Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 27, 2021 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39120 | |
Entity Registrant Name | US ECOLOGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-2421185 | |
Entity Address, Address Line One | 101 S. Capitol Blvd., SuiteĀ 1000 | |
Entity Address, City or Town | Boise | |
Entity Address, State or Province | ID | |
Entity Address, Postal Zip Code | 83702 | |
City Area Code | 208 | |
Local Phone Number | 331-8400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,512,324 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001783400 | |
Amendment Flag | false | |
Common Stock | ||
Document Information | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | ECOL | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information | ||
Title of 12(b) Security | Warrants to Purchase Common Stock | |
Trading Symbol | ECOLW |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 82,354 | $ 73,848 |
Receivables, net | 242,854 | 241,978 |
Prepaid expenses and other current assets | 25,709 | 28,379 |
Income taxes receivable | 17,006 | 18,279 |
Total current assets | 367,923 | 362,484 |
Property and equipment, net | 448,248 | 456,637 |
Operating lease assets | 48,824 | 51,474 |
Restricted cash and investments | 5,784 | 5,598 |
Intangible assets, net | 515,208 | 523,988 |
Goodwill | 413,346 | 413,037 |
Other assets | 23,819 | 18,065 |
Total assets | 1,823,152 | 1,831,283 |
Current Liabilities: | ||
Accounts payable | 44,773 | 35,881 |
Deferred revenue | 17,524 | 15,267 |
Accrued liabilities | 47,300 | 59,296 |
Accrued salaries and benefits | 27,913 | 30,918 |
Income taxes payable | 888 | 977 |
Short-term borrowings | 277 | |
Current portion of long-term debt | 3,358 | 3,359 |
Current portion of closure and post-closure obligations | 7,119 | 6,471 |
Current portion of operating lease liabilities | 16,208 | 17,048 |
Total current liabilities | 165,360 | 169,217 |
Long-term debt | 781,644 | 782,484 |
Long-term closure and post-closure obligations | 89,615 | 89,398 |
Long-term operating lease liabilities | 33,362 | 35,069 |
Other long-term liabilities | 20,767 | 32,201 |
Deferred income taxes, net | 119,701 | 120,983 |
Total liabilities | 1,210,449 | 1,229,352 |
Commitments and contingencies (See Note 16) | ||
Stockholders' Equity: | ||
Common stock $0.01 par value per share, 50,000 authorized; 31,512 shares issued and outstanding | 315 | 315 |
Additional paid-in capital | 817,818 | 820,567 |
Retained (deficit) earnings | (189,249) | (188,452) |
Treasury stock, at cost, 277 and 358 shares, respectively | (12,179) | (15,841) |
Accumulated other comprehensive loss | (4,002) | (14,658) |
Total stockholders' equity | 612,703 | 601,931 |
Total liabilities and stockholders' equity | $ 1,823,152 | $ 1,831,283 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000 | 50,000 |
Common stock, shares issued | 31,512 | 31,512 |
Common stock, shares outstanding | 31,512 | 31,512 |
Treasury stock, shares | 277 | 358 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 228,619 | $ 240,720 |
Direct operating costs | 175,746 | 178,279 |
Gross profit | 52,873 | 62,441 |
Selling, general and administrative expenses | 51,368 | 52,377 |
Goodwill impairment charges | 300,300 | |
Operating income (loss) | 1,505 | (290,236) |
Other income (expense): | ||
Interest income | 273 | 89 |
Interest expense | (7,357) | (9,310) |
Foreign currency (loss) gain | (371) | 937 |
Other | 3,710 | 171 |
Total other expense | (3,745) | (8,113) |
Loss before income taxes | (2,240) | (298,349) |
Income tax benefit | (1,444) | (263) |
Net loss | $ (796) | $ (298,086) |
Loss per share: | ||
Basic | $ (0.03) | $ (9.52) |
Diluted | $ (0.03) | $ (9.52) |
Shares used in loss per share calculation: | ||
Basic | 31,104 | 31,305 |
Diluted | 31,104 | 31,305 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net loss | $ (796) | $ (298,086) |
Other comprehensive income (loss): | ||
Foreign currency translation gain (loss) | 1,439 | (8,259) |
Net changes in interest rate hedge, net of taxes of $2,450 and $(1,621), respectively | 9,217 | (6,098) |
Comprehensive income (loss), net of tax | $ 9,860 | $ (312,443) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other comprehensive income (loss): | ||
Net changes in interest rate hedge, tax | $ 2,450 | $ (1,621) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (796) | $ (298,086) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 18,234 | 17,978 |
Amortization of intangible assets | 9,135 | 9,441 |
Accretion of closure and post-closure obligations | 1,182 | 1,266 |
Goodwill impairment charges | 300,300 | |
Unrealized foreign currency (gain) loss | (315) | 2,703 |
Deferred income taxes | (3,781) | (3,320) |
Share-based compensation expense | 1,928 | 1,564 |
Share-based payments of business development and integration expenses | 163 | 181 |
Unrecognized tax benefits | 12 | 52 |
Net loss on disposition of assets | (221) | 184 |
Amortization and write-off of debt issuance costs | 577 | 298 |
Amortization and write-off of debt discount | 40 | 245 |
Change in fair value of contingent consideration | (1,127) | |
Change in fair value of minority interest investment | (3,509) | |
Changes in assets and liabilities (net of effects of business acquisitions): | ||
Receivables | (680) | 13,467 |
Income taxes receivable | 1,276 | 893 |
Other assets | 1,114 | (2,957) |
Accounts payable and accrued liabilities | (3,647) | (13,618) |
Deferred revenue | 2,214 | 7,083 |
Accrued salaries and benefits | (3,028) | (7,446) |
Income taxes payable | (98) | 662 |
Closure and post-closure obligations | (337) | (417) |
Net cash provided by operating activities | 19,463 | 29,346 |
Cash flows from investing activities: | ||
Business acquisitions (net of cash acquired) | (3,309) | |
Purchases of property and equipment | (9,614) | (19,131) |
Minority interest investment | (712) | |
Proceeds from sale of property and equipment | 1,623 | 781 |
Purchases of restricted investments | (913) | (56) |
Proceeds from sale of restricted investments | 934 | |
Net cash used in investing activities | (8,682) | (21,715) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 90,000 | |
Payments on long-term debt | (1,125) | (1,125) |
Payments on short-term borrowings | (2,950) | (49,871) |
Proceeds from short-term borrowings | 3,227 | 50,267 |
Repurchase of common stock | (465) | (18,332) |
Dividends paid | (5,667) | |
Payment of equipment financing obligations | (1,461) | (1,525) |
Net cash (used in) provided by financing activities | (2,774) | 63,747 |
Effect of foreign exchange rate changes on cash | 708 | (2,825) |
Increase in Cash and cash equivalents and restricted cash | 8,715 | 68,553 |
Cash and cash equivalents and restricted cash at beginning of period | 75,104 | 42,140 |
Cash and cash equivalents and restricted cash at end of period | $ 83,819 | $ 110,693 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Restricted cash and investments) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Cash and cash equivalents and restricted cash | ||||
Cash and cash equivalents | $ 82,354 | $ 109,790 | $ 73,848 | $ 41,281 |
Restricted cash | 1,465 | 903 | 1,256 | 859 |
Cash and cash equivalents and restricted cash | 83,819 | 110,693 | $ 75,104 | $ 42,140 |
Supplemental Disclosures: | ||||
Income taxes paid, net of receipts | 1,270 | 1,241 | ||
Interest paid | 6,404 | 7,642 | ||
Non-cash investing and financing activities: | ||||
Capital expenditures in accounts payable | 4,569 | $ 3,531 | ||
Restricted stock issued from treasury shares | $ 4,127 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Treasury Stock | Accumulated Other Comprehensive Loss | Total |
Beginning balances at Dec. 31, 2019 | $ 315 | $ 816,345 | $ 206,574 | $ (11,854) | $ 1,011,380 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (298,086) | (298,086) | ||||
Other comprehensive income (loss) | (14,357) | |||||
Share-based compensation | 1,564 | |||||
Stock option exercised and issuance of common stock and restricted common stock | (360) | |||||
Dividends paid | (5,667) | |||||
Share-based payments of business development and integration expenses | 181 | |||||
Repurchase of common stock | $ (18,332) | |||||
Ending balances at Mar. 31, 2020 | 315 | 817,730 | (97,179) | (18,332) | (26,211) | 676,323 |
Beginning balances at Dec. 31, 2020 | 315 | 820,567 | (188,452) | (15,841) | (14,658) | $ 601,931 |
Balance (in shares) at Dec. 31, 2020 | 31,512 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (796) | $ (796) | ||||
Other comprehensive income (loss) | 10,656 | |||||
Share-based compensation | 1,928 | |||||
Other | (1) | |||||
Share-based payments of business development and integration expenses | 161 | |||||
Repurchase of common stock | (465) | |||||
Issuance of restricted common stock and common stock from treasury shares | (4,838) | 4,127 | ||||
Ending balances at Mar. 31, 2021 | $ 315 | $ 817,818 | $ (189,249) | $ (12,179) | $ (4,002) | $ 612,703 |
Balance (in shares) at Mar. 31, 2021 | 31,512 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2021 | |
GENERAL | |
GENERAL | NOTE 1. GENERAL ā Basis of Presentation ā The accompanying unaudited consolidated financial statements include the results of operations, financial position and cash flows of US Ecology, Inc. and its wholly-owned subsidiaries. All inter-company balances have been eliminated. Throughout these consolidated financial statements words such as āwe,ā āus,ā āour,ā āUS Ecologyā and āthe Companyā refer to US Ecology, Inc. and its subsidiaries. ā In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly, in all material respects, the results of the Company for the periods presented. These consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (āSECā). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (āGAAPā) have been omitted pursuant to the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Companyās Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2021. ā The Companyās consolidated balance sheet as of December 31, 2020 has been derived from the Companyās audited consolidated balance sheet as of that date. ā Reclassifications ā Effective in the first quarter of 2021, we changed our management structure resulting in the reclassification of certain overhead expenses from our Waste Solutions, Field Services and Energy Waste reportable segments to Corporate. As a result, certain regional overhead costs historically presented within our reportable segments as Direct operating costs were further reclassified to Corporate as Selling, general and administrative expenses to conform to the current periodās presentation. Throughout this Quarterly Report on Form 10-Q, all periods presented have been recast to reflect these changes. ā Use of Estimates ā The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements. As it relates to estimates and assumptions in amortization rates and environmental obligations, significant engineering, operations and accounting judgments are required. We review these estimates and assumptions no less than annually. In many circumstances, the ultimate outcome of these estimates and assumptions will not be known for decades into the future. Actual results could differ materially from these estimates and assumptions due to changes in applicable regulations, changes in future operational plans and inherent imprecision associated with estimating environmental impacts far into the future. ā Recently Issued Accounting Pronouncements ā In March 2020, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU is effective as of March 12, 2020 through December 31, 2022. We will evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. The ASU is currently not expected to have a material impact on our consolidated financial statements. ā Effective January 1, 2021, the Company adopted ASU No. 2019-12, āIncome Taxes - Simplifying the Accounting for Income Taxes.ā This ASU is intended to simplify various aspects of accounting for income taxes by eliminating certain exceptions within Accounting Standards Codification Topic 740, āIncome Taxesā and to clarify certain aspects of the current accounting guidance. Adoption of this standard did not materially impact our consolidated statements of financial position, results of operations, or cash flows. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2021 | |
REVENUES | |
REVENUES | NOTE 2. REVENUES ā Effective in the fourth quarter of 2020, we have made changes to the manner in which we manage our business, make operating decisions and assess our performance. Throughout this Quarterly Report on Form 10-Q, all periods presented have been recast to reflect these changes. Our operations are managed in three reportable segments, Waste Solutions, Field Services and Energy Waste, reflecting our internal reporting structure and nature of services offered. See Note 17 for additional information on our operating segments. ā The following table presents our revenue disaggregated by our reportable segments and service lines: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2021 ā ā Waste ā Field ā Energy ā ā ā $s in thousands Solutions Services ā Waste Total Treatment & Disposal Revenue (1) ā $ 88,060 ā $ 9,977 ā $ 3,783 ā $ 101,820 Services Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Transportation and Logistics (2) ā ā 16,082 ā ā 6,329 ā ā 1,401 ā ā 23,812 Industrial Services (3) ā ā ā ā ā 26,256 ā ā 409 ā ā 26,665 Small Quantity Generation (4) ā ā ā ā ā 13,052 ā ā ā ā ā 13,052 Total Waste Management (5) ā ā ā ā ā 9,882 ā ā ā ā ā 9,882 Remediation (6) ā ā ā ā ā 9,827 ā ā ā ā ā 9,827 Emergency Response (7) ā ā ā ā ā 31,623 ā ā ā ā ā 31,623 Domestic Standby Services (8) ā ā ā ā ā 7,880 ā ā ā ā ā 7,880 Other (9) ā ā ā ā ā 3,423 ā ā 635 ā ā 4,058 Revenue ā $ 104,142 ā $ 118,249 ā $ 6,228 ā $ 228,619 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2020 ā ā Waste ā Field ā Energy ā ā ā $s in thousands Solutions Services ā Waste Total Treatment & Disposal Revenue (1) ā $ 90,717 ā $ 9,918 ā $ 9,332 ā $ 109,967 Services Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Transportation and Logistics (2) ā ā 18,675 ā ā 6,127 ā ā 3,266 ā ā 28,068 Industrial Services (3) ā ā ā ā ā 28,498 ā ā 1,966 ā ā 30,464 Small Quantity Generation (4) ā ā ā ā ā 11,077 ā ā ā ā ā 11,077 Total Waste Management (5) ā ā ā ā ā 8,469 ā ā ā ā ā 8,469 Remediation (6) ā ā ā ā ā 10,441 ā ā ā ā ā 10,441 Emergency Response (7) ā ā ā ā ā 25,026 ā ā ā ā ā 25,026 Domestic Standby Services (8) ā ā ā ā ā 9,467 ā ā ā ā ā 9,467 Other (9) ā ā ā ā ā 4,971 ā ā 2,770 ā ā 7,741 Revenue ā $ 109,392 ā $ 113,994 ā $ 17,334 ā $ 240,720 (1) We categorize our treatment and disposal revenue as either āBase Businessā or āEvent Businessā based on the underlying nature of the revenue source. We define Event Business as non-recurring projects that are expected to equal or exceed 1,000 tons, with Base Business defined as all other business not meeting the definition of Event Business. For the three months ended March 31, 2021 and 2020, 24% and 25% , respectively, of our treatment and disposal revenue was derived from Event Business projects. Base Business revenue accounted for 76% and 75% of our treatment and disposal revenue for the three months ended March 31, 2021 and 2020, respectively. (2) Includes collection and transportation of non-hazardous and hazardous waste. (3) Includes industrial cleaning and maintenance for refineries, chemical plants, steel and automotive plants, marine terminals and refinery services such as tank cleaning and temporary storage. (4) Includes retail services, laboratory packing, less-than-truck-load service and household hazardous waste collection. Contracts for Small Quantity Generation may extend beyond one year and a portion of the transaction price can be fixed. (5) Through our total waste management (āTWMā) program, customers outsource the management of their waste compliance program to us, allowing us to organize and coordinate their waste management disposal activities and environmental compliance. TWM contracts may extend beyond one year and a portion of the transaction price can be fixed. (6) Includes site assessment, onsite treatment, project management and remedial action planning and execution. Contracts for Remediation may extend beyond one year and a portion of the transaction price can be fixed. (7) Includes spill response, waste analysis and treatment and disposal planning. (8) We provide government-mandated, commercial standby oil spill compliance solutions to companies that store, transport, produce or handle petroleum and certain nonpetroleum oils on or near U.S. waters. Our standby services customers pay annual retainer fees under long-term or evergreen contracts for access to our regulatory certifications, specialized assets and highly trained personnel. When a customer with a retainer contract experiences a spill incident, we coordinate and manage the spill response, which results in incremental revenue for the services provided, in addition to the retainer fees. (9) Includes equipment rental and other miscellaneous services. ā We provide services primarily in the