Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-34223 | |
Entity Registrant Name | CLEAN HARBORS, INC | |
Entity Incorporation, State or Country Code | MA | |
Entity Tax Identification Number | 04-2997780 | |
Entity Address, Address Line One | 42 Longwater Drive | |
Entity Address, City or Town | Norwell | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02061-9149 | |
City Area Code | 781 | |
Local Phone Number | 792-5000 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | CLH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,412,116 | |
Entity Central Index Key | 0000822818 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 646,663 | $ 519,101 |
Short-term marketable securities | 64,844 | 51,857 |
Accounts receivable, net of allowances aggregating $41,807 and $44,749, respectively | 703,199 | 611,534 |
Unbilled accounts receivable | 69,912 | 55,681 |
Inventories and supplies | 228,682 | 220,498 |
Prepaid expenses and other current assets | 70,864 | 67,051 |
Total current assets | 1,784,164 | 1,525,722 |
Property, plant and equipment, net | 1,508,356 | 1,525,298 |
Other assets: | ||
Operating lease right-of-use assets | 137,429 | 150,341 |
Goodwill | 543,028 | 527,023 |
Permits and other intangibles, net | 366,497 | 386,620 |
Other | 14,825 | 16,516 |
Total other assets | 1,061,779 | 1,080,500 |
Total assets | 4,354,299 | 4,131,520 |
Current liabilities: | ||
Current portion of long-term debt | 7,535 | 7,535 |
Accounts payable | 286,565 | 195,878 |
Deferred revenue | 86,589 | 74,066 |
Accrued expenses and other current liabilities | 299,427 | 295,823 |
Current portion of closure, post-closure and remedial liabilities | 23,288 | 26,093 |
Current portion of operating lease liabilities | 36,497 | 36,750 |
Total current liabilities | 739,901 | 636,145 |
Other liabilities: | ||
Closure and post-closure liabilities, less current portion of $10,219 and $13,903, respectively | 82,809 | 74,023 |
Remedial liabilities, less current portion of $13,069 and $12,190, respectively | 97,747 | 102,623 |
Long-term debt, less current portion | 1,546,284 | 1,549,641 |
Operating lease liabilities, less current portion | 102,093 | 114,258 |
Deferred tax liabilities | 231,663 | 230,097 |
Other long-term liabilities | 90,242 | 83,182 |
Total other liabilities | 2,150,838 | 2,153,824 |
Commitments and contingent liabilities (See Note 16) | ||
Stockholders’ equity: | ||
Authorized 80,000,000 shares; issued and outstanding 54,409,894 and 54,772,696 shares, respectively | 544 | 548 |
Additional paid-in capital | 539,747 | 582,749 |
Accumulated other comprehensive loss | (200,716) | (211,477) |
Accumulated earnings | 1,123,985 | 969,731 |
Total stockholders’ equity | 1,463,560 | 1,341,551 |
Total liabilities and stockholders’ equity | $ 4,354,299 | $ 4,131,520 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Account receivable, allowances aggregating | $ 41,807 | $ 44,749 |
Closure and post-closure liabilities, current portion | 10,219 | 13,903 |
Remedial liabilities, current portion | $ 13,069 | $ 12,190 |
Common stock, per value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 80,000,000 | 80,000,000 |
Common stock, issued shares (in shares) | 54,409,894 | 54,772,696 |
Common stock, outstanding shares (in shares) | 54,409,894 | 54,772,696 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 951,479 | $ 779,344 | $ 2,686,085 | $ 2,347,907 |
Cost of revenues: (exclusive of items shown separately below) | ||||
Total cost of revenues | 639,232 | 511,629 | 1,817,654 | 1,588,976 |
Selling, general and administrative expenses | 133,164 | 106,544 | 378,911 | 339,690 |
Accretion of environmental liabilities | 2,799 | 2,822 | 8,625 | 8,149 |
Depreciation and amortization | 71,451 | 74,470 | 215,206 | 221,497 |
Income from operations | 104,833 | 83,879 | 265,689 | 189,595 |
Other income (expense), net | 199 | 2,268 | (2,509) | (597) |
Loss on sale of businesses | 0 | (118) | 0 | (3,376) |
Interest expense, net of interest income of $653, $1,236, $1,712 and $2,902, respectively | (17,984) | (17,407) | (53,953) | (54,848) |
Income before provision for income taxes | 87,048 | 68,622 | 209,227 | 130,774 |
Provision for income taxes | 21,605 | 13,712 | 54,973 | 35,269 |
Net income | $ 65,443 | $ 54,910 | $ 154,254 | $ 95,505 |
Earnings Per Share [Abstract] | ||||
Basic (in dollars per share) | $ 1.20 | $ 0.99 | $ 2.83 | $ 1.72 |
Diluted (in dollars per share) | $ 1.20 | $ 0.99 | $ 2.81 | $ 1.71 |
Shares used to compute earnings per share - Basic (in shares) | 54,411 | 55,592 | 54,553 | 55,646 |
Shares used to compute earnings per share - Diluted (in shares) | 54,707 | 55,738 | 54,862 | 55,832 |
Service revenues | ||||
Revenues: | ||||
Total revenues | $ 744,549 | $ 681,306 | $ 2,141,820 | $ 2,039,012 |
Cost of revenues: (exclusive of items shown separately below) | ||||
Total cost of revenues | 508,498 | 428,735 | 1,451,498 | 1,332,516 |
Product revenues | ||||
Revenues: | ||||
Total revenues | 206,930 | 98,038 | 544,265 | 308,895 |
Cost of revenues: (exclusive of items shown separately below) | ||||
Total cost of revenues | $ 130,734 | $ 82,894 | $ 366,156 | $ 256,460 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Interest income | $ 653 | $ 1,236 | $ 1,712 | $ 2,902 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 65,443 | $ 54,910 | $ 154,254 | $ 95,505 |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized (losses) gains on available-for-sale securities | (18) | (121) | (140) | 111 |
Unrealized (losses) gains on interest rate hedge | (99) | (123) | 2,660 | (21,505) |
Reclassification adjustment for losses on interest rate hedge included in net income | 2,532 | 2,468 | 7,474 | 5,696 |
Foreign currency translation adjustments | (14,242) | 10,161 | 767 | (13,695) |
Other comprehensive (loss) income, net of tax | (11,827) | 12,385 | 10,761 | (29,393) |
Comprehensive income | $ 53,616 | $ 67,295 | $ 165,015 | $ 66,112 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 154,254 | $ 95,505 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 215,206 | 221,497 |
Allowance for doubtful accounts | 7,186 | 10,441 |
Amortization of deferred financing costs and debt discount | 2,718 | 2,688 |
Accretion of environmental liabilities | 8,625 | 8,149 |
Changes in environmental liability estimates | 341 | 9,050 |
Deferred income taxes | 5,202 | 0 |
Other expense, net | 2,509 | 597 |
Stock-based compensation | 12,786 | 12,739 |
Loss on sale of businesses | 0 | 3,376 |
Environmental expenditures | (12,223) | (8,816) |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable and unbilled accounts receivable | (113,601) | 23,969 |
Inventories and supplies | (12,882) | (9,554) |
Other current and non-current assets | (10,785) | (19,320) |
Accounts payable | 86,974 | (63,898) |
Other current and long-term liabilities | 21,916 | 31,009 |
Net cash from operating activities | 368,226 | 317,432 |
Cash flows used in investing activities: | ||
Additions to property, plant and equipment | (146,654) | (150,357) |
Proceeds from sale and disposal of fixed assets | 16,424 | 7,307 |
Acquisitions, net of cash acquired | (22,819) | (8,839) |
Proceeds from sale of businesses, net of transactional costs | 0 | 7,712 |
Additions to intangible assets including costs to obtain or renew permits | (2,659) | (1,863) |
Proceeds from sale of available-for-sale securities | 83,226 | 39,141 |
Purchases of available-for-sale securities | (96,785) | (53,397) |
Net cash used in investing activities | (169,267) | (160,296) |
Cash flows used in financing activities: | ||
Change in uncashed checks | (4,323) | 381 |
Tax payments related to withholdings on vested restricted stock | (7,383) | (4,407) |
Repurchases of common stock | (48,409) | (39,542) |
Deferred financing costs paid | (150) | 0 |
Payments on finance leases | (5,845) | (2,755) |
Principal payments on debt | (5,652) | (5,652) |
Borrowing from revolving credit facility | 0 | 150,000 |
Payment on revolving credit facility | 0 | (150,000) |
Net cash used in financing activities | (71,762) | (51,975) |
Effect of exchange rate change on cash | 365 | (1,446) |
Increase in cash and cash equivalents | 127,562 | 103,715 |
Cash and cash equivalents, beginning of period | 519,101 | 371,991 |
Cash and cash equivalents, end of period | 646,663 | 475,706 |
Cash payments for interest and income taxes: | ||
Interest paid | 61,807 | 66,000 |
Income taxes paid, net of refunds | 48,202 | 14,195 |
Non-cash investing activities: | ||
Property, plant and equipment accrued | 11,561 | 11,732 |
ROU assets obtained in exchange for operating lease liabilities | 18,528 | 19,993 |
ROU assets obtained in exchange for finance lease liabilities | $ 18,704 | $ 28,333 |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Earnings |
Balance beginning of period (in shares) at Dec. 31, 2019 | 55,798 | ||||
Balance beginning of period at Dec. 31, 2019 | $ 1,269,813 | $ 558 | $ 644,412 | $ (210,051) | $ 834,894 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 11,572 | 11,572 | |||
Other comprehensive (loss) income | (59,306) | (59,306) | |||
Stock-based compensation | 3,291 | 3,291 | |||
Issuance of common stock for restricted share vesting, net of employee tax withholdings (in shares) | 59 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (2,224) | $ 1 | (2,225) | ||
Repurchases of common stock (in shares) | (302) | ||||
Repurchases of common stock | (17,341) | $ (3) | (17,338) | ||
Balance ending of period (in shares) at Mar. 31, 2020 | 55,555 | ||||
Balance ending of period at Mar. 31, 2020 | 1,205,805 | $ 556 | 628,140 | (269,357) | 846,466 |
Balance beginning of period (in shares) at Dec. 31, 2019 | 55,798 | ||||
Balance beginning of period at Dec. 31, 2019 | 1,269,813 | $ 558 | 644,412 | (210,051) | 834,894 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 95,505 | ||||
Other comprehensive (loss) income | (29,393) | ||||
Balance ending of period (in shares) at Sep. 30, 2020 | 55,246 | ||||
Balance ending of period at Sep. 30, 2020 | 1,304,715 | $ 552 | 613,208 | (239,444) | 930,399 |
Balance beginning of period (in shares) at Mar. 31, 2020 | 55,555 | ||||
Balance beginning of period at Mar. 31, 2020 | 1,205,805 | $ 556 | 628,140 | (269,357) | 846,466 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 29,023 | 29,023 | |||
Other comprehensive (loss) income | 17,528 | 17,528 | |||
Stock-based compensation | 2,786 | 2,786 | |||
Issuance of common stock for restricted share vesting, net of employee tax withholdings (in shares) | 58 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (1,171) | (1,171) | |||
Balance ending of period (in shares) at Jun. 30, 2020 | 55,613 | ||||
Balance ending of period at Jun. 30, 2020 | 1,253,971 | $ 556 | 629,755 | (251,829) | 875,489 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 54,910 | 54,910 | |||
Other comprehensive (loss) income | 12,385 | 12,385 | |||
Stock-based compensation | 6,662 | 6,662 | |||
Issuance of common stock for restricted share vesting, net of employee tax withholdings (in shares) | 35 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (1,012) | (1,012) | |||
Repurchases of common stock (in shares) | (402) | ||||
Repurchases of common stock | (22,201) | $ (4) | (22,197) | ||
Balance ending of period (in shares) at Sep. 30, 2020 | 55,246 | ||||
Balance ending of period at Sep. 30, 2020 | 1,304,715 | $ 552 | 613,208 | (239,444) | 930,399 |
Balance beginning of period (in shares) at Dec. 31, 2020 | 54,773 | ||||
Balance beginning of period at Dec. 31, 2020 | 1,341,551 | $ 548 | 582,749 | (211,477) | 969,731 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 21,736 | 21,736 | |||
Other comprehensive (loss) income | 11,948 | 11,948 | |||
Stock-based compensation | 3,480 | 3,480 | |||
Issuance of common stock for restricted share vesting, net of employee tax withholdings (in shares) | 78 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (3,719) | $ 1 | (3,720) | ||
Repurchases of common stock (in shares) | (300) | ||||
Repurchases of common stock | (26,546) | $ (3) | (26,543) | ||
Balance ending of period (in shares) at Mar. 31, 2021 | 54,551 | ||||
Balance ending of period at Mar. 31, 2021 | 1,348,450 | $ 546 | 555,966 | (199,529) | 991,467 |
Balance beginning of period (in shares) at Dec. 31, 2020 | 54,773 | ||||
Balance beginning of period at Dec. 31, 2020 | 1,341,551 | $ 548 | 582,749 | (211,477) | 969,731 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 154,254 | ||||
Other comprehensive (loss) income | 10,761 | ||||
Balance ending of period (in shares) at Sep. 30, 2021 | 54,410 | ||||
Balance ending of period at Sep. 30, 2021 | 1,463,560 | $ 544 | 539,747 | (200,716) | 1,123,985 |
Balance beginning of period (in shares) at Mar. 31, 2021 | 54,551 | ||||
Balance beginning of period at Mar. 31, 2021 | 1,348,450 | $ 546 | 555,966 | (199,529) | 991,467 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 67,075 | 67,075 | |||
Other comprehensive (loss) income | 10,640 | 10,640 | |||
Stock-based compensation | 3,305 | 3,305 | |||
Issuance of common stock for restricted share vesting, net of employee tax withholdings (in shares) | 42 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (1,020) | (1,020) | |||
Repurchases of common stock (in shares) | (200) | ||||
Repurchases of common stock | (18,863) | $ (2) | (18,861) | ||
Balance ending of period (in shares) at Jun. 30, 2021 | 54,393 | ||||
Balance ending of period at Jun. 30, 2021 | 1,409,587 | $ 544 | 539,390 | (188,889) | 1,058,542 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 65,443 | 65,443 | |||
Other comprehensive (loss) income | (11,827) | (11,827) | |||
Stock-based compensation | 6,001 | 6,001 | |||
Issuance of common stock for restricted share vesting, net of employee tax withholdings (in shares) | 50 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (2,644) | (2,644) | |||
Repurchases of common stock (in shares) | (33) | ||||
Repurchases of common stock | (3,000) | $ 0 | (3,000) | ||
Balance ending of period (in shares) at Sep. 30, 2021 | 54,410 | ||||
Balance ending of period at Sep. 30, 2021 | $ 1,463,560 | $ 544 | $ 539,747 | $ (200,716) | $ 1,123,985 |
UNAUDITED CONSOLIDATED STATEM_6
