Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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, $0.01 par value | |
Trading Symbol | CLH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,103,226 | |
Entity Central Index Key | 0000822818 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 344,631 | $ 452,575 |
Short-term marketable securities | 70,797 | 81,724 |
Accounts receivable, net of allowances aggregating $49,817 and $40,140, respectively | 1,005,488 | 792,734 |
Unbilled accounts receivable | 134,173 | 94,963 |
Inventories and supplies | 275,696 | 250,692 |
Prepaid expenses and other current assets | 93,320 | 68,483 |
Total current assets | 1,924,105 | 1,741,171 |
Property, plant and equipment, net | 1,913,145 | 1,863,175 |
Other assets: | ||
Operating lease right-of-use assets | 157,048 | 161,797 |
Goodwill | 1,244,655 | 1,227,042 |
Permits and other intangibles, net | 637,254 | 644,912 |
Other | 48,449 | 15,602 |
Total other assets | 2,087,406 | 2,049,353 |
Total assets | 5,924,656 | 5,653,699 |
Current liabilities: | ||
Current portion of long-term debt | 17,535 | 17,535 |
Accounts payable | 409,218 | 359,866 |
Deferred revenue | 94,531 | 83,749 |
Accrued expenses and other current liabilities | 387,047 | 391,414 |
Current portion of closure, post-closure and remedial liabilities | 34,551 | 25,136 |
Current portion of operating lease liabilities | 47,176 | 47,614 |
Total current liabilities | 990,058 | 925,314 |
Other liabilities: | ||
Closure and post-closure liabilities, less current portion of $12,379 and $12,015, respectively | 90,618 | 87,088 |
Remedial liabilities, less current portion of $22,172 and $13,121, respectively | 101,484 | 98,752 |
Long-term debt, less current portion | 2,510,963 | 2,517,024 |
Operating lease liabilities, less current portion | 112,854 | 117,991 |
Deferred tax liabilities | 322,108 | 314,853 |
Other long-term liabilities | 79,621 | 78,790 |
Total other liabilities | 3,217,648 | 3,214,498 |
Commitments and contingent liabilities (See Note 17) | ||
Stockholders’ equity: | ||
Common stock | 541 | 544 |
Additional paid-in capital | 512,662 | 536,377 |
Accumulated other comprehensive loss | (162,702) | (196,012) |
Accumulated earnings | 1,366,449 | 1,172,978 |
Total stockholders’ equity | 1,716,950 | 1,513,887 |
Total liabilities and stockholders’ equity | $ 5,924,656 | $ 5,653,699 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Account receivable, allowances aggregating | $ 49,817 | $ 40,140 |
Closure and post-closure liabilities, current portion | 12,379 | 12,015 |
Remedial liabilities, current portion | $ 22,172 | $ 13,121 |
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) | 54,110,459 | 54,419,321 |
Common stock, outstanding shares (in shares) | 54,110,459 | 54,419,321 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 1,356,312 | $ 926,458 | $ 2,525,421 | $ 1,734,606 |
Cost of revenues: (exclusive of items shown separately below) | ||||
Total cost of revenues | 898,469 | 617,886 | 1,741,858 | 1,178,422 |
Selling, general and administrative expenses | 155,608 | 124,106 | 306,781 | 245,747 |
Accretion of environmental liabilities | 3,197 | 2,873 | 6,353 | 5,826 |
Depreciation and amortization | 87,868 | 71,592 | 172,166 | 143,755 |
Income from operations | 211,170 | 110,001 | 298,263 | 160,856 |
Other income (expense), net | 1,265 | (1,480) | 1,969 | (2,708) |
Gain on sale of business | 8,864 | 0 | 8,864 | 0 |
Interest expense, net of interest income of $563, $580, $1,056 and $1,060, respectively | (26,256) | (18,051) | (51,273) | (35,969) |
Income before provision for income taxes | 195,043 | 90,470 | 257,823 | 122,179 |
Provision for income taxes | 46,886 | 23,395 | 64,352 | 33,368 |
Net income | $ 148,157 | $ 67,075 | $ 193,471 | $ 88,811 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 2.73 | $ 1.23 | $ 3.56 | $ 1.63 |
Diluted (in dollars per share) | $ 2.71 | $ 1.22 | $ 3.54 | $ 1.62 |
Shares used to compute earnings per share - Basic (in shares) | 54,318 | 54,529 | 54,362 | 54,625 |
Shares used to compute earnings per share - Diluted (in shares) | 54,597 | 54,854 | 54,639 | 54,945 |
Service revenues | ||||
Revenues: | ||||
Total revenues | $ 1,085,043 | $ 734,563 | $ 2,027,104 | $ 1,397,271 |
Cost of revenues: (exclusive of items shown separately below) | ||||
Total cost of revenues | 736,560 | 492,662 | 1,429,984 | 943,000 |
Product revenues | ||||
Revenues: | ||||
Total revenues | 271,269 | 191,895 | 498,317 | 337,335 |
Cost of revenues: (exclusive of items shown separately below) | ||||
Total cost of revenues | $ 161,909 | $ 125,224 | $ 311,874 | $ 235,422 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Interest income | $ 563 | $ 580 | $ 1,056 | $ 1,060 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 148,157 | $ 67,075 | $ 193,471 | $ 88,811 |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized loss on available-for-sale securities | (128) | (48) | (656) | (122) |
Unrealized gain (loss) on fair value of interest rate hedge | 11,243 | (349) | 35,924 | 2,759 |
Reclassification adjustment for interest rate hedge amounts realized in net income | 2,164 | 2,494 | 5,358 | 4,942 |
Unfunded pension liability | 20 | 0 | 10 | 0 |
Foreign currency translation adjustments | (13,838) | 8,543 | (7,326) | 15,009 |
Other comprehensive (loss) income, net of tax | (539) | 10,640 | 33,310 | 22,588 |
Comprehensive income | $ 147,618 | $ 77,715 | $ 226,781 | $ 111,399 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 193,471 | $ 88,811 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 172,166 | 143,755 |
Allowance for doubtful accounts | 6,927 | 2,109 |
Amortization of deferred financing costs and debt discount | 3,135 | 1,806 |
Accretion of environmental liabilities | 6,353 | 5,826 |
Changes in environmental liability estimates | 1,232 | 445 |
Deferred income taxes | 2,226 | 1,912 |
Other (income) expense, net | (1,969) | 2,708 |
Stock-based compensation | 12,547 | 6,785 |
Gain on sale of business | (8,864) | 0 |
Environmental expenditures | (7,028) | (6,594) |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable and unbilled accounts receivable | (263,584) | (51,285) |
Inventories and supplies | (23,888) | 765 |
Other current and non-current assets | (25,504) | (12,043) |
Accounts payable | 45,748 | 49,880 |
Other current and long-term liabilities | 19,002 | 30,552 |
Net cash from operating activities | 131,970 | 265,432 |
Cash flows used in investing activities: | ||
Additions to property, plant and equipment | (148,042) | (91,988) |
Proceeds from sale and disposal of fixed assets | 3,023 | 3,479 |
Acquisitions, net of cash acquired | (68,766) | (22,918) |
Proceeds from sale of business, net of transaction costs | 17,486 | 0 |
Additions to intangible assets including costs to obtain or renew permits | (836) | (1,750) |
Proceeds from sale of available-for-sale securities | 32,835 | 70,526 |
Purchases of available-for-sale securities | (23,182) | (89,689) |
Net cash used in investing activities | (187,482) | (132,340) |
Cash flows used in financing activities: | ||
Change in uncashed checks | 475 | (2,895) |
Tax payments related to withholdings on vested restricted stock | (2,571) | (4,739) |
Repurchases of common stock | (33,694) | (45,409) |
Deferred financing costs paid | (321) | (146) |
Payments on finance leases | (6,552) | (3,577) |
Principal payments on debt | (8,768) | (3,768) |
Net cash used in financing activities | (51,431) | (60,534) |
Effect of exchange rate change on cash | (1,001) | 3,915 |
(Decrease) increase in cash and cash equivalents | (107,944) | 76,473 |
Cash and cash equivalents, beginning of period | 452,575 | 519,101 |
Cash and cash equivalents, end of period | 344,631 | 595,574 |
Cash payments for interest and income taxes: | ||
Interest paid | 48,104 | 34,164 |
Income taxes paid, net of refunds | 29,307 | 32,519 |
Non-cash investing activities: | ||
Property, plant and equipment accrued | 21,156 | 8,807 |
Remedial liability assumed in acquisition of property, plant and equipment | 13,073 | 0 |
ROU assets obtained in exchange for operating lease liabilities | 20,686 | 5,774 |
ROU assets obtained in exchange for finance lease liabilities | $ 7,646 | $ 18,704 |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Earnings |
Balance beginning of period (in shares) at Dec. 31, 2020 | 54,773,000 | ||||
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 income (loss) | 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) | 78,000 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (3,719) | $ 1 | (3,720) | ||
Repurchases of common stock (in shares) | (300,000) | ||||
Repurchases of common stock | (26,546) | $ (3) | (26,543) | ||
Balance ending of period (in shares) at Mar. 31, 2021 | 54,551,000 | ||||
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 | 54,773,000 | ||||
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 | 88,811 | ||||
Other comprehensive income (loss) | 22,588 | ||||
Balance ending of period (in shares) at Jun. 30, 2021 | 54,393,000 | ||||
Balance ending of period at Jun. 30, 2021 | 1,409,587 | $ 544 | 539,390 | (188,889) | 1,058,542 |
Balance beginning of period (in shares) at Mar. 31, 2021 | 54,551,000 | ||||
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 income (loss) | 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) | 42,000 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (1,020) | (1,020) | |||
Repurchases of common stock (in shares) | (200,000) | ||||
Repurchases of common stock | (18,863) | $ (2) | (18,861) | ||
Balance ending of period (in shares) at Jun. 30, 2021 | 54,393,000 | ||||
Balance ending of period at Jun. 30, 2021 | $ 1,409,587 | $ 544 | 539,390 | (188,889) | 1,058,542 |
Balance beginning of period (in shares) at Dec. 31, 2021 | 54,419,321 | 54,419,000 | |||
Balance beginning of period at Dec. 31, 2021 | $ 1,513,887 | $ 544 | 536,377 | (196,012) | 1,172,978 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 45,314 | 45,314 | |||
Other comprehensive income (loss) | 33,849 | 33,849 | |||
Stock-based compensation | 5,712 | 5,712 | |||
Issuance of common stock for restricted share vesting, net of employee tax withholdings (in shares) | 36,000 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (1,831) | (1,831) | |||
Repurchases of common stock (in shares) | (41,000) | ||||
Repurchases of common stock | (3,694) | (3,694) | |||
Balance ending of period (in shares) at Mar. 31, 2022 | 54,414,000 | ||||
Balance ending of period at Mar. 31, 2022 | $ 1,593,237 | $ 544 | 536,564 | (162,163) | 1,218,292 |
Balance beginning of period (in shares) at Dec. 31, 2021 | 54,419,321 | 54,419,000 | |||
Balance beginning of period at Dec. 31, 2021 | $ 1,513,887 | $ 544 | 536,377 | (196,012) | 1,172,978 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 193,471 | ||||
Other comprehensive income (loss) | $ 33,310 | ||||
Balance ending of period (in shares) at Jun. 30, 2022 | 54,110,459 | 54,110,000 | |||
Balance ending of period at Jun. 30, 2022 | $ 1,716,950 | $ 541 | 512,662 | (162,702) | 1,366,449 |
Balance beginning of period (in shares) at Mar. 31, 2022 | 54,414,000 | ||||
Balance beginning of period at Mar. 31, 2022 | 1,593,237 | $ 544 | 536,564 | (162,163) | 1,218,292 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 148,157 | 148,157 | |||
Other comprehensive income (loss) | (539) | (539) | |||
Stock-based compensation | 6,835 | 6,835 | |||
Issuance of common stock for restricted share vesting, net of employee tax withholdings (in shares) | 31,000 | ||||
