Press Release Details
Press Release Details

Harsco Corporation Reports Third Quarter 2020 Results

Nov 03,2020
  • Third Quarter Revenues Increased 14 Percent From The Second Quarter To $509 Million As COVID-19 Business Impacts Began To Ease; Revenues Increased 20 Percent From Prior Year Third Quarter Due Mainly To ESOL Acquisition 
     
  • Third Quarter GAAP Operating Income Of $5 Million And GAAP Diluted Loss Per Share Of $0.10 Including Planned ESOL Integration Expenditures
     
  • Q3 Adjusted Earnings Per Share of $0.08
     
  • Adjusted Q3 EBITDA Of $59 Million 
     
  • Net Cash Provided By Operating Activities Of $21 Million And Free Cash Flow Increased To $18 Million In Q3 As A Result Of Capital Spending Discipline And Working Capital Initiatives
     
  • Q4 Adjusted EBITDA Anticipated To Be Between $58 Million To $63 Million; Q4 Free Cash Flow Expected To Be Between $20 Million And $25 Million

CAMP HILL, Pa., Nov. 03, 2020 (GLOBE NEWSWIRE) -- Harsco Corporation (NYSE: HSC) today reported third quarter 2020 results. On a U.S. GAAP ("GAAP") basis, third quarter of 2020 diluted loss per share from continuing operations was $0.10 including acquisition integration costs. Adjusted diluted earnings per share from continuing operations in the third quarter of 2020 was $0.08. These figures compare with third quarter of 2019 GAAP diluted earnings per share from continuing operations of $0.22 and adjusted diluted earnings per share from continuing operations of $0.36.

GAAP operating income from continuing operations for the third quarter of 2020 was $5 million, while adjusted EBITDA excluding unusual items totaled $59 million in the quarter.

“Underlying market fundamentals within Harsco Environmental and Clean Earth steadily improved during the quarter and our businesses continued to execute well,” said Chairman and CEO Nick Grasberger. “In recent months, we also have made strong progress on our key initiatives, including our focus on preserving financial flexibility and integrating ESOL. With respect to ESOL, during the third quarter we began executing on major improvement initiatives to strengthen operational and commercial performance, after spending our initial 100-days focused on foundation-building integration. We're confident these actions will enable us to achieve our long-term financial goals at ESOL.”

“Looking forward, while we expect business conditions to continue improving in the fourth quarter, our visibility remains limited and the economic environment remains fluid. In this context, we continue to focus on factors within our control, including the safety and well-being of our employees and operational excellence in all functions of our business, as well as ongoing cost and capital-spending management to preserve our financial flexibility. We believe these actions will position us to continue our progress towards becoming a single-thesis environmental solutions company and to capitalize on growth opportunities as the global economy recovers.”


Harsco Corporation—Selected Third Quarter Results

($ in millions, except per share amounts)   Q3 2020   Q3 2019   Q2 2020
Revenues   $ 509       $ 423     $ 447    
Operating income from continuing operations - GAAP   $ 5       $ 47     $ 2    
Diluted EPS from continuing operations - GAAP   $ (0.10 )     $ 0.22     $ (0.14 )  
Adjusted EBITDA - excluding unusual items   $ 59       $ 87     $ 59    
Adjusted EBITDA margin - excluding unusual items   11.6   %   20.5 %   13.2   %
Adjusted diluted EPS from continuing operations - excluding unusual items   $ 0.08       $ 0.36     $ 0.13    

Note: Adjusted earnings per share and adjusted EBITDA details presented throughout this release are adjusted for unusual items; in addition, adjusted earnings per share details are adjusted for acquisition-related amortization expense.


Consolidated Third Quarter Operating Results

Consolidated total revenues from continuing operations were $509 million, an increase of 20 percent compared with the prior-year quarter due to the acquisition of ESOL in April, 2020 and higher revenues in the Rail segment. Foreign currency translation impacts on third quarter 2020 revenues were nominal compared with the prior-year period.

GAAP operating income from continuing operations was $5 million for the third quarter of 2020, compared with $47 million in the same quarter of last year. Meanwhile, adjusted EBITDA totaled $59 million in the third quarter of 2020 versus $87 million in the third quarter of 2019. This EBITDA change is attributable to COVID-19 impacts in each business segment, partially offset by ESOL contributions following its acquisition earlier in 2020.
 