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (PARENTHETICAL) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, $0.01 par value: | $ 0.01 | $ 0.01 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATIONThe accompanying consolidated interim financial statements are unaudited and include the accounts of Clean Harbors, Inc. and its subsidiaries (collectively, “Clean Harbors,” the “Company” or "we") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in the opinion of management, include all adjustments which are of a normal recurring nature and are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Management has made estimates and assumptions affecting the amounts reported in the Company's consolidated interim financial statements and accompanying footnotes; actual results could differ from those estimates and judgments. The results for interim periods are not necessarily indicative of results for the entire year or any other interim periods. The financial statements presented herein should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES The Company's significant accounting policies are described in Note 2, "Significant Accounting Policies," in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes in these policies or their application except for the changes described below. Changes in Operating Segments During the first quarter of 2021, the Company reorganized its Safety-Kleen business. The collection services for waste oil, used oil filters, antifreeze and related items and bulk blended oil sales operations were combined with the Safety-Kleen Oil business to form the Safety-Kleen Sustainability Solutions business. Under this structure, Safety-Kleen Sustainability Solutions will encompass both sides of the spread the Company manages in its re-refinery business, and the Company expects this change to drive additional growth in its sustainable lubricant products and related services. Concurrently with this change, the Company consolidated the Safety-Kleen Environmental branches' core offerings, including containerized waste, parts washer and vacuum services, into the legacy Clean Harbors Environmental Services sales and service operations. The Company expects this change to foster enhanced cross-selling opportunities within the environmental businesses and increase market presence with small quantity generators of hazardous waste. In restructuring the operations of the Company in this manner, the information that the chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed to conform to this new operating structure of the business and the Company reevaluated the identification of its operating segments. In accordance with ASC 280, Segment Reporting, Environmental Services and Safety-Kleen Sustainability Solutions are the Company's operating segments and reportable segments starting in the first quarter of 2021, |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES The Company generates revenues through its Environmental Services and Safety-Kleen Sustainability Solutions operating segments. The Company's Environmental Services operating segment has four sources of revenue and the Safety-Kleen Sustainability Solutions operating segment has two sources of revenue. Technical Services —Technical Services contribute to the revenues of the Environmental Services operating segment. These services are generated from fees charged for waste material management and disposal services including onsite environmental management services, collection and transportation, packaging, recycling, treatment and disposal of waste. Revenue is primarily generated by short-term projects, most of which are governed by master service agreements that are long-term in nature. These master service agreements are typically entered into with the Company's larger customers and outline the pricing and legal frameworks for such arrangements. Services are provided based on purchase orders or agreements with the customer and include prices based upon units of volume of waste and transportation and other fees. Collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred as a basis for measuring the satisfaction of the performance obligation. Revenues for treatment and disposal of waste are recognized upon completion of treatment, final disposition in a landfill or incineration, or when the waste is shipped to a third party for processing and disposal. The Company periodically enters into bundled arrangements for the collection and transportation and disposal of waste. For such arrangements, transportation and disposal are considered distinct performance obligations and the Company allocates revenue to each based on the relative standalone selling price (i.e. the estimated price that a customer would pay for the services on a standalone basis). Revenues and the related costs from waste that is not yet completely processed and disposed of are deferred. The deferred revenues and costs are recognized when the services are completed. The period between collection and transportation and the final processing and disposal ranges depending on the location of the customer, but generally is measured in days. Field and Emergency Response Services —Field and Emergency Response Services contribute to the revenues of the Environmental Services operating segment. Field Services revenues are generated from cleanup services at customer sites, including municipalities and utilities, or other locations on a scheduled or emergency response basis. Services include confined space entry for tank cleaning, site decontamination, large remediation projects, demolition, spill cleanup on land and water, railcar cleaning, product recovery and transfer and vacuum services. Additional services include filtration and water treatment services. Response services for environmental, contamination or pandemic related emergencies include any scale from man-made disasters such as oil spills to natural disasters such as hurricanes and more recently, projects involving contagion disinfection, decontamination and disposal services in response to the COVID-19 pandemic. Field and emergency response services are provided based on purchase orders or agreements with customers and include prices generally based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services over time, as the customer receives and consumes the benefits of the service as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred. The duration of such services can be over a number of hours, several days or even months for larger scale projects. Industrial Services and Other —Industrial Services contribute to the revenues of the Environmental Services operating segment. These revenues are primarily generated from industrial and specialty services provided to refineries, mines, upgraders, chemical plants, pulp and paper mills, manufacturing facilities, power generation facilities and other industrial customers throughout North America. Services include in-plant cleaning and maintenance services, plant outage and turnaround services, specialty cleaning services including chemical cleaning and high and ultra-high pressure water cleaning, daylighting, production services and upstream energy services. Services are provided based on purchase orders or agreements with the customer and include prices based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred. Safety-Kleen Environmental Services —Safety-Kleen Environmental Services revenues contribute both to the Environmental Services operating segment and the Safety-Kleen Sustainability Solutions operating segment depending upon the nature of such revenues and operating responsibilities relative to satisfying the related performance obligations. Revenues from providing containerized waste handling and disposal services, parts washer services and vacuum services, referred to collectively as the Safety-Kleen Environmental core service offerings, contribute to the revenues of the Environmental Services operating segment. In addition, sales of packaged blended oil products and other complementary product sales contribute to the revenues of the Environmental Services operating segment. Revenues generated from waste oil, anti-freeze and oil filter collection services, sales of bulk blended oil products and sales of bulk automotive fluids contribute to the Safety-Kleen Sustainability Solutions operating segment. Generally, the service related revenue is recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The duration of such services can be over a number of hours or several days. The Company uses the input method to recognize revenue over time, based on time and materials incurred. Product revenue is recognized upon the transfer of control whereby control transfers when the products are delivered to the customer. Containerized waste services consist of profiling, collecting, transporting and recycling or disposing of a wide variety of waste. Related collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. Parts washer services include customer use of our parts washer equipment, cleaning and maintenance of the parts washer equipment and removal and replacement of used cleaning fluids. Parts washer services are considered a single performance obligation due to the highly integrated and interdependent nature of the arrangement. Revenue from parts washer services is recognized over the service interval as the customer receives the benefit of the services. Safety-Kleen Oil —Safety-Kleen Oil revenues contribute to the revenues of the Safety-Kleen Sustainability Solutions segment. These revenues are generated from sales of high-quality base and blended lubricating oils to third-party distributors, government agencies, fleets, railroads and industrial customers. The business also sells recycled fuel oil to asphalt plants, industrial plants and pulp and paper companies. The used oil is also processed into vacuum gas oil which can be further re-refined into lubricant base oils or sold directly into the marine diesel oil fuel market. Revenue for oil products is recognized at a point in time, upon the transfer of control. Control transfers when the products are delivered to the customer. Disaggregation of Revenue We disaggregate the Company's third party revenues by geographic location and source of revenue as we believe these categories depict how revenue and cash flows are affected by economic factors (in thousands): For the Three Months Ended September 30, 2021 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 632,755 $ 185,096 $ 59 $ 817,910 Canada 111,076 22,493 — 133,569 Total third-party revenues $ 743,831 $ 207,589 $ 59 $ 951,479 Sources of Revenue Technical Services $ 308,158 $ — $ — $ 308,158 Field and Emergency Response Services 116,677 — — 116,677 Industrial Services and Other 154,977 — 59 155,036 Safety-Kleen Environmental Services 164,019 39,551 — 203,570 Safety-Kleen Oil — 168,038 — 168,038 Total third-party revenues $ 743,831 $ 207,589 $ 59 $ 951,479 For the Three Months Ended September 30, 2020 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 554,050 $ 112,785 $ (186) $ 666,649 Canada 97,639 14,798 258 112,695 Total third-party revenues $ 651,689 $ 127,583 $ 72 $ 779,344 Sources of Revenue Technical Services $ 257,612 $ — $ — $ 257,612 Field and Emergency Response Services 115,989 — — 115,989 Industrial Services and Other 124,582 — 72 124,654 Safety-Kleen Environmental Services 153,506 49,949 — 203,455 Safety-Kleen Oil — 77,634 — 77,634 Total third-party revenues $ 651,689 $ 127,583 $ 72 $ 779,344 For the Nine Months Ended September 30, 2021 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 1,824,848 $ 504,302 $ 217 $ 2,329,367 Canada 295,008 61,710 — 356,718 Total third-party revenues $ 2,119,856 $ 566,012 $ 217 $ 2,686,085 Sources of Revenue Technical Services $ 887,063 $ — $ — $ 887,063 Field and Emergency Response Services 328,831 — — 328,831 Industrial Services and Other 425,154 — 217 425,371 Safety-Kleen Environmental Services 478,808 118,982 — 597,790 Safety-Kleen Oil — 447,030 — 447,030 Total third-party revenues $ 2,119,856 $ 566,012 $ 217 $ 2,686,085 For the Nine Months Ended September 30, 2020 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 1,704,945 $ 340,226 $ (648) $ 2,044,523 Canada 264,500 38,018 866 303,384 Total third-party revenues $ 1,969,445 $ 378,244 $ 218 $ 2,347,907 Sources of Revenue Technical Services $ 774,814 $ — $ — $ 774,814 Field and Emergency Response Services 349,254 — — 349,254 Industrial Services and Other 366,573 — 218 366,791 Safety-Kleen Environmental Services 478,804 134,004 — 612,808 Safety-Kleen Oil — 244,240 — 244,240 Total third-party revenues $ 1,969,445 $ 378,244 $ 218 $ 2,347,907 Contract Balances (in thousands) September 30, 2021 December 31, 2020 Receivables $ 703,199 $ 611,534 Contract assets (unbilled receivables) 69,912 55,681 Contract liabilities (deferred revenue) 86,589 74,066 The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits or deferred revenue (contract liabilities) on the consolidated balance sheet. Generally, billing occurs subsequent to revenue recognition, as a right to payment is not just subject to passage of time, resulting in contract assets. Contract assets are classified as current. The Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. The contract liability balances at the beginning of each period presented were generally fully recognized in the subsequent three-month period. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS 2021 Acquisitions On March 27, 2021, the Company acquired a privately-owned business for $22.8 million cash consideration. The acquired company increases the Safety-Kleen Sustainability Solutions segment's network within the south central United States. In connection with this acquisition, a preliminary goodwill amount of $15.9 million was recognized. On October 8, 2021, the Company completed its previously announced proposed acquisition of LJ Energy Services Intermediate Holding Corp. and its subsidiaries (collectively, “HydroChemPSC”), a privately owned company. HydroChemPSC is a leading U.S. provider of industrial cleaning, specialty maintenance and utilities services with annual revenues of $715.3 million in 2020. The acquired operations, including more than 4,500 employees, over 240 service locations and a fleet of specialized vehicles and equipment, will enhance the Company's Environmental Services Segment. The Company paid an all-cash purchase price for HydroChemPSC of approximately $1.24 billion, subject to customary adjustments (e.g. working capital). The Company financed the purchase with the net proceeds of $983.0 million from the Company’s issuance of $1.0 billion of term loans on October 8, 2021. The remainder of the purchase price was funded through existing cash. See Note 11, "Financing Arrangements" for additional information regarding the issuance of the term loans. The acquisition of HydroChemPSC will be accounted for as a business combination and will be included in the Company's consolidated financial statements starting in periods after October 8, 2021. The allocation of the purchase price is incomplete due to the timing of the completion of the acquisition. Any excess of the purchase price over the fair value of the underlying tangible and identifiable intangible assets acquired and liabilities assumed will be recognized as goodwill. The Company believes that any goodwill recognized is primarily attributable to anticipated synergies, assembled workforce and new market opportunities that Clean Harbors believes will result from acquiring the operations of HydroChemPSC. Goodwill attributable to the acquisition of HydroChemPSC is preliminarily anticipated to range from 40% - 50% of the purchase price and is not expected to be deductible for tax purposes. On June 29, 2021, the Company signed a definitive agreement with Vertex Energy, Inc. ("Vertex") to acquire certain assets related to Vertex's used motor oil collection and re-refinery business in an all-cash transaction for $140.0 million, subject to working capital and other adjustments. The Company intends to fund the acquisition with available cash. The acquisition will include re-refineries in Marrero, Louisiana and Columbus, Ohio and service locations throughout the Midwest and Gulf Coast, as well as certain associated equipment and an assembled workforce. The acquisition was approved by Vertex shareholders on September 28, 2021; however, the transaction remains subject to approval by U.S. regulators and other customary closing conditions and is currently anticipated to close in 2022. The acquisition will expand the Safety-Kleen Sustainability Solutions segment's oil re-refining capacity and collection and distribution network. 2020 Acquisition On April 17, 2020, the Company acquired a privately-owned business for $8.8 million cash consideration. The acquired company expands the Safety-Kleen Sustainability Solutions segment's oil re-refining operations to the northeast United States. In connection with this acquisition, a goodwill amount of $1.4 million was recognized. |
