Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 27, 2022 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-39120 | |
Entity Registrant Name | US ECOLOGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-2421185 | |
Entity Address, Address Line One | 101 S. Capitol Blvd., Suite 1000 | |
Entity Address, City or Town | Boise | |
Entity Address, State or Province | ID | |
Entity Address, Postal Zip Code | 83702 | |
City Area Code | 208 | |
Local Phone Number | 331-8400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,512,324 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001783400 | |
Amendment Flag | false | |
Common Stock | ||
Document Information | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | ECOL | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information | ||
Title of 12(b) Security | Warrants to Purchase Common Stock | |
Trading Symbol | ECOLW |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 74,186 | $ 67,487 |
Receivables, net | 248,233 | 250,154 |
Prepaid expenses and other current assets | 30,012 | 32,136 |
Income taxes receivable | 7,961 | 14,441 |
Total current assets | 360,392 | 364,218 |
Property and equipment, net | 455,041 | 456,384 |
Operating right-of-use assets | 54,884 | 43,607 |
Restricted cash and investments | 1,532 | 1,567 |
Intangible assets, net | 482,127 | 489,573 |
Goodwill | 413,526 | 413,126 |
Other assets | 51,171 | 36,923 |
Total assets | 1,818,673 | 1,805,398 |
Current Liabilities: | ||
Accounts payable | 63,933 | 64,793 |
Deferred revenue | 19,903 | 15,950 |
Accrued liabilities | 47,589 | 51,265 |
Accrued salaries and benefits | 26,061 | 29,438 |
Income taxes payable | 231 | 559 |
Current portion of long-term debt | 3,359 | 3,359 |
Current portion of closure and post-closure obligations | 6,322 | 5,771 |
Current portion of operating lease liabilities | 17,780 | 15,799 |
Total current liabilities | 185,178 | 186,934 |
Long-term debt | 734,285 | 735,125 |
Long-term closure and post-closure obligations | 93,332 | 93,149 |
Long-term operating lease liabilities | 37,991 | 28,477 |
Other long-term liabilities | 12,947 | 13,907 |
Deferred income taxes, net | 123,702 | 123,482 |
Total liabilities | 1,187,435 | 1,181,074 |
Commitments and contingencies (See Note 15) | ||
Stockholders' Equity: | ||
Common stock $0.01 par value per share, 50,000 authorized; 31,512 shares issued and outstanding | 315 | 315 |
Additional paid-in capital | 818,707 | 821,970 |
Retained deficit | (192,136) | (183,115) |
Treasury stock, at cost, 141 and 242 shares, respectively | (6,177) | (10,652) |
Accumulated other comprehensive income (loss) | 10,529 | (4,194) |
Total stockholders' equity | 631,238 | 624,324 |
Total liabilities and stockholders' equity | $ 1,818,673 | $ 1,805,398 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000 | 50,000 |
Common stock, shares issued | 31,512 | 31,512 |
Common stock, shares outstanding | 31,512 | 31,512 |
Treasury stock, shares | 141 | 242 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 240,980 | $ 228,619 |
Direct operating costs | 187,567 | 175,746 |
Gross profit | 53,413 | 52,873 |
Selling, general and administrative expenses | 57,336 | 51,368 |
Operating (loss) income | (3,923) | 1,505 |
Other income (expense): | ||
Interest income | 229 | 273 |
Interest expense | (6,821) | (7,357) |
Foreign currency loss | (698) | (371) |
Other | 177 | 3,710 |
Total other expense | (7,113) | (3,745) |
Loss before income taxes | (11,036) | (2,240) |
Income tax benefit | (2,014) | (1,444) |
Net loss | $ (9,022) | $ (796) |
Loss per share: | ||
Basic | $ (0.29) | $ (0.03) |
Diluted | $ (0.29) | $ (0.03) |
Shares used in loss per share calculation: | ||
Basic | 31,208 | 31,104 |
Diluted | 31,208 | 31,104 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net loss | $ (9,022) | $ (796) |
Other comprehensive income: | ||
Foreign currency translation gain | 1,469 | 1,439 |
Net changes in interest rate hedge, net of taxes of $3,523 and $2,450, respectively | 13,254 | 9,217 |
Comprehensive income, net of tax | $ 5,701 | $ 9,860 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other comprehensive income: | ||
Net changes in interest rate hedge, tax | $ 3,523 | $ 2,450 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (9,022) | $ (796) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 16,900 | 18,234 |
Amortization of intangible assets | 7,872 | 9,135 |
Accretion of closure and post-closure obligations | 1,227 | 1,182 |
Unrealized foreign currency gain | (852) | (315) |
Deferred income taxes | (3,467) | (3,781) |
Share-based compensation expense | 1,948 | 1,928 |
Share-based payments of business development and integration expenses | 120 | 163 |
Unrecognized tax benefits | 13 | 12 |
Net gain on disposition of assets | (245) | (221) |
Amortization of debt issuance costs | 589 | 577 |
Amortization of debt discount | 40 | 40 |
Change in fair value of minority interest investment | (3,509) | |
Changes in assets and liabilities: | ||
Receivables | 3,865 | (680) |
Income taxes receivable | 6,514 | 1,276 |
Other assets | 1,106 | 1,114 |
Accounts payable and accrued liabilities | (4,155) | (3,647) |
Deferred revenue | 3,917 | 2,214 |
Accrued salaries and benefits | (3,407) | (3,028) |
Income taxes payable | (329) | (98) |
Closure and post-closure obligations | (517) | (337) |
Net cash provided by operating activities | 22,117 | 19,463 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (16,180) | (9,614) |
Proceeds from sale of property and equipment | 438 | 1,623 |
Minority interest investment | (712) | |
Proceeds from sale of short-term investments | 1,932 | |
Purchases of restricted investments | (913) | |
Proceeds from sale of restricted investments | 934 | |
Net cash used in investing activities | (13,810) | (8,682) |
Cash flows from financing activities: | ||
Proceeds from short-term borrowings | 1,959 | 3,227 |
Payments on short-term borrowings | (1,959) | (2,950) |
Payments on long-term debt | (1,125) | (1,125) |
Payment of equipment financing obligations | (1,218) | (1,461) |
Repurchase of common stock | (12) | (465) |
Net cash used in financing activities | (2,355) | (2,774) |
Effect of foreign exchange rate changes on cash | 712 | 708 |
Increase in Cash and cash equivalents and restricted cash | 6,664 | 8,715 |
Cash and cash equivalents and restricted cash at beginning of period | 69,054 | 75,104 |
Cash and cash equivalents and restricted cash at end of period | $ 75,718 | $ 83,819 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Disclosures: | ||
Income taxes (received) paid, net | $ (4,746) | $ 1,270 |
Interest paid | 6,198 | 6,404 |
Non-cash investing and financing activities: | ||
Capital expenditures in accounts payable | 6,789 | 4,569 |
Restricted common stock and common stock issued from treasury shares | $ 4,487 | $ 4,127 |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Restricted cash and investments) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Reconciliation of Cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 74,186 | $ 67,487 | $ 82,354 | $ 73,848 |
Restricted cash | 1,532 | 1,567 | 1,465 | 1,256 |
Cash and cash equivalents and restricted cash | $ 75,718 | $ 69,054 | $ 83,819 | $ 75,104 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning balances at Dec. 31, 2020 | $ 315 | $ 820,567 | $ (188,452) | $ (15,841) | $ (14,658) | $ 601,931 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (796) | (796) | ||||
Other comprehensive income | 10,656 | |||||
Share-based compensation | 1,928 | |||||
Share-based payments of business development and integration expenses | 161 | |||||
Other | (1) | |||||
Repurchase of common stock | (465) | |||||
Issuance of restricted common stock and common stock from treasury shares | (4,838) | 4,127 | ||||
Ending balances at Mar. 31, 2021 | 315 | 817,818 | (189,249) | (12,179) | (4,002) | 612,703 |
Beginning balances at Dec. 31, 2021 | 315 | 821,970 | (183,115) | (10,652) | (4,194) | $ 624,324 |
Balance (in shares) at Dec. 31, 2021 | 31,512 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (9,022) | $ (9,022) | ||||
Other comprehensive income | 14,723 | |||||
Share-based compensation | 1,948 | |||||
Share-based payments of business development and integration expenses | 120 | |||||
Other | 1 | |||||
Repurchase of common stock | (12) | |||||
Issuance of restricted common stock and common stock from treasury shares | (5,331) | 4,487 | ||||
Ending balances at Mar. 31, 2022 | $ 315 | $ 818,707 | $ (192,136) | $ (6,177) | $ 10,529 | $ 631,238 |
Balance (in shares) at Mar. 31, 2022 | 31,512 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2022 | |
GENERAL | |
GENERAL | NOTE 1. GENERAL Basis of Presentation The accompanying unaudited consolidated financial statements include the results of operations, financial position and cash flows of US Ecology, Inc. and its wholly-owned subsidiaries. All inter-company balances have been eliminated. Throughout these consolidated financial statements words such as “we,” “us,” “our,” “US Ecology” and “the Company” refer to US Ecology, Inc. and its subsidiaries. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly, in all material respects, the results of the Company for the periods presented. These consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted pursuant to the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2022. The Company’s consolidated balance sheet as of December 31, 2021 has been derived from the Company’s audited consolidated balance sheet as of that date. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements. As it relates to estimates and assumptions in amortization rates and environmental obligations, significant engineering, operations and accounting judgments are required. We review these estimates and assumptions no less than annually. In many circumstances, the ultimate outcome of these estimates and assumptions will not be known for decades into the future. Actual results could differ materially from these estimates and assumptions due to changes in applicable regulations, changes in future operational plans and inherent imprecision associated with estimating environmental impacts far into the future. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU is effective as of March 12, 2020 through December 31, 2022. We will evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. The ASU is currently not expected to have a material impact on our consolidated financial statements. Republic Services, Inc. Merger Agreement On February 8, 2022, we entered into the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) with Republic Services, Inc., a Delaware corporation (“Republic”) and Bronco Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Republic (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Republic. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Merger Agreement filed as Exhibit 2.1 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. On March 30, 2022 the waiting period under Hart Scott-Rodino Anitrust Improvements Act of 1976, as amended, expired with respect to the Merger, and on April 26, 2022 we held a Special Meeting of the stockholders of the Company wherein we received the necessary affirmative vote to consummate the Merger. The transaction is currently expected to close on May 2, 2022. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2022 | |
REVENUES | |
REVENUES | NOTE 2. REVENUES Effective in the second quarter of 2021, we made changes to the manner in which we evaluate revenues associated with our various response-based services, including emergency response, standby services and remediation. As a result, revenues from Emergency Response and Domestic Standby Services, which were formerly presented as discrete service lines, are now combined and presented as a single “Emergency Response” service line and certain revenues formerly classified as Domestic Standby Services are now classified as Remediation. Throughout this Quarterly Report on Form 10-Q, our disaggregated revenues for all periods presented have been recast to reflect these changes. The following table presents our revenue disaggregated by our reportable segments and service lines: Three Months Ended March 31, 2022 Waste Field Energy $s in thousands Solutions Services Waste Total Treatment & Disposal Revenue (1) $ 96,280 $ 10,781 $ 7,104 $ 114,165 Services Revenue: Transportation and Logistics (2) 18,486 7,273 4,384 30,143 Industrial Services (3) — 28,870 972 29,842 Small Quantity Generation (4) — 15,039 — 15,039 Total Waste Management (5) — 10,589 — 10,589 Remediation (6) — 5,360 — 5,360 Emergency Response (7) — 31,416 — 31,416 Other (8) — 2,995 1,431 4,426 Revenue $ 114,766 $ 112,323 $ 13,891 $ 240,980 Three Months Ended March 31, 2021 Waste Field Energy $s in thousands Solutions Services Waste Total Treatment & Disposal Revenue (1) $ 88,060 $ 9,977 $ 3,783 $ 101,820 Services Revenue: Transportation and Logistics (2) 16,082 6,329 1,401 23,812 Industrial Services (3) — 26,256 409 26,665 Small Quantity Generation (4) — 13,052 — 13,052 Total Waste Management (5) — 9,882 — 9,882 Remediation (6) — 11,975 — 11,975 Emergency Response (7) — 37,355 — 37,355 Other (8) — 3,423 635 4,058 Revenue $ 104,142 $ 118,249 $ 6,228 $ 228,619 (1) We categorize our treatment and disposal revenue as either “Base Business” or “Event Business” based on the underlying nature of the revenue source. We define Event Business as non-recurring projects that are expected to equal or exceed 1,000 tons, with Base Business defined as all other business not meeting the definition of Event Business. For the three months ended March 31, 2022 and 2021, 20% and 24% , respectively, of our treatment and disposal revenue was derived from Event Business projects. Base Business revenue accounted for 80% and 76% of our treatment and disposal revenue for the three months ended March 31, 2022 and 2021, respectively. (2) Includes collection and transportation of non-hazardous and hazardous waste. (3) Includes industrial cleaning and maintenance for refineries, chemical plants, steel and automotive plants, marine terminals and refinery services such as tank cleaning and temporary storage. (4) Includes retail services, laboratory packing, less-than-truck-load service and household hazardous waste collection. Contracts for Small Quantity Generation may extend beyond one year and a portion of the transaction price can be fixed. (5) Through our total waste management (“TWM”) program, customers outsource the management of their waste compliance program to us, allowing us to organize and coordinate their waste management disposal activities and environmental compliance. TWM contracts may extend beyond one year and a portion of the transaction price can be fixed. (6) Includes site assessment, onsite treatment, project management and remedial action planning and execution. Contracts for Remediation may extend beyond one year and a portion of the transaction price can be fixed. (7) Includes services such as spill response, waste analysis and treatment and disposal planning as well as government-mandated, commercial standby oil spill compliance solutions and services that we provide to companies that store, transport, produce or handle petroleum and certain nonpetroleum oils on or near U.S. waters. Our standby services customers pay annual retainer fees under long-term or evergreen contracts for access to our regulatory certifications, specialized assets and highly trained