Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 30, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2019 | |
Entity File Number | 000-11688 | |
Entity Registrant Name | US ECOLOGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-3889638 | |
Entity Address, Address Line One | 101 S. Capitol Blvd., Suite 1000 | |
Entity Address, City or Town | Boise | |
Entity Address, State or Province | ID | |
Entity Address, Postal Zip Code | 83702 | |
City Area Code | 208 | |
Local Phone Number | 331-8400 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | ECOL | |
Security Exchange Name | NASDAQ | |
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 | 22,089,345 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000742126 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 17,690 | $ 31,969 |
Receivables, net | 150,037 | 144,690 |
Prepaid expenses and other current assets | 11,938 | 10,938 |
Income taxes receivable | 6,661 | 7,071 |
Total current assets | 186,326 | 194,668 |
Property and equipment, net | 265,620 | 258,443 |
Operating lease assets | 17,575 | |
Restricted cash and investments | 5,021 | 4,941 |
Intangible assets, net | 274,866 | 279,666 |
Goodwill | 210,466 | 207,177 |
Other assets | 1,542 | 3,003 |
Total assets | 961,416 | 947,898 |
Current Liabilities: | ||
Accounts payable | 21,733 | 17,754 |
Deferred revenue | 12,985 | 10,451 |
Accrued liabilities | 32,895 | 35,524 |
Accrued salaries and benefits | 14,790 | 16,732 |
Income taxes payable | 505 | |
Current portion of closure and post-closure obligations | 2,231 | 2,266 |
Current portion of operating lease liabilities | 4,932 | |
Total current liabilities | 89,566 | 83,232 |
Long-term debt | 334,000 | 364,000 |
Long-term closure and post-closure obligations | 77,688 | 76,097 |
Long-term operating lease liabilities | 12,553 | |
Other long-term liabilities | 4,132 | 2,146 |
Deferred income taxes, net | 66,718 | 63,206 |
Total liabilities | 584,657 | 588,681 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock $0.01 par value, 50,000 authorized; 22,089 and 22,040 shares issued and outstanding, respectively | 221 | 220 |
Additional paid-in capital | 184,747 | 183,834 |
Retained earnings | 204,916 | 189,324 |
Treasury stock, at cost, 14 and 8 shares, respectively | (835) | (370) |
Accumulated other comprehensive loss | (12,290) | (13,791) |
Total stockholders' equity | 376,759 | 359,217 |
Total liabilities and stockholders' equity | $ 961,416 | $ 947,898 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
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 | 22,089 | 22,040 |
Common stock, shares outstanding | 22,089 | 22,040 |
Treasury stock, shares | 14 | 8 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 155,802 | $ 136,912 | $ 286,839 | $ 256,971 |
Direct operating costs | 106,219 | 95,464 | 202,015 | 179,852 |
Gross profit | 49,583 | 41,448 | 84,824 | 77,119 |
Selling, general and administrative expenses | 24,049 | 21,156 | 44,354 | 43,388 |
Operating income | 25,534 | 20,292 | 40,470 | 33,731 |
Other income (expense): | ||||
Interest income | 202 | 39 | 409 | 63 |
Interest expense | (3,588) | (2,907) | (7,618) | (5,716) |
Foreign currency loss | (384) | (139) | (523) | (153) |
Other | 122 | 193 | 232 | 2,316 |
Total other expense | (3,648) | (2,814) | (7,500) | (3,490) |
Income before income taxes | 21,886 | 17,478 | 32,970 | 30,241 |
Income tax expense | 6,395 | 4,258 | 9,436 | 7,778 |
Net income | $ 15,491 | $ 13,220 | $ 23,534 | $ 22,463 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.70 | $ 0.60 | $ 1.07 | $ 1.03 |
Diluted (in dollars per share) | $ 0.70 | $ 0.60 | $ 1.06 | $ 1.02 |
Shares used in earnings per share calculation: | ||||
Basic (in shares) | 22,006 | 21,867 | 21,997 | 21,835 |
Diluted (in shares) | 22,208 | 22,024 | 22,203 | 21,991 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 15,491 | $ 13,220 | $ 23,534 | $ 22,463 |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | 1,680 | (1,597) | 3,369 | (3,468) |
Net changes in interest rate hedge, net of taxes of $(313), $167, $(497) and $592, respectively | (1,177) | 628 | (1,868) | 2,223 |
Comprehensive income, net of tax | $ 15,994 | $ 12,251 | $ 25,035 | $ 21,218 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Other comprehensive income (loss): | ||||
Net changes in interest rate hedge, tax | $ (313) | $ 167 | $ (497) | $ 592 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 23,534 | $ 22,463 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 17,254 | 13,649 |
Amortization of intangible assets | 5,674 | 4,598 |
Accretion of closure and post-closure obligations | 2,258 | 2,155 |
Property and equipment impairment charges | 25 | |
Unrealized foreign currency loss (gain) | (502) | 1,222 |
Deferred income taxes | 3,690 | 27 |
Share-based compensation expense | 2,467 | 2,079 |
Unrecognized tax benefits | 131 | |
Net loss (gain) on disposition of assets | (142) | 11 |
Gain on insurance proceeds from damaged property and equipment | (9,153) | |
Amortization of debt issuance costs | 409 | 405 |
Changes in assets and liabilities: | ||
Receivables | (5,346) | (2,087) |
Income taxes receivable | 452 | (2,851) |
Other assets | (1,384) | 88 |
Accounts payable and accrued liabilities | 404 | 10,286 |
Deferred revenue | 2,418 | 1,770 |
Accrued salaries and benefits | (2,025) | (2,317) |
Income taxes payable | (515) | (2,905) |
Closure and post-closure obligations | (775) | (583) |
Net cash provided by operating activities | 38,874 | 48,010 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (24,657) | (14,960) |
Insurance proceeds from damaged property and equipment | 9,500 | |
Proceeds from sale of property and equipment | 512 | 141 |
Purchases of restricted investments | (400) | (498) |
Proceeds from sale of restricted investments | 354 | 431 |
Net cash used in investing activities | (14,691) | (14,886) |
Cash flows from financing activities: | ||
Payments on long-term debt | (30,000) | |
Payments on short-term borrowings | (14,384) | |
Proceeds from short-term borrowings | 14,384 | |
Dividends paid | (7,942) | (7,884) |
Payment of equipment financing obligations | (408) | (217) |
Proceeds from exercise of stock options | 1,471 | |
Other | (914) | (312) |
Net cash used in financing activities | (39,264) | (6,942) |
Effect of foreign exchange rate changes on cash | 836 | (902) |
Increase (decrease) in Cash and cash equivalents and restricted cash | (14,245) | 25,280 |
Cash and cash equivalents and restricted cash at beginning of period | 32,753 | 28,799 |
Cash and cash equivalents and restricted cash at end of period | 18,508 | 54,079 |
Supplemental Disclosures: | ||
Income taxes paid, net of receipts | 5,694 | 13,625 |
Interest paid | 6,850 | 5,288 |
Non-cash investing and financing activities: | ||
Capital expenditures in accounts payable | 834 | 493 |
Restricted stock issued from treasury shares | $ 451 | $ 11 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Restricted cash and investments) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Reconciliation of Cash and cash equivalents and restricted cash | ||||
Cash and cash equivalents | $ 17,690 | $ 31,969 | $ 53,303 | $ 27,042 |
Restricted cash | 818 | 784 | 776 | 1,757 |
Cash and cash equivalents and restricted cash | $ 18,508 | $ 32,753 | $ 54,079 | $ 28,799 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning balances at Dec. 31, 2017 | $ 218 | $ 177,498 | $ 155,533 | $ (68) | $ (9,104) | $ 324,077 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 22,463 | 22,463 | ||||
Other comprehensive income (loss) | (1,245) | |||||
Share-based compensation | 2,079 | |||||
Stock option exercised and issuance of common stock and restricted common stock | 2 | 1,121 | ||||
Dividend paid | (7,884) | |||||
Repurchase of common stock | (313) | |||||
Issuance of restricted common stock from treasury shares | (11) | 11 | ||||
Ending balances at Jun. 30, 2018 | 220 | 180,687 | 170,112 | (370) | (10,349) | 340,300 |
Beginning balances at Mar. 31, 2018 | 219 | 178,840 | 160,838 | (370) | (9,380) | 330,147 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 13,220 | 13,220 | ||||
Other comprehensive income (loss) | (969) | |||||
Share-based compensation | 1,011 | |||||
Stock option exercised and issuance of common stock and restricted common stock | 1 | 836 | ||||
Dividend paid | (3,946) | |||||
Ending balances at Jun. 30, 2018 | 220 | 180,687 | 170,112 | (370) | (10,349) | 340,300 |
Beginning balances at Dec. 31, 2018 | 220 | 183,834 | 189,324 | (370) | (13,791) | $ 359,217 |
Balance (in shares) at Dec. 31, 2018 | 22,040,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 23,534 | $ 23,534 | ||||
Other comprehensive income (loss) | 1,501 | |||||
Share-based compensation | 2,467 | |||||
Stock option exercised and issuance of common stock and restricted common stock | 1 | (1,103) | ||||
Dividend paid | (7,942) | |||||
Repurchase of common stock | (916) | |||||
Issuance of restricted common stock from treasury shares | (451) | 451 | ||||
Issuance of restricted stock from treasury stock (in shares) | 7,800 | |||||
Ending balances at Jun. 30, 2019 | 221 | 184,747 | 204,916 | (835) | (12,290) | $ 376,759 |
Balance (in shares) at Jun. 30, 2019 | 22,089,000 | |||||
Beginning balances at Mar. 31, 2019 | 221 | 183,953 | 193,397 | (1,286) | (12,793) | $ 363,492 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 15,491 | 15,491 | ||||
Other comprehensive income (loss) | 503 | |||||
Share-based compensation | 1,245 | |||||
Dividend paid | (3,972) | |||||
Issuance of restricted common stock from treasury shares | (451) | 451 | ||||
Ending balances at Jun. 30, 2019 | $ 221 | $ 184,747 | $ 204,916 | $ (835) | $ (12,290) | $ 376,759 |
Balance (in shares) at Jun. 30, 2019 | 22,089,000 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2019 | |
GENERAL | |
GENERAL | NOTE 1. GENERAL Basis of Presentation The accompanying unaudited consolidated financial statements include the results of operations, financial position and cash flows of US Ecology, Inc. and its wholly-owned subsidiaries. All inter-company balances have been eliminated. Throughout these financial statements words such as “we,” “us,” “our,” “US Ecology” and “the Company” refer to US Ecology, Inc. and its subsidiaries. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly, in all material respects, the results of the Company for the periods presented. These consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted pursuant to the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2019. The Company’s consolidated balance sheet as of December 31, 2018 has been derived from the Company’s audited consolidated balance sheet as of that date. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements. As it relates to estimates and assumptions in amortization rates and environmental obligations, significant engineering, operations and accounting judgments are required. We review these estimates and assumptions no less than annually. In many circumstances, the ultimate outcome of these estimates and assumptions will not be known for decades into the future. Actual results could differ materially from these estimates and assumptions due to changes in applicable regulations, changes in future operational plans and inherent imprecision associated with estimating environmental impacts far into the future. Recently Issued Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” adopting amendments to certain disclosure rules that were redundant, duplicative, overlapping, outdated, or superseded, in light of other SEC disclosure requirements, GAAP or changes in the information environment. In addition, the amendments expanded the disclosure requirements relating to the analysis of equity for interim financial statements. Under the amendments, an analysis of the changes in each caption of shareholders’ equity and noncontrolling interests presented in the balance sheet must be provided in a note or separate statement. The analysis must present a reconciliation of the beginning balance to the ending balance of each period for which a statement of earnings is required to be filed. The final rule was effective on November 5, 2018. The Company adopted the final rule effective for the first quarter of 2019. The adoption of the final rule did not have an impact on the Company’s consolidated financial position or results of operations. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815). through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company adopted ASU 2017-12 on January 1, 2019 and the standard did not have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Adoption of ASU 2016-02 resulted in the recognition of right-of-use assets and lease liabilities for operating leases of $18.1 million on its consolidated balance sheet as of March 31, 2019, with no material impact on its consolidated statement of stockholders’ equity or consolidated statements of operations. See Note 9 for additional information and disclosure on our leases. NRCG Merger On June 23, 2019, US Ecology, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NRC Group Holdings Corp., a Delaware corporation (“NRCG”), US Ecology Parent, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Holdco”), Rooster Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (“Rooster Merger Sub”), and ECOL Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (“ECOL Merger Sub”). The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, ECOL Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of Holdco (the “Parent Merger”). Substantially concurrently therewith, NRCG Merger Sub will merge with and into NRCG, with NRCG continuing as the surviving company and as a wholly-owned subsidiary of Holdco (the “Rooster Merger,” and, together with the Parent Merger, the “Mergers”). The parties to the Merger Agreement intend that (1) each of the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the “Code”), (2) the Mergers together will be treated as an “exchange” described in Section 351 of the Code, and (3) the Merger Agreement will constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code. In the Parent Merger, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the applicable Effective Time (other than cancelled shares) will be converted into the right to receive one share of common stock, par value $0.01 per share, of Holdco (“Holdco Common Stock”). Outstanding equity awards of the Company will be rolled into equity awards at Holdco on a one-for-one basis. Each share of Company Common Stock that is held by the Company as treasury stock or that is owned by the Company, ECOL Merger Sub, or any other subsidiary of the Company, immediately prior to the effective time of the Mergers (the “Effective Time”) will cease to be outstanding and will be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. In the Rooster Merger, each share of common stock, par value $0.0001 per share, of NRCG (“NRCG Common Stock”) issued and outstanding immediately prior to the applicable Effective Time (other than cancelled shares) will be converted into the right to receive, and become exchangeable for: (1) 0.196 shares (the “NRCG Exchange Ratio”) of Holdco Common Stock; (2) cash in lieu of fractional shares of Holdco Common Stock payable pursuant to the Merger Agreement; and (3) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of NRCG Common Stock in accordance with the Merger Agreement. Outstanding shares of NRCG equity awards will be converted into equity awards of Holdco pursuant to the mechanics set forth in the Merger Agreement. In the Rooster Merger, each share of NRCG Common Stock that is held by NRCG as treasury stock or that is owned by NRCG, Rooster Merger Sub or any other subsidiary of the