United States, Canada and the Europe, Middle East, and Africa (āEMEAā) region. The following table presents our revenue disaggregated by our reportable segments and geographic location where the underlying services were performed: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2021 ā Three Months Ended March 31, 2020 ā ā Waste ā Field ā Energy ā ā ā ā Waste ā Field ā Energy ā ā ā $s in thousands Solutions Services Waste Total Solutions Services Waste Total United States ā $ 84,474 ā $ 106,051 ā $ 6,228 ā $ 196,753 ā $ 90,473 ā $ 105,565 ā $ 17,334 ā $ 213,372 Canada ā ā 19,668 ā ā 579 ā ā ā ā ā 20,247 ā ā 18,919 ā ā 1,077 ā ā ā ā ā 19,996 EMEA ā ā ā ā ā 10,018 ā ā ā ā ā 10,018 ā ā ā ā ā 5,239 ā ā ā ā ā 5,239 Other (1) ā ā ā 1,601 ā ā ā 1,601 ā ā ā 2,113 ā ā ā 2,113 Total revenue ā $ 104,142 ā $ 118,249 ā $ 6,228 ā $ 228,619 ā $ 109,392 ā $ 113,994 ā $ 17,334 ā $ 240,720 (1) Includes Mexico, Asia Pacific, and Latin America and Caribbean geographical regions. ā Deferred Revenue We record deferred revenue when cash payments are received, or advance billings are charged, prior to performance of services, such as waste that has been received but not yet treated or disposed. Revenue is recognized when these services are performed. During the three months ended March 31, 2021 and 2020, we recognized $10.7 million and $8.4 million of revenue that was included in the deferred revenue balance at the beginning of each year, respectively. ā Receivables ā Our receivables include invoiced and unbilled amounts where the Company has an unconditional right to payment. ā Principal versus Agent Considerations ā The Company commonly contracts with third-parties to perform certain waste-related services that we have promised in our customer contracts. We consider ourselves the principal in these arrangements as we direct the timing, nature and pricing of the services ultimately provided by the third-party to the customer. ā Costs to obtain a contract ā The Company pays sales commissions to employees, which qualify as costs to obtain a contract. Sales commissions are expensed as incurred as the commissions are earned by the employee and paid by the Company over time as the related revenue is recognized. Other commissions and incremental costs to obtain a contract are not material. ā Practical Expedients and Optional Exemptions ā Our payment terms may vary based on type of service or customer; however, we do not adjust the promised amount of consideration in our contracts for the time value of money as payment terms extended to our customers do not exceed one year and are not considered a significant financing component in our contracts. ā We do not disclose the value of unsatisfied performance obligations as contracts with an original expected length of more than one year and contracts for which we do not recognize revenue at the amount to which we have the right to invoice for services performed is insignificant and the aggregate amount of fixed consideration allocated to unsatisfied performance obligations is not material. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2021 | |
BUSINESS COMBINATIONS | |
BUSINESS COMBINATIONS | NOTE 3. BUSINESS COMBINATIONS ā Acquisition of Impact Environmental Services, Inc. ā On January 28, 2020, we acquired Impact Environmental Services, Inc., an industrial cleaning and environmental services company based in Romulus, Michigan for $3.3 million. The acquired operations are reported as part of our Field Services segment, however, revenues, net income, earnings per share and total assets are not material to our consolidated financial position or results of operations. ā We allocated the purchase price to the assets acquired and liabilities assumed based on estimates of the fair value at the date of the acquisition, resulting in $300,000 allocated to goodwill and $900,000 allocated to amortizing intangible assets (primarily customer relationships) to be amortized over a weighted average life of approximately 12 years. All of the goodwill recognized was assigned to our Field Services segment and is expected to be deductible for income tax purposes over a 15-year amortization period. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2021 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 4. ACCUMULATED OTHER COMPREHENSIVE LOSS ā Changes in accumulated other comprehensive income (loss) (āAOCIā) consisted of the following: ā ā ā ā ā ā ā ā ā ā ā ā ā Foreign ā Unrealized Gain ā ā ā ā ā Currency ā (Loss) on Interest ā ā ā $s in thousands Translation Rate Hedge Total Balance at December 31, 2020 ā $ (7,870) ā $ (6,788) ā $ (14,658) Other comprehensive income before reclassifications, net of tax ā 1,439 ā 8,323 ā 9,762 Amounts reclassified out of AOCI, net of tax (1) ā ā ā 894 ā 894 Other comprehensive income, net ā 1,439 ā 9,217 ā 10,656 Balance at March 31, 2021 ā $ (6,431) ā $ 2,429 ā $ (4,002) (1) Before-tax reclassifications of $1.1 million ($894,000 after-tax) for the three months ended March 31, 2021, were included in Interest expense in the Companyās consolidated statements of operations. Amounts relate to the Companyās interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made or, for terminated swap agreements, amortized to interest expense over the period from termination to original maturity. Amounts in AOCI expected to be reclassified to interest expense over the next 12 months total approximately $3.3 million ($2.6 million after-tax). ā ā ā ā ā ā ā ā ā ā ā ā ā Foreign ā Unrealized Gain ā ā ā ā ā Currency ā (Loss) on Interest ā ā ā $s in thousands Translation Rate Hedge Total Balance at December 31, 2019 ā $ (10,925) ā $ (929) ā $ (11,854) Other comprehensive loss before reclassifications, net of tax ā (8,259) ā (6,310) ā (14,569) Amounts reclassified out of AOCI, net of tax (2) ā ā ā 212 ā 212 Other comprehensive loss, net ā (8,259) ā (6,098) ā (14,357) Balance at March 31, 2020 ā $ (19,184) ā $ (7,027) ā $ (26,211) (2) Before-tax reclassifications of $268,000 ($212,000 after-tax) for the three months ended March 31, 2020, were included in Interest expense in the Companyās consolidated statements of operations. Amounts relate to the Companyās interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made. |
CONCENTRATIONS AND CREDIT RISK
CONCENTRATIONS AND CREDIT RISK | 3 Months Ended |
Mar. 31, 2021 | |
CONCENTRATIONS AND CREDIT RISK | |
CONCENTRATIONS AND CREDIT RISK | NOTE 5. CONCENTRATIONS AND CREDIT RISK ā Major Customers ā No customer accounted for more than 10% of total revenue for the three months ended March 31, 2021 or 2020, respectively. No customer accounted for more than 10% of total trade receivables as of March 31, 2021 or December 31, 2020. ā Credit Risk Concentration ā We maintain most of our cash and cash equivalents with nationally recognized financial institutions. Substantially all balances are uninsured and are not used as collateral for other obligations. Concentrations of credit risk on accounts receivable are believed to be limited due to the number, diversification and character of the obligors and our credit evaluation process. Credit risk associated with a portion of the Companyās trade receivables is reduced by our ability to submit claims to the Oil Spill Liability Trust Fund (āOSLTFā) for reimbursement of unpaid customer receivables related to services regulated under the provisions of the Oil Pollution Act of 1990 (āOPA 90ā). As of March 31, 2021, the Company did not have any trade receivables that are eligible for submission to the OSLTF for reimbursement. ā |
RECEIVABLES
RECEIVABLES | 3 Months Ended |
Mar. 31, 2021 | |
RECEIVABLES | |
RECEIVABLES | NOTE 6. RECEIVABLES ā Receivables consisted of the following: ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands ā 2021 2020 Trade ā $ 189,092 ā $ 186,502 Unbilled revenue ā 52,075 ā 52,858 Other ā 5,353 ā 5,554 Total receivables ā 246,520 ā 244,914 Allowance for credit losses ā (3,666) ā (2,936) Receivables, net ā $ 242,854 ā $ 241,978 ā |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 7. FAIR VALUE MEASUREMENTS ā Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair value measurements, as follows: ā Level 1 - Quoted prices in active markets for identical assets or liabilities; ā Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; ā Level 3 - Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability. The Companyās financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash and investments, accounts payable and accrued liabilities, debt, interest rate swap agreements and contingent consideration. The estimated fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying value due to the short-term nature of these instruments. In September 2019 and March 2021, the Company invested $7.9 million and $712,000, respectively, in the preferred stock of a privately held company. The investment does not have a readily determinable fair value therefore the investment is valued at cost, less impairment, plus or minus observable price changes of an identical or similar investment of the same issuer, if any. In March 2021, in connection with our incremental investment of $712,000, we observed that the fair value of our initial investment of $7.9 million increased by $3.5 million and, accordingly, recognized a gain on our minority interest investment of $3.5 million. The fair value of our minority interest investment is included in Other assets in the Companyās consolidated balance sheets. Changes in the fair value of our minority interest investment are included in Other income in the Companyās consolidated statements of operations. The Company estimates the fair value of its variable-rate debt using Level 2 inputs, such as interest rates, related terms and maturities of similar obligations. At March 31, 2021, the fair value of the Companyās variable rate term loan was estimated to be $444.7 million, and the carrying value of the Companyās variable-rate revolving credit facility approximates fair value due to the short-term nature of the interest rates. The Company estimates the fair value of its contingent consideration liabilities using Level 3 inputs, including both observable and unobservable inputs. As a result, unrealized gains and losses may include changes in fair value that are attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. The Companyās assets and liabilities measured at fair value on a recurring basis consisted of the following: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2021 ā ā Quoted Prices in ā Other Observable ā Unobservable ā ā ā ā ā Active Markets ā Inputs ā Inputs ā ā ā $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: ā ā ā ā ā ā ā ā ā ā ā ā Fixed-income securities (1) ā $ 3,405 ā $ 915 ā $ ā ā $ 4,320 Money market funds (2) ā ā 1,526 ā ā ā ā ā ā ā ā 1,526 Interest rate swap agreement (3) ā ā ā ā ā 1,619 ā ā ā ā ā 1,619 Total ā $ 4,931 ā $ 2,534 ā $ ā ā $ 7,465 ā ā ā ā ā ā ā ā ā ā ā ā ā Liabilities: ā ā ā ā ā ā ā ā ā ā ā ā Contingent consideration (4) ā $ ā ā $ ā ā $ 2,208 ā $ 2,208 Total ā $ ā ā $ ā ā $ 2,208 ā $ 2,208 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2020 ā ā Quoted Prices in ā Other Observable ā Unobservable ā ā ā ā ā Active Markets ā Inputs ā Inputs ā ā ā $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: ā ā ā ā ā ā ā ā ā ā ā ā Fixed-income securities (1) ā $ 2,914 ā $ 1,427 ā $ ā ā $ 4,341 Money market funds (2) ā ā 1,319 ā ā ā ā ā ā ā ā 1,319 Total ā $ 4,233 ā $ 1,427 ā $ ā ā $ 5,660 ā ā ā ā ā ā ā ā ā ā ā ā ā Liabilities: ā ā ā ā ā ā ā ā ā ā ā ā Interest rate swap agreement (3) ā $ ā ā $ 9,744 ā $ ā ā $ 9,744 Contingent consideration (4) ā ā ā ā ā ā ā ā 2,173 ā ā 2,173 Total ā $ ā ā $ 9,744 ā $ 2,173 ā $ 11,917 (1) We invest a portion of our Restricted cash and investments in fixed-income securities, including U.S. Treasury and U.S. agency securities. We measure the fair value of U.S. Treasury securities using quoted prices for identical assets in active markets. We measure the fair value of U.S. agency securities using observable market activity for similar assets. The fair value of our fixed-income securities approximates our cost basis in the investments. ā (2) We invest portions of our Cash and cash equivalents and Restricted cash and investments in money market funds. We measure the fair value of these money market fund investments using quoted prices for identical assets in active markets. The portion of Restricted cash and investments that is invested in money market funds is considered restricted cash for purposes of reconciling the beginning-of-period and end-of-period amounts presented in the Companyās consolidated statements of cash flows. ā (3) In order to manage interest rate exposure, we entered into an interest rate swap agreement in March 2020 that effectively converts a portion of our variable-rate debt to a fixed interest rate. The swap is designated as a highly-effective cash flow hedge, with gains and losses deferred in other comprehensive income to be recognized as an adjustment to interest expense in the same period that the hedged interest payments affect earnings. The interest rate swap has an effective date of March 31, 2020 in an initial notional amount of $500.0 million. The fair value of the interest rate swap agreement represents the difference in the present value of cash flows calculated (i) at the contracted interest rates and (ii) at current market interest rates at the end of the period. We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments. The fair value of the interest rate swap agreement is included in Other assets and Other long-term liabilities in the Companyās consolidated balance sheets as of March 31, 2021 and December 31, 2020. ā (4) Our contingent consideration liabilities represent the estimated fair value of potential future payments the Company may be required to remit under the terms of historical purchase agreements entered into by NRC prior to the NRC Merger. The payments are contingent on the acquired businessesā achievement of annual earnings targets in certain years and other events considered in the purchase agreements. The fair value of our contingent consideration liabilities is calculated using either a Monte Carlo simulation or modified Black-Scholes analyses based on earnings projections for the respective earn-out periods, corresponding earnings thresholds, and approximate timing of payments as outlined in the purchase agreements. The analyses utilize the following assumptions: (i) expected term; (ii) risk-adjusted net sales or earnings; (iii) risk-free interest rate; and (iv) expected volatility of earnings. Estimated payments, as determined through the respective models, are discounted by a credit spread assumption to account for credit risk. The fair value of our contingent consideration liability as of both March 31, 2021 and December 31, 2020 was $2.2 million and is included in Accrued liabilities in the Companyās consolidated balance sheet. We revalue our contingent consideration payments each period and any increases or decreases to fair value are included in Selling, general and administrative expenses in our consolidated statements of operations. Fair values may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. ā ā ā ā ā ā ā Three Months Ended $s in thousands March 31, 2021 Contingent consideration, beginning of period ā $ 2,173 Foreign currency translation ā 35 Contingent consideration, end of period ā $ 2,208 ā |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 8. PROPERTY AND EQUIPMENT ā Property and equipment consisted of the following: ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands ā 2021 2020 Cell development costs ā $ 193,496 ā $ 186,170 Land and improvements ā 72,605 ā 65,953 Buildings and improvements ā 130,693 ā 128,206 Railcars ā 17,299 ā 17,299 Vehicles, vessels and other equipment ā 331,632 ā 331,167 Construction in progress ā 37,284 ā 44,840 Total property and equipment ā 783,009 ā 773,635 Accumulated depreciation and amortization ā (334,761) ā (316,998) Property and equipment, net ā $ 448,248 ā $ 456,637 ā Depreciation and amortization expense for the three months ended March 31, 2021 and 2020 was $18.2 million and $18.0 million, respectively. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
LEASES | |
