0000045876false00000458762024-05-022024-05-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 2, 2024
 
Enviri Corporation
(Exact name of registrant as specified in its charter)
 
Delaware001-0397023-1483991
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
 
Two Logan Square
100-120 North 18th Street, 17th Floor,
Philadelphia, Pennsylvania
19103
(Address of principal executive offices)(Zip Code)
 
Registrant’s telephone number, including area code (267) 857-8715
 
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $1.25 per shareNVRINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02     Results of Operations and Financial Condition.
On May 2, 2024, Enviri Corporation (the “Company”) issued a press release announcing its earnings for the first quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1.
The information is being furnished in this report and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
The following exhibits are furnished as part of the Current Report on Form 8-K:


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Enviri Corporation
Date:
May 2, 2024
/s/ TOM VADAKETH
Tom Vadaketh
Senior Vice President and Chief Financial Officer






                    Exhibit 99.1
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Investor ContactMedia Contact
David MartinMaura Pfeiffer
+1.267.946.1407+1.267.964.1868
dmartin@enviri.commpfeiffer@enviri.com

FOR IMMEDIATE RELEASE


ENVIRI CORPORATION REPORTS FIRST QUARTER 2024 RESULTS


•Harsco Rail Now Reported Within Continuing Operations As Sales Process is Paused

•First Quarter Revenues Totaled $600 Million, an Increase of 7 Percent Over the Prior-Year Quarter

•Q1 GAAP Operating Income of $26 Million

•Adjusted EBITDA in Q1 Totaled $78 million, an Increase of 19 Percent Over the Prior-Year Quarter

•Harsco Environmental and Clean Earth Adjusted Earnings Growth (Year-on-Year) Exceeded Prior Guidance for the Quarter

•2024 Adjusted EBITDA Now Expected to be Within Range of $325 Million and $342 Million Including Harsco Rail

PHILADELPHIA (May 2, 2024) - Enviri Corporation (NYSE: NVRI) today reported first quarter 2024 results. Revenues in the first quarter of 2024 totaled $600 million, an increase of 7 percent compared with the comparable quarter in 2023. GAAP operating income from continuing operations for the first quarter of 2024 was $26 million and Adjusted EBITDA was $78 million in the quarter, an increase of 19 percent over the prior-year quarter.



On a U.S. GAAP ("GAAP") basis, the first quarter of 2024 diluted loss per share from continuing operations was $0.21, after strategic expenses and a long-lived asset adjustment in Harsco Rail. The adjusted diluted loss per share from continuing operations in the first quarter of 2024 was $0.03. These figures compare with first quarter of 2023 GAAP diluted loss per share from continuing operations of $0.11, including a net gain on a lease to relocate a site, and adjusted diluted loss per share from continuing operations of $0.10.

“Enviri delivered another quarter of strong performance, as we continue to benefit from firm demand for our environmental solutions and solid execution by our team,” said Enviri Chairman and CEO Nick Grasberger. “Our results were supported by healthy underlying volumes in key end-markets and favorable cost performance relative to our earlier expectations, supported by internal efficiency initiatives. We expect that business performance will remain strong in the coming quarters and our 2024 outlook for Clean Earth and Harsco Environmental (cash earnings and cash flow) remains largely consistent with the guidance provided in February."

“While Enviri continues to pursue a strategy focused on environmental solutions, we have announced we're including Rail again within continuing operations. Rail’s performance has improved in recent quarters following significant internal improvements and the Board determined that a divestiture at this time would not maximize shareholder value. Our 2024 outlook for Rail is also positive, and we anticipate its earnings and cash flows will strengthen in the future as we work to further simplify and de-risk the business. We will continue to optimize our portfolio and believe that executing on our strategic initiatives, along with our focus on deleveraging and stronger cash flow, will create increased value for shareholders.”

Enviri Corporation—Selected First Quarter Results
($ in millions, except per share amounts)Q1 2024Q1 2023
Revenues$600 $561 
Operating income/(loss) from continuing operations - GAAP$26 $32 
Diluted EPS from continuing operations - GAAP$(0.21)$(0.11)
Adjusted EBITDA - Non GAAP$78 $66 
Adjusted EBITDA margin - Non GAAP13.0 %11.7 %
Adjusted diluted EPS from continuing operations - Non GAAP $(0.03)$(0.10)
Note: Adjusted diluted earnings (loss) per share from continuing operations and adjusted EBITDA details presented throughout this release are adjusted for unusual items; in addition, adjusted diluted earnings per share from continuing operations is adjusted for acquisition-related amortization expense. See below for definition of these non-GAAP measures and reconciliations to the most directly comparable GAAP financial measures.