personnel. When a customer with a retainer contract experiences a spill incident, we coordinate and manage the spill response, which results in incremental revenue for the services provided, in addition to the retainer fees. (8) Includes equipment rental and other miscellaneous services. We provide services primarily in the United States, Canada and the Europe, Middle East, and Africa (“EMEA”) region. The following table presents our revenue disaggregated by our reportable segments and geographic location where the underlying services were performed: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Waste Field Energy Waste Field Energy $s in thousands Solutions Services Waste Total Solutions Services Waste Total United States $ 97,142 $ 104,440 $ 13,891 $ 215,473 $ 84,474 $ 106,051 $ 6,228 $ 196,753 Canada 17,624 592 — 18,216 19,668 579 — 20,247 EMEA — 6,264 — 6,264 — 10,018 — 10,018 Other (1) — 1,027 — 1,027 — 1,601 — 1,601 Total revenue $ 114,766 $ 112,323 $ 13,891 $ 240,980 $ 104,142 $ 118,249 $ 6,228 $ 228,619 (1) Includes Mexico, Asia Pacific, and Latin America and Caribbean geographical regions. Deferred Revenue We record deferred revenue when cash payments are received, or advance billings are charged, prior to performance of services, such as waste that has been received but not yet treated or disposed. Revenue is recognized when these services are performed. During the three months ended March 31, 2022 and 2021, we recognized $13.5 million and $10.7 million of revenue that was included in the deferred revenue balance at the beginning of each year, respectively. Receivables Our receivables include invoiced and unbilled amounts where the Company has an unconditional right to payment. Principal versus Agent Considerations The Company commonly contracts with third-parties to perform certain waste-related services that we have promised in our customer contracts. We consider ourselves the principal in these arrangements as we direct the timing, nature and pricing of the services ultimately provided by the third-party to the customer. Costs to obtain a contract The Company pays sales commissions to employees, which qualify as costs to obtain a contract. Sales commissions are expensed as incurred as the commissions are earned by the employee and paid by the Company over time as the related revenue is recognized. Other commissions and incremental costs to obtain a contract are not material. Practical Expedients and Optional Exemptions Our payment terms may vary based on type of service or customer; however, we do not adjust the promised amount of consideration in our contracts for the time value of money as payment terms extended to our customers do not exceed one year and are not considered a significant financing component in our contracts. We do not disclose the value of unsatisfied performance obligations as contracts with an original expected length of more than one year and contracts for which we do not recognize revenue at the amount to which we have the right to invoice for services performed is insignificant and the aggregate amount of fixed consideration allocated to unsatisfied performance obligations is not material. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Mar. 31, 2022 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in accumulated other comprehensive income (loss) (“AOCI”) consisted of the following: Foreign Unrealized Gain Currency (Loss) on Interest $s in thousands Translation Rate Hedge Total Balance at December 31, 2021 $ (9,375) $ 5,181 $ (4,194) Other comprehensive income before reclassifications, net of tax 1,469 12,746 14,215 Amounts reclassified out of AOCI, net of tax (1) — 508 508 Other comprehensive income, net 1,469 13,254 14,723 Balance at March 31, 2022 $ (7,906) $ 18,435 $ 10,529 (1) Before-tax reclassifications of $642,000 ($508,000 after-tax) for the three months ended March 31, 2022, were included in Interest expense in the Company’s consolidated statements of operations. Amounts relate to the Company’s interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made or, for terminated swap agreements, amortized to interest expense over the period from termination to original maturity. Amounts in AOCI expected to be reclassified to interest expense over the next 12 months total approximately $1.2 million ($927,000 after-tax). Foreign Unrealized Gain Currency (Loss) on Interest $s in thousands Translation Rate Hedge Total Balance at December 31, 2020 $ (7,870) $ (6,788) $ (14,658) Other comprehensive income before reclassifications, net of tax 1,439 8,323 9,762 Amounts reclassified out of AOCI, net of tax (2) — 894 894 Other comprehensive income, net 1,439 9,217 10,656 Balance at March 31, 2021 $ (6,431) $ 2,429 $ (4,002) (2) Before-tax reclassifications of $1.1 million ($894,000 after-tax) for the three months ended March 31, 2021, were included in Interest expense in the Company’s consolidated statements of operations. Amounts relate to the Company’s interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made or, for terminated swap agreements, amortized to interest expense over the period from termination to original maturity. |
CONCENTRATIONS AND CREDIT RISK
CONCENTRATIONS AND CREDIT RISK | 3 Months Ended |
Mar. 31, 2022 | |
CONCENTRATIONS AND CREDIT RISK | |
CONCENTRATIONS AND CREDIT RISK | NOTE 4. CONCENTRATIONS AND CREDIT RISK Major Customers No customer accounted for more than 10% of total revenue for the three months ended March 31, 2022 or 2021, respectively. No customer accounted for more than 10% of total trade receivables as of March 31, 2022 or December 31, 2021. Credit Risk Concentration We maintain most of our cash and cash equivalents with nationally recognized financial institutions. Substantially all balances are uninsured and are not used as collateral for other obligations. Concentrations of credit risk on accounts receivable are believed to be limited due to the number, diversification and character of the obligors and our credit evaluation process. Credit risk associated with a portion of the Company’s trade receivables may be reduced by our ability to submit claims to the Oil Spill Liability Trust Fund (“OSLTF”) for reimbursement of unpaid customer receivables related to services regulated under the provisions of the Oil Pollution Act of 1990. As of March 31, 2022, the Company did not have any trade receivables that are eligible for submission to the OSLTF for reimbursement. |
RECEIVABLES
RECEIVABLES | 3 Months Ended |
Mar. 31, 2022 | |
RECEIVABLES | |
RECEIVABLES | NOTE 5. RECEIVABLES Receivables consisted of the following: March 31, December 31, $s in thousands 2022 2021 Trade $ 186,906 $ 183,747 Unbilled revenue 60,513 62,029 Other 3,834 7,421 Total receivables 251,253 253,197 Allowance for credit losses (3,020) (3,043) Receivables, net $ 248,233 $ 250,154 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 6. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair value measurements, as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities; ● Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; ● Level 3 - Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash and investments, accounts payable and accrued liabilities, debt and interest rate swap agreements. The estimated fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying value due to the short-term nature of these instruments. In each of September 2019 and March 2021, the Company invested $7.9 million and $712,000, respectively, in the preferred stock of a privately held company. The investment does not have a readily determinable fair value therefore the investment is valued at cost, less impairment, plus or minus observable price changes of an identical or similar investment of the same issuer, if any. In March 2021, in connection with our incremental investment of $712,000, we observed that the fair value of our initial investment of $7.9 million increased by $3.5 million and, accordingly, recognized a gain on our minority interest investment of $3.5 million. The fair value of our minority interest investment is included in Other assets in the Company’s consolidated balance sheets. Changes in the fair value of our minority interest investment are included in Other income in the Company’s consolidated statements of operations. As of March 31, 2022, there have been no other identified events or changes in circumstances that would indicate the cost method investment should be impaired nor have there been any observable price changes of an identical or similar investment of the same issuer. The Company estimates the fair value of its variable-rate debt using Level 2 inputs, such as interest rates, related terms and maturities of similar obligations. At March 31, 2022, the fair value of the Company’s variable rate term loan was estimated to be $438.5 million, and the carrying value of the Company’s variable-rate revolving credit facility approximates fair value due to the short-term nature of the interest rates. The Company’s assets and liabilities measured at fair value on a recurring basis consisted of the following: March 31, 2022 Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (2) 1,597 — — 1,597 Interest rate swap agreement (3) — 21,900 — 21,900 Total $ 1,597 $ 21,900 $ — $ 23,497 December 31, 2021 Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: Fixed-income securities (1) $ 1,695 $ 255 $ — $ 1,950 Money market funds (2) 1,886 — — 1,886 Interest rate swap agreement (3) — 5,022 — 5,022 Total $ 3,581 $ 5,277 $ — $ 8,858 (1) We had short-term investments in fixed-income securities, including U.S. Treasury and U.S. agency securities as of December 31, 2021. We measured the fair value of U.S. Treasury securities using quoted prices for identical assets in active markets. We measured the fair value of U.S. agency securities using observable market activity for similar assets. The fair value of our fixed-income securities approximated our cost basis in the investments. (2) We invest portions of our Cash and cash equivalents and Restricted cash and investments in money market funds. We measure the fair value of these money market fund investments using quoted prices for identical assets in active markets. The portion of Restricted cash and investments that is invested in money market funds is considered restricted cash for purposes of reconciling the beginning-of-year and end-of-year amounts presented in the Company’s consolidated statements of cash flows. (3) In order to manage interest rate exposure, we entered into an interest rate swap agreement in March 2020 that effectively converts a portion of our variable-rate debt to a fixed interest rate. The swap is designated as a highly-effective cash flow hedge, with gains and losses deferred in other comprehensive income to be recognized as an adjustment to interest expense in the same period that the hedged interest payments affect earnings. The interest rate swap has an effective date of March 31, 2020 in an initial notional amount of $500.0 million. The fair value of the interest rate swap agreement represents the difference in the present value of cash flows calculated (i) at the contracted interest rates and (ii) at current market interest rates at the end of the period. We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments. The fair value of the interest rate swap agreement is included in Other assets in the Company’s consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 7. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: March 31, December 31, $s in thousands 2022 2021 Cell development costs $ 204,067 $ 203,217 Land and improvements 74,524 74,298 Buildings and improvements 137,204 138,659 Railcars 17,299 17,299 Vehicles, vessels and other equipment 352,925 350,950 Construction in progress 65,798 54,609 Total property and equipment 851,817 839,032 Accumulated depreciation and amortization (396,776) (382,648) Property and equipment, net $ 455,041 $ 456,384 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $16.9 million and $18.2 million, respectively. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
LEASES | NOTE 8. LEASES We lease certain facilities, office space, land and equipment. Our lease payments are primarily fixed, but also include variable payments that are based on usage of the leased asset. Initial lease terms range from one may one lease up Leases with an initial term of 12 months or less are not recorded on the balance sheet and expense is recognized on a straight-line basis over the lease term. We combine lease and non-lease components in our leases. We use the rate implicit in the lease, when available, to discount lease payments to present value. However, many of our leases do not provide a readily determinable implicit rate and we estimate our incremental borrowing rate to discount payments based on information available at lease commencement. Lease assets and liabilities consisted of the following: March 31, December 31, $s in thousands 2022 2021 Assets: Operating right-of-use assets (1) $ 54,884 $ 43,607 Finance right-of-use assets (2) 15,788 17,290 Total $ 70,672 $ 60,897 Liabilities: Current: Operating (3) $ 17,780 $ 15,799 Finance (4) 4,778 4,969 Long-term: Operating (5) 37,991 28,477 Finance (6) 11,119 12,108 Total $ 71,668 $ 61,353 (1) Included in Operating lease assets in the Company’s consolidated balance sheets. (2) Included in Property and equipment, net in the Company’s consolidated balance sheets. Finance right-of-use assets are recorded net of accumulated amortization of $14.6 million and $13.3 million as of March 31, 2022 and December 31, 2021, respectively. (3) Included in Current portion of operating lease liabilities in the Company’s consolidated balance sheets. (4) Included in Accrued liabilities in the Company’s consolidated balance sheets. (5) Included in Long-term operating lease liabilities in the Company’s consolidated balance sheets. (6) Included in Other long-term liabilities in the Company’s consolidated balance sheets. Lease expense consisted of the following: Three Months Ended March 31, $s in thousands 2022 2021 Operating lease cost (1) $ 5,123 $ 5,296 Finance lease cost: Amortization of leased assets (2) 1,295 1,334 Interest on lease liabilities (3) 265 278 Total $ 6,683 $ 6,908 (1) Included in Direct operating costs and Selling, general, and administrative expenses in the Company’s consolidated statements of operations. Operating lease cost includes short-term leases, excluding expenses relating to leases with a term of one month or less, which are not material. Operating lease cost excludes variable lease costs which are not material. (2) Included in Direct operating costs in the Company’s consolidated statements of operations. (3) Included in Interest expense in the Company’s consolidated statements of operations. Supplemental cash flow information related to our leases is as follows: Three Months Ended March 31, $s in thousands 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,905 $ 5,151 Operating cash flows from finance leases $ 265 $ 278 Financing cash flows from finance leases $ 1,180 $ 1,192 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 16,054 $ 2,074 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 9. GOODWILL AND INTANGIBLE ASSETS Changes in goodwill for the three months ended March 31, 2022 consisted of the following: Waste Solutions Field Services Energy Waste Accumulated Accumulated Accumulated $s in thousands Gross Impairment Gross Impairment Gross Impairment Total Balance at December 31, 2021 $ 166,925 $ (6,870) $ 237,368 $ (19,900) $ 399,503 $ (363,900) $ 413,126 Foreign currency translation 278 — 122 — — — 400 Balance at March 31, 2022 $ 167,203 $ (6,870) $ 237,490 $ (19,900) $ 399,503 $ (363,900) $ 413,526 Intangible assets, net consisted of the following: March 31, 2022 December 31, 2021 Accumulated Accumulated $s in thousands Cost Amortization Net Cost Amortization Net Amortizing intangible assets: Permits, licenses and lease $ 175,299 $ (28,331) $ 146,968 $ 174,959 $ (27,170) $ 147,789 Customer relationships 340,215 (94,542) 245,673 340,065 (87,952) 252,113 Technology - formulae and processes 7,277 (2,628) 4,649 7,166 (2,531) 4,635 Customer backlog 3,652 (2,843) 809 3,652 (2,752) 900 Tradename 10,390 (10,390) — 10,390 (10,390) — Developed software 2,907 (2,552) 355 2,903 (2,475) 428 Non-compete agreements 5,583 (5,256) 327 5,573 (5,211) 362 Internet domain and website 536 (220) 316 536 (213) 323 Database 391 (241) 150 390 (235) 155 Total amortizing intangible assets 546,250 (147,003) 399,247 545,634 (138,929) 406,705 Non-amortizing intangible assets: Permits and licenses 82,744 — 82,744 82,734 — 82,734 Tradename 136 — 136 134 — 134 Total intangible assets $ 629,130 $ (147,003) $ 482,127 $ 628,502 $ (138,929) $ 489,573 Amortization expense for the three months ended March 31, 2022 and 2021 was $7.9 million and $9.1 million, respectively. Foreign intangible asset carrying amounts are affected by foreign currency translation. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