Third Quarter Business Review


Environmental

($ in millions)   Q3 2020   Q3 2019   Q2 2020
Revenues   $ 223     $ 261     $ 204  
Operating income - GAAP   $ 12     $ 33     $ 14  
Adjusted EBITDA - excluding unusual items   $ 40     $ 60     $ 40  
Adjusted EBITDA margin - excluding unusual items   17.9 %   22.9 %   19.7 %


Environmental revenues totaled $223 million in the third quarter of 2020, compared with $261 million in the prior-year quarter. The segment's GAAP operating income and adjusted EBITDA totaled $12 million and $40 million, respectively, in the third quarter of 2020. These figures compare with GAAP operating income of $33 million and adjusted EBITDA of $60 million in the prior-year period. The change in the segment's adjusted EBITDA relative to the prior-year quarter is principally attributable to lower demand for environmental services and applied products as a result of COVID-19. Environmental's adjusted EBITDA margin was 17.9 percent in the third quarter of 2020.


Clean Earth

($ in millions)   Q3 2020   Q3 2019   Q2 2020
Revenues   $ 194     $ 88     $ 162  
Operating income - GAAP   $ 9     $ 11     $  
Adjusted EBITDA - excluding unusual items   20     19     $ 11  
Adjusted EBITDA margin - excluding unusual items   10.4 %   21.4 %   7.0 %

Note: The 2019 financial information provided above and discussed below for Clean Earth does not include a corporate cost allocation and does not include ESOL.


Clean Earth revenues totaled $194 million in the third quarter of 2020, compared with $88 million in the prior-year quarter. Segment operating income was $9 million and adjusted EBITDA totaled $20 million in the third quarter of 2020. These figures compare with $11 million and $19 million, respectively, in the prior-year period. The increase in revenues and adjusted EBITDA is attributable to the ESOL acquisition in the second quarter of 2020 and higher contributions from dredged material processing, partially offset by lower demand for hazardous and contaminated materials services as a result of the COVID-19 pandemic.
 

Rail

($ in millions)   Q3 2020   Q3 2019   2Q 2020
Revenues   $ 93     $ 75     $ 82  
Operating income - GAAP   $ 4     $ 12     $ 9  
Adjusted EBITDA - excluding unusual items   $ 5     $ 14     $ 10  
Adjusted EBITDA margin - excluding unusual items   5.8 %   19.1 %   12.2 %


Rail revenues increased 24 percent compared with the prior-year quarter to $93 million. This change reflects higher equipment sales including revenues from long-duration supply contracts. The segment's operating income and adjusted EBITDA totaled $4 million and $5 million, respectively, in the third quarter of 2020. These figures compare with operating income of $12 million and adjusted EBITDA of $14 million in the prior-year quarter. The EBITDA change year-on-year is attributable to a less favorable product mix and lower aftermarket parts and technology product volumes.

Cash Flow

Net cash provided by operating activities totaled $21 million in the third quarter of 2020, compared with net cash provided by operating activities of $45 million in the prior-year period. Free cash flow was $18 million (before transaction expenses) in the third quarter of 2020, compared with $5 million in the prior-year period. The improvement in free cash flow compared with the prior-year quarter is attributable to changes in net cash from operating activities, including cash generated from working capital, and lower capital expenditures.

Fourth Quarter Outlook

Underlying business conditions improved during the third quarter. However, the improvement realized was uneven and the pace of recovery varied within relevant end-markets. Fundamental improvement was most apparent within Harsco Environmental and Clean Earth and we expect these positive trends to continue in the fourth quarter. Meanwhile, Rail has yet to see a positive inflection as customers, particularly in North America, continue to defer capital spending as a result of pandemic-related pressures within the freight and passenger rail market. In total, the Company anticipates that its adjusted EBITDA in the fourth quarter will modestly improve, at the mid-point of guidance, versus the just-completed quarter. Specifically, Harsco expects its Q4 EBITDA to be within a range of $58 million to $63 million. This outlook also assumes that Corporate spending will be modestly higher in the fourth quarter compared with Q3 due to the timing of certain expenses.

