Service First. Safety Always. -...
Transcript of Service First. Safety Always. -...
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Disclaimer
The information ("Confidential Information") contained in this presentation is confidential and is provided by Advanced DisposalServices, Inc. (“ADS” or the "Company") confidentially to you solely for your reference and may not be retransmitted or distributed to any other persons for any purpose whatsoever. The Confidential Information is subject to change without notice, its accuracy is not guaranteed, it has not been independently verified and it may not contain all material information concerning the Company. No representations or warranties (express or implied) are made regarding, and no reliance should be placed on, the accuracy or completeness of, or any errors or omissions in, any information or opinions contained herein. None of the Company nor any of its respective directors, officers, employees, stockholders, representatives or affiliates nor any other person accepts any liability (in negligence, or otherwise) whatsoever for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. No reliance may be placed for any purposes whatsoever on the information set forth in this presentation or on its completeness.
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This presentation contains forward-looking statements within the meaning of the U.S. federal securities laws. All statements other than statements of historical facts in this presentation, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects and objectives of management for future operations (including development plans and objectives relating to our activities), are forward-looking statements. Many, but not all, of these statements can be found by looking for words like ‘‘expect,’’ ‘‘anticipate,’’ ‘‘goal,’’ ‘‘project,’’ ‘‘plan,’’ ‘‘believe,’’ ‘‘seek,’’ ‘‘will,’’ ‘‘may,’’ ‘‘forecast,’’ ‘‘estimate,’’ ‘‘intend,’’ ‘‘future’’ and similar words. Statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied inthose forward-looking statements. EBITDA, Adjusted EBITDA, Free Cash Flow (“FCF”) and normalized FCF are non-GAAP measures and, when analyzing our operating performance, investors should not consider these measures in isolation or as substitutes for net income, cash flows from operating activities or other statement of operations or cash flow statement dataprepared in accordance with GAAP. Our calculations of EBITDA, Adjusted EBITDA, FCF and normalized FCF are not necessarily comparable to those of similarly titled measures provided by other companies.
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Today’s presenters
❖ CFO of ADS and predecessor entities since 2006; CAO from 2001 – 2006
❖ Over 16 years of corporate finance experience in the waste services industry
❖ CFO of Town Star Food Stores and Senior Consultant with CFO Services
❖ Certified Public Accountant
❖ CEO since July 1, 2014
❖ Over 28 years of experience in the waste services industry
❖ Served as President since 2012, President and CEO of Veolia Environmental Services North
America from 2009 to 2012 and President and CEO of Veolia ES Solid Waste from 2007 to 2009
❖ Prior to joining Veolia, spent 12 years with Waste Management in various leadership positionsRichard Burke Chief Executive Officer
Steven CarnChief Financial Officer
Leadership Team Driving Value Creation
Maximized
economies of
scale
Strengthened
operations and
re-shaped
portfolio
Refocused
corporate
structure
Selectively
expanded
through
acquisition
Successfully
pursued
exclusive
municipal
contracts
Optimized
operations
support
stability of
performance
CPPIB
investment to
facilitate
deleveraging
Executed
IPO, debt
refinancing and
secondary
offering
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A leading provider of solid waste collection & disposal services
Overview
❖ Leading integrated provider of non-hazardous solid waste
collection, transfer, recycling and disposal services
❖ Extensive network of vertically integrated and strategically
located assets
❖ Focused on serving customers in secondary markets or under
exclusive municipal arrangements
❖ LTM 09/30/2017 revenue of $1.5 billion and adjusted EBITDA of
$417 million
Collection Services
92 Collection Operations
❖ 2.8M residential customers
❖ Over 800 exclusive
municipal contracts
❖ Over 200K C&I customers
73 Transfer Stations
Transfer Stations
40 Landfills
Landfill Services
22 Recycling Facilities
Recycling Facilities
❖ Over 3,000 vehicle fleet
❖ 5.0M tons of waste
