Greetings, and welcome to the Waste Connections’ Third Quarter 2020 Earnings Conference Call. During the presentation all participants will be in a listen-only mode. Afterwards we will conduct a question and answer session. [Operator Instructions] As a reminder, this conference is being recorded, Thursday, October 29, 2020. I would now like to turn the conference over to Worthing Jackman, President and CEO. Please go ahead.

Great. Thank you, operator, and good morning. I would like to welcome everyone to this conference call to discuss our third quarter results, and our outlook for Q4 and to provide some early thoughts for 2021. I'm joined this morning, safely distanced by Mary Anne Whitney, our CFO. As noted in our earnings release, sequential improvement in solid waste volumes and increased recovered commodity values drove better than expected results in the third quarter and provide incremental momentum going forward. We believe our strong operating results, financial performance and frontline support continue to differentiate Waste Connections during this year’s unprecedented health economic and social challenges. Higher margin flow through from improving revenues during the quarter provided better than expected adjusted EBITDA margin and adjusted free cash flow generation. Adjusted EBITDA as a percentage of revenue in the period was approximately 40 basis points above our outlook in spite of 30 basis points higher than expected discretionary frontline and incentive compensation costs impacting the quarter, which resulted from our more than $35 million commitment in incremental costs, primarily directed discretionary supplemental pay for frontline employees. Solid waste margins expanded by almost 200 basis points compared to the year ago period, with collection transfer of disposal accounting for 80% of that increase. Moreover year-to-date adjusted free cash flow of $778 million or 19.2% of revenue increased year-over-year putting us firmly on track to exceed the adjusted free cash flow outlook for the full-year that we communicated in August and positioning us for double-digit growth and adjusted free cash flow in 2021. Before we get into much more detail, let me turn the call over to Mary Anne for our forward-looking disclaimer and other housekeeping items.

Thank you, Worthing, 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 Security Laws. Actual results could differ materially 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 included in our October 28th earnings release and in greater detail in Waste Connections filings for the U.S. Securities and Exchange Commission and the Security Commissions 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 event. On the call, we will discuss non-GAAP measures such as adjusted EBITDA, adjusted net income, attributable to Waster Connections on both the dollar basis and per diluted share, and adjusted free cash flow. Please refer to our earnings releases for reconciliation of such non-GAAP measures to the most comparable GAAP measures. Management uses certain non-GAAP measures to evaluate and monitor the ongoing financial performance of our operations. Other companies may calculate these non-GAAP measures differently. I will now turn the call back over to Worthing.

Thank you, Mary Anne. We are extremely pleased by our performance in the third quarter. As our results reflect both resilience of our solid waste business and the accountability of our over 18,000 employees who have stepped up during such a challenging year. Better than expected 390 basis points, sequential solid waste volume improvement in Q3 as compared to Q2 drove strong results in the period. The rates of recovery in solid waste revenue largely reflect the extent to which the reopening process has affected economic activity levels following slowdowns, due to the closure restrictions or requirements in effect since the onset of the COVID-19 pandemic. The shape and the pace of recovery of lost revenue continues to vary by geography, market size and customer mix. The volume improvement we saw in Q3 was most pronounced in regions, which had experienced the greatest impacts from COVID, with Canada showing 750 basis points sequential improvement and our Eastern region, which includes the Northeast U.S. up approximately 600 basis points sequentially. In the aggregate through Q3, about 68% of Solid Waste commercial customers and 57% of associated revenue in competitive markets we track that had suspended or reduced service and reached out for the resumption of service or increase in frequency, up from 53% and 42% respectively at the end of Q2. Not surprisingly, the most impacted regions accounted for the majority of the Q3 increase as the less effective markets had already led the commercial revenue recovery we saw in Q2, and the rate of growth in those markets has sent slowed in many cases, hitting a near-term plateau in a range of 60% to 65% revenue recovery levels. While the shape and pace of recovery may vary by region and market, our focus on quality of revenue and cost control…

Thank you, Worthing. In the third quarter, revenue was $1.39 billion or about $20 million above our outlook on better-than-expected solid waste volumes during the period and higher recovered commodity values. Revenue on a reported basis was down $22 million or 1.6% year-over-year, on E&P waste activity, down $43 million year-over-year. Acquisitions completed since the year ago period contributed about $47.1 million of revenue in the quarter or about $44.2 million net of divestitures. Solid waste price plus volume growth on a same-store basis in Q3 was negative 2%, reflecting an improvement of 330 basis points from Q2 and ranging from positive 2.6% in our mostly exclusive West Coast markets to negative 4.5% to 5% in our most COVID impacted Eastern and Canada regions. Pricing growth overall in Q3 was 3.7%, including core price of 4.1%, partially offset by a 40 basis point reduction in surcharges. Pricing range from 2.6% in our more exclusive markets in the western region to an average of over 4% in our more competitive regions. Solid waste volume growth in Q3 was down 5.7%, ranging from flat volumes in our Western region to down approximately 9% in our most Canada. As we have noted, our volumes largely reflect the pace and shape of shutdown and reopening activity across our markets, which varies and depends on geography, size, customer mix in each market. Looking at year-over-year results in the periods on a same-store basis, we saw sequential improvement in Q3 from Q2 in solid waste in every line of business. Commercial collection revenue, which was down 7.6% in Q2, improved by over 500 basis points to down approximately 2.5% in Q3. Excluding the most impacted markets in the Northeast and Canada, commercial collection revenue was up about 30 basis points year-over-year. Roll off revenue decreased approximately…