LEASES | NOTE 9. LEASES ā We lease certain facilities, office space, land and equipment. Our lease payments are primarily fixed, but also include variable payments that are based on usage of the leased asset. Initial lease terms range from one may one None ā Leases with an initial term of 12 months or less are not recorded on the balance sheet and expense is recognized on a straight-line basis over the lease term. We combine lease and non-lease components in our leases. We use the rate implicit in the lease, when available, to discount lease payments to present value. However, many of our leases do not provide a readily determinable implicit rate and we estimate our incremental borrowing rate to discount payments based on information available at lease commencement. ā Lease assets and liabilities consisted of the following: ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands 2021 2020 Assets: ā ā ā ā ā ā Operating right-of-use assets (1) ā $ 48,824 ā $ 51,474 Finance right-of-use assets (2) ā ā 21,235 ā ā 21,209 Total ā $ 70,059 ā $ 72,683 ā ā ā ā ā ā ā Liabilities: ā ā ā ā ā ā Current: ā ā ā ā ā ā Operating (3) ā $ 16,208 ā $ 17,048 Finance (4) ā ā 4,935 ā ā 4,462 Long-term: ā ā ā ā ā ā Operating (5) ā ā 33,362 ā ā 35,069 Finance (6) ā ā 15,836 ā ā 17,501 Total ā $ 70,341 ā $ 74,080 (1) Included in Operating lease assets in the Companyās consolidated balance sheets. (2) Included in Property and equipment, net in the Companyās consolidated balance sheets. Finance right-of-use assets are recorded net of accumulated amortization of $9.3 million and $8.0 million as of March 31, 2021 and December 31, 2020, respectively. (3) Included in Current portion of operating lease liabilities in the Companyās consolidated balance sheets. (4) Included in Accrued liabilities in the Companyās consolidated balance sheets. (5) Included in Long-term operating lease liabilities in the Companyās consolidated balance sheets. (6) Included in Other long-term liabilities in the Companyās consolidated balance sheets. ā Lease expense consisted of the following: ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, $s in thousands 2021 2020 Operating lease cost (1) ā $ 5,296 ā $ 4,999 Finance lease cost: ā ā ā ā ā ā Amortization of leased assets (2) ā ā 1,334 ā ā 1,294 Interest on lease liabilities (3) ā ā 278 ā ā 318 Total ā $ 6,908 ā $ 6,611 (1) Included in Direct operating costs and Selling, general, and administrative expenses in the Companyās consolidated statements of operations. Operating lease cost includes short-term leases, excluding expenses relating to leases with a term of one month or less, which are not material. Operating lease cost excludes variable lease costs which are not material. (2) Included in Direct operating costs in the Companyās consolidated statements of operations. (3) Included in Interest expense in the Companyās consolidated statements of operations. ā Supplemental cash flow information related to our leases is as follows: ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, $s in thousands 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: ā ā ā ā ā ā Operating cash flows from operating leases ā $ 5,151 ā $ 4,851 Operating cash flows from finance leases ā $ 278 ā $ 318 Financing cash flows from finance leases ā $ 1,192 ā $ 1,128 ā ā ā ā ā ā ā Non-cash investing and financing activities: ā ā ā ā ā ā Right-of-use assets obtained in exchange for new operating lease liabilities ā $ 2,074 ā $ 2,391 Right-of-use assets obtained in exchange for new finance lease liabilities ā $ ā ā $ 4,192 ā |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 10. GOODWILL AND INTANGIBLE ASSETS ā Changes in goodwill for the three months ended March 31, 2021 consisted of the following: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Waste Solutions ā Field Services ā Energy Waste ā ā ā ā ā ā ā Accumulated ā ā ā Accumulated ā ā ā Accumulated ā ā ā $s in thousands Gross Impairment Gross Impairment Gross Impairment Total Balance at December 31, 2020 ā $ 166,863 ā $ (6,870) ā $ 237,341 ā $ (19,900) ā $ 399,503 ā $ (363,900) ā $ 413,037 Foreign currency translation ā 215 ā ā ā ā 94 ā ā ā ā ā ā ā ā ā ā 309 Balance at March 31, 2021 ā $ 167,078 ā $ (6,870) ā $ 237,435 ā $ (19,900) ā $ 399,503 ā $ (363,900) ā $ 413,346 ā Intangible assets, net consisted of the following: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2021 ā December 31, 2020 ā ā ā ā ā Accumulated ā ā ā ā ā ā ā Accumulated ā ā ā $s in thousands Cost Amortization Net Cost Amortization Net Amortizing intangible assets: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Permits, licenses and lease ā $ 175,148 ā $ (24,127) ā $ 151,021 ā $ 174,885 ā $ (23,005) ā $ 151,880 Customer relationships ā ā 340,147 ā ā (68,348) ā ā 271,799 ā ā 340,032 ā ā (61,778) ā ā 278,254 Technology - formulae and processes ā 7,227 ā (2,378) ā 4,849 ā 7,142 ā (2,293) ā 4,849 Customer backlog ā 3,652 ā (2,478) ā 1,174 ā 3,652 ā (2,387) ā 1,265 Tradename ā 10,390 ā ā (8,728) ā ā 1,662 ā 10,390 ā ā (8,015) ā ā 2,375 Developed software ā ā 2,905 ā ā (2,259) ā ā 646 ā ā 2,902 ā ā (2,182) ā ā 720 Non-compete agreements ā 5,578 ā (4,910) ā 668 ā 5,571 ā (4,318) ā 1,253 Internet domain and website ā ā 536 ā ā (191) ā ā 345 ā ā 536 ā ā (184) ā ā 352 Database ā ā 390 ā ā (220) ā ā 170 ā ā 389 ā ā (214) ā ā 175 Total amortizing intangible assets ā 545,973 ā (113,639) ā 432,334 ā 545,499 ā (104,376) ā 441,123 Non-amortizing intangible assets: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Permits and licenses ā 82,739 ā ā ā ā 82,739 ā 82,732 ā ā ā ā 82,732 Tradename ā 135 ā ā ā ā ā 135 ā 133 ā ā ā ā ā 133 Total intangible assets ā $ 628,847 ā $ (113,639) ā $ 515,208 ā $ 628,364 ā $ (104,376) ā $ 523,988 ā During the three months ended March 31, 2020, the Company acquired Impact Environmental Services, Inc. and recorded $300,000 of goodwill and $900,000 of amortizing intangible assets (consisting primarily of customer relationships). See Note 3 for additional information. ā Amortization expense for the three months ended March 31, 2021 and 2020 was $9.1 million and $9.4 million, respectively. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
DEBT | |
DEBT | NOTE 11. DEBT ā Long-term debt consisted of the following: ā ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands 2021 2020 Revolving credit facility ā $ 347,277 ā $ 347,000 Term loan ā ā 444,375 ā ā 445,500 Unamortized term loan discount and debt issuance costs ā ā (6,373) ā ā (6,657) Total debt ā ā 785,279 ā ā 785,843 Current portion of long-term debt ā ā (3,635) ā ā (3,359) Long-term debt ā $ 781,644 ā $ 782,484 ā Future Maturities of long-term debt, excluding unamortized discount and debt issuance costs, as of March 31, 2021 consisted of the following: ā ā ā ā ā $s in thousands Maturities 2021 (excluding the three months ended March 31, 2021) ā $ 3,652 2022 ā ā 4,500 2023 ā ā 4,500 2024 ā ā 351,500 2025 ā ā 4,500 Thereafter ā ā 423,000 ā ā $ 791,652 ā ā Credit Agreement ā On April 18, 2017, US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.) (āPredecessor US Ecologyā), now a wholly-owned subsidiary of the Company, entered into a new senior secured credit agreement (as amended, restated, supplemented or otherwise modified through the date hereof, the āCredit Agreementā) with Wells Fargo Bank, National Association (āWells Fargoā), as administrative agent for the lenders, swingline lender and issuing lender, and Bank of America, N.A., as an issuing lender, that provides for a $500.0 million, five-year revolving credit facility (the āRevolving Credit Facilityā), including a $75.0 million sublimit for the issuance of standby letters of credit and a $40.0 million sublimit for the issuance of swingline loans used to fund short-term working capital requirements. The Credit Agreement also contains an accordion feature whereby Predecessor US Ecology may request up to $200.0 million of additional funds through an increase to the Revolving Credit Facility, through incremental term loans, or some combination thereof. As described below, the Credit Agreement was amended in November 2019 in connection with the NRC Merger and further amended on June 26, 2020 pursuant to the Third Amendment (as defined below). ā The Revolving Credit Facility provides up to $500.0 million of revolving credit loans or letters of credit with the use of proceeds restricted solely for working capital and other general corporate purposes (including acquisitions and capital expenditures). Except as modified by the Third Amendment as described below, under the Revolving Credit Facility, revolving credit loans are available based on a base rate (as defined in the Credit Agreement) or the London Inter-Bank Offered Rate (āLIBORā), at the Companyās option, plus an applicable margin which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to consolidated earnings before interest, taxes, depreciation and amortization (as defined in the Credit Agreement), as set forth in the table below: ā ā ā ā Consolidated Total Net Leverage Ratio LIBOR Rate Loans Interest Margin Base Rate Loans Interest Margin Equal to or greater than 3.25 to 1.00 2.00% 1.00% Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 1.75% 0.75% Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 1.50% 0.50% Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 1.25% 0.25% Less than 1.00 to 1.00 1.00% 0.00% ā During the three months ended March 31, 2021, the effective interest rate on the Revolving Credit Facility, after giving effect to the impact of our interest rate swap and the amortization of the loan discount and debt issuance costs, was 4.06%. Interest only payments are due either quarterly or on the last day of any interest period, as applicable. ā Except as modified by the Third Amendment as described below, Predecessor US Ecology is required to pay a commitment fee ranging from 0.175% to 0.35% on the average daily unused portion of the Revolving Credit Facility, with such commitment fee to be based upon Predecessor US Ecologyās total net leverage ratio (as defined in the Credit Agreement). The maximum letter of credit capacity under the Revolving Credit Facility is $75.0 million and the Credit Agreement provides for a letter of credit fee equal to the applicable margin for LIBOR loans under the Revolving Credit Facility. At March 31, 2021, there were $347.0 million of revolving credit loans outstanding on the Revolving Credit Facility. These revolving credit loans are due upon the earliest to occur of (i) November 1, 2024 (or, with respect to any lender, such later date as requested by us and accepted by such lender), (ii) the date of termination of the entire revolving credit commitment (as defined in the Credit Agreement) by us, and (iii) the date of termination of the revolving credit commitment and are presented as long-term debt in the consolidated balance sheets. ā Predecessor US Ecology has entered into a sweep arrangement whereby day-to-day cash requirements in excess of available cash balances are advanced to the Company on an as-needed basis with repayments of these advances automatically made from subsequent deposits to our cash operating accounts (the āSweep Arrangementā). Total advances outstanding under the Sweep Arrangement are subject to the $40.0 million swingline loan sublimit under the Revolving Credit Facility. Predecessor US Ecologyās revolving credit loans outstanding under the Revolving Credit Facility are not subject to repayment through the Sweep Arrangement. As of March 31, 2021, there were $277,000 in borrowings outstanding subject to the Sweep Arrangement, which are presented as Short-term borrowings in the consolidated balance sheet. ā As of March 31, 2021, the availability under the Revolving Credit Facility was $142.9 million, with $9.8 million of the Revolving Credit Facility issued in the form of standby letters of credit utilized as collateral for closure and post-closure financial assurance and other assurance obligations. ā Predecessor US Ecology may at any time and from time to time prepay revolving credit loans and swingline loans, in whole or in part, without premium or penalty, subject to the obligation to indemnify each of the lenders against any actual loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR rate loan (as defined in the Credit Agreement) or from fees payable to terminate the deposits from which such funds were obtained) with respect to the early termination of any LIBOR rate loan. The Credit Agreement provides for mandatory prepayment at any time if the revolving credit outstanding exceeds the revolving credit commitment (as such terms are defined in the Credit Agreement), in an amount equal to such excess. Subject to certain exceptions, the Credit Agreement provides for mandatory prepayment upon certain asset dispositions, casualty events and issuances of indebtedness. ā Pursuant to (i) an unconditional guarantee agreement and (ii) a collateral agreement, each entered into by Predecessor US Ecology and its domestic subsidiaries on April 18, 2017, Predecessor US Ecologyās obligations under the Credit Agreement are (or will be) jointly and severally and fully and unconditionally guaranteed on a senior basis by all of the Companyās existing and certain future domestic subsidiaries and are secured by substantially all of the assets of Predecessor US Ecology and the Companyās existing and certain future domestic subsidiaries (subject to certain exclusions), including 100% of the equity interests of the Companyās domestic subsidiaries and 65% of the voting equity interests of the Companyās directly owned foreign subsidiaries (and 100% of the non-voting equity interests of the Companyās directly owned foreign subsidiaries). ā The Credit Agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting the ability of the Company to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens. Upon the occurrence of an event of default (as defined in the Credit Agreement), among other things, amounts outstanding under the Credit Agreement may be accelerated and the commitments may be terminated. ā The Credit Agreement also contains financial maintenance covenants, a maximum consolidated total net leverage ratio and a consolidated interest coverage ratio (as such terms are defined in the Credit Agreement). Except as further modified by the Third Amendment as described below, our consolidated total net leverage ratio as of the last day of the respective fiscal quarter, may not exceed the maximum consolidated total net leverage ratios set forth in the table below, subject to certain exceptions: ā Fiscal Quarter(s) Consolidated Total Net Leverage Ratio Fiscal Quarters ending June 30, 2017 through September 30, 2019 3.50:1.00 Fiscal Quarters ending December 31, 2019 and thereafter 4.00:1.00 ā Our consolidated interest coverage ratio as of the last day of any fiscal quarter, commencing with the fiscal quarter ending June 30, 2017, may not be less than 3.00 to 1.00. ā Amendments to the Credit Agreement ā On August 6, 2019, Predecessor US Ecology entered into the first amendment (the āFirst Amendmentā) to the Credit Agreement, by and among Predecessor US Ecology, the subsidiaries of Predecessor US Ecology party thereto, the lenders referred to therein and Wells Fargo, as issuing lender, swingline lender and administrative agent. Effective November 1, 2019, the First Amendment, among other things, extended the expiration of the Revolving Credit Facility to November 1, 2024, permitted the issuance of a $400.0 million incremental term loan to be used to refinance the indebtedness of NRC and pay related transaction expenses in connection with the NRC Merger, modified the accordion feature allowing Predecessor US Ecology to request up to the greater of (x) $250.0 million and (y) 100% of consolidated EBITDA plus certain additional amounts, increased the sublimit for the issuance of swingline loans to $40.0 million and increased the maximum consolidated total net leverage ratio to 4.00 to 1.00. ā On November 1, 2019, Predecessor US Ecology entered into the lender joinder agreement and second amendment (the āSecond Amendmentā) to the Credit Agreement. Effective November 1, 2019, the Second Amendment, among other things, amended the Credit Agreement to increase the capacity for incremental term loans by $50.0 million and provided for Wells Fargo lending $450.0 million in incremental term loans to Predecessor US Ecology to pay off the existing debt of NRC in connection with the NRC Merger, to pay certain fees, costs and expenses incurred in connection with the NRC Merger and to repay outstanding borrowings under the Revolving Credit Facility. The seven-year incremental term loan matures November 1, 2026, requires principal repayment of 1% annually, and bears interest at LIBOR plus 2.25% or a base rate plus 1.25% (with a step-up to LIBOR plus 2.50% or a base rate plus 1.50% in the event that US Ecology credit ratings are not BB (with a stable or better outlook) or better from S&P and Ba2 (with a stable or better outlook) or better from Moodyās). During the three months ended March 31, 2021, the effective interest rate on the term loan, including the impact of the amortization of debt issuance costs, was 2.89%. ā On June 26, 2020, Predecessor US Ecology entered into the third amendment (the āThird Amendmentā) to the Credit Agreement. Among other things, the Third Amendment amended the Credit Agreement to provide a covenant relief period through the earlier of March 31, 2022 and the date Predecessor US Ecology elects to end such covenant relief period pursuant to the terms therein. During the covenant relief period, the Third Amendment increased Predecessor US Ecologyās consolidated total net leverage ratio requirement as of the end of each fiscal quarter to certain ratios above the 4.00 to 1.00 ratio in effect immediately before giving effect to the Third Amendment, subject to compliance with certain restrictions on restricted payments and permitted acquisitions during such covenant relief period. Furthermore, during the covenant relief period, under the Revolving Credit Facility, revolving credit loans are available based on a base rate (as defined in the Credit Agreement) or LIBOR, at the Companyās option, plus an applicable margin which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to consolidated earnings before interest, taxes, depreciation and amortization (as defined in the Credit Agreement), as set forth in the table below: ā ā ā ā Consolidated Total Net Leverage Ratio LIBOR Rate Loans Interest Margin Base Rate Loans Interest Margin Equal to or greater than 4.50 to 1.00 2.50% 1.50% Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 2.25% 1.25% Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 2.00% 1.00% Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 1.75% 0.75% Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 1.50% 0.50% Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 1.25% 0.25% Less than 1.00 to 1.00 1.00% 0.00% ā Additionally, during the covenant relief period, Predecessor US Ecology is required to pay a commitment fee ranging from 0.175% to 0.40% on the average daily unused portion of the Revolving Credit Facility, with such commitment fee to be based upon Predecessor US Ecologyās total net leverage ratio (as defined in the Credit Agreement). ā At March 31, 2021, we were in compliance with all of the financial covenants in the Credit Agreement. ā Interest Rate Swap ā In March 2020, the Company entered into an interest rate swap agreement with Wells Fargo, effectively fixing the interest rate on $470.0 million, or approximately 59%, of the Revolving Credit Facility and term loan borrowings outstanding as of March 31, 2021. In connection with our entry into the March 2020 interest rate swap, we terminated our existing interest rate swap prior to its scheduled maturity date of June 2021. As the original hedged forecasted transaction (periodic interest payments on our variable-rate debt) remains probable, the $1.8 million net loss related to the terminated swap reported in AOCI at the termination date will be amortized as additional interest expense over its original maturity. |