Company or NRCG immediately prior to the applicable Effective Time will cease to be outstanding and will be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. In addition, in the Rooster Merger, each share of 7.00% Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share, of NRCG (the “NRCG Series A Preferred Stock”) will be converted into, and become exchangeable for the right to receive that number of shares of Holdco Common Stock equal to (1) that number of shares of NRCG Common Stock that such share of NRCG Series A Preferred Stock could be converted into at the applicable Effective Time (including Fundamental Change Additional Shares and Accumulated Dividends (each, as defined in the Certificate of Designations, Preferences, Rights and Limitations of NRCG Series A Preferred Stock, dated as of October 17, 2018 and corrected on October 23, 2018 (the “NRCG Certificate of Designations”) establishing the rights of the NRCG Series A Preferred Stock)) multiplied by (b) the NRCG Exchange Ratio; (2) any cash in lieu of fractional shares of Holdco Common Stock payable pursuant to the Merger Agreement; and (3) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of NRCG Common Stock in accordance with the Merger Agreement. At the closing of the Rooster Merger, in respect of each outstanding warrant to purchase NRCG Common Stock (each, a “NRCG Warrant”) issued pursuant to that certain Warrant Agreement, dated as of June 22, 2017, between Continental Stock Transfer & Trust Company and NRCG, Holdco will issue a replacement warrant (each, a “Replacement Warrant”) to each holder providing that such Replacement Warrant will be exercisable for a number of shares of Holdco Common Stock equal to the product of (1) the number of shares of NRCG Common Stock that would have been issuable upon the exercise of the NRCG Warrant immediately prior to the effective time of the Rooster Merger and (2) the NRCG Exchange Ratio, at an exercise price equal to the quotient obtained by dividing (a) the pre-merger exercise price ($11.50 per share) by (b) the NRCG Exchange Ratio. The closing of the Mergers, which is currently anticipated to occur during the fourth quarter of 2019, is subject to certain closing conditions, including (1) requisite approvals of the Company’s and NRCG’s stockholders, (2) the absence of certain legal impediments to the consummation of the Mergers, (3) the approval of the shares of Holdco Common Stock to be issued as consideration in the Mergers for listing on the Nasdaq Global Select Market, (4) effectiveness of the registration statement on Form S-4 registering the shares of Holdco Common Stock to be issued in connection with the Mergers, the Replacement Warrants and the shares of Holdco Common Stock underlying the Replacement Warrants, which includes a joint proxy statement of the Company and NRCG and a prospectus of Holdco (the “Proxy Statement”), (5) subject to certain exceptions, the accuracy of the representations, warranties and compliance with the covenants of each party to the Merger Agreement and (6) written tax opinions from the Company’s counsel and NRCG’s counsel. |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2019 | |
REVENUES | |
REVENUES | NOTE 2. REVENUES Our operations are managed in two reportable segments, Environmental Services and Field & Industrial Services, reflecting our internal reporting structure and nature of services offered. See Note 17 for additional information on our operating segments. Effective December 31, 2018, we changed our presentation of disaggregated revenues to align with changes in how we manage our service lines within our Field & Industrial Services segment. Revenues previously combined and reported as Technical Services are now disaggregated into two service lines, Small Quantity Generation (“SQG”) and Total Waste Management (“TWM”) and certain revenues formerly classified as Technical Services are now included in Remediation. Also, marine terminal services revenues, formerly classified as Other, are now included in Industrial Services. Effective January 1, 2019, Emergency Response revenues, formerly classified as Other, are now presented as a discrete service line. We also conformed the allocation of intercompany revenues between Treatment & Disposal Revenue and Services Revenue to be consistent across both segments. Throughout this Quarterly Report on Form 10-Q, our disaggregated revenues for all periods presented have been recast to reflect these changes. The following table presents our revenue disaggregated by our reportable segments and service lines: Three Months Ended June 30, 2019 Field & Environmental Industrial $s in thousands Services Services Total Treatment & Disposal Revenue (1) $ 90,379 $ 3,133 $ 93,512 Services Revenue: Transportation and Logistics (2) 22,465 12,760 35,225 Industrial Services (3) — 4,963 4,963 Small Quantity Generation (4) — 9,326 9,326 Total Waste Management (5) — 8,004 8,004 Remediation (6) — 889 889 Emergency Response (7) — 3,180 3,180 Other (8) — 703 703 Revenue $ 112,844 $ 42,958 $ 155,802 Three Months Ended June 30, 2018 Field & Environmental Industrial $s in thousands Services Services Total Treatment & Disposal Revenue (1) $ 78,093 $ 2,902 $ 80,995 Services Revenue: Transportation and Logistics (2) 20,867 7,598 28,465 Industrial Services (3) — 4,506 4,506 Small Quantity Generation (4) — 9,138 9,138 Total Waste Management (5) — 9,019 9,019 Remediation (6) — 3,968 3,968 Emergency Response (7) — 749 749 Other (8) — 72 72 Revenue $ 98,960 $ 37,952 $ 136,912 Six Months Ended June 30, 2019 Field & Environmental Industrial $s in thousands Services Services Total Treatment & Disposal Revenue (1) $ 168,092 $ 5,929 $ 174,021 Services Revenue: Transportation and Logistics (2) 37,085 19,852 56,937 Industrial Services (3) — 10,980 10,980 Small Quantity Generation (4) — 17,515 17,515 Total Waste Management (5) — 16,719 16,719 Remediation (6) — 2,616 2,616 Emergency Response (7) 6,226 6,226 Other (8) — 1,825 1,825 Revenue $ 205,177 $ 81,662 $ 286,839 Six Months Ended June 30, 2018 Field & Environmental Industrial $s in thousands Services Services Total Treatment & Disposal Revenue (1) $ 150,802 $ 5,549 $ 156,351 Services Revenue: Transportation and Logistics (2) 34,629 13,248 47,877 Industrial Services (3) — 8,385 8,385 Small Quantity Generation (4) — 17,465 17,465 Total Waste Management (5) — 19,241 19,241 Remediation (6) — 6,158 6,158 Emergency Response (7) 1,391 1,391 Other (8) — 103 103 Revenue $ 185,431 $ 71,540 $ 256,971 (1) We categorize our treatment and disposal revenue as either “Base Business” or “Event Business” based on the underlying nature of the revenue source. We define Event Business as non-recurring projects that are expected to equal or exceed 1,000 tons, with Base Business defined as all other business not meeting the definition of Event Business. For the three months ended June 30, 2019 and 2018, 23% and 19% , respectively, of our treatment and disposal revenue was derived from Event Business projects. Base Business revenue accounted for 77% and 81% of our treatment and disposal revenue for the three months ended June 30, 2019 and 2018, respectively. For the six months ended June 30, 2019 and 2018, 19% and 18% , respectively, of our treatment and disposal revenue was derived from Event Business projects. Base Business revenue accounted for 81% and 82% of our treatment and disposal revenue for the six months ended June 30, 2019 and 2018, 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 TWM program, customers outsource the management of their waste compliance program to us, allowing us to organize and coordinate their waste management disposal activities and environmental compliance. TWM contracts may extend beyond one year and a portion of the transaction price can be fixed. (6) Includes site assessment, onsite treatment, project management and remedial action planning and execution. Contracts for Remediation may extend beyond one year and a portion of the transaction price can be fixed. (7) Includes spill response, waste analysis and treatment and disposal planning. (8) Includes equipment rental and other miscellaneous services. We provide services in the United States and Canada. The following table presents our revenue disaggregated by our reportable segments and geographic location where the underlying services were performed: Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Field & Field & Environmental Industrial Environmental Industrial $s in thousands Services Services Total Services Services Total United States $ 85,785 $ 42,958 $ 128,743 $ 84,917 $ 37,952 $ 122,869 Canada 27,059 — 27,059 14,043 — 14,043 Total revenue $ 112,844 $ 42,958 $ 155,802 $ 98,960 $ 37,952 $ 136,912 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 Field & Field & Environmental Industrial Environmental Industrial $s in thousands Services Services Total Services Services Total United States $ 163,144 $ 81,662 $ 244,806 $ 159,903 $ 71,540 $ 231,443 Canada 42,033 — 42,033 25,528 — 25,528 Total revenue $ 205,177 $ 81,662 $ 286,839 $ 185,431 $ 71,540 $ 256,971 Deferred Revenue We record deferred revenue when cash payments are received, or advance billings are charged, prior to performance of services. Deferred revenue includes waste that has been received but not yet treated or disposed, and is recognized when services are performed. We recognized $1.5 million of revenue during each of the three month periods ended June 30, 2019 and 2018 that was included in the deferred revenue balance at the beginning of each year. During the six months ended June 30, 2019 and 2018, we recognized $9.0 million and $7.8 million of revenue, respectively, that was included in the deferred revenue balance at the beginning of each year. Receivables Our receivables include invoiced and unbilled amounts where the Company has an unconditional right to payment. Principal versus Agent Considerations The Company commonly contracts with third-parties to perform certain waste-related services that we have promised in our customer contracts. We consider ourselves the principal in these arrangements as we direct the timing, nature and pricing of the services ultimately provided by the third-party to the customer. Costs to obtain a contract The Company pays sales commissions to employees, which qualify as costs to obtain a contract. Sales commissions are expensed as incurred as the commissions are earned by the employee and paid by the Company over time as the related revenue is recognized. Practical Expedients and Optional Exemptions Our payment terms may vary based on type of service or customer; however, we do not adjust the promised amount of consideration in our contracts for the time value of money as payment terms extended to our customers do not exceed one year and are not considered a significant financing component in our contracts. We do not disclose the value of unsatisfied performance obligations as contracts with an original expected length of more than one year and contracts for which we do not recognize revenue at the amount to which we have the right to invoice for services performed is insignificant and the aggregate amount of fixed consideration allocated to unsatisfied performance obligations is not material. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2019 | |
BUSINESS COMBINATION | |
BUSINESS COMBINATION | NOTE 3. BUSINESS COMBINATION Ecoserv Industrial Disposal, LLC On November 14, 2018, the Company acquired Ecoserv Industrial Disposal, LLC (“Winnie”), which provides non-hazardous industrial wastewater disposal solutions and employs deep-well injection technology in the southern United States. The following table summarizes the consideration paid for Winnie and the fair value estimates of assets acquired and liabilities assumed, recognized at the acquisition date, with purchase price allocation adjustments since the preliminary purchase price allocation as previously disclosed as of December 31, 2018: Purchase Price Allocation December 31, June 30, $s in thousands 2018 Adjustments 2019 Current assets $ 1,923 $ (63) $ 1,860 Property and equipment 6,300 (2,324) 3,976 Identifiable intangible assets 66,600 (100) 66,500 Current liabilities (755) — (755) Other liabilities (512) — (512) Total identifiable net assets 73,556 (2,487) 71,069 Goodwill 13,573 2,586 16,159 Total purchase price $ 87,129 $ 99 $ 87,228 Purchase price allocation adjustments relate primarily to the receipt of additional information regarding the fair values of property and equipment, a post-closing price adjustment based on working capital requirements and residual goodwill. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 6 Months Ended |
Jun. 30, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS). | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | NOTE 4. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in accumulated other comprehensive income (loss) (“AOCI”) consisted of the following: Foreign Unrealized Gain Currency (Loss) on Interest $s in thousands Translation Rate Hedge Total Balance at December 31, 2018 $ (14,697) $ 906 $ (13,791) Other comprehensive income (loss) before reclassifications, net of tax 3,369 (1,658) 1,711 Amounts reclassified out of AOCI, net of tax (1) — (210) (210) Other comprehensive income, net 3,369 (1,868) 1,501 Balance at June 30, 2019 $ (11,328) $ (962) $ (12,290) (1) Before-tax reclassifications of $ 127,000 ($100,000 after-tax) and $266,000 ($210,000 after-tax) for the three and six months ended June 30, 2019, were included as a reduction of Interest expense in the Company’s consolidated statements of operations. Amounts relate to the Company’s interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made. Amounts in AOCI expected to be recognized as a reduction of interest expense over the next 12 months total approximately $ 509,000 ($402,000 after-tax). Foreign Unrealized Gain Currency (Loss) on Interest $s in thousands Translation Rate Hedge Total Balance at December 31, 2017 $ (8,603) $ (501) $ (9,104) Other comprehensive income (loss) before reclassifications, net of tax (3,468) 1,913 (1,555) Amounts reclassified out of AOCI, net of tax (2) — 310 310 Other comprehensive income, net (3,468) 2,223 (1,245) Balance at June 30, 2018 $ (12,071) $ 1,722 $ (10,349) (2) Before-tax reclassifications of $119,000 ($94,000 after-tax) and $392,000 ($310,000 after-tax) for the three and six months ended June 30, 2018, were included in Interest expense in the Company’s consolidated statements of operations. Amounts relate to the Company’s interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made. |
CONCENTRATIONS AND CREDIT RISK
CONCENTRATIONS AND CREDIT RISK | 6 Months Ended |
Jun. 30, 2019 | |
CONCENTRATIONS AND CREDIT RISK | |
CONCENTRATIONS AND CREDIT RISK | NOTE 5. CONCENTRATIONS AND CREDIT RISK Major Customers No customer accounted for more than 10% of total revenue for the three or six months ended June 30, 2019 or 2018, respectively. No customer accounted for more than 10% of total trade receivables as of June 30, 2019 or December 31, 2018. Credit Risk Concentration We maintain most of our cash and cash equivalents with nationally recognized financial institutions. Substantially all balances are uninsured and are not used as collateral for other obligations. Concentrations of credit risk on accounts receivable are believed to be limited due to the number, diversification and character of the obligors and our credit evaluation process. |
RECEIVABLES
RECEIVABLES | 6 Months Ended |
Jun. 30, 2019 | |
RECEIVABLES | |
