

Hi, good morning. Thanks for taking my questions. On the – Ron, you were mentioning the underlying inflationary cost environment, you said like 4% to 5% increase. Can you just dig into that a little bit? Like, are you seeing 4% to 5% increase in labor costs? And what kind of pressure you’re seeing in terms of availability that’s turning drivers up.

Just give us a sense of that environment?.

Yes. I mean, Corey, I think – I mean, the labor environment, I think, for all service-related industry, not just ours, but anybody that has a heavy labor component is obviously extremely tight. There are niches where it is incredibly tight and there are markets where it’s not quite as much.

But it’s a very tight labor market, certainly the tightest I have ever seen in 30-plus years through varying cycles. I know there is reported unemployment of 3.6% or 3.7%, tell you, we’re probably at now zero in reality. And so that creates wage pressure, that wage pressure’s probably in that 4% to 5% arena.

And if you look at like – someone like us, if you’ve got [indiscernible] 5%, but we’ve got a turnover rate of in the low 20’s and that comes on at maybe 90% to 95% of your normalized rate, that still yields you a labor cost increase overall year-over-year of about 3%.

And so we’re doing fine with it, but certainly, most inputs into business today, whether it is labor at any level, but more particularly frontline labor, whether it is third-party trucking and brokerage costs who are trying to get labor, whether it is medical, whether it is input cost for things like steel and containers and trucks, I mean, all that is going up at something that is north of the reported inflationary index in the country.

And so that’s why we believe that you’ve got to be getting in that – again, I’m going to say around 3.5% plus price or you’re going to take margin compression again, unless you have some sort of onetime accounting change that affected things.

And I think you’ll see that in others numbers, that without that there would be margin degradation in this environment..

Thanks that’s very helpful. Then one other, and I apologize if you addressed this already and I missed it. But you didn’t – looks like you didn’t repurchase any shares in the quarter. Obviously, your leverage is at a very comfortable level.

Just – can you give us a little bit more on kind of how you’re thinking about that and are you just preserving dry powder for larger M&A at this point?.

Yes. I mean, the first part of your assumption was correct on the share repurchase. We are opportunistic in the share repurchase. Obviously, we – our prioritization of capital deployment has not changed. We still believe that the first and best use of capital is appropriately priced strategic transactions.

We remain in, what I would argue is the best environment for that in perhaps 20-plus years or approaching that. We are incredibly busy at all size of potential transactions.

And we believe that, that deployment will be as it has already been this – in the first five months of this year, it will be an elevated over the balance of this year and into 2019. And so that’s how – what we’re preserving incremental capital for and excess cash capital for.

From that, we then would look at, obviously, the commitment to our dividend, which we’ve, as we said on this call, we’ve increased double digits. We’ll revisit that again in this October and that should increase double digits again in October. And then, of course, share repurchases opportunistically.

I think on any rolling 12-month basis, our shareholders should expect between 2% and 4% of our shares to be repurchased, and we remain committed to that and you will see that as well..

Great thank you..

Thanks Corey..

Our next question comes from the line of Michael Hoffman of Stifel. Please receive..

Thank you for much taking my question. Bear with me, this has a little bit of a wind up, the first one, but I think it’s important because – to just show the power of the solid waste. So your original guidance at $4.825 billion revs implied, I think, about $4.7 billion was solid waste and the rest was recycling.

What I’m not as absolutely certain about is the $1.55 billion on EBITDA, how much was solid waste versus recycling and then comparing that. So what I think’s happen is you’re going to go to $4.88 billion, but that’s a $100 million uptick in solid waste revenues between organic growth and deals.

And my guess is that a $5 million increase in EBITDA is overshadowing that, there is a heck of a lot of solid waste upside in that EBITDA and there is a negative swing in recycling..

Yes. I mean, first off, your first assumptions, Michael, on your approximate breakdown were about right. I mean – again, I’m going to round for you.

If you look at 2017, recycling represented about 3.5% of reported revenues and coming into this year, knowing what we knew in February, we thought it would represent – we thought it would be down about 1%, about $40 million to $50 million in revenue at about 75% or 80% decremental and that was what was in our guidance.

It has now moved to what’s only about 2% or less of revenue. So it dropped another 35% from what we saw in February. So it’s now on the first 3 quarters of this year. It will be on a run rate of being down about $60 million in revenue and by as much as up to $50 million in EBITDA in that.

