enviri(US:NVRI)2025-08-05 14:14markdown [PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis of Enviri Corporation's financial condition and results of operations [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents Enviri Corporation's unaudited condensed consolidated financial statements, detailing its financial position, performance, and cash flows [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS%20(Unaudited)) This section presents the company's financial position, detailing assets, liabilities, and equity at specific dates Balance Sheet Data (In thousands) | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $97,796 | $88,359 | | Restricted cash | 15,739 | 1,799 | | Trade accounts receivable, net | 287,251 | 260,690 | | Inventories | 195,777 | 182,042 | | Total current assets | 747,881 | 710,525 | | Property, plant and equipment, net | 694,553 | 664,292 | | Goodwill | 760,082 | 739,758 | | Total assets | $2,770,311 | $2,650,233 | | **LIABILITIES** | | | | Short-term borrowings | $10,575 | $8,144 | | Current maturities of long-term debt | 25,227 | 21,004 | | Accounts payable | 240,747 | 214,689 | | Derivative liabilities | 38,104 | 1,284 | | Total current liabilities | 626,064 | 566,382 | | Long-term debt | 1,482,138 | 1,410,718 | | Total liabilities | 2,352,480 | 2,200,634 | | **EQUITY** | | | | Total Enviri Corporation stockholders' equity | 376,266 | 411,448 | | Total equity | 417,831 | 449,599 | - Total assets increased by **$120.078 million** from December 31, 2024, to June 30, 2025, primarily driven by increases in cash and cash equivalents, restricted cash, trade accounts receivable, inventories, and property, plant and equipment, net[12](index=12&type=chunk) - Total liabilities increased by **$151.846 million**, with significant increases in derivative liabilities and long-term debt, while total equity decreased by **$31.768 million**[12](index=12&type=chunk) [Condensed Consolidated Statements of Operations (Unaudited)](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20(Unaudited)) This section outlines the company's financial performance, including revenues, operating income, and net income or loss over specified periods Statements of Operations Data (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $562,254 | $609,993 | $1,110,538 | $1,210,310 | | Operating income (loss) from continuing operations | $(7,191) | $31,255 | $23,464 | $57,068 | | Income (loss) from continuing operations before income taxes and equity in income | $(42,327) | $(330) | $(45,437) | $(7,907) | | Net income (loss) attributable to Enviri Corporation | $(47,607) | $(13,601) | $(61,003) | $(31,563) | | Basic earnings (loss) per common share (Continuing operations) | $(0.58) | $(0.16) | $(0.74) | $(0.37) | | Basic earnings (loss) per common share (Total) | $(0.59) | $(0.17) | $(0.76) | $(0.39) | - Total revenues decreased by **7.8%** for the three months ended June 30, 2025, and by **8.2%** for the six months ended June 30, 2025, compared to the same periods in 2024[13](index=13&type=chunk) - The company reported a net loss attributable to Enviri Corporation of **$(47.6) million** for the three months and **$(61.0) million** for the six months ended June 30, 2025, significantly wider losses compared to **$(13.6) million** and **$(31.6) million** in the prior year periods[13](index=13&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%20(LOSS)%20(Unaudited)) This section details the company's comprehensive income or loss, including net income and other comprehensive income components Comprehensive Income (Loss) Data (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $(46,549) | $(11,120) | $(58,744) | $(27,966) | | Total other comprehensive income (loss) | $10,033 | $(6,240) | $18,751 | $(13,899) | | Total comprehensive income (loss) | $(36,516) | $(17,360) | $(39,993) | $(41,865) | | Comprehensive income (loss) attributable to Enviri Corporation | $(38,362) | $(19,617) | $(43,407) | $(44,417) | - Total other comprehensive income (loss) shifted from a loss of **$(6.2) million** in Q2 2024 to an income of **$10.0 million** in Q2 2025, primarily due to foreign currency translation adjustments[15](index=15&type=chunk) - Comprehensive loss attributable to Enviri Corporation widened to **$(38.4) million** for the three months and **$(43.4) million** for the six months ended June 30, 2025, compared to **$(19.6) million** and **$(44.4) million** in the prior year periods, respectively[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS%20(Unaudited)) This section presents the company's cash inflows and outflows from operating, investing, and financing activities Cash Flows Data (In thousands) | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used) provided by operating activities | $28,573 | $40,384 | | Net cash