RECEIVABLES | NOTE 6. RECEIVABLES Receivables consisted of the following: June 30, December 31, $s in thousands 2019 2018 Trade $ 115,935 $ 118,909 Unbilled revenue 27,741 26,538 Other 8,887 2,241 Total receivables 152,563 147,688 Allowance for doubtful accounts (2,526) (2,998) Receivables, net $ 150,037 $ 144,690 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2019 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 7. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair value measurements, as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; Level 3 - Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash and investments, accounts payable, accrued liabilities, debt and interest rate swap agreements. The estimated fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying value due to the short-term nature of these instruments. 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 June 30, 2019, the carrying value of the Company’s variable-rate debt approximates fair value due to the short-term nature of the interest rates. The Company’s assets and liabilities measured at fair value on a recurring basis consisted of the following: June 30, 2019 Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: Fixed-income securities (1) $ 1,979 $ 2,224 $ — $ 4,203 Money market funds (2) 818 — — 818 Total $ 2,797 $ 2,224 $ — $ 5,021 Liabilities: Interest rate swap agreement (3) $ — $ 1,217 $ — $ 1,217 Total $ — $ 1,217 $ — $ 1,217 December 31, 2018 Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: Fixed-income securities (1) $ 1,561 $ 2,596 $ — $ 4,157 Money market funds (2) 784 — — 784 Interest rate swap agreement (3) — 1,147 1,147 Total $ 2,345 $ 3,743 $ — $ 6,088 (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. (2) We invest a portion of our 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. Money market funds are considered restricted cash for purposes of reconciling the beginning-of-period and end-of-period amounts presented in the Company’s consolidated statements of cash flows. (3) In order to manage interest rate exposure, we entered into an interest rate swap agreement in October 2014 that effectively converts a portion of our variable-rate debt to a fixed interest rate. The swap is designated as a 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 December 31, 2014 with an initial notional amount of $250.0 million. The fair value of the interest rate swap agreement represents the difference in the present value of cash flows calculated at the contracted interest rates and at current market interest rates at the end of the period. We calculate the fair value of the interest rate swap agreement 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 long-term liabilities and Other assets in the Company’s consolidated balance sheet as of June 30, 2019 and December 31, 2018, respectively. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2019 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 8. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: June 30, December 31, $s in thousands 2019 2018 Cell development costs $ 147,059 $ 146,155 Land and improvements 53,067 50,481 Buildings and improvements 91,743 91,358 Railcars 17,299 17,299 Vehicles and other equipment 162,388 154,014 Construction in progress 26,546 14,554 Total property and equipment 498,102 473,861 Accumulated depreciation and amortization (232,482) (215,418) Property and equipment, net $ 265,620 $ 258,443 Depreciation and amortization expense for the three months ended June 30, 2019 and 2018 was $9.1 million and $7.0 million, respectively. Depreciation and amortization expense for the six months ended June 30, 2019 and 2018 was $17.3 million and $13.6 million, respectively. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
LEASES | |
LEASES | NOTE 9. LEASES We lease certain facilities, office space, land and equipment. Our lease payments are primarily fixed, but also include variable payments that are based on usage of the leased asset. Initial lease terms range from one to 15 years, and may include one or more options to renew, with renewal terms extending a lease up to 40 years. None of our renewal options are considered reasonably certain to be exercised. Provisions for residual value guarantees exist in some of our equipment leases, however amounts associated with these provisions are not material. Our leases do not include any material restrictive covenants. 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 nonlease components in our leases, except for equipment leases that include maintenance related services. We use the rate implicit in the lease, when available, to discount lease payments to present value. However, many of our leases do not provide a readily determinable implicit rate and we estimate our incremental borrowing rate to discount payments based on information available at lease commencement. Lease assets and liabilities consisted of the following: $s in thousands June 30, 2019 Assets: Operating right-of-use assets (1) $ 17,575 Finance right-of-use assets (2) 3,028 Total $ 20,603 Liabilities: Current: Operating (3) $ 4,932 Finance (4) 837 Long-term: Operating (5) 12,553 Finance (6) 2,269 Total $ 20,591 (1) Included in Operating lease assets in the Company’s consolidated balance sheets. (2) Included in Property and equipment, net in the Company’s consolidated balance sheets. Finance right-of-use assets are recorded net of accumulated amortization of $1.5 million as of June 30, 2019. (3) Included in Current portion of operating lease liabilities in the Company’s consolidated balance sheets. (4) Included in Accrued liabilities in the Company’s consolidated balance sheets. (5) Included in Long-term operating lease liabilities in the Company’s consolidated balance sheets. (6) Included in Other long-term liabilities in the Company’s consolidated balance sheets. Lease expense consisted of the following: Three Months Ended Six Months Ended $s in thousands June 30, 2019 June 30, 2019 Operating lease cost (1) $ 1,713 $ 3,455 Finance lease cost: Amortization of leased assets (2) 248 476 Interest on lease liabilities (3) 30 50 Total $ 1,991 $ 3,981 (1) Included in Direct operating costs and Selling, general, and administrative expenses in the Company’s consolidated statements of operations. Operating lease cost includes short-term leases, excluding expenses relating to leases with a term of one month or less, which are not material. Operating lease cost excludes variable lease costs which are not material. (2) Included in Direct operating costs in the Company’s consolidated statements of operations. (3) Included in Interest expense in the Company’s consolidated statements of operations. Supplemental cash flow information related to our leases is as follows: Six Months Ended $s in thousands June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,238 Operating cash flows from finance leases 50 Financing cash flows from finance leases 408 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,397 Right-of-use assets obtained in exchange for new finance lease liabilities 1,844 Other information related to our leases is as follows: June 30, 2019 Weighted-average remaining lease term (years): Operating leases 5.6 Finance leases 3.7 Weighted-average discount rate: Operating leases 4.38 % Finance leases 3.71 % The Company’s maturity analysis of its lease liabilities as of June 30, 2019 is as follows: Operating Finance $s in thousands Leases Leases Total 2019 (excluding the six months ended June 30, 2019) $ 2,936 $ 484 $ 3,420 2020 4,110 792 4,902 2021 3,663 619 4,282 2022 2,367 548 2,915 2023 1,886 612 2,498 Thereafter 5,157 354 5,511 Total $ 20,119 $ 3,409 $ 23,528 Less: Interest 2,634 303 2,937 Present value of lease liabilities $ 17,485 $ 3,106 $ 20,591 Future minimum lease payments on non-cancellable operating leases as of December 31, 2018 are as follows: $s in thousands Payments 2019 $ 5,638 2020 3,644 2021 3,184 2022 1,885 2023 1,457 Thereafter 5,065 $ 20,873 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 10. GOODWILL AND INTANGIBLE ASSETS Changes in goodwill for the six months ended June 30, 2019 consisted of the following: Field & Environmental Industrial Services Services Accumulated Accumulated $s in thousands Gross Impairment Gross Impairment Total Balance at December 31, 2018 $ 162,816 $ (6,870) $ 51,231 $ — $ 207,177 Winnie purchase price allocation adjustment 2,586 — — — 2,586 Foreign currency translation 703 — — — 703 Balance at June 30, 2019 $ 166,105 $ (6,870) $ 51,231 $ — $ 210,466 Intangible assets, net consisted of the following: June 30, 2019 December 31, 2018 Accumulated Accumulated $s in thousands Cost Amortization Net Cost Amortization Net Amortizing intangible assets: Permits, licenses and lease $ 165,600 $ (16,817) $ 148,783 $ 164,840 $ (14,804) $ 150,036 Customer relationships 99,396 (28,948) 70,448 99,241 (25,676) 73,565 Technology - formulae and processes 6,951 (1,897) 5,054 6,672 (1,714) 4,958 Customer backlog 3,652 (1,839) 1,813 3,652 (1,656) 1,996 Developed software 2,894 (1,737) 1,157 2,884 (1,581) 1,303 Non-compete agreements 1,542 (1,076) 466 1,542 (875) 667 Internet domain and website 536 (142) 394 536 (128) 408 Database 387 (181) 206 384 (167) 217 Total amortizing intangible assets 280,958 (52,637) 228,321 279,751 (46,601) 233,150 Non-amortizing intangible assets: Permits and licenses 46,415 — 46,415 46,391 — 46,391 Tradename 130 — 130 125 — 125 Total intangible assets $ 327,503 $ (52,637) $ 274,866 $ 326,267 $ (46,601) $ 279,666 Amortization expense for the three months ended June 30, 2019 and 2018 was $2.9 million and $2.3 million, respectively. Amortization expense for the six months ended June 30, 2019 and 2018 was $5.7 million and $4.6 million, respectively. Foreign intangible asset carrying amounts are affected by foreign currency translation. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2019 | |
DEBT | |
DEBT | NOTE 11. DEBT Long-term debt consisted of the following: June 30, December 31, $s in thousands 2019 2018 Revolving credit facility $ 334,000 $ 364,000 Long-term debt $ 334,000 $ 364,000 2017 Credit Agreement On April 18, 2017, the Company entered into a senior secured credit agreement (the “2017 Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent for the lenders, swingline lender and issuing lender, and Bank of America, N.A., as an issuing lender, that provides for a $500.0 million, five-year revolving credit facility (the “Revolving Credit Facility”), including a $75.0 million sublimit for the issuance of standby letters of credit and a $25.0 million sublimit for the issuance of swingline loans used to fund short-term working capital requirements. The 2017 Credit Agreement also contains an accordion feature whereby the Company 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. The Company is pursuing an amendment to the 2017 Credit Agreement to, among other things, permit a $400.0 million term loan, which the Company intends to use in refinancing existing indebtedness of NRCG in connection with the Mergers and to pay the fees and expenses of the Company incurred in connection with the Mergers and the transactions in connection therewith. 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). Under the Revolving Credit Facility, revolving credit loans are available based on a base rate (as defined in the 2017 Credit Agreement) or LIBOR, at the Company’s option, plus an applicable margin which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to consolidated earnings before interest, taxes, depreciation and amortization (as defined in the 2017 Credit Agreement), as set forth in the table below: 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% At June 30, 2019, the effective interest rate on the Revolving Credit Facility, after giving effect to the impact of our interest rate swap, was 3.61%. Interest only payments are due either quarterly or on the last day of any interest period, as applicable. In October 2014, the Company entered into an interest rate swap agreement, effectively fixing the interest rate on $160.0 million, or 48%, of the Revolving Credit Facility borrowings as of June 30, 2019. The Company 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 reduced based upon the Company’s total net leverage ratio (as defined in the 2017 Credit Agreement). The maximum letter of credit capacity under the Revolving Credit Facility is $75.0 million and the 2017 Credit Agreement provides for a letter of credit fee equal to the applicable margin for LIBOR loans under the Revolving Credit Facility. At June 30, 2019, there were $334.0 million of revolving credit loans outstanding on the Revolving Credit Facility. These revolving credit loans are due upon the earliest to occur of (a) April 18, 2022 (or, with respect to any lender, such later date as requested by us and accepted by such lender), (b) the date of termination of the entire revolving credit commitment (as defined in the 2017 Credit Agreement) by us, and (c) the date of termination of the revolving credit commitment and are presented as long-term debt in the consolidated balance sheets. The Company has entered into a sweep arrangement whereby day-to-day cash requirements in excess of available cash balances are advanced to the Company on an as-needed basis with repayments of these advances automatically made from subsequent deposits to our cash operating accounts (the “Sweep Arrangement”). Total advances outstanding under the Sweep Arrangement are subject to the $25.0 million swingline loan sublimit under the Revolving Credit Facility. The Company’s revolving credit loans outstanding under the Revolving Credit Facility are not subject to repayment through the Sweep Arrangement. As of June 30, 2019, there were no amounts outstanding subject to the Sweep Arrangement. As of June 30, 2019, the availability under the Revolving Credit Facility was $160.3 million with $5.7 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. The Company 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 2017 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 2017 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 2017 Credit Agreement), in an amount equal to such excess. Subject to certain exceptions, the 2017 Credit Agreement provides for mandatory prepayment upon certain asset dispositions, casualty events and issuances of indebtedness. Pursuant to (i) an unconditional guarantee agreement and (ii) a collateral agreement, each entered into by the Company and its domestic subsidiaries on April 18, 2017, the Company’s obligations under the 2017 Credit Agreement are (or will be) jointly and severally and fully and unconditionally guaranteed on a senior basis by all of the Company’s existing and certain future domestic subsidiaries and are secured by substantially all of the assets of the Company and the Company’s existing and certain future domestic subsidiaries (subject to certain exclusions), including 100% of the equity interests of the Company’s domestic subsidiaries and 65% of the voting equity interests of the Company’s directly owned foreign subsidiaries (and 100% of the non-voting equity interests of the Company’s directly owned foreign subsidiaries). The 2017 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 2017 Credit Agreement), among other things, amounts outstanding under the 2017 Credit Agreement may be accelerated and the commitments may be terminated. The 2017 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 2017 Credit Agreement). Our consolidated total net leverage ratio as of the last day of any fiscal quarter may not exceed 3.50 to 1.00, subject to certain exceptions. Our consolidated interest coverage ratio as of the last day of any fiscal quarter may not be less than 3.00 to 1.00. At June 30, 2019, we were in compliance with all of the financial covenants in the 2017 Credit Agreement. |