So – and then, of course, that amount drops down in the fourth quarter because commodity started to abate in the – started dropping in fourth quarter of last year. So yes, I mean, your numbers are pretty accurate, and that’s why the guide up on EBITDA, there was so much to overcome from relative to February that recycling dropped down again..

And how do I think about that, sort of $100 million incremental rev on solid waste coming in, in 30-something percent kind of margin?.

Well, you got to look at the split, Michael. The – I think it’s fair to think of the organic piece of coming in at north of our average margin because it’s price led, but then the acquisition contribution come in at below our corporate margin, probably more in that mid-to high 20% level between the blend of new market and tuck-ins..

And that’s about 2/3 of the incremental revenue. It’s $65 million in acquisition contribution..

Okay. So some housekeeping just so I understand everything correctly.

In the new guide, in the 4% to 4.5% on price, how much are you assuming for help from fuel in that?.

Well, surcharge component is a combination of fuel as well as recycling fees in some markets as well. So it’s a combination and surcharges collectively were, what, 30 basis points in Q2....

And they’ll tick up a little at – since fuel’s been up, it will tick up a little....

Yes. So there were 30 basis points in – incrementally in the second quarter, Michael, and we would expect that to be, I mean, around 40 to 50 basis points in the Q3, Q4 time frame..

Okay.

So the pure price part’s 3.5% on this collection disposal business, 3.5% to 4% and then fuel and others another half roughly?.

That’s a fair estimate..

Absolutely that..

Okay.

And then in your guide, the months of loss missed special waste because of weather, just – are you picking it up or are you not assuming you pick it up in the guide, so that’s upside?.

Yes. We’re assuming it’s obviously there in the third quarter because we are seeing that as July is virtually, well, three quarters done, and we’re seeing that. Now we’re not assuming that the incremental, whatever was delayed, occurs. If that does, that is upside.

I mean, there’s always a balance when these projects get delayed, there’s some you gain and some that just doesn’t occur..

Or gets pushed a bit..

Okay. But it’s work that theoretically would happen eventually.

Just so if it happens in the context of 2018, that’s upside to the guidance, is the way to interpret it?.

That’s a correct statement..

Okay.

On price, are you seeing better retention of a price at the certain level? Or are you absolutely raising the level, which is helping drive this? Or is it a combination of both?.

It’s a combination of both..

And is the retention issue being helped by just how good garbage is? There’s so much volume. I did a recent tour to the Northeast and was stopping and seeing transfer stations, and the C&D ones were overflowing. There was no way they were going to clear all that volume in a day, and the MSW ones were struggling, that’s how much volume there was..

Yes. I mean, again, I think to my comments earlier, Michael, this economic – the economic strength that is underlying is benefiting everybody, and everybody’s system’s full. So whether you’re public or private, you don’t have a lot of excess capital laying around in terms of trucks and boxes to go put to work.

I mean, you can get it, and in some cases, you can’t get it because trucks are pushed out so far right now from a lead time standpoint. So you’ve got a very full system and everybody is facing the same cost pressures and labor supply pressures.

And the privates who tend to not be as price focused historically, they’ve typically built their model with more commodity risk in it, and so they are really cost pressured right now, so they too have to push. So you sort of got a secular – cyclical issue and you’ve got some uniqueness around our sector that are causing that to even meet price more..

Okay. And then shifting gears around this labor issue.

Do you think there is any likelihood of successfully either at a state or federal level getting relief on hours of service or the e-log limits that are putting incremental pressure around the model?.

I don’t know about the likelihood of getting relief on that.

As you know, I think, some of the larger players in our sector are pursuing that very heavily right now, have made a very good argument as to our drivers not being over the road drivers, being routed drivers that come home each night, that the logs and these rules were really more intended for unsupervised over-the-road drivers, who are self policing, if you will, over the course of the week and are not getting home each night.

So the arguments are really good. And so I would hope so but we’re not banking any reliance on that.

It would certainly be beneficial to the sector and also, certainly, as a participant in that sector, we would benefit as well because, whether it is the singular day or the cumulative total hour restriction, there are many days, especially during these – the very heavy summer months, both heavy from a volume and heavy from a vacation standpoint, where that is a challenge, where you would typically run routes between 52 and 56 weeks, when you start getting to 10% to 15% of your people on vacation just mathematically, you push to 60- to 70-hour weeks in some cases or 60- to 65-hour week and that’s where this becomes a struggle, that I think we and other participants are facing, particularly in light of such a tight labor market right now..