Consolidated First Quarter Operating Results
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Consolidated revenues from continuing operations were $600 million, an increase of 7 percent compared with the prior-year quarter. Each of the Company's business segments realized an increase in revenues compared to the first quarter of 2023. Foreign currency translation negatively impacted first quarter 2024 revenues by approximately $2 million compared with the prior-year period.

The Company's GAAP operating income from continuing operations was $26 million for the first quarter of 2024, compared with GAAP operating income of $32 million in the same quarter of 2023. Meanwhile, adjusted EBITDA totaled $78 million in the first quarter of 2024 versus $66 million in the first quarter of the prior year, an increase of 19 percent, with this increase driven by performance in the Harsco Environmental and Clean Earth segments.

First Quarter Business Review

Harsco Environmental
($ in millions)Q1 2024Q1 2023
Revenues$299 $273 
Operating income - GAAP$20 $22 
Adjusted EBITDA - Non GAAP$49 $44 
Adjusted EBITDA margin - Non GAAP16.5 %16.1 %

Harsco Environmental revenues totaled $299 million in the first quarter of 2024, an increase of 9 percent compared with the prior-year quarter. This increase is attributable to higher services and products demand and price increases. The segment's GAAP operating income and adjusted EBITDA totaled $20 million and $49 million, respectively, in the first quarter of 2024. These figures compare with GAAP operating earnings of $22 million and adjusted EBITDA of $44 million in the prior-year period. The year-on-year increase in adjusted earnings of 12 percent reflects the above mentioned impacts, partially offset by related compensation and other spending as well as currency impacts. As a result, Harsco Environmental's adjusted EBITDA margin increased to 16.5 percent in the first quarter of 2024 versus 16.1 percent in the comparable quarter of 2023.

Clean Earth
($ in millions)Q1 2024Q1 2023
Revenues$226 $222 
Operating income - GAAP$21 $16 
Adjusted EBITDA - Non GAAP$34 $27 
Adjusted EBITDA margin - Non GAAP15.1 %12.3 %

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Clean Earth revenues totaled $226 million in the first quarter of 2024, a 2 percent increase over the prior-year quarter as a result mainly of higher services pricing. The segment's GAAP operating income was $21 million and adjusted EBITDA was $34 million in the first quarter of 2024. These figures compare with GAAP operating income of $16 million and adjusted EBITDA of $27 million in the prior-year period. The year-on-year improvement in adjusted earnings of 25 percent reflects higher pricing as well as internal efficiency initiatives. As a result, Clean Earth's adjusted EBITDA margin increased to 15.1 percent in the first quarter of 2024 versus 12.3 percent in the comparable quarter of 2023.

Harsco Rail
($ in millions)Q1 2024Q1 2023
Revenues$75 $65 
Operating income - GAAP$(9)$2 
Adjusted EBITDA - Non GAAP$2 $2 
Adjusted EBITDA margin - Non GAAP2.7 %2.8 %

Harsco Rail revenues totaled $75 million in the first quarter of 2024, a 16% increase over the prior-year quarter. This change is principally due to higher equipment and contracting services demand, partially offset by lower aftermarket volumes. The segment's GAAP operating loss was $9 million and adjusted EBITDA was $2 million in the first quarter of 2024. These figures compare with GAAP operating income and adjusted EBITDA of $2 million in the prior-year period. The year-on-year change in adjusted earnings reflects the above mentioned factors as well as a less-favorable business mix.

Divestiture Process for Harsco Rail
The Company's evaluation of strategic alternatives for Harsco Rail has not yielded a transaction structure and financial terms that are acceptable to Enviri. While the Company received substantial interest for the business over the course of its strategic review process, following a thorough review and evaluation of the proposals, the Board concluded that none of the proposals would maximize value and be in the best interests of the Company or its shareholders.

Harsco Rail is a strong business with market-leading product capabilities. Its core business is performing well, and the outlook is positive. A finite number of large ETO (engineered to order) contracts continue to weigh on Harsco Rail's operations as well as its earnings and cash performance. While there has been substantial progress to stabilize these contracts, further improvements are needed, including through ongoing commercial discussions which are expected in the coming quarters. Realizing these and other improvements are a priority for the business, and Enviri is committed to evaluating the strategic direction for Harsco Rail in the future, as appropriate.

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Cash Flow
Net cash provided by operating activities was $1 million in the first quarter of 2024, compared with net cash provided by operating activities of $37 million in the prior-year period. Adjusted free cash flow was $(17) million in the first quarter of 2024, compared with $16 million in the prior-year period. The change in adjusted free cash flow compared with the prior-year quarter is attributable to the timing of incentive compensation payments and working capital movements.