handled annually
❖ ~550K tons of recyclables
collected annually
❖ ~165K tons of recyclables
processed annually
❖ 15.7M tons disposed of
annually
❖ 64% internalization rate
Note: See appendix for full reconciliation of Adjusted EBITDA
(a) Primary market revenue includes revenue from the following four markets (excluding revenue from exclusive municipal contracts): Atlanta, Chicago, Detroit and Philadelphia
LTM 9/30/2017 Revenue
Revenue by Source Revenue by Category(a)
Primary market revenue
20%
Exclusive municipal and
secondary market revenue
80%
Residential28%
Commercial27%
Rolloff19%
Transfer / Landfill
19%
Commodity Sales2%
Landfill Gas1%
Other4%
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ADS has delivered on its promises made at IPO
Accomplishments
❖ Pursue disciplined strategy of accretive
tuck-in growth and acquisitions of high
margin assets that align with market
selection strategy
❖ Completed 12 tuck-ins during first nine months of 2017
❖ Closed acquisition of CGS Services in Q1 2017
+$25 million incremental revenue for 2017
Expanded with vertically integrated network into
new Central and Eastern Indiana markets
❖ Secure additional exclusive municipal
contracts and develop vertically integrated
operations
❖ Net new municipal contract revenue growth since IPO
❖ Won Polk County, Florida contract with over 60,000
homes strengthening presence in Central Florida
❖ Tuck-in acquisition in Polk jumpstarts Commercial and
Industrial business
❖ Focus on prudent cost management and
pricing discipline to drive profit
maximization
❖ 1.9% average yield for last eight quarters
40bps over CPI-U growth(a)
❖ Optimize balance sheet to reduce interest
expense and minimize weighted average
cost of capital (WACC)
❖ Refinanced existing indebtedness at improved pricing
Term Loan B pricing 75 bps to L+225bps since
IPO
Sr. Unsecured Notes pricing 263 bps to 5.625%
❖ Corporate ratings upgrades to B2 / BB- since IPO
❖ Commitment to deleveraging
❖ Targeting long-term leverage of
3.25x – 4.25x
❖ Post IPO and debt refinancing leverage of 4.9x
reduced to 4.6x
$20 million Term Loan B prepayment in
December 2016
Delevered an additional 20bps YTD 2017 to 4.6x
Balance Sheet
Efficiency
Acquisition Growth
Municipal Contract
Wins
Pricing Discipline
Deleveraging
Commitment Made Results Delivered
(a) CPI-U stands for Consumer Price Index for All Urban Consumers; represents the average year-over-year change in quarterly CPI-U, and quarterly CPI-U is calculated as
the average of the underlying monthly CPI-U
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Continued focus on corporate governance
Appointment of Independent Directors
❖ A majority of the Board of Directors and all committees are now comprised of independent directors
❖ Since IPO, three independent directors have been appointed to the Board
May 2, 2017 – Tanuja Dehne joined the Board and chairs the Compensation Committee
June 16, 2017 – E. Renae Conley elected to the Board and serves on the Compensation Committee and Nominating and Corporate Governance
Committee
October 3, 2017 – Michael J. Hoffman joined the Board and chairs the Nominating and Corporate Governance Committee and serves as a
member of the Audit Committee
Sponsor Shareholding Evolution
❖ Highstar has the right to nominate a
number of designees to the Board equal
to the percentage of common stock
owned
❖ Highstar currently has 3 board seats,
which will drop to 2 seats post the block
trade and then to 1 seat once their
ownership falls below 20%
❖ BTG’s Board designee left the Board on
10/31/17 and BTG will have no further
board representation
❖ Highstar and BTG's lockup from the May 2017 secondary offering expired on August 15, 2017. They closed on a block trade on November 21, 2017
63.7
50.1
31.7 24.8
7.0
5.5
0.9
70.7
55.6
32.6
24.8
0.0
20.0
40.0
60.0
80.0
Pre-IPO Post-IPO 6/30/17 Post-FTFO 11/21/17 Post-Block
(% o
f T
ota
l O
wn
ers
hip
)
Highstar BTG
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Market selection creating
competitive and
differentiated business
model driving growth
Strategic network of
vertically integrated
disposal assets
providing scale, scope
and diversity
Strong core revenue
growth and increasing
profitability allow for free
cash flow expansion and
continuous de-
leveraging
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Operating efficiency
gains, acquisitions and
pricing driving margin
and free cash flow
enhancement
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Why is ADS an attractive investment opportunity?