Issuance of common stock for restricted share vesting, net of employee tax withholdings | (740) | (740) | |||
Repurchases of common stock (in shares) | (335,000) | ||||
Repurchases of common stock | $ (30,000) | $ (3) | (29,997) | ||
Balance ending of period (in shares) at Jun. 30, 2022 | 54,110,459 | 54,110,000 | |||
Balance ending of period at Jun. 30, 2022 | $ 1,716,950 | $ 541 | $ 512,662 | $ (162,702) | $ 1,366,449 |
UNAUDITED CONSOLIDATED STATEM_6
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (PARENTHETICAL) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Stockholders' Equity [Abstract] | |||
Common stock, per value (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
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” or the “Company”) 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, 2021. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIESThe 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, 2021. There have been no material changes in these policies or their application during the periods presented. |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES The Company’s third-party revenues are disaggregated by geographic location and source of revenue as management believes these categories depict how revenue and cash flows are affected by economic factors. The Company's significant sources of revenue include: Technical Services —Technical Services contribute to the revenues of the Environmental Services operating segment. Revenues for these services are generated from fees charged for waste material management and disposal services including onsite environmental management services, large remediation projects, 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 those managed by municipalities and utility providers, or other locations on a scheduled or emergency response basis. Services include confined space entry for tank cleaning, site decontamination, remediation, railcar cleaning, manhole/vault clean outs, product recovery and transfer and vacuum services. Additional services include filtration and water treatment services. Response services for environmental emergencies of any scale range from man-made disasters such as oil spills to natural disasters such as hurricanes. Emergency response services also include spill cleanup on land and water, contagion disinfection, decontamination and disposal services most recently 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 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. 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, pigging and high and ultra-high pressure water cleaning, leak detection and repair, 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 executing the revenue contracts. Revenues from providing containerized waste handling and disposal services, parts washer services and vacuum services, referred to collectively as the Safety-Kleen branches' 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 revenue from services 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 related sales 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. The following tables present the Company's third-party revenue disaggregated by source of revenue and geography (in thousands): For the Three Months Ended June 30, 2022 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 945,579 $ 236,879 $ 79 $ 1,182,537 Canada 138,927 34,848 — 173,775 Total third-party revenues $ 1,084,506 $ 271,727 $ 79 $ 1,356,312 Sources of Revenue Technical Services $ 387,019 $ — $ — $ 387,019 Field and Emergency Response Services (1) 144,860 — — 144,860 Industrial Services and Other (2) 360,870 — 79 360,949 Safety-Kleen Environmental Services 191,757 49,381 — 241,138 Safety-Kleen Oil — 222,346 — 222,346 Total third-party revenues $ 1,084,506 $ 271,727 $ 79 $ 1,356,312 _____________ (1) Includes approximately $34.2 million of third-party revenues from the operations of the HydroChemPSC business (2) Includes approximately $173.7 million of third-party revenues from the operations of the HydroChemPSC business For the Three Months Ended June 30, 2021 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 616,585 $ 180,216 $ 79 $ 796,880 Canada 106,562 23,016 — 129,578 Total third-party revenues $ 723,147 $ 203,232 $ 79 $ 926,458 Sources of Revenue Technical Services $ 306,865 $ — $ — $ 306,865 Field and Emergency Response Services 106,986 — — 106,986 Industrial Services and Other 150,367 — 79 150,446 Safety-Kleen Environmental Services 158,929 40,453 — 199,382 Safety-Kleen Oil — 162,779 — 162,779 Total third-party revenues $ 723,147 $ 203,232 $ 79 $ 926,458 For the Six Months Ended June 30, 2022 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 1,780,257 $ 439,409 $ 151 $ 2,219,817 Canada 245,047 60,557 — 305,604 Total third-party revenues $ 2,025,304 $ 499,966 $ 151 $ 2,525,421 Sources of Revenue Technical Services $ 710,675 $ — $ — $ 710,675 Field and Emergency Response Services (1) 277,219 — — 277,219 Industrial Services and Other (2) 669,708 — 151 669,859 Safety-Kleen Environmental Services 367,702 93,769 — 461,471 Safety-Kleen Oil — 406,197 — 406,197 Total third-party revenues $ 2,025,304 $ 499,966 $ 151 $ 2,525,421 _____________ (1) Includes approximately $62.2 million of third-party revenues from the operations of the HydroChemPSC business (2) Includes approximately $329.8 million of third-party revenues from the operations of the HydroChemPSC business For the Six Months Ended June 30, 2021 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 1,192,093 $ 319,206 $ 158 $ 1,511,457 Canada 183,932 39,217 — 223,149 Total third-party revenues $ 1,376,025 $ 358,423 $ 158 $ 1,734,606 Sources of Revenue Technical Services $ 578,905 $ — $ — $ 578,905 Field and Emergency Response Services 212,154 — — 212,154 Industrial Services and Other 270,177 — 158 270,335 Safety-Kleen Environmental Services 314,789 79,431 — 394,220 Safety-Kleen Oil — 278,992 — 278,992 Total third-party revenues $ 1,376,025 $ 358,423 $ 158 $ 1,734,606 Contract Balances (in thousands) June 30, 2022 December 31, 2021 Receivables $ 1,005,488 $ 792,734 Contract assets (unbilled receivables) 134,173 94,963 Contract liabilities (deferred revenue) 94,531 83,749 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 generally 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 | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS 2022 Acquisition On June 17, 2022, the Company acquired a privately-owned company for an all-cash purchase price of approximately $73.8 million, net of cash acquired and subject to working capital adjustments. The operations of the newly acquired company expand the Safety-Kleen Sustainability Solutions segment's waste oil collection capabilities and re-refining business throughout the southeast region of the United States, including the addition of a re-refinery in Georgia. The preliminary allocation of the purchase price is provisional and was based on estimates of the fair value of assets acquired and liabilities assumed as of June 17, 2022. The Company continues to obtain information to complete the valuation of these balances and the associated income tax accounting. Measurement period adjustments will reflect new information obtained about facts and circumstances that existed as of the acquisition date. The following table summarizes the preliminary determination and recognition of assets acquired and liabilities assumed (in thousands): At June 17, 2022 Accounts receivable $ 1,079 Inventories and supplies 5,737 Prepaid expenses and other current assets 269 Property, plant and equipment 23,270 Permits and other intangibles 16,750 Operating lease right-of-use assets 585 Other non-current assets 42 Current liabilities (2,756) Current portion of operating lease liabilities (186) Operating lease liabilities, less current portion (399) Total identifiable net assets 44,391 Goodwill 29,375 Total purchase price $ 73,766 Intangible assets acquired include supplier relationships, permits, customer relationships and trademarks/tradenames and are anticipated to have estimated useful lives of between five The operations included in the Company's financial statements for the period ended June 30, 2022 and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2021 are immaterial to the consolidated financial statements of the Company. 2021 Acquisitions On October 8, 2021, the Company completed the acquisition of LJ Energy Services Intermediate Holding Corp. and its subsidiaries (collectively, “HydroChemPSC”), a privately-owned company, for an all-cash purchase price of approximately $1.23 billion. HydroChemPSC is a leading U.S. provider of industrial cleaning, specialty maintenance and utilities services. These operations enhance and have been integrated into the Company's Environmental Services segment. In the first quarter of 2022, the Company received $5.0 million after finalizing the acquisition date working capital balances, which decreased the overall purchase price. The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of October 8, 2021. The Company continues to obtain information to complete the valuation of these balances and the associated income tax accounting. Measurement period adjustments reflect new information obtained about facts and circumstances that existed as of the acquisition date, including the adjustment for the monies received for the working capital finalization noted above. The components and allocation of the purchase price consist of the following amounts (in thousands): At Acquisition Date As Reported December 31, 2021 Measurement Period Adjustments At Acquisition Date As Reported June 30, 2022 Accounts receivable, including unbilled receivables $ 131,924 $ (395) $ 131,529 Inventories and supplies 3,162 — 3,162 Prepaid expenses and other current assets 16,016 363 16,379 Property, plant and equipment 313,540 — 313,540 Other intangibles 289,000 — 289,000 Operating lease right-of-use assets 34,347 68 34,415 Other non-current assets 1,045 (60) 985 Current liabilities (115,704) (883) (116,587) Current portion of operating lease liabilities (11,659) 382 (11,277) Operating lease liabilities, less current portion (26,128) (216) (26,344) Deferred tax liabilities (85,908) 2,436 (83,472) Other long-term liabilities (2,685) (242) (2,927) Total identifiable net assets 546,950 1,453 548,403 Goodwill (i) 683,463 (6,453) 677,010 Total purchase price $ 1,230,413 $ (5,000) $ 1,225,413 _____________ (i) Goodwill represents the excess of the fair value of the net assets acquired over the purchase price. Goodwill of $677.0 million was assigned to the Environmental Sales & Service reporting unit and is attributable to the future economic benefits arising from the acquired operations, synergies and the acquired workforce of HydroChemPSC. None of the goodwill related to this acquisition will be deductible for tax purposes. HydroChemPSC's results of operations have been included in the Company's financial statements for the period subsequent to the completion of the acquisition on October 8, 2021. The following unaudited supplemental pro-forma data presents consolidated information as if the acquisition had occurred on January 1, 2021 (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Pro forma combined revenues $ 1,121,121 $ 2,107,309 Pro forma combined net income 74,526 102,078 The pro forma results do not include any costs incurred directly attributable to the acquisition of HydroChemPSC. The pro forma results do reflect impacts resulting from the issuance of $1.0 billion senior secured term loans issued in connection with the acquisition assuming interest rates in effect at the time of the acquisition. This pro forma financial information is not necessarily indicative of the Company's consolidated operating results that would have been reported had the transactions been completed as described herein, nor is such information necessarily indicative of the Company's consolidated results for any future period. Interest expense used in calculating the pro forma net income did not contemplate the interest rate swaps that the Company put in place in early 2022. On March 27, 2021, the Company also 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 final goodwill amount of $16.3 million was recognized. |