Thank you, Mary Anne. Again, we are extremely pleased with our year-to-date performance, particularly given the challenge of projecting the business and managing through COVID driven uncertainties, which have been amplified by the headwinds of high-margin decrementals from lower E&P waste activity and negative solid waste volumes. In spite of it all, we have continually raised the bar and consistently beaten our expectations. Our Q3 results and Q4 outlook would put us about $60 million of revenue, $25 million in adjusted EBITDA and 20 basis points in adjusted EBITDA margin above the full year outlook we provided in August. Without the benefit of expected incremental acquisition contribution and with strong free cash flow conversion. In this evolving environment, our employees have remained focused on controlling what they can with an uncompromising commitment to protecting the health and safety of their colleagues, providing the highest level of customer service and supporting the communities we have privilege to serve. I would like to reiterate how incredibly proud I am of the way our team has supported our frontline and their families, and delivered on their commitments to drive these results. We have always maintained that at Waste Connections, it is our people who are our greatest differentiator, and this year has made that all the more important and apparent. As we look ahead, we expect to emerge from this challenging ahead, we expect to emerge from this challenging ahead, we expect to emerge from this challenging period better positioned financially with tremendous period better positioned financially with tremendous flexibility with respect to capital allocation. And operationally, with higher operating leverage and solid waste and both safety-related incidents and voluntary turnover levels already achieving multiyear lows. We expect to expand reported margins in 2021 and capitalize on additional growth opportunities. Moreover, given the…

[Operator Instructions] And our first question comes from the line of Tyler Brown with Raymond James.

Worthing, thanks for the details about the recovery. It feels like things are kind of on track here. And I appreciate that 68% of the paused commercial customers have returned. And maybe you guys gave this figure a couple of quarters ago, but what percent of the commercial book is that applicable to? And at this point, based on the intelligence that you have, how do you feel about that last 30%? Is it structurally gone or do you still feel like some of that will come back?

Yes. So Tyler, a good question. So where we track it, obviously, where we have a sales force that we can track account-by-account and account-by-account recovery and the payouts for that. That probably accounts for about 80% of our commercial business because obviously, in markets where we have franchises, we do not have sales people. We have 100% of the business. And so that accounts for about 80% or so of the commercial activity. Look, it is hard to say with regards to those that have not returned yet. We definitely assume that there is some permanently closed shops, right? And it is hard to see, hard to anticipate or project that those shops reopening and returning. So if this is a new jumping off point, perhaps there is incremental positive volume growth next year, get through another stimulus plan, those shops try to get recharged and reopened. But without a doubt, there will be casualties in small business as a result of the pandemic and we are not going to sit here and project a percentage recovery in that because to your point, I think some of that is permanently gone.

And Tyler, just to follow-up on that. I would say that we continue to believe that customer cancellation statistics aren't a good barometer because we continue to not see a material difference year-over-year. And therefore to Worthing's point, we know that there are cancellations coming.

Okay. Yes. No, that is very helpful. And then, Mary Anne, so obviously, margins were very good this quarter, particularly at the core level. And I think you mentioned it right at the tail end. I just want to make sure it is clear. So in Q3, health care was actually a tailwind. We didn't see that actually shift over to a headwind, but you are expecting it as a headwind, presumably in Q4 and then probably into 2021?

Yes, Tyler. That is a fair way to characterize it. We had talked about the fact that in Q2, it was a nice tailwind. And we said that we expected that as people started getting out more, this would be one of those costs that went away as a result of shutdowns, right? So it impacted behavior, and we thought that, that would behavior would begin to normalize over time. And what I would say is Q3 versus Q2, some of those costs came back, but it continued to be a tailwind. And yes, specifically, I mentioned that if you are thinking about sequentially, why is the underlying margin expansion is solid waste in our projection, our outlook for Q4 less than Q3. That would be an example of what we are factoring in. To the extent that we are wrong and it doesn't come back as much as we thought, it would continue to be a tailwind in Q4.

Okay. Okay. And then - so this is a conceptual question. You guys talked about it a little bit. 2020 has been very bizarre on many fronts. I think we could all agree on that. But particularly with all of the movement in costs, you guys talked about expanding solid waste margins. So that in 2021, despite all of the idiosyncratic things, travel, right? Health care, things like COVID, supplemental comp, kind of maybe easing. But is there any way to kind of just frame for us what we are kind of thinking next year from a solid waste margin perspective? Is that a 50 basis points? Or just any just high-level thoughts there?

Yes. Good question because we were clear in our script that we expect reported margins to expand next year. And to the extent that E&P just remains flat year-over-year or it remains at current run rates even, I mean, that obviously provides or could provide a 40 or a 50 basis point headwind to reported margins next year. And so for us to say that reported margins are expanding, to your point, it means the solid waste margins are expected to expand north of 50 basis points next year.

Okay. Okay. Very helpful. And then just last quick modeling question. So Mary Anne, just based on the deals signed or closed, just from a modeling perspective right now based on everything, how much acquired revenue should we think about in 2021?

Sure. So if you think about $995 million in 2021 and the cadence being kind of quarter 30:30, 15:15 is a fair way or 2015 is a fair way to think about it.

And then Tyler, there will be some additional things likely to get done this year that we had a pre to that as we give full guidance in February.

And our next question comes from the line of Kyle White with Deutsche Bank. I'm sorry, sir, we are unable to hear you. We will move on to the next question. And our next question comes from the line of Jeff Goldstein with Morgan Stanley.

I'm going to ask the question. I just want to ask a recovery question a little different. So just looking at the pace here, volumes were down 5.7% a quarter, which is better than you thought, but also in-line with - I know when you had disclosed in July, basically implying trends have been flat. And then now your guidance for 4Q is a similar number. So I guess just kind of bigger picture, do we need a vaccine? Are you looking for additional maybe stimulus post election? Just like what do we need here really to get volumes moving towards flat again?