CLOSURE AND POST-CLOSURE OBLIGA
CLOSURE AND POST-CLOSURE OBLIGATIONS | 3 Months Ended |
Mar. 31, 2021 | |
CLOSURE AND POST-CLOSURE OBLIGATIONS | |
CLOSURE AND POST-CLOSURE OBLIGATIONS | NOTE 12. CLOSURE AND POST-CLOSURE OBLIGATIONS ā Our accrued closure and post-closure liability represents the expected future costs, including corrective actions, associated with closure and post-closure of our operating and non-operating disposal facilities. We record the fair value of our closure and post-closure obligations as a liability in the period in which the regulatory obligation to retire a specific asset is triggered. For our individual landfill cells, the required closure and post-closure obligations under the terms of our permits and our intended operation of the landfill cell are triggered and recorded when the cell is placed into service and waste is initially disposed in the landfill cell. The fair value is based on the total estimated costs to close the landfill cell and perform post-closure activities once the landfill cell has reached capacity and is no longer accepting waste. We perform periodic reviews of both non-operating and operating facilities and revise accruals for estimated closure and post-closure, remediation or other costs as necessary. Recorded liabilities are based on our best estimates of current costs and are updated periodically to include the effects of existing technology, presently enacted laws and regulations, inflation and other economic factors. ā Changes to closure and post-closure obligations consisted of the following: ā ā ā ā ā ā ā Three Months Ended $s in thousands March 31, 2021 Closure and post-closure obligations, beginning of period ā $ 95,869 Accretion expense ā 1,182 Payments ā (338) Foreign currency translation ā 21 Closure and post-closure obligations, end of period ā 96,734 Less current portion ā (7,119) Long-term portion ā $ 89,615 ā |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 13. INCOME TAXES ā We account for our provision for income taxes in accordance with ASC 740, Income Taxes, which requires an estimate of the Annual Effective Tax Rate (āAETRā) for the full year to be applied to the interim period, taking into account year-to-date amounts and projected results for the full year. The provision for income taxes represents federal, foreign, state, and local income taxes. During the year, management regularly updates forecasted annual pretax results for the various countries in which we operate based on recurring and nonrecurring factors including, but not limited to: variations in the estimated and actual level of pre-tax income or loss by jurisdiction; changes in enacted tax laws and regulations, and interpretations thereof, including with respect to tax credits and state and local income taxes; developments in tax audits and other matters; and certain nondeductible expenses. Changes in judgment from the evaluation of new information resulting in the recognition, derecognition, or remeasurement of a tax position taken in a prior annual period are recognized separately in the quarter of the change. To the extent that actual 2021 pretax results for U.S. and foreign income or loss vary from estimates, the actual income tax expense recognized in 2021 could be different from the forecasted amount used to estimate the income tax expense for the three months ended March 31, 2021. ā Income tax benefit for the three months ended March 31, 2021 was $1.4 million, resulting in an effective tax rate of 64.5%. Income tax benefit for the three months ended March 31, 2020 was $263,000, resulting in an effective tax rate of 0.1%. The increase in our effective tax rate for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily due to non-deductible goodwill impairment charges incurred during the three months ended March 31, 2020, and lower pre-tax earnings for the three months ended March 31, 2021 which resulted in a tax benefit from the year-to-date loss of our US operations, partially offset by foreign tax expense from the year-to-date earning of our foreign operations. ā Gross unrecognized tax benefits, included in Other long-term liabilities in the consolidated balance sheets, were $252,000 and $239,000 as of March 31, 2021 and December 31, 2020, respectively. The gross unrecognized tax benefits, if recognized by the Company, will result in a reduction of approximately $252,000 to the provision for income taxes. We do not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. Accrued interest and penalties related to unrecognized tax benefits are recorded in Interest expense and Selling, general and administrative expenses, respectively. The total accrued interest related to unrecognized tax benefits as of March 31, 2021 and December 31, 2020 were not significant. There is no accrual for penalties. ā The Company files income tax returns in the U.S. federal and various state, local and foreign jurisdictions. The Companyās U.S. federal income tax returns are subject to examination by the Internal Revenue Service for tax years beginning in 2017. For tax years beginning in 2016, our state tax returns are subject to examination by state tax authorities. Stablex Canada, Inc. is currently under examination by the Canadian Revenue Agency for years 2018 through 2020. Tax years 2016 through 2020 remain subject to examination in our significant foreign jurisdictions. The Company does not anticipate any material change as a result of any current examinations in progress. ā |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
LOSS PER SHARE | |
LOSS PER SHARE | NOTE 14. LOSS PER SHARE ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā ā 2021 ā 2020 $s and shares in thousands, except per share amounts Basic Diluted Basic Diluted Net loss ā $ (796) ā $ (796) ā $ (298,086) ā $ (298,086) Weighted average basic shares outstanding ā 31,104 ā 31,104 ā 31,305 ā 31,305 ā ā ā ā ā ā ā ā ā ā ā ā ā Dilutive effect of share-based awards and warrants ā ā ā ā ā ā ā ā ā ā Weighted average diluted shares outstanding ā ā ā ā 31,104 ā ā ā ā 31,305 ā ā ā ā ā ā ā ā ā ā ā ā ā Loss per share ā $ (0.03) ā $ (0.03) ā $ (9.52) ā $ (9.52) Anti-dilutive shares excluded from calculation ā ā ā ā 4,369 ā ā ā ā 4,131 ā |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
EQUITY | |
EQUITY | NOTE 15. EQUITY ā Stock Repurchase Program ā On June 6, 2020, the Companyās Board of Directorsā authorization to repurchase the Companyās outstanding shares of common stock and warrants under the share repurchase program expired. In the future, the Board of Directors may consider reauthorizing the repurchase program at any time, and the timing of any future repurchases of common stock or warrants will be based upon prevailing market conditions and other factors. The Company may from time to time also consider other options for repurchasing some or all of its warrants, including but not limited to a tender offer for all of the outstanding warrants. ā Omnibus Incentive Plan ā On May 27, 2015, the stockholders of Predecessor US Ecology approved the Omnibus Incentive Plan (as amended, āPre-Merger Omnibus Planā), which was approved by Predecessor US Ecologyās Board of Directors on April 7, 2015. In connection with the closing of the NRC Merger, the Company assumed the Pre-Merger Omnibus Plan, amended and restated such plan and renamed it the Amended and Restated US Ecology, Inc. Omnibus Incentive Plan (the āOmnibus Planā) for the purpose of issuing replacement awards to award recipients under the Omnibus Plan pursuant to the NRC Merger Agreement and for the issuance of additional awards in the future. The Omnibus Plan was developed to provide additional incentives through equity ownership in US Ecology and, as a result, encourage employees, consultants and non-employee directors to contribute to our success. The Omnibus Plan provides, among other things, the ability for the Company to grant restricted stock, performance stock, options, stock appreciation rights, restricted stock units, performance stock units and other share-based awards or cash awards to employees, consultants and non-employee directors. The Omnibus Plan expires on April 7, 2025 and authorizes 1,500,000 shares of common stock for grant over the life of the Omnibus Plan. As of March 31, 2021, 260,273 shares of common stock remain available for grant under the Omnibus Plan. Subsequent to the approval of the Pre-Merger Omnibus Plan by Predecessor US Ecology in May 2015, we stopped granting equity awards under the American Ecology Corporation 2008 Stock Option Incentive Plan (āPre-Merger 2008 Stock Option Planā). However, in connection with the closing of the NRC Merger, the Company assumed the Pre-Merger 2008 Stock Option Plan, amended and restated such plan and renamed it in the Amended and Restated US Ecology, Inc. 2008 Stock Option Incentive Plan (the ā2008 Stock Option Planā) solely for the purpose of issuing replacement awards to award recipients thereunder and remains in effect solely for the settlement of awards granted under such plan and no future grants may be made under such plan. No shares that are reserved but unissued under the 2008 Stock Option Plan or that are outstanding under the 2008 Stock Option Plan and reacquired by the Company for any reason will be available for issuance under the Omnibus Plan. In addition, in connection with the closing of the NRC Merger, the Company assumed the NRC Group Holdings Corp. 2018 Equity Incentive Plan previously maintained by NRC by adopting the Amended and Restated US Ecology, Inc. 2018 Equity and Incentive Compensation Plan solely for the purpose of issuing replacement awards to award recipients thereunder pursuant to the NRC Merger Agreement, and no future grants may be made under such plan. ā PSUs, RSUs and Restricted Stock ā A summary of our PSU, restricted stock and RSU activity for the three months ended March 31, 2021 is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā PSUs ā Restricted Stock ā RSUs ā ā ā ā Weighted ā ā ā Weighted ā ā ā Weighted ā ā ā ā Average ā ā ā Average ā ā ā Average ā ā ā ā Grant Date ā ā ā Grant Date ā ā ā Grant Date ā Shares Fair Value Shares Fair Value Shares Fair Value Outstanding as of December 31, 2020 86,070 ā $ 49.45 72,766 ā $ 51.47 ā 147,243 ā $ 39.92 Granted ā ā ā ā 58,700 ā ā 35.33 ā 62,759 ā ā 39.33 Vested (14,100) ā 63.56 (24,402) ā 56.99 ā (52,468) ā 39.99 Cancelled, expired or forfeited ā ā ā ā ā ā ā (1,531) ā 46.38 Outstanding as of March 31, 2021 71,970 ā $ 46.69 107,064 ā $ 41.37 ā 156,003 ā $ 39.60 ā During the three months ended March 31, 2021, 14,100 PSUs vested and PSU holders earned zero shares of the Companyās common stock. ā Stock Options ā A summary of our stock option activity for the three months ended March 31, 2021 is as follows: ā ā ā ā ā ā ā ā ā ā ā Weighted ā ā ā ā Average ā ā ā ā Exercise ā Shares Price Outstanding as of December 31, 2020 357,033 ā $ 49.93 Granted 205,800 ā ā 35.30 Outstanding as of March 31, 2021 562,833 ā $ 44.58 Exercisable as of March 31, 2021 299,568 ā $ 48.29 ā Treasury Stock ā During the three months ended March 31, 2021, the Company repurchased 12,788 shares of the Companyās common stock in connection with the net share settlement of employee equity awards at an average cost of $36.33. ā Warrants ā At March 31, 2021, there were a total of 3,772,753 warrants outstanding. Each warrant entitles the holder thereof to purchase one share of common stock at a price of $58.67 per share, subject to certain adjustments. The warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will expire at 5:00 p.m. New York City time on October 17, 2023, or earlier upon redemption or liquidation. The warrants are listed on the Nasdaq Capital Market under the symbol āECOLWā. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 daysā prior written notice of redemption to each warrant holder, if, and only if, the reported last sale price of Common Stock equals or exceeds $91.84 per share on each of 20 trading days within the 30 trading-day period ending on the business day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable on exercise of the warrants and subject to the satisfaction of certain other requirements. The warrants were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging Distinguishing Liabilities from Equity ā Dividends ā On March 31, 2020, the Board of Directors approved a plan to suspend quarterly cash dividends, beginning with the second quarter of 2020. The Company did not |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. COMMITMENTS AND CONTINGENCIES ā Litigation and Regulatory Proceedings ā In the ordinary course of business, we are involved in judicial and administrative proceedings involving federal, state, provincial or local governmental authorities, including regulatory agencies that oversee and enforce compliance with permits. Fines or penalties may be assessed by our regulators for non-compliance. Actions may also be brought by individuals or groups in connection with permitting of planned facilities, modification or alleged violations of existing permits, or alleged damages suffered from exposure to hazardous substances purportedly released from our operated sites, as well as other litigation. We maintain insurance intended to cover property and damage claims asserted as a result of our operations. Periodically, management reviews and may establish reserves for legal and administrative matters, or other fees expected to be incurred in relation to these matters. In December 2010, National Response Corporation, a subsidiary of NRC acquired by the Company in the NRC Merger, was named as one of many āDispersant Defendantsā in multi-district litigation, arising out of the explosion of the BP Deepwater Horizon (āBPā) oil rig, filed in the U.S. District Court for the Eastern District of Louisiana (ā In re Deepwater Horizon On November 17, 2018, an explosion occurred at our Grand View, Idaho facility, resulting in one employee fatality and injuries to other employees. The incident severely damaged the facilityās primary waste-treatment building as well as surrounding waste handling, waste storage, maintenance and administrative support structures, resulting in the closure of the entire facility that remained in effect through January 2019. In addition to initiating and conducting our own investigation into the incident, we fully cooperated with the Idaho Department of Environmental Quality, the U.S. Environmental Protection Agency and the Occupational Safety and Health Administration (āOSHAā) to support their comprehensive and independent investigations of the incident. On January 10, 2020, we entered into a settlement agreement with OSHA settling a complaint made by OSHA relating to the incident for $50,000. On January 28, 2020, the Occupational Safety and Health Review Commission issued an order terminating the proceeding relating to such OSHA complaint. We maintain workersā compensation insurance, business interruption insurance and liability insurance for personal injury, property and casualty damage. We believe that any potential third-party claims associated with the explosion in excess of our deductibles are expected to be resolved primarily through our insurance policies. Although we carry business interruption insurance, a disruption of our business caused by a casualty event, including the full and partial closure of our Grand View, Idaho facility, may result in the loss of business, profits or customers during the time of such closure. Accordingly, our insurance policies may not fully compensate us for these losses. In November 2020, we commenced a lawsuit against the generator and broker of the waste, the treatment of which we believe contributed to the Grand View explosion, seeking damages in connection with the losses suffered as a result of the incident. The Company is actively working with its insurance companies on comprehensive property and business interruption insurance claims related to the incident at our Grand View, Idaho facility. ā Other than as described above, during the period covered by this Quarterly Report on Form 10-Q, we have not been a party to any material legal proceedings. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 3 Months Ended |
