Clean Harbors(CLH) - 2022 Q1 - Quarterly Report

PART I: FINANCIAL INFORMATION ITEM 1: Unaudited Financial Statements This section presents the unaudited consolidated financial statements for the quarter ended March 31, 2022, including key statements and detailed notes Consolidated Balance Sheets Total assets grew to $5.73 billion, and stockholders' equity increased by 5.24% to $1.59 billion as of March 31, 2022 Consolidated Balance Sheets | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | Change (in thousands) | % Change | | :----- | :---------------------------- | :------------------------------- | :-------------------- | :------- | | Total Assets | $5,726,257 | $5,653,699 | $72,558 | 1.28% | | Total Current Assets | $1,807,248 | $1,741,171 | $66,077 | 3.79% | | Total Liabilities | $4,133,020 | $4,139,812 | $(6,792) | -0.16% | | Total Stockholders' Equity | $1,593,237 | $1,513,887 | $79,350 | 5.24% | Unaudited Consolidated Statements of Operations Total revenues grew 44.66% to $1.17 billion, driving a 108.48% increase in net income for the first quarter of 2022 Unaudited Consolidated Statements of Operations | Metric | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :----- | :------------------ | :------------------ | :-------------------- | :------- | | Total Revenues | $1,169,109 | $808,148 | $360,961 | 44.66% | | Income from Operations | $87,093 | $50,855 | $36,238 | 71.26% | | Net Income | $45,314 | $21,736 | $23,578 | 108.48% | | Basic EPS | $0.83 | $0.40 | $0.43 | 107.50% | | Diluted EPS | $0.83 | $0.39 | $0.44 | 112.82% | Unaudited Consolidated Statements of Comprehensive Income Total comprehensive income increased 135.03% to $79.2 million, driven by strong net income and other comprehensive income Unaudited Consolidated Statements of Comprehensive Income | Metric | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :----- | :------------------ | :------------------ | :-------------------- | :------- | | Net Income | $45,314 | $21,736 | $23,578 | 108.48% | | Other Comprehensive Income | $33,849 | $11,948 | $21,901 | 183.30% | | Total Comprehensive Income | $79,163 | $33,684 | $45,480 | 135.03% | Unaudited Consolidated Statements of Cash Flows Net cash from operating activities shifted to an outflow of $(38.6) million, a significant decrease from a $103.0 million inflow in the prior year Unaudited Consolidated Statements of Cash Flows | Metric | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | | :----- | :------------------ | :------------------ | :-------------------- | | Net cash (used in) from operating activities | $(38,629) | $103,000 | $(141,629) | | Net cash used in investing activities | $(58,861) | $(86,737) | $27,876 | | Net cash used in financing activities | $(16,080) | $(40,620) | $24,540 | | Decrease in cash and cash equivalents | $(112,991) | $(22,718) | $(90,273) | | Cash and cash equivalents, end of period | $339,584 | $496,383 | $(156,799) | Unaudited Consolidated Statements of Stockholders' Equity Total stockholders' equity increased to $1.59 billion, driven by net income and other comprehensive income Stockholders' Equity Changes (January 1 to March 31, 2022) | Item | Amount (in thousands) | | :--- | :-------------------- | | Balance at January 1, 2022 | $1,513,887 | | Net income | $45,314 | | Other comprehensive income | $33,849 | | Stock-based compensation | $5,712 | | Issuance of common stock for restricted share vesting, net of employee tax withholdings | $(1,831) | | Repurchases of common stock | $(3,694) | | Balance at March 31, 2022 | $1,593,237 | Notes to Unaudited Consolidated Financial Statements This section details the basis of presentation, accounting policies, revenue, acquisitions, and other key financial statement components (1) BASIS OF PRESENTATION - Interim financial statements are unaudited and prepared in accordance with SEC rules, including normal recurring adjustments[23] - Management's estimates and assumptions were used, and actual results could differ from those estimates[23] (2) SIGNIFICANT ACCOUNTING POLICIES - No material changes to significant accounting policies since the December 31, 2021, Annual Report on Form 10-K[24] (3) REVENUES - Revenue disaggregation is based on geographic location and source, reflecting how economic factors affect revenue and cash flows[25] - Services like Technical, Field & Emergency Response, and Industrial Services recognize revenue over time using the input method (time and materials)[25][26][29] - Product revenue (e.g., Safety-Kleen Oil) is recognized at a point in time upon transfer of control to the customer[31][32] Total Third-Party Revenues by Segment and Geography (Three Months Ended March 31, 2022 