Yes. Well, again, I think at the anniversary-ing, as we have said all along of the pandemic, right? I mean, the pandemic started hitting numbers in middle of March. And so once we get through Q1, and we fully anniversary the effects of the pandemic volume to start turning positive in Q2. That is not dependent on a vaccine. That is not dependent on a stimulus. That is just math because if you look at the rate of recovery since the lows of Q2, our revenue run rate and every metric is much stronger than what was reported in Q2 of this year. And so just running flat to the current levels of activity produces positive volumes beginning in Q2. Now to the extent that the economy reopens because of a vaccine or because of stimulus plan that provides some juice to the activity, then that is just further improvements in reported volumes in that year. And then I could say it was more insightful to that, but it is math.

No, I appreciate it. And then I was just hoping for some more color on the temporary roll off side, especially around housing. And if that at all has impacted the improvement down 8%. I think it was about 500 basis points acceleration, just given what we are seeing kind of in the strength of the housing market and what we are hearing around continued supply constraint there. Are you seeing any type of benefit? Do you think it could continue? Just what are you seeing on temporary rollout, really?

Sure. So to your point, we did see nice sequential improvement in roll off. I would say that certainly at the housing can be a factor on that. There is also just the reopening. And I look at, for instance, where that sequential improvement was strong and it was in Canada, by way of example, where the holistic shutdown of economies and there was arguably some pent-up demand when they turn things back on, and we saw construction products that had been put on hold get restarted. And so I would say that was as much a factor, if not more than, for instance, the housing number is getting a little better. I would say the other thing that stands out is I just think, in general, the best volumes we continue to see are on the West Coast, where I would say that over the past few quarters, we have seen that, that return of housing did help those numbers. So it is a factor, but it is one of a few different factors that I think are driving that sequential improvement.

It is -- I know it feels like this has been a dog year with regards to remembering things. But recall when the shutdowns happened in Q2, not every state or shut downs construction as well, right? Washington, for instance, was a state that shut down construction as part of the pandemic. And so you saw a great large snapback in Q3, sequentially Q2 to Q3 in Washington. Canada the same way. We look in Ontario or Québec especially, which shut down construction activity as part of the closures. And to Mary Anne's point, as those reopens, obviously, you have a snapback sequential improvement, Q2 to Q3 in that area as well.

And our next question comes from the line of Sean Eastman with Eastman with KeyBanc. KeyBanc.

This is Hamza Jaffer speaking for Sean Eastman. I just wanted to turn the question over to volumes. So last quarter, we talked about a monthly volume trend. I was just curious if you could give us more color on September. And we have seen this de urbanization trend this year, but it remains to be seen. I was just curious if you could think Waste Connections have been benefiting from this dynamic with such a significant amount of volume-driven by secondary markets and whether you think this could be a nice tailwind for the business in the coming years?

Well, first in the secondary markets, as we laid out in the script, a lot of those markets were not as fully impacted in COVID, and were kind of early to recover most of what they had lost in Q2, and that was a big contributor to Q2's uplift. We still continue to see volume strength in those marketplaces. And in many of those markets, we expect positive volume potentially in Q4. And so while most of those reflected that flat volume year-over-year in Q3, that continued momentum could turn positive in Q4. With regards to the current trends, again, as we laid out in our outlook that we still expect volume declines to be about 6%, we are probably running a little bit better than that as we sit here today. But as Mary Anne pointed out, it is important to stay cautious as you look ahead given winter season that we are entering into. And so obviously, if the trends that we see right now continue through the balance of the quarter, we should set ourselves up for a nice repeat on the top line with regards to revenue reported versus expectations.

Got it. And then just level setting on the M&A environment. Clearly, the election and policy is a big variable. So just as we look out into 2021, 2022, what are the primary watch points there in terms of whether we see greater or less than normal acquisition activity for Waste Connections?

Sure. If you look at this year, I mean, look, in spite of pandemic, this will be an above-average year in total revenue activity for us. And what I would call an average year or a typical year with regards to the number of transactions, I mean the year we will get probably three or four transactions done in that $25 million to $40 million range. We will probably get a dozen or more tuck-ins done as well. So to be doing kind of 16 to 20 or so transactions, I would call it a typical year, which is, again, remarkable given the backdrop that we were in. I would say that as a set up because we have also said a lot of our transactions are kind of lean transition driven. And those will continue to influence the sale of companies in 2021 and beyond. Obviously, exhaustion can also lead to folks desire to sell. I mean, it was tougher running a business before the pandemic given many constraints in the pandemics made that even more magnified for many operators. So exhaustion can also lead to that. Obviously, tax-driven transactions as well. That is driven some people to come off the sidelines this year and get some things done. And to the extent that the tax dialogue in 2021, if tax law changes in 2021, is it retroactive or not, like in the Trump period in the first two years to get tax reform in place. So do they get it done in 2022, which might let people to get deals done in 2021, it is uncertain. But look, what drives our typical transactions with second, third to fourth generation type businesses is lineage transition and in fact M&A activity to continue beyond this year.

Congratulations on the excellent quarter.

And our next question comes from the line of Mark with Scotia Bank.

First, great quarter, and generally, great job minting through the pandemic. So good on you. Maybe just go back to the recovery. I apologize if you touched on some of these points, but I guess just from a high level, I'm just curious, in the markets that were sort of first to open, are you still seeing sort of month-over-month, week-over-week sort of sequential improvements in the volume recovery? Or is there certain markets where you are sort of finally sort of hitting a ceiling? And then I guess a similar type question to the markets that are slower to open or reclosing like here in Montreal. I'm just sort of curious sort of how not much of specifics internally, how much sort of room upwards every foray sort of get to sort of more online sort of to where the other markets may be?