DEBT | |
DEBT | NOTE 10. DEBT Long-term debt consisted of the following: March 31, December 31, $s in thousands 2022 2021 Revolving credit facility $ 303,000 $ 303,000 Term loan 439,875 441,000 Unamortized term loan discount and debt issuance costs (5,231) (5,516) Total debt 737,644 738,484 Current portion of long-term debt (3,359) (3,359) Long-term debt $ 734,285 $ 735,125 Credit Agreement On April 18, 2017, US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.) (“Predecessor US Ecology”), now a wholly-owned subsidiary of the Company, entered into a new senior secured credit agreement (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent for the lenders, swingline lender and issuing lender, and Bank of America, N.A., as an issuing lender, that initially provided for a $500.0 million, five-year revolving credit facility (the “Revolving Credit Facility”). On August 6, 2019, Predecessor US Ecology entered into the first amendment (the “First Amendment”) to the Credit Agreement. Effective November 1, 2019, the First Amendment, among other things, extended the expiration of the Revolving Credit Facility to November 1, 2024, permitted the issuance of a $400.0 million incremental term loan to be used to refinance the indebtedness of NRC and pay related transaction expenses in connection with the NRC Merger, modified the accordion feature allowing Predecessor US Ecology to request up to the greater of (x) $250.0 million and (y) 100% of Consolidated EBITDA (as defined in the Credit Agreement) plus certain additional amounts, increased the sublimit for the issuance of swingline loans to $40.0 million and increased the maximum consolidated total net leverage ratio to 4.00 to 1.00. On November 1, 2019, Predecessor US Ecology entered into the lender joinder agreement and second amendment (the “Second Amendment”) to the Credit Agreement. Effective November 1, 2019, the Second Amendment, among other things, amended the Credit Agreement to increase the capacity for incremental term loans by $50.0 million and provided for Wells Fargo lending $450.0 million in incremental term loans to Predecessor US Ecology to pay off the existing debt of NRC in connection with the NRC Merger, to pay certain fees, costs and expenses incurred in connection with the NRC Merger and to repay outstanding borrowings under the Revolving Credit Facility. The seven-year incremental term loan matures November 1, 2026, requires principal repayment of 1% annually, and bears interest at London Inter-Bank Offered Rate (“LIBOR”) plus 2.25% or a base rate plus 1.25% (with a step-up to LIBOR plus 2.50% or a base rate plus 1.50% in the event that US Ecology credit ratings are not BB (with a stable or better outlook) or better from S&P and Ba2 (with a stable or better outlook) or better from Moody’s). During the three months ended March 31, 2022, the effective interest rate on the term loan, including the impact of the amortization of debt issuance costs, was 2.91%. On June 26, 2020, Predecessor US Ecology entered into the third amendment (the “Third Amendment”) to the Credit Agreement. Among other things, the Third Amendment amended the Credit Agreement to provide a covenant relief period through the earlier of March 31, 2022 and the date Predecessor US Ecology elects to end such covenant relief period pursuant to the terms therein. During the covenant relief period, the Third Amendment increased Predecessor US Ecology’s consolidated total net leverage ratio requirement as of the end of each fiscal quarter to certain ratios above the 4.00 to 1.00 ratio in effect immediately before giving effect to the Third Amendment, subject to compliance with certain restrictions on restricted payments and permitted acquisitions during such covenant relief period. On June 29, 2021, Predecessor US Ecology entered into the fourth amendment (the “Fourth Amendment”) to the Credit Agreement. Among other things, the Fourth Amendment amended the Credit Agreement to extend the maturity date for the existing revolving credit facility to June 29, 2026 (or such earlier date as the revolving credit facility may otherwise terminate pursuant to the terms of the Credit Agreement). The Fourth Amendment also amended the Credit Agreement (i) to extend the existing covenant relief period to end on the earlier of December 31, 2022 and the date Predecessor US Ecology elects to end such covenant relief period pursuant to the terms therein and (ii) to permanently increase Predecessor US Ecology’s consolidated total net leverage ratio requirement as of the end of each fiscal quarter ending on and after December 31, 2022 to 4.50 to 1.00. During the covenant relief period until the fiscal quarter ending December 31, 2022, the Fourth Amendment increased Predecessor US Ecology’s consolidated total net leverage ratio requirement as of the end of each fiscal quarter to certain ratios above the 4.50 to 1.00 ratio otherwise in effect after giving effect to the Fourth Amendment, subject to compliance with certain restrictions on restricted payments and permitted acquisitions during such covenant relief period. Furthermore, after giving effect to the Fourth Amendment and whether or not the covenant relief period is in effect, (i) if the Borrower’s consolidated total net leverage ratio is equal to or greater than 4.00 to 1.00 but less than 4.50 to 1.00, the interest rate on all outstanding borrowings of revolving credit loans under the Credit Agreement will step-up to the LIBOR plus 2.25% or a base rate plus 1.25% and the commitment fee will step-up to 0.375% and (ii) if Predecessor US Ecology’s consolidated total net leverage ratio is greater than 4.50 to 1.00, the interest rate on all outstanding borrowings of revolving credit loans under the Credit Agreement will step-up to LIBOR plus 2.50% or a base rate plus 1.50% and the commitment fee will step-up to 0.40%, in each case, pursuant to the terms of the Credit Agreement. The Fourth Amendment also reset any outstanding usage of certain negative covenant baskets, including baskets in connection with the indebtedness, liens, investments, asset dispositions, restricted payments and affiliate transactions negative covenants. The Revolving Credit Facility provides up to $500.0 million of revolving credit loans or letters of credit with the use of proceeds restricted solely for working capital and other general corporate purposes (including acquisitions and capital expenditures). As modified by the Fourth Amendment, under the Revolving Credit Facility, revolving credit loans are available based on a base rate (as defined in the Credit Agreement) or LIBOR, at the Company’s option, plus an applicable margin which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to Consolidated EBITDA (as defined in the Credit Agreement), as set forth in the table below: Consolidated Total Net Leverage Ratio LIBOR Rate Loans Interest Margin Base Rate Loans Interest Margin Equal to or greater than 4.50 to 1.00 2.50% 1.50% Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 2.25% 1.25% Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 2.00% 1.00% Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 1.75% 0.75% Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 1.50% 0.50% Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 1.25% 0.25% Less than 1.00 to 1.00 1.00% 0.00% During the three months ended March 31, 2022, the effective interest rate on the Revolving Credit Facility, after giving effect to the impact of our interest rate swap and the amortization of the loan discount and debt issuance costs, was 3.94%. Interest only payments are due either quarterly or on the last day of any interest period, as applicable. As modified by the Fourth Amendment, Predecessor US Ecology is required to pay a commitment fee ranging from 0.175% to 0.40% on the average daily unused portion of the Revolving Credit Facility, with such commitment fee to be based upon Predecessor US Ecology’s total net leverage ratio (as defined in the Credit Agreement). At March 31, 2022, there were $303.0 million of revolving credit loans outstanding on the Revolving Credit Facility, which are presented as long-term debt in the consolidated balance sheets. Predecessor US Ecology has entered into a sweep arrangement whereby day-to-day cash requirements in excess of available cash balances are advanced to the Company on an as-needed basis with repayments of these advances automatically made from subsequent deposits to our cash operating accounts (the “Sweep Arrangement”). Total advances outstanding under the Sweep Arrangement are subject to the $40.0 million swingline loan sublimit under the Revolving Credit Facility. Predecessor US Ecology’s revolving credit loans outstanding under the Revolving Credit Facility are not subject to repayment through the Sweep Arrangement. As of March 31, 2022, there were no borrowings outstanding subject to the Sweep Arrangement. As of March 31, 2022, the availability under the Revolving Credit Facility was $27.7 million, subject to our leverage covenant limitation, with $12.2 million of the Revolving Credit Facility issued in the form of standby letters of credit utilized as collateral for closure and post-closure financial assurance and other assurance obligations. Predecessor US Ecology may at any time and from time to time prepay revolving credit loans and swingline loans, in whole or in part, without premium or penalty, subject to the obligation to indemnify each of the lenders against any actual loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan (as defined in the Credit Agreement) or from fees payable to terminate the deposits from which such funds were obtained) with respect to the early termination of any LIBOR Rate Loan. The Credit Agreement provides for mandatory prepayment at any time if the Revolving Credit Outstandings exceed the Revolving Credit Commitment (as such terms are defined in the Credit Agreement), in an amount equal to such excess. Subject to certain exceptions, the Credit Agreement provides for mandatory prepayment upon certain asset dispositions, casualty events and issuances of indebtedness. Predecessor US Ecology’s obligations under the Credit Agreement are (or will be) jointly and severally and fully and unconditionally guaranteed on a senior basis by all of the Company’s existing and certain future domestic subsidiaries and are secured by substantially all of the assets of Predecessor US Ecology and the Company’s existing and certain future domestic subsidiaries (subject to certain exclusions), including 100% of the equity interests of the Company’s domestic subsidiaries and 65% of the voting equity interests of the Company’s directly owned foreign subsidiaries (and 100% of the non-voting equity interests of the Company’s directly owned foreign subsidiaries). The Credit Agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting the ability of the Company to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens. Upon the occurrence of an Event of Default (as defined in the Credit Agreement), among other things, amounts outstanding under the Credit Agreement may be accelerated and the commitments may be terminated. The Credit Agreement also contains as financial maintenance covenants a maximum consolidated total net leverage ratio and a consolidated interest coverage ratio. Except as further modified by the Third Amendment and Fourth Amendment as described above, our consolidated total net leverage ratio as of the last day of each fiscal quarter may not exceed 4.50:1:00. Our consolidated interest coverage ratio as of the last day of any fiscal quarter may not be less than 3.00 to 1.00. At March 31, 2022, we were in compliance with all of the financial covenants in the Credit Agreement. It is currently expected that all outstanding borrowings under the Credit Agreement will be repaid and the Credit Agreement will be terminated in connection with the consummation of the Merger. Interest Rate Swap In March 2020, the Company entered into an interest rate swap agreement with Wells Fargo, effectively fixing the interest rate on $430.0 million, or approximately 58%, of the Revolving Credit Facility and term loan borrowings outstanding as of March 31, 2022. In connection with our entry into the March 2020 interest rate swap, we terminated our existing interest rate swap prior to its scheduled maturity date of June 2021. As the original hedged forecasted transaction (periodic interest payments on our variable-rate debt) remained probable, the $1.8 million net loss related to the terminated swap reported in AOCI at the termination date was amortized as additional interest expense over its original maturity. |
CLOSURE AND POST-CLOSURE OBLIGA
CLOSURE AND POST-CLOSURE OBLIGATIONS | 3 Months Ended |
Mar. 31, 2022 | |
CLOSURE AND POST-CLOSURE OBLIGATIONS | |