2024 Outlook
The Company's 2024 guidance continues to point to earnings growth compared with 2023, with this outlook supported by stable economic conditions as well as internal growth and improvement initiatives. Relative to prior guidance in February, this outlook now incorporates Harsco Rail. In addition, it reflects an improved outlook for Clean Earth as a result of greater business visibility and lower operating costs. These impacts are partially offset by a revised outlook for Harsco Environmental, where an improved underlying operating result for the year is offset by negative currency effects compared to February guidance and the sale of Performix Metallurgical Additives on April 1.

Key business drivers for each segment as well as other 2024 guidance details are below (prior period segment information including Harsco Rail within Continuing Operations is included in this press release):

Harsco Environmental adjusted EBITDA is projected to be comparable with prior-year results. Higher services volumes and pricing, site improvement initiatives and new contracts are expected to be partially offset by lower commodities, currency impacts and certain product volumes as well as personnel investments and the sale of Performix.

Clean Earth adjusted EBITDA is expected to increase versus 2023 as a result of higher services pricing (net of inflation), efficiency initiatives and higher volumes, offsetting the impacts of a less favorable project-related business mix as well as certain other 2023 items not repeating (Stericycle settlement).

Harsco Rail adjusted EBITDA is expected to increase versus 2023 as a result of higher demand and pricing for standard equipment offerings, technology products and contracted services, partially offset by lower contributions from aftermarket parts (volume and product mix driven).

Corporate spending is anticipated to be comparable with 2023 (considers that a portion of Corporate costs are again allocated to Harsco Rail in both periods).

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2024 Full Year OutlookCurrent (including Harsco Rail)Prior (Excluding Harsco Rail)
GAAP Operating Income$136 - $153 million$122 - $142 million
Adjusted EBITDA$325 - $342 million$300 - $320 million
GAAP Diluted Earnings/(Loss) Per Share from Continuing Operations$(0.26) - $(0.47)$(0.28) - $(0.52)
Adjusted Diluted Earnings/(Loss) Per Share from Continuing Operations$0.12 - $(0.09)$(0.00) - $(0.25)
Adjusted Free Cash Flow$10 - $30 million$20 - $40 million
Net Interest Expense$106 - $111 million$103 - $108 million
Account Receivable Securitization Fees$10 - $11 million$10 - $11 million
Pension Expense (Non-Operating)$17 million$17 million
Tax Expense, Excluding Any Unusual Items$28 - $33 million$23 - $29 million
Net Capital Expenditures$130 - $140 million$130 - $140 million
Q2 2024 Outlook
GAAP Operating Income$33 - $40 million
Adjusted EBITDA$78 - $85 million
GAAP Diluted Earnings/(Loss) Per Share from Continuing Operations$(0.04) - $(0.11)
Adjusted Diluted Earnings/(Loss) Per Share from Continuing Operations$0.03 - $(0.05)

Conference Call
The Company will hold a conference call today at 9:00 a.m. Eastern Time to discuss its results and respond to questions from the investment community. Those who wish to listen to the conference call webcast should visit the Investor Relations section of the Company’s website at www.enviri.com. The live call also can be accessed by dialing (833) 630-1956, or (412) 317-1837 for international callers. Please ask to join the Enviri Corporation call. Listeners are advised to dial in approximately ten minutes prior to the call. If you are unable to listen to the live call, the webcast will be archived on the Company’s website.

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Forward-Looking Statements
The nature of the Company's business, together with the number of countries in which it operates, subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the "safe harbor" provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements about management's confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "outlook," "plan," "contemplate," "project" or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) the Company's ability to successfully enter into new contracts and complete new acquisitions, divestitures, or strategic ventures in the time-frame contemplated or at all, including the Company's ability to divest the Rail business; (2) the Company’s inability to comply with applicable environmental laws and regulations; (3) the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements; (4) various economic, business, and regulatory risks associated with the waste management industry; (5) the seasonal nature of the Company's business; (6) risks caused by customer concentration, the long-term nature of customer contracts, and the competitive nature of the industries in which the Company operates; (7) the outcome of any disputes with customers, contractors and subcontractors; (8) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability; (9) higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage; (10) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (11) the Company's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners; (12) the Company’s ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company’s services, disruptions associated with labor disputes, and increased operating costs associated with union organizations; (13) the Company's inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates; (14) failure
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to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure; (15) changes in the worldwide business environment in which the Company operates, including changes in general economic and industry conditions and cyclical slowdowns; (16) fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business; (17) unforeseen business disruptions in one or more of the many countries in which the Company operates due to changes in economic conditions, changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; political instability, civil disobedience, armed hostilities, public health issues or other calamities; (18) liability for and implementation of environmental remediation matters; (19) product liability and warranty claims associated with the Company’s operations; (20) the Company’s ability to comply with financial covenants and obligations to financial counterparties; (21) the Company’s outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates; (22) tax liabilities and changes in tax laws; (23) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company's pension plans and the accounting for pension assets, liabilities and expenses; (24) risk and uncertainty associated with intangible assets; and the other risk factors listed from time to time in the Company's SEC reports. A further discussion of these, along with other potential risk factors, can be found in Part I, Item 1A, “Risk Factors” of the Company’s most recently filed Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, which are filed with the Securities and Exchange Commission. The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company's ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.