Sure. So happy to cover that, Mark. So what we said was that in the aggregate, the recovery of revenue in the commercial markets we track is about 57%. And I would break that into the ones that you described, had come back more quickly and were less impacted. So the less impacted markets are in the low to mid-60s, about between 60% and 65% recovered as contrasted with what we would describe as the more impact in Canada, the Northeast U.S. impact in Canada, the Northeast U.S. are in the low 50s. So that is the delta we are seeing that remains between those two buckets, if you will, and to your question about the rate of recovery, we have absolutely seen that slowdown in those less impacted markets. And that is Worthing described in his remarks, that really what led the Q2 recovery were those markets. And that what led Q3 were more impacted markets. We talked about the sequential improvement in Canada, for instance, being 750 basis points overall volumes in our Eastern region, 600 basis points. You contrast that with, say, a 300 basis point improvement in a place like the West Coast or our southern region. And look at individual markets, a place like Toronto, which through Q2 had about 30% recovery is now in that low to mid-50. So a perfect example of one of those impacted markets coming back strong in Q3. And I would contrast that with, for instance, North Texas, in a place like Dallas, where through Q2, they were already back to the low to mid-50s and now they are back to the low mid-60s, again, in-line with the average we are seeing in those markets. So I think that speaks to the flattening. And again, we don't know where the ceiling is. We describe it as a near-term plateauing because that is what we have been seeing over the past few months.

Okay. That is super helpful. I'm sorry, the -- in those markets, the low 60s or 60, 65 [dolts]. Again, is there still -- maybe just give answer, but is there still sort of sequential improvements happening there? Or is it really just leveled off almost completely?

Again, to be clear, I mean we saw it throughout Q3, and there is still opportunity, because you have various markets within those buckets. And for instance, New York City. I talk about this hey, these impacted markets are on average around back 50%, 55%. New York City is still the mid-30s.

So it is our fastest-growing market right now.

Right. It is a great point, smaller base, but fast growing. So there is still absolutely opportunity. We are just talking at high level in what we are seeing.

Yes, I appreciate that. Again, it is pretty fluid. So again, I don't want to get too dear, but I appreciate all that. Maybe just on the free cash for next year. Sorry, go ahead.

The week-to-week trends, for instance, in New York City are quite notable. It is interesting to see how the city is turning back on.

Okay. Okay. Again, maybe just on the free cash then. For 2021 again, I know you like to sort of talk free cash conversion over time down to the low 50s, obviously being much better. When we sort of think about next year, is there any sort of discrete or certain items you want to point out or and maybe you don't want to give us an exact side on where you think the conversion falls, but just anything you want us to keep in mind when you are modeling out next year's free cash conversion?

Yes. Look, I think we have been consistent throughout the third quarter in laying out our expectations about 2021. And that is been to put a marker at $950 million and just lay out an expectation that we ought to do $950 million or better for the full year and back into that, and that is why we talk about double-digit growth in free cash flow year-to-year.

Okay. Sorry, just one last one. Worthing, you mentioned some deals in Q4 that looks set to close, and I think you put some numbers around those? I just didn't catch them.

Well, I think Mary Anne put the numbers around the quarterly expectations for next year based on the $135 million we had already signed or closed. And what I've said is anything that we do, which we should get a few more things done this year would be additive to that. And that would lay that expectation and those numbers in February. But in the aggregate, what we said is that if you look at what we have signed or closed and what we think we will get done, we will likely go into 2021 with 2% top line growth already in hand from M&A.

And our next question comes from the line of Hamzah Mazari with Jefferies.

My question is largely around share buyback. Is there a reason why you are not buying back more stock? And why I ask is historically, when the company had average to slightly above-average M&A years, I think you still bought back stock at the same time in size because your leverage is the lowest it is been in history. You are sitting on a lot of cash. Free cash flow is growing double digits. And it looks like acquisitions are not going to be as big as 2018 and 2019. Even if you look out, 2020 is almost done, 2021 is a big question mark. I doubt it will be as high as 2019 or '18 unless you say otherwise. So just any views there, any high-level thoughts or what you are thinking?

Sure. Look, we were active earlier this year in buying back our stock. We always use the word opportunistic with regards to the timing of when we do things because we also like to maintain flexibility for growth opportunities that come along. Look, you tell me who's going to win the presidential election, you tell me what's going to happen to tax law next year. You tell me what's going to happen in the stock market as a result of that. But a lot of folks, as you know, talk about a sugar high if a stimulus gets done, which will flow through the stock market and they prop it up into early next year. And then if the reality is on a tax law change, that could be harsh, but that could create opportunities to buy the stock back. We try to play the long road here. We try to look ahead at expectations around the stock markets. And I would rather be patient and by right, than just be a willy nilly buyer at any price every day.

Got it. And then my other question is just around ESG. And I actually want to ask about the E rather than the S and the G. And I know you put out your sustainability report. But I know you do renewable landfill gas and recycling. But how do you view landfills as part of the E equation? Do you think they are misunderstood by the ESG community and that they are sort of bad for the environment? Any thoughts as to the where you rank there, what you can do better there?