DISPOSITION OF BUSINESS
DISPOSITION OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITION OF BUSINESS | DISPOSITION OF BUSINESSOn June 30, 2022, the Company completed the sale of a line of business as part of its continuous focus on divesting certain non-core operations. The divested line of business was previously included within the Sales & Services reporting unit of the Environmental Services segment. The Company determined that the disposition did not constitute a strategic shift and that the impact on the Company's overall operations and financial results will not be material. Accordingly, the operations associated with the disposal are not reported in discontinued operations. The line of business was sold for $19.5 million and is subject to customary post-closing conditions. The gain on sale of $8.9 million, after accounting for the assets sold, liabilities transferred upon sale and transaction costs, is included in gain on sale of business in the Company’s consolidated statement of operations |
INVENTORIES AND SUPPLIES
INVENTORIES AND SUPPLIES | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES AND SUPPLIES | INVENTORIES AND SUPPLIES Inventories and supplies consisted of the following (in thousands): June 30, 2022 December 31, 2021 Oil and oil related products $ 112,656 $ 101,965 Supplies 136,038 126,602 Solvent and solutions 11,304 8,099 Other 15,698 14,026 Total inventories and supplies $ 275,696 $ 250,692 Supplies inventories consist primarily of critical spare parts to support the Company's incinerator and re-refinery operations and other general supplies used in our normal day-to-day operations. Other inventories consist 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 | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following (in thousands): June 30, 2022 December 31, 2021 Land $ 174,744 $ 165,010 Asset retirement costs (non-landfill) 19,598 19,105 Landfill assets 214,558 205,873 Buildings and improvements (1) 571,078 551,795 Camp equipment 124,672 127,680 Vehicles (2) 950,754 912,836 Equipment (3) 2,136,376 2,092,395 Furniture and fixtures 6,574 6,444 Construction in progress 98,189 60,447 4,296,543 4,141,585 Less - accumulated depreciation and amortization 2,383,398 2,278,410 Total property, plant and equipment, net $ 1,913,145 $ 1,863,175 ________________ (1) Balances inclusive of gross right-of-use ("ROU") assets classified as finance leases of $8.0 million and $8.9 million respectively. (2) Balances inclusive of gross ROU assets classified as finance leases of $85.3 million and $77.7 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 $75.6 million and $147.7 million for the three and six months ended June 30, 2022, respectively. Depreciation expense, inclusive of landfill and finance lease amortization, was $63.8 million and $128.4 million for the three and six months ended June 30, 2021, respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The changes in goodwill by segment for the six months ended June 30, 2022 were as follows (in thousands): Environmental Services Safety-Kleen Sustainability Solutions Totals Balance at January 1, 2022 $ 1,085,534 $ 141,508 $ 1,227,042 Increase from current period acquisition — 29,375 29,375 Measurement period adjustments from prior period acquisition (6,453) — (6,453) Decrease from disposition of business (4,412) — (4,412) Foreign currency translation (659) (238) (897) Balance at June 30, 2022 $ 1,074,010 $ 170,645 $ 1,244,655 The decrease from disposition of business relates to the divestiture discussed in Note 5, "Disposition of Business." The Company assesses goodwill on an annual basis as of December 31 or at an interim date when events or changes in the business environment (“triggering events”) would more likely than not reduce the fair value of a reporting unit below its carrying value. During the period ended June 30, 2022, no such triggering events were identified. As of June 30, 2022 and December 31, 2021, the Company's intangible assets consisted of the following (in thousands): June 30, 2022 December 31, 2021 Cost Accumulated Net Cost Accumulated Net Permits $ 189,675 $ 105,957 $ 83,718 $ 187,519 $ 102,408 $ 85,111 Customer and supplier relationships 589,192 229,277 359,915 576,474 214,776 361,698 Other intangible assets 95,688 25,100 70,588 94,271 19,359 74,912 Total amortizable permits and other intangible assets 874,555 360,334 514,221 858,264 336,543 521,721 Trademarks and trade names 123,033 — 123,033 123,191 — 123,191 Total permits and other intangible assets $ 997,588 $ 360,334 $ 637,254 $ 981,455 $ 336,543 $ 644,912 Amortization expense of permits, customer and supplier relationships and other intangible assets was $12.3 million and $24.5 million in the three and six months ended June 30, 2022, respectively. Amortization expense of permits, customer and supplier relationships and other intangible assets was $7.8 million and $15.4 million in the three and six months ended June 30, 2021, respectively. The expected amortization of the net carrying amount of finite-lived intangible assets at June 30, 2022 was as follows (in thousands): Years Ending December 31, Expected Amortization 2022 (six months) $ 24,966 2023 45,728 2024 40,256 2025 39,051 2026 37,167 Thereafter 327,053 $ 514,221 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 December 31, 2021 Accrued insurance $ 96,642 $ 102,853 Accrued interest 19,763 19,785 Accrued compensation and benefits 113,575 133,604 Accrued income, real estate, sales and other taxes 66,071 29,954 Interest rate swap liability — 17,383 Accrued other 90,996 87,835 $ 387,047 $ 391,414 The decrease in the interest rate swap liability balance from December 31, 2021 is due to changes in future interest rate expectations. As of June 30, 2022, the interest rate swap derivatives are in an asset position and therefore are included within Other Assets on the consolidated balance sheet. For additional information relating to the interest rate swaps, see Note 12, "Financing Arrangements." |
CLOSURE AND POST-CLOSURE LIABIL
CLOSURE AND POST-CLOSURE LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 through June 30, 2022 were as follows (in thousands): Landfill Non-Landfill Total Balance at January 1, 2022 $ 53,425 $ 45,678 $ 99,103 New asset retirement obligations 1,657 — 1,657 Accretion 2,250 1,993 4,243 Changes in estimates recorded to consolidated statement of operations 329 47 376 Changes in estimates recorded to consolidated balance sheet — 504 504 Expenditures (2,126) (622) (2,748) Currency translation and other (100) (38) (138) Balance at June 30, 2022 $ 55,435 $ 47,562 $ 102,997 In the six months ended June 30, 2022, there were no significant charges or benefits resulting from changes in estimates for closure and post-closure liabilities. New asset retirement obligations incurred during the first six months of 2022 were discounted at the credit-adjusted risk-free rate of 5.37%. |
REMEDIAL LIABILITIES
REMEDIAL LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Environmental Remediation Obligations [Abstract] | |
REMEDIAL LIABILITIES | REMEDIAL LIABILITIES The changes to remedial liabilities from January 1, 2022 through June 30, 2022 were as follows (in thousands): Remedial Remedial Remedial Total Balance at January 1, 2022 $ 1,780 $ 59,787 $ 50,306 $ 111,873 Liability assumed in acquisition of real estate — — 13,073 13,073 Measurement period adjustment from a prior period acquisition — — 242 242 Accretion 42 1,264 804 2,110 Changes in estimates recorded to consolidated statement of operations 1 731 124 856 Expenditures (25) (1,676) (2,579) (4,280) Currency translation and other — (9) (209) (218) Balance at June 30, 2022 $ 1,798 $ 60,097 $ 61,761 $ 123,656 In the six months ended June 30, 2022, there were no significant benefits or charges resulting from changes in estimates for remedial liabilities. The $13.1 million liability assumed in acquisition relates to real estate that the Company acquired in the first quarter of 2022. In purchasing the property, the Company assumed a known associated remedial liability, which was contemplated in the purchase price. |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Long-term Debt The following table is a summary of the Company’s long-term debt (in thousands): Current Portion of Long-Term Debt: June 30, 2022 December 31, 2021 Secured senior term loans $ 17,535 $ 17,535 Long-Term Debt: Secured senior term loans due June 30, 2024 ("2024 Term Loans") $ 708,323 $ 712,091 Secured senior term loans due October 8, 2028 ("2028 Term Loans") 985,000 990,000 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 $ 2,538,323 $ 2,547,091 Unamortized debt issuance costs and discount, net (27,360) (30,067) Long-term debt, at carrying value $ 2,510,963 $ 2,517,024 Financing Activities As of June 30, 2022 and December 31, 2021, the estimated fair value of the Company’s outstanding long-term debt, including the current portion, was $2.5 billion and $2.6 billion, respectively. 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 June 30, 2022 and December 31, 2021. As of June 30, 2022, the Company had $290.6 million available to borrow under the revolving credit facility and outstanding letters of credit were $109.4 million. Subject to certain conditions, this credit facility will expire in October 2025. 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 Term Loans are variable, the Company has effectively fixed the interest rate on $350.0 million principal of the outstanding 2024 Term Loans by entering into interest rate swap agreements in 2018 with a notional amount of $350.0 million ("2018 Swaps"). Under the terms of the 2018 Swaps, the Company receives interest based on the one-month LIBOR index and pays interest at a weighted average rate of approximately 2.92%, resulting in a fixed effective annual interest rate of approximately 4.67%. In January 2022, the Company entered into interest rate swap agreements ("2022 Swaps") with a notional amount of $600.0 million to effectively fix the interest rate on $600.0 million principal of the outstanding 2028 Term Loans. Under the terms of the 2022 Swaps' agreements, the Company will receive interest based upon the variable rates on the 2028 Term Loans and pay a fixed amount of interest. The fixed rate on these instruments is 0.931% through June 30, 2023 and then increases to 1.9645% from July 1, 2023 through September 30, 2027. The variable rate on these instruments is designed to both mirror the current 2028 Term Loan interest payments and the successor rate upon the eventual sunsetting of the LIBOR rate. Under the terms of the 2022 Swaps, the Company currently receives interest based on the one-month LIBOR index and pays interest at a weighted average rate of 0.931%, resulting in a fixed effective annual interest rate of approximately 2.931%. The Company has designated both the 2018 Swaps and the 2022 Swaps (collectively referred to as the “Swaps”) as cash flow hedges. The Company recognizes the fair value of the derivative instruments by counterparty as either a net asset, included in Other Assets, or net liability, included in Accrued expenses and other current liabilities, on the consolidated balance sheets. As of June 30, 2022, the Company recorded a related derivative asset with a fair value of $33.7 million. As of December 31, 2021, the derivative liability totaled $17.4 million. The change in the fair value of the interest rate swap liability is mainly due to the passage of time and changes in future interest rate expectations. The fair value of the Swaps are measured using discounted cash flow valuation methodologies based upon the yield curves of the relevant variable rate indexes that are observable at commonly quoted intervals for the term of the Swaps and as such is considered a Level 2 measure according to the fair value hierarchy. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 was 24.0% and 25.0%, compared to 25.9% and 27.3%, respectively, for the comparable periods in 2021. As of June 30, 2022 and December 31, 2021, the Company had recorded $3.6 million and $5.5 million, respectively, of gross liabilities for unrecognized tax benefits and $1.9 million and $2.3 million, respectively, of accrued interest. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 Numerator for basic and diluted earnings per share: Net income $ 148,157 $ 67,075 $ 193,471 $ 88,811 Denominator: Weighted-average basic shares outstanding 54,318 54,529 54,362 54,625 Dilutive effect of outstanding stock awards 279 325 277 320 Dilutive shares outstanding 54,597 54,854 54,639 54,945 Basic earnings per share: $ 2.73 $ 1.23 $ 3.56 $ 1.63 Diluted earnings per share: $ 2.71 $ 1.22 $ 3.54 $ 1.62 For the three months ended June 30, 2022 and 2021, all then outstanding performance awards and restricted stock awards were included in the calculation of diluted earnings per share except for 104,700 and 33,708, respectively, of performance stock awards for which the performance criteria were not attained at the reporting dates and 8,376 and 500, respectively, of restricted stock awards which were excluded as their inclusion would have an antidilutive effect. For the six months ended June 30, 2022 and 2021, all then outstanding performance awards and restricted stock awards were included in the calculation of diluted earnings per share except for 104,700 and 33,708, respectively, of performance stock awards for which the performance criteria were not attained at the reporting dates and 25,876 and 12,604, respectively, of restricted stock awards which were excluded as their inclusion would have an antidilutive effect. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 were as follows (in thousands): Foreign Currency Translation Unrealized (Loss) Gain on Available-For-Sale Securities Unrealized (Loss) Gain on Interest Rate Hedge Unrealized Loss on Unfunded Pension Liability Total Balance at January 1, 2022 $ (177,824) $ (150) $ (17,383) $ (655) $ (196,012) Other comprehensive (loss) income before reclassifications (7,326) (830) 45,685 10 37,539 Amounts reclassified out of accumulated other comprehensive loss — — 5,358 — 5,358 Tax benefit (provision) — 174 (9,761) — (9,587) Other comprehensive (loss) income (7,326) (656) 41,282 10 33,310 Balance at June 30, 2022 $ (185,150) $ (806) $ 23,899 $ (645) $ (162,702) The amount realized in the consolidated statement of operations during the three and six months ended June 30, 2022 which was reclassified out of accumulated other comprehensive loss was as follows (in thousands): Other Comprehensive (Loss) Income Component For the Three Months Ended June 30, 2022 For the Six Months Ended June 30, 2022 Location Unrealized loss on interest rate hedge $ (2,164) $ (5,358) Interest expense, net of interest income |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATIONTotal stock-based compensation cost charged to selling, general and administrative expenses for the three and six months ended June 30, 2022 was $6.8 million and $12.5 million, respectively. Total stock-based compensation cost charged to selling, general and administrative expenses for the three and six months ended June 30, 2021 was $3.3 million and $6.8 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation expense for the three and six months ended June 30, 2022 was $1.2 million and $2.3 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation expense for the three and six months ended June 30, 2021 was $0.8 million and $1.5 million, respectively. Restricted Stock Awards The following table summarizes information about restricted stock awards for the six months ended June 30, 2022: Restricted Stock Number of Shares Weighted Average Balance at January 1, 2022 452,197 $ 76.88 Granted 137,697 93.00 Vested (56,068) 75.94 Forfeited (15,487) 82.65 Balance at June 30, 2022 518,339 81.09 As of June 30, 2022, there was $30.4 million of total unrecognized compensation cost arising from restricted stock awards. This cost is expected to be recognized over a weighted average period of 2.8 years. The total fair value of restricted stock vested during the three and six months ended June 30, 2022 was $3.9 million and $5.6 million, respectively. The total fair value of restricted stock vested during the three and six months ended June 30, 2021 was $4.9 million and $8.9 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, 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 six months ended June 30, 2022: Performance Stock Number of Shares Weighted Average Balance at January 1, 2022 169,757 $ 85.56 Granted 154,172 92.64 Vested (35,718) 86.14 Forfeited (5,722) 87.14 Balance at June 30, 2022 282,489 89.32 As of June 30, 2022, there was $13.1 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 June 30, 2022 and June 30, 2021. The total fair value of performance awards vested during the six months ended June 30, 2022 and June 30, 2021 was $3.8 million and $6.4 million, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021, the Company had recorded reserves of $36.8 million and $36.1 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 June 30, 2022 and December 31, 2021, the $36.8 million and $36.1 million, respectively, of reserves consisted of (i) $24.1 million for both periods, related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets, and (ii) $12.7 million and $12.0 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 June 30, 2022, 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. Product Liability Cases. 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,” Safety-Kleen has been named as a defendant in various product liability lawsuits that are currently pending in various courts and jurisdictions throughout the United States. As of June 30, 2022, Safety-Kleen has been named in approximately 60 outstanding proceedings (excluding cases which have been settled but not formally dismissed), 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 June 30, 2022. From January 1, 2022 to June 30, 2022, eight 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 17 sites. These agreements indemnify the Company (which now includes Safety-Kleen) with respect to any liability at the 17 sites for waste disposed prior to the Company's (or Safety-Kleen's) acquisition of the former subsidiaries of Waste Management and McKesson. Accordingly, the indemnifying parties are paying all costs of defending those subsidiaries in those 17 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 and McKesson, 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 June 30, 2022 and December 31, 2021, there were two proceedings for which the Company reasonably believes that the sanctions could equal or exceed $1.0 million. 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 | 6 Months Ended |
Jun. 30, 2022 | |
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. The Company is managed and reports as two operating segments; (i) the Environmental Services segment and (ii) the Safety-Kleen Sustainability Solutions segment. 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 six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Third-party revenues Intersegment revenues, net Direct revenues Third-party revenues Intersegment revenues, net Direct revenues Environmental Services $ 1,084,506 $ 6,237 $ 1,090,743 $ 723,147 $ 950 $ 724,097 Safety-Kleen Sustainability Solutions 271,727 (6,237) 265,490 203,232 (950) 202,282 Corporate Items 79 — 79 79 — 79 Total $ 1,356,312 $ — $ 1,356,312 $ 926,458 $ — $ 926,458 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Third-party revenues Intersegment revenues, net Direct revenues Third-party revenues Intersegment revenues, net Direct revenues Environmental Services $ 2,025,304 $ 12,884 $ 2,038,188 $ 1,376,025 $ 2,674 $ 1,378,699 Safety-Kleen Sustainability Solutions 499,966 (12,884) 487,082 358,423 (2,674) 355,749 Corporate Items 151 — 151 158 — 158 Total $ 2,525,421 $ — $ 2,525,421 $ 1,734,606 $ — $ 1,734,606 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 (income) expense, net. The following table presents Adjusted EBITDA information used by management by reported segment (in thousands): For the Three Months Ended For the Six Months Ended June 30, June 30, 2022 2021 2022 2021 Adjusted EBITDA: Environmental Services $ 269,341 $ 176,041 $ 452,943 $ 316,295 Safety-Kleen Sustainability Solutions 97,010 63,314 148,887 94,946 Corporate Items (57,281) (51,584) (112,501) (94,019) Total 309,070 187,771 489,329 317,222 Reconciliation to Consolidated Statements of Operations: Accretion of environmental liabilities 3,197 2,873 6,353 5,826 Stock-based compensation 6,835 3,305 12,547 6,785 Depreciation and amortization 87,868 71,592 172,166 143,755 Income from operations 211,170 110,001 298,263 160,856 Other (income) expense, net (1,265) 1,480 (1,969) 2,708 Gain on sale of business (8,864) — (8,864) — Interest expense, net of interest income 26,256 18,051 51,273 35,969 Income before provision for income taxes $ 195,043 $ 90,470 $ 257,823 $ 122,179 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Revenue recognition | The Company’s third-party revenues are disaggregated by geographic location and source of revenue as management believes these categories depict how revenue and cash flows are affected by economic factors. The Company's significant sources of revenue include: Technical Services —Technical Services contribute to the revenues of the Environmental Services operating segment. Revenues for these services are generated from fees charged for waste material management and disposal services including onsite environmental management services, large remediation projects, 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 those managed by municipalities and utility providers, or other locations on a scheduled or emergency response basis. Services include confined space entry for tank cleaning, site decontamination, remediation, railcar cleaning, manhole/vault clean outs, product recovery and transfer and vacuum services. Additional services include filtration and water treatment services. Response services for environmental emergencies of any scale range from man-made disasters such as oil spills to natural disasters such as hurricanes. Emergency response services also include spill cleanup on land and water, contagion disinfection, decontamination and disposal services most recently 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 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. 