used by investing activities | $(61,242) | $(19,225) | | Net cash (used) provided by financing activities | $54,128 | $(28,450) | | Net increase (decrease) in cash and cash equivalents, including restricted cash | $23,377 | $(17,108) | | Cash and cash equivalents, including restricted cash, at end of period | $113,535 | $107,506 | - Net cash provided by operating activities decreased by **$11.8 million** to **$28.6 million** for the six months ended June 30, 2025, primarily due to lower cash net income, partially offset by favorable working capital changes[17](index=17&type=chunk)[155](index=155&type=chunk) - Net cash used in investing activities significantly increased by **$42.0 million** to **$(61.2) million** for the six months ended June 30, 2025, mainly due to non-recurring proceeds from asset sales and note receivable settlements in the prior year, and increased net payments for foreign currency forward exchange contracts[17](index=17&type=chunk)[156](index=156&type=chunk) - Net cash provided by financing activities increased by **$82.6 million** to **$54.1 million** for the six months ended June 30, 2025, driven by increased net borrowings and the absence of dividend payments to noncontrolling interests seen in the prior year[17](index=17&type=chunk)[157](index=157&type=chunk) [Condensed Consolidated Statements of Equity (Unaudited)](index=10&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20EQUITY%20(Unaudited)) This section details changes in the company's equity, including common stock, retained earnings, and accumulated other comprehensive loss Statements of Equity Data (In thousands) | (In thousands) | Balance at December 31, 2024 | Balance at June 30, 2025 | | :--- | :--- | :--- | | Common Stock | $146,844 | $147,706 | | Additional Paid-in Capital | $255,102 | $264,000 | | Retained Earnings | $1,400,347 | $1,339,344 | | Accumulated Other Comprehensive Loss | $(538,964) | $(521,368) | | Treasury Stock | $(851,881) | $(853,416) | | Total Enviri Corporation Stockholders' Equity | $411,448 | $376,266 | | Noncontrolling Interests | $38,151 | $41,565 | | Total Equity | $449,599 | $417,831 | - Total Enviri Corporation stockholders' equity decreased by **$35.182 million** from December 31, 2024, to June 30, 2025, primarily due to net losses and treasury stock activity, partially offset by increases in additional paid-in capital and a reduction in accumulated other comprehensive loss[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=11&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%20(Unaudited)) This section provides detailed explanatory notes supporting the condensed consolidated financial statements [1. Basis of Presentation](index=11&type=section&id=1.%20Basis%20of%20Presentation) This note describes the basis for preparing the unaudited condensed consolidated financial statements, including GAAP compliance and going concern assessment - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and SEC rules, and should be read with the 2024 Annual Report on Form 10-K[20](index=20&type=chunk) - Management believes the company has sufficient liquidity to fund operations for at least the next **twelve months**, supporting a going concern basis[21](index=21&type=chunk) - An out-of-period adjustment of **$5.7 million**, primarily from an income tax provision calculation error, increased income tax expense from continuing operations for the six months ended June 30, 2025, but was deemed immaterial to current and prior periods[22](index=22&type=chunk) [2. Recently Adopted and Recently Issued Accounting Standards](index=11&type=section&id=2.%20Recently%20Adopted%20and%20Recently%20Issued%20Accounting%20Standards) This note outlines recently adopted and issued accounting standards, detailing their impact on segment reporting and income tax disclosures - The company adopted FASB changes requiring expanded annual and interim disclosure for reportable segments, including segment profit/loss measures, significant expenses, segment assets, and reconciliation to consolidated financial statements, effective from the 2024 Annual Report on Form 10-K[24](index=24&type=chunk) - New FASB changes requiring greater disaggregation of income tax disclosures (rate reconciliation, taxes paid) become effective for annual financial statements for the year ended December 31, 2025[25](index=25&type=chunk) - FASB changes requiring disaggregated income statement expense disclosures in footnotes become effective for annual financial statements for the year ended December 31, 2027, and interim statements after that date[26](index=26&type=chunk) [3. Dispositions](index=12&type=section&id=3.