SECURE ANNOUNCES FIRST QUARTER 2026 RESULTS AND PROVIDES BUSINESS UPDATE
- Generated Adjusted EBITDA(1) of
$137 million , up 13% year-over-year, and 21% on a per basic share basis - Expecting annual results to trend toward the high end of 2026 Adjusted EBITDA guidance of
$520 to$550 million - Increasing 2026 growth capital to approximately
$100 million (from$75 million ) to advance high-return infrastructure projects in capacity constrained regions -
May 27, 2026 special meeting of SECURE Shareholders (the "Meeting") to vote on the GFL Environmental Inc. ("GFL") transaction (the "Transaction")
"SECURE delivered a strong start to 2026, as we continue to execute our strategy of driving growth across our core business," said
"Reflecting this strong execution and continued visibility across our business, we now expect results to trend toward the high end of our 2026 Adjusted EBITDA(1) guidance range. We are also increasing our expected growth capital investment to approximately
"Over the past several years, SECURE has proven it is a high-quality, infrastructure-backed waste platform with stable, recurring cash flows, low volatility and industry-leading margins. The Transaction with GFL delivers compelling value to SECURE shareholders, recognizing the underlying strength of the business today, while positioning shareholders to participate in the next phase of growth through ownership in a larger, scaled platform with a clear path to long-term value creation. The Transaction has the full support of SECURE's Board of Directors, the special committee of independent directors of the Board of Directors (the "Special Committee") and two of its largest shareholders, and we encourage all other shareholders to vote in favour at the Meeting on
FIRST QUARTER RESULTS
- Generated revenue of
$383 million and net income of$35 million ($0.16 per basic share). - Achieved Adjusted EBITDA(1) of
$137 million ($0.63 per basic share). - Delivered strong funds flow from operations of
$101 million ($0.46 per basic share), supporting the continued execution of SECURE's capital allocation priorities.
During the quarter, SECURE advanced several key organic growth initiatives, including:
- Commissioning a greenfield produced water disposal facility in the
Montney region; - Progressing the reopening of a suspended industrial waste processing facility in
Alberta's Industrial Heartland, which is expected to be completed by the end of Q2 2026; and - Expansions at two waste processing facilities in the
Montney to add additional produced water disposal wells, water pipelines and associated infrastructure, expected to be completed by the end of 2026.
The Corporation is now expecting growth capital investment of approximately
Additional highlights:
- Increased quarterly dividend by 5% to
$0.105 per share. - Repurchased 985,072 common shares at a weighted average price of
$17.26 per share for total consideration of$17 million under the Corporation's Normal Course Issuer Bid ("NCIB"). - Exited the quarter with a Total Debt to Adjusted EBITDA(2) covenant ratio of 2.3x (2.0x excluding leases).
The Corporation's first quarter results were achieved against a backdrop of lower oil prices for the majority of the period, prior to the recent strengthening in commodity prices. Despite this environment, SECURE continued to demonstrate strong Adjusted EBITDA and free cash flow generation, underscoring the strength of its business model.
Year-over-year performance reflects the contribution from prior year growth capital deployment, including the Clearwater Phase 3 expansion, commissioned in the second quarter of 2025, and a greenfield produced water disposal facility in the
Revenue trends in the quarter reflect ongoing portfolio optimization, with a continued shift toward higher-margin waste streams. This focus on business mix, combined with disciplined pricing and continued cost efficiencies, supported EBITDA and margin expansion despite more moderate top-line growth.
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1) |
Non-GAAP financial measure or Non-GAAP ratio. Refer to the "Non-GAAP and other specified financial measures" section herein. |
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2) |
Calculated in accordance with the Corporation's credit facility agreements. Refer to the Q1 2026 Management's Discussion and Analysis ("MD&A"). |
STABILITY ACROSS OIL PRICE ENVIRONMENTS
While global energy markets have experienced recent volatility, SECURE's business remains largely insulated from short-term commodity price fluctuations. The Corporation's infrastructure-backed model is supported by long-cycle production activity, generating stable, recurring waste streams tied to ongoing operations rather than changes in oil prices.
SECURE's cash flows are primarily tied to production and industrial activity, which continue to grow at a steady pace of approximately 3% annually. This activity is underpinned by long-life wells, competitive producer economics across the
Meaningful changes in activity typically require sustained shifts in macroeconomic conditions, as customer capital programs adjust only modestly within a given year. Near-term upside is constrained by equipment and labour availability, while downside is moderated as operators manage production declines and downstream commitments.
Overall, the business is built on low volatility, and waste volumes and demand for SECURE's services remain stable across commodity cycles, reinforcing the predictability of the Corporation's earnings.