Additionally, measures implemented earlier in 2020 to control costs remain in place and the Company is mindful that further cost actions may be necessary if the pace of economic recovery slows. The Company is also maintaining its capital spending and working capital discipline to support positive free cash flow. These ongoing actions are expected to enable Harsco to generate free cash flow of $20 million to $25 million in the final quarter of the year.

Lastly, this outlook is subject to certain risks related to COVID-19 and other factors and it assumes that any such factors will not alter the ongoing recovery in the fourth quarter.

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. The conference call will be broadcast live through the Harsco Corporation website at www.harsco.com. The Company will refer to a slide presentation that accompanies its formal remarks. The slide presentation will be available on the Company’s website.

The call can also be accessed by telephone by dialing (844) 467-8153 or (270) 855-8732. Enter Conference ID number 7674605. Listeners are advised to dial in at least five minutes prior to the call.

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," "plan" 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) changes in the worldwide business environment in which the Company operates, including changes in general economic conditions or changes due to COVID-19 and governmental and market reactions to COVID-19; (2) changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (3) 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; (4) changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; (5) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; (6) 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; (7) failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure; (8) unforeseen business disruptions in one or more of the many countries in which the Company operates due to political instability, civil disobedience, armed hostilities, public health issues or other calamities; (9) disruptions associated with labor disputes and increased operating costs associated with union organization; (10) the seasonal nature of the Company's business; (11) the Company's ability to successfully enter into new contracts and complete new acquisitions or strategic ventures in the time-frame contemplated, or at all; (12) the integration of the Company's strategic acquisitions; (13) potential severe volatility in the capital markets; (14) failure to retain key management and employees; (15) the amount and timing of repurchases of the Company's common stock, if any; (16) the outcome of any disputes with customers, contractors and subcontractors; (17) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged, have inadequate liquidity or whose business is significantly impacted by COVID-19) to maintain their credit availability; (18) implementation of environmental remediation matters; (19) risk and uncertainty associated with intangible assets and (20) 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 Annual Report on Form 10-K for the year ended December 31, 2019, together with those described in Item 1A, "Risk Factors," of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2020. 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.

About Harsco

Harsco Corporation is a global market leader providing environmental solutions for industrial and specialty waste streams and innovative technologies for the rail sector. Based in Camp Hill, PA, the 13,000-employee company operates in more than 30 countries. Harsco’s common stock is a component of the S&P SmallCap 600 Index and the Russell 2000 Index. Additional information can be found at www.harsco.com

 