Mar. 31, 2021 | |
OPERATING SEGMENTS | |
OPERATING SEGMENTS | NOTE 17. OPERATING SEGMENTS ā Financial Information by Segment ā Effective in the fourth quarter of 2020, we made changes to the manner in which we manage our business, make operating decisions and assess our performance. The energy waste business that was acquired through the NRC Merger now comprises our Energy Waste segment. Prior to this change, the energy waste business was included in the Waste Solutions segment (formerly āEnvironmental Servicesā). Throughout this Quarterly Report on Form 10-Q, all periods presented have been recast to reflect these changes. Under our new structure our operations are managed in three reportable segments reflecting our internal management reporting structure and nature of services offered as follows: ā Waste Solutions (formerly āEnvironmental Servicesā) ā Field Services (formerly āField & Industrial Servicesā) ā Energy Waste ā The operations not managed through our three reportable segments are recorded as āCorporate.ā Corporate selling, general and administrative expenses include typical corporate items of a general nature such as certain labor, information technology, legal, accounting and other expenses not associated with a specific reportable segment. Income taxes are assigned to Corporate, but all other items are included in the segment where they originated. Inter-company transactions have been eliminated from the segment information and are not significant between segments. ā Summarized financial information of our reportable segments is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2021 ā ā Waste ā Field ā Energy ā ā ā ā ā ā $s in thousands Solutions Services Waste Corporate Total Revenue ā $ 104,142 ā $ 118,249 ā $ 6,228 ā $ ā ā $ 228,619 Depreciation, amortization and accretion ā $ 11,431 ā $ 11,371 ā $ 4,965 ā $ 784 ā $ 28,551 Capital expenditures ā $ 8,145 ā $ 931 ā $ 283 ā $ 255 ā $ 9,614 Total assets ā $ 789,277 ā $ 753,209 ā $ 228,689 ā $ 51,977 ā $ 1,823,152 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2020 ā ā Waste ā Field ā Energy ā ā ā ā ā ā $s in thousands Solutions Services Waste Corporate Total Revenue ā $ 109,392 ā $ 113,994 ā $ 17,334 ā $ ā ā $ 240,720 Depreciation, amortization and accretion ā $ 10,419 ā $ 12,015 ā $ 5,613 ā $ 638 ā $ 28,685 Capital expenditures ā $ 10,141 ā $ 5,289 ā $ 1,391 ā $ 2,310 ā $ 19,131 Total assets ā $ 746,862 ā $ 878,774 ā $ 250,409 ā $ 102,594 ā $ 1,978,639 ā Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (āAdjusted EBITDAā) ā Management uses Adjusted EBITDA as a financial measure to assess segment performance. Adjusted EBITDA is defined as net income before interest expense, interest income, income tax expense, depreciation, amortization, share-based compensation, accretion of closure and post-closure liabilities, foreign currency gain/loss, non-cash goodwill impairment charges, business development and integration expenses and other income/expense. Adjusted EBITDA is a complement to results provided in accordance with GAAP and we believe that such information provides additional useful information to analysts, stockholders and other users to understand the Companyās operating performance. Since Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies. Items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or a substitute for analyzing our results as reported under GAAP. Some of the limitations are: ā Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; ā Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt; ā Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes; ā Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; ā Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and ā Adjusted EBITDA does not reflect our business development and integration expenses. ā A reconciliation of Net loss to Adjusted EBITDA is as follows: ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, $s in thousands 2021 2020 Net loss ā $ (796) ā $ (298,086) Income tax benefit ā ā (1,444) ā ā (263) Interest expense ā ā 7,357 ā ā 9,310 Interest income ā ā (273) ā ā (89) Foreign currency loss (gain) ā ā 371 ā ā (937) Other income ā ā (3,710) ā ā (171) Goodwill impairment charges ā ā ā ā ā 300,300 Depreciation and amortization of plant and equipment ā ā 18,234 ā ā 17,978 Amortization of intangible assets ā ā 9,135 ā ā 9,441 Share-based compensation ā ā 1,928 ā ā 1,564 Accretion and non-cash adjustment of closure & post-closure liabilities ā ā 1,182 ā ā 1,266 Business development and integration expenses ā ā 1,220 ā ā 2,907 Adjusted EBITDA ā $ 33,204 ā $ 43,220 ā Adjusted EBITDA, by operating segment, is as follows: ā ā ā ā ā ā ā ā ā Three Months Ended March 31, $s in thousands ā 2021 2020 Waste Solutions $ 40,136 ā $ 42,922 Field Services 17,137 ā 17,465 Energy Waste ā ā 1,258 ā ā 5,205 Corporate (25,327) ā (22,372) Total $ 33,204 ā $ 43,220 ā Property and Equipment and Intangible Assets Outside of the United States ā We provide services primarily in the United States, Canada and the EMEA region. Long-lived assets, comprised of property and equipment and intangible assets net of accumulated depreciation and amortization, by geographic location are as follows: ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands ā 2021 2020 United States ā $ 866,405 ā $ 882,639 Canada ā 68,799 ā 68,623 EMEA ā ā 17,307 ā ā 18,042 Other (1) ā ā 10,945 ā ā 11,321 Total long-lived assets ā $ 963,456 ā $ 980,625 (1) Includes Mexico, Asia Pacific, and Latin America and Caribbean geographical regions. |
GENERAL (Policies)
GENERAL (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
GENERAL | |
Basis of Presentation | Basis of Presentation ā The accompanying unaudited consolidated financial statements include the results of operations, financial position and cash flows of US Ecology, Inc. and its wholly-owned subsidiaries. All inter-company balances have been eliminated. Throughout these consolidated financial statements words such as āwe,ā āus,ā āour,ā āUS Ecologyā and āthe Companyā refer to US Ecology, Inc. and its subsidiaries. ā In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly, in all material respects, the results of the Company for the periods presented. These consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (āSECā). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (āGAAPā) have been omitted pursuant to the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Companyās Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2021. ā The Companyās consolidated balance sheet as of December 31, 2020 has been derived from the Companyās audited consolidated balance sheet as of that date. |
Reclassifications | Reclassifications ā Effective in the first quarter of 2021, we changed our management structure resulting in the reclassification of certain overhead expenses from our Waste Solutions, Field Services and Energy Waste reportable segments to Corporate. As a result, certain regional overhead costs historically presented within our reportable segments as Direct operating costs were further reclassified to Corporate as Selling, general and administrative expenses to conform to the current periodās presentation. Throughout this Quarterly Report on Form 10-Q, all periods presented have been recast to reflect these changes. |
Use of Estimates | Use of Estimates ā The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements. As it relates to estimates and assumptions in amortization rates and environmental obligations, significant engineering, operations and accounting judgments are required. We review these estimates and assumptions no less than annually. In many circumstances, the ultimate outcome of these estimates and assumptions will not be known for decades into the future. Actual results could differ materially from these estimates and assumptions due to changes in applicable regulations, changes in future operational plans and inherent imprecision associated with estimating environmental impacts far into the future. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements ā In March 2020, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU is effective as of March 12, 2020 through December 31, 2022. We will evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. The ASU is currently not expected to have a material impact on our consolidated financial statements. ā Effective January 1, 2021, the Company adopted ASU No. 2019-12, āIncome Taxes - Simplifying the Accounting for Income Taxes.ā This ASU is intended to simplify various aspects of accounting for income taxes by eliminating certain exceptions within Accounting Standards Codification Topic 740, āIncome Taxesā and to clarify certain aspects of the current accounting guidance. Adoption of this standard did not materially impact our consolidated statements of financial position, results of operations, or cash flows. |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
REVENUES | |
Schedule of disaggregation of revenues | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2021 ā ā Waste ā Field ā Energy ā ā ā $s in thousands Solutions Services ā Waste Total Treatment & Disposal Revenue (1) ā $ 88,060 ā $ 9,977 ā $ 3,783 ā $ 101,820 Services Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Transportation and Logistics (2) ā ā 16,082 ā ā 6,329 ā ā 1,401 ā ā 23,812 Industrial Services (3) ā ā ā ā ā 26,256 ā ā 409 ā ā 26,665 Small Quantity Generation (4) ā ā ā ā ā 13,052 ā ā ā ā ā 13,052 Total Waste Management (5) ā ā ā ā ā 9,882 ā ā ā ā ā 9,882 Remediation (6) ā ā ā ā ā 9,827 ā ā ā ā ā 9,827 Emergency Response (7) ā ā ā ā ā 31,623 ā ā ā ā ā 31,623 Domestic Standby Services (8) ā ā ā ā ā 7,880 ā ā ā ā ā 7,880 Other (9) ā ā ā ā ā 3,423 ā ā 635 ā ā 4,058 Revenue ā $ 104,142 ā $ 118,249 ā $ 6,228 ā $ 228,619 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2020 ā ā Waste ā Field ā Energy ā ā ā $s in thousands Solutions Services ā Waste Total Treatment & Disposal Revenue (1) ā $ 90,717 ā $ 9,918 ā $ 9,332 ā $ 109,967 Services Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Transportation and Logistics (2) ā ā 18,675 ā ā 6,127 ā ā 3,266 ā ā 28,068 Industrial Services (3) ā ā ā ā ā 28,498 ā ā 1,966 ā ā 30,464 Small Quantity Generation (4) ā ā ā ā ā 11,077 ā ā ā ā ā 11,077 Total Waste Management (5) ā ā ā ā ā 8,469 ā ā ā ā ā 8,469 Remediation (6) ā ā ā ā ā 10,441 ā ā ā ā ā 10,441 Emergency Response (7) ā ā ā ā ā 25,026 ā ā ā ā ā 25,026 Domestic Standby Services (8) ā ā ā ā ā 9,467 ā ā ā ā ā 9,467 Other (9) ā ā ā ā ā 4,971 ā ā 2,770 ā ā 7,741 Revenue ā $ 109,392 ā $ 113,994 ā $ 17,334 ā $ 240,720 (1) We categorize our treatment and disposal revenue as either āBase Businessā or āEvent Businessā based on the underlying nature of the revenue source. We define Event Business as non-recurring projects that are expected to equal or exceed 1,000 tons, with Base Business defined as all other business not meeting the definition of Event Business. For the three months ended March 31, 2021 and 2020, 24% and 25% , respectively, of our treatment and disposal revenue was derived from Event Business projects. Base Business revenue accounted for 76% and 75% of our treatment and disposal revenue for the three months ended March 31, 2021 and 2020, respectively. (2) Includes collection and transportation of non-hazardous and hazardous waste. (3) Includes industrial cleaning and maintenance for refineries, chemical plants, steel and automotive plants, marine terminals and refinery services such as tank cleaning and temporary storage. (4) Includes retail services, laboratory packing, less-than-truck-load service and household hazardous waste collection. Contracts for Small Quantity Generation may extend beyond one year and a portion of the transaction price can be fixed. (5) Through our total waste management (āTWMā) program, customers outsource the management of their waste compliance program to us, allowing us to organize and coordinate their waste management disposal activities and environmental compliance. TWM contracts may extend beyond one year and a portion of the transaction price can be fixed. (6) Includes site assessment, onsite treatment, project management and remedial action planning and execution. Contracts for Remediation may extend beyond one year and a portion of the transaction price can be fixed. (7) Includes spill response, waste analysis and treatment and disposal planning. (8) We provide government-mandated, commercial standby oil spill compliance solutions to companies that store, transport, produce or handle petroleum and certain nonpetroleum oils on or near U.S. waters. Our standby services customers pay annual retainer fees under long-term or evergreen contracts for access to our regulatory certifications, specialized assets and highly trained personnel. When a customer with a retainer contract experiences a spill incident, we coordinate and manage the spill response, which results in incremental revenue for the services provided, in addition to the retainer fees. (9) Includes equipment rental and other miscellaneous services. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2021 ā Three Months Ended March 31, 2020 ā ā Waste ā Field ā Energy ā ā ā ā Waste ā Field ā Energy ā ā ā $s in thousands Solutions Services Waste Total Solutions Services Waste Total United States ā $ 84,474 ā $ 106,051 ā $ 6,228 ā $ 196,753 ā $ 90,473 ā $ 105,565 ā $ 17,334 ā $ 213,372 Canada ā ā 19,668 ā ā 579 ā ā ā ā ā 20,247 ā ā 18,919 ā ā 1,077 ā ā ā ā ā 19,996 EMEA ā ā ā ā ā 10,018 ā ā ā ā ā 10,018 ā ā ā ā ā 5,239 ā ā ā ā ā 5,239 Other (1) ā ā ā 1,601 ā ā ā 1,601 ā ā ā 2,113 ā ā ā 2,113 Total revenue ā $ 104,142 ā $ 118,249 ā $ 6,228 ā $ 228,619 ā $ 109,392 ā $ 113,994 ā $ 17,334 ā $ 240,720 (1) Includes Mexico, Asia Pacific, and Latin America and Caribbean geographical regions. ā |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
Schedule of changes in accumulated other comprehensive income (loss) | ā ā ā ā ā ā ā ā ā ā ā ā ā Foreign ā Unrealized Gain ā ā ā ā ā Currency ā (Loss) on Interest ā ā ā $s in thousands Translation Rate Hedge Total Balance at December 31, 2020 ā $ (7,870) ā $ (6,788) ā $ (14,658) Other comprehensive income before reclassifications, net of tax ā 1,439 ā 8,323 ā 9,762 Amounts reclassified out of AOCI, net of tax (1) ā ā ā 894 ā 894 Other comprehensive income, net ā 1,439 ā 9,217 ā 10,656 Balance at March 31, 2021 ā $ (6,431) ā $ 2,429 ā $ (4,002) (1) Before-tax reclassifications of $1.1 million ($894,000 after-tax) for the three months ended March 31, 2021, were included in Interest expense in the Companyās consolidated statements of operations. Amounts relate to the Companyās interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made or, for terminated swap agreements, amortized to interest expense over the period from termination to original maturity. Amounts in AOCI expected to be reclassified to interest expense over the next 12 months total approximately $3.3 million ($2.6 million after-tax). ā ā ā ā ā ā ā ā ā ā ā ā ā Foreign ā Unrealized Gain ā ā ā ā ā Currency ā (Loss) on Interest ā ā ā $s in thousands Translation Rate Hedge Total Balance at December 31, 2019 ā $ (10,925) ā $ (929) ā $ (11,854) Other comprehensive loss before reclassifications, net of tax ā (8,259) ā (6,310) ā (14,569) Amounts reclassified out of AOCI, net of tax (2) ā ā ā 212 ā 212 Other comprehensive loss, net ā (8,259) ā (6,098) ā (14,357) Balance at March 31, 2020 ā $ (19,184) ā $ (7,027) ā $ (26,211) (2) Before-tax reclassifications of $268,000 ($212,000 after-tax) for the three months ended March 31, 2020, were included in Interest expense in the Companyās consolidated statements of operations. Amounts relate to the Companyās interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made. |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
RECEIVABLES | |