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, pigging and high and ultra-high pressure water cleaning, leak detection and repair, 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 executing the revenue contracts. Revenues from providing containerized waste handling and disposal services, parts washer services and vacuum services, referred to collectively as the Safety-Kleen branches' 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 revenue from services 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 related sales 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) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present the Company's third-party revenue disaggregated by source of revenue and geography (in thousands): For the Three Months Ended June 30, 2022 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 945,579 $ 236,879 $ 79 $ 1,182,537 Canada 138,927 34,848 — 173,775 Total third-party revenues $ 1,084,506 $ 271,727 $ 79 $ 1,356,312 Sources of Revenue Technical Services $ 387,019 $ — $ — $ 387,019 Field and Emergency Response Services (1) 144,860 — — 144,860 Industrial Services and Other (2) 360,870 — 79 360,949 Safety-Kleen Environmental Services 191,757 49,381 — 241,138 Safety-Kleen Oil — 222,346 — 222,346 Total third-party revenues $ 1,084,506 $ 271,727 $ 79 $ 1,356,312 _____________ (1) Includes approximately $34.2 million of third-party revenues from the operations of the HydroChemPSC business (2) Includes approximately $173.7 million of third-party revenues from the operations of the HydroChemPSC business For the Three Months Ended June 30, 2021 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 616,585 $ 180,216 $ 79 $ 796,880 Canada 106,562 23,016 — 129,578 Total third-party revenues $ 723,147 $ 203,232 $ 79 $ 926,458 Sources of Revenue Technical Services $ 306,865 $ — $ — $ 306,865 Field and Emergency Response Services 106,986 — — 106,986 Industrial Services and Other 150,367 — 79 150,446 Safety-Kleen Environmental Services 158,929 40,453 — 199,382 Safety-Kleen Oil — 162,779 — 162,779 Total third-party revenues $ 723,147 $ 203,232 $ 79 $ 926,458 For the Six Months Ended June 30, 2022 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 1,780,257 $ 439,409 $ 151 $ 2,219,817 Canada 245,047 60,557 — 305,604 Total third-party revenues $ 2,025,304 $ 499,966 $ 151 $ 2,525,421 Sources of Revenue Technical Services $ 710,675 $ — $ — $ 710,675 Field and Emergency Response Services (1) 277,219 — — 277,219 Industrial Services and Other (2) 669,708 — 151 669,859 Safety-Kleen Environmental Services 367,702 93,769 — 461,471 Safety-Kleen Oil — 406,197 — 406,197 Total third-party revenues $ 2,025,304 $ 499,966 $ 151 $ 2,525,421 _____________ (1) Includes approximately $62.2 million of third-party revenues from the operations of the HydroChemPSC business (2) Includes approximately $329.8 million of third-party revenues from the operations of the HydroChemPSC business For the Six Months Ended June 30, 2021 Environmental Services Safety-Kleen Sustainability Solutions Corporate Total Primary Geographical Markets United States $ 1,192,093 $ 319,206 $ 158 $ 1,511,457 Canada 183,932 39,217 — 223,149 Total third-party revenues $ 1,376,025 $ 358,423 $ 158 $ 1,734,606 Sources of Revenue Technical Services $ 578,905 $ — $ — $ 578,905 Field and Emergency Response Services 212,154 — — 212,154 Industrial Services and Other 270,177 — 158 270,335 Safety-Kleen Environmental Services 314,789 79,431 — 394,220 Safety-Kleen Oil — 278,992 — 278,992 Total third-party revenues $ 1,376,025 $ 358,423 $ 158 $ 1,734,606 |
Schedule of Contract Balances | (in thousands) June 30, 2022 December 31, 2021 Receivables $ 1,005,488 $ 792,734 Contract assets (unbilled receivables) 134,173 94,963 Contract liabilities (deferred revenue) 94,531 83,749 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Allocation of Purchase Price | The following table summarizes the preliminary determination and recognition of assets acquired and liabilities assumed (in thousands): At June 17, 2022 Accounts receivable $ 1,079 Inventories and supplies 5,737 Prepaid expenses and other current assets 269 Property, plant and equipment 23,270 Permits and other intangibles 16,750 Operating lease right-of-use assets 585 Other non-current assets 42 Current liabilities (2,756) Current portion of operating lease liabilities (186) Operating lease liabilities, less current portion (399) Total identifiable net assets 44,391 Goodwill 29,375 Total purchase price $ 73,766 At Acquisition Date As Reported December 31, 2021 Measurement Period Adjustments At Acquisition Date As Reported June 30, 2022 Accounts receivable, including unbilled receivables $ 131,924 $ (395) $ 131,529 Inventories and supplies 3,162 — 3,162 Prepaid expenses and other current assets 16,016 363 16,379 Property, plant and equipment 313,540 — 313,540 Other intangibles 289,000 — 289,000 Operating lease right-of-use assets 34,347 68 34,415 Other non-current assets 1,045 (60) 985 Current liabilities (115,704) (883) (116,587) Current portion of operating lease liabilities (11,659) 382 (11,277) Operating lease liabilities, less current portion (26,128) (216) (26,344) Deferred tax liabilities (85,908) 2,436 (83,472) Other long-term liabilities (2,685) (242) (2,927) Total identifiable net assets 546,950 1,453 548,403 Goodwill (i) 683,463 (6,453) 677,010 Total purchase price $ 1,230,413 $ (5,000) $ 1,225,413 _____________ (i) Goodwill represents the excess of the fair value of the net assets acquired over the purchase price. Goodwill of $677.0 million was assigned to the Environmental Sales & Service reporting unit and is attributable to the future economic benefits arising from the acquired operations, synergies and the acquired workforce of HydroChemPSC. None of the goodwill related to this acquisition will be deductible for tax purposes. |
Business Acquisition, Pro Forma Information | The following unaudited supplemental pro-forma data presents consolidated information as if the acquisition had occurred on January 1, 2021 (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Pro forma combined revenues $ 1,121,121 $ 2,107,309 Pro forma combined net income 74,526 102,078 |
INVENTORIES AND SUPPLIES (Table
INVENTORIES AND SUPPLIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories and Supplies | Inventories and supplies consisted of the following (in thousands): June 30, 2022 December 31, 2021 Oil and oil related products $ 112,656 $ 101,965 Supplies 136,038 126,602 Solvent and solutions 11,304 8,099 Other 15,698 14,026 Total inventories and supplies $ 275,696 $ 250,692 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): June 30, 2022 December 31, 2021 Land $ 174,744 $ 165,010 Asset retirement costs (non-landfill) 19,598 19,105 Landfill assets 214,558 205,873 Buildings and improvements (1) 571,078 551,795 Camp equipment 124,672 127,680 Vehicles (2) 950,754 912,836 Equipment (3) 2,136,376 2,092,395 Furniture and fixtures 6,574 6,444 Construction in progress 98,189 60,447 4,296,543 4,141,585 Less - accumulated depreciation and amortization 2,383,398 2,278,410 Total property, plant and equipment, net $ 1,913,145 $ 1,863,175 ________________ (1) Balances inclusive of gross right-of-use ("ROU") assets classified as finance leases of $8.0 million and $8.9 million respectively. (2) Balances inclusive of gross ROU assets classified as finance leases of $85.3 million and $77.7 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) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes to Goodwill | The changes in goodwill by segment for the six months ended June 30, 2022 were as follows (in thousands): Environmental Services Safety-Kleen Sustainability Solutions Totals Balance at January 1, 2022 $ 1,085,534 $ 141,508 $ 1,227,042 Increase from current period acquisition — 29,375 29,375 Measurement period adjustments from prior period acquisition (6,453) — (6,453) Decrease from disposition of business (4,412) — (4,412) Foreign currency translation (659) (238) (897) Balance at June 30, 2022 $ 1,074,010 $ 170,645 $ 1,244,655 |
Schedule of Finite-Lived Intangible Assets | As of June 30, 2022 and December 31, 2021, the Company's intangible assets consisted of the following (in thousands): June 30, 2022 December 31, 2021 Cost Accumulated Net Cost Accumulated Net Permits $ 189,675 $ 105,957 $ 83,718 $ 187,519 $ 102,408 $ 85,111 Customer and supplier relationships 589,192 229,277 359,915 576,474 214,776 361,698 Other intangible assets 95,688 25,100 70,588 94,271 19,359 74,912 Total amortizable permits and other intangible assets 874,555 360,334 514,221 858,264 336,543 521,721 Trademarks and trade names 123,033 — 123,033 123,191 — 123,191 Total permits and other intangible assets $ 997,588 $ 360,334 $ 637,254 $ 981,455 $ 336,543 $ 644,912 |
Summary of Indefinite-Lived Intangible Assets | As of June 30, 2022 and December 31, 2021, the Company's intangible assets consisted of the following (in thousands): June 30, 2022 December 31, 2021 Cost Accumulated Net Cost Accumulated Net Permits $ 189,675 $ 105,957 $ 83,718 $ 187,519 $ 102,408 $ 85,111 Customer and supplier relationships 589,192 229,277 359,915 576,474 214,776 361,698 Other intangible assets 95,688 25,100 70,588 94,271 19,359 74,912 Total amortizable permits and other intangible assets 874,555 360,334 514,221 858,264 336,543 521,721 Trademarks and trade names 123,033 — 123,033 123,191 — 123,191 Total permits and other intangible assets $ 997,588 $ 360,334 $ 637,254 $ 981,455 $ 336,543 $ 644,912 |
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 June 30, 2022 was as follows (in thousands): Years Ending December 31, Expected Amortization 2022 (six months) $ 24,966 2023 45,728 2024 40,256 2025 39,051 2026 37,167 Thereafter 327,053 $ 514,221 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued insurance $ 96,642 $ 102,853 Accrued interest 19,763 19,785 Accrued compensation and benefits 113,575 133,604 Accrued income, real estate, sales and other taxes 66,071 29,954 Interest rate swap liability — 17,383 Accrued other 90,996 87,835 $ 387,047 $ 391,414 |
CLOSURE AND POST-CLOSURE LIAB_2
CLOSURE AND POST-CLOSURE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 through June 30, 2022 were as follows (in thousands): Landfill Non-Landfill Total Balance at January 1, 2022 $ 53,425 $ 45,678 $ 99,103 New asset retirement obligations 1,657 — 1,657 Accretion 2,250 1,993 4,243 Changes in estimates recorded to consolidated statement of operations 329 47 376 Changes in estimates recorded to consolidated balance sheet — 504 504 Expenditures (2,126) (622) (2,748) Currency translation and other (100) (38) (138) Balance at June 30, 2022 $ 55,435 $ 47,562 $ 102,997 |
REMEDIAL LIABILITIES (Tables)
REMEDIAL LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Environmental Remediation Obligations [Abstract] | |