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3
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ADS owned landfill – first priority
❖ Enables vertical integration in any market
❖ Pursue opportunities in primary markets where we own a landfill
Atlanta, Chicago, Philadelphia, Detroit
Disposal neutral – second priority
❖ Opportunity for highly profitable operations
Efficient collection operations
Limited capital requirement
Opportunities for price initiatives
Ability to maintain high quality, strategically located infrastructure
Competitive Market
Exclusive Secondary Primary
Dis
po
salM
ark
et
ADS
Owned
Landfills
Disposal
Neutral
Competitor
Owned
Market selection creating competitive and differentiated business model driving growth
Not a PriorityHigh Priority ADS Core Focus
Strong competitive position
Enhanced customer retention
Disciplined price environment
Focus on vertical integration in exclusive and secondary markets(a)
Primary market revenue
20%
Exclusive municipal and
secondary market revenue
80%
(a) Primary market revenue includes revenue from the following four markets (excluding revenue from exclusive municipal contracts): Atlanta, Chicago, Detroit and
Philadelphia
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Strategic network of vertically integrated disposal assets providing scale, scope and diversity
(a) As of September 30, 2017
(b) Average of 38 years of aggregate remaining permitable and deemed permitable life among active landfills
(c) Shaded states reflect continuing operations only. Percentages by region represent % of LTM 9/30/2017 revenue
(d) Based on LTM 9/30/2017 revenue
Landfills
Transfer
stations
Complementary network of landfills & transfer stations(a)
❖ Extend reach of landfill service area
❖ Highly complementary to landfills, enhancing competitive advantage
❖ Foundation of vertically integrated operations
❖ Most profitable component of the waste services value chain
❖ Establish a highly defensible market position
❖ Average landfill expected life of 38 years(b) with 34% capacity utilization
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ME
Corporate Headquarters
Regional Headquarters
Hauling/Collection
Landfills
Recycling
Transfer Stations not listed
MN
IA
MO
AR
LA
MS
AL
TN
IL
WI
MI
IN
KY
SC
NC
VAWV
OH
PA
NJMD DE
NY
VT
MA
CT RI
GA
NH
FL
Balanced geographic revenue base(c)
Revenue diversification by source(d)
Collection
❖ Large diverse customer base with largest customer represents less than 2% of revenue(d)
❖ Over 800 municipal contracts representing approximately 2.8 million residential customers
Terms of 3-10 years or longer with Renewal rate of approximately 80%
❖ Over 200,000 commercial & industrial contracts
Rolling contracts that are typically 5 years in duration
Strong relationship with C&I customers
East25%
South37%
Midwest38%
Residential28%
Commercial27%
Rolloff19%
Transfer / Landfill
19%
Commodity Sales2%
Landfill Gas1%
Other4%
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1.5%
1.9%
0.0%
0.4%
0.8%
1.2%
1.6%
2.0%
2.4%
Avg. over past 8 quarters
Avg. CPI-U growth Avg. yield
40 bps
Operating efficiency gains, acquisitions and pricing driving margin and free cash flow enhancement
(a) CPI-U stands for Consumer Price Index for All Urban Consumers; represents the average year-over-year change in quarterly CPI-U, and quarterly CPI-U is calculated as
the average of the underlying monthly CPI-U
(b) Average yield represents the average of eight quarters, Q4 2015 to Q3 2017
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Fleet automation (residential)CNG conversion Other initiativesSafety initiatives
❖ Workforce training
❖ Risk management and
auditing
❖ Drive cam
❖ Snapshots
❖ Sales productivity and
pricing effectiveness
❖ Driver productivity and
route optimization
❖ Maintenance efficiency
❖ Effective purchasing
Growth from acquisitions
Number of
acquisitions:
Average yield
5%
18%
0%
5%
10%
15%
20%
25%
12/31/2013 09/30/2017
(% o
f colle
ctio
n r
oute
s) 43%
55%
0%
10%
20%
30%
40%
50%
60%
12/31/2013 09/30/2017
(% o
f fle
et auto
mate
d)
8 12 8 13
$10 $50 $5 $112Acquisition
spend:
1.3% 1.2%
1.8%
3.4%
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
2014 2015 2016 YTD 09/30/2017
Avera
ge g
row
th
(a) (b)
12
$69
$115
YE 12/31/2013 LTM 9/30/2017
$46 million
Strong core revenue growth and increasing profitability allow for free cash flow expansion and continuous de-leveraging
Revenue Growth
+260 bps
% of sales5.2% 7.8%