vs. 2021) | Segment/Geography | 2022 (in thousands) | 2021 (in thousands) | | :---------------- | :------------------ | :------------------ | | Total Third-Party Revenues | $1,169,109 | $808,148 | | Environmental Services | $940,798 | $652,878 | | Safety-Kleen Sustainability Solutions | $228,239 | $155,191 | | United States | $1,037,280 | $714,577 | | Canada | $131,829 | $93,571 | Total Third-Party Revenues by Source (Three Months Ended March 31, 2022 vs. 2021) | Source of Revenue | 2022 (in thousands) | 2021 (in thousands) | | :---------------- | :------------------ | :------------------ | | Technical Services | $323,656 | $272,040 | | Field and Emergency Response Services | $132,359 | $105,168 | | Industrial Services and Other | $308,910 | $119,889 | | Safety-Kleen Environmental Services | $220,333 | $194,838 | | Safety-Kleen Oil | $183,851 | $116,213 | (4) BUSINESS COMBINATIONS - Acquired HydroChemPSC on October 8, 2021, for approximately $1.23 billion, integrating it into the Environmental Services segment[39] - Received a $5.0 million working capital adjustment in Q1 2022, decreasing the overall purchase price[39][40] - Goodwill of $676.9 million was assigned to the Environmental Sales & Service reporting unit from the HydroChemPSC acquisition[40] Pro-Forma Combined Financial Data (Three Months Ended March 31, 2021) | Metric | Amount (in thousands) | | :----- | :-------------------- | | Pro forma combined revenues | $986,188 | | Pro forma combined net income | $27,552 | (5) INVENTORIES AND SUPPLIES Inventories and Supplies (in thousands) | Category | March 31, 2022 | December 31, 2021 | | :------- | :------------- | :---------------- | | Oil and oil related products | $105,011 | $101,965 | | Supplies | $136,031 | $126,602 | | Solvent and solutions | $9,141 | $8,099 | | Other | $14,550 | $14,026 | | Total inventories and supplies | $264,733 | $250,692 | (6) PROPERTY, PLANT AND EQUIPMENT - Depreciation expense (inclusive of landfill and finance lease amortization) for the three months ended March 31, 2022, was $72.1 million, an increase from $64.6 million in the comparable 2021 period[47] Property, Plant and Equipment, Net (in thousands) | Metric | March 31, 2022 | December 31, 2021 | | :----- | :------------- | :---------------- | | Total property, plant and equipment, net | $1,881,542 | $1,863,175 | (7) GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization expense for permits, customer and supplier relationships, and other intangible assets was $12.2 million for the three months ended March 31, 2022, up from $7.6 million in the comparable 2021 period[50] Goodwill by Segment (in thousands) | Segment | January 1, 2022 | Measurement Period Adjustments | Foreign Currency Translation | March 31, 2022 | | :------ | :-------------- | :----------------------------- | :--------------------------- | :------------- | | Environmental Services | $1,085,534 | $(6,557) | $671 | $1,079,648 | | Safety-Kleen Sustainability Solutions | $141,508 | — | $243 | $141,751 | | Totals | $1,227,042 | $(6,557) | $914 | $1,221,399 | Total Permits and Other Intangible Assets, Net (in thousands) | Metric | March 31, 2022 | December 31, 2021 | | :----- | :------------- | :---------------- | | Total permits and other intangible assets, net | $633,445 | $644,912 | (8) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued Expenses and Other Current Liabilities (in thousands) | Category | March 31, 2022 | December 31, 2021 | | :------- | :------------- | :---------------- | | Accrued insurance | $99,819 | $102,853 | | Accrued interest | $9,271 | $19,785 | | Accrued compensation and benefits | $101,486 | $133,604 | | Accrued income, real estate, sales and other taxes | $42,758 | $29,954 | | Interest rate swap liability | $1,622 | $17,383 | | Accrued other | $83,879 | $87,835 | | Total | $338,835 | $391,414 | (9) CLOSURE AND POST-CLOSURE LIABILITIES - New asset retirement obligations incurred in Q1 2022 were discounted at a credit-adjusted risk-free rate of 5.37%[55] Closure and Post-Closure Liabilities (in thousands) | Category | January 1, 2022 | March 31, 2022 | | :------- | :-------------- | :------------- | | Landfill Retirement Liability | $53,425 | $53,939 | | Non-Landfill Retirement Liability | $45,678 | $46,760 | | Total | $99,103 | $100,699 | (10) REMEDIAL LIABILITIES - A $13.1 million liability was assumed in a real estate acquisition in 2022, which was factored into the purchase price[56] Remedial Liabilities (in thousands) | Category | January 1, 2022 | March 31, 2022 | | :------- | :-------------- | :------------- | | Remedial Liabilities for Landfill Sites | $1,780 | $1,790 | | Remedial Liabilities Inactive for Sites | $59,787 | $59,890 | | Remedial Liabilities (Including Superfund) for Non-Landfill Operations | $50,306 | $63,049 | | Total | $111,873 | $124,729 | (11) FINANCING ARRANGEMENTS - The Company has a $400.0 million revolving credit facility with $290.3 million available to borrow as of March 31, 2022[62] - Interest rate swap agreements effectively fix interest rates on $350.0 million of 2024 Term Loans (at ~4.67%) and $600.0 million of 2028 Term Loans (at ~2.931%)[64][65] Long-Term Debt Summary (in thousands) | Debt Type | March 31, 2022 | December 31, 2021 | | :-------- | :------------- | :---------------- | | Secured senior term loans due 2024 | $710,207 | $712,091 | | Secured senior term loans due 2028 | $987,500 | $990,000 | | Unsecured senior notes, 4.875%, due 2027 | $545,000 | $545,000 | | Unsecured senior notes, 5.125%, due 2029 | $300,000 | $300,000 | | Long-term debt, at carrying value | $2,513,944 | $2,517,024 | (12) INCOME TAXES - The decrease in the effective tax rate is largely due to a decrease in unbenefited losses in certain of the Company's Canadian entities[70] Income Tax Provision and Effective Tax Rate (Three Months Ended March 31) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :----- | :------------------ | :------------------ | | Provision for income taxes | $17,466 | $9,973 | | Effective tax rate | 27.8% | 31.5% | (13) EARNINGS PER SHARE - Weighted-average basic shares outstanding were 54,408 thousand in 2022, down from 54,723 thousand in 2021[71] Earnings Per Share (Three Months Ended March 31) | Metric | 2022 | 2021 | | :----- | :--- | :--- | | Basic EPS | $0.83 | $0.40 | | Diluted EPS | $0.83 | $0.39 | (14) ACCUMULATED OTHER COMPREHENSIVE LOSS - Other comprehensive income for the period was $33.8 million, contributing to the reduction in accumulated loss[72] Accumulated Other Comprehensive Loss (in thousands) | Component | January 1, 2022 | March 31, 2022 | | :-------- | :-------------- | :------------- | | Foreign Currency Translation | $(177,824) | $(171,312) | | Unrealized (Loss) Gain on Available-For-Sale Securities | $(150) | $(678) | | Unrealized (Loss) Gain on Interest Rate Hedge | $(17,383) | $10,492 | | Unrealized Loss on Unfunded Pension Liability | $(655) | $(665) | | Total | $(196,012) | $(162,163) | (15) STOCK-BASED COMPENSATION - Unrecognized compensation cost for restricted stock awards was $31.1 million as of March 31, 2022, with a weighted average recognition period of 3.1 years[75] - Unrecognized compensation cost for performance stock awards was $11.1 million as of March 31, 2022[77] Stock-Based Compensation Expense (Three Months Ended March 31) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :----- | :------------------ | :------------------ | | Total stock-based compensation cost | $5,712 | $3,480 | | Income tax benefit | $1,100 | $700 | (16) COMMITMENTS AND CONTINGENCIES - The Company is subject to legal proceedings and claims, including commercial, employment, and environmental matters[79] - The Company believes it is not reasonably possible that potential liability beyond recorded amounts will materially affect its financial position, results of operations, or cash flows[80] - Safety-Kleen is a defendant in approximately 61 product liability lawsuits as of March 31, 2022, for which the Company maintains insurance coverage[82][85] - The Company has been identified as a potentially responsible party (PRP) at 131 Superfund related sites, with potential liability exceeding $1.0 million at three of these sites[86][87] Reserves for Legal and Administrative Proceedings (in thousands) | Category | March 31, 2022 | December 31, 2021 | | :------- | :------------- | :---------------- | | Total reserves | $36,200 | $36,100 | | Related to pending legal/administrative proceedings (including Superfund) | $24,000 | $24,100 | | Primarily related to federal, state, and provincial enforcement actions | $12,200 | $12,000 | (17) SEGMENT REPORTING - The Company is managed and reports as two operating segments: Environmental Services and Safety-Kleen Sustainability Solutions[93] - Primary financial measure for segment performance evaluation is "Adjusted EBITDA"[93] Direct Revenues by Segment (Three Months Ended March 31) | Segment | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :------ | :------------------ | :------------------ | :-------------------- | :------- | | Environmental Services | $947,445 | $654,602 | $292,843 | 44.7% | | Safety-Kleen Sustainability Solutions | $221,592 | $153,467 | $68,125 | 44.4% | | Corporate Items | $72 | $79 | $(7) | N/M | | Total | $1,169,109 | $808,148 | $360,961 | 44.7% | Adjusted EBITDA by Segment (Three Months Ended March 