Schedule of Changes to Remedial Liabilities | The changes to remedial liabilities from January 1, 2022 through June 30, 2022 were as follows (in thousands): Remedial Remedial Remedial Total Balance at January 1, 2022 $ 1,780 $ 59,787 $ 50,306 $ 111,873 Liability assumed in acquisition of real estate — — 13,073 13,073 Measurement period adjustment from a prior period acquisition — — 242 242 Accretion 42 1,264 804 2,110 Changes in estimates recorded to consolidated statement of operations 1 731 124 856 Expenditures (25) (1,676) (2,579) (4,280) Currency translation and other — (9) (209) (218) Balance at June 30, 2022 $ 1,798 $ 60,097 $ 61,761 $ 123,656 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of the Entity's Financial Arrangements | The following table is a summary of the Company’s long-term debt (in thousands): Current Portion of Long-Term Debt: June 30, 2022 December 31, 2021 Secured senior term loans $ 17,535 $ 17,535 Long-Term Debt: Secured senior term loans due June 30, 2024 ("2024 Term Loans") $ 708,323 $ 712,091 Secured senior term loans due October 8, 2028 ("2028 Term Loans") 985,000 990,000 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 $ 2,538,323 $ 2,547,091 Unamortized debt issuance costs and discount, net (27,360) (30,067) Long-term debt, at carrying value $ 2,510,963 $ 2,517,024 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 Numerator for basic and diluted earnings per share: Net income $ 148,157 $ 67,075 $ 193,471 $ 88,811 Denominator: Weighted-average basic shares outstanding 54,318 54,529 54,362 54,625 Dilutive effect of outstanding stock awards 279 325 277 320 Dilutive shares outstanding 54,597 54,854 54,639 54,945 Basic earnings per share: $ 2.73 $ 1.23 $ 3.56 $ 1.63 Diluted earnings per share: $ 2.71 $ 1.22 $ 3.54 $ 1.62 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The changes in accumulated other comprehensive loss by component and related tax impacts for the six months ended June 30, 2022 were as follows (in thousands): Foreign Currency Translation Unrealized (Loss) Gain on Available-For-Sale Securities Unrealized (Loss) Gain on Interest Rate Hedge Unrealized Loss on Unfunded Pension Liability Total Balance at January 1, 2022 $ (177,824) $ (150) $ (17,383) $ (655) $ (196,012) Other comprehensive (loss) income before reclassifications (7,326) (830) 45,685 10 37,539 Amounts reclassified out of accumulated other comprehensive loss — — 5,358 — 5,358 Tax benefit (provision) — 174 (9,761) — (9,587) Other comprehensive (loss) income (7,326) (656) 41,282 10 33,310 Balance at June 30, 2022 $ (185,150) $ (806) $ 23,899 $ (645) $ (162,702) |
Schedule of Reclassification Out of Accumulated Other Comprehensive Loss | The amount realized in the consolidated statement of operations during the three and six months ended June 30, 2022 which was reclassified out of accumulated other comprehensive loss was as follows (in thousands): Other Comprehensive (Loss) Income Component For the Three Months Ended June 30, 2022 For the Six Months Ended June 30, 2022 Location Unrealized loss on interest rate hedge $ (2,164) $ (5,358) Interest expense, net of interest income |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards | The following table summarizes information about restricted stock awards for the six months ended June 30, 2022: Restricted Stock Number of Shares Weighted Average Balance at January 1, 2022 452,197 $ 76.88 Granted 137,697 93.00 Vested (56,068) 75.94 Forfeited (15,487) 82.65 Balance at June 30, 2022 518,339 81.09 |
Schedule of Performance Stock Awards | The following table summarizes information about performance stock awards for the six months ended June 30, 2022: Performance Stock Number of Shares Weighted Average Balance at January 1, 2022 169,757 $ 85.56 Granted 154,172 92.64 Vested (35,718) 86.14 Forfeited (5,722) 87.14 Balance at June 30, 2022 282,489 89.32 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Third-party revenues Intersegment revenues, net Direct revenues Third-party revenues Intersegment revenues, net Direct revenues Environmental Services $ 1,084,506 $ 6,237 $ 1,090,743 $ 723,147 $ 950 $ 724,097 Safety-Kleen Sustainability Solutions 271,727 (6,237) 265,490 203,232 (950) 202,282 Corporate Items 79 — 79 79 — 79 Total $ 1,356,312 $ — $ 1,356,312 $ 926,458 $ — $ 926,458 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Third-party revenues Intersegment revenues, net Direct revenues Third-party revenues Intersegment revenues, net Direct revenues Environmental Services $ 2,025,304 $ 12,884 $ 2,038,188 $ 1,376,025 $ 2,674 $ 1,378,699 Safety-Kleen Sustainability Solutions 499,966 (12,884) 487,082 358,423 (2,674) 355,749 Corporate Items 151 — 151 158 — 158 Total $ 2,525,421 $ — $ 2,525,421 $ 1,734,606 $ — $ 1,734,606 |
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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 Adjusted EBITDA: Environmental Services $ 269,341 $ 176,041 $ 452,943 $ 316,295 Safety-Kleen Sustainability Solutions 97,010 63,314 148,887 94,946 Corporate Items (57,281) (51,584) (112,501) (94,019) Total 309,070 187,771 489,329 317,222 Reconciliation to Consolidated Statements of Operations: Accretion of environmental liabilities 3,197 2,873 6,353 5,826 Stock-based compensation 6,835 3,305 12,547 6,785 Depreciation and amortization 87,868 71,592 172,166 143,755 Income from operations 211,170 110,001 298,263 160,856 Other (income) expense, net (1,265) 1,480 (1,969) 2,708 Gain on sale of business (8,864) — (8,864) — Interest expense, net of interest income 26,256 18,051 51,273 35,969 Income before provision for income taxes $ 195,043 $ 90,470 $ 257,823 $ 122,179 |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,356,312 | $ 926,458 | $ 2,525,421 | $ 1,734,606 |
Technical Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 387,019 | 306,865 | 710,675 | 578,905 |
Field and Emergency Response Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 144,860 | 106,986 | 277,219 | 212,154 |
Field and Emergency Response Services | HydroChemPSC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,200 | 62,200 | ||
Industrial Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 360,949 | 150,446 | 669,859 | 270,335 |
Industrial Services and Other | HydroChemPSC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 173,700 | 329,800 | ||
Safety-Kleen Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 241,138 | 199,382 | 461,471 | 394,220 |
Safety-Kleen Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 222,346 | 162,779 | 406,197 | 278,992 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,182,537 | 796,880 | 2,219,817 | 1,511,457 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 173,775 | 129,578 | 305,604 | 223,149 |
Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,090,743 | 724,097 | 2,038,188 | 1,378,699 |
Safety-Kleen Sustainability Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 265,490 | 202,282 | 487,082 | 355,749 |
Operating segments | Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,084,506 | 723,147 | 2,025,304 | 1,376,025 |
Operating segments | Environmental Services | Technical Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 387,019 | 306,865 | 710,675 | 578,905 |
Operating segments | Environmental Services | Field and Emergency Response Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 144,860 | 106,986 | 277,219 | 212,154 |
Operating segments | Environmental Services | Industrial Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 360,870 | 150,367 | 669,708 | 270,177 |
Operating segments | Environmental Services | Safety-Kleen Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 191,757 | 158,929 | 367,702 | 314,789 |
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 | 945,579 | 616,585 | 1,780,257 | 1,192,093 |
Operating segments | Environmental Services | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 138,927 | 106,562 | 245,047 | 183,932 |
Operating segments | Safety-Kleen Sustainability Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 271,727 | 203,232 | 499,966 | 358,423 |
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 | 49,381 | 40,453 | 93,769 | 79,431 |
Operating segments | Safety-Kleen Sustainability Solutions | Safety-Kleen Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 222,346 | 162,779 | 406,197 | 278,992 |
Operating segments | Safety-Kleen Sustainability Solutions | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 236,879 | 180,216 | 439,409 | 319,206 |
Operating segments | Safety-Kleen Sustainability Solutions | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,848 | 23,016 | 60,557 | 39,217 |
Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 79 | 79 | 151 | 158 |
Corporate | Technical Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate | Field and Emergency Response Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate | Industrial Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 79 | 79 | 151 | 158 |
Corporate | Safety-Kleen Environmental Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate | Safety-Kleen Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Corporate | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 79 | 79 | 151 | 158 |
Corporate | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUES - Contract Balances (D
REVENUES - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Receivables | $ 1,005,488 | $ 792,734 |
Contract assets (unbilled receivables) | 134,173 | 94,963 |
Contract liabilities (deferred revenue) | $ 94,531 | $ 83,749 |
REVENUES - Additional Informati
REVENUES - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Deferred contract cost, recognition period | 3 months |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 17, 2022 | Oct. 08, 2021 | Mar. 27, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 1,244,655,000 | $ 1,227,042,000 | ||||
June 17, 2022 Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price to acquire business | $ 73,800,000 | |||||
Weighted average useful life of acquired intangible assets | 17 years | |||||
Goodwill | $ 29,375,000 | |||||
June 17, 2022 Acquisition | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset, estimated useful life | 5 years | |||||
June 17, 2022 Acquisition | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset, estimated useful life | 20 years | |||||
HydroChemPSC | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price to acquire business | $ 1,230,000,000 | |||||
Purchase price adjustment received | $ 5,000,000 | 5,000,000 | ||||
Goodwill | $ 677,010,000 | $ 683,463,000 | ||||
HydroChemPSC | Secured senior term loans due October 8, 2028 ("2028 Term Loans") | Secured debt | ||||||
Business Acquisition [Line Items] | ||||||
Debt Instrument, face amount | $ 1,000,000,000 | |||||
March 27, 2021 Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price to acquire business | $ 22,800,000 | |||||
Goodwill | $ 16,300,000 |
BUSINESS COMBINATIONS - Assets
BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Jun. 17, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,244,655,000 | $ 1,227,042,000 | ||
Measurement Period Adjustments, Goodwill | (6,453,000) | |||
June 17, 2022 Acquisition | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable, including unbilled receivables | $ 1,079,000 | |||
Inventories and supplies | 5,737,000 | |||
Prepaid expenses and other current assets | 269,000 | |||
Property, plant and equipment | 23,270,000 | |||
Other intangibles | 16,750,000 | |||
Operating lease right-of-use assets | 585,000 | |||
Other non-current assets | 42,000 | |||
Current liabilities | (2,756,000) | |||
Current portion of operating lease liabilities | (186,000) | |||
Operating lease liabilities, less current portion | (399,000) | |||
Total identifiable net assets | 44,391,000 | |||
Goodwill | 29,375,000 | |||
Total purchase price | 73,766,000 | |||
Goodwill, deductible for tax purposes | $ 29,375,000 | |||
HydroChemPSC | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable, including unbilled receivables | 131,529,000 | 131,924,000 | ||
Inventories and supplies | 3,162,000 | 3,162,000 | ||
Prepaid expenses and other current assets | 16,379,000 | 16,016,000 | ||