Okay. Last two for me. Total dollar value of offer letters out to sellers, you talked about four in the quarter first....

As you know, but nice try, 20 years, we still haven’t provided that. But what we will tell you is that, the amount of revenue that dollars are – offers are out on is north of what we’ve closed to date..

Okay. Perfect. And then last one.

New York City has just done two thing around their waste business, the transfer station ruling sort of that equilibrium principal and then since issue of franchising, how does that change your view about staying in the five boroughs?.

Yes. I mean, no change. I mean, this is sort of – number one, both of those were known and have been known for the better part of a year and a half now. As you know, it affected our decision to stay in New York City.

We believe that in a city like New York City, and the way, waste service works in New York City, how complex that city is and large and the difficulty with traffic and service, et cetera, that the franchise system or some model thereof does make a lot of sense relative to the existing system today for a host of reasons.

And we believe that those would be best asset positioning based on other cities of the size that have looked at this like Los Angeles, tend to have a very good opportunity if the city goes to franchising. So you know whether they do or not, we don’t know. We’re neutral. We plan to be there either way.

But if they do go to it, we believe we certainly have a strong asset positioning to be very competitive, however, they got at it. But it certainly does make sense and we understand why they would look to do so..

And our next question comes from the line of Noah Kaye of Oppenheimer. Please proceed..

Thanks for offering the early thoughts on 2019. You talked a lot about lapping the recycling headwinds here. But just wanted to be clear that, that 50 to 75 bp, that assumes kind of flattish recycling price environment.

I guess, a follow-up question on that is, if we get another leg down here off of a potential ban and interested in your thoughts on that.

How significant is that for you? Are we still going to see kind of these 90% type decrementals? Or at a certain point are the decrementals going to get better just because you’re not going to be spending as much on trying to meet practically and feasible contamination standards?.

Yes. Okay. Good questions, Noah. First off, the – we’re not guiding, but just giving early thoughts on 2019, as you said. It does assume that we stay in sort of a flat recycling environment from where we are right now. So that was number one. Number two, if there is another leg down, will we experience that leg down? Yes, like everyone else, we will.

This is just price for a commodity. Of course, if it goes up, we would experience that as well. We’re not really expecting another leg down because I don’t believe anyone is expecting China to come back anytime soon. We are making operating marketing structural decisions as a company and as a sector as if they’re not.

So that is an upside if they were too. But no one is expecting that. So I don’t really believe that, that on its own leads to another significant leg down. And as far as the decrementals, I would expect those to, as we go forward to begin decreasing as a percentage.

And the reason I say that is we and others in the sector are rapidly working to sort of change the economics one customer at a time as we have the opportunity to where we are being paid a processing fee for handling someone’s commodity, of course, the collection fee for collection – collecting them and we’re transferring more of the commodity risk over time to the customer.

So as the sector and as we as a company do that, the decremental, why it comes, it comes more on the customer than it does us. So it should continue to be less as commodities drop more on the future. I don’t mean necessarily over the next 90 days, but as we get into 2019 and beyond..

Yes, that makes ton of sense.

And then just implied by your comments, it’s unclear, are you exporting significant amount of your recycling? I mean, what percent of recycling revenue now is actually going to China?.

Zero or very, very nominal. As you’re aware, there’s just not any loads really going into there. So I’d say zero, tongue in cheek, might be a couple under 5%.

And we’re exporting approximately another 25% of our commodities to various countries up to and including Europe most recently for the first time ever in the second quarter and then the balance, again, about 70% to 75% being domestic now, which is completed – from 12 months ago..

And just on your free cash flow guidance on the use of CapEx. I mean, you would have been at $890 million had you not made the investment decision to spend that $30 million on the E&P.

Can you just remind us how much we should think about that as sort of a revenue run rate? And how much it might contribute to the 2019, early thoughts in terms of total growth.

You’re only going to get part of that, obviously, next year, but just so we have it right in our models for 2019’s impact?.

Yes. Well, what we’re saying is that, that CapEx was dedicated to those E&P facilities. We said that once fully running, they would generate approximately $10 million of EBITDA or approximately $20 million to $25 million revenue.

You’re not going to get all of that in the second half of next year, but certainly, as you come out of the end of the third, beginning of the fourth quarter, it’s reasonable to expect that.