CLOSURE AND POST-CLOSURE OBLIGATIONS | NOTE 11. CLOSURE AND POST-CLOSURE OBLIGATIONS Our accrued closure and post-closure liability represent the expected future costs, including corrective actions, associated with closure and post-closure of our operating and non-operating disposal facilities. We record the fair value of our closure and post-closure obligations as a liability in the period in which the regulatory obligation to retire a specific asset is triggered. For our individual landfill cells, the required closure and post-closure obligations under the terms of our permits and our intended operation of the landfill cell are triggered and recorded when the cell is placed into service and waste is initially disposed in the landfill cell. The fair value is based on the total estimated costs to close the landfill cell and perform post-closure activities once the landfill cell has reached capacity and is no longer accepting waste. We perform periodic reviews of both non-operating and operating facilities and revise accruals for estimated closure and post-closure, remediation or other costs as necessary. Recorded liabilities are based on our best estimates of current costs and are updated periodically to include the effects of existing technology, presently enacted laws and regulations, inflation and other economic factors. Changes to closure and post-closure obligations consisted of the following: Three Months Ended $s in thousands March 31, 2022 Closure and post-closure obligations, beginning of period $ 98,920 Accretion expense 1,227 Payments (517) Foreign currency translation 24 Closure and post-closure obligations, end of period 99,654 Less current portion (6,322) Long-term portion $ 93,332 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 12. INCOME TAXES We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the Annual Effective Tax Rate (“AETR”) for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. We used a discrete effective tax rate method to calculate taxes for the three months ended March 31, 2022. We determined that since relatively small changes in estimated “ordinary” income would result in significant changes in the estimated AETR, that the historical method would not provide a reliable estimate for the three months ended March 31, 2022. Income tax benefit for the three months ended March 31, 2022 was $2.0 million, resulting in an effective tax rate of 18.2%. Income tax benefit for the three months ended March 31, 2021 was $1.4 million resulting in an effective tax rate of 64.5%. The decrease in our effective tax rate for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 was primarily due to non-deductible business development costs for the three months ended March 31, 2022, partially offset by a reduction in our state income taxes due to legislation enacted during the three months ended March 31, 2022. Gross unrecognized tax benefits, included in Other long-term liabilities in the consolidated balance sheets, were $269,000 and $256,000 as of March 31, 2022 and December 31, 2021, respectively. The gross unrecognized tax benefits, if recognized by the Company, will result in a reduction of approximately $269,000 to the provision for income taxes. We do not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. Accrued interest and penalties related to unrecognized tax benefits are recorded in Interest expense and Selling, general and administrative expenses, respectively. The total accrued interest related to unrecognized tax benefits as of March 31, 2022 and December 31, 2021 were not significant. There is no accrual for penalties. The Company files income tax returns in the U.S. Federal and various state, local and foreign jurisdictions. The Company is subject to examination by the Internal Revenue Service for tax years beginning in 2018. The 2017 through 2021 state tax returns are subject to examination by state tax authorities. Stablex Canada, Inc. is currently under examination by the Canadian Revenue Agency for years 2018 through 2020. The tax years 2017 through 2021 remain subject to examination in our significant foreign jurisdictions. The Company does not anticipate any material change as a result of any current examinations in progress. |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
LOSS PER SHARE | |
LOSS PER SHARE | NOTE 13. LOSS PER SHARE Three Months Ended March 31, 2022 2021 $s and shares in thousands, except per share amounts Basic Diluted Basic Diluted Net loss $ (9,022) $ (9,022) $ (796) $ (796) Weighted average basic shares outstanding 31,208 31,208 31,104 31,104 Dilutive effect of share-based awards and warrants — — Weighted average diluted shares outstanding 31,208 31,104 Loss per share $ (0.29) $ (0.29) $ (0.03) $ (0.03) Anti-dilutive shares excluded from calculation 4,207 4,369 |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
EQUITY | |
EQUITY | NOTE 14. EQUITY Stock Repurchase Program On June 6, 2020, the Company’s Board of Directors’ authorization to repurchase the Company’s outstanding shares of common stock and warrants under the share repurchase program expired. In the future, the Board of Directors may consider reauthorizing the repurchase program at any time, and the timing of any future repurchases of common stock or warrants will be based upon prevailing market conditions and other factors. The Company may from time to time also consider other options for repurchasing some or all of its warrants, including but not limited to a tender offer for all of the outstanding warrants. Omnibus Incentive Plan On May 27, 2015, the stockholders of Predecessor US Ecology approved the Omnibus Incentive Plan (as amended, “Pre-Merger Omnibus Plan”), which was approved by Predecessor US Ecology’s Board of Directors on April 7, 2015. In connection with the closing of the NRC Merger, the Company assumed the Pre-Merger Omnibus Plan, amended and restated such plan and renamed it the Amended and Restated US Ecology, Inc. Omnibus Incentive Plan (the “Omnibus Plan”) for the purpose of issuing replacement awards to award recipients under the Omnibus Plan pursuant to the NRC Merger Agreement and for the issuance of additional awards in the future. The Omnibus Plan was developed to provide additional incentives through equity ownership in US Ecology and, as a result, encourage employees, consultants and non-employee directors to contribute to our success. The Omnibus Plan provides, among other things, the ability for the Company to grant restricted stock, performance stock, options, stock appreciation rights, restricted stock units, performance stock units and other share-based awards or cash awards to employees, consultants and non-employee directors. The Omnibus Plan expires on March 31, 2031 and authorizes 3,272,000 shares of common stock for grant over the life of the Omnibus Plan. As of March 31, 2022, 1,885,810 shares of common stock remain available for grant under the Omnibus Plan. Subsequent to the approval of the Pre-Merger Omnibus Plan by Predecessor US Ecology in May 2015, we stopped granting equity awards under the American Ecology Corporation 2008 Stock Option Incentive Plan (“Pre-Merger 2008 Stock Option Plan”). However, in connection with the closing of the NRC Merger, the Company assumed the Pre-Merger 2008 Stock Option Plan, amended and restated such plan and renamed it in the Amended and Restated US Ecology, Inc. 2008 Stock Option Incentive Plan (the “2008 Stock Option Plan”) solely for the purpose of issuing replacement awards to award recipients thereunder and remains in effect solely for the settlement of awards granted under such plan and no future grants may be made under such plan. No shares that are reserved but unissued under the 2008 Stock Option Plan or that are outstanding under the 2008 Stock Option Plan and reacquired by the Company for any reason will be available for issuance under the Omnibus Plan. In addition, in connection with the closing of the NRC Merger, the Company assumed the NRC Group Holdings Corp. 2018 Equity Incentive Plan previously maintained by NRC by adopting the Amended and Restated US Ecology, Inc. 2018 Equity and Incentive Compensation Plan solely for the purpose of issuing replacement awards to award recipients thereunder pursuant to the NRC Merger Agreement, and no future grants may be made under such plan. Performance Stock Units (“PSUs”), Restricted Stock and Restricted Stock Units (“RSUs”) On January 3, 2022, the Company granted 62,178 PSUs to certain employees. Each PSU represents the right to receive, on the settlement date, one share of the Company’s common stock. The total number of PSUs each participant is eligible to earn ranges from 0% to 250% of the target number of PSUs granted. The actual number of PSUs that will vest and be settled in shares is determined based on achievement of certain Company financial performance metrics over a one-year performance period beginning January 1, 2022, further adjusted based on total shareholder return relative to a set of peer companies at the end of a three-year performance period beginning January 1, 2022. The fair value of the PSUs estimated on the grant date using a Monte Carlo simulation was $34.65 per unit. Compensation expense is recorded over the awards’ vesting period. Assumptions used in the Monte Carlo simulation to calculate the fair value of the PSUs granted on January 3, 2022 are as follows: 2022 Stock price on grant date $ 31.86 Expected term 3.0 years Expected volatility 40.1 % Risk-free interest rate 1.0 % A summary of our PSU, restricted stock and RSU activity for the three months ended March 31, 2022 is as follows: PSUs Restricted Stock RSUs Weighted Weighted Weighted Average Average Average Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Outstanding as of December 31, 2021 53,385 $ 42.79 110,564 $ 41.85 126,549 $ 36.78 Granted 62,178 34.65 62,178 31.86 81,495 31.86 Vested (589) 54.55 (35,935) 46.65 (57,840) 37.90 Cancelled, expired or forfeited — — — — (2,655) 34.30 Outstanding as of March 31, 2022 114,974 $ 38.33 136,807 $ 36.05 147,549 $ 33.67 During the three months ended March 31, 2022, 589 PSUs vested and PSU holders earned 589 shares of the Company’s common stock. Stock Options A summary of our stock option activity for the three months ended March 31, 2022 is as follows: Weighted Average Exercise Shares Price Outstanding as of December 31, 2021 546,594 $ 44.59 Outstanding as of March 31, 2022 546,594 $ 44.59 Exercisable as of March 31, 2022 386,763 $ 47.16 Treasury Stock During the three months ended March 31, 2022, the Company repurchased 379 shares of the Company’s common stock in connection with the net share settlement of employee withholding taxes due on vested equity awards at an average cost of $31.89 per share and issued 102,193 shares of common stock from our treasury stock in connection with employee equity awards at an average cost of $43.91 per share Warrants At March 31, 2022, there were a total of 3,772,753 warrants outstanding. Each warrant entitles the holder thereof to purchase one share of common stock at a price of $58.67 per share, subject to certain adjustments. The warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will expire at 5:00 p.m. New York City time on October 17, 2023, or earlier upon redemption or liquidation. The warrants are listed on the Nasdaq Capital Market under the symbol “ECOLW”. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption to each warrant holder, if, and only if, the reported last sale price of common stock equals or exceeds $91.84 per share on each of 20 trading days within the 30 trading-day period ending on the business day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of common stock issuable on exercise of the warrants and subject to the satisfaction of certain other requirements. The warrants were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging Distinguishing Liabilities from Equity Dividends The Company did not pay any dividends during the three months ended March 31, 2022 or the three months ended March 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. COMMITMENTS AND CONTINGENCIES Litigation and Regulatory Proceedings In the ordinary course of business, we are involved in judicial and administrative proceedings involving federal, state, provincial or local governmental authorities, including regulatory agencies that oversee and enforce compliance with permits. Fines or penalties may be assessed by our regulators for non-compliance. Actions may also be brought by individuals or groups in connection with permitting of planned facilities, modification or alleged violations of existing permits, or alleged damages suffered from exposure to hazardous substances purportedly released from our operated sites, as well as other litigation. We maintain insurance intended to cover property and damage claims asserted as a result of our operations. Periodically, management reviews and may establish reserves for legal and administrative matters, or other fees expected to be incurred in relation to these matters. In December 2010, National Response Corporation, a subsidiary of NRC acquired by the Company in the NRC Merger, was named as one of many “Dispersant Defendants” in multi-district litigation, arising out of the explosion of the BP Deepwater Horizon (“BP”) oil rig, filed in the U.S. District Court for the Eastern District of Louisiana (“ In re Deepwater Horizon out of or related to BP’s indemnity claims, such liability would be covered by an indemnity by SEACOR Holdings Inc., the former owner of National Response Corporation, in favor of National Response Corporation and its affiliates. On November 17, 2018, an explosion occurred at our Grand View, Idaho facility. The incident severely damaged the facility’s primary waste-treatment building as well as surrounding waste handling, waste storage, maintenance and administrative support structures, resulting in the closure of the entire facility that remained in effect through January 2019. In addition to initiating and conducting our own investigation into the incident, we fully cooperated with the Idaho Department of Environmental Quality, the U.S. Environmental Protection Agency and the Occupational Safety and Health Administration (“OSHA”) to support their comprehensive and independent investigations of the incident. On January 10, 2020, we entered into a settlement agreement with OSHA settling a complaint made by OSHA relating to the incident for $50,000. On January 28, 2020, the Occupational Safety and Health Review Commission issued an order terminating the proceeding relating to such OSHA complaint. We maintain workers’ compensation insurance, business interruption insurance and liability insurance for personal injury, property and casualty damage. We believe that any potential third-party claims associated with the explosion in excess of our deductibles are expected to be resolved primarily through our insurance policies. Although we carry business interruption insurance, a disruption of our business caused by a casualty event, including the full and partial closure of our Grand View, Idaho facility, may result in the loss of business, profits or customers during the time of such closure. Accordingly, our insurance policies may not fully compensate us for these losses. In November 2020, we commenced a lawsuit against the generator and broker of the waste, the treatment of which we believe contributed to the Grand View explosion, seeking damages in connection with the losses suffered as a result of the incident. The Company is actively working with its insurance companies on comprehensive property and business interruption insurance claims related to the incident at our Grand View, Idaho facility. In September 2021, Robert Dell, a Marine Technician for NRC from June 2021 to September 2021, filed a class action complaint against US Ecology in the Alameda Superior Court for the State of California (Robert Dell et. al. v. US Ecology Illinois, Inc., US Ecology, Inc., and US Ecology Vernon, Inc.) alleging the failure by the defendants to pay wages and/or overtime, failure to provide accurate itemized wage statements, and failure to provide meal and rest breaks as required by California law. Further, Mr. Dell has put the Labor & Workforce Development Agency on notice in an effort to exhaust administrative remedies and enable him to bring an additional claim under the California Labor Code Private Attorneys General Act, which permits an employee to assert a claim for violations