Normalized FCF growth
Adjusted EBITDA
% EBITDA
margin
+90 bps
27.4% 28.3%
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Leverage(a)
$1,319
$1,475
YE 12/31/2013 LTM 9/30/2017
$361
$417
YE 12/31/2013 LTM 9/30/2017
6.3
4.6
YE 12/31/2013 LTM 9/30/2017
Note: See appendix for full reconciliation of Adjusted EBITDA and Normalized Free Cash Flow
(a) Leverage consistent with debt covenant compliance calculations and gives affect to pro-forma adjustments
1.7x
% FCF
margin
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– Capital spend controls
– Prudent capital allocation
– Increase EBITDA
– Manage Capex
– Reduce DSO(a)
– Increase DPO(b)
– Balance Sheet efficiency
– Interest savings
– Operating leverage and
increased route density
– Cost controls and
efficiencies
– Leverage SG&A
– Organic price and volume
growth
– Accretive tuck-in
acquisitions
– New residential municipal
contract awards
Revenue growth
EBITDA margin
Return on invested capital
Free cash flow
Leverage
Financial policy
(a) DSO: Days Sales Outstanding
(b) DPO: Days Payable Outstanding
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Financial profile
Revenue
Adj. EBITDA
Adj. EBITDA
minus Capex(a)
Metric Summary financials ($mm)Commentary
Note: See appendix for full reconciliation of Adjusted EBITDA
(a) Capex for YE 2013, YE 2014,YE 2015, YE 2016, and LTM 09/30/2017 of $158 million, $166 million, $177 million, $171 million, and $175 million, respectively
❖ Historic revenue driven primarily by:
Increase in collection volume driven by new residential
contracts, commercial growth and increased roll off activity
Increase in landfill volume driven by special waste, MSW, and
C&D
Favorable pricing gains and increased environmental fee
revenue
❖ 2015 and 2016 revenue reflects strategic divestitures, customer
rationalization of low margin business, lower shale volume, and fuel
fees and recycling price headwinds
❖ Flexible, highly-scalable cost structure
❖ Strong EBITDA growth:
Economies of scale
Divestiture of low margin businesses / acquisitions of high
margin assets
Vertically integrated operations
❖ 90 bps margin headwind 2017 – extraordinary non recurring costs
❖ Unlevered FCF growth driven by:
Organic growth
Operating leverage
Full year impact of acquisitions
FY 2017 impacted by extraordinary costs
$1,319
$1,403 $1,396 $1,405
$1,475 $1,506
2013 2014 2015 2016 LTM09/30/2017
2017
$361 $379
$400 $411 $417 $418
27.4% 27.0%
28.6% 29.3%
28.3% 27.8%
2013 2014 2015 2016 LTM09/30/2017
2017
$203
$213
$223
$240 $242
$232
15.4% 15.2%
15.9%
17.1%
16.4%
15.4%
2013 2014 2015 2016 LTM09/30/2017
2017
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YTD 2017 performance
YTD 09/30 Revenue Selected commentary
YTD 09/30 EBITDA and Margin
YTD 09/30 Normalized FCF and % Sales
$1,053
$1,123
$900
$975
$1,050
$1,125
$1,200
YTD 09/30/2016 YTD 09/30/2017
(mill
ion)
$303
$309
28.8% 27.5%
20.0%
24.0%
28.0%
32.0%
36.0%
$280
$290
$300
$310
$320
YTD 09/30/2016 YTD 09/30/2017
(marg
in)
(mill
ion)
$91
$112
8.6%
9.9%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
$60
$75
$90
$105
$120
YTD 09/30/2016 YTD 09/30/2017
(marg
in)(m
illio
n)
❖ Revenue growth of 6.7% year-to-date driven by acquisition, volume
and pricing growth
Average yield of 1.4% moderated by tough prior year comps but
offset by volume growth turning positive impacted by strong
disposal volume and positive commercial and roll off activity
❖ Adjusted EBITDA growth of 1.9% year-to-date
Gains from organic and acquisition growth moderated by near-
term headwinds from fuel, healthcare costs, leachate and
sulfate treatment costs and storm and start-up costs
❖ Strong normalized FCF growth year-to-date
Adjusted EBITDA growth coupled with interest savings driving
improvements
Slight headwind from growth capex to support acquisitions and
new muni contract wins
Focused on long-term FCF generation
Note: See appendix for full reconciliation of Adjusted EBITDA and Normalized Free Cash Flow
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8.7% 10.4% 8.6% 8.5%
2.5%
1.1%
1.5% 1.7%
0.6%
1.2%
2.1% 1.7%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
2014 2015 2016 LTM 09/30/2017
% o
f re
ve
nu
e
Replacement Growth Infrastructure
$166
$177
$171 $175
($ in millions)
Investing for the future
Capital expenditure by asset class(a)
(a) 2014 excludes the impact of land purchased for future airspace of $8.8 million at one landfill and capital related to the start of a major municipal contract of $21.6 million.