So I think what we can all do better is just continue to be more upfront and more visible at what we do. Look, a lot of things that we talked about in our ESG report, things we have been doing for 20-plus years, we have just stayed below the radar screen and telling our story. With regards to landfills, look, landfills, you tell me, first off, I mean, if you look at other economies without the type of strict hygiene and regulatory environment around waste disposal, I will put what we do in the U.S. up against any other economy and landfills play a big part of that. But landfills are also a big biogas generator and renewable energy source. And you see some - many of our efforts around increasing investments within biogas facilities now that our landfills are getting more mature and gas generative enough to do that. So by all means. I mean, landfills, that is -- you are right, it does. They do have bad names and bad contagion in many communities. Many cases in which communities that weren't there when the landfills were built and built themselves up next to landfills. But look, it is a double thing. What the scarcity of landfills turns into pricing opportunities within many markets because it is a scarce resource. It is an ever-increasing increasingly higher cost to operate landfills and the build-out landfills, and that will drive higher pricing of landfills. But again, it is sourced for renewable energy is one that will become better understood if we tell the story right. Because the opportunities there are tremendous. And the returns on those kinds of investments, more importantly, are incredible. Look, ESG doesn't mean you should go and throw away money and dilute returns. We are talking about our opportunities and running the good business that is not only good for the E, as you say, but also good for the P&L, too.

Got it. And last question, I will turn it over. We talked a lot about commercial volume. Just how do you think this cycle is different than past down cycles for waste? And at a high level, waste lags going into a downturn, lags coming out, it doesn't look like it is lagging coming out today. So that may be a difference. I don't know, maybe the cost structure is different because some of what you alluded to a little bit on the margin performance this quarter. Just any thoughts as to how this cycle is different for Waste than prior cycles?

Sure. I think you almost answered your own question in that prior cycles were lower coincident with the decline in rig activity and commercial stays strong. This is a decline that hit commercial. So the way was it is almost tracking the way the macro economy has been hit and GDP has been hit, meaning the temperate side of the business still remain, I guess, a little more resilient than what we saw as a quick contraction in commercial. But commercial is it recovers is very sticky. And so as that recovers and you see the high margin flow through, that will continue to benefit this industry. But to your other point, the cost structure is different. And I think that is a statement that could be said about most businesses across multiple industries. How we accept it in how we did things, how we travel, what we spend money on, et cetera, has changed. And so I don't see all those costs really ever coming back fully into the P&L because we will be doing things differently. We sold pine for the days that we are together, that we are having big parties that we are spending a line at the bar, so to speak. But clearly, as the economy reopens, as people get more comfortable being together based on changes in the pandemic or vaccines, et cetera, it is still hard to see that the shape of how we do things is to get back to where it was pre pandemic, and that creates a different cost structure in our P&L and others.

And our next question comes from the line of Kevin Chiang with CIBC.

Congrats on a good quarter there. Maybe if I could just dig into some of your assumptions, I guess, for volumes in the fourth quarter? And maybe specifically, I appreciate the conservatism, just given all that, we don't know and some of the rollbacks and the reopening in some of these economies that is here in Canada, and I suspect, in parts of the U.S. Has that changed how you think about maybe your bad debt assumptions as you get through the winter season, just anecdotally here in Toronto, a lot of small businesses have been pretty clear that if they have to get through another shutdown, they probably don't make it through the other side of this? through a tough winter season? Just wondering how you are looking at your bad debts over the next quarter or 2?

Sure. So interestingly, Kevin, we talked about bad debt last quarter as being one of the costs, if you will, of COVID. And it is actually come down this quarter, and it is actually closer to a more normalized rate for us. And we have talked about DSOs coming down as well. A portion of that would be E&P, of course. And it is also solid waste. What we are finding is that as customers come back, they are paying us, right? So we are seeing the recovery of volumes coincidental with that is a reduction in bad debt. So that is encouraging. And to your point about those customers who aren't going to come back, as I said earlier, we are mindful of the fact that cancellation rates are still what I would say artificially low. And so that is why we are not baking in more recovery, and we think it is prudent at this point to kind of think in terms of current levels remaining the same. So I'm not expecting any big bad debt come back, but I'm not expecting it to get materially worse from here at this point.

And we have been cautious on how we positioned ourselves for potential deteriorations in bad debt. Yes. So we are already positioned for that, and it is not as bad as we think. Again, that will be upside.

Maybe my second question here, and maybe Mark was asking about the free cash flow. and I know you will exceed it just based on your comments today. But if I look at your free cash flow guidance, I guess, your conversion from the outlook you provided last quarter, it is about 50% of EBITDA. You are tracking well ahead of through year-to-date. You are getting the flow-through, even with the challenges of E&P. If I ask this question maybe a different way, do you think you can get back to like a mid-50% free cash flow conversion of EBITDA, even with E&P sitting where it is at today, just given how strong your conversion has been through a very challenging year already?

Yes. Well, look, we have always said own us for 50 to 52, love us in the years we do 55, right? And so I would never model a -- do a longer model that is consistent [35%]. Obviously, things can change as you look ahead, on the tax law changes in the U.S. around bonus depreciation as those wean off in 2023. Changes in tax rates, obviously, could influence that a little bit as well. So look, we are still comfortable in that longer-term view of 50% to 52%, even without E&P coming back, obviously, to your point, if E&P comes back, that is another potential boost and a tailwind to get that higher as well. But look, we are really well positioned to do the upper end of that or better this year. That is still leaps and bounds ahead of our peers. And end of the year is that we do above 52% we will take that and enjoy it.

For sure. And maybe just one housekeeping question for me to Mary Anne. Maybe surprising to her. I did notice the core price sequentially did improve in Canada. I'm just wondering if that is just a reflection of that sharp volume rebound you noted, that you saw in Q3? Or is there anything unique that happened in Canada in the third quarter?

Sure. So good point, Kevin, you did see that increase, which went counter to, right? The rest of the price movement, which, of course, is playing out as we expected, right. That it is stepping down. In Canada, you had some PIs that were pushed out last quarter. That got implemented in Q3. And so that is why you saw that. It dropped a little lower in Q2 than we would have otherwise planned and came back a little in Q3.

It was a conscious decision to move those price increases.

And our next question comes from the line of Chris Murray with ATB Capital Markets.