of certain California Labor Code provisions on behalf of all aggrieved employees to recover statutory penalties. Given the recency of the filing, the Company has not yet filed a response to Mr. Dell’s complaint. The Company believes that Mr. Dell’s claims lack merit and intends to vigorously defend this action. The Company is currently unable to estimate the range of possible losses associated with this proceeding. Commencing on March 15, 2022, purported individual stockholders of US Ecology filed complaints in the United States District Courts for the Southern District of New York, for the Eastern District of New York, and for the Eastern District of Pennsylvania, in the matters captioned Ryan O’Dell v. US Ecology, Inc., et al, No. 22-cv-2131 (S.D.N.Y., filed Mar. 15, 2022) (“O’Dell”), Ray Pizzaro v. US Ecology, Inc., et al, No. 22-cv-02144 (S.D.N.Y., filed Mar. 15, 2022) (“Pizzaro”), Matthew Whitfield v. US Ecology, Inc., et al, No. 22-cv-01515 (E.D.N.Y., filed Mar. 18, 2022) (“Whitfield”), Lewis D. Baker v. US Ecology, Inc., et al, No. 22-cv-01053 (E.D. Pa., filed Mar. 18, 2022) (“Baker”), and Teresa McCurdy v. US Ecology, Inc. et al, No. 22-cv-01685 (E.D.N.Y., filed Mar. 25, 2022) (“McCurdy,” and together, the “Transaction Litigation”). The complaints in the Transaction Litigation named as defendants the Company and the members of the Board. In addition to the Transaction Litigation, the Company received letters from four purported stockholders of the Company demanding additional disclosures related to the sale process leading to the proposed transaction, the Company's financial projections and the analyses performed by the Co-Financial Advisors. The complaints in the Transaction Litigation generally alleged that the preliminary proxy statement filed by US Ecology with the SEC on March 11, 2022, in connection with the Merger Agreement was materially incomplete and misleading by allegedly failing to disclose purportedly material information relating to the sale process leading to the proposed transaction, the Company’s financial projections, and the analyses performed by Barclays Capital, Inc. and Houlihan Lokey Capital, Inc. (collectively, the “Co-Financial Advisors”). Each of the Complaints asserted violations of Section 14(a) of the Exchange Act, Rule 14a-9 promulgated thereunder, and Section 20(a) of the Exchange Act. In addition, the complaint in the Pizzaro action also asserted a claim for breach of fiduciary duty by the members of the Board in connection with the approval of the Merger Agreement and the disclosures in the preliminary proxy statement, and a claim against US Ecology for aiding and abetting the alleged breaches of fiduciary duty. The Transaction Litigation sought, among other things, an injunction of the proposed transaction, rescission of the Merger Agreement, a declaratory judgment that the Company and the Board violated the Exchange Act and Rule 14a-9 promulgated thereunder, damages, plaintiff’s attorneys’ fees and expenses, and any other relief the court may deem just and proper. As of April 25, 2022, plaintiffs in each of the Transaction Litigation matters filed voluntary dismissals of their complaints. It is possible that additional similar complaints could be filed in connection with the proposed transaction. If additional similar complaints are filed, absent new or significantly different allegations, US Ecology will not necessarily disclose such additional complaints or filings Other than as described herein, as of March 31, 2022, we were not a party to any material pending legal proceedings and are not aware of any other claims that could, individually or in the aggregate, have a materially adverse effect on our financial position, results of operations or cash flows. The decision to accrue costs or write-off assets is based on the pertinent facts and our evaluation of present circumstances. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 3 Months Ended |
Mar. 31, 2022 | |
OPERATING SEGMENTS | |
OPERATING SEGMENTS | NOTE 16. OPERATING SEGMENTS Financial Information by Segment Our operations are managed in three reportable segments reflecting our internal management reporting structure and nature of services offered as follows: Waste Solutions (formerly “Environmental Services”) Field Services (formerly “Field & Industrial Services”) Energy Waste The operations not managed through our three reportable segments are recorded as “Corporate.” Corporate selling, general and administrative expenses include typical corporate items of a general nature such as certain labor, information technology, legal, accounting and other expenses not associated with a specific reportable segment. Income taxes are assigned to Corporate, but all other items are included in the segment where they originated. Inter-company transactions have been eliminated from the segment information and are not significant between segments. Summarized financial information of our reportable segments is as follows: Three Months Ended March 31, 2022 Waste Field Energy $s in thousands Solutions Services Waste Corporate Total Revenue $ 114,766 $ 112,323 $ 13,891 $ — $ 240,980 Depreciation, amortization and accretion $ 10,154 $ 10,592 $ 4,434 $ 819 $ 25,999 Capital expenditures $ 11,274 $ 3,480 $ 581 $ 845 $ 16,180 Total assets $ 808,976 $ 725,894 $ 215,495 $ 68,308 $ 1,818,673 Three Months Ended March 31, 2021 Waste Field Energy $s in thousands Solutions Services Waste Corporate Total Revenue $ 104,142 $ 118,249 $ 6,228 $ — $ 228,619 Depreciation, amortization and accretion $ 11,431 $ 11,371 $ 4,965 $ 784 $ 28,551 Capital expenditures $ 8,145 $ 931 $ 283 $ 255 $ 9,614 Total assets $ 789,277 $ 753,209 $ 228,689 $ 51,977 $ 1,823,152 Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) Management uses Adjusted EBITDA as a financial measure to assess segment performance. Adjusted EBITDA is defined as net loss before interest expense, interest income, income tax expense/benefit, depreciation, amortization, share-based compensation, accretion of closure and post-closure liabilities, foreign currency gain/loss, business development and integration expenses and other income/expense. Adjusted EBITDA is a complement to results provided in accordance with GAAP and we believe that such information provides additional useful information to analysts, stockholders and other users to understand the Company’s operating performance. Since Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies. Items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or a substitute for analyzing our results as reported under GAAP. Some of the limitations are: ● Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; ● Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt; ● Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes; ● Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; ● Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and ● Adjusted EBITDA does not reflect our business development and integration expenses. A reconciliation of Net loss to Adjusted EBITDA is as follows: Three Months Ended March 31, $s in thousands 2022 2021 Net loss $ (9,022) $ (796) Income tax benefit (2,014) (1,444) Interest expense 6,821 7,357 Interest income (229) (273) Foreign currency loss 698 371 Other income (177) (3,710) Depreciation and amortization of plant and equipment 16,900 18,234 Amortization of intangible assets 7,872 9,135 Share-based compensation 1,948 1,928 Accretion and non-cash adjustment of closure & post-closure liabilities 1,227 1,182 Business development and integration expenses 5,859 1,220 Adjusted EBITDA $ 29,883 $ 33,204 Adjusted EBITDA, by operating segment, is as follows: Three Months Ended March 31, $s in thousands 2022 2021 Waste Solutions $ 41,418 $ 40,136 Field Services 10,922 17,137 Energy Waste 4,725 1,258 Corporate (27,182) (25,327) Total $ 29,883 $ 33,204 Property and Equipment and Intangible Assets Outside of the United States We provide services primarily in the United States, Canada and the EMEA region. Long-lived assets, comprised of property and equipment and intangible assets net of accumulated depreciation and amortization, by geographic location are as follows: March 31, December 31, $s in thousands 2022 2021 United States $ 846,701 $ 855,200 Canada 66,360 65,437 EMEA 14,802 15,604 Other (1) 9,305 9,716 Total long-lived assets, net $ 937,168 $ 945,957 (1) Includes Mexico, Asia Pacific, and Latin America and Caribbean geographical regions. |
GENERAL (Policies)
GENERAL (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
GENERAL | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the results of operations, financial position and cash flows of US Ecology, Inc. and its wholly-owned subsidiaries. All inter-company balances have been eliminated. Throughout these consolidated financial statements words such as “we,” “us,” “our,” “US Ecology” and “the Company” refer to US Ecology, Inc. and its subsidiaries. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly, in all material respects, the results of the Company for the periods presented. These consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted pursuant to the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2022. The Company’s consolidated balance sheet as of December 31, 2021 has been derived from the Company’s audited consolidated balance sheet as of that date. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements. As it relates to estimates and assumptions in amortization rates and environmental obligations, significant engineering, operations and accounting judgments are required. We review these estimates and assumptions no less than annually. In many circumstances, the ultimate outcome of these estimates and assumptions will not be known for decades into the future. Actual results could differ materially from these estimates and assumptions due to changes in applicable regulations, changes in future operational plans and inherent imprecision associated with estimating environmental impacts far into the future. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU is effective as of March 12, 2020 through December 31, 2022. We will evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. The ASU is currently not expected to have a material impact on our consolidated financial statements. |
Republic Services, Inc. Merger Agreement | Republic Services, Inc. Merger Agreement On February 8, 2022, we entered into the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) with Republic Services, Inc., a Delaware corporation (“Republic”) and Bronco Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Republic (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Republic. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Merger Agreement filed as Exhibit 2.1 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. On March 30, 2022 the waiting period under Hart Scott-Rodino Anitrust Improvements Act of 1976, as amended, expired with respect to the Merger, and on April 26, 2022 we held a Special Meeting of the stockholders of the Company wherein we received the necessary affirmative vote to consummate the Merger. The transaction is currently expected to close on May 2, 2022. |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
REVENUES | |
Schedule of disaggregation of revenues | Three Months Ended March 31, 2022 Waste Field Energy $s in thousands Solutions Services Waste Total Treatment & Disposal Revenue (1) $ 96,280 $ 10,781 $ 7,104 $ 114,165 Services Revenue: Transportation and Logistics (2) 18,486 7,273 4,384 30,143 Industrial Services (3) — 28,870 972 29,842 Small Quantity Generation (4) — 15,039 — 15,039 Total Waste Management (5) — 10,589 — 10,589 Remediation (6) — 5,360 — 5,360 Emergency Response (7) — 31,416 — 31,416 Other (8) — 2,995 1,431 4,426 Revenue $ 114,766 $ 112,323 $ 13,891 $ 240,980 Three Months Ended March 31, 2021 Waste Field Energy $s in thousands Solutions Services Waste Total Treatment & Disposal Revenue (1) $ 88,060 $ 9,977 $ 3,783 $ 101,820 Services Revenue: Transportation and Logistics (2) 16,082 6,329 1,401 23,812 Industrial Services (3) — 26,256 409 26,665 Small Quantity Generation (4) — 13,052 — 13,052 Total Waste Management (5) — 9,882 — 9,882 Remediation (6) — 11,975 — 11,975 Emergency Response (7) — 37,355 — 37,355 Other (8) — 3,423 635 4,058 Revenue $ 104,142 $ 118,249 $ 6,228 $ 228,619 (1) We categorize our treatment and disposal revenue as either “Base Business” or “Event Business” based on the underlying nature of the revenue source. We define Event Business as non-recurring projects that are expected to equal or exceed 1,000 tons, with Base Business defined as all other business not meeting the definition of Event Business. For the three months ended March 31, 2022 and 2021, 20% and 24% , respectively, of our treatment and disposal revenue was derived from Event Business projects. Base Business revenue accounted for 80% and 76% of our treatment and disposal revenue for the three months ended March 31, 2022 and 2021, respectively. (2) Includes collection and transportation of non-hazardous and hazardous waste. (3) Includes industrial cleaning and maintenance for refineries, chemical plants, steel and automotive plants, marine terminals and refinery services such as tank cleaning and temporary storage. (4) Includes retail services, laboratory packing, less-than-truck-load service and household hazardous waste collection. Contracts for Small Quantity Generation may extend beyond one year and a portion of the transaction price can be fixed. (5) Through our total waste management (“TWM”) program, customers outsource the management of their waste compliance program to us, allowing us to organize and coordinate their waste management disposal activities and environmental compliance. TWM contracts may extend beyond one year and a portion of the transaction price can be fixed. (6) Includes site assessment, onsite treatment, project management and remedial action planning and execution. Contracts for Remediation may extend beyond one year and a portion of the transaction price can be fixed. (7) Includes services such as spill response, waste analysis and treatment and disposal planning as well as government-mandated, commercial standby oil spill compliance solutions and services that we provide to companies that store, transport, produce or handle petroleum and certain nonpetroleum oils on or near U.S. waters. Our standby services customers pay annual retainer fees under long-term or evergreen contracts for access to our regulatory certifications, specialized assets and highly trained personnel. When a customer with a retainer contract experiences a spill incident, we coordinate and manage the spill response, which results in incremental revenue for the services provided, in addition to the retainer fees. (8) Includes equipment rental and other miscellaneous services. Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Waste Field Energy Waste Field Energy $s in thousands Solutions Services Waste Total Solutions Services Waste Total United States $ 97,142 $ 104,440 $ 13,891 $ 215,473 $ 84,474 $ 106,051 $ 6,228 $ 196,753 Canada 17,624 592 — 18,216 19,668 579 — 20,247 EMEA — 6,264 — 6,264 — 10,018 — 10,018 Other (1) — 1,027 — 1,027 — 1,601 — 1,601 Total revenue $ 114,766 $ 112,323 $ 13,891 $ 240,980 $ 104,142 $ 118,249 $ 6,228 $ 228,619 (1) Includes Mexico, Asia Pacific, and Latin America and Caribbean geographical regions. |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