INVENTORIES AND SUPPLIES
INVENTORIES AND SUPPLIES | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES AND SUPPLIES | INVENTORIES AND SUPPLIES Inventories and supplies consisted of the following (in thousands): September 30, 2021 December 31, 2020 Oil and oil related products $ 88,044 $ 76,209 Supplies 119,953 120,007 Solvent and solutions 7,620 8,812 Other 13,065 15,470 Total inventories and supplies $ 228,682 $ 220,498 Supplies consists primarily of critical spare parts to support the Company's incinerator and re-refinery operations, personal protective equipment and other general supplies used in our normal day-to-day operations. Other inventories consists primarily of parts washer components, cleaning fluids, absorbents and automotive fluids, such as windshield washer fluid and antifreeze. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following (in thousands): September 30, 2021 December 31, 2020 Land $ 150,257 $ 139,776 Asset retirement costs (non-landfill) 17,921 16,407 Landfill assets 200,545 191,687 Buildings and improvements (1) 524,397 509,804 Camp equipment 132,477 159,021 Vehicles (2) 864,808 844,026 Equipment (3) 1,821,327 1,807,235 Furniture and fixtures 6,838 7,082 Construction in progress 63,522 24,378 3,782,092 3,699,416 Less - accumulated depreciation and amortization 2,273,736 2,174,118 Total property, plant and equipment, net $ 1,508,356 $ 1,525,298 ________________ (1) Balances inclusive of gross right-of-use ("ROU") assets classified as finance leases of $8.9 million in both periods. (2) Balances inclusive of gross ROU assets classified as finance leases of $65.9 million and $47.2 million, respectively. (3) Balances inclusive of gross ROU assets classified as finance leases of $9.3 million in both periods. Depreciation expense, inclusive of landfill and finance lease amortization, was $63.9 million and $192.3 million for the three and nine months ended September 30, 2021, respectively. Depreciation expense, inclusive of landfill and finance lease amortization, was $64.9 million and $193.9 million for the three and nine months ended September 30, 2020, respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The changes in goodwill by segment for the nine months ended September 30, 2021 were as follows (in thousands): Environmental Services Safety-Kleen Sustainability Solutions Totals Balance at January 1, 2021 $ 401,918 $ 125,105 $ 527,023 Increase from current period acquisition — 15,860 15,860 Foreign currency translation 107 38 145 Balance at September 30, 2021 $ 402,025 $ 141,003 $ 543,028 The balances in the table above have been recast to reflect the Company's segment change in the first quarter of 2021. As discussed in Note 17, "Segment Reporting," as a result of operational and managerial changes, the Company changed its operating segments in accordance with ASC 280, Segment Reporting . In addition, the Company concluded that, for purposes of reviewing for potential goodwill impairment, it now has three reporting units. The Environmental Services operating segment has two reporting units consisting of (i) Environmental Sales and Service which includes the legacy Environmental Sales and Service reporting unit and certain operations previously included within Safety-Kleen Environmental Services including the core service offerings of containerized waste, parts washer and vacuum services and (ii) Environmental Facilities, unchanged from prior year. The Safety-Kleen Sustainability Solutions operating segment is a single reporting unit which includes the legacy Safety-Kleen Oil reporting unit and the remaining operations of the legacy Safety-Kleen Environmental Services reporting unit primarily consisting of collection services for waste oil, anti-freeze and used oil filters as well as the sale of bulk blended re-refined oil and other automotive related finished fluid products. The Company allocated goodwill to the newly identified reporting units using a relative fair value approach. In addition, the Company completed an assessment of any potential goodwill impairment for all reporting units immediately prior and subsequent to the reallocation and determined that no impairment existed. As of September 30, 2021 and December 31, 2020, the Company's intangible assets consisted of the following (in thousands): September 30, 2021 December 31, 2020 Cost Accumulated Net Cost Accumulated Net Permits $ 186,334 $ 100,553 $ 85,781 $ 183,766 $ 95,033 $ 88,733 Customer and supplier relationships 361,438 207,497 153,941 382,083 211,895 170,188 Other intangible assets 20,388 16,795 3,593 39,287 34,744 4,543 Total amortizable permits and other intangible assets 568,160 324,845 243,315 605,136 341,672 263,464 Trademarks and trade names 123,182 — 123,182 123,156 — 123,156 Total permits and other intangible assets $ 691,342 $ 324,845 $ 366,497 $ 728,292 $ 341,672 $ 386,620 Amortization expense of permits, customer and supplier relationships and other intangible assets was $7.6 million and $22.9 million in the three and nine months ended September 30, 2021, respectively. Amortization expense of permits, customer and supplier relationships and other intangible assets was $9.6 million and $27.6 million in the three and nine months ended September 30, 2020, respectively. The gross cost and accumulated amortization decreases in total amortizable permits and other intangible assets are attributable to writing off fully amortized intangible assets with a cost of $39.7 million during the nine months ended September 30, 2021. The expected amortization of the net carrying amount of finite-lived intangible assets at September 30, 2021 was as follows (in thousands): Years Ending December 31, Expected Amortization 2021 (three months) $ 7,526 2022 30,002 2023 25,674 2024 24,180 2025 23,208 Thereafter 132,725 $ 243,315 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2021 December 31, 2020 Accrued insurance $ 80,072 $ 77,514 Accrued interest 9,281 19,697 Accrued compensation and benefits 94,256 81,437 Accrued income, real estate, sales and other taxes 29,629 25,843 Interest rate swap liability 23,496 33,630 Accrued other 62,693 57,702 $ 299,427 $ 295,823 |
CLOSURE AND POST-CLOSURE LIABIL
CLOSURE AND POST-CLOSURE LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
CLOSURE AND POST-CLOSURE LIABILITIES | CLOSURE AND POST-CLOSURE LIABILITIES The changes to closure and post-closure liabilities (also referred to as “asset retirement obligations”) from January 1, 2021 through September 30, 2021 were as follows (in thousands): Landfill Non-Landfill Total Balance at January 1, 2021 $ 48,412 $ 39,514 $ 87,926 Liabilities assumed in acquisitions — 451 451 New asset retirement obligations 1,979 — 1,979 Accretion 2,600 2,744 5,344 Changes in estimates recorded to consolidated statement of operations 35 291 326 Changes in estimates recorded to consolidated balance sheet 668 1,226 1,894 Expenditures (4,420) (461) (4,881) Currency translation and other — (11) (11) Balance at September 30, 2021 $ 49,274 $ 43,754 $ 93,028 In the nine months ended September 30, 2021, there were no significant charges (benefits) resulting from changes in estimates for closure and post-closure liabilities. New asset retirement obligations incurred during the first nine months of 2021 were discounted at the credit-adjusted risk-free rate of 4.84%. |
REMEDIAL LIABILITIES
REMEDIAL LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Environmental Remediation Obligations [Abstract] | |
REMEDIAL LIABILITIES | REMEDIAL LIABILITIES The changes to remedial liabilities from January 1, 2021 through September 30, 2021 were as follows (in thousands): Remedial Remedial Remedial Total Balance at January 1, 2021 $ 1,865 $ 63,060 $ 49,888 $ 114,813 Accretion 67 1,955 1,259 3,281 Changes in estimates recorded to consolidated statement of operations (22) 358 (321) 15 Expenditures (37) (3,963) (3,342) (7,342) Currency translation and other — (821) 870 49 Balance at September 30, 2021 $ 1,873 $ 60,589 $ 48,354 $ 110,816 In the nine months ended September 30, 2021, there were no significant (benefits) charges resulting from changes in estimates for remedial liabilities. |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS The following table is a summary of the Company’s financing arrangements (in thousands): Current Debt: September 30, 2021 December 31, 2020 Secured senior term loans $ 7,535 $ 7,535 Long-Term Debt: Secured senior term loans due June 30, 2024 ("2024 Term Loans") $ 713,975 $ 719,626 Unsecured senior notes, at 4.875%, due July 15, 2027 ("2027 Notes") 545,000 545,000 Unsecured senior notes, at 5.125%, due July 15, 2029 ("2029 Notes") 300,000 300,000 Long-term debt, at par $ 1,558,975 $ 1,564,626 Unamortized debt issuance costs and premium, net (12,691) (14,985) Long-term debt, at carrying value $ 1,546,284 $ 1,549,641 Financing Activities As of September 30, 2021 and December 31, 2020, the estimated fair value of the Company’s outstanding long-term debt, including the current portion, was $1.6 billion. The Company’s estimates of fair value of its long-term debt, including the current portion, are based on quoted market prices or other available market data which are considered Level 2 measures according to the fair value hierarchy. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities. The Company maintains a $400.0 million revolving credit facility under which the Company had no outstanding loan balances as of September 30, 2021 and December 31, 2020. As of September 30, 2021, the Company had $288.5 million available to borrow under the revolving credit facility and outstanding letters of credit were $111.5 million. This credit facility will expire in October 2025. On October 8, 2021, the Company, and substantially all of the Company’s domestic subsidiaries as guarantors, entered into Incremental Facility Amendment No. 2 to the Company’s existing Credit Agreement dated as of June 30, 2017 (the “Term Loan Agreement”). Incremental Facility Amendment No. 2 provides for a new class and series of Term Loans (the “2028 Term Loans”) in the aggregate principal amount of $1.0 billion. Proceeds from the issuance of the 2028 Term Loans were $983.0 million, after debt discount and debt issuance costs and were used to fund the acquisition of HydroChemPSC on October 8, 2021. The 2028 Term Loans are in addition to the aggregate of $721.5 million of 2024 Term Loans which were at September 30, 2021 and are also outstanding under the Term Loan Agreement and which will mature on June 30, 2024. The 2028 Term Loans will mature on October 8, 2028, and may be prepaid at any time without premium or penalty other than customary breakage costs with respect to Eurodollar based loans or if the Company engages in certain repricing transactions before May 9, 2022, in which event a 1.0% prepayment premium would be due. The Company’s obligations under the Term Loan Agreement with respect to both the 2024 Term Loans and the 2028 Term Loans are guaranteed by all of the Company’s domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors. The 2028 Term Loans under the Term Loan Agreement bear interest, at the Company’s election, at either of the following rates: (a) the sum of the Eurodollar Rate (as defined in the Term Loan Agreement) plus 2.00%, or (b) the sum of the Base Rate (as defined in the Term Loan Agreement) plus 1.00%, with the Eurodollar Rate being subject to a floor of 0.00% and the Base Rate being subject to a floor of 1.00%. Cash Flow Hedges The Company’s strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements. Although the interest rates on the 2024 Term Loans and the 2028 Term Loans are variable, the Company has effectively fixed the interest rate on $350.0 million aggregate principal amount of the 2024 Term Loans outstanding by entering into interest rate swap agreements in 2018 with a notional amount of $350.0 million. Under the terms of the interest rate swap agreements, the Company receives interest based on the one-month LIBOR index and pays interest at a weighted average annual interest rate of 2.92%, resulting in an effective annual interest rate of 4.67%. The interest rate swap agreements terminate in 2024. The Company recognizes derivative instruments as either assets or liabilities on the balance sheet at fair value. No ineffectiveness has been identified on these swaps and, therefore, all unrealized changes in fair value are recorded in accumulated other comprehensive loss. Amounts are reclassified from accumulated other comprehensive loss into interest expense on the statement of operations in the same period or periods during which the hedged transaction affects earnings. As of September 30, 2021 and December 31, 2020, the Company has recorded a derivative liability with a fair value of $23.5 million and $33.6 million, respectively, within accrued expenses and other current liabilities in connection with these cash flow hedges. The fair value of the interest rate swaps is calculated using discounted cash flow valuation methodologies based upon the one-month LIBOR yield curves that are observable at commonly quoted intervals for the full term of the interest rate swaps and as such is considered a Level 2 measure according to the fair value hierarchy. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company records a tax provision or benefit on an interim basis using an estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. Losses from jurisdictions for which no benefit can be recognized and the income tax effects of unusual or infrequent items are excluded from the estimated annual effective tax rate and are recognized in the impacted interim period. The estimated annual effective tax rate may be significantly impacted by projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was 24.8% and 26.3%, compared to 20.0% and 27.0%, respectively, for the comparable periods in 2020. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following are computations of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator for basic and diluted earnings per share: Net income $ 65,443 $ 54,910 $ 154,254 $ 95,505 Denominator: Basic shares outstanding 54,411 55,592 54,553 55,646 Dilutive effect of outstanding stock awards 296 146 309 186 Dilutive shares outstanding 54,707 55,738 54,862 55,832 Basic earnings per share: $ 1.20 $ 0.99 $ 2.83 $ 1.72 Diluted earnings per share: $ 1.20 $ 0.99 $ 2.81 $ 1.71 For the three months ended September 30, 2021 and September 30, 2020, all then outstanding performance awards and restricted stock awards were included in the calculation of diluted earnings per share except for 67,019 and 235,806, respectively, of performance stock awards for which the performance criteria were not attained at the reporting dates and 38,250 and 16,183, respectively, of restricted stock awards which were excluded as their inclusion would have an antidilutive effect. For the nine months ended September 30, 2021 and September 30, 2020, all then outstanding performance awards and restricted stock awards were included in the calculation of diluted earnings per share except for 67,019 and 235,806, respectively, of performance stock awards for which the performance criteria were not attained at the reporting dates and 39,750 and 14,516, respectively, of restricted stock awards which were excluded as their inclusion would have an antidilutive effect. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in accumulated other comprehensive loss by component and related tax impacts for the nine months ended September 30, 2021 were as follows (in thousands): Foreign Currency Translation Unrealized Gains (Losses) on Available-For-Sale Securities Unrealized (Losses) Gains on Interest Rate Hedge Unrealized Losses on Unfunded Pension Liability Total Balance at January 1, 2021 $ (176,234) $ 135 $ (33,629) $ (1,749) $ (211,477) Other comprehensive income (loss) before reclassifications 767 (177) 2,660 — 3,250 Amounts reclassified out of accumulated other comprehensive loss — — 7,474 — 7,474 Tax benefit — 37 — — 37 Other comprehensive income (loss) 767 (140) 10,134 — 10,761 Balance at September 30, 2021 $ (175,467) $ (5) $ (23,495) $ (1,749) $ (200,716) The amount reclassified out of accumulated other comprehensive loss into the consolidated statement of operations, with presentation location, during the three and nine months ended September 30, 2021 was as follows (in thousands): Other Comprehensive Income (Loss) Component For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Location Unrealized losses on interest rate hedge $ (2,532) $ (7,474) Interest expense, net of interest income |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Total stock-based compensation cost charged to selling, general and administrative expenses for the three and nine months ended September 30, 2021 was $6.0 million and $12.8 million, respectively. Total stock-based compensation cost charged to selling, general and administrative expenses for the three and nine months ended September 30, 2020 was $6.7 million and $12.7 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation expense for the three and nine months ended September 30, 2021 was $1.3 million and $2.8 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation expense for the three and nine months ended September 30, 2020 was $1.7 million and $2.9 million, respectively. Restricted Stock Awards The following table summarizes information about restricted stock awards for the nine months ended September 30, 2021: Restricted Stock Number of Shares Weighted Average Balance at January 1, 2021 493,879 $ 59.74 Granted 174,225 93.95 Vested (181,651) 57.68 Forfeited (39,091) 61.75 Balance at September 30, 2021 447,362 73.72 As of September 30, 2021, there was $26.3 million of total unrecognized compensation cost arising from restricted stock awards. This cost is expected to be recognized over a weighted average period of 3.0 years. The total fair value of restricted stock vested during the three and nine months ended September 30, 2021 was $7.4 million and $16.3 million, respectively. The total fair value of restricted stock vested during the three and nine months ended September 30, 2020 was $3.1 million and $12.8 million, respectively. Performance Stock Awards Performance stock awards are subject to performance criteria established by the Compensation Committee of the Company's Board of Directors prior to or at the date of grant. The vesting of the performance stock awards is based on achieving targets currently based on revenue, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Free Cash Flow, Return on Invested Capital and Total Recordable Incident Rate. In addition, performance stock awards include continued service conditions. The following table summarizes information about performance stock awards for the nine months ended September 30, 2021: Performance Stock Number of Shares Weighted Average Balance at January 1, 2021 254,449 $ 61.75 Granted 134,931 92.92 Vested (71,815) 62.27 Forfeited (26,191) 64.47 Balance at September 30, 2021 291,374 75.81 As of September 30, 2021, there was $10.0 million of total unrecognized compensation cost arising from unvested performance stock awards deemed probable of vesting. No performance awards vested during the three months ended September 30, 2021 and September 30, 2020. The total fair value of performance awards vested during the nine months ended September 30, 2021 and September 30, 2020 was $6.4 million and $1.3 million, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal and Administrative Proceedings The Company and its subsidiaries are subject to legal proceedings and claims arising in the ordinary course of business. Actions filed against the Company arise from commercial and employment-related claims including alleged class actions related to sales practices and wage and hour claims. The plaintiffs in these actions may be seeking damages or injunctive relief or both. These actions are in various jurisdictions and stages of proceedings, and some are covered in part by insurance. In addition, the Company’s waste management services operations are regulated by federal, state, provincial and local laws enacted to regulate discharge of materials into the environment, remediation of contaminated soil and groundwater or otherwise protect the environment. This ongoing regulation results in the Company frequently becoming a party to legal or administrative proceedings involving all levels of governmental authorities and other interested parties. The issues involved in such proceedings generally relate to alleged violations of existing permits and licenses or alleged responsibility under federal or state Superfund laws to remediate contamination at properties owned either by the Company or by other parties (“third-party sites”) to which either the Company or the prior owners of certain of the Company’s facilities shipped waste. At September 30, 2021 and December 31, 2020, the Company had recorded reserves of $30.4 million and $29.8 million, respectively, in the Company's financial statements for actual or probable liabilities related to the legal and administrative proceedings in which the Company was then involved, the principal of which are described below. In management's opinion, it is not reasonably possible that the potential liability beyond what has been recorded, if any, that may result from these actions, either individually or collectively, will have a material effect on our financial position, results of operations or cash flows. The Company periodically adjusts the aggregate amount of these reserves when actual or probable liabilities are paid or otherwise discharged, new claims arise or additional relevant information about existing or probable claims becomes available. As of September 30, 2021 and December 31, 2020, the $30.4 million and $29.8 million, respectively, of reserves consisted of (i) $23.2 million and $24.0 million, respectively, related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets, and (ii) $7.2 million and $5.8 million, respectively, primarily related to federal, state and provincial enforcement actions, which were included in accrued expenses and other current liabilities on the consolidated balance sheets. As of September 30, 2021, the Company's principal legal and administrative proceedings were as follows: Ville Mercier. In September 2002, the Company acquired the stock of a subsidiary (the "Mercier Subsidiary") which owns a hazardous waste incinerator in Ville Mercier, Quebec (the "Mercier Facility"). The property adjacent to the Mercier Facility, which is also owned by the Mercier Subsidiary, is now contaminated as a result of actions dating back to 1968, when the Government of Quebec issued two permits to dump organic liquids into lagoons on the property to a company unrelated to the Mercier Subsidiary. In 1999, Ville Mercier and three neighboring municipalities filed separate legal proceedings against the Mercier Subsidiary and the Government of Quebec. In 2012, the municipalities amended their existing statement of claim to seek $2.9 million (CAD) in general damages and $10.0 million (CAD) in punitive damages, plus interest and costs, as well as injunctive relief. Both the Government of Quebec and the Company have filed summary judgment motions against the municipalities. The parties are attempting to negotiate a resolution and hearings on the motions have been delayed. In September 2007, the Quebec Minister of Sustainable Development, Environment and Parks issued a notice pursuant to Section 115.1 of the Environment Quality Act, superseding notices issued in 1992, which are the subject of the pending litigation. The more recent notice notifies the Mercier Subsidiary that, if the Mercier Subsidiary does not take certain remedial measures at the site, the Minister intends to undertake those measures at the site and claim direct and indirect costs related to such measures. The Company has accrued for costs expected to be incurred relative to the resolution of this matter and believes this matter will not have future material effect on its financial position, results of operations or cash flows. Safety-Kleen Legal Proceedings. On December 28, 2012, the Company acquired Safety-Kleen, Inc. ("Safety-Kleen") and thereby became subject to the legal proceedings in which Safety-Kleen was a party on that date. In addition to certain Superfund proceedings in which Safety-Kleen has been named as a potentially responsible party as described below under “Superfund Proceedings,” the principal such legal proceedings involving Safety-Kleen which were outstanding as of September 30, 2021 were as follows: Product Liability Cases. Safety-Kleen has been named as a defendant in various lawsuits that are currently pending in various courts and jurisdictions throughout the United States, including approximately 69 proceedings (excluding cases which have been settled but not formally dismissed) as of September 30, 2021, wherein persons claim personal injury resulting from the use of Safety-Kleen's parts washer equipment or cleaning products. These proceedings typically involve allegations that the solvent used in Safety-Kleen's parts washer equipment contains contaminants and/or that Safety-Kleen's recycling process does not effectively remove the contaminants that become entrained in the solvent during their use. In addition, certain claimants assert that Safety-Kleen failed to adequately warn the product user of potential risks, including a historic failure to warn that solvent contains trace amounts of toxic or hazardous substances such as benzene. The Company maintains insurance that it believes will provide coverage for these product liability claims (over amounts accrued for self-insured retentions and deductibles in certain limited cases), except for punitive damages to the extent not insurable under state law or excluded from insurance coverage. The Company also believes that these claims lack merit and has historically vigorously defended, and intends to continue to vigorously defend, itself and the safety of its products against all these claims. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Consequently, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of September 30, 2021. From January 1, 2021 to September 30, 2021, 12 product liability claims were settled or dismissed. Due to the nature of these claims and the related insurance, the Company did not incur any expense as insurance provided coverage in full for all such claims. Safety-Kleen may be named in similar, additional lawsuits in the future, including claims for which insurance coverage may not be available. Superfund Proceedings The Company has been notified that either the Company or the prior owners of certain of the Company's facilities for which the Company may have certain indemnification obligations have been identified as potentially responsible parties ("PRPs") or potential PRPs in connection with 131 sites which are subject to or are proposed to become subject to proceedings under federal or state Superfund laws. Of the 131 Superfund related sites, six (including the BR Facility described below) involve facilities that are now owned or leased by the Company and 125 involve third-party sites to which either the Company or the prior owners of certain of the Company’s facilities shipped wastes. Of the 125 third-party sites, 30 are now settled, 15 are currently requiring expenditures on remediation and 80 are not currently requiring expenditures on remediation. In connection with each site, the Company has estimated the extent, if any, to which it may be subject, either directly or as a result of any indemnification obligations, for cleanup and remediation costs, related legal and consulting costs associated with PRP investigations, settlements and related legal and administrative proceedings. The amount of such actual and potential liability is inherently difficult to estimate because of, among other relevant factors, uncertainties as to the legal liability, if any, of the Company or the prior owners of certain of the Company's facilities to contribute a portion of the cleanup costs, the assumptions that must be made in calculating the estimated cost and timing of remediation, the identification of other PRPs and their respective capability and obligation to contribute to remediation efforts and the existence and legal standing of indemnification agreements, if any, with prior owners, which may either benefit the Company or subject the Company to potential indemnification obligations. The Company believes its potential liability could exceed $1.0 million at three of the 131 Superfund related sites. BR Facility. The Company acquired in 2002 a former hazardous waste incinerator and landfill in Baton Rouge (the "BR Facility"), for which operations had been previously discontinued by the prior owner. In September 2007, the U.S. Environmental Protection Agency ("EPA") issued a special notice letter to the Company related to the Devil's Swamp Lake Site ("Devil's Swamp") in East Baton Rouge Parish, Louisiana. Devil's Swamp includes a lake located downstream of an outfall ditch where wastewater and storm water have been discharged, and Devil's Swamp is proposed to be included on the National Priorities List due to the presence of Contaminants of Concern ("COC") cited by the EPA. These COCs include substances of the kind found in wastewater and storm water discharged from the BR Facility in past operations. The EPA originally requested COC generators to submit a good faith offer to conduct a remedial investigation feasibility study directed towards the eventual remediation of the site. In 2018, the Company completed performing corrective actions at the BR Facility under an order issued by the Louisiana Department of Environmental Quality and has also completed conducting the remedial investigation feasibility study for Devil's Swamp under the order issued by the EPA at which point the feasibility study, with several remedial alternatives, was submitted to the EPA for review. During 2020, the EPA signed a Record of Decision which defined the remediation alternative selected and approved by the EPA and in return, the Company increased the estimated remedial liability for this inactive site by $3.3 million. Changes in the natural landscape and/or new information identified during the remediation could impact this estimate; however, any such changes are not expected to have a future material effect on the Company's financial position, liquidity or results of operation. Third-Party Sites. Of the 125 third-party Superfund sites at which the Company has been notified it is a PRP or potential PRP or may have indemnification obligations, the Company has an indemnification agreement at a total of 18 sites. These agreements indemnify the Company (which now includes Safety-Kleen) with respect to any liability at the 18 sites for waste disposed prior to the Company's (or Safety-Kleen's) acquisition of the former subsidiaries of Waste Management, McKesson and one other entity which had shipped wastes to those sites. Accordingly, the indemnifying parties are paying all costs of defending those subsidiaries in those 18 cases, including legal fees and settlement costs. However, there can be no guarantee that the Company's ultimate liabilities for those sites will not exceed the amount recorded or that indemnities applicable to any of these sites will be available to pay all or a portion of related costs. Except for the indemnification agreements which the Company holds from ChemWaste, McKesson and one other entity, the Company does not have an indemnity agreement with respect to any of the 125 third-party sites discussed above. Federal, State and Provincial Enforcement Actions From time to time, the Company pays fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities. As of September 30, 2021 there was one proceeding for which the Company reasonably believes that the sanctions could equal or exceed $1.0 million, and none as of December 31, 2020. The Company believes that the fines or other penalties in these or any of the other regulatory proceedings will not, individually or in the aggregate, have a material effect on its financial condition, results of operations or cash flows. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Segment reporting is prepared on the same basis that the Company's chief executive officer, who is the Company's chief operating decision maker, manages the business, makes operating decisions and assesses performance. As described in the " Changes in Operating Segments" section of Note 2, "Significant Accounting Policies," during the first quarter of 2021, certain of the Company's businesses undertook a reorganization which included changes to the underlying business and management structures. The Company's chief operating decision maker also requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance so that the information would align with the new operating structure of the business. Due to these changes the Company reassessed its operating segment conclusions in the first quarter of 2021 which resulted in a change in the operating segments. The Company consolidated the core services of Safety-Kleen Environmental Services into its Environmental Services segment, eliminated its Safety-Kleen segment and created the Safety-Kleen Sustainability Solutions segment. In addition, certain intercompany transactions previously recorded as Corporate Items have been allocated to the segments. All the historical balances presented below have been recast to reflect the impact of these changes. Third-party revenue is revenue billed to outside customers by a particular segment. Direct revenues is revenue allocated to the segment providing the product or service. Intersegment revenues represent the sharing of third-party revenues among the segments based on products and services provided by each segment as if the products and services were sold directly to the third-party. Transactions between the segments are accounted for at the Company’s best estimate based on similar transactions with outside customers. The intersegment revenues are shown net. The operations not managed through the Company’s operating segments described above are recorded as “Corporate Items.” The following table reconciles third-party revenues to direct revenues for the three and nine months ended September 30, 2021 and September 30, 2020 (in thousands): For the Three Months Ended September 30, 2021 For the Three Months Ended September 30, 2020 Third-party revenues Intersegment revenues, net Direct revenues Third-party revenues Intersegment revenues, net Direct revenues Environmental Services $ 743,831 $ 1,802 $ 745,633 $ 651,689 $ (1,129) $ 650,560 Safety-Kleen Sustainability Solutions 207,589 (1,802) 205,787 127,583 1,129 128,712 Corporate Items 59 — 59 72 — 72 Total $ 951,479 $ — $ 951,479 $ 779,344 $ — $ 779,344 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Third-party revenues Intersegment revenues, net Direct revenues Third-party revenues Intersegment revenues, net Direct revenues Environmental Services $ 2,119,856 $ 4,476 $ 2,124,332 $ 1,969,445 $ (1,099) $ 1,968,346 Safety-Kleen Sustainability Solutions 566,012 (4,476) 561,536 378,244 1,099 379,343 Corporate Items 217 — 217 218 — 218 Total $ 2,686,085 $ — $ 2,686,085 $ 2,347,907 $ — $ 2,347,907 The primary financial measure by which the Company evaluates the performance of its segments is "Adjusted EBITDA," which consists of net income plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, net interest expense, loss on early extinguishment of debt, provision for income taxes and excludes other gains, losses or non-cash charges not deemed representative of fundamental segment results and other expense, net. Beginning in the first quarter of 2021, we revised our calculation of reported Adjusted EBITDA to add stock-based compensation, a non-cash item, to other charges which are added back to net income determined in accordance with generally accepted accounting principles ("GAAP") for purposes of calculating Adjusted EBITDA. The amount added back each period matches the line item for stock-based compensation as recorded on the consolidated statements of cash flows. All relevant prior period Adjusted EBITDA amounts were recast to provide comparative information. The following table presents Adjusted EBITDA information used by management by reported segment (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Adjusted EBITDA: Environmental Services $ 166,471 $ 180,002 $ 482,766 $ 502,101 Safety-Kleen Sustainability Solutions 70,810 29,613 165,756 62,248 Corporate Items (52,197) (41,782) (146,216) (132,369) Total 185,084 167,833 502,306 431,980 Reconciliation to Consolidated Statements of Operations: Accretion of environmental liabilities 2,799 2,822 8,625 8,149 Stock-based compensation 6,001 6,662 12,786 12,739 Depreciation and amortization 71,451 74,470 215,206 221,497 Income from operations 104,833 83,879 265,689 189,595 Other (income) expense, net (199) (2,268) 2,509 597 Loss on sale of businesses — 118 — 3,376 Interest expense, net of interest income 17,984 17,407 53,953 54,848 Income before provision for income taxes $ 87,048 $ 68,622 $ 209,227 $ 130,774 The following table presents certain assets by reportable segment and in the aggregate (in thousands): September 30, 2021 December 31, 2020 Property, plant and equipment, net: Environmental Services $ 1,050,901 $ 1,068,910 Safety-Kleen Sustainability Solutions 363,857 366,160 Corporate Items 93,598 90,228 Total property, plant and equipment, net $ 1,508,356 $ 1,525,298 Goodwill and Permits and other intangibles, net: Environmental Services Goodwill $ 402,025 $ 401,918 Permits and other intangibles, net 217,188 228,237 Total Environmental Services 619,213 630,155 Safety-Kleen Sustainability Solutions Goodwill $ 141,003 $ 125,105 Permits and other intangibles, net 149,309 158,383 Total Safety-Kleen Sustainability Solutions 290,312 283,488 Total $ 909,525 $ 913,643 The following table presents the total assets by geographical area (in thousands): September 30, 2021 December 31, 2020 United States $ 3,629,056 $ 3,447,811 Canada and other foreign 725,243 683,709 Total $ 4,354,299 $ 4,131,520 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Changes in Operating Segments | During the first quarter of 2021, the Company reorganized its Safety-Kleen business. The collection services for waste oil, used oil filters, antifreeze and related items and bulk blended oil sales operations were combined with the Safety-Kleen Oil business to form the Safety-Kleen Sustainability Solutions business. Under this structure, Safety-Kleen Sustainability Solutions will encompass both sides of the spread the Company manages in its re-refinery business, and the Company expects this change to drive additional growth in its sustainable lubricant products and related services. Concurrently with this change, the Company consolidated the Safety-Kleen Environmental branches' core offerings, including containerized waste, parts washer and vacuum services, into the legacy Clean Harbors Environmental Services sales and service operations. The Company expects this change to foster enhanced cross-selling opportunities within the environmental businesses and increase market presence with small quantity generators of hazardous waste. In restructuring the operations of the Company in this manner, the information that the chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed to conform to this new operating structure of the business and the Company reevaluated the identification of its operating segments. In accordance with ASC 280, Segment Reporting, Environmental Services and Safety-Kleen Sustainability Solutions are the Company's operating segments and reportable segments starting in the first quarter of 2021, |
Revenue recognition | The Company generates revenues through its Environmental Services and Safety-Kleen Sustainability Solutions operating segments. The Company's Environmental Services operating segment has four sources of revenue and the Safety-Kleen Sustainability Solutions operating segment has two sources of revenue. Technical Services —Technical Services contribute to the revenues of the Environmental Services operating segment. These services are generated from fees charged for waste material management and disposal services including onsite environmental management services, collection and transportation, packaging, recycling, treatment and disposal of waste. Revenue is primarily generated by short-term projects, most of which are governed by master service agreements that are long-term in nature. These master service agreements are typically entered into with the Company's larger customers and outline the pricing and legal frameworks for such arrangements. Services are provided based on purchase orders or agreements with the customer and include prices based upon units of volume of waste and transportation and other fees. Collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred as a basis for measuring the satisfaction of the performance obligation. Revenues for treatment and disposal of waste are recognized upon completion of treatment, final disposition in a landfill or incineration, or when the waste is shipped to a third party for processing and disposal. The Company periodically enters into bundled arrangements for the collection and transportation and disposal of waste. For such arrangements, transportation and disposal are considered distinct performance obligations and the Company allocates revenue to each based on the relative standalone selling price (i.e. the estimated price that a customer would pay for the services on a standalone basis). Revenues and the related costs from waste that is not yet completely processed and disposed of are deferred. The deferred revenues and costs are recognized when the services are completed. The period between collection and transportation and the final processing and disposal ranges depending on the location of the customer, but generally is measured in days. Field and Emergency Response Services —Field and Emergency Response Services contribute to the revenues of the Environmental Services operating segment. Field Services revenues are generated from cleanup services at customer sites, including municipalities and utilities, or other locations on a scheduled or emergency response basis. Services include confined space entry for tank cleaning, site decontamination, large remediation projects, demolition, spill cleanup on land and water, railcar cleaning, product recovery and transfer and vacuum services. Additional services include filtration and water treatment services. Response services for environmental, contamination or pandemic related emergencies include any scale from man-made disasters such as oil spills to natural disasters such as hurricanes and more recently, projects involving contagion disinfection, decontamination and disposal services in response to the COVID-19 pandemic. Field and emergency response services are provided based on purchase orders or agreements with customers and include prices generally based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services over time, as the customer receives and consumes the benefits of the service as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred. The duration of such services can be over a number of hours, several days or even months for larger scale projects. Industrial Services and Other —Industrial Services contribute to the revenues of the Environmental Services operating segment. These revenues are primarily generated from industrial and specialty services provided to refineries, mines, upgraders, chemical plants, pulp and paper mills, manufacturing facilities, power generation facilities and other industrial customers throughout North America. Services include in-plant cleaning and maintenance services, plant outage and turnaround services, specialty cleaning services including chemical cleaning and high and ultra-high pressure water cleaning, daylighting, production services and upstream energy services. Services are provided based on purchase orders or agreements with the customer and include prices based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred. Safety-Kleen Environmental Services —Safety-Kleen Environmental Services revenues contribute both to the Environmental Services operating segment and the Safety-Kleen Sustainability Solutions operating segment depending upon the nature of such revenues and operating responsibilities relative to satisfying the related performance obligations. Revenues from providing containerized waste handling and disposal services, parts washer services and vacuum services, referred to collectively as the Safety-Kleen Environmental core service offerings, contribute to the revenues of the Environmental Services operating segment. In addition, sales of packaged blended oil products and other complementary product sales contribute to the revenues of the Environmental Services operating segment. Revenues generated from waste oil, anti-freeze and oil filter collection services, sales of bulk blended oil products and sales of bulk automotive fluids contribute to the Safety-Kleen Sustainability Solutions operating segment. Generally, the service related revenue is recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The duration of such services can be over a number of hours or several days. The Company uses the input method to recognize