Just thinking about acquisitions. Historically, you have always talked about acquisitions being kind of 3% to 4% of revenue as you go into the next year. You are kind of calling out to this year. I guess, maybe as we start thinking about the next couple of years, is it a function of kind of the law large numbers? Or was it just something around the acquisition pacing, how much of that was impacted by COVID this year? And is it something that we should be thinking about getting back to that number? So I'm just trying to maybe frame it over how to think about acquisition growth over the next couple of years?

Sure. We look at typical year and think in terms of $125 million to $150 million of required revenue, right. And that right area is I'm going to round 2% to 3% or so of growth in a year. If you look at this year, again, we have already knocked down the midpoint of that $125 million to $150 million and anything we do in the balance of the year, we will push that to the upper end or higher. Going into a year at 2% growth. Obviously, what we don't have in that number yet is everything we get done that number yet is everything we get done in 2021, which will be additive to that 2%. And so look, we are not chasing a growth rate to your other point. Obviously, as the business grows, a typical year 125 to 150 will be a slightly lower percentage as time passes. So without a doubt, you episodically see larger transactions, $50 million to $100 million type revenue transactions into the mix that individually can push that 2% to 3% to something like 3% to 4%, right. And so we have seen that year in, year out, the past few years, but we always think in terms of average year being that 125% to 150% and the percentage top line will be what it is.

Okay. So just think about that as a base number in terms of what you are kind of looking for growth? That is fair enough.

We already [indiscernible] for that, but I will let that be upside.

Sure. Sure. Going back to your ESG report and sort of your thoughts around the $500 million in spending. One of the things that I know we have certainly been discussing with clients is in the change of administration probably like we saw in the change in the loss administration, different things happened, RIN pricing certainly moved around with changes in regulation. And I know it is hard to try to figure out where this goes. But certainly, if you think about things like gas capture and RIN credits and even vehicles and shifting there. And certainly, California had made some disclosures, but wanting to get off any sort of fossil fuel type powered vehicles in the next few years. What's the feasibility of your ability to either accelerate or pivot into some of those technologies? And I guess what I'm curious about is, it still seems like early days or do you think that the maturity of the technology is more than just science projects at this point?

No. Look, to some of your observations with regards, for instance, to the gas, I mean, the maturing of our landfill network, creates more opportunities looking ahead for biogas capture investments with very attractive ROIs than the rearview mirror, right? And so we are very bullish on that. And obviously, you mentioned the change in administration. I mean, we know what this current administration has and how that is influenced our P&L with regards to the value of gas spreads, things like that. If the changing administration happens and you know the platform, the value of that kind of line of business should go up dramatically. With regards to EV, look, we have already taken delivery of our first full EV truck obviously, we are beta testing it. We expect that to meet all of our weight limits and route distance limits with regards to battery life. And so look, the limiter there, while even though state regulations have passed, for instance, in California, the limiter is still the manufacturing capacity, right. And so many of the units usually people talk about are EV chassis but not electric bodies. And the future should be a combination of both of those. So it is a full EV product. So all we can do is make sure we are beta testing and positioned to know how those fleets behave. Make sure the rat models will prove and make sure the maintenance cost reductions are as promised, to make sure that the incremental cost of the unit has to pay back. Or more importantly in markets, can we put it in the rate base and make sure that we don't have stranded capital. So look, I think we are well positioned for all of the above. We try to lay that out in our sustainability report. I think this industry is very well positioned with regards to the opportunities that lay ahead with - if there is a change in administration, for instance, as you point out. And so no, we feel quite good about how we are laying out our money, expected returns and more importantly, what it does with regards to broadening sustainability initiatives.

And Chris, just to add one point to what Worthing said about the landfill gas, the biogas projects. It is not as though we need to pivot or accelerate something. We have a number of projects on the drawing board. And are in conversation about them. And so to your point, if there is a more favorable environment, it means you probably move forward more quickly on things that we are already planning to do.

A number of these conversations are years already years old. I mean, this isn't something you just wake up and say, "Hey, let's do this. " -- we have been at this for quite some time.

Yes. No, that was actually my point. I was like, it is kind of nice to everybody says let's go green tomorrow, but it takes some time to get done, right? So and you worry about the technology and how resilient node before you apply it. So.

I think we are probably one of the largest robotic orders in - for our recycling facilities. To your point, we didn't run in at Version 1.0, we waited for Version 2.0 or later to make sure the technology is proven and we can get the kind of the payback that we are looking for with that kind of deployment.

And our next question comes from the line of Michael Hoffman with Stifel.

Someday, one of these days, somebody is actually going to pronounce the name of the firm, right. Free cash flow. If we can come back to that. You have given guidance of the 05, 835% for this year, 778 now. 05, 835 in, if I recall correctly, did not include the benefit of $40 million from the CARES Act. But did I understand your comment correctly, Mary Anne, the 778 hazard in it from a recorded standpoint at the moment year-to-date?

That is correct, Michael.

Okay. So to still be inside your guidance or at the top end of it. So the expectation would be everybody should be prepared for the conversion rate in 4Q isn't going to be even 50%. Could it be less because you have got a lot of cash outflow things planned for fourth quarter.

That is a fair way to think about it, Michael, yes. That would be the math behind, still achieving. When we said we are positioned to exceed the $805 million to $835 million. But so if you took the high end just above that, and use that conversion rate, it would absolutely be below, but we have demonstrated our ability to do this year, which says we are paying out more outflows in Q4. Yes.

Just apply 52%, the upper end of the 50% to 52% range to our year-to-date EBITDA plus our guidance, Q4 EBITDA, and you will get a number above the 835, that was the prior upper end of our original range.