Schedule of changes in accumulated other comprehensive income (loss) | Foreign Unrealized Gain Currency (Loss) on Interest $s in thousands Translation Rate Hedge Total Balance at December 31, 2021 $ (9,375) $ 5,181 $ (4,194) Other comprehensive income before reclassifications, net of tax 1,469 12,746 14,215 Amounts reclassified out of AOCI, net of tax (1) — 508 508 Other comprehensive income, net 1,469 13,254 14,723 Balance at March 31, 2022 $ (7,906) $ 18,435 $ 10,529 (1) Before-tax reclassifications of $642,000 ($508,000 after-tax) for the three months ended March 31, 2022, were included in Interest expense in the Company’s consolidated statements of operations. Amounts relate to the Company’s interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made or, for terminated swap agreements, amortized to interest expense over the period from termination to original maturity. Amounts in AOCI expected to be reclassified to interest expense over the next 12 months total approximately $1.2 million ($927,000 after-tax). Foreign Unrealized Gain Currency (Loss) on Interest $s in thousands Translation Rate Hedge Total Balance at December 31, 2020 $ (7,870) $ (6,788) $ (14,658) Other comprehensive income before reclassifications, net of tax 1,439 8,323 9,762 Amounts reclassified out of AOCI, net of tax (2) — 894 894 Other comprehensive income, net 1,439 9,217 10,656 Balance at March 31, 2021 $ (6,431) $ 2,429 $ (4,002) (2) Before-tax reclassifications of $1.1 million ($894,000 after-tax) for the three months ended March 31, 2021, were included in Interest expense in the Company’s consolidated statements of operations. Amounts relate to the Company’s interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made or, for terminated swap agreements, amortized to interest expense over the period from termination to original maturity. |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
RECEIVABLES | |
Schedule of receivables | March 31, December 31, $s in thousands 2022 2021 Trade $ 186,906 $ 183,747 Unbilled revenue 60,513 62,029 Other 3,834 7,421 Total receivables 251,253 253,197 Allowance for credit losses (3,020) (3,043) Receivables, net $ 248,233 $ 250,154 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities measured at fair value on a recurring basis | March 31, 2022 Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (2) 1,597 — — 1,597 Interest rate swap agreement (3) — 21,900 — 21,900 Total $ 1,597 $ 21,900 $ — $ 23,497 December 31, 2021 Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: Fixed-income securities (1) $ 1,695 $ 255 $ — $ 1,950 Money market funds (2) 1,886 — — 1,886 Interest rate swap agreement (3) — 5,022 — 5,022 Total $ 3,581 $ 5,277 $ — $ 8,858 (1) We had short-term investments in fixed-income securities, including U.S. Treasury and U.S. agency securities as of December 31, 2021. We measured the fair value of U.S. Treasury securities using quoted prices for identical assets in active markets. We measured the fair value of U.S. agency securities using observable market activity for similar assets. The fair value of our fixed-income securities approximated our cost basis in the investments. (2) We invest portions of our Cash and cash equivalents and Restricted cash and investments in money market funds. We measure the fair value of these money market fund investments using quoted prices for identical assets in active markets. The portion of Restricted cash and investments that is invested in money market funds is considered restricted cash for purposes of reconciling the beginning-of-year and end-of-year amounts presented in the Company’s consolidated statements of cash flows. (3) In order to manage interest rate exposure, we entered into an interest rate swap agreement in March 2020 that effectively converts a portion of our variable-rate debt to a fixed interest rate. The swap is designated as a highly-effective cash flow hedge, with gains and losses deferred in other comprehensive income to be recognized as an adjustment to interest expense in the same period that the hedged interest payments affect earnings. The interest rate swap has an effective date of March 31, 2020 in an initial notional amount of $500.0 million. The fair value of the interest rate swap agreement represents the difference in the present value of cash flows calculated (i) at the contracted interest rates and (ii) at current market interest rates at the end of the period. We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments. The fair value of the interest rate swap agreement is included in Other assets in the Company’s consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | March 31, December 31, $s in thousands 2022 2021 Cell development costs $ 204,067 $ 203,217 Land and improvements 74,524 74,298 Buildings and improvements 137,204 138,659 Railcars 17,299 17,299 Vehicles, vessels and other equipment 352,925 350,950 Construction in progress 65,798 54,609 Total property and equipment 851,817 839,032 Accumulated depreciation and amortization (396,776) (382,648) Property and equipment, net $ 455,041 $ 456,384 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
Summary of leased assets and liabilities | March 31, December 31, $s in thousands 2022 2021 Assets: Operating right-of-use assets (1) $ 54,884 $ 43,607 Finance right-of-use assets (2) 15,788 17,290 Total $ 70,672 $ 60,897 Liabilities: Current: Operating (3) $ 17,780 $ 15,799 Finance (4) 4,778 4,969 Long-term: Operating (5) 37,991 28,477 Finance (6) 11,119 12,108 Total $ 71,668 $ 61,353 (1) Included in Operating lease assets in the Company’s consolidated balance sheets. (2) Included in Property and equipment, net in the Company’s consolidated balance sheets. Finance right-of-use assets are recorded net of accumulated amortization of $14.6 million and $13.3 million as of March 31, 2022 and December 31, 2021, respectively. (3) Included in Current portion of operating lease liabilities in the Company’s consolidated balance sheets. (4) Included in Accrued liabilities in the Company’s consolidated balance sheets. (5) Included in Long-term operating lease liabilities in the Company’s consolidated balance sheets. (6) Included in Other long-term liabilities in the Company’s consolidated balance sheets. |
Summary of lease cost | Three Months Ended March 31, $s in thousands 2022 2021 Operating lease cost (1) $ 5,123 $ 5,296 Finance lease cost: Amortization of leased assets (2) 1,295 1,334 Interest on lease liabilities (3) 265 278 Total $ 6,683 $ 6,908 (1) Included in Direct operating costs and Selling, general, and administrative expenses in the Company’s consolidated statements of operations. Operating lease cost includes short-term leases, excluding expenses relating to leases with a term of one month or less, which are not material. Operating lease cost excludes variable lease costs which are not material. (2) Included in Direct operating costs in the Company’s consolidated statements of operations. (3) Included in Interest expense in the Company’s consolidated statements of operations. |
Schedule of cash flow supplemental information | Three Months Ended March 31, $s in thousands 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,905 $ 5,151 Operating cash flows from finance leases $ 265 $ 278 Financing cash flows from finance leases $ 1,180 $ 1,192 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 16,054 $ 2,074 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of changes in goodwill | Waste Solutions Field Services Energy Waste Accumulated Accumulated Accumulated $s in thousands Gross Impairment Gross Impairment Gross Impairment Total Balance at December 31, 2021 $ 166,925 $ (6,870) $ 237,368 $ (19,900) $ 399,503 $ (363,900) $ 413,126 Foreign currency translation 278 — 122 — — — 400 Balance at March 31, 2022 $ 167,203 $ (6,870) $ 237,490 $ (19,900) $ 399,503 $ (363,900) $ 413,526 |
Schedule of intangible assets, net | March 31, 2022 December 31, 2021 Accumulated Accumulated $s in thousands Cost Amortization Net Cost Amortization Net Amortizing intangible assets: Permits, licenses and lease $ 175,299 $ (28,331) $ 146,968 $ 174,959 $ (27,170) $ 147,789 Customer relationships 340,215 (94,542) 245,673 340,065 (87,952) 252,113 Technology - formulae and processes 7,277 (2,628) 4,649 7,166 (2,531) 4,635 Customer backlog 3,652 (2,843) 809 3,652 (2,752) 900 Tradename 10,390 (10,390) — 10,390 (10,390) — Developed software 2,907 (2,552) 355 2,903 (2,475) 428 Non-compete agreements 5,583 (5,256) 327 5,573 (5,211) 362 Internet domain and website 536 (220) 316 536 (213) 323 Database 391 (241) 150 390 (235) 155 Total amortizing intangible assets 546,250 (147,003) 399,247 545,634 (138,929) 406,705 Non-amortizing intangible assets: Permits and licenses 82,744 — 82,744 82,734 — 82,734 Tradename 136 — 136 134 — 134 Total intangible assets $ 629,130 $ (147,003) $ 482,127 $ 628,502 $ (138,929) $ 489,573 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
DEBT | |
Schedule of long-term debt | March 31, December 31, $s in thousands 2022 2021 Revolving credit facility $ 303,000 $ 303,000 Term loan 439,875 441,000 Unamortized term loan discount and debt issuance costs (5,231) (5,516) Total debt 737,644 738,484 Current portion of long-term debt (3,359) (3,359) Long-term debt $ 734,285 $ 735,125 |
Schedule of interest margins based on the total net leverage ratio | Consolidated Total Net Leverage Ratio LIBOR Rate Loans Interest Margin Base Rate Loans Interest Margin Equal to or greater than 4.50 to 1.00 2.50% 1.50% Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 2.25% 1.25% Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 2.00% 1.00% Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 1.75% 0.75% Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 1.50% 0.50% Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 1.25% 0.25% Less than 1.00 to 1.00 1.00% 0.00% |
CLOSURE AND POST-CLOSURE OBLI_2
CLOSURE AND POST-CLOSURE OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CLOSURE AND POST-CLOSURE OBLIGATIONS | |
Schedule of changes to reported closure and post closure obligations | Three Months Ended $s in thousands March 31, 2022 Closure and post-closure obligations, beginning of period $ 98,920 Accretion expense 1,227 Payments (517) Foreign currency translation 24 Closure and post-closure obligations, end of period 99,654 Less current portion (6,322) Long-term portion $ 93,332 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
LOSS PER SHARE | |
Schedule of loss per share | Three Months Ended March 31, 2022 2021 $s and shares in thousands, except per share amounts Basic Diluted Basic Diluted Net loss $ (9,022) $ (9,022) $ (796) $ (796) Weighted average basic shares outstanding 31,208 31,208 31,104 31,104 Dilutive effect of share-based awards and warrants — — Weighted average diluted shares outstanding 31,208 31,104 Loss per share $ (0.29) $ (0.29) $ (0.03) $ (0.03) Anti-dilutive shares excluded from calculation 4,207 4,369 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of PSU, restricted stock and RSU activity | PSUs Restricted Stock RSUs Weighted Weighted Weighted Average Average Average Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Outstanding as of December 31, 2021 53,385 $ 42.79 110,564 $ 41.85 126,549 $ 36.78 Granted 62,178 34.65 62,178 31.86 81,495 31.86 Vested (589) 54.55 (35,935) 46.65 (57,840) 37.90 Cancelled, expired or forfeited — — — — (2,655) 34.30 Outstanding as of March 31, 2022 114,974 $ 38.33 136,807 $ 36.05 147,549 $ 33.67 |
Summary of stock option activity | Weighted Average Exercise Shares Price Outstanding as of December 31, 2021 546,594 $ 44.59 Outstanding as of March 31, 2022 546,594 $ 44.59 Exercisable as of March 31, 2022 386,763 $ 47.16 |
PSUs | |
Schedule of assumptions for determining the fair value for PSU awards using Monte Carlo simulation models | 2022 Stock price on grant date $ 31.86 Expected term 3.0 years Expected volatility 40.1 % Risk-free interest rate 1.0 % |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
OPERATING SEGMENTS | |
Summary of financial information of our reportable segments | Three Months Ended March 31, 2022 Waste Field Energy $s in thousands Solutions Services Waste Corporate Total Revenue $ 114,766 $ 112,323 $ 13,891 $ — $ 240,980 Depreciation, amortization and accretion $ 10,154 $ 10,592 $ 4,434 $ 819 $ 25,999 Capital expenditures $ 11,274 $ 3,480 $ 581 $ 845 $ 16,180 Total assets $ 808,976 $ 725,894 $ 215,495 $ 68,308 $ 1,818,673 Three Months Ended March 31, 2021 Waste Field Energy $s in thousands Solutions Services Waste Corporate Total Revenue $ 104,142 $ 118,249 $ 6,228 $ — $ 228,619 Depreciation, amortization and accretion $ 11,431 $ 11,371 $ 4,965 $ 784 $ 28,551 Capital expenditures $ 8,145 $ 931 $ 283 $ 255 $ 9,614 Total assets $ 789,277 $ 753,209 $ 228,689 $ 51,977 $ 1,823,152 |
Reconciliation of Net loss to Adjusted EBITDA and adjusted EBITDA by operating segment | Three Months Ended March 31, $s in thousands 2022 2021 Net loss $ (9,022) $ (796) Income tax benefit (2,014) (1,444) Interest expense 6,821 7,357 Interest income (229) (273) Foreign currency loss 698 371 Other income (177) (3,710) Depreciation and amortization of plant and equipment 16,900 18,234 Amortization of intangible assets 7,872 9,135 Share-based compensation 1,948 1,928 Accretion and non-cash adjustment of closure & post-closure liabilities 1,227 1,182 Business development and integration expenses 5,859 1,220 Adjusted EBITDA $ 29,883 $ 33,204 Adjusted EBITDA, by operating segment, is as follows: Three Months Ended March 31, $s in thousands 2022 2021 Waste Solutions $ 41,418 $ 40,136 Field Services 10,922 17,137 Energy Waste 4,725 1,258 Corporate (27,182) (25,327) Total $ 29,883 $ 33,204 |
Schedule of long-lived assets by geographic location | March 31, December 31, $s in thousands 2022 2021 United States $ 846,701 $ 855,200 Canada 66,360 65,437 EMEA 14,802 15,604 Other (1) 9,305 9,716 Total long-lived assets, net $ 937,168 $ 945,957 (1) Includes Mexico, Asia Pacific, and Latin America and Caribbean geographical regions. |
REVENUES (Details)
REVENUES (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | |
Disaggregation of revenue | ||
Number of reportable segments | segment | 3 | |
Revenue | $ 240,980 | $ 228,619 |
Treatment and disposal | ||
Disaggregation of revenue | ||
Revenue | 114,165 | 101,820 |
Transportation and Logistics | ||
Disaggregation of revenue | ||
Revenue | 30,143 | 23,812 |
Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 29,842 | 26,665 |
Small Quantity Generation | ||
Disaggregation of revenue | ||
Revenue | 15,039 | 13,052 |
Total Waste Management | ||
Disaggregation of revenue | ||
Revenue | 10,589 | 9,882 |
Remediation | ||
Disaggregation of revenue | ||
Revenue | 5,360 | 11,975 |
Emergency Response | ||
Disaggregation of revenue | ||
Revenue | 31,416 | 37,355 |
Other Services | ||
Disaggregation of revenue | ||
Revenue | 4,426 | 4,058 |
Operating Segment | Environmental Services | ||
Disaggregation of revenue | ||
Revenue | 114,766 | 104,142 |
Operating Segment | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 112,323 | 118,249 |
Operating Segment | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 13,891 | 6,228 |
Operating Segment | Treatment and disposal | Environmental Services | ||
Disaggregation of revenue | ||
Revenue | 96,280 | 88,060 |
Operating Segment | Treatment and disposal | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 10,781 | 9,977 |