%20Dispositions) This note details the company's asset sales, including Performix Metallurgical Additives and Reed Minerals, and their associated gains - On April 1, 2024, the Company sold Performix Metallurgical Additives, LLC (a subsidiary of HE) for **$17.5 million**, recognizing a **$1.9 million** gain (**$1.3 million** after-tax)[27](index=27&type=chunk) - On August 29, 2024, the Company sold Reed Minerals, LLC (a subsidiary of HE) for **$45.0 million**, recognizing an **$8.7 million** gain (**$2.8 million** after-tax)[28](index=28&type=chunk) [4. Trade Accounts Receivables and Other receivables](index=12&type=section&id=4.%20Trade%20Accounts%20Receivables%20and%20Other%20receivables) This note provides details on trade accounts receivable, other receivables, and the provision for expected credit losses Receivables Data (In thousands) | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade accounts receivable, net | $287,251 | $260,690 | | Other receivables | $46,789 | $40,439 | - The provision for expected credit losses related to trade accounts receivable showed a benefit of **$(2.487) million** for the three months and **$(2.759) million** for the six months ended June 30, 2025, primarily due to the recovery of a previously reserved balance for an HE customer[30](index=30&type=chunk) - The AR Facility's maximum purchase commitment increased from **$150.0 million** to **$160.0 million** in February 2025, with **$160.0 million** outstanding as of June 30, 2025. The Company received **$10.0 million** in proceeds from the AR Facility during the six months ended June 30, 2025[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) [5. Inventories](index=13&type=section&id=5.%20Inventories) This note details the composition of inventories, including finished goods, work-in-process, raw materials, and supplies Inventories Data (In thousands) | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Finished goods | $18,683 | $14,344 | | Work-in-process | $15,207 | $15,629 | | Raw materials and purchased parts | $114,598 | $107,364 | | Stores and supplies | $47,289 | $44,705 | | Total inventories | $195,777 | $182,042 | - Total inventories increased by **$13.735 million** from December 31, 2024, to June 30, 2025, primarily driven by increases in finished goods and raw materials and purchased parts[35](index=35&type=chunk) [6. Property, Plant and Equipment](index=13&type=section&id=6.%20Property,%20Plant%20and%20Equipment) This note provides details on property, plant, and equipment, including gross amounts, accumulated depreciation, and impairment charges Property, Plant and Equipment Data (In thousands) | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gross property, plant and equipment | $2,082,262 | $1,949,978 | | Less: Accumulated depreciation | $(1,387,709) | $(1,285,686) | | Property, plant and equipment, net | $694,553 | $664,292 | - Property, plant and equipment, net, increased by **$30.261 million** from December 31, 2024, to June 30, 2025[36](index=36&type=chunk) - An impairment charge of **$7.4 million** was recorded during the three months ended June 30, 2025, due to the decision to exit a downstream products business in France[36](index=36&type=chunk) [7. Leases](index=14&type=section&id=7.%20Leases) This note details the company's lease expenses for various periods Lease Expense Data (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total lease expense | $29,413 | $27,822 | $56,914 | $55,089 | - Total lease expense increased by **$1.591 million** (**5.7%**) for the three months and **$1.825 million** (**3.3%**) for the six months ended June 30, 2025, compared to the same periods in 2024[37](index=37&type=chunk) [8. Goodwill and Other Intangible Assets](index=14&type=section&id=8.%20Goodwill%20and%20Other%20Intangible%20Assets) This note discusses goodwill and other intangible assets, including impairment assessments and charges - No goodwill impairment indicators were present during the six months ended June 30, 2025, but unfavorable economic conditions could lead to future impairment charges[39](index=39&type=chunk) - A **$2.8 million** intangible asset impairment charge was recorded during the three months ended June 30, 2024, due to the loss of a customer in Europe for Harsco Environmental, fully impairing a related customer relationship asset[40](index=40&type=chunk) [9. Debt and Credit Agreements](index=14&type=section&id=9.%20Debt%20and%20Credit%20Agreements) This note details the company's debt obligations, credit agreements, and compliance with financial covenants Debt Obligations Data (In thousands) | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Term Loan | $480,000 | $482,500 | | Revolving Credit Facility | $469,000 | $407,000 | | Senior Notes | $475,000 | $475,000 | | Total debt obligations | $1,518,291 | $1,444,417 | | Long-term debt (net of current maturities) | $1,482,138 | $1,410,718 | - In February 2025, the Credit Agreement was amended, setting the Net Debt to Consolidated Adjusted EBITDA ratio covenant to **5.00x** for Q2 and Q3 2025, decreasing to **4.00x** by Q2 2027, and an interest coverage ratio minimum of **2.50x**[41](index=41&type=chunk) - As of June 30, 2025, the Company was in compliance with all covenants, with a Net Debt to Consolidated Adjusted EBITDA ratio of **4.75x** (permitted max **5.00x**) and an interest coverage ratio of **2.84x** (permitted min **2.50x**)[43](index=43&type=chunk) [10. Employee Benefit Plans](index=15&type=section&id=10.