Property, plant and equipment | 313,540,000 | 313,540,000 | ||
Other intangibles | 289,000,000 | 289,000,000 | ||
Operating lease right-of-use assets | 34,415,000 | 34,347,000 | ||
Other non-current assets | 985,000 | 1,045,000 | ||
Current liabilities | (116,587,000) | (115,704,000) | ||
Current portion of operating lease liabilities | (11,277,000) | (11,659,000) | ||
Operating lease liabilities, less current portion | (26,344,000) | (26,128,000) | ||
Deferred tax liabilities | (83,472,000) | (85,908,000) | ||
Other long-term liabilities | (2,927,000) | (2,685,000) | ||
Total identifiable net assets | 548,403,000 | 546,950,000 | ||
Goodwill | 677,010,000 | 683,463,000 | ||
Total purchase price | 1,225,413,000 | $ 1,230,413,000 | ||
Measurement Period Adjustments, Accounts receivable, including unbilled receivables | (395,000) | |||
Measurement Period Adjustments, Prepaid expenses and other current assets | 363,000 | |||
Measurement Period Adjustments, Operating lease right-of-use assets | 68,000 | |||
Measurement Period Adjustments, Other non-current assets | (60,000) | |||
Measurement Period Adjustments, Current liabilities | (883,000) | |||
Measurement Period Adjustments, Current portion of operating lease liabilities | 382,000 | |||
Measurement Period Adjustments, Operating lease liabilities, less current portion | (216,000) | |||
Measurement Period Adjustments, Deferred tax liabilities | 2,436,000 | |||
Measurement Period Adjustments, Other long-term liabilities | (242,000) | |||
Measurement Period Adjustments, Total identifiable net assets | 1,453,000 | |||
Measurement Period Adjustments, Goodwill | (6,453,000) | |||
Measurement Period Adjustments, Total purchase price | $ (5,000,000) | (5,000,000) | ||
Goodwill, deductible for tax purposes | $ 0 |
BUSINESS COMBINATIONS - Busines
BUSINESS COMBINATIONS - Business Acquisition, Pro Forma Information (Details) - HydroChemPSC - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||
Pro forma combined revenues | $ 1,121,121 | $ 2,107,309 |
Pro forma combined net income | $ 74,526 | $ 102,078 |
DISPOSITION OF BUSINESS (Detail
DISPOSITION OF BUSINESS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of business | $ 8,864 | $ 0 | $ 8,864 | $ 0 | |
Disposed of by Sale | June 30, 2022 Disposition | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration on sale of business | $ 19,500 | $ 19,500 | $ 19,500 | ||
Gain on sale of business | $ 8,900 |
INVENTORIES AND SUPPLIES (Detai
INVENTORIES AND SUPPLIES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventories and supplies | $ 275,696 | $ 250,692 |
Oil and oil related products | ||
Inventory [Line Items] | ||
Inventories and supplies | 112,656 | 101,965 |
Supplies | ||
Inventory [Line Items] | ||
Inventories and supplies | 136,038 | 126,602 |
Solvent and solutions | ||
Inventory [Line Items] | ||
Inventories and supplies | 11,304 | 8,099 |
Other | ||
Inventory [Line Items] | ||
Inventories and supplies | $ 15,698 | $ 14,026 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,296,543 | $ 4,141,585 |
Less - accumulated depreciation and amortization | 2,383,398 | 2,278,410 |
Total property, plant and equipment, net | 1,913,145 | 1,863,175 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 174,744 | 165,010 |
Asset retirement costs (non-landfill) | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 19,598 | 19,105 |
Landfill assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 214,558 | 205,873 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 571,078 | 551,795 |
Right-of-Use assets, finance leases | 8,000 | 8,900 |
Camp equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 124,672 | 127,680 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 950,754 | 912,836 |
Right-of-Use assets, finance leases | 85,300 | 77,700 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,136,376 | 2,092,395 |
Right-of-Use assets, finance leases | 9,300 | 9,300 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,574 | 6,444 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 98,189 | $ 60,447 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense, inclusive of landfill and finance lease amortization | $ 75.6 | $ 63.8 | $ 147.7 | $ 128.4 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes to Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 1,227,042 |
Increase from current period acquisition | 29,375 |
Measurement period adjustments from prior period acquisition | (6,453) |
Decrease from disposition of business | (4,412) |
Foreign currency translation | (897) |
Goodwill, ending balance | 1,244,655 |
Environmental Services | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,085,534 |
Increase from current period acquisition | 0 |
Measurement period adjustments from prior period acquisition | (6,453) |
Decrease from disposition of business | (4,412) |
Foreign currency translation | (659) |
Goodwill, ending balance | 1,074,010 |
Safety-Kleen Sustainability Solutions | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 141,508 |
Increase from current period acquisition | 29,375 |
Measurement period adjustments from prior period acquisition | 0 |
Decrease from disposition of business | 0 |
Foreign currency translation | (238) |
Goodwill, ending balance | $ 170,645 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 0 | |||
Amortization of permits and other intangible assets | $ 12,300,000 | $ 7,800,000 | $ 24,500,000 | $ 15,400,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Finite-lived and Indefinite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | $ 874,555 | $ 858,264 |
Accumulated Amortization | 360,334 | 336,543 |
Finite-lived intangible assets, net | 514,221 | 521,721 |
Total permits and other intangible assets, Cost | 997,588 | 981,455 |
Total permits and other intangible assets, Net | 637,254 | 644,912 |
Trademarks and trade names | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks and trade names | 123,033 | 123,191 |
Permits | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 189,675 | 187,519 |
Accumulated Amortization | 105,957 | 102,408 |
Finite-lived intangible assets, net | 83,718 | 85,111 |
Customer and supplier relationships | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 589,192 | 576,474 |
Accumulated Amortization | 229,277 | 214,776 |
Finite-lived intangible assets, net | 359,915 | 361,698 |
Other intangible assets | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, cost | 95,688 | 94,271 |
Accumulated Amortization | 25,100 | 19,359 |
Finite-lived intangible assets, net | $ 70,588 | $ 74,912 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Expected Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (six months) | $ 24,966 | |
2023 | 45,728 | |
2024 | 40,256 | |
2025 | 39,051 | |
2026 | 37,167 | |
Thereafter | 327,053 | |
Finite-lived intangible assets, net | $ 514,221 | $ 521,721 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued insurance | $ 96,642 | $ 102,853 |
Accrued interest | 19,763 | 19,785 |
Accrued compensation and benefits | 113,575 | 133,604 |
Accrued income, real estate, sales and other taxes | 66,071 | 29,954 |
Interest rate swap liability | 0 | 17,383 |
Accrued other | 90,996 | 87,835 |
Total accrued expenses | $ 387,047 | $ 391,414 |
CLOSURE AND POST-CLOSURE LIAB_3
CLOSURE AND POST-CLOSURE LIABILITIES - Changes in Post-Closure Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Changes to post-closure liabilities | |
Beginning balance | $ 99,103 |
New asset retirement obligations | 1,657 |
Accretion | 4,243 |
Changes in estimates recorded to consolidated statement of operations | 376 |
Changes in estimates recorded to consolidated balance sheet | 504 |
Expenditures | (2,748) |
Currency translation and other | (138) |
Ending balance | 102,997 |
Landfill Retirement Liability | |
Changes to post-closure liabilities | |
Beginning balance | 53,425 |
New asset retirement obligations | 1,657 |
Accretion | 2,250 |
Changes in estimates recorded to consolidated statement of operations | 329 |
Changes in estimates recorded to consolidated balance sheet | 0 |
Expenditures | (2,126) |
Currency translation and other | (100) |
Ending balance | 55,435 |
Non-Landfill Retirement Liability | |
Changes to post-closure liabilities | |
Beginning balance | 45,678 |
New asset retirement obligations | 0 |
Accretion | 1,993 |
Changes in estimates recorded to consolidated statement of operations | 47 |
Changes in estimates recorded to consolidated balance sheet | 504 |
Expenditures | (622) |
Currency translation and other | (38) |
Ending balance | $ 47,562 |
CLOSURE AND POST-CLOSURE LIAB_4
CLOSURE AND POST-CLOSURE LIABILITIES - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Credit-adjusted risk-free rate | 5.37% |
REMEDIAL LIABILITIES (Details)
REMEDIAL LIABILITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Beginning balance | $ 111,873 | $ 111,873 |
Liability assumed in acquisition of real estate | 13,100 | 13,073 |
Measurement period adjustment from a prior period acquisition | 242 | |
Accretion | 2,110 | |
Changes in estimates recorded to consolidated statement of operations | 856 | |
Expenditures | (4,280) | |
Currency translation and other | (218) | |
Ending balance | 123,656 | |
Remedial Liabilities for Landfill Sites | ||
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Beginning balance | 1,780 | 1,780 |
Liability assumed in acquisition of real estate | 0 | |
Measurement period adjustment from a prior period acquisition | 0 | |
Accretion | 42 | |
Changes in estimates recorded to consolidated statement of operations | 1 | |
Expenditures | (25) | |
Currency translation and other | 0 | |
Ending balance | 1,798 | |
Remedial Liabilities for Inactive Sites | ||
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Beginning balance | 59,787 | 59,787 |
Liability assumed in acquisition of real estate | 0 | |
Measurement period adjustment from a prior period acquisition | 0 | |
Accretion | 1,264 | |
Changes in estimates recorded to consolidated statement of operations | 731 | |
Expenditures | (1,676) | |
Currency translation and other | (9) | |
Ending balance | 60,097 | |
Remedial Liabilities (Including Superfund) for Non-Landfill Operations | ||
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Beginning balance | $ 50,306 | 50,306 |
Liability assumed in acquisition of real estate | 13,073 | |
Measurement period adjustment from a prior period acquisition | 242 | |
Accretion | 804 | |
Changes in estimates recorded to consolidated statement of operations | 124 | |
Expenditures | (2,579) | |
Currency translation and other | (209) | |
Ending balance | $ 61,761 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Financing Arrangements (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ 17,535 | $ 17,535 |
Long-term debt, at par | 2,538,323 | 2,547,091 |
Unamortized debt issuance costs and discount, net | (27,360) | (30,067) |
Long-term debt, at carrying value | 2,510,963 | 2,517,024 |
Secured debt | Secured senior term loans | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 17,535 | 17,535 |
Secured debt | Secured senior term loans due June 30, 2024 ("2024 Term Loans") | ||
Debt Instrument [Line Items] | ||
Long-term debt, at par | 708,323 | 712,091 |
Secured debt | Secured senior term loans due October 8, 2028 ("2028 Term Loans") | ||
Debt Instrument [Line Items] | ||
Long-term debt, at par | 985,000 | 990,000 |
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 ($) | Jun. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Debt fair value | $ 2,500,000,000 | $ 2,600,000,000 | |