Operating Segment | Treatment and disposal | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 7,104 | 3,783 |
Operating Segment | Transportation and Logistics | Environmental Services | ||
Disaggregation of revenue | ||
Revenue | 18,486 | 16,082 |
Operating Segment | Transportation and Logistics | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 7,273 | 6,329 |
Operating Segment | Transportation and Logistics | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 4,384 | 1,401 |
Operating Segment | Industrial Services | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 28,870 | 26,256 |
Operating Segment | Industrial Services | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 972 | 409 |
Operating Segment | Small Quantity Generation | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 15,039 | 13,052 |
Operating Segment | Total Waste Management | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 10,589 | 9,882 |
Operating Segment | Remediation | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 5,360 | 11,975 |
Operating Segment | Emergency Response | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 31,416 | 37,355 |
Operating Segment | Other Services | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 2,995 | 3,423 |
Operating Segment | Other Services | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | $ 1,431 | $ 635 |
REVENUES - Treatment and Dispos
REVENUES - Treatment and Disposal Revenue (Details) - Treatment and disposal - T | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Event Business | ||
Disaggregation of revenue | ||
Threshold Tons of Non-recurring projects | 1,000 | |
Revenue (in percent) | 20.00% | 24.00% |
Base Business | ||
Disaggregation of revenue | ||
Revenue (in percent) | 80.00% | 76.00% |
REVENUES - Geography (Details)
REVENUES - Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of revenue | ||
Revenue | $ 240,980 | $ 228,619 |
United States | ||
Disaggregation of revenue | ||
Revenue | 215,473 | 196,753 |
Canada | ||
Disaggregation of revenue | ||
Revenue | 18,216 | 20,247 |
EMEA | ||
Disaggregation of revenue | ||
Revenue | 6,264 | 10,018 |
Other | ||
Disaggregation of revenue | ||
Revenue | 1,027 | 1,601 |
Operating Segment | Environmental Services | ||
Disaggregation of revenue | ||
Revenue | 114,766 | 104,142 |
Operating Segment | Environmental Services | United States | ||
Disaggregation of revenue | ||
Revenue | 97,142 | 84,474 |
Operating Segment | Environmental Services | Canada | ||
Disaggregation of revenue | ||
Revenue | 17,624 | 19,668 |
Operating Segment | Field & Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 112,323 | 118,249 |
Operating Segment | Field & Industrial Services | United States | ||
Disaggregation of revenue | ||
Revenue | 104,440 | 106,051 |
Operating Segment | Field & Industrial Services | Canada | ||
Disaggregation of revenue | ||
Revenue | 592 | 579 |
Operating Segment | Field & Industrial Services | EMEA | ||
Disaggregation of revenue | ||
Revenue | 6,264 | 10,018 |
Operating Segment | Field & Industrial Services | Other | ||
Disaggregation of revenue | ||
Revenue | 1,027 | 1,601 |
Operating Segment | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 13,891 | 6,228 |
Operating Segment | Energy Waste | United States | ||
Disaggregation of revenue | ||
Revenue | $ 13,891 | $ 6,228 |
REVENUES - Practical Expedients
REVENUES - Practical Expedients (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUES | ||
Contract with Customer, Liability, Revenue Recognized | $ 13.5 | $ 10.7 |
Revenue, Practical Expedient, Financing Component | true | |
Revenue, Practical Expedient, Initial Application and Transition, Nonrestatement of Modified Contract | true |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated other comprehensive income (loss) | ||
Beginning balances | $ 624,324 | $ 601,931 |
Ending balances | 631,238 | 612,703 |
Foreign Currency Translation | ||
Accumulated other comprehensive income (loss) | ||
Beginning balances | (9,375) | (7,870) |
Other comprehensive income before reclassifications, net of tax | 1,469 | 1,439 |
Other comprehensive income, net | 1,469 | 1,439 |
Ending balances | (7,906) | (6,431) |
Unrealized Gain (Loss) on Interest Rate Hedge | ||
Accumulated other comprehensive income (loss) | ||
Beginning balances | 5,181 | (6,788) |
Other comprehensive income before reclassifications, net of tax | 12,746 | 8,323 |
Amounts reclassified out of AOCI, net of tax | 508 | 894 |
Other comprehensive income, net | 13,254 | 9,217 |
Ending balances | 18,435 | 2,429 |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated other comprehensive income (loss) | ||
Beginning balances | (4,194) | (14,658) |
Other comprehensive income before reclassifications, net of tax | 14,215 | 9,762 |
Amounts reclassified out of AOCI, net of tax | 508 | 894 |
Other comprehensive income, net | 14,723 | 10,656 |
Ending balances | $ 10,529 | $ (4,002) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) -Reclassifications Line Items (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reclassification adjustments | ||
Interest expense | $ 6,821 | $ 7,357 |
Unrealized Gain (Loss) on Interest Rate Hedge | Interest rate swap agreement | ||
Reclassification adjustments | ||
Amounts in AOCI expected to be recognized over the next 12 months before tax | 1,200 | |
Amounts in AOCI expected to be recognized over the next 12 months, net of taxes | 927 | |
Unrealized Gain (Loss) on Interest Rate Hedge | Interest rate swap agreement | Reclassification out of accumulated other comprehensive income | ||
Reclassification adjustments | ||
Interest expense | 642 | 1,100 |
Interest expense, net of tax | $ 508 | $ 894 |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
RECEIVABLES | ||
Trade | $ 186,906 | $ 183,747 |
Unbilled revenue | 60,513 | 62,029 |
Other | 3,834 | 7,421 |
Total receivables | 251,253 | 253,197 |
Allowance for credit losses | (3,020) | (3,043) |
Receivables, net | $ 248,233 | $ 250,154 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2020 | |
Assets measured at fair value on a recurring basis | ||||||
Minority interest investment | $ (712) | |||||
Initial notional amount | $ 500,000 | |||||
Equity securities without readily determinable fair value | ||||||
Investment in privately held company | $ 7,900 | |||||
Variable rate | $ 438,500 | |||||
Interest rate swap agreement | ||||||
Assets measured at fair value on a recurring basis | ||||||
Initial notional amount | $ 430,000 | |||||
Preferred Stock | ||||||
Equity securities without readily determinable fair value | ||||||
Fair value change | $ 3,500 | |||||
Gain on investment | 3,500 | |||||
Preferred Stock | Other Assets | ||||||
Assets measured at fair value on a recurring basis | ||||||
Minority interest investment | $ (712) | $ (7,900) | ||||
Recurring | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | 23,497 | 8,858 | ||||
Recurring | Interest rate swap agreement | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | 21,900 | 5,022 | ||||
Recurring | Fixed-income securities | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | 1,950 | |||||
Recurring | Money market funds | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | 1,597 | 1,886 | ||||
Recurring | Quoted Prices in Active Markets (Level 1) | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | 1,597 | 3,581 | ||||
Recurring | Quoted Prices in Active Markets (Level 1) | Fixed-income securities | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | 1,695 | |||||
Recurring | Quoted Prices in Active Markets (Level 1) | Money market funds | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | 1,597 | 1,886 | ||||
Recurring | Other Observable Inputs (Level 2) | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | 21,900 | 5,277 | ||||
Recurring | Other Observable Inputs (Level 2) | Interest rate swap agreement | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | $ 21,900 | 5,022 | ||||
Recurring | Other Observable Inputs (Level 2) | Fixed-income securities | ||||||
Assets measured at fair value on a recurring basis | ||||||
Assets fair value disclosure | $ 255 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |||
Total property and equipment | $ 851,817 | $ 839,032 | |
Accumulated depreciation and amortization | (396,776) | (382,648) | |
Property and equipment, net | 455,041 | 456,384 | |
Depreciation and amortization of plant and equipment | 16,900 | $ 18,234 | |
Cell development costs | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 204,067 | 203,217 | |
Land and improvements | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 74,524 | 74,298 | |
Buildings and improvements | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 137,204 | 138,659 | |
Railcars | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 17,299 | 17,299 | |
Vehicles, vessels and other equipment | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 352,925 | 350,950 | |
Construction in progress | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | $ 65,798 | $ 54,609 |
LEASES (Details)
LEASES (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Operating lease - existence of option to renew | true |
Finance lease - existence of option to renew | true |
Minimum | |
Leases | |
Operating lease - term | 1 year |
Finance lease - term | 1 year |
Maximum | |
Leases | |
Operating lease - term | 15 years |
Operating lease - renewal term | 40 years |
Finance lease - term | 15 years |
Finance lease - renewal term | 40 years |
LEASES - Leased assets and liab
LEASES - Leased assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Operating right-of-use assets | $ 54,884 | $ 43,607 |
Finance right-of-use lease assets | 15,788 | 17,290 |
Total | 70,672 | 60,897 |
Finance leased assets - accumulated amortization | 14,600 | 13,300 |
Liabilities: | ||
Operating lease, current | 17,780 | 15,799 |
Finance lease, current | $ 4,778 | $ 4,969 |
Finance Lease, Liability, Current | Accrued liabilities | Accrued liabilities |
Long-term operating lease liabilities | $ 37,991 | $ 28,477 |
Finance lease, long term | $ 11,119 | $ 12,108 |
Finance Lease, Liability, Noncurrent | Other long-term liabilities | Other long-term liabilities |
Total | $ 71,668 | $ 61,353 |
LEASES - Lease cost (Details)
LEASES - Lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease cost | ||
Operating lease cost | $ 5,123 | $ 5,296 |
Amortization of leased assets | 1,295 | 1,334 |
Interest on lease liabilities | 265 | 278 |
Total | $ 6,683 | $ 6,908 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
LEASES | ||
Operating cash flows from operating leases | $ 4,905 | $ 5,151 |
Operating cash flows from finance leases | 265 | 278 |
Financing cash flows from finance leases | 1,180 | 1,192 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 16,054 | $ 2,074 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Changes in goodwill | |
Balance at the beginning of the period | $ 413,126 |
Foreign currency translation | 400 |
Balance at the end of the period | 413,526 |
Environmental Services | |
Changes in goodwill | |
Balance at the beginning of the period | 166,925 |
Foreign currency translation | 278 |
Balance at the end of the period | 167,203 |
Accumulated Impairment | |
Accumulated impairment at the beginning | (6,870) |
Accumulated impairment at the ending | (6,870) |
Energy Waste | |
Changes in goodwill | |
Balance at the beginning of the period | 399,503 |
Balance at the end of the period | 399,503 |
Accumulated Impairment | |
Accumulated impairment at the beginning | (363,900) |
Accumulated impairment at the ending | (363,900) |
Field & Industrial Services | |
Changes in goodwill | |
Balance at the beginning of the period | 237,368 |
Foreign currency translation | 122 |
Balance at the end of the period | 237,490 |
Accumulated Impairment | |
Accumulated impairment at the beginning | (19,900) |
Accumulated impairment at the ending | $ (19,900) |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Intangible Assets | |||
Amortizing intangible assets, Cost | $ 546,250 | $ 545,634 | |
Accumulated amortization | (147,003) | (138,929) | |
Amortizing intangible assets, Net | 399,247 | 406,705 | |
Total intangible assets, cost | 629,130 | 628,502 | |
Total intangible assets, net | 482,127 | 489,573 | |
Goodwill | 413,526 | 413,126 | |
Amortization of intangible assets | 7,872 | $ 9,135 | |
Permits and license | |||
Intangible Assets | |||
Non-amortizing intangible assets | 82,744 | 82,734 | |
Tradename | |||
Intangible Assets | |||
Non-amortizing intangible assets | 136 | 134 | |
Permits, licenses and lease | |||
Intangible Assets | |||
Amortizing intangible assets, Cost | 175,299 | 174,959 | |
Accumulated amortization | (28,331) | (27,170) | |
Amortizing intangible assets, Net | 146,968 | 147,789 | |
Customer relationships | |||
Intangible Assets | |||
Amortizing intangible assets, Cost | 340,215 | 340,065 | |
Accumulated amortization | (94,542) | (87,952) | |
Amortizing intangible assets, Net | 245,673 | 252,113 | |
Technology - Formulae and processes | |||
Intangible Assets | |||
Amortizing intangible assets, Cost | 7,277 | 7,166 | |
Accumulated amortization | (2,628) | (2,531) | |
Amortizing intangible assets, Net | 4,649 | 4,635 | |
Customer backlog | |||
Intangible Assets | |||
Amortizing intangible assets, Cost | 3,652 | 3,652 | |
Accumulated amortization | (2,843) | (2,752) | |
Amortizing intangible assets, Net | 809 | 900 | |
Tradename | |||
Intangible Assets | |||
Amortizing intangible assets, Cost | 10,390 | 10,390 | |
Accumulated amortization | (10,390) | (10,390) | |
Developed software | |||
Intangible Assets | |||
Amortizing intangible assets, Cost | 2,907 | 2,903 | |
Accumulated amortization | (2,552) | (2,475) | |
Amortizing intangible assets, Net | 355 | 428 | |
Non-compete agreements | |||
Intangible Assets | |||
Amortizing intangible assets, Cost | 5,583 | 5,573 | |
Accumulated amortization | (5,256) | (5,211) | |
Amortizing intangible assets, Net | 327 | 362 | |
Internet domain and website | |||
Intangible Assets | |||
Amortizing intangible assets, Cost | 536 | 536 | |
Accumulated amortization | (220) | (213) | |
Amortizing intangible assets, Net | 316 | 323 | |
Database | |||
Intangible Assets | |||
Amortizing intangible assets, Cost | 391 | 390 | |
Accumulated amortization | (241) | (235) | |
Amortizing intangible assets, Net | 150 | 155 | |
Field & Industrial Services | |||
Intangible Assets | |||
Goodwill | $ 237,490 | $ 237,368 |
DEBT - Schedule (Details)
DEBT - Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 06, 2019 |
Long-term debt | |||
Unamortized term loan discount and debt issuance costs | $ (5,231) | $ (5,516) | |
Total debt | 737,644 | 738,484 | |
Current portion of long-term debt | (3,359) | (3,359) | |
Long-term debt | 734,285 | 735,125 | |
Credit agreement | |||
Long-term debt | |||
Loan amount | 303,000 | 303,000 | |
Term Loan | |||
Long-term debt | |||
Loan amount | $ 439,875 | $ 441,000 | $ 400,000 |
DEBT - Paragraph (Details)
DEBT - Paragraph (Details) $ in Thousands | Jun. 29, 2021 | Jun. 26, 2020 | Nov. 01, 2019USD ($) | Aug. 06, 2019USD ($) | Apr. 18, 2017USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
DEBT | ||||||||
Notional amount | $ 500,000 | |||||||
Interest rate swap agreement | ||||||||
DEBT | ||||||||
Notional amount | $ 430,000 | |||||||
Percentage of outstanding debt | 58.00% | |||||||
Net loss related to terminated swap | $ 1,800 | |||||||
Credit agreement | ||||||||
DEBT | ||||||||