CLOSURE AND POST-CLOSURE OBLIGA
CLOSURE AND POST-CLOSURE OBLIGATIONS | 6 Months Ended |
Jun. 30, 2019 | |
CLOSURE AND POST-CLOSURE OBLIGATIONS | |
CLOSURE AND POST-CLOSURE OBLIGATIONS | NOTE 12. CLOSURE AND POST-CLOSURE OBLIGATIONS 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. Changes to closure and post-closure obligations consisted of the following: Three Months Ended Six Months Ended $s in thousands June 30, 2019 June 30, 2019 Closure and post-closure obligations, beginning of period $ 79,056 $ 78,363 Accretion expense 1,133 2,258 Payments (305) (775) Foreign currency translation 35 73 Closure and post-closure obligations, end of period 79,919 79,919 Less current portion (2,231) (2,231) Long-term portion $ 77,688 $ 77,688 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2019 | |
INCOME TAXES | |
INCOME TAXES | NOTE 13. INCOME TAXES Our effective tax rate for the three months ended June 30, 2019 was 29.2%, up from 24.4% for the three months ended June 30, 2018. Our effective tax rate for the six months ended June 30, 2019 was 28.6%, up from 25.7% for the six months ended June 30, 2018. The increase for the three and six months ended June 30, 2019, compared to the three and six months ended June 30, 2018, was primarily due to increased non-deductible expenses and higher effective state tax rates, partially offset by federal research and development credits. The change in the effective tax rate for the three and six months ended June 30, 2019 also reflects the impact of discrete events including the recognition of excess tax benefits related to employee stock compensation. Gross unrecognized tax benefits, included in Other long-term liabilities in the consolidated balance sheets, were $616,000 and $555,000 as of June 30, 2019 and December 31, 2018, respectively. The gross unrecognized tax benefits, if recognized by the Company, will result in a reduction of approximately $544,000 to the provision for income taxes thereby favorably impacting the Company’s effective tax rate. We do not anticipate our total unrecognized tax benefits to increase or decrease materially within the next twelve months. We recognize interest assessed by taxing authorities or interest associated with uncertain tax positions as a component of interest expense. We recognize any penalties assessed by taxing authorities or penalties associated with uncertain tax positions as a component of Selling, general and administrative expenses. We file a consolidated U.S. federal income tax return with the Internal Revenue Service (“IRS”) as well as tax returns in various states, Canada, and Mexico. The Company is subject to examination by the IRS for tax years 2014 through 2018. The Company is currently under examination by the state of Idaho for years 2014 through 2018 and the state of Texas for the year 2014. We may be subject to examinations by various state and local taxing jurisdictions for tax years 2014 through 2018. The Company has no significant foreign jurisdiction audits underway. The tax years 2014 through 2018 remain subject to examination by foreign jurisdictions. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2019 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 14. EARNINGS PER SHARE Three Months Ended June 30, 2019 2018 $s and shares in thousands, except per share amounts Basic Diluted Basic Diluted Net income $ 15,491 $ 15,491 $ 13,220 $ 13,220 Weighted average basic shares outstanding 22,006 22,006 21,867 21,867 Dilutive effect of share-based awards 202 157 Weighted average diluted shares outstanding 22,208 22,024 Earnings per share $ 0.70 $ 0.70 $ 0.60 $ 0.60 Anti-dilutive shares excluded from calculation 92 58 Six Months Ended June 30, 2019 2018 $s and shares in thousands, except per share amounts Basic Diluted Basic Diluted Net income $ 23,534 $ 23,534 $ 22,463 $ 22,463 Weighted average basic shares outstanding 21,997 21,997 21,835 21,835 Dilutive effect of share-based awards 206 156 Weighted average diluted shares outstanding 22,203 21,991 Earnings per share $ 1.07 $ 1.06 $ 1.03 $ 1.02 Anti-dilutive shares excluded from calculation 86 76 |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2019 | |
EQUITY | |
EQUITY | NOTE 15. EQUITY Stock Repurchase Program On June 1, 2016, the Company’s Board of Directors authorized the repurchase of $25.0 million of the Company’s outstanding common stock. Repurchases may be made from time to time in the open market or through privately negotiated transactions. The timing of any repurchases will be based upon prevailing market conditions and other factors. The Company did not repurchase any shares of common stock under the repurchase program during the three or six months ended June 30, 2019. On May 29, 2018 the repurchase program was extended and will remain in effect until June 6, 2020, unless further extended by our Board of Directors. Omnibus Incentive Plan On May 27, 2015, our stockholders approved the Omnibus Incentive Plan (“Omnibus Plan”), which was approved by our Board of Directors on April 7, 2015. The Omnibus Plan was developed to provide additional incentives through equity ownership in the Company and, as a result, encourage employees and 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 (“RSUs”), performance stock units (“PSUs”) and other share-based awards or cash awards to officers, employees, consultants and non-employee directors. Subsequent to the approval of the Omnibus Plan in May 2015, we stopped granting equity awards under our 2008 Stock Option Incentive Plan and our 2006 Restricted Stock Plan (collectively, the “Previous Plans”). The Previous Plans will remain in effect solely for the settlement of awards granted under the Previous Plans. No shares that are reserved but unissued under the Previous Plans or that are outstanding under the Previous Plans and reacquired by the Company for any reason will be available for issuance under the Omnibus Plan. 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 June 30, 2019, 873,117 shares of common stock remain available for grant under the Omnibus Plan. PSUs, RSUs and Restricted Stock On March 1, 2019, the Company granted 17,111 PSUs to certain employees. Each PSU represents the right to receive, on the settlement date, one share of the Company’s common stock. The total number of PSUs each participant is eligible to earn ranges from 0% to 300% of the target number of PSUs granted. The actual number of PSUs that will vest and be settled in shares is determined at the end of a three-year performance period beginning January 1, 2019, based on adjusted earnings per share and return on invested capital relative to established targets with an additional adjustment based on total stockholder return relative to a set of peer companies. The fair value of the PSUs estimated on the grant date using a Monte Carlo simulation was $58.20 per unit. Compensation expense is recorded over the awards’ vesting period. Assumptions used in the Monte Carlo simulation to calculate the fair value of the PSUs granted in 2019 are as follows: 2019 Stock price on grant date $ 58.40 Expected term 3.0 years Expected volatility 30 % Risk-free interest rate 2.5 % Expected dividend yield 1.1 % A summary of our PSU, restricted stock and RSU activity for the six months ended June 30, 2019 is as follows: PSUs Restricted Stock RSUs Weighted Weighted Weighted Average Average Average Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Outstanding as of December 31, 2018 39,200 $ 55.48 74,988 $ 46.74 66,785 $ 53.77 Granted 17,111 58.20 27,800 62.59 33,020 56.21 Vested (13,600) 41.22 (39,234) 43.77 (26,362) 48.28 Cancelled, expired or forfeited — — — — (243) 45.66 Outstanding as of June 30, 2019 42,711 $ 61.11 63,554 $ 55.50 73,200 $ 56.88 Stock Options A summary of our stock option activity for the six months ended June 30, 2019 is as follows: Weighted Average Exercise Shares Price Outstanding as of December 31, 2018 236,503 $ 44.93 Granted 41,100 63.36 Exercised (3,246) 42.29 Cancelled, expired or forfeited (1,540) 43.55 Outstanding as of June 30, 2019 272,817 $ 47.74 Exercisable as of June 30, 2019 191,756 $ 43.83 During the six months ended June 30, 2019, option holders tendered 2,252 options in connection with options exercised via net share settlement. Treasury Stock During the six months ended June 30, 2019, the Company repurchased 14,462 shares of the Company’s common stock in connection with the net share settlement of employee equity awards at an average cost of $63.34 per share. During the six months ended June 30, 2019, the Company issued 7,800 treasury shares related to restricted stock awards at an average cost of $57.77 per share. Dividends The Company paid dividends of $0.18 per common share during each of the three months ended June 30, 2019 and 2018 and paid dividends of $0.36 per common share during each of the six months ended June 30, 2019 and 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. COMMITMENTS AND CONTINGENCIES Litigation and Regulatory Proceedings In the ordinary course of business, we are involved in judicial and administrative proceedings involving federal, state, provincial or local governmental authorities, including regulatory agencies that oversee and enforce compliance with permits. Fines or penalties may be assessed by our regulators for non-compliance. Actions may also be brought by individuals or groups in connection with permitting of planned facilities, modification or alleged violations of existing permits, or alleged damages suffered from exposure to hazardous substances purportedly released from our operated sites, as well as other litigation. We maintain insurance intended to cover property and damage claims asserted as a result of our operations. Periodically, management reviews and may establish reserves for legal and administrative matters, or other fees expected to be incurred in relation to these matters. On July 23, 2019, SBTS, LLC (“SBTS”) filed a complaint captioned SBTS, LLC vs. NRC Group Holdings Corp. (Civil Action No. 2019-0566-JTL), in the Court of Chancery of the State of Delaware (the “Court of Chancery”) against NRCG, NRC Group and US Ecology (the “Complaint”). In the Complaint, SBTS alleges that (1) the exchange (the “Preferred Exchange”) of the NRCG Series A Preferred Stock pursuant to the Merger Agreement breaches certain provisions of the NRCG Series A Certificate of Designations, (2) the Preferred Exchange would violate Section 242 of the Delaware General Corporation Law (“DGCL”), (3) SBTS would suffer irreparable harm if NRCG and US Ecology are not enjoined from consummating the transactions contemplated by the Merger Agreement and (4) US Ecology had knowledge of the relevant sections of the NRCG Series A Certificate of Designations and still required the Merger Agreement to include the Preferred Exchange. In the Complaint, SBTS requests that the Court of Chancery (1) render a declaratory judgment that (a) the terms of the Merger Agreement violate certain provisions of the NRCG Series A Certificate of Designations, (b) the removal of the NRCG Series A Preferred Stock designee from the NRCG Board violates NRCG’s Certificate of Incorporation and the NRCG Series A Certificate of Designations, and (c) the terms of the Merger Agreement violate Section 242 of the DGCL, (2) enjoin NRCG from convening a vote of its common stockholders to adopt the Merger Agreement, (3) enjoin NRCG and US Ecology from consummating the transactions contemplated by the Merger Agreement, (4) find US Ecology liable for tortious interference with a contract and award SBTS the damages caused by US Ecology’s actions, (5) award SBTS costs and expenses in connection with the action and (6) grant SBTS any such further relief as justice and its cause may require. As previously disclosed, NRCG and US Ecology believe that the allegations in the Complaint are without merit and that the Preferred Exchange of the NRCG Series A Preferred Stock as contemplated in the Merger Agreement is in accordance with the NRCG Series A Certificate of Designations and the DGCL. 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 facility’s primary waste-treatment building as well as surrounding waste handling, waste storage, maintenance and administrative support structures, resulting in the closure of the entire facility that remained in effect through January 2019. We resumed landfill operations at our Grand View, Idaho facility in first quarter of 2019 and resumed operations of our secondary waste-treatment facility in the second quarter of 2019. Reconstruction of the primary waste-treatment building is currently underway. In addition to conducting our own investigation into the incident, we are fully cooperating with government agencies, including Idaho Department of Environmental Quality (“IDEQ”) and the U.S. Environmental Protection Agency (“USEPA”) to support their comprehensive and independent investigations of the incident. We cannot presently estimate the potential liability related to the incident and, therefore, no amounts related to such claims have been recorded in our financial statements as of June 30, 2019. We have not been named as a defendant in any civil action relating to the incident. As a result of the Occupational Safety and Health Administration’s (“OSHA”) inspection following the incident, OSHA issued a Citation and Notification of Penalty on May 6, 2019. We are currently contesting the Citation and Notification of Penalty before the Occupational Safety and Health Review Commission and the contested penalty is not material. We maintain workers’ compensation insurance, business interruption insurance and liability insurance for personal injury, property and casualty damage. We believe that any potential third-party claims associated with the explosion, in excess of our deductibles, are expected to be resolved primarily through our insurance policies. Although we carry business interruption insurance, a disruption of our business caused by a casualty event, including the full and partial closure of our Grand View, Idaho facility, may result in the loss of business, profits or customers during the time of such closure. Accordingly, our insurance policies may not fully compensate us for these losses. The Company received $9.5 million of property-related insurance payments in the first six months of 2019 related to the incident at our Grand View, Idaho facility in the fourth quarter of 2018. The Company recognized $9.2 million of property-related insurance recovery gains in the first six months of 2019. The Company is actively working with its insurance companies on comprehensive property and business interruption insurance claims. Although the Company has recognized certain insurance recoveries related to expenses incurred to continue limited operations at the facility, as of June 30, 2019, the Company has neither received nor recognized any business interruption insurance recoveries related to lost profits as a result of lost business or customers. Other than as described above, we are not currently a party to any material pending legal proceedings and are not aware of any other claims that could, individually or in the aggregate, have a materially adverse effect on our financial position, results of operations or cash flows. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 6 Months Ended |
Jun. 30, 2019 | |
OPERATING SEGMENTS | |