%20Employee%20Benefit%20Plans) This note provides information on employee benefit plans, including defined benefit pension costs and cash contributions Pension Cost Data (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Defined benefit pension plan net periodic pension cost (benefit) | $5,754 | $4,564 | $11,131 | $9,139 | - Defined benefit pension plan net periodic pension cost **increased** for both U.S. and International plans in 2025 compared to 2024, primarily due to higher interest costs and recognized actuarial losses, partially offset by expected return on plan assets[46](index=46&type=chunk) - Cash contributions to U.S. and international defined benefit pension plans totaled **$0.9 million** and **$0.5 million**, respectively, for the six months ended June 30, 2025[46](index=46&type=chunk) [11. Income Taxes](index=17&type=section&id=11.%20Income%20Taxes) This note details income tax expense from continuing operations, including factors influencing changes and out-of-period adjustments Income Tax Expense Data (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Income tax expense from continuing operations | $(3,609) | $(10,020) | $(11,555) | $(17,935) | - Income tax expense from continuing operations **decreased** for both the three and six months ended June 30, 2025, compared to 2024, primarily due to lower business performance in HE and Rail, a non-recurring **$3.3 million** net gain on asset sale in Corporate in 2024, and an **$0.8 million** tax benefit from uncertain tax position reserve release[48](index=48&type=chunk) - The decrease was partially offset by a **$5.7 million** out-of-period adjustment recorded in Q1 2025, related to an income tax provision calculation error[48](index=48&type=chunk) [12. Commitments and Contingencies](index=17&type=section&id=12.%20Commitments%20and%20Contingencies) This note outlines the company's environmental liabilities, legal settlements, and pending asbestos personal injury actions Environmental Liabilities Data (In thousands) | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total environmental liabilities | $54,091 | $58,400 | - The Company settled with the EPA in June 2025 for alleged violations at its Calvert City, KY facility, involving a **$0.2 million** civil penalty and an estimated **$0.8 million** Supplemental Environmental Project[56](index=56&type=chunk) - The Company recorded an additional provision of **$27.2 million** in Q4 2024 for processing salt cakes at the Al Hafeerah site, as sales of processed products could not sufficiently recover costs, bringing the current reserve to **$29.0 million** at June 30, 2025[58](index=58&type=chunk) - Approximately **17,000** asbestos personal injury actions are pending against the Company, with costs and expenses covered by insurers; no loss provision has been recorded as a loss contingency is not deemed probable or estimable[65](index=65&type=chunk)[67](index=67&type=chunk)[69](index=69&type=chunk) [13. Reconciliation of Basic and Diluted Shares](index=20&type=section&id=13.%20Reconciliation%20of%20Basic%20and%20Diluted%20Shares) This note reconciles basic and diluted weighted-average shares outstanding, detailing excluded antidilutive securities Shares Outstanding Data (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Weighted-average shares outstanding - basic | 80,629 | 80,146 | 80,481 | 80,045 | | Weighted-average shares outstanding - diluted | 80,629 | 80,146 | 80,481 | 80,045 | - Basic and diluted weighted-average shares outstanding increased slightly in 2025 compared to 2024[72](index=72&type=chunk) - Approximately **2.0 million** restricted stock units, **3.1 million** stock appreciation rights, and **1.9 million** performance share units were not included in diluted EPS computation for the three months ended June 30, 2025, due to antidilutive effect or unmet market conditions[73](index=73&type=chunk) [14. Derivative Instruments, Hedging Activities and Fair Value](index=21&type=section&id=14.