NON-GAAP MEASURES
Measurements of financial performance not calculated in accordance with GAAP should be considered as supplements to, and not substitutes for, performance measurements calculated or derived in accordance with GAAP. Any such measures are not necessarily comparable to other similarly-titled measurements employed by other companies. The most comparable GAAP measures are included within the definitions below and reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are included at the end of this press release.

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Adjusted diluted earnings per share from continuing operations: Adjusted diluted earnings (loss) per share from continuing operations is a non-GAAP financial measure and consists of diluted earnings (loss) per share from continuing operations adjusted for unusual items and acquisition-related intangible asset amortization expense. It is important to note that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. The Company’s management believes Adjusted diluted earnings per share from continuing operations is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. Exclusion of acquisition-related intangible asset amortization expense, the amount of which can vary by the timing, size and nature of the Company’s acquisitions, facilitates more consistent internal comparisons of operating results over time between the Company’s newly acquired and long-held businesses, and comparisons with both acquisitive and non-acquisitive peer companies.

Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure and consists of income (loss) from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest expense; defined benefit pension income (expense); facility fees and debt-related income (expense); and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs). The sum of the Segments’ Adjusted EBITDA and Corporate Adjusted EBITDA equals consolidated Adjusted EBITDA. The Company‘s management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance.

Adjusted free cash flow: Adjusted free cash flow is a non-GAAP financial measure and consists of net cash provided (used) by operating activities less capital expenditures and expenditures for intangible assets; and plus capital expenditures for strategic ventures, total proceeds from sales of assets and certain transaction-related / debt-refinancing expenditures. The Company's management believes that Adjusted free cash flow is important to management and useful to investors as a supplemental measure as it indicates the cash flow available for working capital needs, repay debt obligations, invest in future growth through new business development activities, conduct strategic acquisitions or other uses of cash. It is important to note that Adjusted free cash flow does not represent the total residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements and settlements of foreign currency
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forward exchange contracts, are not deducted from this measure. This presentation provides a basis for comparison of ongoing operations and prospects.
About Enviri
Enviri is transforming the world to green, as a trusted global leader in providing a broad range of environmental services and related innovative solutions. The company serves a diverse customer base by offering critical recycle and reuse solutions for their waste streams, enabling customers to address their most complex environmental challenges and to achieve their sustainability goals. Enviri is based in Philadelphia, Pennsylvania and operates in more than 150 locations in over 30 countries. Additional information can be found at www.enviri.com.


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ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended
March 31
(In thousands, except per share amounts)20242023
Revenues from continuing operations:
Service revenues$499,154 $461,560 
Product revenues101,163 99,145 
Total revenues600,317 560,705 
Costs and expenses from continuing operations:
Cost of services sold392,852 369,508 
Cost of products sold85,410 82,549 
Selling, general and administrative expenses87,126 81,861 
Research and development expenses861 520 
Remeasurement of long-lived assets10,695 — 
Other expense (income), net(2,440)(5,648)
Total costs and expenses574,504 528,790 
Operating income (loss) from continuing operations25,813 31,915 
Interest income1,697 1,480 
Interest expense(28,122)(24,995)
Facility fees and debt-related income (expense)(2,789)(2,363)
Defined benefit pension income (expense)(4,176)(5,329)
Income (loss) from continuing operations before income taxes and equity income(7,577)708 
Income tax benefit (expense) from continuing operations(7,915)(8,017)
Equity income (loss) of unconsolidated entities, net(249)(133)
Income (loss) from continuing operations(15,741)(7,442)
Discontinued operations:
Income (loss) from discontinued businesses(1,492)(1,655)
Income tax benefit (expense) from discontinued businesses387 507 
Income (loss) from discontinued operations, net of tax(1,105)(1,148)
Net income (loss)(16,846)(8,590)
Less: Net loss (income) attributable to noncontrolling interests(1,116)(935)
Net income (loss) attributable to Enviri Corporation$(17,962)$(9,525)
Amounts attributable to Enviri Corporation common stockholders:
Income (loss) from continuing operations, net of tax$(16,857)$(8,377)
Income (loss) from discontinued operations, net of tax(1,105)(1,148)
Net income (loss) attributable to Enviri Corporation common stockholders$(17,962)$(9,525)
Weighted-average shares of common stock outstanding79,945 79,633 
Basic earnings (loss) per common share attributable to Enviri Corporation common stockholders:
Continuing operations$(0.21)$(0.11)
Discontinued operations(0.01)(0.01)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders$(0.22)$(0.12)
Diluted weighted-average shares of common stock outstanding79,945 79,633 
Diluted earnings (loss) per common share attributable to Enviri Corporation common stockholders:
Continuing operations$(0.21)$(0.11)
Discontinued operations(0.01)(0.01)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders$(0.22)$(0.12)