Interest rate swap, asset fair value | 33,700,000 | ||
Interest rate swap, liability fair value | 17,400,000 | ||
Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Notional amount of interest rate swap agreements | 350,000,000 | ||
Secured senior term loans due October 8, 2028 ("2028 Term Loans") | Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Notional amount of interest rate swap agreements | $ 600,000,000 | ||
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 | ||
Weighted average interest rate | 2.92% | ||
Effective interest rate percentage | 4.67% | ||
Secured debt | Secured senior term loans due October 8, 2028 ("2028 Term Loans") | Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $ 600,000,000 | ||
Weighted average interest rate | 0.931% | ||
Effective interest rate percentage | 2.931% | ||
Secured debt | Secured senior term loans due October 8, 2028 ("2028 Term Loans") | Interest Rate Swap | Derivative Fixed Interest Rate Period One | |||
Debt Instrument [Line Items] | |||
Derivative, fixed interest rate | 0.931% | ||
Secured debt | Secured senior term loans due October 8, 2028 ("2028 Term Loans") | Interest Rate Swap | Derivative Fixed Interest Rate Period Two | |||
Debt Instrument [Line Items] | |||
Derivative, fixed interest rate | 1.9645% | ||
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 | 290,600,000 | ||
Outstanding letters of credit | $ 109,400,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 24% | 25.90% | 25% | 27.30% | |
Unrecognized tax benefits | $ 3.6 | $ 3.6 | $ 5.5 | ||
Interest on unrecognized tax benefits | $ 1.9 | $ 1.9 | $ 2.3 |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator for basic and diluted earnings per share: | ||||
Net income, basic | $ 148,157 | $ 67,075 | $ 193,471 | $ 88,811 |
Net income, diluted | $ 148,157 | $ 67,075 | $ 193,471 | $ 88,811 |
Denominator: | ||||
Weighted-average basic shares outstanding (in shares) | 54,318 | 54,529 | 54,362 | 54,625 |
Dilutive effect of outstanding stock awards (in shares) | 279 | 325 | 277 | 320 |
Dilutive shares outstanding (in shares) | 54,597 | 54,854 | 54,639 | 54,945 |
Basic earnings per share (in dollars per share) | $ 2.73 | $ 1.23 | $ 3.56 | $ 1.63 |
Diluted earnings per share (in dollars per share) | $ 2.71 | $ 1.22 | $ 3.54 | $ 1.62 |
EARNINGS PER SHARE - Anti-Dilut
EARNINGS PER SHARE - Anti-Dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of performance stock awards that performance criteria not attained (in shares) | 104,700 | 33,708 | 104,700 | 33,708 |
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) | 8,376 | 500 | 25,876 | 12,604 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance beginning of period | $ 1,593,237 | $ 1,513,887 | $ 1,348,450 | $ 1,341,551 | $ 1,513,887 | $ 1,341,551 |
Other comprehensive (loss) income before reclassifications | 37,539 | |||||
Amounts reclassified out of accumulated other comprehensive loss | 5,358 | |||||
Tax benefit (provision) | (9,587) | |||||
Other comprehensive (loss) income, net of tax | (539) | 33,849 | 10,640 | 11,948 | 33,310 | 22,588 |
Balance ending of period | 1,716,950 | 1,593,237 | 1,409,587 | 1,348,450 | 1,716,950 | 1,409,587 |
Foreign Currency Translation | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance beginning of period | (177,824) | (177,824) | ||||
Other comprehensive (loss) income before reclassifications | (7,326) | |||||
Amounts reclassified out of accumulated other comprehensive loss | 0 | |||||
Tax benefit (provision) | 0 | |||||
Other comprehensive (loss) income, net of tax | (7,326) | |||||
Balance ending of period | (185,150) | (185,150) | ||||
Unrealized (Loss) Gain on Available-For-Sale Securities | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance beginning of period | (150) | (150) | ||||
Other comprehensive (loss) income before reclassifications | (830) | |||||
Amounts reclassified out of accumulated other comprehensive loss | 0 | |||||
Tax benefit (provision) | 174 | |||||
Other comprehensive (loss) income, net of tax | (656) | |||||
Balance ending of period | (806) | (806) | ||||
Unrealized (Loss) Gain on Interest Rate Hedge | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance beginning of period | (17,383) | (17,383) | ||||
Other comprehensive (loss) income before reclassifications | 45,685 | |||||
Amounts reclassified out of accumulated other comprehensive loss | 5,358 | |||||
Tax benefit (provision) | (9,761) | |||||
Other comprehensive (loss) income, net of tax | 41,282 | |||||
Balance ending of period | 23,899 | 23,899 | ||||
Unrealized Loss on Unfunded Pension Liability | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance beginning of period | (655) | (655) | ||||
Other comprehensive (loss) income before reclassifications | 10 | |||||
Amounts reclassified out of accumulated other comprehensive loss | 0 | |||||
Tax benefit (provision) | 0 | |||||
Other comprehensive (loss) income, net of tax | 10 | |||||
Balance ending of period | (645) | (645) | ||||
Total | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance beginning of period | (162,163) | (196,012) | (199,529) | (211,477) | (196,012) | (211,477) |
Other comprehensive (loss) income, net of tax | (539) | 33,849 | 10,640 | 11,948 | ||
Balance ending of period | $ (162,702) | $ (162,163) | $ (188,889) | $ (199,529) | $ (162,702) | $ (188,889) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Reclassified Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Unrealized loss on interest rate hedge | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest expense, net of interest income | $ (2,164) | $ (5,358) |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock-based compensation | $ 6.8 | $ 3.3 | $ 12.5 | $ 6.8 |
Income tax benefit | $ 1.2 | $ 0.8 | $ 2.3 | $ 1.5 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Awards (Details) - Restricted stock awards - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Number of Shares | ||||
Beginning balance (in shares) | 452,197 | |||
Granted (in shares) | 137,697 | |||
Vested (in shares) | (56,068) | |||
Forfeited (in shares) | (15,487) | |||
Ending balance (in shares) | 518,339 | 518,339 | ||
Weighted Average Grant-Date Fair Value | ||||
Beginning of period (in dollars per share) | $ 76.88 | |||
Granted (in dollars per share) | 93 | |||
Vested (in dollars per share) | 75.94 | |||
Forfeited (in dollars per share) | 82.65 | |||
End of period (in dollars per share) | $ 81.09 | $ 81.09 | ||
Unrecognized compensation cost | $ 30.4 | $ 30.4 | ||
Period for recognition (in years) | 2 years 9 months 18 days | |||
Fair value of share-based payment awards | $ 3.9 | $ 4.9 | $ 5.6 | $ 8.9 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Stock Awards (Details) - Performance stock awards - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Number of Shares | ||||
Beginning balance (in shares) | 169,757 | |||
Granted (in shares) | 154,172 | |||
Vested (in shares) | (35,718) | |||
Forfeited (in shares) | (5,722) | |||
Ending balance (in shares) | 282,489 | 282,489 | ||
Weighted Average Grant-Date Fair Value | ||||
Beginning of period (in dollars per share) | $ 85.56 | |||
Granted (in dollars per share) | 92.64 | |||
Vested (in dollars per share) | 86.14 | |||
Forfeited (in dollars per share) | 87.14 | |||
End of period (in dollars per share) | $ 89.32 | $ 89.32 | ||
Unrecognized compensation cost | $ 13.1 | $ 13.1 | ||
Fair value of share-based payment awards | $ 0 | $ 0 | $ 3.8 | $ 6.4 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) site proceeding claim | Dec. 31, 2012 CAD ($) | Dec. 31, 1999 municipality | Dec. 31, 1968 permit | Dec. 31, 2021 USD ($) proceeding | |
Loss Contingencies [Line Items] | |||||
Recorded reserves for actual or probable liabilities | $ | $ 36,800,000 | $ 36,100,000 | |||
Number of proceedings as defendant | proceeding | 60 | ||||
Number of product liability claims settled or dismissed | claim | 8 | ||||
Legal and Administrative Proceedings | |||||
Loss Contingencies [Line Items] | |||||
Recorded reserves for actual or probable liabilities | $ | $ 24,100,000 | 24,100,000 | |||
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 | site | 131 | ||||
Number of sites owned by the entity subject to proceedings under federal or state superfund laws | site | 6 | ||||
Number of sites owned by third parties | site | 125 | ||||
Number of sites for which environmental remediation expense is settled | site | 30 | ||||
Third party sites requiring expenditure on remediation | site | 15 | ||||
Number of sites not currently requiring expenditures on remediation | site | 80 | ||||
Minimum potential liability | $ | $ 1,000,000 | ||||
Number of sites, potential liability exceeds substantial quota | site | 3 | ||||
Number of sites with indemnifying parties paying all costs | site | 17 | ||||
BR Facility | Remedial Liabilities for Inactive Sites | |||||
Loss Contingencies [Line Items] | |||||
Increase of remedial liabilities | $ | $ 3,300,000 | ||||
Federal and State Enforcement Actions | |||||
Loss Contingencies [Line Items] | |||||
Recorded reserves for actual or probable liabilities | $ | $ 12,700,000 | $ 12,000,000 | |||
Number of proceedings as defendant | proceeding | 2 | 2 | |||
Minimum potential liability | $ | $ 1,000,000 | $ 1,000,000 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Third Party Revenues to Direct Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 1,356,312 | $ 926,458 | $ 2,525,421 | $ 1,734,606 |
Environmental Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,090,743 | 724,097 | 2,038,188 | 1,378,699 |
Safety-Kleen Sustainability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 265,490 | 202,282 | 487,082 | 355,749 |
Operating Segments | Environmental Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,084,506 | 723,147 | 2,025,304 | 1,376,025 |
Operating Segments | Safety-Kleen Sustainability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 271,727 | 203,232 | 499,966 | 358,423 |
Intersegment revenues, net | Environmental Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 6,237 | 950 | 12,884 | 2,674 |
Intersegment revenues, net | Safety-Kleen Sustainability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (6,237) | (950) | (12,884) | (2,674) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 79 | $ 79 | $ 151 | $ 158 |
SEGMENT REPORTING - Reconcili_2
SEGMENT REPORTING - Reconciliation to Consolidated Statements of Income to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 309,070 | $ 187,771 | $ 489,329 | $ 317,222 |
Reconciliation to Consolidated Statements of Operations: | ||||
Accretion of environmental liabilities | 3,197 | 2,873 | 6,353 | 5,826 |
Stock-based compensation | 6,835 | 3,305 | 12,547 | 6,785 |
Depreciation and amortization | 87,868 | 71,592 | 172,166 | 143,755 |
Income from operations | 211,170 | 110,001 | 298,263 | 160,856 |
Other (income) expense, net | (1,265) | 1,480 | (1,969) | 2,708 |
Gain on sale of business | (8,864) | 0 | (8,864) | 0 |
Interest expense, net of interest income | 26,256 | 18,051 | 51,273 | 35,969 |
Income before provision for income taxes | 195,043 | 90,470 | 257,823 | 122,179 |
Operating segments | Environmental Services | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 269,341 | 176,041 | 452,943 | 316,295 |
Operating segments | Safety-Kleen Sustainability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 97,010 | 63,314 | 148,887 | 94,946 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ (57,281) | $ (51,584) | $ (112,501) | $ (94,019) |