So if you picked a number, I’m using this of $5 million to $10 million of EBITDA contribution in reported 2019, and let’s use $15 million to $20 million of reported revenue, those are probably fair numbers. So that gives you about – on a revenue basis about 30 to 40 basis points of reported growth..

Perfect, thanks so much..

And our next question comes from the line of Chris Murray of AltaCorp Cap. Please proceed..

Yes, thanks guys good morning. Just a couple of quick questions, just – and one clarification.

The first one, and I’m not sure who wants to take this, but when I think about leverage levels, as you guys continue to acquire, part of the discussion’s always been that your leverage ratios are based on, I think, total debt, not net debt, but as that cash comes – gets deployed for M&A, should we be expecting your leverage levels to continue to fall down, especially if you – as you alluded to your pace of acquisitions looks in the second half somewhat like what the first half looks like?.

we came into the year with, I mean, around $400 million to $500 million of cash balances. First off, you’re correct that we do not get a net debt credit, it’s a total debt credit that we have in leverage calculation. So cash sitting on the balance sheet earning a nominal interest rate really isn’t helping you.

So remember, as we put that first $0.5 million to $600 million of cash – $0.5 billion to $600 million of cash at work, we’re getting EBITDA, which is dropping the leverage because the EBITDA you acquired.

When we get to where we’re now utilizing our credit facility, then your leverage will start to climb, knowing the transactions that we’ve had out in front of us, and do have out in front of us over the balance of 2018 and as we look into 2019, I think you will see leverage levels go up, which implies that we will be moving into our credit facility because we will have outspend the cash that we either have on the balance sheet or that we generate in that period of time, so you’ll see leverage start to move back up..

All right.

And you’re still comfortable around that three times kind of normalized leverage rate, that’s a fair thought?.

Yes. I mean, we’re comfortable at above that. We’ve always said that look sort of somewhere in that 2.5x to 2.75x is sort of optimal from a pricing grid standpoint on our bank debt. But we’re comfortable living up to that or north of that..

Okay, great. And then just one quick question on 2019 on CapEx. Just so I’m clear on this, you talked about free cash flow increasing kind of double digits on a per share basis. But just you got $30 million, call it, growth capital allocated for the E&P business right now.

Is there any rollover, like additional growth capital we should be thinking about? And is it still fair to think kind of 10% to 11% as sort of your run rate for CapEx next year?.

Yes. I mean, I think right now we would tell you that 10% to 10.5% on a run rate basis is a fair number to use for our CapEx for next year.

I mean, if there are incremental growth projects that come at the end of next year, like these are, we would, of course, talk about them and adjust the CapEx guidance mid-year through, but as we sit here right now, we’re not aware of incremental projects that we would spend money on in 2019.

Again, crude sits at $100 barrel and we see the Bakken open up that could change things. But again, that’s not baked into guidance, that’s not what we’re expecting. So I think using 10% to 10.5% is a very fair number perhaps..

Yes. Just to add to that, we – our maintenance CapEx has been in that 9.5% range, and as Ron said earlier, system volumes are positive next year and therefore you get up to that 10%, 10.5%..

Alright, thanks guys..

Our next question comes from the line Derek Spronck of RBC. Please proceed..

I know it’s been a long call, so I’ll try to be quick. I just – to clarify on the 3% to 4% acquisition revenue for 2019. It seems that you need to close about $75 million in acquisition revenue in the back half of 2018 to kind of get you there. And you currently have over $175 million currently out there that you’re – potentially you could close.

Is that correct?.

I think both numbers are correct..

Okay. So potentially that 3% to 4% could be higher depending on how the back half of the year closes out. Has there been any change in terms of – it seems like the more opportunities were kind of in the tuck-in, following the acquisitions you made into new markets.

Are you seeing larger acquisition opportunities of size flow through and maybe a little bit more so than you had originally expected in the first part of the year?.

Yes. I mean, I think as we tried to outline on the call today, Derek, we’ve closed three new market entries between $40 million and $60 million each, two of those three, which were fully integrated markets for us. Again, let’s go back, to make sure everybody understands. In our model, a large transaction is $20 million, $30 million, $40 million.

So we start getting to $40 million to $60 million, means that’s a very large stand-alone transaction in our model.

Very large, okay? And so to have done three already this year, that is more than we expected going into this year and yet, there remains similar type transactions in that pipeline on a go-forward basis, which is what gives us some confidence in this.

So yes, I think where there is more activity, there is more deals, again, of size – again, of size being $20 million to $60 million in our model. And for all the reasons, we’ve talked about on prior calls, you’ve got first tax rate change in 30-plus years and the belief that, that could be a window of opportunity.