%20Derivative%20Instruments,%20Hedging%20Activities%20and%20Fair%20Value) This note describes the company's use of derivative instruments for managing foreign currency and interest rate exposures, and their fair values - The Company uses foreign currency exchange forward contracts and interest rate swaps to manage foreign currency and interest rate exposures, not for speculative purposes[74](index=74&type=chunk) Derivative Instruments Fair Value (In thousands) | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Asset derivatives (Level 2) | $2,243 | $13,187 | | Total Liability derivatives (Level 2) | $38,104 | $1,284 | - The fair value of liability derivatives significantly increased from **$1.284 million** at December 31, 2024, to **$38.104 million** at June 30, 2025, primarily driven by foreign currency exchange forward contracts not designated as hedging instruments[77](index=77&type=chunk) - The notional amounts of foreign currency exchange forward contracts increased from **$593.7 million** at December 31, 2024, to **$632.8 million** at June 30, 2025, primarily denominated in British Pound Sterling and Euros, maturing through 2027[84](index=84&type=chunk) [15. Review of Operations by Segment](index=26&type=section&id=15.%20Review%20of%20Operations%20by%20Segment) This note provides a detailed review of the financial performance for each operating segment: Harsco Environmental, Clean Earth, and Harsco Rail Segment Operations Data (In thousands) | (in thousands) | Harsco Environmental | Clean Earth | Harsco Rail | Total Reportable Segments | | :--- | :--- | :--- | :--- | :--- | | **Three Months Ended June 30, 2025** | | | | | | Total revenues | $258,009 | $246,282 | $57,963 | $562,254 | | Operating income (loss) from continuing operations | $4,251 | $24,610 | $(20,325) | $8,536 | | **Three Months Ended June 30, 2024** | | | | | | Total revenues | $292,929 | $236,105 | $80,959 | $609,993 | | Operating income (loss) from continuing operations | $20,286 | $23,882 | $(3,089) | $41,079 | | **Six Months Ended June 30, 2025** | | | | | | Total revenues | $501,115 | $481,513 | $127,910 | $1,110,538 | | Operating income (loss) from continuing operations | $14,324 | $47,275 | $(12,170) | $49,429 | | **Six Months Ended June 30, 2024** | | | | | | Total revenues | $592,048 | $462,135 | $156,127 | $1,210,310 | | Operating income (loss) from continuing operations | $39,874 | $44,475 | $(12,150) | $72,199 | - Harsco Environmental's revenues and operating income **significantly decreased** in 2025 compared to 2024, primarily due to divestitures and net lost contracts[90](index=90&type=chunk)[91](index=91&type=chunk) - Clean Earth showed **revenue growth** and **increased operating income** in 2025, driven by favorable pricing and volume mix in hazardous waste, despite higher SG&A[90](index=90&type=chunk)[91](index=91&type=chunk) - Harsco Rail experienced a **notable decline in revenues** and a **significant increase in operating loss** for the three months ended June 30, 2025, primarily due to lower equipment revenue and higher manufacturing costs[90](index=90&type=chunk)[91](index=91&type=chunk) [16. Revenues](index=28&type=section&id=16.%20Revenues) This note details consolidated revenues by geographic region and provides insights into contract-related revenue adjustments and loss provisions Consolidated Revenues Data (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Consolidated Total Revenues | $562,254 | $609,993 | $1,110,538 | $1,210,310 | | North America Revenues | $334,513 | $373,176 | $661,946 | $727,847 | | Western Europe Revenues | $128,126 | $128,272 | $252,994 | $259,919 | - For the six months ended June 30, 2025, the Company recognized **$22.4 million** of revenue related to amounts previously included in advances on contracts, compared to **$20.5 million** in the prior year[98](index=98&type=chunk) - Harsco Rail recorded an additional loss provision of **$10.2 million** for the Network Rail contract in Q2 2025 due to increased manufacturing and material costs, and **$4.8 million** for the SBB contract due to higher commissioning, manufacturing, assembly, and logistics costs[101](index=101&type=chunk)[103](index=103&type=chunk) - A net favorable adjustment of **$13.3 million** was recorded for the Deutsche Bahn contract in H1 2025 due to an amendment including additional pricing and extended delivery schedule, reducing previous penalty estimates[102](index=102&type=chunk) [17. Other Expense (Income), Net](index=31&type=section&id=17.%20Other%20Expense%20(Income),%20Net) This note details other expense (income), net, including employee termination benefits, exit activity costs, and gains on asset sales Other Expense (Income) Data (In thousands) | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Employee termination benefit costs | $1,130 | $4,228 | $3,648 | $4,610 | | Other costs (income) for exit activities | $1,685 | $339 | $3,643 | $887 | | Net gains on sale of assets | $(404) | $(179) | $(1,172) | $(3,549) | | Other expense (income), net | $2,411 | $6,160 | $6,702 | $3,720 | - Other expense (income), net, **decreased** for the three months ended June 30, 2025, but **increased** for the six months ended June 30, 2025, compared to the prior year, driven by changes in employee termination benefits, exit activity costs, and net gains on asset sales[107](index=107&type=chunk) [18. Components of Accumulated Other Comprehensive Loss](index=32&type=section&id=18.