OPERATING SEGMENTS | NOTE 17. OPERATING SEGMENTS Financial Information by Segment Our operations are managed in two reportable segments reflecting our internal reporting structure and nature of services offered as follows: Environmental Services Field & Industrial Services The operations not managed through our two reportable segments are recorded as “Corporate.” Corporate selling, general and administrative expenses include typical corporate items such as legal, accounting and other items of a general corporate nature. Income taxes are assigned to Corporate, but all other items are included in the segment where they originated. Inter-company transactions have been eliminated from the segment information and are not significant between segments. Summarized financial information of our reportable segments is as follows: Three Months Ended June 30, 2019 Field & Environmental Industrial $s in thousands Services Services Corporate Total Revenue $ 112,844 $ 42,958 $ — $ 155,802 Depreciation, amortization and accretion $ 10,377 $ 2,151 $ 597 $ 13,125 Capital expenditures $ 14,455 $ 2,059 $ 920 $ 17,434 Total assets $ 725,311 $ 167,985 $ 68,120 $ 961,416 Three Months Ended June 30, 2018 Field & Environmental Industrial $s in thousands Services Services Corporate Total Revenue $ 98,960 $ 37,952 $ — $ 136,912 Depreciation, amortization and accretion $ 8,676 $ 1,415 $ 330 $ 10,421 Capital expenditures $ 4,935 $ 1,849 $ 618 $ 7,402 Total assets $ 599,706 $ 126,797 $ 98,160 $ 824,663 Six Months Ended June 30, 2019 Field & Environmental Industrial $s in thousands Services Services Corporate Total Revenue $ 205,177 $ 81,662 $ — $ 286,839 Depreciation, amortization and accretion $ 20,003 $ 4,282 $ 901 $ 25,186 Capital expenditures $ 21,296 $ 2,108 $ 1,253 $ 24,657 Total assets $ 725,311 $ 167,985 $ 68,120 $ 961,416 Six Months Ended June 30, 2018 Field & Environmental Industrial $s in thousands Services Services Corporate Total Revenue $ 185,431 $ 71,540 $ — $ 256,971 Depreciation, amortization and accretion $ 17,186 $ 2,770 $ 446 $ 20,402 Capital expenditures $ 10,939 $ 2,887 $ 1,134 $ 14,960 Total assets $ 599,706 $ 126,797 $ 98,160 $ 824,663 Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) Management uses Adjusted EBITDA as a financial measure to assess segment performance. Adjusted EBITDA is defined as net 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 property and equipment impairment charges, property insurance recoveries and other income/expense. Adjusted EBITDA is a complement to results provided in accordance with GAAP and we believe that such information provides additional useful information to analysts, stockholders and other users to understand the Company’s operating performance. Since Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies. Items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or a substitute for analyzing our results as reported under GAAP. Some of the limitations are: ● Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; ● Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt; ● Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes; ● Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; and ● 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. A reconciliation of Net income to Adjusted EBITDA is as follows: Three Months Ended June 30, Six Months Ended June 30, $s in thousands 2019 2018 2019 2018 Net income $ 15,491 $ 13,220 $ 23,534 $ 22,463 Income tax expense 6,395 4,258 9,436 7,778 Interest expense 3,588 2,907 7,618 5,716 Interest income (202) (39) (409) (63) Foreign currency loss 384 139 523 153 Other income (122) (193) (232) (2,316) Property and equipment impairment charges — — 25 — Depreciation and amortization of plant and equipment 9,129 7,044 17,254 13,649 Amortization of intangible assets 2,863 2,296 5,674 4,598 Share-based compensation 1,245 1,011 2,467 2,079 Accretion and non-cash adjustment of closure & post-closure liabilities 1,133 1,081 2,258 2,155 Property insurance recoveries (4,500) — (9,153) — Adjusted EBITDA $ 35,404 $ 31,724 $ 58,995 $ 56,212 Adjusted EBITDA, by operating segment, is as follows: Three Months Ended June 30, Six Months Ended June 30, $s in thousands 2019 2018 2019 2018 Adjusted EBITDA: Environmental Services $ 47,056 $ 39,860 $ 82,316 $ 74,532 Field & Industrial Services 5,022 4,562 7,576 6,907 Corporate (16,674) (12,698) (30,897) (25,227) Total $ 35,404 $ 31,724 $ 58,995 $ 56,212 Property and Equipment and Intangible Assets Outside of the United States We provide services in the United States and Canada. Long-lived assets, comprised of property and equipment and intangible assets net of accumulated depreciation and amortization, by geographic location are as follows: June 30, December 31, $s in thousands 2019 2018 United States $ 481,301 $ 480,322 Canada 59,185 57,787 Total long-lived assets $ 540,486 $ 538,109 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENTS Quarterly Dividend On July 1, 2019, we declared a quarterly dividend of $0.18 per common share to stockholders of record on July 19, 2019. The dividend was paid using cash on hand on July 26, 2019 in an aggregate amount of $4.0 million. Acquisition of W.I.S.E. Environmental Solutions Inc. On August 1, 2019, we acquired 100% of the outstanding shares of W.I.S.E. Environmental Services Inc. (“US Ecology Sarnia”), an environmental services company based in Sarnia, Ontario, Canada for 23.5 million Canadian dollars. The purchase price is subject to post-closing adjustments based on agreed upon working capital requirements. Revenues, net income, earnings per share and total assets of US Ecology Sarnia are not material to our consolidated financial position or results of operations. |
GENERAL (Policies)
GENERAL (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
GENERAL | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the results of operations, financial position and cash flows of US Ecology, Inc. and its wholly-owned subsidiaries. All inter-company balances have been eliminated. Throughout these financial statements words such as “we,” “us,” “our,” “US Ecology” and “the Company” refer to US Ecology, Inc. and its subsidiaries. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly, in all material respects, the results of the Company for the periods presented. These consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted pursuant to the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2019. The Company’s consolidated balance sheet as of December 31, 2018 has been derived from the Company’s audited consolidated balance sheet as of that date. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements. As it relates to estimates and assumptions in amortization rates and environmental obligations, significant engineering, operations and accounting judgments are required. We review these estimates and assumptions no less than annually. In many circumstances, the ultimate outcome of these estimates and assumptions will not be known for decades into the future. Actual results could differ materially from these estimates and assumptions due to changes in applicable regulations, changes in future operational plans and inherent imprecision associated with estimating environmental impacts far into the future. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” adopting amendments to certain disclosure rules that were redundant, duplicative, overlapping, outdated, or superseded, in light of other SEC disclosure requirements, GAAP or changes in the information environment. In addition, the amendments expanded the disclosure requirements relating to the analysis of equity for interim financial statements. Under the amendments, an analysis of the changes in each caption of shareholders’ equity and noncontrolling interests presented in the balance sheet must be provided in a note or separate statement. The analysis must present a reconciliation of the beginning balance to the ending balance of each period for which a statement of earnings is required to be filed. The final rule was effective on November 5, 2018. The Company adopted the final rule effective for the first quarter of 2019. The adoption of the final rule did not have an impact on the Company’s consolidated financial position or results of operations. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815). through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company adopted ASU 2017-12 on January 1, 2019 and the standard did not have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Adoption of ASU 2016-02 resulted in the recognition of right-of-use assets and lease liabilities for operating leases of $18.1 million on its consolidated balance sheet as of March 31, 2019, with no material impact on its consolidated statement of stockholders’ equity or consolidated statements of operations. See Note 9 for additional information and disclosure on our leases. |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
REVENUES | |
Schedule of disaggregation of revenues | Three Months Ended June 30, 2019 Field & Environmental Industrial $s in thousands Services Services Total Treatment & Disposal Revenue (1) $ 90,379 $ 3,133 $ 93,512 Services Revenue: Transportation and Logistics (2) 22,465 12,760 35,225 Industrial Services (3) — 4,963 4,963 Small Quantity Generation (4) — 9,326 9,326 Total Waste Management (5) — 8,004 8,004 Remediation (6) — 889 889 Emergency Response (7) — 3,180 3,180 Other (8) — 703 703 Revenue $ 112,844 $ 42,958 $ 155,802 Three Months Ended June 30, 2018 Field & Environmental Industrial $s in thousands Services Services Total Treatment & Disposal Revenue (1) $ 78,093 $ 2,902 $ 80,995 Services Revenue: Transportation and Logistics (2) 20,867 7,598 28,465 Industrial Services (3) — 4,506 4,506 Small Quantity Generation (4) — 9,138 9,138 Total Waste Management (5) — 9,019 9,019 Remediation (6) — 3,968 3,968 Emergency Response (7) — 749 749 Other (8) — 72 72 Revenue $ 98,960 $ 37,952 $ 136,912 Six Months Ended June 30, 2019 Field & Environmental Industrial $s in thousands Services Services Total Treatment & Disposal Revenue (1) $ 168,092 $ 5,929 $ 174,021 Services Revenue: Transportation and Logistics (2) 37,085 19,852 56,937 Industrial Services (3) — 10,980 10,980 Small Quantity Generation (4) — 17,515 17,515 Total Waste Management (5) — 16,719 16,719 Remediation (6) — 2,616 2,616 Emergency Response (7) 6,226 6,226 Other (8) — 1,825 1,825 Revenue $ 205,177 $ 81,662 $ 286,839 Six Months Ended June 30, 2018 Field & Environmental Industrial $s in thousands Services Services Total Treatment & Disposal Revenue (1) $ 150,802 $ 5,549 $ 156,351 Services Revenue: Transportation and Logistics (2) 34,629 13,248 47,877 Industrial Services (3) — 8,385 8,385 Small Quantity Generation (4) — 17,465 17,465 Total Waste Management (5) — 19,241 19,241 Remediation (6) — 6,158 6,158 Emergency Response (7) 1,391 1,391 Other (8) — 103 103 Revenue $ 185,431 $ 71,540 $ 256,971 (1) We categorize our treatment and disposal revenue as either “Base Business” or “Event Business” based on the underlying nature of the revenue source. We define Event Business as non-recurring projects that are expected to equal or exceed 1,000 tons, with Base Business defined as all other business not meeting the definition of Event Business. For the three months ended June 30, 2019 and 2018, 23% and 19% , respectively, of our treatment and disposal revenue was derived from Event Business projects. Base Business revenue accounted for 77% and 81% of our treatment and disposal revenue for the three months ended June 30, 2019 and 2018, respectively. For the six months ended June 30, 2019 and 2018, 19% and 18% , respectively, of our treatment and disposal revenue was derived from Event Business projects. Base Business revenue accounted for 81% and 82% of our treatment and disposal revenue for the six months ended June 30, 2019 and 2018, 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 TWM program, customers outsource the management of their waste compliance program to us, allowing us to organize and coordinate their waste management disposal activities and environmental compliance. TWM contracts may extend beyond one year and a portion of the transaction price can be fixed. (6) Includes site assessment, onsite treatment, project management and remedial action planning and execution. Contracts for Remediation may extend beyond one year and a portion of the transaction price can be fixed. (7) Includes spill response, waste analysis and treatment and disposal planning. (8) Includes equipment rental and other miscellaneous services. Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Field & Field & Environmental Industrial Environmental Industrial $s in thousands Services Services Total Services Services Total United States $ 85,785 $ 42,958 $ 128,743 $ 84,917 $ 37,952 $ 122,869 Canada 27,059 — 27,059 14,043 — 14,043 Total revenue $ 112,844 $ 42,958 $ 155,802 $ 98,960 $ 37,952 $ 136,912 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 Field & Field & Environmental Industrial Environmental Industrial $s in thousands Services Services Total Services Services Total United States $ 163,144 $ 81,662 $ 244,806 $ 159,903 $ 71,540 $ 231,443 Canada 42,033 — 42,033 25,528 — 25,528 Total revenue $ 205,177 $ 81,662 $ 286,839 $ 185,431 $ 71,540 $ 256,971 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
BUSINESS COMBINATION | |
Summary of preliminary fair value estimates of assets acquired and liabilities assumed | Purchase Price Allocation December 31, June 30, $s in thousands 2018 Adjustments 2019 Current assets $ 1,923 $ (63) $ 1,860 Property and equipment 6,300 (2,324) 3,976 Identifiable intangible assets 66,600 (100) 66,500 Current liabilities (755) — (755) Other liabilities (512) — (512) Total identifiable net assets 73,556 (2,487) 71,069 Goodwill 13,573 2,586 16,159 Total purchase price $ 87,129 $ 99 $ 87,228 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS). | |
Schedule of changes in accumulated other comprehensive income (loss) | Foreign Unrealized Gain Currency (Loss) on Interest $s in thousands Translation Rate Hedge Total Balance at December 31, 2018 $ (14,697) $ 906 $ (13,791) Other comprehensive income (loss) before reclassifications, net of tax 3,369 (1,658) 1,711 Amounts reclassified out of AOCI, net of tax (1) — (210) (210) Other comprehensive income, net 3,369 (1,868) 1,501 Balance at June 30, 2019 $ (11,328) $ (962) $ (12,290) (1) Before-tax reclassifications of $ 127,000 ($100,000 after-tax) and $266,000 ($210,000 after-tax) for the three and six months ended June 30, 2019, were included as a reduction of Interest expense in the Company’s consolidated statements of operations. Amounts relate to the Company’s interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made. Amounts in AOCI expected to be recognized as a reduction of interest expense over the next 12 months total approximately $ 509,000 ($402,000 after-tax). Foreign Unrealized Gain Currency (Loss) on Interest $s in thousands Translation Rate Hedge Total Balance at December 31, 2017 $ (8,603) $ (501) $ (9,104) Other comprehensive income (loss) before reclassifications, net of tax (3,468) 1,913 (1,555) Amounts reclassified out of AOCI, net of tax (2) — 310 310 Other comprehensive income, net (3,468) 2,223 (1,245) Balance at June 30, 2018 $ (12,071) $ 1,722 $ (10,349) (2) Before-tax reclassifications of $119,000 ($94,000 after-tax) and $392,000 ($310,000 after-tax) for the three and six months ended June 30, 2018, were included in Interest expense in the Company’s consolidated statements of operations. Amounts relate to the Company’s interest rate swap which is designated as a cash flow hedge. Changes in fair value of the swap recognized in AOCI are reclassified to interest expense when hedged interest payments on the underlying long-term debt are made. |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
RECEIVABLES | |