We could have – we have an election cycle in 1.5 years and who knows what happens there, but that could change things in two years and we could be in a different environment. We got moving interest rate that helps the seller in the redeployment of proceeds, and fixed income type products earn more of the standard of living they were used to.

So that’s helpful. You got a very full economy. They’re now well above where they were coming out of the Great Recession of 2009 to 2012. And you’ve got a capital deployment cycle coming for many. So they got to make a decision to either bite that next capital bullet and does that take me two to three years to get back in value what I put into it.

So you’ve got all these things that are affecting. So I think if you’re looking at selling our company potentially over the next 2, 3, 4 years, you’re probably truncating into this window of now till the end of 2019. I mean, that was what we believed would occur and that’s what we’re seeing happen..

Okay, that great color. Thanks, Ron. And last one for myself. Generally, we’ve been thinking about your cash tax rate around, I believe, 80% of your effective tax rate or 80% to 90%.

Does the asset enhance expensing, does that change that at all? How should we think about that your cash tax rate in 2018 and into 2019?.

We think it stays in this range. There is a benefit from being able to expense the equipment we buy in these acquisitions, and you see that in our guided CFFO being up from our original guidance. So there’s some benefit.

But you have to look at what percentage of the purchase price is actually allocated to equipment to see how much of an impact that is..

Okay. In a little bit more elevated M&A than anticipated might be a net benefit to the cash tax....

That’s incremental benefit. Yes, that’s the right way to....

That’s correct..

That’s why you’re seeing us raise the free cash flow guides by the $30 million increase in CapEx..

Okay. Thanks very much..

Our next question comes from the line of Michael Feniger of Bank of America. Please proceed ..

Just on the M&A discussion. The recycling pressure that you’re seeing an issue, I mean, especially if China goes through with the ban.

I mean, is that also starting to have an impact on M&A conversations, bringing more people to table, change in valuation discussion? I’m just curious if that’s starting to having an impact?.

It is Michael. And this is an arena you got to be very careful in because there is two types – well, there’s three types of companies. There’s those that it’s brought to the table because they’re at their knees and they’ve become virtually worthless because their entire EBITDA was built on commodities.

We’re not too interested in any of those unless we can materially change the model, but we’re seeing a lot of those companies that, again, have built their whole business on commodity values and taken a lot of municipal contracts from a lot of public companies based on undercutting them at the table and taking on commodities and now those companies are really hemorrhaging.

There are companies who have, I’m using this, 5% to 10% of their EBITDA or a hinged in commodities. There are well aware of it and they’re attacking it the same manner that we and others are through price and model changes.

And as long as we can get comfort with what they’re doing in that model, we are going to give them full value for that change in the model. We’re very interested in those companies and are having many discussions with those. And then, of course, there’s companies that just have no commodity exposure because of the niche business that they’re in.

And so, again, we’re – so I would put the companies into three buckets and two of those three buckets, we’re very interested in and 1 we got to be very, very careful with..

Great. And just my last question. I know there was a lot color you guys provided on 2019 with pricing, you guys also discussed costs and what you’re seeing there.

I guess, just if I asked it a different way, the price cost dynamic, is it fair to say that it’s incrementally improving in 2019? Or is it just kind of staying in lockstep as we move to next year?.

Yes. I think we’re seeing it’s really – as we see things right now, Michael, we’re seeing that it’s staying in lockstep. Again, we don’t see the cost pressures abating.

If anything, if the economy continues to stay at the strength it is and there is not immigration reform, meaning improved immigration, you’re going to continue to see the labor markets tighten. So if anything, cost pressures should maybe go up some.

So that’s why, again, we think you have to have next year approaching more closer to that 4% type price to have strong margin expansion. So we’re just really saying it stays in lockstep as we see it right now..

Perfect, thanks guys..

And we have no further questions at this time..

Okay. Well, if there are no further questions, on behalf of our entire management team, we appreciate your listening to and interest in our call today.

Both Worthing and Mary Anne are available today to answer any direct questions that we did not cover, that we’re allowed to answer under Regulation FD, Regulation G and applicable securities laws in Canada. Thank you again. We look forward to speaking with you at our upcoming investor conferences or on our next earnings call..

Ladies and gentlemen, that concludes the conference call for today. We thank you for your participation, and ask that you please disconnect your lines..