2015 excludes the impact of land purchased for future landfill airspace of $2.4 million, 2017 excludes the impact of land purchased for future landfill airspace of $3.1 million
and capital expenditures related to a municipal contract of $8.7 million
(b) Peers include: Republic Services, Waste Management, Waste Connections and Progressive Waste. 2016 exclude Progressive Waste due to Waste Connections merger
ADS
% of sales
Capital expenditure by purpose(a)
11.8% 12.7% 12.2%
Peer avg.
% of sales(b)10.6% 11.1% 10.0%
11.9%
4.1% 4.3% 4.1% 4.2%
4.1%
5.1%5.0% 4.9%
2.3%
1.9%1.7% 1.8%
1.3%
1.4%1.4% 1.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
2014 2015 2016 LTM 09/30/2017
% o
f re
ve
nu
e
Trucks Cell construction and landfill infrastructure Containers Others
$166
$177
$171 $175
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ADS Highlights
Differentiated business model driving growth
Financial discipline
Strong asset base in attractive markets
Proven growth strategy and execution
Continued focus on operating efficiency
Commitment to shareholder value creation
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Adjustments to EBITDA
Adjusted EBITDA reconciliation
28.8% 29.4%
($ in millions)2013 2014 2015 2016 LTM 09/30/2017
Net Income (loss) ($117.8) ($17.1) ($33.6) ($30.4) ($23.8)
Loss (income) from discontinued operations, net (22.5) (0.3) - - -
Income tax benefit (45.4) (80.6) (19.4) (25.7) (24.2)
Interest expense 163.1 141.5 138.0 130.2 97.2
D&A 278.9 271.4 259.1 246.9 255.3
Loss on debt extinguishment and modifications - - - 64.7 64.7
Accretion on landfill retirement obligations 13.7 13.5 13.1 13.0 14.3
Accretion on loss contracts and other long-term liabilities 0.4 0.9 0.8 0.4 0.3
EBITDA from Continuing Operations $315.4 $329.3 $358.0 $399.1 $383.8
Acquisition and development costs 1.2 0.1 1.4 0.7 1.9
Stock based compensation 4.6 2.1 3.1 5.5 9.4
Loss on sale of assets and asset impairments 5.5 6.5 21.6 1.8 11.7
Restructuring charges 10.0 4.6 - 0.8 3.4
Unrealized (gain) loss on derivative instruments - 27.3 (11.1) (18.5) (6.3)
Realized loss (gain) on fuel derivative instruments (1.1) 1.9 26.4 14.9 4.5
Gain on redemption of security - - (2.5) - -
Rebranding and integration costs 25.8 7.1 - - -
(Earnings) losses in equity investee, net (0.3) (0.1) 0.3 (0.3) 0.2
Write-off of share issuance & other capital market costs and other - - 2.8 7.1 0.6
Greentree expense, net of estimated insurance recoveries - - - - 7.8
Adjusted EBITDA $361.1 $378.8 $400.0 $411.1 $417.0
21
Normalized free cash flow reconciliation
2013 2014 2015 2016 LTM 09/30/2017
Net Cash Provided by Operating Activities $180.3 $243.2 $244.5 $237.0 $292.7
Purchases of Property and Equipment(a) (158.1) (166.0) (177.3) (171.0) (175.5)
Proceeds from the Sale of Property and Equipment 3.4 3.0 2.6 3.3 2.9
Free Cash Flow $25.6 $80.2 $69.8 $69.3 $120.1
Net Assumption of Long-term Care and Closure - - - - (22.0)
Restructuring Payments 44.4 9.9 3.2 2.1 0.8
Payments to Retired Executives - - - - 6.2
Greentree Costs - - - - 4.7
Capital Market Costs - - 2.7 7.7 0.7
Realized Loss on Derivatives (1.1) 1.9 26.4 14.9 4.5
Adjusted Free Cash $68.9 $92.0 $102.1 $94.0 $115.0
Adjusted Free Cash % margin 5.2% 6.6% 7.3% 6.7% 7.7%
(a) 2016: Excludes the impact of land purchased for future airspace of $3.1M and the purchase of a facility related to a municipal contract of $8.7M
2015: Excludes the impact of land purchased for future landfill airspace of $2.4M