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ENVIRI CORPORATION
CONSOLIDATED BALANCE SHEETS

(In thousands)		March 31
2024		December 31
2023
ASSETS
Current assets:
Cash and cash equivalents$103,876 $121,239 
Restricted cash3,532 3,375 
Trade accounts receivable, net308,213 338,187 
Other receivables33,693 40,565 
Inventories190,288 189,369 
Current portion of contract assets69,057 64,875 
Prepaid expenses
53,081 58,723 
Current portion of assets held-for-sale8,282 195 
Other current assets13,627 10,828 
Total current assets783,649 827,356 
Property, plant and equipment, net688,638 707,397 
Right-of-use assets, net
102,278 102,891 
Goodwill771,404 780,978 
Intangible assets, net319,522 327,983 
Deferred income tax assets15,884 16,295 
Assets held-for-sale
8,873 — 
Other assets100,030 91,798 
Total assets$2,790,278 $2,854,698 
LIABILITIES
Current liabilities:
Short-term borrowings$3,251 $14,871 
Current maturities of long-term debt16,021 15,558 
Accounts payable224,509 243,279 
Accrued compensation52,947 79,609 
Income taxes payable5,172 7,567 
Reserve for forward losses on contracts46,592 52,919 
Current portion of advances on contracts35,965 38,313 
Current portion of operating lease liabilities
28,569 28,775 
Current portion of liabilities of assets held-for-sale
2,342 — 
Other current liabilities162,415 174,342 
Total current liabilities577,783 655,233 
Long-term debt1,444,883 1,401,437 
Retirement plan liabilities44,866 45,087 
Operating lease liabilities
75,151 75,476 
Environmental liabilities25,253 25,682 
Deferred tax liabilities33,651 29,160 
Other liabilities42,567 47,215 
Total liabilities2,244,154 2,279,290 
ENVIRI CORPORATION STOCKHOLDERS’ EQUITY
Common stock146,548 146,105 
Additional paid-in capital241,833 238,416 
Accumulated other comprehensive loss(546,532)(539,694)
Retained earnings1,510,358 1,528,320 
Treasury stock(851,266)(849,996)
Total Enviri Corporation stockholders’ equity500,941 523,151 
Noncontrolling interests45,183 52,257 
Total equity546,124 575,408 
Total liabilities and equity$2,790,278 $2,854,698 

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ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31
(In thousands)20242023
Cash flows from operating activities:
Net income (loss)$(16,846)$(8,590)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation36,920 33,039 
Amortization8,174 7,965 
Deferred income tax (benefit) expense3,445 (56)
Equity (income) loss of unconsolidated entities, net249 133 
Remeasurement of long-lived assets10,695 — 
Other, net772 1,009 
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable24,426 (14,533)
Inventories(5,297)(8,534)
Contract assets(9,199)11,698 
Right-of-use assets8,599 7,842 
Accounts payable(13,751)17,735 
Accrued interest payable(6,820)(6,998)
Accrued compensation(25,531)7,343 
Advances on contracts(1,618)(5,591)
Operating lease liabilities(8,212)(7,202)
Retirement plan liabilities, net(340)814 
Other assets and liabilities(4,318)838 
Net cash (used) provided by operating activities1,348 36,912 
Cash flows from investing activities:
Purchases of property, plant and equipment(26,881)(22,146)
Proceeds from sales of assets4,313 823 
Expenditures for intangible assets(77)(36)
Net proceeds (payments) from settlement of foreign currency forward exchange contracts(602)(1,212)
Other investing activities, net1 32 
Net cash used by investing activities(23,246)(22,539)
Cash flows from financing activities:
Short-term borrowings, net(9,003)(3,029)
Current maturities and long-term debt: 
Additions35,323 59,000 
Reductions(4,967)(57,200)
Contributions from noncontrolling interests874 — 
Dividends paid to noncontrolling interests(8,243)— 
Stock-based compensation - Employee taxes paid(1,040)(930)
Other financing activities, net(1)— 
Net cash (used) provided by financing activities12,943 (2,159)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash(8,251)(1,072)
Net increase (decrease) in cash and cash equivalents, including restricted cash(17,206)11,142 
Cash and cash equivalents, including restricted cash, at beginning of period124,614 85,094 
Cash and cash equivalents, including restricted cash, at end of period$107,408 $96,236 
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ENVIRI CORPORATION
REVIEW OF OPERATIONS BY SEGMENT (Unaudited)