Schedule of receivables | ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands ā 2021 2020 Trade ā $ 189,092 ā $ 186,502 Unbilled revenue ā 52,075 ā 52,858 Other ā 5,353 ā 5,554 Total receivables ā 246,520 ā 244,914 Allowance for credit losses ā (3,666) ā (2,936) Receivables, net ā $ 242,854 ā $ 241,978 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities measured at fair value on a recurring basis | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2021 ā ā Quoted Prices in ā Other Observable ā Unobservable ā ā ā ā ā Active Markets ā Inputs ā Inputs ā ā ā $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: ā ā ā ā ā ā ā ā ā ā ā ā Fixed-income securities (1) ā $ 3,405 ā $ 915 ā $ ā ā $ 4,320 Money market funds (2) ā ā 1,526 ā ā ā ā ā ā ā ā 1,526 Interest rate swap agreement (3) ā ā ā ā ā 1,619 ā ā ā ā ā 1,619 Total ā $ 4,931 ā $ 2,534 ā $ ā ā $ 7,465 ā ā ā ā ā ā ā ā ā ā ā ā ā Liabilities: ā ā ā ā ā ā ā ā ā ā ā ā Contingent consideration (4) ā $ ā ā $ ā ā $ 2,208 ā $ 2,208 Total ā $ ā ā $ ā ā $ 2,208 ā $ 2,208 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2020 ā ā Quoted Prices in ā Other Observable ā Unobservable ā ā ā ā ā Active Markets ā Inputs ā Inputs ā ā ā $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: ā ā ā ā ā ā ā ā ā ā ā ā Fixed-income securities (1) ā $ 2,914 ā $ 1,427 ā $ ā ā $ 4,341 Money market funds (2) ā ā 1,319 ā ā ā ā ā ā ā ā 1,319 Total ā $ 4,233 ā $ 1,427 ā $ ā ā $ 5,660 ā ā ā ā ā ā ā ā ā ā ā ā ā Liabilities: ā ā ā ā ā ā ā ā ā ā ā ā Interest rate swap agreement (3) ā $ ā ā $ 9,744 ā $ ā ā $ 9,744 Contingent consideration (4) ā ā ā ā ā ā ā ā 2,173 ā ā 2,173 Total ā $ ā ā $ 9,744 ā $ 2,173 ā $ 11,917 (1) We invest a portion of our Restricted cash and investments in fixed-income securities, including U.S. Treasury and U.S. agency securities. We measure the fair value of U.S. Treasury securities using quoted prices for identical assets in active markets. We measure the fair value of U.S. agency securities using observable market activity for similar assets. The fair value of our fixed-income securities approximates our cost basis in the investments. ā (2) We invest portions of our Cash and cash equivalents and Restricted cash and investments in money market funds. We measure the fair value of these money market fund investments using quoted prices for identical assets in active markets. The portion of Restricted cash and investments that is invested in money market funds is considered restricted cash for purposes of reconciling the beginning-of-period and end-of-period amounts presented in the Companyās consolidated statements of cash flows. ā (3) In order to manage interest rate exposure, we entered into an interest rate swap agreement in March 2020 that effectively converts a portion of our variable-rate debt to a fixed interest rate. The swap is designated as a highly-effective cash flow hedge, with gains and losses deferred in other comprehensive income to be recognized as an adjustment to interest expense in the same period that the hedged interest payments affect earnings. The interest rate swap has an effective date of March 31, 2020 in an initial notional amount of $500.0 million. The fair value of the interest rate swap agreement represents the difference in the present value of cash flows calculated (i) at the contracted interest rates and (ii) at current market interest rates at the end of the period. We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments. The fair value of the interest rate swap agreement is included in Other assets and Other long-term liabilities in the Companyās consolidated balance sheets as of March 31, 2021 and December 31, 2020. ā (4) Our contingent consideration liabilities represent the estimated fair value of potential future payments the Company may be required to remit under the terms of historical purchase agreements entered into by NRC prior to the NRC Merger. The payments are contingent on the acquired businessesā achievement of annual earnings targets in certain years and other events considered in the purchase agreements. The fair value of our contingent consideration liabilities is calculated using either a Monte Carlo simulation or modified Black-Scholes analyses based on earnings projections for the respective earn-out periods, corresponding earnings thresholds, and approximate timing of payments as outlined in the purchase agreements. The analyses utilize the following assumptions: (i) expected term; (ii) risk-adjusted net sales or earnings; (iii) risk-free interest rate; and (iv) expected volatility of earnings. Estimated payments, as determined through the respective models, are discounted by a credit spread assumption to account for credit risk. The fair value of our contingent consideration liability as of both March 31, 2021 and December 31, 2020 was $2.2 million and is included in Accrued liabilities in the Companyās consolidated balance sheet. We revalue our contingent consideration payments each period and any increases or decreases to fair value are included in Selling, general and administrative expenses in our consolidated statements of operations. Fair values may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. |
Schedule of changes in Level 3 liabilities measured at fair value | ā ā ā ā ā ā ā Three Months Ended $s in thousands March 31, 2021 Contingent consideration, beginning of period ā $ 2,173 Foreign currency translation ā 35 Contingent consideration, end of period ā $ 2,208 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands ā 2021 2020 Cell development costs ā $ 193,496 ā $ 186,170 Land and improvements ā 72,605 ā 65,953 Buildings and improvements ā 130,693 ā 128,206 Railcars ā 17,299 ā 17,299 Vehicles, vessels and other equipment ā 331,632 ā 331,167 Construction in progress ā 37,284 ā 44,840 Total property and equipment ā 783,009 ā 773,635 Accumulated depreciation and amortization ā (334,761) ā (316,998) Property and equipment, net ā $ 448,248 ā $ 456,637 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
LEASES | |
Summary of leased assets and liabilities | ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands 2021 2020 Assets: ā ā ā ā ā ā Operating right-of-use assets (1) ā $ 48,824 ā $ 51,474 Finance right-of-use assets (2) ā ā 21,235 ā ā 21,209 Total ā $ 70,059 ā $ 72,683 ā ā ā ā ā ā ā Liabilities: ā ā ā ā ā ā Current: ā ā ā ā ā ā Operating (3) ā $ 16,208 ā $ 17,048 Finance (4) ā ā 4,935 ā ā 4,462 Long-term: ā ā ā ā ā ā Operating (5) ā ā 33,362 ā ā 35,069 Finance (6) ā ā 15,836 ā ā 17,501 Total ā $ 70,341 ā $ 74,080 (1) Included in Operating lease assets in the Companyās consolidated balance sheets. (2) Included in Property and equipment, net in the Companyās consolidated balance sheets. Finance right-of-use assets are recorded net of accumulated amortization of $9.3 million and $8.0 million as of March 31, 2021 and December 31, 2020, respectively. (3) Included in Current portion of operating lease liabilities in the Companyās consolidated balance sheets. (4) Included in Accrued liabilities in the Companyās consolidated balance sheets. (5) Included in Long-term operating lease liabilities in the Companyās consolidated balance sheets. (6) Included in Other long-term liabilities in the Companyās consolidated balance sheets. |
Summary of lease cost | ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, $s in thousands 2021 2020 Operating lease cost (1) ā $ 5,296 ā $ 4,999 Finance lease cost: ā ā ā ā ā ā Amortization of leased assets (2) ā ā 1,334 ā ā 1,294 Interest on lease liabilities (3) ā ā 278 ā ā 318 Total ā $ 6,908 ā $ 6,611 (1) Included in Direct operating costs and Selling, general, and administrative expenses in the Companyās consolidated statements of operations. Operating lease cost includes short-term leases, excluding expenses relating to leases with a term of one month or less, which are not material. Operating lease cost excludes variable lease costs which are not material. (2) Included in Direct operating costs in the Companyās consolidated statements of operations. (3) Included in Interest expense in the Companyās consolidated statements of operations. |
Schedule of cash flow supplemental information | ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, $s in thousands 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: ā ā ā ā ā ā Operating cash flows from operating leases ā $ 5,151 ā $ 4,851 Operating cash flows from finance leases ā $ 278 ā $ 318 Financing cash flows from finance leases ā $ 1,192 ā $ 1,128 ā ā ā ā ā ā ā Non-cash investing and financing activities: ā ā ā ā ā ā Right-of-use assets obtained in exchange for new operating lease liabilities ā $ 2,074 ā $ 2,391 Right-of-use assets obtained in exchange for new finance lease liabilities ā $ ā ā $ 4,192 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of changes in goodwill | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Waste Solutions ā Field Services ā Energy Waste ā ā ā ā ā ā ā Accumulated ā ā ā Accumulated ā ā ā Accumulated ā ā ā $s in thousands Gross Impairment Gross Impairment Gross Impairment Total Balance at December 31, 2020 ā $ 166,863 ā $ (6,870) ā $ 237,341 ā $ (19,900) ā $ 399,503 ā $ (363,900) ā $ 413,037 Foreign currency translation ā 215 ā ā ā ā 94 ā ā ā ā ā ā ā ā ā ā 309 Balance at March 31, 2021 ā $ 167,078 ā $ (6,870) ā $ 237,435 ā $ (19,900) ā $ 399,503 ā $ (363,900) ā $ 413,346 |
Schedule of intangible assets, net | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2021 ā December 31, 2020 ā ā ā ā ā Accumulated ā ā ā ā ā ā ā Accumulated ā ā ā $s in thousands Cost Amortization Net Cost Amortization Net Amortizing intangible assets: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Permits, licenses and lease ā $ 175,148 ā $ (24,127) ā $ 151,021 ā $ 174,885 ā $ (23,005) ā $ 151,880 Customer relationships ā ā 340,147 ā ā (68,348) ā ā 271,799 ā ā 340,032 ā ā (61,778) ā ā 278,254 Technology - formulae and processes ā 7,227 ā (2,378) ā 4,849 ā 7,142 ā (2,293) ā 4,849 Customer backlog ā 3,652 ā (2,478) ā 1,174 ā 3,652 ā (2,387) ā 1,265 Tradename ā 10,390 ā ā (8,728) ā ā 1,662 ā 10,390 ā ā (8,015) ā ā 2,375 Developed software ā ā 2,905 ā ā (2,259) ā ā 646 ā ā 2,902 ā ā (2,182) ā ā 720 Non-compete agreements ā 5,578 ā (4,910) ā 668 ā 5,571 ā (4,318) ā 1,253 Internet domain and website ā ā 536 ā ā (191) ā ā 345 ā ā 536 ā ā (184) ā ā 352 Database ā ā 390 ā ā (220) ā ā 170 ā ā 389 ā ā (214) ā ā 175 Total amortizing intangible assets ā 545,973 ā (113,639) ā 432,334 ā 545,499 ā (104,376) ā 441,123 Non-amortizing intangible assets: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Permits and licenses ā 82,739 ā ā ā ā 82,739 ā 82,732 ā ā ā ā 82,732 Tradename ā 135 ā ā ā ā ā 135 ā 133 ā ā ā ā ā 133 Total intangible assets ā $ 628,847 ā $ (113,639) ā $ 515,208 ā $ 628,364 ā $ (104,376) ā $ 523,988 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
DEBT | |
Schedule of long-term debt | ā ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands 2021 2020 Revolving credit facility ā $ 347,277 ā $ 347,000 Term loan ā ā 444,375 ā ā 445,500 Unamortized term loan discount and debt issuance costs ā ā (6,373) ā ā (6,657) Total debt ā ā 785,279 ā ā 785,843 Current portion of long-term debt ā ā (3,635) ā ā (3,359) Long-term debt ā $ 781,644 ā $ 782,484 |
Schedule of future maturities of long-term debt, excluding the unamortized discount and debt issuance costs | ā ā ā ā ā $s in thousands Maturities 2021 (excluding the three months ended March 31, 2021) ā $ 3,652 2022 ā ā 4,500 2023 ā ā 4,500 2024 ā ā 351,500 2025 ā ā 4,500 Thereafter ā ā 423,000 ā ā $ 791,652 |
Schedule of interest margins based on the total net leverage ratio | ā ā ā ā Consolidated Total Net Leverage Ratio LIBOR Rate Loans Interest Margin Base Rate Loans Interest Margin Equal to or greater than 3.25 to 1.00 2.00% 1.00% Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 1.75% 0.75% Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 1.50% 0.50% Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 1.25% 0.25% Less than 1.00 to 1.00 1.00% 0.00% ā ā ā ā Consolidated Total Net Leverage Ratio LIBOR Rate Loans Interest Margin Base Rate Loans Interest Margin Equal to or greater than 4.50 to 1.00 2.50% 1.50% Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 2.25% 1.25% Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 2.00% 1.00% Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 1.75% 0.75% Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 1.50% 0.50% Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 1.25% 0.25% Less than 1.00 to 1.00 1.00% 0.00% |
Schedule of maximum consolidated leverage ratio for different periods | ā Fiscal Quarter(s) Consolidated Total Net Leverage Ratio Fiscal Quarters ending June 30, 2017 through September 30, 2019 3.50:1.00 Fiscal Quarters ending December 31, 2019 and thereafter 4.00:1.00 |
CLOSURE AND POST-CLOSURE OBLI_2
CLOSURE AND POST-CLOSURE OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
CLOSURE AND POST-CLOSURE OBLIGATIONS | |
Schedule of changes to reported closure and post closure obligations | ā ā ā ā ā ā ā Three Months Ended $s in thousands March 31, 2021 Closure and post-closure obligations, beginning of period ā $ 95,869 Accretion expense ā 1,182 Payments ā (338) Foreign currency translation ā 21 Closure and post-closure obligations, end of period ā 96,734 Less current portion ā (7,119) Long-term portion ā $ 89,615 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
LOSS PER SHARE | |
Schedule of loss per share | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā ā 2021 ā 2020 $s and shares in thousands, except per share amounts Basic Diluted Basic Diluted Net loss ā $ (796) ā $ (796) ā $ (298,086) ā $ (298,086) Weighted average basic shares outstanding ā 31,104 ā 31,104 ā 31,305 ā 31,305 ā ā ā ā ā ā ā ā ā ā ā ā ā Dilutive effect of share-based awards and warrants ā ā ā ā ā ā ā ā ā ā Weighted average diluted shares outstanding ā ā ā ā 31,104 ā ā ā ā 31,305 ā ā ā ā ā ā ā ā ā ā ā ā ā Loss per share ā $ (0.03) ā $ (0.03) ā $ (9.52) ā $ (9.52) Anti-dilutive shares excluded from calculation ā ā ā ā 4,369 ā ā ā ā 4,131 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
EQUITY | |
Summary of PSU, restricted stock and RSU activity | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā PSUs ā Restricted Stock ā RSUs ā ā ā ā Weighted ā ā ā Weighted ā ā ā Weighted ā ā ā ā Average ā ā ā Average ā ā ā Average ā ā ā ā Grant Date ā ā ā Grant Date ā ā ā Grant Date ā Shares Fair Value Shares Fair Value Shares Fair Value Outstanding as of December 31, 2020 86,070 ā $ 49.45 72,766 ā $ 51.47 ā 147,243 ā $ 39.92 Granted ā ā ā ā 58,700 ā ā 35.33 ā 62,759 ā ā 39.33 Vested (14,100) ā 63.56 (24,402) ā 56.99 ā (52,468) ā 39.99 Cancelled, expired or forfeited ā ā ā ā ā ā ā (1,531) ā 46.38 Outstanding as of March 31, 2021 71,970 ā $ 46.69 107,064 ā $ 41.37 ā 156,003 ā $ 39.60 |
Summary of stock option activity | ā ā ā ā ā ā ā ā ā ā ā Weighted ā ā ā ā Average ā ā ā ā Exercise ā Shares Price Outstanding as of December 31, 2020 357,033 ā $ 49.93 Granted 205,800 ā ā 35.30 Outstanding as of March 31, 2021 562,833 ā $ 44.58 Exercisable as of March 31, 2021 299,568 ā $ 48.29 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
OPERATING SEGMENTS | |
Summary of financial information of our reportable segments | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2021 ā ā Waste ā Field ā Energy ā ā ā ā ā ā $s in thousands Solutions Services Waste Corporate Total Revenue ā $ 104,142 ā $ 118,249 ā $ 6,228 ā $ ā ā $ 228,619 Depreciation, amortization and accretion ā $ 11,431 ā $ 11,371 ā $ 4,965 ā $ 784 ā $ 28,551 Capital expenditures ā $ 8,145 ā $ 931 ā $ 283 ā $ 255 ā $ 9,614 Total assets ā $ 789,277 ā $ 753,209 ā $ 228,689 ā $ 51,977 ā $ 1,823,152 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2020 ā ā Waste ā Field ā Energy ā ā ā ā ā ā $s in thousands Solutions Services Waste Corporate Total Revenue ā $ 109,392 ā $ 113,994 ā $ 17,334 ā $ ā ā $ 240,720 Depreciation, amortization and accretion ā $ 10,419 ā $ 12,015 ā $ 5,613 ā $ 638 ā $ 28,685 Capital expenditures ā $ 10,141 ā $ 5,289 ā $ 1,391 ā $ 2,310 ā $ 19,131 Total assets ā $ 746,862 ā $ 878,774 ā $ 250,409 ā $ 102,594 ā $ 1,978,639 |
Reconciliation of Net Loss to Adjusted EBITDA and adjusted EBITDA by operating segment | ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, $s in thousands 2021 2020 Net loss ā $ (796) ā $ (298,086) Income tax benefit ā ā (1,444) ā ā (263) Interest expense ā ā 7,357 ā ā 9,310 Interest income ā ā (273) ā ā (89) Foreign currency loss (gain) ā ā 371 ā ā (937) Other income ā ā (3,710) ā ā (171) Goodwill impairment charges ā ā ā ā ā 300,300 Depreciation and amortization of plant and equipment ā ā 18,234 ā ā 17,978 Amortization of intangible assets ā ā 9,135 ā ā 9,441 Share-based compensation ā ā 1,928 ā ā 1,564 Accretion and non-cash adjustment of closure & post-closure liabilities ā ā 1,182 ā ā 1,266 Business development and integration expenses ā ā 1,220 ā ā 2,907 Adjusted EBITDA ā $ 33,204 ā $ 43,220 ā Adjusted EBITDA, by operating segment, is as follows: ā ā ā ā ā ā ā ā ā Three Months Ended March 31, $s in thousands ā 2021 2020 Waste Solutions $ 40,136 ā $ 42,922 Field Services 17,137 ā 17,465 Energy Waste ā ā 1,258 ā ā 5,205 Corporate (25,327) ā (22,372) Total $ 33,204 ā $ 43,220 |