2026 OUTLOOK AND GUIDANCE UPDATE
SECURE's 2026 guidance was established using an assumed oil price of approximately
The recent increase in oil prices is not expected to materially impact customer activity or waste volumes in the near term. Any upside from incremental industrial and crude oil activity would require sustained price stability and is more likely to emerge as a tailwind in 2027.
LONGER-TERM GROWTH OUTLOOK
SECURE's growth is underpinned by four key pillars: volumes, pricing, organic projects, and mergers and acquisitions.
Volume growth is expected to track approximately 3% annually, in line with
SECURE also expects disciplined pricing to contribute to growth, with rate increases in line with or ahead of inflation and additional pricing power in capacity-constrained markets.
Organic growth remains a key driver and is enabled through SECURE's capital program. The Corporation expects to deploy approximately
Altogether, these drivers support a high single-digit compound annual growth profile, with additional upside from disciplined M&A aligned with SECURE's infrastructure-focused strategy.
TRANSACTION PROCESS AND NEXT STEPS FOR SHAREHOLDERS
On
Under the terms of the Transaction, SECURE shareholders can elect to receive
Shareholders must submit a letter of transmittal and election form to receive their elected consideration; those who do not make an election will receive the default combination option.
The Board of Directors and the Special Committee have unanimously recommended that shareholders vote in favour of the transaction. Additionally, two of SECURE's largest shareholders, the Board of Directors and SECURE's named executive officers have executed Voting Support Agreements in favour of the Transaction, representing a base of support in excess of 21% of SECURE shareholders. In making its recommendation, the Board of Directors, together with the Special Committee, carefully considered a number of strategic, financial and market factors, including the following:
Reasons for the Transaction:
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Attractive Premium and Relative Valuation; Flexibility in Consideration: The consideration that SECURE shareholders are entitled to receive under the Transaction represents a 23% premium to the volume weighted average price of the SECURE shares for the 60 trading days ending
April 10, 2026 , being the last completed trading day prior to the public announcement of the Transaction. The Transaction attributes an enterprise value to SECURE of approximately$6.4 billion . Aligning with individual preferences, SECURE shareholders can elect to receive$24.75 in cash, 0.4195 of a subordinate voting share in the capital of GFL or$4.95 in cash and 0.3356 of a subordinate voting share in the capital of GFL for each SECURE share, subject to rounding and proration, as applicable, as set forth in the plan of arrangement (the form of which is attached as Schedule "A" to the Arrangement Agreement). -
Upside Participation in a
More Diversified Combined Company with Significant Scale: The Transaction provides SECURE shareholders the opportunity for continued ownership in a larger, more diversified vehicle with exposure to significant scale and growth potential. The combined company will benefit from both SECURE's complementary leading waste processing and disposal platform inWestern Canada andNorth Dakota , and GFL's asset base acrossCanada andthe United States . Shareholders in the combined company will gain exposure to a platform that has the ability to capture more waste streams across the value chain, from collection through final disposal. - Risks Associated with SECURE Standalone: Historically the public market valuation of SECURE has not fully reflected the intrinsic value of SECURE's business, and the Transaction facilitates accelerated value recognition for SECURE shareholders that captures the underlying value of the business today. If the Transaction does not proceed, there may be a limited number of other potential counterparties available to complete a transaction with SECURE, resulting in SECURE shareholders not having the opportunity to crystalize the value of their investment and achieve ongoing upside potential. On a risk adjusted basis, the Board considers the Arrangement and becoming part of the diversified combined company preferable to continuing as a standalone pure-play waste management and energy infrastructure company.
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Independent Process and Fairness: The Transaction is the result of thorough arm's length negotiations between SECURE and GFL. Such negotiations included extensive input from external legal counsel and financial advisors, and the Special Committee, culminating in multiple separate offers from GFL prior to entering into the Arrangement Agreement. The Arrangement Agreement includes a customary "fiduciary out" that will enable SECURE to enter into a Superior Proposal (as defined in the Arrangement Agreement) in certain circumstances.
RBC Capital Markets andATB Cormark Capital Markets have provided opinions to the effect that, as ofApril 12, 2026 , and subject to certain assumptions, limitations, qualifications and other matters stated therein, the consideration to be received by SECURE shareholders pursuant to the Transaction is fair, from a financial point of view, to the SECURE shareholders.
Next Steps:
- The Meeting will be held on
May 27, 2026 , where shareholders will be asked to vote on the proposed arrangement. - Transaction materials, including the management information circular (the "Circular"), have been mailed to shareholders and are available on SECURE's profile on SEDAR+. Shareholders are encouraged to review these materials in detail.
- Approval requires two-thirds of votes cast.
Shareholders are encouraged to participate in the process and ensure their shares are represented at the Meeting. The Transaction remains subject to court and regulatory approvals and is expected to close in the second half of 2026.