31) | Segment | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :------ | :------------------ | :------------------ | :-------------------- | :------- | | Environmental Services | $183,602 | $140,254 | $43,348 | 30.9% | | Safety-Kleen Sustainability Solutions | $51,877 | $31,632 | $20,245 | 64.0% | | Corporate Items | $(55,220) | $(42,435) | $(12,785) | (30.1)% | | Total | $180,259 | $129,451 | $50,808 | 39.2% | ITEM 2: Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Q1 2022 financial performance, highlighting revenue growth, segment results, cost pressures, and liquidity Forward-Looking Statements - Forward-looking statements are identified by words like "believes," "expects," "intends," and "anticipates"[97] - Such statements are subject to risks and uncertainties, including those identified as "Risk Factors" in SEC filings, which could cause actual results to differ materially[97] Overview - Clean Harbors is North America's leading provider of environmental and industrial services, including hazardous waste management, emergency response, industrial cleaning, and recycling[98] - The company operates the largest number of hazardous waste incinerators, landfills, and TSDFs in North America[98] - It is also the largest re-refiner and recycler of used oil and provider of parts washer services in North America[98] - Segment performance is primarily evaluated using Adjusted EBITDA, considering factors like customer demand, waste volumes, utilization rates, and macroeconomic trends[99][100][102] Highlights - Environmental Services direct revenues increased by $292.8 million (44.7%), partly due to the HydroChemPSC acquisition[103] - Safety-Kleen Sustainability Solutions direct revenues increased by $68.1 million (44.4%), primarily due to higher pricing of base and blended oil products[103] - Increased costs in both segments were due to higher business levels, revenue mix, and inflationary pressures[104] Q1 2022 Financial Highlights (Three Months Ended March 31) | Metric | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :----- | :------------------ | :------------------ | :-------------------- | :------- | | Total Revenues | $1,169,109 | $808,148 | $360,961 | 44.7% | | Income from Operations | $87,093 | $50,855 | $36,238 | 71.3% | | Net Income | $45,314 | $21,736 | $23,578 | 108.5% | | Adjusted EBITDA | $180,259 | $129,451 | $50,808 | 39.2% | | Net cash (used in) from operating activities | $(38,629) | $103,000 | $(141,629) | N/A | | Adjusted free cash flow | $(107,617) | $62,291 | $(169,908) | N/A | Segment Performance Direct Revenues by Segment (Three Months Ended March 31) | Segment | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :------ | :------------------ | :------------------ | :-------------------- | :------- | | Environmental Services | $947,445 | $654,602 | $292,843 | 44.7% | | Safety-Kleen Sustainability Solutions | $221,592 | $153,467 | $68,125 | 44.4% | | Total | $1,169,109 | $808,148 | $360,961 | 44.7% | Adjusted EBITDA by Segment (Three Months Ended March 31) | Segment | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :------ | :------------------ | :------------------ | :-------------------- | :------- | | Environmental Services | $183,602 | $140,254 | $43,348 | 30.9% | | Safety-Kleen Sustainability Solutions | $51,877 | $31,632 | $20,245 | 64.0% | | Corporate Items | $(55,220) | $(42,435) | $(12,785) | (30.1)% | | Total | $180,259 | $129,451 | $50,808 | 39.2% | Direct Revenues - Revenues are impacted by industrial activity, economic growth, environmental projects, competitive pricing, acquisitions, emergency response, weather, oil pricing, and regulatory changes[110] Environmental Services - Direct revenues increased by $292.8 million (44.7%) due to HydroChemPSC operations and organic growth[111] - Industrial service offerings revenues increased by $184.4 million, with HydroChemPSC contributing approximately $155.8 million[111] - Technical services revenues increased by $63.8 million largely due to higher throughput at facilities and increased pricing for disposal services[111] - Incinerator utilization increased to 85% in Q1 2022 from 80% in Q1 2021[111] Safety-Kleen Sustainability Solutions - Direct revenues increased by $68.1 million (44.4%) predominantly due to higher pricing of base and blended oil products[112] - Base oil sales revenues increased by approximately $50.4 million, almost entirely due to pricing, with flat volumes[112] - Blended oil products revenues increased by $11.0 million due to pricing increases, more than offsetting slightly lower volumes[112] Cost of Revenues - Costs increased due to higher business levels, revenue mix, and inflationary pressures on