Schedule of long-lived assets by geographic location | ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands ā 2021 2020 United States ā $ 866,405 ā $ 882,639 Canada ā 68,799 ā 68,623 EMEA ā ā 17,307 ā ā 18,042 Other (1) ā ā 10,945 ā ā 11,321 Total long-lived assets ā $ 963,456 ā $ 980,625 (1) Includes Mexico, Asia Pacific, and Latin America and Caribbean geographical regions. |
REVENUES (Details)
REVENUES (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Disaggregation of revenue | ||
Number of reportable segments | segment | 3 | |
Revenue | $ 228,619 | $ 240,720 |
Treatment and disposal | ||
Disaggregation of revenue | ||
Revenue | 101,820 | 109,967 |
Transportation and Logistics | ||
Disaggregation of revenue | ||
Revenue | 23,812 | 28,068 |
Industrial Services | ||
Disaggregation of revenue | ||
Revenue | 26,665 | 30,464 |
Small Quantity Generation | ||
Disaggregation of revenue | ||
Revenue | 13,052 | 11,077 |
Total Waste Management | ||
Disaggregation of revenue | ||
Revenue | 9,882 | 8,469 |
Remediation | ||
Disaggregation of revenue | ||
Revenue | 9,827 | 10,441 |
Emergency Response | ||
Disaggregation of revenue | ||
Revenue | 31,623 | 25,026 |
Domestic Standby Services | ||
Disaggregation of revenue | ||
Revenue | 7,880 | 9,467 |
Other | ||
Disaggregation of revenue | ||
Revenue | 4,058 | 7,741 |
Operating Segment | Waste Solutions | ||
Disaggregation of revenue | ||
Revenue | 104,142 | 109,392 |
Operating Segment | Field Services | ||
Disaggregation of revenue | ||
Revenue | 118,249 | 113,994 |
Operating Segment | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 6,228 | 17,334 |
Operating Segment | Treatment and disposal | Waste Solutions | ||
Disaggregation of revenue | ||
Revenue | 88,060 | 90,717 |
Operating Segment | Treatment and disposal | Field Services | ||
Disaggregation of revenue | ||
Revenue | 9,977 | 9,918 |
Operating Segment | Treatment and disposal | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 3,783 | 9,332 |
Operating Segment | Transportation and Logistics | Waste Solutions | ||
Disaggregation of revenue | ||
Revenue | 16,082 | 18,675 |
Operating Segment | Transportation and Logistics | Field Services | ||
Disaggregation of revenue | ||
Revenue | 6,329 | 6,127 |
Operating Segment | Transportation and Logistics | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 1,401 | 3,266 |
Operating Segment | Industrial Services | Field Services | ||
Disaggregation of revenue | ||
Revenue | 26,256 | 28,498 |
Operating Segment | Industrial Services | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 409 | 1,966 |
Operating Segment | Small Quantity Generation | Field Services | ||
Disaggregation of revenue | ||
Revenue | 13,052 | 11,077 |
Operating Segment | Total Waste Management | Field Services | ||
Disaggregation of revenue | ||
Revenue | 9,882 | 8,469 |
Operating Segment | Remediation | Field Services | ||
Disaggregation of revenue | ||
Revenue | 9,827 | 10,441 |
Operating Segment | Emergency Response | Field Services | ||
Disaggregation of revenue | ||
Revenue | 31,623 | 25,026 |
Operating Segment | Domestic Standby Services | Field Services | ||
Disaggregation of revenue | ||
Revenue | 7,880 | 9,467 |
Operating Segment | Other | Field Services | ||
Disaggregation of revenue | ||
Revenue | 3,423 | 4,971 |
Operating Segment | Other | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | $ 635 | $ 2,770 |
REVENUES - Treatment and Dispos
REVENUES - Treatment and Disposal Revenue (Details) - Treatment and disposal - T | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Event Business | ||
Disaggregation of revenue | ||
Threshold Tons of Non-recurring projects | 1,000 | |
Revenue (in percent) | 24.00% | 25.00% |
Base Business | ||
Disaggregation of revenue | ||
Revenue (in percent) | 76.00% | 75.00% |
REVENUES - Geography (Details)
REVENUES - Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of revenue | ||
Revenue | $ 228,619 | $ 240,720 |
United States | ||
Disaggregation of revenue | ||
Revenue | 196,753 | 213,372 |
Canada | ||
Disaggregation of revenue | ||
Revenue | 20,247 | 19,996 |
EMEA | ||
Disaggregation of revenue | ||
Revenue | 10,018 | 5,239 |
Other | ||
Disaggregation of revenue | ||
Revenue | 1,601 | 2,113 |
Operating Segment | Waste Solutions | ||
Disaggregation of revenue | ||
Revenue | 104,142 | 109,392 |
Operating Segment | Waste Solutions | United States | ||
Disaggregation of revenue | ||
Revenue | 84,474 | 90,473 |
Operating Segment | Waste Solutions | Canada | ||
Disaggregation of revenue | ||
Revenue | 19,668 | 18,919 |
Operating Segment | Field Services | ||
Disaggregation of revenue | ||
Revenue | 118,249 | 113,994 |
Operating Segment | Field Services | United States | ||
Disaggregation of revenue | ||
Revenue | 106,051 | 105,565 |
Operating Segment | Field Services | Canada | ||
Disaggregation of revenue | ||
Revenue | 579 | 1,077 |
Operating Segment | Field Services | EMEA | ||
Disaggregation of revenue | ||
Revenue | 10,018 | 5,239 |
Operating Segment | Field Services | Other | ||
Disaggregation of revenue | ||
Revenue | 1,601 | 2,113 |
Operating Segment | Energy Waste | ||
Disaggregation of revenue | ||
Revenue | 6,228 | 17,334 |
Operating Segment | Energy Waste | United States | ||
Disaggregation of revenue | ||
Revenue | $ 6,228 | $ 17,334 |
REVENUES - Practical Expedients
REVENUES - Practical Expedients (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
REVENUES | ||
Contract with Customer, Liability, Revenue Recognized | $ 10.7 | $ 8.4 |
Revenue, Practical Expedient, Financing Component | true | |
Revenue, Practical Expedient, Initial Application and Transition, Nonrestatement of Modified Contract | true |
BUSINESS COMBINATIONS - 2020 (D
BUSINESS COMBINATIONS - 2020 (Details) - USD ($) | Jan. 28, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Acquisition | |||
Goodwill | $ 413,346,000 | $ 413,037,000 | |
Impact Environmental Services Inc | |||
Acquisition | |||
Total purchase price | $ 3,300,000 | ||
Goodwill | 300,000 | $ 300,000 | |
Identifiable intangible assets | $ 900,000 | ||
Weighted average amortization period | 12 years | ||
Amortization period of goodwill recognized and expected to be deductible for income tax purposes | 15 years |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated other comprehensive income (loss) | ||
Beginning balances | $ 601,931 | $ 1,011,380 |
Ending balances | 612,703 | 676,323 |
Foreign Currency Translation | ||
Accumulated other comprehensive income (loss) | ||
Beginning balances | (7,870) | (10,925) |
Other comprehensive income (loss) before reclassifications, net of tax | 1,439 | (8,259) |
Other comprehensive income (loss), net | 1,439 | (8,259) |
Ending balances | (6,431) | (19,184) |
Unrealized Gain (Loss) on Interest Rate Hedge | ||
Accumulated other comprehensive income (loss) | ||
Beginning balances | (6,788) | (929) |
Other comprehensive income (loss) before reclassifications, net of tax | 8,323 | (6,310) |
Amounts reclassified out of AOCI, net of tax | 894 | 212 |
Other comprehensive income (loss), net | 9,217 | (6,098) |
Ending balances | 2,429 | (7,027) |
Accumulated Other Comprehensive Loss | ||
Accumulated other comprehensive income (loss) | ||
Beginning balances | (14,658) | (11,854) |
Other comprehensive income (loss) before reclassifications, net of tax | 9,762 | (14,569) |
Amounts reclassified out of AOCI, net of tax | 894 | 212 |
Other comprehensive income (loss), net | 10,656 | (14,357) |
Ending balances | $ (4,002) | $ (26,211) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS -Reclassifications Line Items (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Reclassification adjustments | ||
Interest expense | $ 7,357 | $ 9,310 |
Unrealized Gain (Loss) on Interest Rate Hedge | Interest rate swap agreement | ||
Reclassification adjustments | ||
Amounts in AOCI expected to be recognized over the next 12 months before tax | 3,300 | |
Amounts in AOCI expected to be recognized over the next 12 months, net of taxes | 2,600 | |
Unrealized Gain (Loss) on Interest Rate Hedge | Interest rate swap agreement | Reclassification out of accumulated other comprehensive income | ||
Reclassification adjustments | ||
Interest expense | 1,100 | 268 |
Interest expense, net of tax | $ 894 | $ 212 |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
RECEIVABLES | ||
Trade | $ 189,092 | $ 186,502 |
Unbilled revenue | 52,075 | 52,858 |
Other | 5,353 | 5,554 |
Total receivables | 246,520 | 244,914 |
Allowance for credit losses | (3,666) | (2,936) |
Receivables, net | $ 242,854 | $ 241,978 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Assets measured at fair value on a recurring basis | |||||
Initial notional amount | $ 500,000 | ||||
Equity securities without readily determinable fair value | |||||
Investment in privately held company | $ 712 | ||||
Investment in privately held company | $ 7,900 | ||||
Variable rate | $ 444,700 | 444,700 | |||
Interest rate swap agreement | |||||
Assets measured at fair value on a recurring basis | |||||
Initial notional amount | $ 470,000 | ||||
Preferred Stock | |||||
Equity securities without readily determinable fair value | |||||
Fair value change | 3,500 | ||||
Gain on investment | 3,500 | ||||
Preferred Stock | Other Assets | |||||
Equity securities without readily determinable fair value | |||||
Investment in privately held company | 712 | $ 7,900 | |||
Level 3 | Contingent Consideration | Accrued Liabilities | |||||
Assets measured at fair value on a recurring basis | |||||
Liabilities fair value disclosure | 2,200 | 2,200 | |||
Recurring | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 7,465 | 7,465 | 5,660 | ||
Liabilities fair value disclosure | 2,208 | 2,208 | 11,917 | ||
Recurring | Interest rate swap agreement | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 1,619 | 1,619 | |||
Liabilities fair value disclosure | 9,744 | ||||
Recurring | Fixed-income securities | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 4,320 | 4,320 | 4,341 | ||
Recurring | Money market funds | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 1,526 | 1,526 | 1,319 | ||
Recurring | Contingent Consideration | |||||
Assets measured at fair value on a recurring basis | |||||
Liabilities fair value disclosure | 2,208 | 2,208 | 2,173 | ||
Recurring | Quoted Prices in Active Markets (Level 1) | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 4,931 | 4,931 | 4,233 | ||
Recurring | Quoted Prices in Active Markets (Level 1) | Fixed-income securities | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 3,405 | 3,405 | 2,914 | ||
Recurring | Quoted Prices in Active Markets (Level 1) | Money market funds | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 1,526 | 1,526 | 1,319 | ||
Recurring | Other Observable Inputs (Level 2) | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 2,534 | 2,534 | 1,427 | ||
Liabilities fair value disclosure | 9,744 | ||||
Recurring | Other Observable Inputs (Level 2) | Interest rate swap agreement | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 1,619 | 1,619 | |||
Liabilities fair value disclosure | 9,744 | ||||
Recurring | Other Observable Inputs (Level 2) | Fixed-income securities | |||||
Assets measured at fair value on a recurring basis | |||||
Assets fair value disclosure | 915 | 915 | 1,427 | ||
Recurring | Level 3 | |||||
Assets measured at fair value on a recurring basis | |||||
Liabilities fair value disclosure | 2,208 | 2,208 | 2,173 | ||
Recurring | Level 3 | Contingent Consideration | |||||
Assets measured at fair value on a recurring basis | |||||
Liabilities fair value disclosure | $ 2,208 | $ 2,208 | $ 2,173 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in Level 3 liabilities measured at fair value (Details) - Level 3 - Recurring $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration, beginning of period | $ 2,173 |
Foreign currency translation | 35 |
Contingent consideration, end of period | $ 2,208 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | |||
Total property and equipment | $ 783,009 | $ 773,635 | |
Accumulated depreciation and amortization | (334,761) | (316,998) | |
Property and equipment, net | 448,248 | 456,637 | |
Depreciation and amortization of plant and equipment | 18,234 | $ 17,978 | |
Cell development costs | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 193,496 | 186,170 | |
Land and improvements | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 72,605 | 65,953 | |
Buildings and improvements | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 130,693 | 128,206 | |
Railcars | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 17,299 | 17,299 | |
Vehicles, vessels and other equipment | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | 331,632 | 331,167 | |
Construction in progress | |||
PROPERTY AND EQUIPMENT | |||
Total property and equipment | $ 37,284 | $ 44,840 |
LEASES (Details)
LEASES (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Operating lease - existence of option to renew | true |
Finance lease - existence of option to renew | true |
Minimum | |
Leases | |
Operating lease - term | 1 year |
Finance lease - term | 1 year |
Maximum | |
Leases | |
Operating lease - term | 15 years |
Operating lease - renewal term | 40 years |
Finance lease - term | 15 years |
Finance lease - renewal term | 40 years |
LEASES - Leased assets and liab
LEASES - Leased assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease assets | $ 48,824 | $ 51,474 |
Finance right-of-use lease assets | 21,235 | 21,209 |
Total | 70,059 | 72,683 |
Finance leased assets - accumulated amortization | 9,300 | 8,000 |
Liabilities: | ||
Operating lease, current | 16,208 | 17,048 |
Finance lease, current | 4,935 | 4,462 |
Long-term operating lease liabilities | 33,362 | 35,069 |
Finance lease, long term | 15,836 | 17,501 |
Total | $ 70,341 | $ 74,080 |
LEASES - Lease cost (Details)
LEASES - Lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease cost | ||
Operating lease cost | $ 5,296 | $ 4,999 |
Amortization of leased assets | 1,334 | 1,294 |
Interest on lease liabilities | 278 | 318 |
Total | $ 6,908 | $ 6,611 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
LEASES | ||
Operating cash flows from operating leases | $ 5,151 | $ 4,851 |
Operating cash flows from finance leases | 278 | 318 |
Financing cash flows from finance leases | 1,192 | 1,128 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,074 | 2,391 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 4,192 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Changes in goodwill | |
Balance at the beginning of the period | $ 413,037 |
Foreign currency translation | 309 |
Balance at the end of the period | 413,346 |
Waste Solutions | |
Changes in goodwill | |
Balance at the beginning of the period | 166,863 |
Foreign currency translation | 215 |
Balance at the end of the period | 167,078 |
Accumulated Impairment | |
Accumulated impairment at the beginning | (6,870) |
Accumulated impairment at the ending | (6,870) |
Field Services | |
Changes in goodwill | |
Balance at the beginning of the period | 237,341 |
Foreign currency translation | 94 |
Balance at the end of the period | 237,435 |
Accumulated Impairment | |
Accumulated impairment at the beginning | (19,900) |
Accumulated impairment at the ending | (19,900) |
Energy Waste | |
Changes in goodwill | |
Balance at the beginning of the period | 399,503 |
Balance at the end of the period | 399,503 |
Accumulated Impairment | |
Accumulated impairment at the beginning | (363,900) |
Accumulated impairment at the ending | $ (363,900) |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 28, 2020 | |
Intangible Assets | ||||
Amortizing intangible assets, Cost | $ 545,973,000 | $ 545,499,000 | ||
Accumulated amortization | (113,639,000) | (104,376,000) | ||
Amortizing intangible assets, Net | 432,334,000 | 441,123,000 | ||
Total intangible assets, cost | 628,847,000 | 628,364,000 | ||
Total intangible assets, net | 515,208,000 | 523,988,000 | ||
Goodwill | 413,346,000 | 413,037,000 | ||
Amortization of intangible assets | 9,135,000 | $ 9,441,000 | ||
Permits and licenses | ||||
Intangible Assets | ||||
Non-amortizing intangible assets | 82,739,000 | 82,732,000 | ||
Tradename | ||||
Intangible Assets | ||||
Non-amortizing intangible assets | 135,000 | 133,000 | ||
Permits, licenses and lease | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 175,148,000 | 174,885,000 | ||
Accumulated amortization | (24,127,000) | (23,005,000) | ||
Amortizing intangible assets, Net | 151,021,000 | 151,880,000 | ||
Customer relationships | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 340,147,000 | 340,032,000 | ||
Accumulated amortization | (68,348,000) | (61,778,000) | ||
Amortizing intangible assets, Net | 271,799,000 | 278,254,000 | ||
Technology - formulae and processes | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 7,227,000 | 7,142,000 | ||
Accumulated amortization | (2,378,000) | (2,293,000) | ||
Amortizing intangible assets, Net | 4,849,000 | 4,849,000 | ||