Shareholders are encouraged to vote well in advance of the Meeting, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to shareholders together with the management information circular. Further details and voting instructions can be found in the Circular under the section entitled "
The deadline for shareholders to return their completed proxies or voting instruction forms is
SECURE's performance continues to highlight the strength of its infrastructure-based model, characterized by long-life, permitted assets, high barriers to entry, and stable, recurring waste volumes. Supported by a highly attractive Western Canadian market – with resilient production, improving market access, and increasing environmental regulation – these structural tailwinds provide strong visibility into future growth.
As part of GFL, SECURE will benefit from enhanced scale, a broader integrated platform, and increased access to capital, positioning the business to accelerate organic growth, expand its infrastructure network, and capture additional waste streams, further reinforcing its long-term value creation potential.
Additional details are available in the Arrangement Agreement, a copy of which has been filed on SECURE's profile on SEDAR+ at www.sedarplus.ca and in the management information circular of SECURE dated
SHAREHOLDER QUESTIONS AND VOTING ASSISTANCE
If you have any questions or require voting assistance, please contact SECURE's proxy solicitation agent:
Toll-free calls in
Text message by texting "INFO" to 416-304-0211 or 1-877-452-7184
Email at assistance@laurelhill.com
FIRST QUARTER AND YEAR-END 2025 CONFERENCE CALL
SECURE will host a conference call on
ABOUT SECURE
SECURE is a leading waste management and energy infrastructure business headquartered in
SECURE's shares trade under the symbol SES and are listed on the
NON-GAAP AND OTHER SPECIFIED FINANCIAL MEASURES
The Corporation uses accounting principles that are generally accepted in
However, these measures should not be used as an alternative to IFRS measures because they are not standardized financial measures under IFRS and therefore might not be comparable to similar financial measures disclosed by other companies. See the "Non-GAAP and other specified financial measures" section of the Corporation's MD&A for the three months ended
Adjusted EBITDA and Adjusted EBITDA per basic share
Adjusted EBITDA is calculated as noted in the table below and reflects items that the Corporation considers appropriate to adjust given the irregular nature and relevance to comparable operations. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA per basic share is defined as Adjusted EBITDA divided by basic weighted average common shares. For the three months ended
The following table reconciles the Corporation's net income, being the most directly comparable financial measure disclosed in the Corporation's financial statements, to Adjusted EBITDA for the three months ended
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Three months ended |
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2026 |
2025 |
% Change |
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Net income |
35 |
38 |
(8) |
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Adjustments: |
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Depreciation, depletion and amortization (1) |
51 |
45 |
13 |
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Share-based compensation (2) |
19 |
10 |
90 |
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Transaction and related costs |
-- |
4 |
(100) |
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Interest, accretion and finance costs |
21 |
14 |
50 |
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Other income |
(7) |
(1) |
600 |
|
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Current tax expense |
11 |
15 |
(27) |
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Deferred tax expense (recovery) |
-- |
(3) |
(100) |
|
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Unrealized loss (gain) on mark to market transactions (3) |
7 |
(1) |
(800) |
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Adjusted EBITDA |
137 |
121 |
13 |
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(1) |
Included in cost of sales and/or general and administrative ("G&A") expenses on the Consolidated Statements of Comprehensive Income. |
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(2) |
Included in G&A expenses on the Consolidated Statements of Comprehensive Income |
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(3) |
Includes amounts reported in revenue on the Consolidated Statements on Comprehensive Income. |
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Discretionary free cash flow and Discretionary free cash flow per basic share
Discretionary free cash flow is defined as funds flow from operations adjusted for sustaining capital expenditures, and lease payments. The Corporation may deduct or include additional items in its calculation of discretionary free cash flow that are unusual, non-recurring, or non-operating in nature. Discretionary Free Cash Flow per basic share is defined as discretionary free cash flow divided by basic weighted average common shares. For the three months ended
The following table reconciles the Corporation's funds flow from operations, being the most directly comparable financial measure disclosed in the Corporation's financial statements, to discretionary free cash flow.