%20Components%20of%20Accumulated%20Other%20Comprehensive%20Loss) This note breaks down accumulated other comprehensive loss, including foreign exchange adjustments, derivatives, and pension obligations Accumulated Other Comprehensive Loss Components (In thousands) | (In thousands) | Balance at December 31, 2024 | Balance at June 30, 2025 | | :--- | :--- | :--- | | Cumulative Foreign Exchange Translation Adjustments | $(228,698) | $(191,183) | | Effective Portion of Derivatives Designated as Hedging Instruments | $3,769 | $(828) | | Cumulative Unrecognized Actuarial Losses on Pension Obligations | $(314,057) | $(329,385) | | Unrealized Gain (Loss) on Marketable Securities | $22 | $28 | | Total AOCI, Net of Tax | $(538,964) | $(521,368) | - Accumulated Other Comprehensive Loss (AOCI) **improved** from **$(538.964) million** at December 31, 2024, to **$(521.368) million** at June 30, 2025, primarily due to positive foreign exchange translation adjustments[108](index=108&type=chunk) - Amounts reclassified from AOCI for cash flow hedging instruments resulted in a net gain of **$395 thousand** (net of tax) for the three months and **$422 thousand** (net of tax) for the six months ended June 30, 2025[110](index=110&type=chunk) [19. Subsequent Event](index=33&type=section&id=19.%20Subsequent%20Event) This note discloses a subsequent event regarding the company's evaluation of strategic alternatives for the Clean Earth business - On August 5, 2025, the Company announced it is evaluating value creation alternatives, including a potential tax-efficient sale or separation of the Clean Earth business, with no assurances regarding specific outcomes[111](index=111&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=33&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's financial performance, condition, and liquidity, analyzing operational results by segment and consolidated outcomes [Executive Overview](index=35&type=section&id=Executive%20Overview) This overview introduces Enviri Corporation as a global environmental solutions provider and rail technology innovator, detailing its operational segments - Enviri Corporation is a global provider of environmental solutions for industrial, retail, and medical waste streams, and innovative equipment and technology for the rail sector, operating in approximately **30** countries[117](index=117&type=chunk) - The company's operations are divided into three reportable segments: Harsco Environmental (environmental services for steel/metals industries), Clean Earth (specialty waste processing, treatment, recycling), and Harsco Rail (maintenance equipment, parts, and systems for railroads)[118](index=118&type=chunk) - The company is assessing the impact of U.S. government tariffs on imported goods and the European Union's plans to lower import quotas and implement anti-dumping duties on steel products[119](index=119&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, detailing revenues and operating income across its Harsco Environmental, Clean Earth, and Harsco Rail segments Consolidated Results Summary (In millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $562.3 | $610.0 | $1,110.5 | $1,210.3 | | Total operating income (loss) | $(7.2) | $31.3 | $23.5 | $57.1 | | Consolidated operating margin | (1.3)% | 5.1% | 2.1% | 4.7% | - Consolidated revenues decreased by **7.8%** for the three months and **8.2%** for the six months ended June 30, 2025, compared to the prior year[121](index=121&type=chunk) - Consolidated operating income shifted from a profit of **$31.3 million** in Q2 2024 to a loss of **$(7.2) million** in Q2 2025, and decreased from **$57.1 million** to **$23.5 million** for the six-month period[121](index=121&type=chunk) [Harsco Environmental Segment](index=36&type=section&id=Harsco%20Environmental%20Segment) This section analyzes the financial performance of the Harsco Environmental segment, focusing on revenue and operating income drivers Harsco Environmental Segment Performance (In millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $258.0 | $292.9 | $501.1 | $592.0 | - HE revenues decreased by **$34.9 million** (**11.9%**) for the three months and **$90.9 million** (**15.4%**) for the six months ended June 30, 2025, primarily due to divestitures (Performix and Reed) and net lost contracts[122](index=122&type=chunk)[128](index=128&type=chunk) - Operating income was negatively impacted by a **$10.3 million** charge related to