Schedule of receivables | June 30, December 31, $s in thousands 2019 2018 Trade $ 115,935 $ 118,909 Unbilled revenue 27,741 26,538 Other 8,887 2,241 Total receivables 152,563 147,688 Allowance for doubtful accounts (2,526) (2,998) Receivables, net $ 150,037 $ 144,690 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities measured at fair value on a recurring basis | June 30, 2019 Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: Fixed-income securities (1) $ 1,979 $ 2,224 $ — $ 4,203 Money market funds (2) 818 — — 818 Total $ 2,797 $ 2,224 $ — $ 5,021 Liabilities: Interest rate swap agreement (3) $ — $ 1,217 $ — $ 1,217 Total $ — $ 1,217 $ — $ 1,217 December 31, 2018 Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs $s in thousands (Level 1) (Level 2) (Level 3) Total Assets: Fixed-income securities (1) $ 1,561 $ 2,596 $ — $ 4,157 Money market funds (2) 784 — — 784 Interest rate swap agreement (3) — 1,147 1,147 Total $ 2,345 $ 3,743 $ — $ 6,088 (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. (2) We invest a portion of our 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. Money market funds are considered restricted cash for purposes of reconciling the beginning-of-period and end-of-period amounts presented in the Company’s consolidated statements of cash flows. (3) In order to manage interest rate exposure, we entered into an interest rate swap agreement in October 2014 that effectively converts a portion of our variable-rate debt to a fixed interest rate. The swap is designated as a 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 December 31, 2014 with an initial notional amount of $250.0 million. The fair value of the interest rate swap agreement represents the difference in the present value of cash flows calculated at the contracted interest rates and at current market interest rates at the end of the period. We calculate the fair value of the interest rate swap agreement 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 long-term liabilities and Other assets in the Company’s consolidated balance sheet as of June 30, 2019 and December 31, 2018, respectively. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | June 30, December 31, $s in thousands 2019 2018 Cell development costs $ 147,059 $ 146,155 Land and improvements 53,067 50,481 Buildings and improvements 91,743 91,358 Railcars 17,299 17,299 Vehicles and other equipment 162,388 154,014 Construction in progress 26,546 14,554 Total property and equipment 498,102 473,861 Accumulated depreciation and amortization (232,482) (215,418) Property and equipment, net $ 265,620 $ 258,443 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
LEASES | |
Summary of leased assets and liabilities | $s in thousands June 30, 2019 Assets: Operating right-of-use assets (1) $ 17,575 Finance right-of-use assets (2) 3,028 Total $ 20,603 Liabilities: Current: Operating (3) $ 4,932 Finance (4) 837 Long-term: Operating (5) 12,553 Finance (6) 2,269 Total $ 20,591 (1) Included in Operating lease assets in the Company’s consolidated balance sheets. (2) Included in Property and equipment, net in the Company’s consolidated balance sheets. Finance right-of-use assets are recorded net of accumulated amortization of $1.5 million as of June 30, 2019. (3) Included in Current portion of operating lease liabilities in the Company’s consolidated balance sheets. (4) Included in Accrued liabilities in the Company’s consolidated balance sheets. (5) Included in Long-term operating lease liabilities in the Company’s consolidated balance sheets. (6) Included in Other long-term liabilities in the Company’s consolidated balance sheets. |
Summary of lease cost | Three Months Ended Six Months Ended $s in thousands June 30, 2019 June 30, 2019 Operating lease cost (1) $ 1,713 $ 3,455 Finance lease cost: Amortization of leased assets (2) 248 476 Interest on lease liabilities (3) 30 50 Total $ 1,991 $ 3,981 (1) Included in Direct operating costs and Selling, general, and administrative expenses in the Company’s consolidated statements of operations. Operating lease cost includes short-term leases, excluding expenses relating to leases with a term of one month or less, which are not material. Operating lease cost excludes variable lease costs which are not material. (2) Included in Direct operating costs in the Company’s consolidated statements of operations. (3) Included in Interest expense in the Company’s consolidated statements of operations. |
Schedule of cash flow supplemental information | Six Months Ended $s in thousands June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,238 Operating cash flows from finance leases 50 Financing cash flows from finance leases 408 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,397 Right-of-use assets obtained in exchange for new finance lease liabilities 1,844 |
Summary of weighted-average remaining lease term and discount rate | June 30, 2019 Weighted-average remaining lease term (years): Operating leases 5.6 Finance leases 3.7 Weighted-average discount rate: Operating leases 4.38 % Finance leases 3.71 % |
Summary of future maturity of lease liability and its present value | Operating Finance $s in thousands Leases Leases Total 2019 (excluding the six months ended June 30, 2019) $ 2,936 $ 484 $ 3,420 2020 4,110 792 4,902 2021 3,663 619 4,282 2022 2,367 548 2,915 2023 1,886 612 2,498 Thereafter 5,157 354 5,511 Total $ 20,119 $ 3,409 $ 23,528 Less: Interest 2,634 303 2,937 Present value of lease liabilities $ 17,485 $ 3,106 $ 20,591 $s in thousands Payments 2019 $ 5,638 2020 3,644 2021 3,184 2022 1,885 2023 1,457 Thereafter 5,065 $ 20,873 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of changes in goodwill | Field & Environmental Industrial Services Services Accumulated Accumulated $s in thousands Gross Impairment Gross Impairment Total Balance at December 31, 2018 $ 162,816 $ (6,870) $ 51,231 $ — $ 207,177 Winnie purchase price allocation adjustment 2,586 — — — 2,586 Foreign currency translation 703 — — — 703 Balance at June 30, 2019 $ 166,105 $ (6,870) $ 51,231 $ — $ 210,466 |
Schedule of intangible assets, net | June 30, 2019 December 31, 2018 Accumulated Accumulated $s in thousands Cost Amortization Net Cost Amortization Net Amortizing intangible assets: Permits, licenses and lease $ 165,600 $ (16,817) $ 148,783 $ 164,840 $ (14,804) $ 150,036 Customer relationships 99,396 (28,948) 70,448 99,241 (25,676) 73,565 Technology - formulae and processes 6,951 (1,897) 5,054 6,672 (1,714) 4,958 Customer backlog 3,652 (1,839) 1,813 3,652 (1,656) 1,996 Developed software 2,894 (1,737) 1,157 2,884 (1,581) 1,303 Non-compete agreements 1,542 (1,076) 466 1,542 (875) 667 Internet domain and website 536 (142) 394 536 (128) 408 Database 387 (181) 206 384 (167) 217 Total amortizing intangible assets 280,958 (52,637) 228,321 279,751 (46,601) 233,150 Non-amortizing intangible assets: Permits and licenses 46,415 — 46,415 46,391 — 46,391 Tradename 130 — 130 125 — 125 Total intangible assets $ 327,503 $ (52,637) $ 274,866 $ 326,267 $ (46,601) $ 279,666 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
DEBT | |
Schedule of long-term debt | June 30, December 31, $s in thousands 2019 2018 Revolving credit facility $ 334,000 $ 364,000 Long-term debt $ 334,000 $ 364,000 |
Schedule of interest margins based on the total net leverage ratio | 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% |
CLOSURE AND POST-CLOSURE OBLI_2
CLOSURE AND POST-CLOSURE OBLIGATIONS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
CLOSURE AND POST-CLOSURE OBLIGATIONS | |
Schedule of changes to reported closure and post closure obligations | Three Months Ended Six Months Ended $s in thousands June 30, 2019 June 30, 2019 Closure and post-closure obligations, beginning of period $ 79,056 $ 78,363 Accretion expense 1,133 2,258 Payments (305) (775) Foreign currency translation 35 73 Closure and post-closure obligations, end of period 79,919 79,919 Less current portion (2,231) (2,231) Long-term portion $ 77,688 $ 77,688 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
EARNINGS PER SHARE | |
Schedule of earnings per share | Three Months Ended June 30, 2019 2018 $s and shares in thousands, except per share amounts Basic Diluted Basic Diluted Net income $ 15,491 $ 15,491 $ 13,220 $ 13,220 Weighted average basic shares outstanding 22,006 22,006 21,867 21,867 Dilutive effect of share-based awards 202 157 Weighted average diluted shares outstanding 22,208 22,024 Earnings per share $ 0.70 $ 0.70 $ 0.60 $ 0.60 Anti-dilutive shares excluded from calculation 92 58 Six Months Ended June 30, 2019 2018 $s and shares in thousands, except per share amounts Basic Diluted Basic Diluted Net income $ 23,534 $ 23,534 $ 22,463 $ 22,463 Weighted average basic shares outstanding 21,997 21,997 21,835 21,835 Dilutive effect of share-based awards 206 156 Weighted average diluted shares outstanding 22,203 21,991 Earnings per share $ 1.07 $ 1.06 $ 1.03 $ 1.02 Anti-dilutive shares excluded from calculation 86 76 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
EQUITY | |
Schedule of assumptions for determining the fair value for PSU awards using Monte Carlo simulation models | 2019 Stock price on grant date $ 58.40 Expected term 3.0 years Expected volatility 30 % Risk-free interest rate 2.5 % Expected dividend yield 1.1 % |
Summary of PSU, restricted stock and RSU activity | PSUs Restricted Stock RSUs Weighted Weighted Weighted Average Average Average Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Outstanding as of December 31, 2018 39,200 $ 55.48 74,988 $ 46.74 66,785 $ 53.77 Granted 17,111 58.20 27,800 62.59 33,020 56.21 Vested (13,600) 41.22 (39,234) 43.77 (26,362) 48.28 Cancelled, expired or forfeited — — — — (243) 45.66 Outstanding as of June 30, 2019 42,711 $ 61.11 63,554 $ 55.50 73,200 $ 56.88 |
Summary of stock option activity | Weighted Average Exercise Shares Price Outstanding as of December 31, 2018 236,503 $ 44.93 Granted 41,100 63.36 Exercised (3,246) 42.29 Cancelled, expired or forfeited (1,540) 43.55 Outstanding as of June 30, 2019 272,817 $ 47.74 Exercisable as of June 30, 2019 191,756 $ 43.83 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
OPERATING SEGMENTS | |
Summary of financial information of our reportable segments | Three Months Ended June 30, 2019 Field & Environmental Industrial $s in thousands Services Services Corporate Total Revenue $ 112,844 $ 42,958 $ — $ 155,802 Depreciation, amortization and accretion $ 10,377 $ 2,151 $ 597 $ 13,125 Capital expenditures $ 14,455 $ 2,059 $ 920 $ 17,434 Total assets $ 725,311 $ 167,985 $ 68,120 $ 961,416 Three Months Ended June 30, 2018 Field & Environmental Industrial $s in thousands Services Services Corporate Total Revenue $ 98,960 $ 37,952 $ — $ 136,912 Depreciation, amortization and accretion $ 8,676 $ 1,415 $ 330 $ 10,421 Capital expenditures $ 4,935 $ 1,849 $ 618 $ 7,402 Total assets $ 599,706 $ 126,797 $ 98,160 $ 824,663 Six Months Ended June 30, 2019 Field & Environmental Industrial $s in thousands Services Services Corporate Total Revenue $ 205,177 $ 81,662 $ — $ 286,839 Depreciation, amortization and accretion $ 20,003 $ 4,282 $ 901 $ 25,186 Capital expenditures $ 21,296 $ 2,108 $ 1,253 $ 24,657 Total assets $ 725,311 $ 167,985 $ 68,120 $ 961,416 Six Months Ended June 30, 2018 Field & Environmental Industrial $s in thousands Services Services Corporate Total Revenue $ 185,431 $ 71,540 $ — $ 256,971 Depreciation, amortization and accretion $ 17,186 $ 2,770 $ 446 $ 20,402 Capital expenditures $ 10,939 $ 2,887 $ 1,134 $ 14,960 Total assets $ 599,706 $ 126,797 $ 98,160 $ 824,663 |
Reconciliation of Net Income to Adjusted EBITDA and adjusted EBITDA by operating segment | Three Months Ended June 30, Six Months Ended June 30, $s in thousands 2019 2018 2019 2018 Net income $ 15,491 $ 13,220 $ 23,534 $ 22,463 Income tax expense 6,395 4,258 9,436 7,778 Interest expense 3,588 2,907 7,618 5,716 Interest income (202) (39) (409) (63) Foreign currency loss 384 139 523 153 Other income (122) (193) (232) (2,316) Property and equipment impairment charges — — 25 — Depreciation and amortization of plant and equipment 9,129 7,044 17,254 13,649 Amortization of intangible assets 2,863 2,296 5,674 4,598 Share-based compensation 1,245 1,011 2,467 2,079 Accretion and non-cash adjustment of closure & post-closure liabilities 1,133 1,081 2,258 2,155 Property insurance recoveries (4,500) — (9,153) — Adjusted EBITDA $ 35,404 $ 31,724 $ 58,995 $ 56,212 Adjusted EBITDA, by operating segment, is as follows: Three Months Ended June 30, Six Months Ended June 30, $s in thousands 2019 2018 2019 2018 Adjusted EBITDA: Environmental Services $ 47,056 $ 39,860 $ 82,316 $ 74,532 Field & Industrial Services 5,022 4,562 7,576 6,907 Corporate (16,674) (12,698) (30,897) (25,227) Total $ 35,404 $ 31,724 $ 58,995 $ 56,212 |
Schedule of long-lived assets by geographic location | June 30, December 31, $s in thousands 2019 2018 United States $ 481,301 $ 480,322 Canada 59,185 57,787 Total long-lived assets $ 540,486 $ 538,109 |
GENERAL (Details)
GENERAL (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Recently issued accounting pronouncements | |||
Operating lease, right-of-use asset | $ 17,575 | ||
Operating lease liability | $ 17,485 | ||
ASU 2016-02 | |||
Recently issued accounting pronouncements | |||
Practical expedients - Package | true | ||
Practical expedients - Land easements | true | ||
Practical expedients - Hindsight | false | ||
Operating lease, right-of-use asset | $ 18,100 | ||
Operating lease liability | $ 18,100 |
GENERAL - NRCG Merger (Details)
GENERAL - NRCG Merger (Details) | Jun. 23, 2019USD ($)item$ / sharesshares | Jun. 30, 2019$ / shares | Dec. 31, 2018$ / shares |
Acquisition | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
HoldCo | |||
Acquisition | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
HoldCo | US Ecology | |||
Acquisition | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Number of shares of stock to be received of Holdco for each share of stock held | shares | 1 | ||
Number of equity awards exchanged | item | 1 | ||
HoldCo | US Ecology | Treasury Stock | |||
Acquisition | |||
Acquisition price | $ | $ 0 | ||
HoldCo | NRCG | |||
Acquisition | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Number of shares of stock to be received of Holdco for each share of stock held | shares | 0.196 | ||
HoldCo | NRCG | Replacement warrants | |||
Acquisition | |||
Pre-Merger exercise price | $ 11.50 | ||
HoldCo | NRCG | 7.00% Series A Convertible Cumulative Preferred Stock | |||
Acquisition | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||
HoldCo | NRCG | Treasury Stock | |||
Acquisition | |||
Acquisition price | $ | $ 0 |
REVENUES (Details)
REVENUES (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | Dec. 31, 2018item | |
Disaggregation of revenue | |||||
Number of reportable segments | segment | 2 | ||||
Revenue | $ 155,802 | $ 136,912 | $ 286,839 | $ 256,971 | |
Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Number of service lines | item | 2 | ||||
Treatment and disposal | |||||
Disaggregation of revenue | |||||
Revenue | 93,512 | 80,995 | 174,021 | 156,351 | |
Transportation and Logistics | |||||
Disaggregation of revenue | |||||
Revenue | 35,225 | 28,465 | 56,937 | 47,877 | |
Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | 4,963 | 4,506 | 10,980 | 8,385 | |
Small Quantity Generation | |||||
Disaggregation of revenue | |||||
Revenue | 9,326 | 9,138 | 17,515 | 17,465 | |
Total Waste Management | |||||
Disaggregation of revenue | |||||
Revenue | 8,004 | 9,019 | 16,719 | 19,241 | |
Remediation | |||||
Disaggregation of revenue | |||||
Revenue | 889 | 3,968 | 2,616 | 6,158 | |
Emergency Response | |||||
Disaggregation of revenue | |||||
Revenue | 3,180 | 749 | 6,226 | 1,391 | |
Other | |||||
Disaggregation of revenue | |||||
Revenue | 703 | 72 | 1,825 | 103 | |
Operating Segment | Environmental Services | |||||