Customer backlog | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 3,652,000 | 3,652,000 | ||
Accumulated amortization | (2,478,000) | (2,387,000) | ||
Amortizing intangible assets, Net | 1,174,000 | 1,265,000 | ||
Tradename | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 10,390,000 | 10,390,000 | ||
Accumulated amortization | (8,728,000) | (8,015,000) | ||
Amortizing intangible assets, Net | 1,662,000 | 2,375,000 | ||
Developed software | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 2,905,000 | 2,902,000 | ||
Accumulated amortization | (2,259,000) | (2,182,000) | ||
Amortizing intangible assets, Net | 646,000 | 720,000 | ||
Non-compete agreements | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 5,578,000 | 5,571,000 | ||
Accumulated amortization | (4,910,000) | (4,318,000) | ||
Amortizing intangible assets, Net | 668,000 | 1,253,000 | ||
Internet domain and website | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 536,000 | 536,000 | ||
Accumulated amortization | (191,000) | (184,000) | ||
Amortizing intangible assets, Net | 345,000 | 352,000 | ||
Database | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 390,000 | 389,000 | ||
Accumulated amortization | (220,000) | (214,000) | ||
Amortizing intangible assets, Net | 170,000 | $ 175,000 | ||
Impact Environmental Services Inc | ||||
Intangible Assets | ||||
Amortizing intangible assets, Cost | 900,000 | |||
Goodwill | $ 300,000 | $ 300,000 |
DEBT - Schedule (Details)
DEBT - Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Long-term debt | ||
Loan amount | $ 791,652 | |
Unamortized term loan discount and debt issuance costs | (6,373) | $ (6,657) |
Total debt | 785,279 | 785,843 |
Current portion of long-term debt | (3,635) | (3,359) |
Long-term debt | 781,644 | 782,484 |
Credit agreement | ||
Long-term debt | ||
Loan amount | 347,277 | 347,000 |
Term Loan | ||
Long-term debt | ||
Loan amount | $ 444,375 | $ 445,500 |
DEBT - Future Maturities (Detai
DEBT - Future Maturities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Future maturities of long-term debt, excluding unamortized net discount | |
2021 (excluding the three months ended March 31, 2021) | $ 3,652 |
2022 | 4,500 |
2023 | 4,500 |
2024 | 351,500 |
2025 | 4,500 |
Thereafter | 423,000 |
Total | $ 791,652 |
DEBT - Paragraph (Details)
DEBT - Paragraph (Details) $ in Thousands | Jun. 26, 2020 | Nov. 01, 2019USD ($) | Aug. 06, 2019 | Apr. 18, 2017USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
DEBT | |||||||
Loan amount | $ 791,652 | ||||||
Notional amount | $ 500,000 | ||||||
Interest rate swap agreement | |||||||
DEBT | |||||||
Notional amount | $ 470,000 | ||||||
Percentage of outstanding debt | 59.00% | ||||||
Net loss related to terminated swap | $ 1,800 | ||||||
Sweep Arrangements | |||||||
DEBT | |||||||
Advances outstanding | 277,000,000 | ||||||
Credit agreement | |||||||
DEBT | |||||||
Maximum borrowing capacity | $ 500,000 | ||||||
Contractual term | 5 years | ||||||
Accordion feature | $ 250,000 | $ 200,000 | |||||
Amount outstanding | $ 347,000 | ||||||
Effective interest rate (as a percent) | 4.06% | ||||||
Loan amount | $ 347,277 | $ 347,000 | |||||
Availability for borrowings under line of credit | $ 142,900 | ||||||
Voting equity interest in foreign subsidiaries pledged as security (as a percent) | 65.00% | ||||||
Non-voting equity interest in foreign subsidiaries pledged as security (as a percent) | 100.00% | ||||||
Equity interest in domestic subsidiaries pledged as security (as a percent) | 100.00% | ||||||
Percentage of EBITDA plus certain additional amounts used to determine additional borrowing capacity | 100.00% | ||||||
Total leverage ratio | 4 | 4 | |||||
Credit agreement | Minimum | |||||||
DEBT | |||||||
Commitment fee (as a percent) | 0.175% | 0.175% | |||||
Credit agreement | Maximum | |||||||
DEBT | |||||||
Commitment fee (as a percent) | 0.40% | 0.35% | |||||
Credit Agreement, Letter Of Credit | |||||||
DEBT | |||||||
Maximum borrowing capacity | $ 75,000 | ||||||
Line of credit issued in the form of a standby letters of credit | $ 9,800 | ||||||
Credit Agreement, Swingline Loans | |||||||
DEBT | |||||||
Maximum borrowing capacity | $ 40,000 | $ 40,000 | |||||
Credit Agreement, Swingline Loans | Sweep Arrangements | |||||||
DEBT | |||||||
Maximum borrowing capacity | 40,000 | ||||||
Incremental Term Loans | |||||||
DEBT | |||||||
Maximum borrowing capacity | $ 450,000 | ||||||
Contractual term | 7 years | ||||||
Loan amount | $ 400,000 | ||||||
Increase in capacity | $ 50,000 | ||||||
Required annual principal repayment (as a percent) | 1.00% | ||||||
Effective interest rate (as a percent) | 2.89% | ||||||
Incremental Term Loans | LIBOR | |||||||
DEBT | |||||||
Percentage points added to the reference rate | 2.25% | ||||||
Incremental Term Loans | Base rate | |||||||
DEBT | |||||||
Percentage points added to the reference rate | 1.25% |
DEBT - Loan Interest Margin (De
DEBT - Loan Interest Margin (Details) | Jun. 26, 2020 | Nov. 01, 2019 | Apr. 18, 2017 |
Credit agreement | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 3 | ||
Credit agreement | Equal to or greater than 4.50 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 4.50 | ||
Credit agreement | Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 4 | ||
Maximum consolidated senior secured leverage ratio | 4.50 | ||
Credit agreement | Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 3.25 | 3.25 | |
Maximum consolidated senior secured leverage ratio | 4 | ||
Credit agreement | Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 2.50 | 2.50 | |
Maximum consolidated senior secured leverage ratio | 3.25 | 3.25 | |
Credit agreement | Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 1.75 | 1.75 | |
Maximum consolidated senior secured leverage ratio | 2.50 | 2.50 | |
Credit agreement | Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 1 | 1 | |
Maximum consolidated senior secured leverage ratio | 1.75 | 1.75 | |
Credit agreement | Less than 1.00 to 1.00 | |||
DEBT | |||
Maximum consolidated senior secured leverage ratio | 1 | 1 | |
Credit agreement | LIBOR | Equal to or greater than 4.50 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 2.50% | ||
Credit agreement | LIBOR | Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 2.25% | ||
Credit agreement | LIBOR | Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 2.00% | 2.00% | |
Credit agreement | LIBOR | Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 1.75% | 1.75% | |
Credit agreement | LIBOR | Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 1.50% | 1.50% | |
Credit agreement | LIBOR | Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 1.25% | 1.25% | |
Credit agreement | LIBOR | Less than 1.00 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 1.00% | 1.00% | |
Credit agreement | Base rate | Equal to or greater than 4.50 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 1.50% | ||
Credit agreement | Base rate | Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 1.25% | ||
Credit agreement | Base rate | Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 1.00% | 1.00% | |
Credit agreement | Base rate | Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 0.75% | 0.75% | |
Credit agreement | Base rate | Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 0.50% | 0.50% | |
Credit agreement | Base rate | Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 0.25% | 0.25% | |
Credit agreement | Base rate | Less than 1.00 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 0.00% | 0.00% | |
Incremental Term Loans | LIBOR | |||
DEBT | |||
Percentage points added to the reference rate | 2.25% | ||
Incremental Term Loans | LIBOR | Step Up Rate Based On Credit Ratings | |||
DEBT | |||
Percentage points added to the reference rate | 2.50% | ||
Incremental Term Loans | Base rate | |||
DEBT | |||
Percentage points added to the reference rate | 1.25% | ||
Incremental Term Loans | Base rate | Step Up Rate Based On Credit Ratings | |||
DEBT | |||
Percentage points added to the reference rate | 1.50% |
DEBT - Leverage Ratio (Details)
DEBT - Leverage Ratio (Details) - Credit agreement | Jun. 26, 2020 | Aug. 06, 2019 | Apr. 18, 2017 |
DEBT | |||
Total leverage ratio | 4 | 4 | |
Fiscal Quarters ending June 30, 2017 through September 30, 2019 | |||
DEBT | |||
Total leverage ratio | 3.50 | ||
Fiscal Quarters ending December 31, 2019 and thereafter | |||
DEBT | |||
Total leverage ratio | 4 |
CLOSURE AND POST-CLOSURE OBLI_3
CLOSURE AND POST-CLOSURE OBLIGATIONS - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Changes to reported closure and post-closure obligations | |||
Closure and post-closure obligations, beginning of period | $ 95,869 | ||
Accretion expense | 1,182 | $ 1,266 | |
Payments | (338) | ||
Foreign currency translation | 21 | ||
Closure and post-closure obligations, end of period | 96,734 | ||
Less current portion | (7,119) | $ (6,471) | |
Long-term portion | $ 89,615 | $ 89,398 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
INCOME TAXES | |||
Income tax benefit | $ 1,444,000 | $ 263,000 | |
Effective tax rate (as a percent) | 64.50% | 0.10% | |
Possible reduction in the provision for income taxes if the unrecognized tax benefits were recognized | $ 252,000 | ||
Penalties accrued on unrecognized tax benefits | 0 | ||
Other long-term liabilities | |||
INCOME TAXES | |||
Unrecognized Tax Benefits | $ 252,000 | $ 239,000 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
LOSS PER SHARE | ||
Net loss | $ (796) | $ (298,086) |
Basic | ||
Weighted average basic shares outstanding | 31,104 | 31,305 |
Loss (earnings) per share-Basic (in dollars per share) | $ (0.03) | $ (9.52) |
Diluted | ||
Net income, diluted | $ (796) | $ (298,086) |
Weighted average diluted shares outstanding | 31,104 | 31,305 |
Loss per share (in dollars per share) | $ (0.03) | $ (9.52) |
Anti-dilutive shares excluded from calculation | 4,369 | 4,131 |
EQUITY - Omnibus Incentive Plan
EQUITY - Omnibus Incentive Plan (Details) - Omnibus Plan - shares | Mar. 31, 2021 | May 27, 2015 |
Stock-Based Compensation Plans | ||
Number of shares authorized for grant | 1,500,000 | |
Number of shares available for future grant | 260,273 | |
Number of shares outstanding | 0 |
EQUITY - PSUs, Restricted Stock
EQUITY - PSUs, Restricted Stock and RSU (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Grant Date Fair Value | ||
Common stock, shares issued | 31,512,000 | 31,512,000 |
PSUs | ||
Shares | ||
Outstanding at the beginning of the year (in shares) | 86,070 | |
Vested (in shares) | (14,100) | |
Outstanding at the end of the year (in shares) | 71,970 | |
Weighted Average Grant Date Fair Value | ||
Outstanding at the beginning of the period (in dollars per share) | $ 49.45 | |
Vested (in dollars per share) | 63.56 | |
Outstanding at the end of the period (in dollars per share) | $ 46.69 | |
Common stock, shares issued | 0 | |
Restricted stock | ||
Shares | ||
Outstanding at the beginning of the year (in shares) | 72,766 | |
Granted (in shares) | 58,700 | |
Vested (in shares) | (24,402) | |
Outstanding at the end of the year (in shares) | 107,064 | |
Weighted Average Grant Date Fair Value | ||
Outstanding at the beginning of the period (in dollars per share) | $ 51.47 | |
Granted (in dollars per share) | 35.33 | |
Vested (in dollars per share) | 56.99 | |
Outstanding at the end of the period (in dollars per share) | $ 41.37 | |
RSUs | ||
Shares | ||
Outstanding at the beginning of the year (in shares) | 147,243 | |
Granted (in shares) | 62,759 | |
Vested (in shares) | (52,468) | |
Cancelled, expired or forfeited (in shares) | (1,531) | |
Outstanding at the end of the year (in shares) | 156,003 | |
Weighted Average Grant Date Fair Value | ||
Outstanding at the beginning of the period (in dollars per share) | $ 39.92 | |
Granted (in dollars per share) | 39.33 | |
Vested (in dollars per share) | 39.99 | |
Cancelled, expired or forfeited (in dollars per share) | 46.38 | |
Outstanding at the end of the period (in dollars per share) | $ 39.60 |
EQUITY - Stock Options (Details
EQUITY - Stock Options (Details) - Stock options | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Shares | |
Outstanding at the beginning of the period (in shares) | shares | 357,033 |
Granted (in shares) | shares | 205,800 |
Outstanding at the end of the period (in shares) | shares | 562,833 |
Exercisable at the end of the period (in shares) | shares | 299,568 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 49.93 |
Granted (in dollars per share) | $ / shares | 35.30 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 44.58 |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 48.29 |
EQUITY - Treasury Stock (Detail
EQUITY - Treasury Stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Dividends | ||
Dividends paid per share (in dollars per share) | $ 0 | $ 0.18 |
Share repurchase program related to net share settlement | ||
Treasury Stock | ||
Repurchase of common stock (in shares) | 12,788 | |
Average cost of repurchase (in dollars per share) | $ 36.33 |
EQUITY - Warrants (Details)
EQUITY - Warrants (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Warrants | |
Number of warrants (in shares) | shares | 3,772,753 |
Number of shares each warrant is entitled to purchase | shares | 1 |
Exercise price | $ 58.67 |
Redemption price of warrants | $ 0.01 |
Minimum number of day for written prior notice for redemption | 30 days |
Share price of common stock required for redemption | $ 91.84 |
Number of trading days share price equals or exceeds required price within 30 consecutive trading days for redemption | 20 days |
Number of consecutive trading days | 30 days |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Litigation and Regulatory Proceedings (Details) $ in Thousands | Jan. 10, 2020USD ($) | Nov. 17, 2018employee |
Explosion at the Grand View, Idaho Facility | ||
Litigation and Regulatory Proceedings | ||
Number of fatalities | employee | 1 | |
Occupational Safety and Health Review Commission | ||
Litigation and Regulatory Proceedings | ||
Settlement | $ | $ 50 |
OPERATING SEGMENTS - Summarized
OPERATING SEGMENTS - Summarized Financial Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
OPERATING SEGMENTS | |||
Number of reportable segments | segment | 3 | ||
Revenue | $ 228,619 | $ 240,720 | |
Depreciation, amortization and accretion | 28,551 | 28,685 | |
Capital expenditures | 9,614 | 19,131 | |
Total assets | 1,823,152 | 1,978,639 | $ 1,831,283 |
Corporate | |||
OPERATING SEGMENTS | |||
Depreciation, amortization and accretion | 784 | 638 | |
Capital expenditures | 255 | 2,310 | |
Total assets | 51,977 | 102,594 | |
Waste Solutions | Operating Segment | |||
OPERATING SEGMENTS | |||
Revenue | 104,142 | 109,392 | |
Depreciation, amortization and accretion | 11,431 | 10,419 | |
Capital expenditures | 8,145 | 10,141 | |
Total assets | 789,277 | 746,862 | |
Field Services | Operating Segment | |||
OPERATING SEGMENTS | |||
Revenue | 118,249 | 113,994 | |
Depreciation, amortization and accretion | 11,371 | 12,015 | |
Capital expenditures | 931 | 5,289 | |
Total assets | 753,209 | 878,774 | |
Energy Waste | Operating Segment | |||
OPERATING SEGMENTS | |||
Revenue | 6,228 | 17,334 | |
Depreciation, amortization and accretion | 4,965 | 5,613 | |
Capital expenditures | 283 | 1,391 | |
Total assets | $ 228,689 | $ 250,409 |
OPERATING SEGMENTS - Reconcilia
OPERATING SEGMENTS - Reconciliation of EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Reconciliation of Net Income to Adjusted EBITDA | ||
Net loss | $ (796) | $ (298,086) |
Income tax benefit | (1,444) | (263) |
Interest expense | 7,357 | 9,310 |
Interest income | (273) | (89) |
Foreign currency loss (gain) | 371 | (937) |
Other income | (3,710) | (171) |
Goodwill impairment charges | 300,300 | |
Depreciation and amortization of plant and equipment | 18,234 | 17,978 |
Amortization of intangibles assets | 9,135 | 9,441 |
Share-based compensation | 1,928 | 1,564 |
Accretion and non-cash adjustment of closure & post-closure liabilities | 1,182 | 1,266 |
Business development and integration expenses | 1,220 | 2,907 |
Adjusted EBITDA | 33,204 | 43,220 |
Operating Segment | Waste Solutions | ||
Reconciliation of Net Income to Adjusted EBITDA | ||
Adjusted EBITDA | 40,136 | 42,922 |
Operating Segment | Field Services | ||
Reconciliation of Net Income to Adjusted EBITDA | ||
Adjusted EBITDA | 17,137 | 17,465 |
Operating Segment | Energy Waste | ||
Reconciliation of Net Income to Adjusted EBITDA | ||
Adjusted EBITDA | 1,258 | 5,205 |
Corporate | ||
Reconciliation of Net Income to Adjusted EBITDA | ||
Adjusted EBITDA | $ (25,327) | $ (22,372) |
OPERATING SEGMENTS - Revenue an
OPERATING SEGMENTS - Revenue and Long-lived Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | $ 963,456 | $ 980,625 |
United States | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | 866,405 | 882,639 |
Canada | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | 68,799 | 68,623 |
EMEA | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | 17,307 | 18,042 |
Other | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | $ 10,945 | $ 11,321 |