Three Months Ended
March 31, 2024March 31, 2023
(In thousands)RevenuesOperating
Income (Loss)		RevenuesOperating Income (Loss)
Harsco Environmental$299,119 $19,588 $273,189 $22,285 
Clean Earth 226,030 20,593 222,464 16,471 
Harsco Rail75,168 (9,061)65,052 2,345 
Corporate— (5,307)— (9,186)
Consolidated Totals$600,317 $25,813 $560,705 $31,915 



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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)
Three Months Ended
March 31
20242023
Diluted earnings (loss) per share from continuing operations, as reported$(0.21)$(0.11)
Corporate strategic costs (a)0.01 0.01 
Corporate net gain on sale of assets (b)(0.04)— 
Harsco Environmental segment net gain on lease incentive (c)— (0.09)
Harsco Rail segment remeasurement of long-lived assets (d)0.13 — 
Harsco Rail segment severance cost adjustment (e)— (0.01)
Taxes on above unusual items (f)0.01 0.02 
Adjusted diluted earnings (loss) per share from continuing operations, including acquisition amortization expense(0.10)(0.17)(h)
Acquisition amortization expense, net of tax (g)0.07 0.07 
Adjusted diluted earnings (loss) per share from continuing operations$(0.03)$(0.10)
(a)Certain strategic costs incurred at Corporate associated with supporting and executing the Company's long-term strategies (three months ended March 31, 2024 $0.7 million pre-tax expense; three months ended March 31, 2023 $1.0 million pre-tax expense).
(b)Net gain recognized for the sale of certain assets by Corporate (three months ended March 31, 2024 $3.3 million pre-tax income).
(c)Gain, net of exit costs, recognized for a lease modification that resulted in a lease incentive for the Company for a site relocation prior the end of the expected lease term (three months ended March 31, 2023 $6.8 million pre-tax income)
(d)During the three months ended March 31, 2024, the Company determined that the held-for-sale criteria was no longer met for the Harsco Rail segment and a charge was recorded for the depreciation and amortization expense that would have been recognized during the periods that Rail's long-lived assets were classified as held-for-sale, had the assets been continuously classified as held-for-use (three months ended March 31, 2024 $10.7 million pre-tax expense).
(e)Adjustment to severance and related costs incurred in the prior period in the Harsco Rail segment (three months ended March 31, 2023 $0.5 million pre-tax income).
(f)Unusual items are tax-effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded.
(g)Pre-tax acquisition amortization expense was $7.2 million and $7.0 million for the three months ended March 31, 2024 and 2023, respectively, and after-tax was $5.6 million and $5.4 million for the three months ended March 31, 2024 and 2023, respectively.
(h)Does not total due to rounding.



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ENVIRI CORPORATION
RECONCILIATION OF PROJECTED ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS TO DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS (Unaudited)


Projected
Three Months EndingTwelve Months Ending
June 30December 31
20242024
LowHighLowHigh
Diluted earnings (loss) per share from continuing operations$(0.11)$(0.04)$(0.47)$(0.26)
Corporate strategic costs— — 0.01 0.01 
Corporate net gain on sale of assets— — (0.04)(0.04)
Harsco Rail segment remeasurement of long-lived assets— — 0.13 0.13 
Taxes on above unusual items— — 0.01 0.01 
Adjusted diluted earnings (loss) per share from continuing operations, including acquisition amortization expense(0.11)(0.04)(0.36)(0.15)
Estimated acquisition amortization expense, net of tax0.07 0.07 0.27 0.27 
Adjusted diluted earnings (loss) per share from continuing operations$(0.05)(a)$0.03 $(0.09)$0.12 
(a) Does not total due to rounding.




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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)

(In thousands)Harsco EnvironmentalClean EarthHarsco RailCorporateConsolidated Totals
Three Months Ended March 31, 2024:
Operating income (loss), as reported$19,588 $20,593 $(9,061)$(5,307)$25,813 
Corporate strategic costs— — — 681 681 
Corporate net gain on sale of assets— — — (3,281)(3,281)
Harsco Rail segment remeasurement of long-lived assets— — 10,695 — — 10,695 
Operating income (loss), excluding unusual items19,588 20,593 1,634 (7,907)33,908 
Depreciation28,789 7,413 361 357 36,920 
Amortization1,018 6,167 22 — 7,207 
Adjusted EBITDA49,395 34,173 2,017 (7,550)78,035 
Revenues, as reported$299,119 $226,030 $75,168 $600,317 
Adjusted EBITDA margin (%)16.5 %15.1 %2.7 %13.0 %
Three Months Ended March 31, 2023:
Operating income (loss), as reported$22,285 $16,471 2,345 $(9,186)$31,915 
Corporate strategic costs— — — 1,046 1,046 
Segment severance costs— — (537)— (537)
Harsco Environmental net gain on lease incentive(6,782)— — — (6,782)
Operating income (loss), excluding unusual items15,503 16,471 1,808 (8,140)25,642 
Depreciation27,560 4,927 — 552 33,039 
Amortization999 6,029 — — 7,028 
Adjusted EBITDA44,062 27,427 1,808 (7,588)65,709 
Revenues, as reported$273,189 $222,464 $65,052 $560,705 
Adjusted EBITDA margin (%) 16.1 %12.3 %2.8 %11.7 %
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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA TO CONSOLIDATED INCOME (LOSS) FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)