revenue over time, based on time and materials incurred. Product revenue is recognized upon the transfer of control whereby control transfers when the products are delivered to the customer. Containerized waste services consist of profiling, collecting, transporting and recycling or disposing of a wide variety of waste. Related collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. Parts washer services include customer use of our parts washer equipment, cleaning and maintenance of the parts washer equipment and removal and replacement of used cleaning fluids. Parts washer services are considered a single performance obligation due to the highly integrated and interdependent nature of the arrangement. Revenue from parts washer services is recognized over the service interval as the customer receives the benefit of the services. Safety-Kleen Oil —Safety-Kleen Oil revenues contribute to the revenues of the Safety-Kleen Sustainability Solutions segment. These revenues are generated from sales of high-quality base and blended lubricating oils to third-party distributors, government agencies, fleets, railroads and industrial customers. The business also sells recycled fuel oil to asphalt plants, industrial plants and pulp and paper companies. The used oil is also processed into vacuum gas oil which can be further re-refined into lubricant base oils or sold directly into the marine diesel oil fuel market. Revenue for oil products is recognized at a point in time, upon the transfer of control. Control transfers when the products are delivered to the customer. |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | We disaggregate the Company's third party revenues by geographic location and source of revenue as we believe these categories depict how revenue and cash flows are affected by economic factors (in thousands): For the Three Months Ended September 30, 2021 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 632,755 $ 185,096 $ 59 $ 817,910 Canada 111,076 22,493 — 133,569 Total third-party revenues $ 743,831 $ 207,589 $ 59 $ 951,479 Sources of Revenue Technical Services $ 308,158 $ — $ — $ 308,158 Field and Emergency Response Services 116,677 — — 116,677 Industrial Services and Other 154,977 — 59 155,036 Safety-Kleen Environmental Services 164,019 39,551 — 203,570 Safety-Kleen Oil — 168,038 — 168,038 Total third-party revenues $ 743,831 $ 207,589 $ 59 $ 951,479 For the Three Months Ended September 30, 2020 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 554,050 $ 112,785 $ (186) $ 666,649 Canada 97,639 14,798 258 112,695 Total third-party revenues $ 651,689 $ 127,583 $ 72 $ 779,344 Sources of Revenue Technical Services $ 257,612 $ — $ — $ 257,612 Field and Emergency Response Services 115,989 — — 115,989 Industrial Services and Other 124,582 — 72 124,654 Safety-Kleen Environmental Services 153,506 49,949 — 203,455 Safety-Kleen Oil — 77,634 — 77,634 Total third-party revenues $ 651,689 $ 127,583 $ 72 $ 779,344 For the Nine Months Ended September 30, 2021 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 1,824,848 $ 504,302 $ 217 $ 2,329,367 Canada 295,008 61,710 — 356,718 Total third-party revenues $ 2,119,856 $ 566,012 $ 217 $ 2,686,085 Sources of Revenue Technical Services $ 887,063 $ — $ — $ 887,063 Field and Emergency Response Services 328,831 — — 328,831 Industrial Services and Other 425,154 — 217 425,371 Safety-Kleen Environmental Services 478,808 118,982 — 597,790 Safety-Kleen Oil — 447,030 — 447,030 Total third-party revenues $ 2,119,856 $ 566,012 $ 217 $ 2,686,085 For the Nine Months Ended September 30, 2020 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 1,704,945 $ 340,226 $ (648) $ 2,044,523 Canada 264,500 38,018 866 303,384 Total third-party revenues $ 1,969,445 $ 378,244 $ 218 $ 2,347,907 Sources of Revenue Technical Services $ 774,814 $ — $ — $ 774,814 Field and Emergency Response Services 349,254 — — 349,254 Industrial Services and Other 366,573 — 218 366,791 Safety-Kleen Environmental Services 478,804 134,004 — 612,808 Safety-Kleen Oil — 244,240 — 244,240 Total third-party revenues $ 1,969,445 $ 378,244 $ 218 $ 2,347,907 |
Schedule of Contract Balances | (in thousands) September 30, 2021 December 31, 2020 Receivables $ 703,199 $ 611,534 Contract assets (unbilled receivables) 69,912 55,681 Contract liabilities (deferred revenue) 86,589 74,066 |
INVENTORIES AND SUPPLIES (Table
INVENTORIES AND SUPPLIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories and Supplies | Inventories and supplies consisted of the following (in thousands): September 30, 2021 December 31, 2020 Oil and oil related products $ 88,044 $ 76,209 Supplies 119,953 120,007 Solvent and solutions 7,620 8,812 Other 13,065 15,470 Total inventories and supplies $ 228,682 $ 220,498 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): September 30, 2021 December 31, 2020 Land $ 150,257 $ 139,776 Asset retirement costs (non-landfill) 17,921 16,407 Landfill assets 200,545 191,687 Buildings and improvements (1) 524,397 509,804 Camp equipment 132,477 159,021 Vehicles (2) 864,808 844,026 Equipment (3) 1,821,327 1,807,235 Furniture and fixtures 6,838 7,082 Construction in progress 63,522 24,378 3,782,092 3,699,416 Less - accumulated depreciation and amortization 2,273,736 2,174,118 Total property, plant and equipment, net $ 1,508,356 $ 1,525,298 ________________ (1) Balances inclusive of gross right-of-use ("ROU") assets classified as finance leases of $8.9 million in both periods. (2) Balances inclusive of gross ROU assets classified as finance leases of $65.9 million and $47.2 million, respectively. (3) Balances inclusive of gross ROU assets classified as finance leases of $9.3 million in both periods. |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes to Goodwill | The changes in goodwill by segment for the nine months ended September 30, 2021 were as follows (in thousands): Environmental Services Safety-Kleen Sustainability Solutions Totals Balance at January 1, 2021 $ 401,918 $ 125,105 $ 527,023 Increase from current period acquisition — 15,860 15,860 Foreign currency translation 107 38 145 Balance at September 30, 2021 $ 402,025 $ 141,003 $ 543,028 |
Schedule of Finite-Lived Intangible Assets | As of September 30, 2021 and December 31, 2020, the Company's intangible assets consisted of the following (in thousands): September 30, 2021 December 31, 2020 Cost Accumulated Net Cost Accumulated Net Permits $ 186,334 $ 100,553 $ 85,781 $ 183,766 $ 95,033 $ 88,733 Customer and supplier relationships 361,438 207,497 153,941 382,083 211,895 170,188 Other intangible assets 20,388 16,795 3,593 39,287 34,744 4,543 Total amortizable permits and other intangible assets 568,160 324,845 243,315 605,136 341,672 263,464 Trademarks and trade names 123,182 — 123,182 123,156 — 123,156 Total permits and other intangible assets $ 691,342 $ 324,845 $ 366,497 $ 728,292 $ 341,672 $ 386,620 |
Summary of Indefinite-Lived Intangible Assets | As of September 30, 2021 and December 31, 2020, the Company's intangible assets consisted of the following (in thousands): September 30, 2021 December 31, 2020 Cost Accumulated Net Cost Accumulated Net Permits $ 186,334 $ 100,553 $ 85,781 $ 183,766 $ 95,033 $ 88,733 Customer and supplier relationships 361,438 207,497 153,941 382,083 211,895 170,188 Other intangible assets 20,388 16,795 3,593 39,287 34,744 4,543 Total amortizable permits and other intangible assets 568,160 324,845 243,315 605,136 341,672 263,464 Trademarks and trade names 123,182 — 123,182 123,156 — 123,156 Total permits and other intangible assets $ 691,342 $ 324,845 $ 366,497 $ 728,292 $ 341,672 $ 386,620 |
Schedule of Expected Amortization for the Net Carrying Amount of Finite Lived Intangible Assets | The expected amortization of the net carrying amount of finite-lived intangible assets at September 30, 2021 was as follows (in thousands): Years Ending December 31, Expected Amortization 2021 (three months) $ 7,526 2022 30,002 2023 25,674 2024 24,180 2025 23,208 Thereafter 132,725 $ 243,315 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2021 December 31, 2020 Accrued insurance $ 80,072 $ 77,514 Accrued interest 9,281 19,697 Accrued compensation and benefits 94,256 81,437 Accrued income, real estate, sales and other taxes 29,629 25,843 Interest rate swap liability 23,496 33,630 Accrued other 62,693 57,702 $ 299,427 $ 295,823 |
CLOSURE AND POST-CLOSURE LIAB_2
CLOSURE AND POST-CLOSURE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Closure and Post-Closure Liabilities | The changes to closure and post-closure liabilities (also referred to as “asset retirement obligations”) from January 1, 2021 through September 30, 2021 were as follows (in thousands): Landfill Non-Landfill Total Balance at January 1, 2021 $ 48,412 $ 39,514 $ 87,926 Liabilities assumed in acquisitions — 451 451 New asset retirement obligations 1,979 — 1,979 Accretion 2,600 2,744 5,344 Changes in estimates recorded to consolidated statement of operations 35 291 326 Changes in estimates recorded to consolidated balance sheet 668 1,226 1,894 Expenditures (4,420) (461) (4,881) Currency translation and other — (11) (11) Balance at September 30, 2021 $ 49,274 $ 43,754 $ 93,028 |
REMEDIAL LIABILITIES (Tables)
REMEDIAL LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Environmental Remediation Obligations [Abstract] | |
Schedule of Changes to Remedial Liabilities | The changes to remedial liabilities from January 1, 2021 through September 30, 2021 were as follows (in thousands): Remedial Remedial Remedial Total Balance at January 1, 2021 $ 1,865 $ 63,060 $ 49,888 $ 114,813 Accretion 67 1,955 1,259 3,281 Changes in estimates recorded to consolidated statement of operations (22) 358 (321) 15 Expenditures (37) (3,963) (3,342) (7,342) Currency translation and other — (821) 870 49 Balance at September 30, 2021 $ 1,873 $ 60,589 $ 48,354 $ 110,816 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of the Entity's Financial Arrangements | The following table is a summary of the Company’s financing arrangements (in thousands): Current Debt: September 30, 2021 December 31, 2020 Secured senior term loans $ 7,535 $ 7,535 Long-Term Debt: Secured senior term loans due June 30, 2024 ("2024 Term Loans") $ 713,975 $ 719,626 Unsecured senior notes, at 4.875%, due July 15, 2027 ("2027 Notes") 545,000 545,000 Unsecured senior notes, at 5.125%, due July 15, 2029 ("2029 Notes") 300,000 300,000 Long-term debt, at par $ 1,558,975 $ 1,564,626 Unamortized debt issuance costs and premium, net (12,691) (14,985) Long-term debt, at carrying value $ 1,546,284 $ 1,549,641 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Earnings per Share Computations | The following are computations of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator for basic and diluted earnings per share: Net income $ 65,443 $ 54,910 $ 154,254 $ 95,505 Denominator: Basic shares outstanding 54,411 55,592 54,553 55,646 Dilutive effect of outstanding stock awards 296 146 309 186 Dilutive shares outstanding 54,707 55,738 54,862 55,832 Basic earnings per share: $ 1.20 $ 0.99 $ 2.83 $ 1.72 Diluted earnings per share: $ 1.20 $ 0.99 $ 2.81 $ 1.71 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The changes in accumulated other comprehensive loss by component and related tax impacts for the nine months ended September 30, 2021 were as follows (in thousands): Foreign Currency Translation Unrealized Gains (Losses) on Available-For-Sale Securities Unrealized (Losses) Gains on Interest Rate Hedge Unrealized Losses on Unfunded Pension Liability Total Balance at January 1, 2021 $ (176,234) $ 135 $ (33,629) $ (1,749) $ (211,477) Other comprehensive income (loss) before reclassifications 767 (177) 2,660 — 3,250 Amounts reclassified out of accumulated other comprehensive loss — — 7,474 — 7,474 Tax benefit — 37 — — 37 Other comprehensive income (loss) 767 (140) 10,134 — 10,761 Balance at September 30, 2021 $ (175,467) $ (5) $ (23,495) $ (1,749) $ (200,716) |
Schedule of Reclassification Out of Accumulated Other Comprehensive Income | The amount reclassified out of accumulated other comprehensive loss into the consolidated statement of operations, with presentation location, during the three and nine months ended September 30, 2021 was as follows (in thousands): Other Comprehensive Income (Loss) Component For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Location Unrealized losses on interest rate hedge $ (2,532) $ (7,474) Interest expense, net of interest income |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards | The following table summarizes information about restricted stock awards for the nine months ended September 30, 2021: Restricted Stock Number of Shares Weighted Average Balance at January 1, 2021 493,879 $ 59.74 Granted 174,225 93.95 Vested (181,651) 57.68 Forfeited (39,091) 61.75 Balance at September 30, 2021 447,362 73.72 |
Schedule of Performance Stock Awards | The following table summarizes information about performance stock awards for the nine months ended September 30, 2021: Performance Stock Number of Shares Weighted Average Balance at January 1, 2021 254,449 $ 61.75 Granted 134,931 92.92 Vested (71,815) 62.27 Forfeited (26,191) 64.47 Balance at September 30, 2021 291,374 75.81 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Third Party Revenues to Direct Revenues | The following table reconciles third-party revenues to direct revenues for the three and nine months ended September 30, 2021 and September 30, 2020 (in thousands): For the Three Months Ended September 30, 2021 For the Three Months Ended September 30, 2020 Third-party revenues Intersegment revenues, net Direct revenues Third-party revenues Intersegment revenues, net Direct revenues Environmental Services $ 743,831 $ 1,802 $ 745,633 $ 651,689 $ (1,129) $ 650,560 Safety-Kleen Sustainability Solutions 207,589 (1,802) 205,787 127,583 1,129 128,712 Corporate Items 59 — 59 72 — 72 Total $ 951,479 $ — $ 951,479 $ 779,344 $ — $ 779,344 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Third-party revenues Intersegment revenues, net Direct revenues Third-party revenues Intersegment revenues, net Direct revenues Environmental Services $ 2,119,856 $ 4,476 $ 2,124,332 $ 1,969,445 $ (1,099) $ 1,968,346 Safety-Kleen Sustainability Solutions 566,012 (4,476) 561,536 378,244 1,099 379,343 Corporate Items 217 — 217 218 — 218 Total $ 2,686,085 $ — $ 2,686,085 $ 2,347,907 $ — $ 2,347,907 |
Reconciliation to Consolidated Statements of Income to Adjusted EBITDA | The following table presents Adjusted EBITDA information used by management by reported segment (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Adjusted EBITDA: Environmental Services $ 166,471 $ 180,002 $ 482,766 $ 502,101 Safety-Kleen Sustainability Solutions 70,810 29,613 165,756 62,248 Corporate Items (52,197) (41,782) (146,216) (132,369) Total 185,084 167,833 502,306 431,980 Reconciliation to Consolidated Statements of Operations: Accretion of environmental liabilities 2,799 2,822 8,625 8,149 Stock-based compensation 6,001 6,662 12,786 12,739 Depreciation and amortization 71,451 74,470 215,206 221,497 Income from operations 104,833 83,879 265,689 189,595 Other (income) expense, net (199) (2,268) 2,509 597 Loss on sale of businesses — 118 — 3,376 Interest expense, net of interest income 17,984 17,407 53,953 54,848 Income before provision for income taxes $ 87,048 $ 68,622 $ 209,227 $ 130,774 |