Disaggregation of revenue | |||||
Revenue | 112,844 | 98,960 | 205,177 | 185,431 | |
Operating Segment | Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | 42,958 | 37,952 | 81,662 | 71,540 | |
Operating Segment | Treatment and disposal | Environmental Services | |||||
Disaggregation of revenue | |||||
Revenue | 90,379 | 78,093 | 168,092 | 150,802 | |
Operating Segment | Treatment and disposal | Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | 3,133 | 2,902 | 5,929 | 5,549 | |
Operating Segment | Transportation and Logistics | Environmental Services | |||||
Disaggregation of revenue | |||||
Revenue | 22,465 | 20,867 | 37,085 | 34,629 | |
Operating Segment | Transportation and Logistics | Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | 12,760 | 7,598 | 19,852 | 13,248 | |
Operating Segment | Industrial Services | Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | 4,963 | 4,506 | 10,980 | 8,385 | |
Operating Segment | Small Quantity Generation | Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | 9,326 | 9,138 | 17,515 | 17,465 | |
Operating Segment | Total Waste Management | Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | 8,004 | 9,019 | 16,719 | 19,241 | |
Operating Segment | Remediation | Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | 889 | 3,968 | 2,616 | 6,158 | |
Operating Segment | Emergency Response | Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | 3,180 | 749 | 6,226 | 1,391 | |
Operating Segment | Other | Field and Industrial Services | |||||
Disaggregation of revenue | |||||
Revenue | $ 703 | $ 72 | $ 1,825 | $ 103 |
REVENUES - Treatment and Dispos
REVENUES - Treatment and Disposal Revenue (Details) - Treatment and disposal - T | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Event Business | ||||
Disaggregation of revenue | ||||
Threshold Tons of Non-recurring projects | 1,000 | |||
Revenue (in percent) | 23.00% | 19.00% | 19.00% | 18.00% |
Base Business | ||||
Disaggregation of revenue | ||||
Revenue (in percent) | 77.00% | 81.00% | 81.00% | 82.00% |
REVENUES - Geography (Details)
REVENUES - Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of revenue | ||||
Revenue | $ 155,802 | $ 136,912 | $ 286,839 | $ 256,971 |
United States | ||||
Disaggregation of revenue | ||||
Revenue | 128,743 | 122,869 | 244,806 | 231,443 |
Canada | ||||
Disaggregation of revenue | ||||
Revenue | 27,059 | 14,043 | 42,033 | 25,528 |
Operating Segment | Environmental Services | ||||
Disaggregation of revenue | ||||
Revenue | 112,844 | 98,960 | 205,177 | 185,431 |
Operating Segment | Environmental Services | United States | ||||
Disaggregation of revenue | ||||
Revenue | 85,785 | 84,917 | 163,144 | 159,903 |
Operating Segment | Environmental Services | Canada | ||||
Disaggregation of revenue | ||||
Revenue | 27,059 | 14,043 | 42,033 | 25,528 |
Operating Segment | Field and Industrial Services | ||||
Disaggregation of revenue | ||||
Revenue | 42,958 | 37,952 | 81,662 | 71,540 |
Operating Segment | Field and Industrial Services | United States | ||||
Disaggregation of revenue | ||||
Revenue | $ 42,958 | $ 37,952 | $ 81,662 | $ 71,540 |
REVENUES - Practical Expedients
REVENUES - Practical Expedients (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES | ||||
Deferred revenue recognized in revenue | $ 1.5 | $ 1.5 | $ 9 | $ 7.8 |
Revenue, Practical Expedient, Financing Component | true | |||
Revenue, Practical Expedient, Initial Application and Transition, Nonrestatement of Modified Contract | true |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Consideration paid and the fair value of assets acquired and liabilities assumed | ||
Goodwill | $ 210,466 | $ 207,177 |
Field and Industrial Services | ||
Consideration paid and the fair value of assets acquired and liabilities assumed | ||
Goodwill | 51,231 | 51,231 |
Winnie | ||
Consideration paid and the fair value of assets acquired and liabilities assumed | ||
Current assets | 1,860 | 1,923 |
Property and equipment | 3,976 | 6,300 |
Identifiable intangible assets | 66,500 | 66,600 |
Current liabilities | (755) | (755) |
Other liabilities | (512) | (512) |
Total identifiable net assets | 71,069 | 73,556 |
Goodwill | 16,159 | 13,573 |
Total purchase price | 87,228 | $ 87,129 |
Adjustments | ||
Current assets - adjustment | (63) | |
Property and equipment - adjustment | (2,324) | |
Identifiable intangible assets - adjustment | (100) | |
Total identifiable net assets - adjustment | (2,487) | |
Goodwill - adjustment | 2,586 | |
Total purchase price - adjustment | $ 99 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accumulated other comprehensive income (loss) | ||||
Beginning balances | $ 363,492 | $ 330,147 | $ 359,217 | $ 324,077 |
Ending balances | 376,759 | 340,300 | 376,759 | 340,300 |
Foreign Currency Translation | ||||
Accumulated other comprehensive income (loss) | ||||
Beginning balances | (14,697) | (8,603) | ||
Other comprehensive income (loss) before reclassifications, net of tax | 3,369 | (3,468) | ||
Other comprehensive income, net | 3,369 | (3,468) | ||
Ending balances | (11,328) | (12,071) | (11,328) | (12,071) |
Unrealized Gain (Loss) on Interest Rate Hedge | ||||
Accumulated other comprehensive income (loss) | ||||
Beginning balances | 906 | (501) | ||
Other comprehensive income (loss) before reclassifications, net of tax | (1,658) | 1,913 | ||
Amounts reclassified out of AOCI, net of tax | (210) | 310 | ||
Other comprehensive income, net | (1,868) | 2,223 | ||
Ending balances | (962) | 1,722 | (962) | 1,722 |
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated other comprehensive income (loss) | ||||
Beginning balances | (12,793) | (9,380) | (13,791) | (9,104) |
Other comprehensive income (loss) before reclassifications, net of tax | 1,711 | (1,555) | ||
Amounts reclassified out of AOCI, net of tax | (210) | 310 | ||
Other comprehensive income, net | 503 | (969) | 1,501 | (1,245) |
Ending balances | $ (12,290) | $ (10,349) | $ (12,290) | $ (10,349) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) -Reclassifications Line Items (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Reclassification adjustments | ||||
Interest expense | $ 3,588,000 | $ 2,907,000 | $ 7,618,000 | $ 5,716,000 |
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 | 509,000 | 509,000 | ||
Amounts in AOCI expected to be recognized over the next 12 months, net of taxes | 402,000 | 402,000 | ||
Unrealized Gain (Loss) on Interest Rate Hedge | Interest rate swap agreement | Reclassification out of accumulated other comprehensive income | ||||
Reclassification adjustments | ||||
Interest expense | 127,000 | 119,000 | 266,000 | 392,000 |
Interest expense, net of tax | $ 100,000 | $ 94,000 | $ 210,000 | $ 310,000 |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
RECEIVABLES | ||
Trade | $ 115,935 | $ 118,909 |
Unbilled revenue | 27,741 | 26,538 |
Other | 8,887 | 2,241 |
Total receivables | 152,563 | 147,688 |
Allowance for doubtful accounts | (2,526) | (2,998) |
Receivables, net | $ 150,037 | $ 144,690 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2014 |
Interest rate swap agreement | |||
Assets measured at fair value on a recurring basis | |||
Initial notional amount | $ 250,000 | ||
Recurring | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | $ 5,021 | $ 6,088 | |
Liabilities fair value disclosure | 1,217 | ||
Recurring | Interest rate swap agreement | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | 1,147 | ||
Liabilities fair value disclosure | 1,217 | ||
Recurring | Fixed-income securities | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | 4,203 | 4,157 | |
Recurring | Money market funds | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | 818 | 784 | |
Recurring | Quoted Prices in Active Markets (Level 1) | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | 2,797 | 2,345 | |
Recurring | Quoted Prices in Active Markets (Level 1) | Fixed-income securities | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | 1,979 | 1,561 | |
Recurring | Quoted Prices in Active Markets (Level 1) | Money market funds | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | 818 | 784 | |
Recurring | Other Observable Inputs (Level 2) | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | 2,224 | 3,743 | |
Liabilities fair value disclosure | 1,217 | ||
Recurring | Other Observable Inputs (Level 2) | Interest rate swap agreement | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | 1,147 | ||
Liabilities fair value disclosure | 1,217 | ||
Recurring | Other Observable Inputs (Level 2) | Fixed-income securities | |||
Assets measured at fair value on a recurring basis | |||
Assets fair value disclosure | $ 2,224 | $ 2,596 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT | |||||
Total property and equipment | $ 498,102 | $ 498,102 | $ 473,861 | ||
Accumulated depreciation and amortization | (232,482) | (232,482) | (215,418) | ||
Property and equipment, net | 265,620 | 265,620 | 258,443 | ||
Depreciation and amortization of plant and equipment | 9,129 | $ 7,044 | 17,254 | $ 13,649 | |
Cell development costs | |||||
PROPERTY AND EQUIPMENT | |||||
Total property and equipment | 147,059 | 147,059 | 146,155 | ||
Land and improvements | |||||
PROPERTY AND EQUIPMENT | |||||
Total property and equipment | 53,067 | 53,067 | 50,481 | ||
Buildings and improvements | |||||
PROPERTY AND EQUIPMENT | |||||
Total property and equipment | 91,743 | 91,743 | 91,358 | ||
Railcars | |||||
PROPERTY AND EQUIPMENT | |||||
Total property and equipment | 17,299 | 17,299 | 17,299 | ||
Vehicles and other equipment | |||||
PROPERTY AND EQUIPMENT | |||||
Total property and equipment | 162,388 | 162,388 | 154,014 | ||
Construction in progress | |||||
PROPERTY AND EQUIPMENT | |||||
Total property and equipment | $ 26,546 | $ 26,546 | $ 14,554 |
LEASES (Details)
LEASES (Details) | 6 Months Ended |
Jun. 30, 2019 | |
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) $ in Thousands | Jun. 30, 2019USD ($) |
Assets: | |
Operating lease assets | $ 17,575 |
Finance right-of-use lease assets | 3,028 |
Total | 20,603 |
Finance leased assets - accumulated amortization | 1,500 |
Liabilities: | |
Operating lease, current | 4,932 |
Finance lease, current | 837 |
Long-term operating lease liabilities | 12,553 |
Finance lease, long term | 2,269 |
Total | $ 20,591 |
LEASES - Lease cost (Details)
LEASES - Lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Lease cost | ||
Operating lease cost | $ 1,713 | $ 3,455 |
Amortization of leased assets | 248 | 476 |
Interest on lease liabilities | 30 | 50 |
Total | $ 1,991 | $ 3,981 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
LEASES | |
Operating cash flows from operating leases | $ 3,238 |
Operating cash flows from finance leases | 50 |
Financing cash flows from finance leases | 408 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 2,397 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 1,844 |
LEASES - Weighted-average remai
LEASES - Weighted-average remaining lease term and discount rate (Details) | Jun. 30, 2019 |
LEASES | |
Weighted-average remaining lease term, operating leases | 5 years 7 months 6 days |
Weighted-average remaining lease term, finance leases | 3 years 8 months 12 days |
Weighted-average discount rate, operating leases | 4.38% |
Weighted-average discount rate, finance leases | 3.71% |
LEASES - Future maturity of lea
LEASES - Future maturity of lease liability and its present value (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases | |
2019 (excluding the six months ended June 30, 2019) | $ 2,936 |
2020 | 4,110 |
2021 | 3,663 |
2022 | 2,367 |
2023 | 1,886 |
Thereafter | 5,157 |
Total | 20,119 |
Less: Interest | 2,634 |
Present Value of Lease Liabilities | 17,485 |
Finance Leases | |
2019 (excluding the six months ended June 30, 2019) | 484 |
2020 | 792 |
2021 | 619 |
2022 | 548 |
2023 | 612 |
Thereafter | 354 |
Total | 3,409 |
Less: Interest | 303 |
Present Value of Lease Liabilities | 3,106 |
Operating And Finance Leases | |
2019 (excluding the six months ended June 30, 2019) | 3,420 |
2020 | 4,902 |
2021 | 4,282 |
2022 | 2,915 |
2023 | 2,498 |
Thereafter | 5,511 |
Total | 23,528 |
Less: Interest | 2,937 |
Present Value of Lease Liabilities | $ 20,591 |
LEASES - Operating Leases (Deta
LEASES - Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Future minimum lease payments on non-cancellable operating leases | |
2019 | $ 5,638 |
2020 | 3,644 |
2021 | 3,184 |
2022 | 1,885 |
2023 | 1,457 |
Thereafter | 5,065 |
Total | $ 20,873 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Changes in goodwill | |
Balance at the beginning of the period | $ 207,177 |
Foreign currency translation | 703 |
Balance at the end of the period | 210,466 |
Winnie | |
Changes in goodwill | |
Balance at the beginning of the period | 13,573 |
Purchase price allocation adjustment | 2,586 |
Balance at the end of the period | 16,159 |
Environmental Services | |
Changes in goodwill | |
Balance at the beginning of the period | 162,816 |
Foreign currency translation | 703 |
Balance at the end of the period | 166,105 |
Accumulated Impairment | |
Accumulated impairment at the beginning | (6,870) |
Accumulated impairment at the ending | (6,870) |
Environmental Services | Winnie | |
Changes in goodwill | |
Purchase price allocation adjustment | 2,586 |
Field and Industrial Services | |
Changes in goodwill | |
Balance at the beginning of the period | 51,231 |
Balance at the end of the period | $ 51,231 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Intangible Assets | |||||
Amortizing intangible assets, Cost | $ 280,958 | $ 280,958 | $ 279,751 | ||
Accumulated amortization | (52,637) | (52,637) | (46,601) | ||
Amortizing intangible assets, Net | 228,321 | 228,321 | 233,150 | ||
Total intangible assets, cost | 327,503 | 327,503 | 326,267 | ||
Total intangible assets, net | 274,866 | 274,866 | 279,666 | ||
Amortization of intangible assets | 2,863 | $ 2,296 | 5,674 | $ 4,598 | |
Permits and licenses | |||||
Intangible Assets | |||||
Non-amortizing intangible assets | 46,415 | 46,415 | 46,391 | ||
Tradename | |||||
Intangible Assets | |||||
Non-amortizing intangible assets | 130 | 130 | 125 | ||
Permits, licenses and lease | |||||
Intangible Assets | |||||
Amortizing intangible assets, Cost | 165,600 | 165,600 | 164,840 | ||
Accumulated amortization | (16,817) | (16,817) | (14,804) | ||
Amortizing intangible assets, Net | 148,783 | 148,783 | 150,036 | ||
Customer relationships | |||||
Intangible Assets | |||||
Amortizing intangible assets, Cost | 99,396 | 99,396 | 99,241 | ||
Accumulated amortization | (28,948) | (28,948) | (25,676) | ||
Amortizing intangible assets, Net | 70,448 | 70,448 | 73,565 | ||
Technology - formulae and processes | |||||
Intangible Assets | |||||
Amortizing intangible assets, Cost | 6,951 | 6,951 | 6,672 | ||
Accumulated amortization | (1,897) | (1,897) | (1,714) | ||
Amortizing intangible assets, Net | 5,054 | 5,054 | 4,958 | ||
Customer backlog | |||||
Intangible Assets | |||||
Amortizing intangible assets, Cost | 3,652 | 3,652 | 3,652 | ||
Accumulated amortization | (1,839) | (1,839) | (1,656) | ||
Amortizing intangible assets, Net | 1,813 | 1,813 | 1,996 | ||
Developed software | |||||
Intangible Assets | |||||
Amortizing intangible assets, Cost | 2,894 | 2,894 | 2,884 | ||
Accumulated amortization | (1,737) | (1,737) | (1,581) | ||
Amortizing intangible assets, Net | 1,157 | 1,157 | 1,303 | ||
Non-compete agreements | |||||
Intangible Assets | |||||
Amortizing intangible assets, Cost | 1,542 | 1,542 | 1,542 | ||
Accumulated amortization | (1,076) | (1,076) | (875) | ||
Amortizing intangible assets, Net | 466 | 466 | 667 | ||
Internet domain and website | |||||
Intangible Assets | |||||
Amortizing intangible assets, Cost | 536 | 536 | 536 | ||