Three Months Ended
March 31
(In thousands)20242023
Consolidated income (loss) from continuing operations$(15,741)$(7,442)
Add back (deduct):
Equity in (income) loss of unconsolidated entities, net249 133 
Income tax (benefit) expense7,915 8,017 
Defined benefit pension expense4,176 5,329 
Facility fee and debt-related expense2,789 2,363 
Interest expense28,122 24,995 
Interest income(1,697)(1,480)
Depreciation36,920 33,039 
Amortization7,207 7,028 
Unusual items:
Corporate strategic costs681 1,046 
Corporate net gain on sale of assets(3,281)— 
Harsco Environmental segment net gain on lease incentive— (6,782)
Harsco Rail segment severance costs— (537)
Harsco Rail segment remeasurement of long-lived assets10,695 — 
Adjusted EBITDA$78,035 $65,709 




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ENVIRI CORPORATION
RECONCILIATION OF PROJECTED CONSOLIDATED ADJUSTED EBITDA TO PROJECTED CONSOLIDATED INCOME FROM CONTINUING OPERATIONS
(Unaudited)
ProjectedProjected
Three Months EndingTwelve Months Ending
June 30December 31
20242024
(In millions)LowHighLowHigh
Consolidated loss from continuing operations$(7)$(1)$(32)$(15)
Add back (deduct):
Income tax (income) expense6 8 2833
Facility fees and debt-related (income) expense3 2 11 11 
Net interest27 26 111 106 
Defined benefit pension (income) expense5 4 17 17 
Depreciation and amortization45 45 181 181 
Unusual items:
Corporate strategic costs— — 1 1 
Corporate net gain on sale of assets— — (3)(3)
Harsco Rail segment remeasurement of long-lived assets— — 11 11 
Consolidated Adjusted EBITDA$78 (a)$85 (a)$325 $342 
(a) Does not total due to rounding.



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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED FREE CASH FLOW TO NET CASH PROVIDED BY OPERATING ACTIVITIES (Unaudited)
Three Months Ended
March 31
(In thousands)20242023
Net cash provided (used) by operating activities$1,348 $36,912 
Less capital expenditures(26,881)(22,146)
Less expenditures for intangible assets(77)(36)
Plus capital expenditures for strategic ventures (a)1,153 486 
Plus total proceeds from sales of assets (b)4,313 823 
Plus transaction-related expenditures (c)3,500 — 
Adjusted free cash flow$(16,644)$16,039 

(a)Capital expenditures for strategic ventures represent the partner’s share of capital expenditures in certain ventures consolidated in the Company’s condensed consolidated financial statements.
(b)Asset sales are a normal part of the business model, primarily for the Harsco Environmental segment. The three months ended March 31, 2024 included asset sales primarily by Corporate.
(c)Expenditures directly related to the Company's divestiture transactions and other strategic costs incurred at Corporate.








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ENVIRI CORPORATION
RECONCILIATION OF PROJECTED ADJUSTED FREE CASH FLOW TO PROJECTED NET CASH PROVIDED BY OPERATING ACTIVITIES (Unaudited)
Projected
Twelve Months Ending
December 31
2024
(In millions)LowHigh
Net cash provided by operating activities$132 $162 
Less net capital / intangible asset expenditures(130)(140)
Plus capital expenditures for strategic ventures4 4 
Plus transaction-related expenditures4 4 
Adjusted free cash flow$10 $30 




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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) BY SEGMENT (Unaudited)