Right. And you have always talked about Worthing are even getting credit for exceeding that number this year? So prepay everything you can, pull forward capital spending. So to that end, what is your revised view of cash flow from ops and capital spending for 2020?

It really depends on what we can take delivery of. I mean, we have already put another 20 million of orders out there for fleet and yellow iron. We are trying to take advantage of some units that fit our specs that are still sitting on some lots out there. If we can get that in there, that will be kind of a nice head start to the outlays for 2021. Obviously, taxes go up in Q4. There is another cash tax payment that is due middle of December. The size of that is hard to determine because, obviously, if they go large and fleet comes in, that will increase the bonus appreciation. Acquisitions if they get done prior to that date, that increases the deductibility of acquired CapEx. And so there are a lot of moving components in this thing. But what we know is that to your point, we can manage where we want to come out at year-end based on the flexibility that we have. It is a better conversation to have than asking, can you make your number?

Yes. No, I get that. You have given us a double-digit improvement year-over-year, 950, if I just use 10%, I'm at 865 is the starting number. But I'm also curious, like why not prepay the CARES Act instead of just having this lingering around in the numbers for two years?

We have a lot of flexibility to do a lot of things, Michael.

Okay. You were very clear about telegraphing for the market in 2020, how to think about the cadence of price and volume trends. And I know you don't have a guidance out, but is there anything that should be noted about how to think about cadence for 2021? For instance, 1Q is ugly in volume, 2Q is positive. So the first half kind of nets itself out. And then the second half is positive. Is that the right way to think about it? And then price - sorry, go ahead.

Sorry I didn't mean to interrupt. I was going to say, yes, I mean that is just the way I would characterize the volume side. And as you will recall, in kind of a typical year for us, pricing, the cadence is that on a reported basis, it always starts out high in Q1 and decreases over the course of the year. Just really relating to the size of the denominator and the timing of our price increases, which the majority of which are put in early in the year, mostly in Q1. So the 3.5% to 4% that Worthing talked about for price next year. If you started at the high end there and worked your way down to lower end, that might be a fair way to think about the cadence for next year. And to your point, volumes are negative in Q1, turned positive with the easiest comp in Q2, right. And then you see that to the extent there is any reopening or improvement more positive volumes in the back half of the year.

Okay. And then I'm less about the volume that I am sort of the total number of customer on the commercial side. Do I recollect correctly that in the Great Recession, if you take the 2008 through, say, 2013 before the housing cycle recovered, that the lost number of customers was approaching 5%. And that happened over a very long time, and you could absorb it very gradually. Are you looking at something like that, but just more compressed based on the level of recovered if it stops here? And accordingly, you will adjust the business model, have to do it faster, but you will adjust it like you did '08 to '13, improved productivity dramatically, you got a lot more pricing on and so forth?

Well, the adjustment is already in place, and I think you see the strength of the flow-through and the shape of the cost structure by just -- even at the current levels with 65% or so of the customers that have reached out in what, 55 or more percent of the revenue. you see a 200 basis point margin improvement year-over-year. So I think the performance is already there to see. You are right that in the Great Recession, it was about a 5% loss in revenue. I use -- we use revenue, not customer base but revenue. And again, you look at right now, you will see the stats that we gave for this year. Look, the recovery that is plateaued right now, but for some markets that are still expanding. That is the jumping-off point for any further recovery within that customer base. But we have already kind of adjusted or adapted the shape of the business based on the realities that we currently have. We are not waiting to adjust the shape of the business.

All right. And that is what I was -- probably teased that out poorly. Is the point being is anything that happens from this point forward, is fine-tuning. You don't have to take another big swing to account for if that group never comes back?

Well, because of the shape of the structure, the cost structure of the business has already been adjusted for it. That is why you see as revenue comes back, such a high flow through.

Right. One of the correlations in the business has been at good household formation has historically driven new business formation. So I get it is early. But in places where it is healthier, so maybe some of the secondary markets, places like that, where they are longer in the cycle, are you seeing any empty storefronts starting to fit backfill? Is there -- because housing is very strong on a relative basis, we are at one million, four million or 4.5 million start. So it is a pretty healthy number.

Yes. Where you have had, what I would call the pandemic migration, so to speak, out of some more densely populated areas into some more world, kind of the three hour drive away from where you are currently living as you have seen increased population settlements or resettlements in the near term, we have been seeing storefronts open, right. I mean, they are following the people, they are following the money. But it is a tough thing to say as a broad statement that business formation is going to follow household formation in general. Because right now, most of the household formations are just folks people moving from one home to another and deciding or enroll their kids in school or do [indiscernible] go from a faraway place. And again, the economic activity has followed those people is following and benefiting local businesses.

Okay. There is a little bit of hope there.

Well depends on where you live.

And our next question comes from the line of Walter Spracklin with RBC Capital Markets.

I would like to start here with the contract, and we have gone through 7 months now since COVID started and you have negotiated a number of contracts, both in the commercial and residential side since then. And Worthing, I was wondering if you could tell us a little bit about the key differences between a contract negotiated since then and what would have been negotiated before. And if you could touch on a little bit and both in residential and commercial, is pricing discussions really altered in terms of getting them through for whatever reason, is the term changing at all versus what happened before? And then third is the structure of the contract much different. I know you were making an effort to move residential over to a volume base versus per household. Is there any other examples of real changes in the contract and its nature? In recent contract negotiations versus what you would have done prior to COVID?