Schedule of Certain Assets by Reportable Segment | The following table presents certain assets by reportable segment and in the aggregate (in thousands): September 30, 2021 December 31, 2020 Property, plant and equipment, net: Environmental Services $ 1,050,901 $ 1,068,910 Safety-Kleen Sustainability Solutions 363,857 366,160 Corporate Items 93,598 90,228 Total property, plant and equipment, net $ 1,508,356 $ 1,525,298 Goodwill and Permits and other intangibles, net: Environmental Services Goodwill $ 402,025 $ 401,918 Permits and other intangibles, net 217,188 228,237 Total Environmental Services 619,213 630,155 Safety-Kleen Sustainability Solutions Goodwill $ 141,003 $ 125,105 Permits and other intangibles, net 149,309 158,383 Total Safety-Kleen Sustainability Solutions 290,312 283,488 Total $ 909,525 $ 913,643 |
Long-lived Assets by Geographic Areas | The following table presents the total assets by geographical area (in thousands): September 30, 2021 December 31, 2020 United States $ 3,629,056 $ 3,447,811 Canada and other foreign 725,243 683,709 Total $ 4,354,299 $ 4,131,520 |
REVENUES - Additional Informati
REVENUES - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021source | |
Disaggregation of Revenue [Line Items] | |
Deferred contract cost, recognition period | 3 months |
Environmental Services | |
Disaggregation of Revenue [Line Items] | |
Number of revenue sources | 4 |
Safety-Kleen Sustainability Solutions | |
Disaggregation of Revenue [Line Items] | |
Number of revenue sources | 2 |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 951,479 | $ 779,344 | $ 2,686,085 | $ 2,347,907 |
Technical Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 308,158 | 257,612 | 887,063 | 774,814 |
Field and Emergency Response Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 116,677 | 115,989 | 328,831 | 349,254 |
Industrial Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 155,036 | 124,654 | 425,371 | 366,791 |
Safety-Kleen Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 203,570 | 203,455 | 597,790 | 612,808 |
Safety-Kleen Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 168,038 | 77,634 | 447,030 | 244,240 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 817,910 | 666,649 | 2,329,367 | 2,044,523 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 133,569 | 112,695 | 356,718 | 303,384 |
Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 745,633 | 650,560 | 2,124,332 | 1,968,346 |
Safety-Kleen Sustainability Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 205,787 | 128,712 | 561,536 | 379,343 |
Operating segments | Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 743,831 | 651,689 | 2,119,856 | 1,969,445 |
Operating segments | Environmental Services | Technical Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 308,158 | 257,612 | 887,063 | 774,814 |
Operating segments | Environmental Services | Field and Emergency Response Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 116,677 | 115,989 | 328,831 | 349,254 |
Operating segments | Environmental Services | Industrial Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 154,977 | 124,582 | 425,154 | 366,573 |
Operating segments | Environmental Services | Safety-Kleen Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 164,019 | 153,506 | 478,808 | 478,804 |
Operating segments | Environmental Services | Safety-Kleen Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Environmental Services | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 632,755 | 554,050 | 1,824,848 | 1,704,945 |
Operating segments | Environmental Services | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 111,076 | 97,639 | 295,008 | 264,500 |
Operating segments | Safety-Kleen Sustainability Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 207,589 | 127,583 | 566,012 | 378,244 |
Operating segments | Safety-Kleen Sustainability Solutions | Technical Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Safety-Kleen Sustainability Solutions | Field and Emergency Response Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Safety-Kleen Sustainability Solutions | Industrial Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Safety-Kleen Sustainability Solutions | Safety-Kleen Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 39,551 | 49,949 | 118,982 | 134,004 |
Operating segments | Safety-Kleen Sustainability Solutions | Safety-Kleen Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 168,038 | 77,634 | 447,030 | 244,240 |
Operating segments | Safety-Kleen Sustainability Solutions | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 185,096 | 112,785 | 504,302 | 340,226 |
Operating segments | Safety-Kleen Sustainability Solutions | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 22,493 | 14,798 | 61,710 | 38,018 |
Corporate, non-Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 59 | 72 | 217 | 218 |
Corporate, non-Segment | Technical Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate, non-Segment | Field and Emergency Response Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate, non-Segment | Industrial Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 59 | 72 | 217 | 218 |
Corporate, non-Segment | Safety-Kleen Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate, non-Segment | Safety-Kleen Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate, non-Segment | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 59 | (186) | 217 | (648) |
Corporate, non-Segment | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 258 | $ 0 | $ 866 |
REVENUES - Contract Balances (D
REVENUES - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Receivables | $ 703,199 | $ 611,534 |
Contract assets (unbilled receivables) | 69,912 | 55,681 |
Contract liabilities (deferred revenue) | $ 86,589 | $ 74,066 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Oct. 08, 2021USD ($)employeeproceeding | Jun. 29, 2021USD ($) | Mar. 27, 2021USD ($) | Apr. 17, 2020USD ($) | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill recognized | $ 15,860,000 | ||||
Vertex Energy Inc | |||||
Business Acquisition [Line Items] | |||||
Consideration to acquire assets | $ 140,000,000 | ||||
March 27, 2021 Acquisition | |||||
Business Acquisition [Line Items] | |||||
Purchase price to acquire business | $ 22,800,000 | ||||
Goodwill recognized | $ 15,900,000 | ||||
HydroChemPSC | Subsequent Event | |||||
Business Acquisition [Line Items] | |||||
Purchase price to acquire business | $ 1,240,000,000 | ||||
Annual revenues reported by acquired entity in 2020 | $ 715,300,000 | ||||
HydroChemPSC | Subsequent Event | Minimum | |||||
Business Acquisition [Line Items] | |||||
Goodwill, acquired as percentage of purchase price | 40.00% | ||||
HydroChemPSC | Subsequent Event | Maximum | |||||
Business Acquisition [Line Items] | |||||
Goodwill, acquired as percentage of purchase price | 50.00% | ||||
HydroChemPSC | Subsequent Event | HydroChemPSC | |||||
Business Acquisition [Line Items] | |||||
Entity number of employees | employee | 4,500 | ||||
Number of service locations (more than) | proceeding | 240 | ||||
HydroChemPSC | Subsequent Event | 2028 Term Loans | Secured debt | |||||
Business Acquisition [Line Items] | |||||
Debt Instrument, face amount | $ 1,000,000,000 | ||||
Net proceeds from the company’s issuance | $ 983,000,000 | ||||
2020 Acquisition | |||||
Business Acquisition [Line Items] | |||||
Purchase price to acquire business | $ 8,800,000 | ||||
Goodwill recognized | $ 1,400,000 |
INVENTORIES AND SUPPLIES (Detai
INVENTORIES AND SUPPLIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventories and supplies | $ 228,682 | $ 220,498 |
Oil and oil related products | ||
Inventory [Line Items] | ||
Inventories and supplies | 88,044 | 76,209 |
Supplies | ||
Inventory [Line Items] | ||
Inventories and supplies | 119,953 | 120,007 |
Solvent and solutions | ||
Inventory [Line Items] | ||
Inventories and supplies | 7,620 | 8,812 |
Other | ||
Inventory [Line Items] | ||
Inventories and supplies | $ 13,065 | $ 15,470 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,782,092 | $ 3,699,416 |
Less - accumulated depreciation and amortization | 2,273,736 | 2,174,118 |
Total property, plant and equipment, net | 1,508,356 | 1,525,298 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 150,257 | 139,776 |
Asset retirement costs (non-landfill) | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17,921 | 16,407 |
Landfill assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 200,545 | 191,687 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 524,397 | 509,804 |
Right-of-Use assets, finance leases | 8,900 | 8,900 |
Camp equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 132,477 | 159,021 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 864,808 | 844,026 |
Right-of-Use assets, finance leases | 65,900 | 47,200 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,821,327 | 1,807,235 |
Right-of-Use assets, finance leases | 9,300 | 9,300 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,838 | 7,082 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 63,522 | $ 24,378 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense, inclusive of landfill and finance lease amortization | $ 63.9 | $ 64.9 | $ 192.3 | $ 193.9 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes to Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance at January 1, 2021 | $ 527,023 |
Increase from current period acquisition | 15,860 |
Foreign currency translation | 145 |
Balance at September 30, 2021 | 543,028 |
Environmental Services | |
Goodwill [Roll Forward] | |
Balance at January 1, 2021 | 401,918 |
Increase from current period acquisition | 0 |
Foreign currency translation | 107 |
Balance at September 30, 2021 | 402,025 |
Safety-Kleen Sustainability Solutions | |
Goodwill [Roll Forward] | |
Balance at January 1, 2021 | 125,105 |
Increase from current period acquisition | 15,860 |
Foreign currency translation | 38 |
Balance at September 30, 2021 | $ 141,003 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Finite-lived and Indefinite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | $ 568,160 | $ 605,136 |
Accumulated Amortization | 324,845 | 341,672 |
Finite-lived intangible assets, net | 243,315 | 263,464 |
Total permits and other intangible assets, Cost | 691,342 | 728,292 |
Total permits and other intangible assets, Net | 366,497 | 386,620 |
Trademarks and trade names | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks and trade names | 123,182 | 123,156 |
Permits | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 186,334 | 183,766 |
Accumulated Amortization | 100,553 | 95,033 |
Finite-lived intangible assets, net | 85,781 | 88,733 |
Customer and supplier relationships | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 361,438 | 382,083 |
Accumulated Amortization | 207,497 | 211,895 |
Finite-lived intangible assets, net | 153,941 | 170,188 |
Other intangible assets | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 20,388 | 39,287 |
Accumulated Amortization | 16,795 | 34,744 |
Finite-lived intangible assets, net | $ 3,593 | $ 4,543 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)reportingUnit | Sep. 30, 2020USD ($) | |
Goodwill [Line Items] | ||||
Number of reporting units | reportingUnit | 3 | |||
Goodwill impairment | $ | $ 0 | |||
Amortization of permits and other intangible assets | $ | $ 7,600,000 | $ 9,600,000 | 22,900,000 | $ 27,600,000 |
Intangible assets, written-off | $ | $ 39,700,000 | |||
Environmental Services | ||||
Goodwill [Line Items] | ||||
Number of reporting units | reportingUnit | 2 | |||
Safety-Kleen Sustainability Solutions | ||||
Goodwill [Line Items] | ||||
Number of reporting units | reportingUnit | 1 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Expected Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (three months) | $ 7,526 | |
2022 | 30,002 | |
2023 | 25,674 | |
2024 | 24,180 | |
2025 | 23,208 | |
Thereafter | 132,725 | |
Finite-lived intangible assets, net | $ 243,315 | $ 263,464 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued insurance | $ 80,072 | $ 77,514 |
Accrued interest | 9,281 | 19,697 |
Accrued compensation and benefits | 94,256 | 81,437 |
Accrued income, real estate, sales and other taxes | 29,629 | 25,843 |
Interest rate swap liability | 23,496 | 33,630 |
Accrued other | 62,693 | 57,702 |
Total accrued expenses | $ 299,427 | $ 295,823 |
CLOSURE AND POST-CLOSURE LIAB_3
CLOSURE AND POST-CLOSURE LIABILITIES - Changes in Post-Closure Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Changes to post-closure liabilities | |
Balance at January 1, 2021 | $ 87,926 |
Liabilities assumed in acquisitions | 451 |
New asset retirement obligations | 1,979 |
Accretion | 5,344 |
Changes in estimates recorded to consolidated statement of operations | 326 |
Changes in estimates recorded to consolidated balance sheet | 1,894 |
Expenditures | (4,881) |
Currency translation and other | (11) |
Balance at September 30, 2021 | 93,028 |
Landfill Retirement Liability | |
Changes to post-closure liabilities | |
Balance at January 1, 2021 | 48,412 |
Liabilities assumed in acquisitions | 0 |
New asset retirement obligations | 1,979 |
Accretion | 2,600 |
Changes in estimates recorded to consolidated statement of operations | 35 |
Changes in estimates recorded to consolidated balance sheet | 668 |
Expenditures | (4,420) |
Currency translation and other | 0 |
Balance at September 30, 2021 | 49,274 |
Non-Landfill Retirement Liability | |
Changes to post-closure liabilities | |
Balance at January 1, 2021 | 39,514 |
Liabilities assumed in acquisitions | 451 |
New asset retirement obligations | 0 |
Accretion | 2,744 |
Changes in estimates recorded to consolidated statement of operations | 291 |
Changes in estimates recorded to consolidated balance sheet | 1,226 |
Expenditures | (461) |
Currency translation and other | (11) |
Balance at September 30, 2021 | $ 43,754 |
CLOSURE AND POST-CLOSURE LIAB_4
CLOSURE AND POST-CLOSURE LIABILITIES - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Credit-adjusted risk-free rate | 4.84% |
REMEDIAL LIABILITIES (Details)
REMEDIAL LIABILITIES (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Balance at January 1, 2021 | $ 114,813 |
Accretion | 3,281 |
Changes in estimates recorded to consolidated statement of operations | 15 |
Expenditures | (7,342) |
Currency translation and other | 49 |
Balance at September 30, 2021 | 110,816 |
Remedial Liabilities for Landfill Sites | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Balance at January 1, 2021 | 1,865 |
Accretion | 67 |
Changes in estimates recorded to consolidated statement of operations | (22) |
Expenditures | (37) |
Currency translation and other | 0 |
Balance at September 30, 2021 | 1,873 |
Remedial Liabilities for Inactive Sites | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Balance at January 1, 2021 | 63,060 |
Accretion | 1,955 |
Changes in estimates recorded to consolidated statement of operations | 358 |
Expenditures | (3,963) |
Currency translation and other | (821) |
Balance at September 30, 2021 | 60,589 |
Remedial Liabilities (Including Superfund) for Non-Landfill Operations | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Balance at January 1, 2021 | 49,888 |
Accretion | 1,259 |
Changes in estimates recorded to consolidated statement of operations | (321) |
Expenditures | (3,342) |
Currency translation and other | 870 |