(In thousands)Harsco EnvironmentalClean EarthHarsco RailCorporateConsolidated Totals
Three Months Ended March 31, 2023:
Operating income (loss)$22,285 $16,471 $2,345 $(9,186)$31,915 
Corporate strategic costs— — — 1,046 1,046 
Segment severance costs— — (537)— (537)
Harsco Environmental segment net gain on lease incentive(6,782)— — — (6,782)
Operating income (loss), excluding unusual items15,503 16,471 1,808 (8,140)25,642 
Depreciation27,560 4,927 — 552 33,039 
Amortization999 6,029 — — 7,028 
Adjusted EBITDA44,062 27,427 1,808 (7,588)65,709 
Revenues$273,189 $222,464 $65,052 $560,705 
Adjusted EBITDA margin (%)16.1 %12.3 %2.8 %11.7 %
Three Months Ended June 30, 2023:
Operating income (loss)$12,733 $23,034 $8,924 $(11,004)$33,687 
Corporate strategic costs— — — 1,291 1,291 
Harsco Environmental segment net gain on lease incentive(3,000)— — — (3,000)
Harsco Environmental segment property, plant and equipment impairment14,099 — — — 14,099 
Harsco Rail segment provision for forward losses on contracts (a)— — (7,032)— (7,032)
Operating income (loss), excluding unusual items23,832 23,034 1,892 (9,713)39,045 
Depreciation28,354 5,547 — 556 34,457 
Amortization1,008 6,113 — — 7,121 
Adjusted EBITDA53,194 34,694 1,892 (9,157)80,623 
Revenues$289,593 $230,575 $88,848 $609,016 
Adjusted EBITDA margin (%) 18.4 %15.0 %2.1 %13.2 %
Three Months Ended September 30, 2023:
Operating income (loss)$17,867 $21,497 $(1,000)$(9,604)$28,760 
Corporate strategic costs— — — 2,044 2,044 
Corporate contingent consideration adjustment— — — (828)(828)
Segment severance costs1,146 — — — 1,146 
Harsco Environmental segment accounts receivable provision5,284 — — — 5,284 
Harsco Rail segment provision for forward losses on contracts (a)— — 2,857 — 2,857 
Operating income (loss), excluding unusual items24,297 21,497 1,857 (8,388)39,263 
Depreciation28,793 6,054 — 550 35,397 
Amortization1,013 6,330 — — 7,343 
Adjusted EBITDA54,103 33,881 1,857 (7,838)82,003 
Revenues$285,877 $238,711 $72,380 $596,968 
Adjusted EBITDA margin (%)18.9 %14.2 %2.6 %13.7 %
Three Months Ended December 31, 2023:
Operating income (loss)$24,750 $15,972 $(41,940)$(13,206)$(14,424)
Corporate strategic costs— — — 1,979 1,979 
Harsco Environmental segment net gain on lease incentive1,729 — — — 1,729 
Harsco Rail segment provision for forward losses on contracts and contract-related costs (a)— — 47,024 — 47,024 
Harsco Rail segment net gain on sale of asset— — (2,374)— (2,374)
Operating income (loss), excluding unusual items26,479 15,972 2,710 (11,227)33,934 
Depreciation28,865 6,724 — 474 36,063 
Amortization1,009 6,112 — — 7,121 
Adjusted EBITDA56,353 28,808 2,710 (10,753)77,118 
Revenues$292,245 $236,571 $70,515 $599,331 
Adjusted EBITDA margin (%)19.3 %12.2 %3.8 %12.9 %
image2a.jpg                                                22

ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) BY SEGMENT (Unaudited)

(In thousands)Harsco EnvironmentalClean EarthHarsco RailCorporateConsolidated Totals
Twelve Months Ended December 31, 2023:
Operating income (loss)$77,635 $76,974 $(31,671)$(43,000)$79,938 
Corporate strategic costs— — — 6,360 6,360 
Corporate contingent consideration adjustment— — — (828)(828)
Segment severance costs1,146 — (537)— 609 
Harsco Environmental segment net gain on lease incentive(8,053)— — — (8,053)
Harsco Environmental segment property, plant and equipment impairment14,099 — — — 14,099 
Harsco Environmental segment accounts receivable provision5,284 — — — 5,284 
Harsco Rail segment provision for forward losses on contracts and contract-related costs (a)— — 42,849 — 42,849 
Harsco Rail segment net gain on sale of asset— — (2,374)— (2,374)
Operating income (loss), excluding unusual items90,111 76,974 8,267 (37,468)137,884 
Depreciation113,572 23,252 — 2,132 138,956 
Amortization4,029 24,584 — — 28,613 
Adjusted EBITDA207,712 124,810 8,267 (35,336)305,453 
Revenues$1,140,904 $928,321 $296,795 $2,366,020 
Adjusted EBITDA margin (%)18.2 %13.4 %2.8 %12.9 %

(a) Relates principally to the SBB, Deutsche Bahn and Network Rail contracts.
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v3.24.1.u1
Cover Page
May 02, 2024
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name Enviri Corporation
Document Period End Date May 02, 2024
Entity Incorporation, State or Country Code DE
Entity File Number 001-03970
Entity Tax Identification Number 23-1483991
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19103
Local Phone Number 857-8715
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $1.25 per share
Trading Symbol NVRI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000045876
Amendment Flag false
Entity Address, Address Line One Two Logan Square 100-120 North 18th Street, 17th Floor
City Area Code (267)
Harsco (NYSE:HSC)
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