exiting a downstream products business in France (including a **$7.4 million** asset impairment) and the absence of a **$1.9 million** gain on sale of Performix from the prior year[128](index=128&type=chunk) - A **$2.1 million** net benefit related to the provision for expected credit losses positively affected operating income for the three months ended June 30, 2025, compared to a **$1.6 million** increase in the prior year[123](index=123&type=chunk) [Clean Earth Segment](index=36&type=section&id=Clean%20Earth%20Segment) This section analyzes the financial performance of the Clean Earth segment, highlighting revenue growth and operating income factors Clean Earth Segment Performance (In millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $246.3 | $236.1 | $481.5 | $462.1 | - CE revenues increased by **$10.2 million** (**4.3%**) for the three months and **$19.4 million** (**4.2%**) for the six months ended June 30, 2025, driven by favorable pricing and volume mix in the hazardous waste business[125](index=125&type=chunk)[126](index=126&type=chunk) - Operating income was positively affected by **$5.3 million** and **$7.4 million** for the three and six months, respectively, from hazardous waste business changes, but negatively impacted by increased SG&A (**$2.6 million** and **$4.7 million**) due to higher compensation and credit loss provisions[126](index=126&type=chunk)[127](index=127&type=chunk) - Lower volumes in the soil and dredged materials business at certain sites decreased operating income by **$1.8 million** for the three months ended June 30, 2025[129](index=129&type=chunk) [Harsco Rail Segment](index=37&type=section&id=Harsco%20Rail%20Segment) This section analyzes the financial performance of the Harsco Rail segment, detailing revenue declines and operating loss increases Harsco Rail Segment Performance (In millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $58.0 | $81.0 | $127.9 | $156.1 | - Rail revenues decreased by **$23.0 million** (**28.4%**) for the three months and **$28.2 million** (**18.1%**) for the six months ended June 30, 2025, primarily due to lower volume changes[130](index=130&type=chunk) - Operating income was negatively impacted by a **$5.6 million** increase in forward estimated loss provisions for long-term contracts (Network Rail, Deutsche Bahn, SBB) in Q2 2025, and decreases of **$6.2 million** and **$9.8 million** from lower demand for after-market parts and safety/diagnostics technology[133](index=133&type=chunk) - A favorable net change of **$5.5 million** in forward estimated loss provisions for long-term contracts positively affected operating income for the six months ended June 30, 2025, compared to the prior year[133](index=133&type=chunk) [General Corporate](index=37&type=section&id=General%20Corporate) This section discusses the financial impact of general corporate activities, including SG&A expenses and non-recurring gains - Corporate operating income was negatively impacted by increased SG&A of **$7.6 million** and **$10.3 million** for the three and six months ended June 30, 2025, respectively[132](index=132&type=chunk) - A **$3.3 million** net gain on the sale of assets recognized in Corporate during the six months ended June 30, 2024, did not reoccur in 2025, contributing to the negative impact[132](index=132&type=chunk) [Consolidated Results](index=38&type=section&id=Consolidated%20Results) This section provides an overview of the company's consolidated financial performance, including total revenues, operating income, and net income Consolidated Financial Performance (In millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $562.3 | $610.0 | $1,110.5 | $1,210.3 | | Operating income (loss) from continuing operations | $(7.2) | $31.3 | $23.5 | $57.1 | | Net income (loss) | $(46.5) | $(11.1) | $(58.7) | $(28.0) | | Diluted earnings (loss) per common share from continuing operations | $(0.58) | $(0.16) | $(0.74) | $(0.37) | | Effective income tax rate for continuing operations | (8.5)% | (3,036.4)% | (25.4)% | (226.8)% | - Total revenues decreased by **$47.7 million** (**7.8%**) and **$99.8 million** (**8.2%**) for the three and six months ended June 30, 2025, respectively, compared to the prior year[135](index=135&type=chunk) - SG&A expenses increased by **$5.0 million** (**5.6%**) and **$7.0 million** (**4.0%**) for the three and six months ended June 30, 2025, driven by higher compensation costs and professional fees, partially offset by a reduction in the provision for expected credit losses[139](index=139&type=chunk) - Loss from continuing operations widened to **$(45.9) million** and **$(56.9) million** for the three and six months ended June 30, 2025, respectively, compared to **$(10.2) million** and **$(26.0) million** in the prior