Accumulated amortization | (142) | (142) | (128) | ||
Amortizing intangible assets, Net | 394 | 394 | 408 | ||
Database | |||||
Intangible Assets | |||||
Amortizing intangible assets, Cost | 387 | 387 | 384 | ||
Accumulated amortization | (181) | (181) | (167) | ||
Amortizing intangible assets, Net | $ 206 | $ 206 | $ 217 |
DEBT - Schedule (Details)
DEBT - Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Long-term debt | ||
Long-term debt | $ 334,000 | $ 364,000 |
2017 Revolving Credit Facility | ||
Long-term debt | ||
Loan amount | $ 334,000 | $ 364,000 |
DEBT - Paragraph (Details)
DEBT - Paragraph (Details) $ in Thousands | Apr. 18, 2017USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Sweep Arrangements | |||
DEBT | |||
Advances outstanding | $ 0 | ||
2017 Revolving Credit Facility | |||
DEBT | |||
Maximum borrowing capacity | $ 500,000 | ||
Loan amount | 334,000 | $ 364,000 | |
Contractual term | 5 years | ||
Accordion feature | $ 200,000 | ||
Amount outstanding | 334,000 | ||
Potential term loan | $ 400,000 | ||
Effective interest rate (as a percent) | 3.61% | ||
Amount of debt hedged | $ 160,000 | ||
Availability for borrowings under line of credit | 160,300 | ||
Line of credit issued in the form of a standby letters of credit | $ 5,700 | ||
Voting equity interest in foreign subsidiaries pledged as security (as a percent) | 65.00% | ||
Non-voting equity interest in foreign subsidiaries pledged as security (as a percent) | 100.00% | ||
Equity interest in domestic subsidiaries pledged as security (as a percent) | 100.00% | ||
Debt instrument hedged (as a percent) | 48.00% | ||
Total leverage ratio | 3.50 | ||
Interest coverage ratio | 3 | ||
2017 Revolving Credit Facility | Minimum | |||
DEBT | |||
Commitment fee (as a percent) | 0.175% | ||
2017 Revolving Credit Facility | Maximum | |||
DEBT | |||
Commitment fee (as a percent) | 0.35% | ||
2017 Revolving Credit Facility | Equal To Or Greater Than 3.25 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 3.25 | ||
2017 Revolving Credit Facility | Equal To Or Greater Than 2.50 to 1.00, But Less Than 3.25 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 2.50 | ||
Maximum consolidated senior secured leverage ratio | 3.25 | ||
2017 Revolving Credit Facility | Equal To Or Greater Than 1.75 to 1.00, But Less Than 2.50 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 1.75 | ||
Maximum consolidated senior secured leverage ratio | 2.50 | ||
2017 Revolving Credit Facility | Equal To Or Greater Than 1.00 to 1.00, But Less Than 1.75 to 1.00 | |||
DEBT | |||
Minimum consolidated senior secured leverage ratio | 1 | ||
Maximum consolidated senior secured leverage ratio | 1.75 | ||
2017 Revolving Credit Facility | Less Than 1.00 to 1.00 | |||
DEBT | |||
Maximum consolidated senior secured leverage ratio | 1 | ||
2017 Revolving Credit Facility | LIBOR | Equal To Or Greater Than 3.25 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 2.00% | ||
2017 Revolving Credit Facility | 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% | ||
2017 Revolving Credit Facility | 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% | ||
2017 Revolving Credit Facility | 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% | ||
2017 Revolving Credit Facility | LIBOR | Less Than 1.00 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 1.00% | ||
2017 Revolving Credit Facility | Base rate | Equal To Or Greater Than 3.25 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 1.00% | ||
2017 Revolving Credit Facility | 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% | ||
2017 Revolving Credit Facility | 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% | ||
2017 Revolving Credit Facility | 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% | ||
2017 Revolving Credit Facility | Base rate | Less Than 1.00 to 1.00 | |||
DEBT | |||
Percentage points added to the reference rate | 0.00% | ||
2017 Credit Agreement, Letter Of Credit | |||
DEBT | |||
Maximum borrowing capacity | $ 75,000 | $ 75,000 | |
2017 Credit Agreement, Swingline Loans | |||
DEBT | |||
Maximum borrowing capacity | $ 25,000 | ||
2017 Credit Agreement, Swingline Loans | Sweep Arrangements | |||
DEBT | |||
Maximum borrowing capacity | $ 25,000 |
CLOSURE AND POST-CLOSURE OBLI_3
CLOSURE AND POST-CLOSURE OBLIGATIONS - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Changes to reported closure and post-closure obligations | ||||
Closure and post-closure obligations, beginning of period | $ 79,056 | $ 78,363 | ||
Accretion expense | 1,133 | 2,258 | $ 2,155 | |
Payments | (305) | (775) | ||
Adjustments | 35 | 73 | ||
Closure and post-closure obligations, end of period | 79,919 | 79,919 | ||
Less current portion | (2,231) | (2,231) | $ (2,266) | |
Long-term portion | $ 77,688 | $ 77,688 | $ 76,097 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
INCOME TAXES | |||||
Effective tax rate (as a percent) | 29.20% | 24.40% | 28.60% | 25.70% | |
Unrecognized Tax Benefits | $ 616 | $ 616 | $ 555 | ||
Possible reduction in the provision for income taxes if the unrecognized tax benefits were recognized | $ 544 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
EARNINGS PER SHARE | ||||
Net income | $ 15,491 | $ 13,220 | $ 23,534 | $ 22,463 |
Basic | ||||
Weighted average basic shares outstanding | 22,006 | 21,867 | 21,997 | 21,835 |
Earnings per share (in dollars per share) | $ 0.70 | $ 0.60 | $ 1.07 | $ 1.03 |
Diluted | ||||
Net income, diluted | $ 15,491 | $ 13,220 | $ 23,534 | $ 22,463 |
Dilutive effect of share-based awards (in shares) | 202 | 157 | 206 | 156 |
Weighted average diluted shares outstanding | 22,208 | 22,024 | 22,203 | 21,991 |
Earnings per share (in dollars per share) | $ 0.70 | $ 0.60 | $ 1.06 | $ 1.02 |
Anti-dilutive shares excluded from calculation | 92 | 58 | 86 | 76 |
EQUITY - Stock Repurchase Progr
EQUITY - Stock Repurchase Program (Details) $ in Millions | Jun. 01, 2016USD ($) |
EQUITY | |
Authorized repurchase amount of outstanding common stock | $ 25 |
EQUITY - Omnibus Incentive Plan
EQUITY - Omnibus Incentive Plan (Details) - Omnibus Plan - shares | Jun. 30, 2019 | May 27, 2015 |
Stock-Based Compensation Plans | ||
Number of shares authorized for grant | 1,500,000 | |
Number of shares available for future grant | 873,117 |
EQUITY - PSUs, Restricted Stock
EQUITY - PSUs, Restricted Stock and RSU (Details) - USD ($) | Mar. 01, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Assumptions used in Monte Carlo simulation | |||
Common stock, shares issued | 22,089,000 | 22,040,000 | |
PSUs | |||
Stock-Based Compensation Plans | |||
Number of common shares each PSU represents (in shares) | 1 | ||
Vesting period | 3 years | ||
Shares | |||
Outstanding at the beginning of the year (in shares) | 39,200 | ||
Granted (in shares) | 17,111 | 17,111 | |
Vested (in shares) | (13,600) | ||
Outstanding at the end of the year (in shares) | 42,711 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 55.48 | ||
Granted (in dollars per share) | $ 58.20 | 58.20 | |
Vested (in dollars per share) | 41.22 | ||
Outstanding at the end of the period (in dollars per share) | $ 61.11 | ||
Assumptions used in Monte Carlo simulation | |||
Stock price on grant date | $ 58.40 | ||
Expected term (years) | 3 years | ||
Expected volatility (as a percent) | 30.00% | ||
Risk-free interest rate (as a percent) | 2.50% | ||
Expected dividend yield (as a percent) | 1.10% | ||
Common stock, shares issued | 19,414 | ||
PSUs | Minimum | |||
Stock-Based Compensation Plans | |||
Percentage payout rate | 0.00% | ||
PSUs | Maximum | |||
Stock-Based Compensation Plans | |||
Percentage payout rate | 300.00% | ||
Restricted stock | |||
Shares | |||
Outstanding at the beginning of the year (in shares) | 74,988 | ||
Granted (in shares) | 27,800 | ||
Vested (in shares) | (39,234) | ||
Outstanding at the end of the year (in shares) | 63,554 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 46.74 | ||
Granted (in dollars per share) | 62.59 | ||
Vested (in dollars per share) | 43.77 | ||
Outstanding at the end of the period (in dollars per share) | $ 55.50 | ||
RSUs | |||
Shares | |||
Outstanding at the beginning of the year (in shares) | 66,785 | ||
Granted (in shares) | 33,020 | ||
Vested (in shares) | (26,362) | ||
Cancelled, expired or forfeited (in shares) | (243) | ||
Outstanding at the end of the year (in shares) | 73,200 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 53.77 | ||
Granted (in dollars per share) | 56.21 | ||
Vested (in dollars per share) | 48.28 | ||
Cancelled, expired or forfeited (in dollars per share) | 45.66 | ||
Outstanding at the end of the period (in dollars per share) | $ 56.88 |
EQUITY - Stock Options (Details
EQUITY - Stock Options (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Additional disclosures | |
Number of options exercised via net share settlement | 2,252 |
Stock options | |
Shares | |
Outstanding at the beginning of the period (in shares) | 236,503 |
Granted (in shares) | 41,100 |
Exercised (in shares) | (3,246) |
Cancelled, expired or forfeited (in shares) | (1,540) |
Outstanding at the end of the period (in shares) | 272,817 |
Exercisable at the end of the period (in shares) | 191,756 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 44.93 |
Granted (in dollars per share) | $ / shares | 63.36 |
Exercised (in dollars per share) | $ / shares | 42.29 |
Cancelled, expired or forfeited (in dollars per share) | $ / shares | 43.55 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 47.74 |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 43.83 |
EQUITY - Treasury Stock (Detail
EQUITY - Treasury Stock (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Treasury Stock | ||||
Issuance of restricted stock from treasury stock (in shares) | 7,800 | |||
Average cost (in dollars per share) | $ 57.77 | $ 57.77 | ||
Repurchase of common stock (in shares) | 14,462 | |||
Average cost of repurchase (in dollars per share) | $ 63.34 | |||
Dividends | ||||
Dividends paid per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.36 | $ 0.36 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Litigation and Regulatory Proceedings (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 17, 2018item | |
Litigation and Regulatory Proceedings | ||||
Insurance proceeds from damaged property and equipment | $ 9,500,000 | |||
Property insurance recoveries | $ 4,500,000 | 9,153,000 | ||
Explosion at the Grand View, Idaho Facility | ||||
Litigation and Regulatory Proceedings | ||||
Number of fatalities | item | 1 | |||
Estimated liability | $ 0 | |||
Insurance proceeds from damaged property and equipment | 9,500,000 | |||
Property insurance recoveries | $ 9,200,000 |
OPERATING SEGMENTS - Summarized
OPERATING SEGMENTS - Summarized Financial Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
OPERATING SEGMENTS | |||||
Number of reportable segments | segment | 2 | ||||
Revenue | $ 155,802 | $ 136,912 | $ 286,839 | $ 256,971 | |
Depreciation, amortization and accretion | 13,125 | 10,421 | 25,186 | 20,402 | |
Capital expenditures | 17,434 | 7,402 | 24,657 | 14,960 | |
Total assets | 961,416 | 824,663 | 961,416 | 824,663 | $ 947,898 |
Treatment and disposal | |||||
OPERATING SEGMENTS | |||||
Revenue | 93,512 | 80,995 | 174,021 | 156,351 | |
Transportation and Logistics | |||||
OPERATING SEGMENTS | |||||
Revenue | 35,225 | 28,465 | 56,937 | 47,877 | |
Remediation | |||||
OPERATING SEGMENTS | |||||
Revenue | 889 | 3,968 | 2,616 | 6,158 | |
Other | |||||
OPERATING SEGMENTS | |||||
Revenue | 703 | 72 | 1,825 | 103 | |
Corporate | |||||
OPERATING SEGMENTS | |||||
Depreciation, amortization and accretion | 597 | 330 | 901 | 446 | |
Capital expenditures | 920 | 618 | 1,253 | 1,134 | |
Total assets | 68,120 | 98,160 | 68,120 | 98,160 | |
Environmental Services | Operating Segment | |||||
OPERATING SEGMENTS | |||||
Revenue | 112,844 | 98,960 | 205,177 | 185,431 | |
Depreciation, amortization and accretion | 10,377 | 8,676 | 20,003 | 17,186 | |
Capital expenditures | 14,455 | 4,935 | 21,296 | 10,939 | |
Total assets | 725,311 | 599,706 | 725,311 | 599,706 | |
Environmental Services | Operating Segment | Treatment and disposal | |||||
OPERATING SEGMENTS | |||||
Revenue | 90,379 | 78,093 | 168,092 | 150,802 | |
Environmental Services | Operating Segment | Transportation and Logistics | |||||
OPERATING SEGMENTS | |||||
Revenue | 22,465 | 20,867 | 37,085 | 34,629 | |
Field and Industrial Services | Operating Segment | |||||
OPERATING SEGMENTS | |||||
Revenue | 42,958 | 37,952 | 81,662 | 71,540 | |
Depreciation, amortization and accretion | 2,151 | 1,415 | 4,282 | 2,770 | |
Capital expenditures | 2,059 | 1,849 | 2,108 | 2,887 | |
Total assets | 167,985 | 126,797 | 167,985 | 126,797 | |
Field and Industrial Services | Operating Segment | Treatment and disposal | |||||
OPERATING SEGMENTS | |||||
Revenue | 3,133 | 2,902 | 5,929 | 5,549 | |
Field and Industrial Services | Operating Segment | Transportation and Logistics | |||||
OPERATING SEGMENTS | |||||
Revenue | 12,760 | 7,598 | 19,852 | 13,248 | |
Field and Industrial Services | Operating Segment | Remediation | |||||
OPERATING SEGMENTS | |||||
Revenue | 889 | 3,968 | 2,616 | 6,158 | |
Field and Industrial Services | Operating Segment | Other | |||||
OPERATING SEGMENTS | |||||
Revenue | $ 703 | $ 72 | $ 1,825 | $ 103 |
OPERATING SEGMENTS - Reconcilia
OPERATING SEGMENTS - Reconciliation of EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Reconciliation of Net Income to Adjusted EBITDA | ||||
Net income | $ 15,491 | $ 13,220 | $ 23,534 | $ 22,463 |
Income tax expense | 6,395 | 4,258 | 9,436 | 7,778 |
Interest expense | 3,588 | 2,907 | 7,618 | 5,716 |
Interest income | (202) | (39) | (409) | (63) |
Foreign currency loss | 384 | 139 | 523 | 153 |
Other income | (122) | (193) | (232) | (2,316) |
Property and equipment impairment charges | 25 | |||
Depreciation and amortization of plant and equipment | 9,129 | 7,044 | 17,254 | 13,649 |
Amortization of intangibles assets | 2,863 | 2,296 | 5,674 | 4,598 |
Share-based compensation | 1,245 | 1,011 | 2,467 | 2,079 |
Accretion and non-cash adjustment of closure & post-closure liabilities | 1,133 | 1,081 | 2,258 | 2,155 |
Property insurance recoveries | (4,500) | (9,153) | ||
Adjusted EBITDA | 35,404 | 31,724 | 58,995 | 56,212 |
Operating Segment | Environmental Services | ||||
Reconciliation of Net Income to Adjusted EBITDA | ||||
Adjusted EBITDA | 47,056 | 39,860 | 82,316 | 74,532 |
Operating Segment | Field and Industrial Services | ||||
Reconciliation of Net Income to Adjusted EBITDA | ||||
Adjusted EBITDA | 5,022 | 4,562 | 7,576 | 6,907 |
Corporate | ||||
Reconciliation of Net Income to Adjusted EBITDA | ||||
Adjusted EBITDA | $ (16,674) | $ (12,698) | $ (30,897) | $ (25,227) |
OPERATING SEGMENTS - Revenue an
OPERATING SEGMENTS - Revenue and Long-lived Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | $ 540,486 | $ 538,109 |
United States | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | 481,301 | 480,322 |
Canada | ||
Revenue and Long-Lived Assets Outside of the United States | ||
Total long- lived assets | $ 59,185 | $ 57,787 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands, $ in Millions | Aug. 01, 2019CAD ($) | Jul. 26, 2019USD ($) | Jul. 01, 2019$ / shares | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) |
Subsequent events | |||||
Payments of Ordinary Dividends, Common Stock | $ 7,942 | $ 7,884 | |||
Subsequent events | |||||
Subsequent events | |||||
Quarterly dividend declared (in dollars per share) | $ / shares | $ 0.18 | ||||
Payments of Ordinary Dividends, Common Stock | $ 4,000 | ||||
W.I.S.E. Environmental Services Inc. | Subsequent events | |||||
Subsequent events | |||||
Percentage of shares acquired | 100.00% | ||||
Acquisition price | $ 23.5 |