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Three months ended |
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2026 |
2025 |
% Change |
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Funds flow from operations |
101 |
81 |
25 |
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Adjustments: |
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Sustaining capital (1) |
(6) |
(11) |
(45) |
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Lease liability principal payments |
(7) |
(7) |
-- |
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Transaction and related costs |
-- |
4 |
(100) |
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Discretionary free cash flow |
88 |
67 |
31 |
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(1) The Corporation classifies capital expenditures as either growth, acquisition or sustaining capital. Refer to "Operational Definitions" in the MD&A for further information. |
FINANCIAL STATEMENTS AND MD&A
The Corporation's consolidated financial statements and notes thereto and MD&A for the three months ended
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this press release constitute "forward-looking statements and/or "forward-looking information" within the meaning of applicable securities laws (collectively referred to as "forward-looking statements"). When used in this press release, the words "achieve", "advance", "anticipate", "believe", "can be", "capacity", "commit", "continue", "could", "deliver", "drive", "enhance", "ensure", "estimate", "execute", "expect", "focus", "forecast", "forward", "future", "goal", "grow", "integrate", "intend", "may", "maintain", "objective", "ongoing", "opportunity", "outlook", "plan", "position", "potential", "prioritize", "realize", "remain", "result", "seek", "should", "strategy", "target", "will", "would" and similar expressions, as they relate to SECURE, its management are intended to identify forward-looking statements. Such statements reflect the current views of SECURE and speak only as of the date of this press release.
In particular, this press release contains or implies forward-looking statements pertaining but not limited to: the timing of the Meeting; the consideration that SECURE shareholders will be entitled to receive under the Transaction, including as a result of SECURE shareholder elections and deemed elections; that the Transaction will deliver compelling value to SECURE shareholders; the expected benefits of the Transaction, including that the Transaction will provide SECURE shareholders with continued ownership in a larger, more diversified vehicle with exposure to significant scale and growth potential, that the combined company will benefit from SECURE and GFL's complimentary assets, that the combined company will have the ability to capture more waste streams across the value chain, that if the Transaction does not proceed, there are a limited number of other potential counterparties available to complete a transaction with SECURE and that the Transaction will provide SECURE shareholders with the ability to crystalize the value of their investment and achieve ongoing upside potential; the expected timing for closing of the Transaction; the expectation that SECURE's common shares will be delisted from the TSX and that SECURE will cease to be a reporting issuer on completion of the Transaction; expected timing for the completion of the reopening of the suspended industrial waste processing facility in
Forward-looking statements are based on certain assumptions that SECURE has made in respect thereof as at the date of this press release regarding, among other things: that the Meeting will be held when currently scheduled; the satisfaction of the conditions to closing the Transaction; the approval of the Transaction at the Meeting and the completion of the Transaction on anticipated terms and timing; that actions by third parties, including any governmental or regulatory authority, do not delay or otherwise adversely affect completion of the Transaction; the ability of the combined company to realize on the anticipated benefits of the Transaction; SECURE's 2026 outlook; economic and operating conditions, including commodity prices, crude oil and natural gas storage levels, interest rates, exchange rates, and inflation; the Corporation's low direct exposure to commodity prices; estimations underlying the Corporations 2026 outlook and guidance; that SECURE's business remains largely insulated from short-term commodity price movements; resilient producer economics, improving market access, increasing regulatory requirements and continued build out of liquified natural gas export capacity; ability to enter into signing agreements with customers to backstop the investments and acquisition opportunities present; continued demand for the Corporation's infrastructure services and activity linked to long-term and recurring projects; the expectation with respect to the commercial agreements entered into by SECURE for water disposal services in the
Forward-looking statements involve significant known and unknown risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to: the risk that the Transaction may be varied or terminated in certain circumstances; risks relating to the outcome of the Transaction, including the risks associated with approval at the Meeting and the receipt of other approvals required under the Arrangement Agreement; the risk that other conditions to closing of the Transaction may not be satisfied, or to the extent permitted, waived; the risk that actions by third parties, including any governmental or regulatory authority, could delay or otherwise adversely affect completion of the Transaction; the risk the anticipated benefits of the Transaction may not be realized and that the results of the combined company could differ from what is currently anticipated; general global financial conditions, including general economic conditions in
The guidance in respect of the Corporation's expectations of Adjusted EBITDA, capital expenditures (including organic growth capital and sustaining capital), and discretionary free cash flow in 2026 in this press release may be considered to be a financial outlook for the purposes of applicable Canadian securities laws. Such information is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available, and which may become available in the future. These projections constitute forward-looking statements and are based on several material factors and assumptions set out above. Actual results may differ significantly from such projections. See above for a discussion of certain risks that could cause actual results to vary. The financial outlook contained in this press release has been approved by management as of the date of this press release. Readers are cautioned that any such financial outlook contained herein should not be used for purposes other than those for which it is disclosed herein. SECURE and its management believe that the financial outlook contained in this press release has been prepared based on assumptions that are reasonable in the circumstances, reflecting management's best estimates and judgments, and represents, to the best of management's knowledge and opinion, expected and targeted financial results. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results.
Although forward-looking statements contained in this press release are based upon what the Corporation believes are reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are made as of the date hereof and are expressly qualified by this cautionary statement. Unless otherwise required by applicable securities laws, SECURE does not intend, or assume any obligation, to update these forward-looking statements.
Website: www.secure.ca
SOURCE