year[151](index=151&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to generate and manage cash, including its borrowing capacity and compliance with debt covenants - The Company expects sufficient financial liquidity and borrowing capacity from operations and Senior Secured Credit Facilities to meet operating and debt service needs, based on continued covenant compliance[154](index=154&type=chunk) Cash Flow Summary (In millions) | (In millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided (used) by operating activities | $28.6 | $40.4 | | Net cash used by investing activities | $(61.2) | $(19.2) | | Net cash provided (used) by financing activities | $54.1 | $(28.5) | | Net change in cash and cash equivalents, including restricted cash | $23.4 | $(17.1) | - As of June 30, 2025, the Company was in compliance with debt covenants, with a Net Debt to Consolidated Adjusted EBITDA ratio of **4.75x** (permitted max **5.00x**) and an interest coverage ratio of **2.84x** (permitted min **2.50x**)[162](index=162&type=chunk) - The Company's consolidated cash and cash equivalents at June 30, 2025, included **$96.2 million** held by non-U.S. subsidiaries, with approximately **3.6%** having regulatory restrictions[166](index=166&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=44&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) No significant changes to the company's market risks have occurred since the prior fiscal year's Annual Report on Form 10-K - Market risks have not changed significantly from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024[169](index=169&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=44&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section evaluates the company's disclosure controls and procedures, reporting on any changes in internal control over financial reporting - As of June 30, 2025, management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures are effective[170](index=170&type=chunk) - There were no changes in the Company's internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[171](index=171&type=chunk) [PART II — OTHER INFORMATION](index=46&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, other information, and a list of exhibits [ITEM 1. LEGAL PROCEEDINGS](index=46&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Information on legal proceedings is referenced in Note 12, Commitments and Contingencies, within the financial statements - Information on legal proceedings is included in Note 12, Commitments and Contingencies, in Part I, Item 1, Financial Statements[174](index=174&type=chunk) [ITEM 1A. RISK FACTORS](index=46&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section updates the company's risk factors, including a new risk concerning strategic alternatives for the Clean Earth business - The Company's risk factors as of June 30, 2025, have not changed materially from those described in the 2024 Annual Report on Form 10-K, except for a new risk factor[175](index=175&type=chunk) - A new risk factor addresses the uncertainty and potential adverse effects on business, results of operations, and financial condition from the announced evaluation of strategic alternatives, including a potential sale or separation of the Clean Earth business[175](index=175&type=chunk)[176](index=176&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=46&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) No unregistered sales of equity securities or use of proceeds are reported in this period - No unregistered sales of equity securities and use of proceeds to report[177](index=177&type=chunk) [ITEM 5. OTHER INFORMATION](index=46&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section reports on Rule 10b5-1 trading arrangements involving the company's directors and officers - During the three months ended June 30, 2025, no director or officer adopted, modified, or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement[178](index=178&type=chunk) [ITEM 6. EXHIBITS](index=47&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the report, including award agreements, plan amendments, certifications, and interactive data files - Exhibits include forms of RSU, PSU, and SAR Award Agreements, amendments to equity compensation plans, and certifications (Rule 13a-14(a) and 18 U.S.C. Section 1350)[180](index=180&type=chunk) - Interactive Data Files (XBRL) are also included as exhibits[180](index=180&type=chunk) [SIGNATURES](index=48&type=section&id=SIGNATURES) This section contains the official signatures of the company's authorized financial officers, certifying the report's accuracy - The report was signed on August 5, 2025, by Tom Vadaketh, Senior Vice President and Chief Financial Officer, and Samuel C. Fenice, Vice President and Corporate Controller[183](index=183&type=chunk)