Well, the approach to contract negotiations really reflect the period in which they are being negotiated. And those that are being negotiated. Right now, obviously, recognize that the labor costs are going up despite record unemployment as with the central workers and you have seen what we have done for [indiscernible], that is rising labor costs. Obviously, right now, we are mindful of the shift that is already occurred into higher loads within the residential. That is impacting those residential contracts. Obviously, you have seen the increase in cost to handle more contaminated waste streams within the recycling side of the business. And so the cost of recycling has gone up and many of the contracts that are up for renegotiation were originally done back when China was still open in the cost -- in the profile and shaped their cycle businesses fundamentally different. And so a long way of saying that many of the contracts that are getting renegotiated or discussed now, the cost structure is fundamentally different than where it might have been seven or 10-years ago. The type of fleet that is being asked for today versus what was running under the current contract, if you have to switch over a fleet, make it even more expensive. And so, know the dialogue is dynamic. It is reflective of the times we are in right now. And you have seen, in many cases, easily double-digit increases in pricing because of those inputs. Commercial right now, I mean, that dialogue hasn't changed. You see the strength of the price that we have right now and especially the spread of CPI, I would say one of the biggest areas that we do well in is competing for accounts that have been poorly serviced, and we see those opportunities across multiple markets. And again, that is a typical hat to all of our frontline folks that show up every day and service their accounts and give us a good reputation in those markets and provide opportunities for sales force to take advantage of that and gain share where possible.

That is great color. For my second question here, just turning a little bit to trends. You have highlighted a number of things that are caused for optimism, and I really hope that the reopening continued recovery continues. But I'm seeing, obviously, with the new case counts in many jurisdictions, going up higher than they were when everything was shut down. Are you seeing any indications of policy change that would reverse some of those gains in certain jurisdictions that might - if they continue in others in the same type of trend, result in a back pedal here in terms of the reopening, any risk of that in your view from what you are seeing right up into the kind of the data - right up to the minute kind of indications? or is there things that are the framing schools, obviously, are opening now despite higher case count than when they close. We have understood things a little bit better about how this all works, and we are taking a different approach than we did back in March?

Sure. I would say we haven't seen it yet. In fact, October, likely will play out a little better than we originally expected. To your point, in other words, we haven't seen a rollover in that. But certainly, the way we have guided the quarter, we have assumed that there may be some - that is prudent to stay cautious as we look ahead into November and December. We just haven't seen it yet in the numbers. I would say the biggest right now, it is more operational, as I think about what that worries me, but what we are mindful of, and that is, look, you hear it over the media about COVID fatigue or pandemic fatigue and our 18,000 plus employees need to stay vigilant and have - in their operating procedures, in their attestations on a daily basis with regards to their health, with regards to showing up and working. Because, look, as you are seeing increases in positives throughout many markets, understand if for every one person that might test positive, if they were at the office, meaning if they are at their operating location, that impacts other people with through [indiscernible]. And in some markets where you see things pop high. two or three people that might pop high, might cause a quarantine of a number higher than that, which makes operations that much more challenging for our folks. And the best thing we can do is remain vigilant. Remind our folks about operating procedures don't get COVID fatigue, don't get tired, don't relax your standards because I do think the next couple of months, two to three months will be pretty widespread. And you have seen the numbers already pop. And so as long as we continue to do what we know how to do, our folks will be safe and attendants will still stay above 99%. But it is a constant reminder to our people to stay vigilant throughout this.

[Operator Instructions] Our next question comes from the line of Noah Kaye with Oppenheimer.

So I will just keep in mind the one. It follows right up on Walter's. Which is you have got -- obviously, there is a risk of rising cases again and what that might mean in terms of slowdown in activity or potential lockdowns. And so the question is, you had very strong margin performance in 2Q. I think you commented at the time, in some cases, activity bounced back so quickly in certain markets that you didn't really have time to put in structural cost changes. If we do go into a second lockdown, what might you do differently? Or how do you think you will be better positioned to handle it?

Well, look, the best way to prepare for any restrictions is take care of your people. And look, we just announced a thank you bonus and appreciation bonus ahead of the holidays for our people. That is $800 for more than 90% of the front line. If you joined us more recently, it may just be $400. But nonetheless, you lay that on top of supplemental wages that we have done through the year, emergency wages to keep people fully compensated even if they have to stay home for quarantine or child care or take care of family members, et cetera. Raising the minimum wage to $15 from a target standpoint to help those that may be below it to get up to that level. These are all things that you have got to do to position our people to strengthen their [indiscernible] fortitude for the challenges that lay ahead. And by getting ahead with the thank you bonus ahead of the holidays, we felt that was another way to show the support to get people -, so to speak, for what's ahead. And so if you focus on your people and you strengthen their commitments, their health, focus on their health, they are welfare. Look, our people want to serve their communities. And to do that, they need to be positioned to stay healthy, to stay financially sound. And certainly, that is the way we are looking at kind of the next two to the challenges in the next two to three months, stay ahead of it in your support don't like.

And Noah, just to follow-up, made reference to the fact that the nice incrementals that those volumes came back and the commentary around not having structurally really changed the business. That is actually a good sign. What it meant is that there was such a small reduction in volumes that there really wasn't the need or the opportunity another way to do something like a reroute. So it is not as though it is an issue of not being prepared. The good news is most of the markets weren't that impacted. Clearly, not that we are looking for this. But in those more impacted markets, that is where you do make the changes and you actually make cuts. And so clearly, if that was a scenario, we would approach it the same way we have this time around.

And Mr. Jackman, there are no further questions at this time. I will turn the call back to you. Please continue with your presentation or closing remarks.

Thank you, Jason. Again, if there are no further questions, on behalf of our entire management team, we appreciate you listening to and interest in the call today. Mary Anne and I are available today to answer any direct questions that we did not cover that we are able and allow to answer under T Reg G, our applicable securities laws in Canada. Thank you again. We look forward to speaking to you at upcoming virtual investor conferences or on our next earnings call. Stay safe and healthy.

That does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your line.