internal and external labor, transportation, general supplies, and energy-related costs[113] - Management is addressing cost increases through constant cost monitoring, customer pricing strategies, technology upgrades, facility modifications, and strategic sourcing[113] Environmental Services - Cost of revenues increased by $234.1 million, driven by higher direct revenues and additional costs from HydroChemPSC operations[115] - Cost of revenues as a percentage of direct revenues increased by 3.4% due to service mix changes (lower COVID-19 decontamination, higher industrial services with lower margins) and inflationary pressures[115] - Overall, labor and benefit related costs increased $110.1 million, equipment and supply costs increased $67.4 million, and external transportation, vehicle and fuel related costs increased $40.4 million[115] Safety-Kleen Sustainability Solutions - Cost of revenues increased by $43.6 million, primarily due to a $31.7 million increase in oil additives and other raw materials, including higher costs to obtain used oil feedstock[116] - Cost of revenues as a percentage of direct revenues improved by 2.0% due to increased product pricing outpacing cost increases, reflecting effective spread management[117] - Other cost increases included external transportation, vehicle and fuel costs ($4.5 million) and labor and benefit related costs ($2.5 million)[116] Selling, General and Administrative Expenses - SG&A expenses are managed commensurate with segment performance and revenue levels to maintain competitiveness[118] Environmental Services - SG&A expenses increased by $15.4 million, primarily due to an $11.0 million increase in labor and benefit related costs, largely from HydroChemPSC operations[118] - SG&A as a percentage of direct revenues improved by 1.3%[118] Safety-Kleen Sustainability Solutions - SG&A expenses increased by $4.2 million, with $3.4 million attributed to labor and benefit related costs, aligning with increased direct revenues[120] - SG&A as a percentage of direct revenues remained relatively consistent[120] Corporate Items - Corporate Items SG&A expenses increased by $9.9 million, mainly due to a $6.2 million increase in labor and benefits, incentive compensation, and stock-based compensation costs[121] - These increases were partially offset by a $3.0 million breakup fee received related to the termination of a proposed asset acquisition[121] - As a percentage of total Clean Harbors' direct revenues, Corporate Items SG&A decreased by 0.9%[121] Adjusted EBITDA - Adjusted EBITDA is a non-GAAP measure used by management to understand operating performance, communicate with lenders, and determine compensation[122][124] Adjusted EBITDA (Three Months Ended March 31) | Metric | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :----- | :------------------ | :------------------ | :-------------------- | :------- | | Environmental Services | $183,602 | $140,254 | $43,348 | 30.9% | | Safety-Kleen Sustainability Solutions | $51,877 | $31,632 | $20,245 | 64.0% | | Corporate Items | $(55,220) | $(42,435) | $(12,785) | (30.1)% | | Total Adjusted EBITDA | $180,259 | $129,451 | $50,808 | 39.2% | Reconciliation of Net Income to Adjusted EBITDA (Three Months Ended March 31) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :----- | :------------------ | :------------------ | | Net income | $45,314 | $21,736 | | Accretion of environmental liabilities | $3,156 | $2,953 | | Stock-based compensation | $5,712 | $3,480 | | Depreciation and amortization | $84,298 | $72,163 | | Other (income) expense, net | $(704) | $1,228 | | Interest expense, net of interest income | $25,017 | $17,918 | | Provision for income taxes | $17,466 | $9,973 | | Adjusted EBITDA | $180,259 | $129,451 | Depreciation and Amortization - The increase is primarily due to the depreciation and amortization of HydroChemPSC tangible and intangible assets acquired in Q4 2021[129] Depreciation and Amortization (Three Months Ended March 31) | Category | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :------- | :------------------ | :------------------ | :-------------------- | :------- | | Depreciation of fixed assets and amortization of landfills and finance leases | $72,058 | $64,574 | $7,484 | 11.6% | | Permits and other intangibles amortization | $12,240 | $7,589 | $4,651 | 61.3% | | Total depreciation and amortization | $84,298 | $72,163 | $12,135 | 16.8% | Provision for Income Taxes - The decrease in the effective tax rate is largely due to a decrease in unbenefited losses in certain of the Company's Canadian entities[130] Provision for Income Taxes (Three Months Ended March 31) | Metric | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :----- | :------------------ | :------------------ | :-------------------- | :------- | | Provision for income taxes | $17,466 | $9,973 | $7,493 | 75.1% | | Effective tax rate | 27.8% | 31.5% | (3.7)% | N/A | Liquidity and Capital Resources - The Company's primary cash requirements are to fund operations, capital expenditures, interest payments, and investments in line with its business strategy[133] - Future operating cash flows are expected to be sufficient to meet future operating and internal investing cash needs[133] - Existing cash balance and the availability of additional borrowings under the revolving credit facility provide additional potential sources of liquidity[133] Summary of Cash Flow Activity Summary of Cash Flow Activity (Three Months Ended March 31) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :----- | :------------------ | :------------------ | | Net cash (used in) from operating activities | $(38,629) | $103,000 | | Net cash used in investing activities | $(58,861) | $(86,737) | | Net cash used in financing activities | $(16,080) | $(40,620) | Net cash (used in) from operating activities - The decrease in operating cash flows from the comparable period of 2021 was attributable to an increase in working capital and higher incentive compensation and interest payments in Q1 2022, partially offset by greater levels of operating income[135] Net cash used in investing activities - The decrease in net cash used in investing activities was primarily due to a $28.0 million positive change in marketable securities cash flows and a $27.9 million decrease in acquisitions (including a $5.0 million working capital adjustment from HydroChemPSC)[136] - Additions to property, plant and equipment increased by $28.4 million[136] Net cash used in financing activities - The decrease in net cash used in financing activities was primarily due to a $22.9 million decrease in repurchases of common stock during Q1 2022[137] Adjusted Free Cash Flow - Adjusted free cash flow is a key liquidity measure and a basis for management incentive compensation[138] Adjusted Free Cash Flow (Three Months Ended March 31) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :----- | :------------------ | :------------------ | | Net cash (used in) from operating activities | $(38,629) | $103,000 | | Additions to property, plant and equipment | $(70,308) | $(41,913) | | Proceeds from sale and disposal of fixed assets | $1,320 | $1,204 | | Adjusted free cash flow | $(107,617) | $62,291 | Summary of Capital Resources - $290.3 million was available to borrow under the $400.0 million revolving credit facility as of March 31, 2022[142] Cash and Marketable Securities (in thousands) | Metric | March 31, 2022 | December 31, 2021 | | :----- | :------------- | :---------------- | | Cash and cash equivalents and marketable securities | $414,900 | $534,300 | Material Capital Requirements - Anticipated 2022 capital spending (net of disposals) is $310.0 million to $330.0 million, including $40.0 million to $45.0 million for a new incinerator in Kimball, Nebraska[143] Capital Expenditures (Three Months Ended March 31) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :----- | :------------------ | :------------------ | | Capital expenditures | $70,300 | $41,900 | Financing Arrangements - Financing arrangements include $717.7 million of senior secured term loans due 2024, $545.0 million of 4.875% senior unsecured notes due 2027, $997.5 million of senior secured term loans due 2028, and $300.0 million of 5.125% senior unsecured notes due 2029[145] - The Company maintains a $400.0 million revolving credit facility with $290.3 million available to borrow as of March 31, 2022[145] - The Company was in compliance with the covenants of all its debt agreements as of December 31, 2021[146] Capital Expenditures - Capital expenditures during the first three months of 2022 were $70.3 million, compared to $41.9 million during the first three months of 2021[143] - Anticipated 2022 capital spending, net of disposals, will be in the range of $310.0 million to $330.0 million[143] Common Stock Repurchases Pursuant to Publicly Announced Plan - As of March 31, 2022, an additional $151.7 million remained available for repurchase of shares under the $600.0 million board-approved program[148] Common Stock Repurchases (Three Months Ended March 31) | Metric | 2022 | 2021 | | :----- | :--- | :--- | | Shares repurchased (in thousands) | 41.1 | 300.0 | | Total expenditures (in millions) | $3.7 | $26.5 | Environmental Liabilities - The increase is primarily due to new liabilities, including those assumed in a real estate acquisition ($14.0 million), and accretion ($3.2 million), partially offset by expenditures ($3.6 million)[150] Total Environmental Liabilities (in thousands) | Category | March 31, 2022 | December 31, 2021 | Change | % Change | | :------- | :------------- | :---------------- | :----- | :------- | | Closure and post-closure liabilities | $100,699 | $99,103 | $1,596 | 1.6% | | Remedial liabilities | $124,729 | $111,873 | $12,856 | 11.5% | | Total environmental liabilities | $225,428 | $210,976 | $14,452 | 6.9% | Letters of Credit - As of March 31, 2022, $109.7 million in standby letters of credit were outstanding, serving as security for financial assurances required by regulatory bodies for hazardous waste facilities[153] Critical Accounting Policies and Estimates - There were no material changes in the first three months of 2022 to the information provided under the heading "Critical Accounting Policies and Estimates" included in the Annual Report on Form 10-K for the year ended December 31, 2021[154] ITEM 3: Quantitative and Qualitative Disclosures About Market Risk No material changes to market risk disclosures occurred in Q1 2022 compared to the 2021 Annual Report on Form 10-K - No material changes to the quantitative and qualitative disclosures about market risk in Q1 2022[155] ITEM 4: Controls and Procedures The CEO and CFO concluded that disclosure controls and procedures were effective, with no material changes to internal controls - CEO and CFO concluded that disclosure controls and procedures were effective as of March 31, 2022[156] - No material changes in internal control over financial reporting were identified during the three months ended March 31, 2022[157] Evaluation of Disclosure Controls and Procedures - Disclosure controls and procedures were evaluated under the supervision of the CEO and CFO and concluded to be effective as of March 31, 2022[156] Changes in Internal Control over Financial Reporting - No changes in the Company's internal control over financial reporting were identified during the three months ended March 31, 2022, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[157] PART II: OTHER INFORMATION ITEM 1: Legal Proceedings This section incorporates by reference the detailed discussion of legal proceedings from Note 16 of the financial statements - Legal proceedings information is incorporated by reference from Note 16, "Commitments and Contingencies," to the unaudited consolidated financial statements[162] ITEM 1A: Risk Factors There have been no material changes to the risk factors previously disclosed in the Company's 2021 Annual Report on Form 10-K - No material changes to the risk factors from the information provided in Item 1A. in the Company's Annual Report on Form 10-K for the year ended December 31, 2021[163] ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds This section details the Company's common stock repurchase program, including shares purchased and remaining authorization Common Stock Repurchase Program - The board of directors has authorized the repurchase of up to $600.0 million of common stock, with $151.7 million remaining available as of March 31, 2022[165] Common Stock Repurchases (Q1 2022) | Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) (in thousands) | | :----- | :----------------------------- | :--------------------------- | :------------------------------------------------------------------------------- | :---------------------------------------------------------------------------------------------------- | | January 1, 2022 through January 31, 2022 | 20,910 | $89.24 | 20,768 | $153,590 | | February 1, 2022 through February 28, 2022 | 24,689 | $91.04 | 20,350 | $151,748 | | March 1, 2022 through March 31, 2022 | 13,619 | $103.66 | — | $151,748 | | Total | 59,218 | $93.30 | 41,118 | | ITEM 3: Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported[166] ITEM 4: Mine Safety Disclosures This item is not applicable to the Company - This item is not applicable to the Company[166] ITEM 5: Other Information No other information was reported in this section for the current period - No other information was reported[166] ITEM 6: Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including various certifications and data files - Exhibits include CEO and CFO certifications (31.1, 31.2), Section 1350 Certifications (32), and Interactive Data Files (101, 104)[169] Signatures The report was duly signed on May 4, 2022, by the CEO and CFO on behalf of Clean Harbors, Inc - The report was signed by Alan S. McKim (Chairman, President, and Chief Executive Officer) and Michael L. Battles (Executive Vice President and Chief Financial Officer) on May 4, 2022[173]