Balance at September 30, 2021 | $ 48,354 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Financing Arrangements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ 7,535 | $ 7,535 |
Long-term debt, at par | 1,558,975 | 1,564,626 |
Unamortized debt issuance costs and premium, net | (12,691) | (14,985) |
Long-term debt, at carrying value | 1,546,284 | 1,549,641 |
Secured debt | Secured senior term loans due June 30, 2024 ("2024 Term Loans") | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 7,535 | 7,535 |
Long-term debt, at par | 713,975 | 719,626 |
Unsecured debt | Unsecured senior notes, at 4.875%, due July 15, 2027 ("2027 Notes") | ||
Debt Instrument [Line Items] | ||
Long-term debt, at par | $ 545,000 | $ 545,000 |
Interest rate (as a percentage) | 4.875% | 4.875% |
Unsecured debt | Unsecured senior notes, at 5.125%, due July 15, 2029 ("2029 Notes") | ||
Debt Instrument [Line Items] | ||
Long-term debt, at par | $ 300,000 | $ 300,000 |
Interest rate (as a percentage) | 5.125% | 5.125% |
FINANCING ARRANGEMENTS - Additi
FINANCING ARRANGEMENTS - Additional Information (Details) - USD ($) | Oct. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Debt fair value | $ 1,600,000,000 | $ 1,600,000,000 | |
Interest rate swap, liability | 23,500,000 | 33,600,000 | |
Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Notional amount of interest rate swap agreements | 350,000,000 | ||
Secured debt | 2028 Term Loans | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt prepayment premium rate, percentage | 1.00% | ||
Secured debt | 2028 Term Loans | Subsequent Event | HydroChemPSC | |||
Debt Instrument [Line Items] | |||
Debt Instrument, face amount | $ 1,000,000,000 | ||
Net proceeds from the company’s issuance | $ 983,000,000 | ||
Secured debt | 2028 Term Loans | Eurodollar | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt, basis spread on variable rate | 2.00% | ||
Debt, floor interest rate | 0.00% | ||
Secured debt | 2028 Term Loans | Base Rate | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt, basis spread on variable rate | 1.00% | ||
Debt, floor interest rate | 1.00% | ||
Secured debt | Secured senior term loans due June 30, 2024 ("2024 Term Loans") | |||
Debt Instrument [Line Items] | |||
Debt outstanding | 721,500,000 | ||
Secured debt | Secured senior term loans due June 30, 2024 ("2024 Term Loans") | Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $ 350,000,000 | ||
Effective interest rate percentage | 4.67% | ||
Debt, Weighted Average Interest Rate | 2.92% | ||
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Revolving credit facility maximum borrowing capacity | $ 400,000,000 | ||
Line of credit outstanding balances | 0 | $ 0 | |
Available to borrow and outstanding letters of credit | 288,500,000 | ||
Outstanding letters of credit | $ 111,500,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 24.80% | 20.00% | 26.30% | 27.00% | |
Unrecognized tax benefits | $ 5.4 | $ 5.4 | $ 5.5 | ||
Interest on unrecognized tax benefits | $ 2.2 | $ 2.2 | $ 2.1 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation of Basic and Diluted Earnings Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator for basic and diluted earnings per share: | ||||||||
Net income | $ 65,443 | $ 67,075 | $ 21,736 | $ 54,910 | $ 29,023 | $ 11,572 | $ 154,254 | $ 95,505 |
Denominator: | ||||||||
Basic shares outstanding (in shares) | 54,411 | 55,592 | 54,553 | 55,646 | ||||
Dilutive effect of outstanding stock awards (in shares) | 296 | 146 | 309 | 186 | ||||
Dilutive shares outstanding (in shares) | 54,707 | 55,738 | 54,862 | 55,832 | ||||
Basic earnings per share (in dollars per share) | $ 1.20 | $ 0.99 | $ 2.83 | $ 1.72 | ||||
Diluted earnings per share (in dollars per share) | $ 1.20 | $ 0.99 | $ 2.81 | $ 1.71 |
EARNINGS PER SHARE - Anti-Dilut
EARNINGS PER SHARE - Anti-Dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of performance stock awards that performance criteria not attained (in shares) | 67,019 | 235,806 | 67,019 | 235,806 |
Restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earning per share (in shares) | 38,250 | 16,183 | 39,750 | 14,516 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance beginning of period | $ 1,409,587 | $ 1,348,450 | $ 1,341,551 | $ 1,253,971 | $ 1,205,805 | $ 1,269,813 | $ 1,341,551 | $ 1,269,813 |
Other comprehensive income (loss) before reclassifications | 3,250 | |||||||
Amounts reclassified out of accumulated other comprehensive loss | 7,474 | |||||||
Tax benefit | 37 | |||||||
Other comprehensive (loss) income, net of tax | (11,827) | 10,640 | 11,948 | 12,385 | 17,528 | (59,306) | 10,761 | (29,393) |
Balance ending of period | 1,463,560 | 1,409,587 | 1,348,450 | 1,304,715 | 1,253,971 | 1,205,805 | 1,463,560 | 1,304,715 |
Foreign Currency Translation | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance beginning of period | (176,234) | (176,234) | ||||||
Other comprehensive income (loss) before reclassifications | 767 | |||||||
Amounts reclassified out of accumulated other comprehensive loss | 0 | |||||||
Tax benefit | 0 | |||||||
Other comprehensive (loss) income, net of tax | 767 | |||||||
Balance ending of period | (175,467) | (175,467) | ||||||
Unrealized Gains (Losses) on Available-For-Sale Securities | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance beginning of period | 135 | 135 | ||||||
Other comprehensive income (loss) before reclassifications | (177) | |||||||
Amounts reclassified out of accumulated other comprehensive loss | 0 | |||||||
Tax benefit | 37 | |||||||
Other comprehensive (loss) income, net of tax | (140) | |||||||
Balance ending of period | (5) | (5) | ||||||
Unrealized (Losses) Gains on Interest Rate Hedge | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance beginning of period | (33,629) | (33,629) | ||||||
Other comprehensive income (loss) before reclassifications | 2,660 | |||||||
Amounts reclassified out of accumulated other comprehensive loss | 7,474 | |||||||
Tax benefit | 0 | |||||||
Other comprehensive (loss) income, net of tax | 10,134 | |||||||
Balance ending of period | (23,495) | (23,495) | ||||||
Unrealized Losses on Unfunded Pension Liability | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance beginning of period | (1,749) | (1,749) | ||||||
Other comprehensive income (loss) before reclassifications | 0 | |||||||
Amounts reclassified out of accumulated other comprehensive loss | 0 | |||||||
Tax benefit | 0 | |||||||
Other comprehensive (loss) income, net of tax | 0 | |||||||
Balance ending of period | (1,749) | (1,749) | ||||||
Total | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance beginning of period | (188,889) | (199,529) | (211,477) | (251,829) | (269,357) | (210,051) | (211,477) | (210,051) |
Other comprehensive (loss) income, net of tax | (11,827) | 10,640 | 11,948 | 12,385 | 17,528 | (59,306) | ||
Balance ending of period | $ (200,716) | $ (188,889) | $ (199,529) | $ (239,444) | $ (251,829) | $ (269,357) | $ (200,716) | $ (239,444) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Reclassified Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Unrealized losses on interest rate hedge | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest expense, net of interest income | $ (2,532) | $ (7,474) |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Stock-based compensation | $ 6 | $ 6.7 | $ 12.8 | $ 12.7 |
Income tax benefit | $ 1.3 | $ 1.7 | $ 2.8 | $ 2.9 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Awards (Details) - Restricted stock awards - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of Shares | ||||
Beginning balance (in shares) | 493,879 | |||
Granted (in shares) | 174,225 | |||
Vested (in shares) | (181,651) | |||
Forfeited (in shares) | (39,091) | |||
Ending balance (in shares) | 447,362 | 447,362 | ||
Weighted Average Grant-Date Fair Value | ||||
Beginning of period (in dollars per share) | $ 59.74 | |||
Granted (in dollars per share) | 93.95 | |||
Vested (in dollars per share) | 57.68 | |||
Forfeited (in dollars per share) | 61.75 | |||
End of period (in dollars per share) | $ 73.72 | $ 73.72 | ||
Unrecognized compensation cost | $ 26.3 | $ 26.3 | ||
Period for recognition (in years) | 3 years | |||
Fair value of share-based payment awards | $ 7.4 | $ 3.1 | $ 16.3 | $ 12.8 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Stock Awards (Details) - Performance stock awards - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of Shares | ||||
Beginning balance (in shares) | 254,449 | |||
Granted (in shares) | 134,931 | |||
Vested (in shares) | 0 | 0 | (71,815) | |
Forfeited (in shares) | (26,191) | |||
Ending balance (in shares) | 291,374 | 291,374 | ||
Weighted Average Grant-Date Fair Value | ||||
Beginning of period (in dollars per share) | $ 61.75 | |||
Granted (in dollars per share) | 92.92 | |||
Vested (in dollars per share) | 62.27 | |||
Forfeited (in dollars per share) | 64.47 | |||
End of period (in dollars per share) | $ 75.81 | $ 75.81 | ||
Unrecognized compensation cost | $ 10 | $ 10 | ||
Fair value of share-based payment awards | $ 6.4 | $ 1.3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($)siteproceedingclaim | Dec. 31, 2012CAD ($) | Dec. 31, 1999municipality | Dec. 31, 1968permit | Dec. 31, 2020USD ($)proceeding | |
Loss Contingencies [Line Items] | |||||
Recorded reserves for actual or probable liabilities | $ | $ 30,400,000 | $ 29,800,000 | |||
Number of proceedings as defendant | proceeding | 69 | ||||
Number of product liability claims settled or dismissed | claim | 12 | ||||
Legal and Administrative Proceedings | |||||
Loss Contingencies [Line Items] | |||||
Recorded reserves for actual or probable liabilities | $ | $ 23,200,000 | 24,000,000 | |||
Ville Mercier | |||||
Loss Contingencies [Line Items] | |||||
Number of permits issued by government, for dumping organic liquid | permit | 2 | ||||
Number of neighboring municipalities filing separate legal proceedings against the Mercier Subsidiary and the Government of Quebec | municipality | 3 | ||||
General damages sought | $ | $ 2.9 | ||||
Punitive damages sought | $ | $ 10 | ||||
Superfund Proceedings | |||||
Loss Contingencies [Line Items] | |||||
Number of sites owned by third party excluded from cleanup or related liabilities | 131 | ||||
Number of sites owned by the entity subject to proceedings under federal or state superfund laws | 6 | ||||
Number of sites owned by third parties | 125 | ||||
Number of sites for which environmental remediation expense is settled | 30 | ||||
Third party sites requiring expenditure on remediation | 15 | ||||
Number of sites not currently requiring expenditures on remediation | 80 | ||||
Minimum potential liability | $ | $ 1,000,000 | ||||
Number of sites, potential liability exceeds substantial quota | 3 | ||||
Notices received from owners of third parties sites seeking indemnifications from the company | 18 | ||||
BR Facility | Remedial Liabilities for Inactive Sites | |||||
Loss Contingencies [Line Items] | |||||
Increase of remedial liabilities | $ | $ 3,300,000 | ||||
ChemWaste | |||||
Loss Contingencies [Line Items] | |||||
Indemnification agreement with third party sites | 18 | ||||
Federal and State Enforcement Actions | |||||
Loss Contingencies [Line Items] | |||||
Recorded reserves for actual or probable liabilities | $ | $ 7,200,000 | $ 5,800,000 | |||
Number of proceedings as defendant | proceeding | 1 | 0 | |||
Minimum potential liability | $ | $ 1,000,000 | $ 1,000,000 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Third Party Revenues to Direct Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 951,479 | $ 779,344 | $ 2,686,085 | $ 2,347,907 |
Environmental Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 745,633 | 650,560 | 2,124,332 | 1,968,346 |
Safety-Kleen Sustainability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 205,787 | 128,712 | 561,536 | 379,343 |
Operating Segments | Environmental Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 743,831 | 651,689 | 2,119,856 | 1,969,445 |
Operating Segments | Safety-Kleen Sustainability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 207,589 | 127,583 | 566,012 | 378,244 |
Intersegment revenues, net | Environmental Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,802 | (1,129) | 4,476 | (1,099) |
Intersegment revenues, net | Safety-Kleen Sustainability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (1,802) | 1,129 | (4,476) | 1,099 |
Corporate, non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 59 | 72 | 217 | 218 |
Operating and Corporate non-segment | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 59 | $ 72 | $ 217 | $ 218 |
SEGMENT REPORTING - Reconcili_2
SEGMENT REPORTING - Reconciliation to Consolidated Statements of Income to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 185,084 | $ 167,833 | $ 502,306 | $ 431,980 |
Reconciliation of Net Income to Adjusted EBITDA [Abstract] | ||||
Accretion of environmental liabilities | 2,799 | 2,822 | 8,625 | 8,149 |
Stock-based compensation | 6,001 | 6,662 | 12,786 | 12,739 |
Depreciation and amortization | 71,451 | 74,470 | 215,206 | 221,497 |
Income from operations | 104,833 | 83,879 | 265,689 | 189,595 |
Other (income) expense, net | (199) | (2,268) | 2,509 | 597 |
Loss on sale of businesses | 0 | 118 | 0 | 3,376 |
Interest expense, net of interest income | 17,984 | 17,407 | 53,953 | 54,848 |
Income before provision for income taxes | 87,048 | 68,622 | 209,227 | 130,774 |
Operating segments | Environmental Services | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 166,471 | 180,002 | 482,766 | 502,101 |
Operating segments | Safety-Kleen Sustainability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 70,810 | 29,613 | 165,756 | 62,248 |
Corporate, non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ (52,197) | $ (41,782) | $ (146,216) | $ (132,369) |
SEGMENT REPORTING - Schedule of
SEGMENT REPORTING - Schedule of Certain Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 1,508,356 | $ 1,525,298 |
Goodwill | 543,028 | 527,023 |
Permits and other intangibles, net | 366,497 | 386,620 |
Goodwill and Permits and other intangibles, net | 909,525 | 913,643 |
Environmental Services | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 402,025 | 401,918 |
Safety-Kleen Sustainability Solutions | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 141,003 | 125,105 |
Operating Segments | Environmental Services | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 1,050,901 | 1,068,910 |
Goodwill | 402,025 | 401,918 |
Permits and other intangibles, net | 217,188 | 228,237 |
Goodwill and Permits and other intangibles, net | 619,213 | 630,155 |
Operating Segments | Safety-Kleen Sustainability Solutions | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 363,857 | 366,160 |
Goodwill | 141,003 | 125,105 |
Permits and other intangibles, net | 149,309 | 158,383 |
Goodwill and Permits and other intangibles, net | 290,312 | 283,488 |
Corporate, non-Segment | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 93,598 | $ 90,228 |
SEGMENT REPORTING - Long-lived
SEGMENT REPORTING - Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total assets | $ 4,354,299 | $ 4,131,520 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total assets | 3,629,056 | 3,447,811 |
Canada and other foreign | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total assets | $ 725,243 | $ 683,709 |