Maximum borrowing capacity | $ 500,000 | |||||||
Contractual term | 5 years | |||||||
Accordion feature | $ 250,000 | |||||||
Amount outstanding | $ 303,000 | |||||||
Effective interest rate (as a percent) | 3.94% | |||||||
Loan amount | $ 303,000 | $ 303,000 | ||||||
Availability for borrowings under line of credit | $ 27,700 | |||||||
Voting equity interest in foreign subsidiaries pledged as security (as a percent) | 65.00% | |||||||
Non-voting equity interest in foreign subsidiaries pledged as security (as a percent) | 100.00% | |||||||
Equity interest in domestic subsidiaries pledged as security (as a percent) | 100.00% | |||||||
Percentage of EBITDA plus certain additional amounts used to determine additional borrowing capacity | 100.00% | |||||||
Total leverage ratio | 4 | 4 | ||||||
Credit agreement | Minimum | ||||||||
DEBT | ||||||||
Commitment fee (as a percent) | 0.175% | |||||||
Credit agreement | Maximum | ||||||||
DEBT | ||||||||
Commitment fee (as a percent) | 0.40% | |||||||
Credit Agreement, Letter Of Credit | ||||||||
DEBT | ||||||||
Line of credit issued in the form of a standby letters of credit | $ 12,200 | |||||||
Credit Agreement, Swingline Loans | ||||||||
DEBT | ||||||||
Maximum borrowing capacity | $ 40,000 | |||||||
Credit Agreement, Swingline Loans | Sweep Arrangements | ||||||||
DEBT | ||||||||
Maximum borrowing capacity | 40,000 | |||||||
Amount outstanding | 0 | |||||||
Term Loan | ||||||||
DEBT | ||||||||
Maximum borrowing capacity | $ 450,000 | |||||||
Contractual term | 7 years | |||||||
Loan amount | $ 400,000 | $ 439,875 | $ 441,000 | |||||
Increase in capacity | $ 50,000 | |||||||
Required annual principal repayment (as a percent) | 1.00% | |||||||
Effective interest rate (as a percent) | 2.91% | |||||||
Term Loan | Maximum | ||||||||
DEBT | ||||||||
Commitment fee (as a percent) | 0.375% | |||||||
Term Loan | LIBOR | ||||||||
DEBT | ||||||||
Percentage points added to the reference rate | 2.25% | 2.25% | ||||||
Term Loan | Base rate | ||||||||
DEBT | ||||||||
Percentage points added to the reference rate | 1.25% | 1.25% |
DEBT - Loan Interest Margin (De
DEBT - Loan Interest Margin (Details) | Jun. 29, 2021 | Nov. 01, 2019 | Apr. 18, 2017 | Mar. 31, 2022 |
Credit agreement | ||||
DEBT | ||||
Minimum consolidated senior secured leverage ratio | 3 | |||
Maximum consolidated senior secured leverage ratio | 4.50 | |||
Credit agreement | Maximum | ||||
DEBT | ||||
Commitment fee (as a percent) | 0.40% | |||
Credit agreement | Equal to or greater than 4.50 to 1.00 | ||||
DEBT | ||||
Minimum consolidated senior secured leverage ratio | 4.50 | 4.50 | ||
Credit agreement | Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 | ||||
DEBT | ||||
Minimum consolidated senior secured leverage ratio | 4 | 4 | ||
Maximum consolidated senior secured leverage ratio | 4.50 | 4.50 | ||
Credit agreement | Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 | ||||
DEBT | ||||
Minimum consolidated senior secured leverage ratio | 3.25 | |||
Maximum consolidated senior secured leverage ratio | 4 | |||
Credit agreement | Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 | ||||
DEBT | ||||
Minimum consolidated senior secured leverage ratio | 2.50 | |||
Maximum consolidated senior secured leverage ratio | 3.25 | |||
Credit agreement | Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 | ||||
DEBT | ||||
Minimum consolidated senior secured leverage ratio | 1.75 | |||
Maximum consolidated senior secured leverage ratio | 2.50 | |||
Credit agreement | Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 | ||||
DEBT | ||||
Minimum consolidated senior secured leverage ratio | 1 | |||
Maximum consolidated senior secured leverage ratio | 1.75 | |||
Credit agreement | Less than 1.00 to 1.00 | ||||
DEBT | ||||
Maximum consolidated senior secured leverage ratio | 1 | |||
Credit agreement | LIBOR | Equal to or greater than 4.50 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 2.50% | |||
Credit agreement | LIBOR | Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 2.25% | |||
Credit agreement | LIBOR | Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 2.00% | |||
Credit agreement | LIBOR | Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.75% | |||
Credit agreement | LIBOR | Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.50% | |||
Credit agreement | LIBOR | Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.25% | |||
Credit agreement | LIBOR | Less than 1.00 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.00% | |||
Credit agreement | Base rate | Equal to or greater than 4.50 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.50% | |||
Credit agreement | Base rate | Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.25% | |||
Credit agreement | Base rate | Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.00% | |||
Credit agreement | Base rate | Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 0.75% | |||
Credit agreement | Base rate | Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 0.50% | |||
Credit agreement | Base rate | Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 0.25% | |||
Credit agreement | Base rate | Less than 1.00 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 0.00% | |||
Term Loan | Maximum | ||||
DEBT | ||||
Commitment fee (as a percent) | 0.375% | |||
Term Loan | Equal to or greater than 4.50 to 1.00 | Maximum | ||||
DEBT | ||||
Commitment fee (as a percent) | 0.40% | |||
Term Loan | LIBOR | ||||
DEBT | ||||
Percentage points added to the reference rate | 2.25% | 2.25% | ||
Term Loan | LIBOR | Equal to or greater than 4.50 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 2.50% | |||
Term Loan | LIBOR | Step Up Rate Based On Credit Ratings | ||||
DEBT | ||||
Percentage points added to the reference rate | 2.50% | |||
Term Loan | Base rate | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.25% | 1.25% | ||
Term Loan | Base rate | Equal to or greater than 4.50 to 1.00 | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.50% | |||
Term Loan | Base rate | Step Up Rate Based On Credit Ratings | ||||
DEBT | ||||
Percentage points added to the reference rate | 1.50% |
DEBT - Leverage Ratio (Details)
DEBT - Leverage Ratio (Details) | Jun. 26, 2020 | Aug. 06, 2019 |
Credit agreement | ||
DEBT | ||
Total leverage ratio | 4 | 4 |
CLOSURE AND POST-CLOSURE OBLI_3
CLOSURE AND POST-CLOSURE OBLIGATIONS - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Changes to reported closure and post-closure obligations | |||
Closure and post-closure obligations, beginning of year | $ 98,920 | ||
Accretion expense | 1,227 | $ 1,182 | |
Payments | (517) | ||
Foreign currency translation | 24 | ||
Closure and post-closure obligations, end of year | 99,654 | ||
Less current portion | (6,322) | $ (5,771) | |
Long-term portion | $ 93,332 | $ 93,149 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
INCOME TAXES | |||
Income tax benefit | $ (2,014,000) | $ (1,444,000) | |
Effective tax rate (as a percent) | 18.20% | 64.50% | |
Unrecognized Tax Benefits | $ 269,000 | $ 256,000 | |
Possible reduction in the provision for income taxes if the unrecognized tax benefits were recognized | 269,000 | ||
Penalties accrued on unrecognized tax benefits | $ 0 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
LOSS PER SHARE | ||
Net loss | $ (9,022) | $ (796) |
Basic | ||
Weighted average basic shares outstanding | 31,208 | 31,104 |
Loss per share (in dollars per share) | $ (0.29) | $ (0.03) |
Diluted | ||
Net loss, diluted | $ (9,022) | $ (796) |
Weighted average diluted shares outstanding | 31,208 | 31,104 |
Loss per share (in dollars per share) | $ (0.29) | $ (0.03) |
Anti-dilutive shares excluded from calculation | 4,207 | 4,369 |
EQUITY - Omnibus Incentive Plan
EQUITY - Omnibus Incentive Plan (Details) - Omnibus Plan - shares | Mar. 31, 2022 | May 27, 2015 |
Stock-Based Compensation Plans | ||
Number of shares authorized for grant | 3,272,000 | |
Number of shares available for future grant | 1,885,810 | |
Number of shares outstanding | 0 |
EQUITY - PSUs, Restricted Stock
EQUITY - PSUs, Restricted Stock and RSU (Details) - USD ($) | Jan. 03, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Assumptions used in Monte Carlo simulation | |||
Common stock, shares issued | 31,512,000 | 31,512,000 | |
PSUs | |||
Stock-Based Compensation Plans | |||
Number of common shares each PSU represents (in shares) | 1 | ||
Shares | |||
Outstanding at the beginning of the year (in shares) | 53,385 | ||
Granted (in shares) | 62,178 | 62,178 | |
Vested (in shares) | (589) | ||
Outstanding at the end of the year (in shares) | 114,974 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 42.79 | ||
Granted (in dollars per share) | 34.65 | ||
Vested (in dollars per share) | 54.55 | ||
Outstanding at the end of the period (in dollars per share) | $ 38.33 | ||
Additional disclosures | |||
Total fair value of restricted stock vested | $ 34.65 | ||
Assumptions used in Monte Carlo simulation | |||
Stock price on grant date | $ 31.86 | ||
Expected term (years) | 3 years | ||
Expected volatility (as a percent) | 40.10% | ||
Risk-free interest rate (as a percent) | 1.00% | ||
Common stock, shares issued | 589 | ||
PSUs | Minimum | |||
Stock-Based Compensation Plans | |||
Percentage payout rate | 0.00% | ||
PSUs | Maximum | |||
Stock-Based Compensation Plans | |||
Percentage payout rate | 250.00% | ||
PSUs | Performance requirement one | |||
Stock-Based Compensation Plans | |||
Vesting period | 1 year | ||
PSUs | Performance requirement two | |||
Stock-Based Compensation Plans | |||
Vesting period | 3 years | ||
Restricted stock | |||
Shares | |||
Outstanding at the beginning of the year (in shares) | 110,564 | ||
Granted (in shares) | 62,178 | ||
Vested (in shares) | (35,935) | ||
Outstanding at the end of the year (in shares) | 136,807 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 41.85 | ||
Granted (in dollars per share) | 31.86 | ||
Vested (in dollars per share) | 46.65 | ||
Outstanding at the end of the period (in dollars per share) | $ 36.05 | ||
RSUs | |||
Shares | |||
Outstanding at the beginning of the year (in shares) | 126,549 | ||
Granted (in shares) | 81,495 | ||
Vested (in shares) | (57,840) | ||
Cancelled, expired or forfeited (in shares) | (2,655) | ||
Outstanding at the end of the year (in shares) | 147,549 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 36.78 | ||
Granted (in dollars per share) | 31.86 | ||
Vested (in dollars per share) | 37.90 | ||
Cancelled, expired or forfeited (in dollars per share) | 34.30 | ||
Outstanding at the end of the period (in dollars per share) | $ 33.67 |
EQUITY - Stock Options (Details
EQUITY - Stock Options (Details) - Stock options - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Shares | ||
Outstanding (in shares) | 546,594 | 546,594 |
Exercisable at the end of the period (in shares) | 386,763 | |
Weighted Average Exercise Price | ||
Outstanding (in dollars per share) | $ 44.59 | $ 44.59 |
Exercisable at the end of the period (in dollars per share) | $ 47.16 |
EQUITY - Treasury Stock (Detail
EQUITY - Treasury Stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Dividends | ||
Dividends paid per share (in dollars per share) | $ 0 | $ 0 |
Share repurchase program related to net share settlement | ||
Treasury Stock | ||
Repurchase of common stock (in shares) | 379 | |
Average cost of repurchase (in dollars per share) | $ 31.89 | |
Restricted stock | Omnibus Plan | ||
Treasury Stock | ||
Issuance of restricted stock from treasury stock (in shares) | 102,193 | |
Average cost (in dollars per share) | $ 43.91 |
EQUITY - Warrants (Details)
EQUITY - Warrants (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Warrants | |
Number of warrants (in shares) | shares | 3,772,753 |
Number of shares each warrant is entitled to purchase | shares | 1 |
Exercise price | $ 58.67 |
Redemption price of warrants | $ 0.01 |
Minimum number of day for written prior notice for redemption | 30 days |
Share price of common stock required for redemption | $ 91.84 |
Number of trading days share price equals or exceeds required price within 30 consecutive trading days for redemption | 20 days |
Number of consecutive trading days | 30 days |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Litigation and Regulatory Proceedings (Details) | Jan. 10, 2020USD ($) |
Occupational Safety and Health Review Commission | |
Litigation and Regulatory Proceedings | |
Settlement | $ 50,000 |
OPERATING SEGMENTS - Summarized
OPERATING SEGMENTS - Summarized Financial Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
OPERATING SEGMENTS | |||
Number of reportable segments | segment | 3 | ||
Revenue | $ 240,980 | $ 228,619 | |
Depreciation, amortization and accretion | 25,999 | 28,551 | |
Capital expenditures | 16,180 | 9,614 | |
Total assets | 1,818,673 | 1,823,152 | $ 1,805,398 |
Corporate | |||
OPERATING SEGMENTS | |||
Depreciation, amortization and accretion | 819 | 784 | |
Capital expenditures | 845 | 255 | |
Total assets | 68,308 | 51,977 | |
Environmental Services | Operating Segment | |||
OPERATING SEGMENTS | |||
Revenue | 114,766 | 104,142 | |
Depreciation, amortization and accretion | 10,154 | 11,431 | |
Capital expenditures | 11,274 | 8,145 | |
Total assets | 808,976 | 789,277 | |
Field & Industrial Services | Operating Segment | |||
OPERATING SEGMENTS | |||
Revenue | 112,323 | 118,249 | |
Depreciation, amortization and accretion | 10,592 | 11,371 | |
Capital expenditures | 3,480 | 931 | |
Total assets | 725,894 | 753,209 | |
Energy Waste | Operating Segment | |||
OPERATING SEGMENTS | |||
Revenue | 13,891 | 6,228 | |
Depreciation, amortization and accretion | 4,434 | 4,965 | |
Capital expenditures | 581 | 283 | |
Total assets | $ 215,495 | $ 228,689 |
OPERATING SEGMENTS - Reconcilia
OPERATING SEGMENTS - Reconciliation of EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reconciliation of Net Income to Adjusted EBITDA | ||
Net loss | $ (9,022) | $ (796) |
Income tax benefit | (2,014) | (1,444) |
Interest expense | 6,821 | 7,357 |
Interest income | (229) | (273) |
Foreign currency loss | 698 | 371 |
Other income | (177) | (3,710) |
Depreciation and amortization of plant and equipment | 16,900 | 18,234 |
Amortization of intangibles assets | 7,872 | 9,135 |
Share-based compensation | 1,948 | 1,928 |
Accretion and non-cash adjustment of closure & post-closure liabilities | 1,227 | 1,182 |
Business development and integration expenses | 5,859 | 1,220 |
Adjusted EBITDA | 29,883 | 33,204 |
Operating Segment | Environmental Services | ||
Reconciliation of Net Income to Adjusted EBITDA | ||
Adjusted EBITDA | 41,418 | 40,136 |
Operating Segment | Field & Industrial Services | ||
Reconciliation of Net Income to Adjusted EBITDA | ||
Adjusted EBITDA | 10,922 | 17,137 |
Operating Segment | Energy Waste | ||
Reconciliation of Net Income to Adjusted EBITDA | ||
Adjusted EBITDA | 4,725 | 1,258 |
Corporate | ||
Reconciliation of Net Income to Adjusted EBITDA | ||
Adjusted EBITDA | $ (27,182) | $ (25,327) |
OPERATING SEGMENTS - Revenue an
OPERATING SEGMENTS - Revenue and Long-lived Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | $ 937,168 | $ 945,957 |
United States | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | 846,701 | 855,200 |
Canada | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | 66,360 | 65,437 |
EMEA | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | 14,802 | 15,604 |
Other | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | $ 9,305 | $ 9,716 |