HARSCO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
       
    Three Months Ended   Nine Months Ended
    September 30   September 30
(In thousands, except per share amounts)   2020   2019   2020   2019
Revenues from continuing operations:                
Service revenues   $ 384,279     $ 316,667     $ 1,021,196     $ 784,190  
Product revenues   125,119     106,488     334,324     319,765  
Total revenues   509,398     423,155     1,355,520     1,103,955  
Costs and expenses from continuing operations:                
Cost of services sold   313,136     239,519     835,277     608,230  
Cost of products sold   99,043     71,970     257,512     220,634  
Selling, general and administrative expenses   87,954     63,197     241,224     187,104  
Research and development expenses   568     1,341     2,620     3,210  
Other expenses, net   3,633     383     9,074     409  
Total costs and expenses   504,334     376,410     1,345,707     1,019,587  
Operating income from continuing operations   5,064     46,745     9,813     84,368  
Interest income   604     445     1,613     1,569  
Interest expense   (15,794 )   (12,819 )   (43,396 )   (24,429 )
Unused debt commitment and amendment fees       (158 )   (1,920 )   (7,593 )
Defined benefit pension income (expense)   1,859     (1,356 )   5,171     (4,166 )
Income (loss) from continuing operations before income taxes and equity income   (8,267 )   32,857     (28,719 )   49,749  
Income tax benefit (expense)   1,654     (12,601 )   4,640     (17,814 )
Equity income of unconsolidated entities, net   9     81     176     151  
Income (loss) from continuing operations   (6,604 )   20,337     (23,903 )   32,086  
Discontinued operations:                
Gain on sale of discontinued business       527,980     18,371     527,980  
Income (loss) from discontinued businesses   (1,531 )   272     (1,232 )   23,958  
Income tax expense related to discontinued businesses   (204 )   (110,732 )   (9,803 )   (112,701 )
Income (loss) from discontinued operations   (1,735 )   417,520     7,336     439,237  
Net income (loss)   (8,339 )   437,857     (16,567 )   471,323  
Less: Net income attributable to noncontrolling interests   (1,239 )   (2,506 )   (3,472 )   (6,633 )
Net income (loss) attributable to Harsco Corporation   $ (9,578 )   $ 435,351     $ (20,039 )   $ 464,690  
Amounts attributable to Harsco Corporation common stockholders:
Income (loss) from continuing operations, net of tax   $ (7,843 )   $ 17,831     $ (27,375 )   $ 25,453  
Income (loss) from discontinued operations, net of tax   (1,735 )   417,520     7,336     439,237  
Net income (loss) attributable to Harsco Corporation common stockholders   $ (9,578 )   $ 435,351     $ (20,039 )   $ 464,690  
Weighted-average shares of common stock outstanding   79,000     79,666     78,916     79,966  
Basic earnings (loss) per common share attributable to Harsco Corporation common stockholders:
Continuing operations   $ (0.10 )   $ 0.22     $ (0.35 )   $ 0.32  
Discontinued operations   (0.02 )   5.24     0.09     5.49  
Basic earnings (loss) per share attributable to Harsco Corporation common stockholders   $ (0.12 )   $ 5.46     $ (0.25 ) (a) $ 5.81  
Diluted weighted-average shares of common stock outstanding   79,000     81,110     78,916     81,749  
Diluted earnings (loss) per common share attributable to Harsco Corporation common stockholders:
Continuing operations   $ (0.10 )   $ 0.22     $ (0.35 )   $ 0.31  
Discontinued operations   (0.02 )   5.15     0.09     5.37  
Diluted earnings (loss) per share attributable to Harsco Corporation common stockholders   $ (0.12 )   $ 5.37     $ (0.25 ) (a) $ 5.68  

(a) Does not total due to rounding.

 

 

HARSCO CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
 
       
(In thousands)   September 30
2020
  December 31
2019
ASSETS        
Current assets:        
Cash and cash equivalents   $ 83,859     $ 57,259  
Restricted cash   2,283     2,473  
Trade accounts receivable, net   400,994     309,990  
Other receivables   38,325     21,265  
Inventories   170,037     156,991  
Current portion of contract assets   53,256     31,166  
Current portion of assets held-for-sale       22,093  
Other current assets   66,219     51,575  
Total current assets   814,973     652,812  
Property, plant and equipment, net   640,887     561,786  
Right-of-use assets, net   96,800     52,065  
Goodwill   881,911     738,369  
Intangible assets, net   443,682     299,082  
Deferred income tax assets   11,871     14,288  
Assets held-for-sale       32,029  
Other assets   55,365     17,036  
Total assets   $ 2,945,489     $ 2,367,467  
LIABILITIES        
Current liabilities:        
Short-term borrowings   $ 10,246     $ 3,647  
Current maturities of long-term debt   2,753     2,666  
Accounts payable   230,948     176,755  
Accrued compensation   41,320     37,992  
Income taxes payable   3,872     18,692  
Insurance liabilities   11,589     10,140  
Current portion of advances on contracts   42,763     53,906  
Current portion of operating lease liabilities   26,577     12,544  
Current portion of liabilities of assets held-for-sale       11,344  
Other current liabilities   169,898     137,208  
Total current liabilities   539,966     464,894  
Long-term debt   1,246,395     775,498  
Insurance liabilities   16,267     18,515  
Retirement plan liabilities   151,230     189,954  
Advances on contracts   43,273     6,408  
Operating lease liabilities   67,995     36,974  
Liabilities of assets held-for-sale       12,152  
Environmental liabilities   29,747     5,600  
Deferred tax liabilities   43,178     24,242  
Other liabilities   41,024     43,571  
Total liabilities   2,179,075     1,577,808  
HARSCO CORPORATION STOCKHOLDERS’ EQUITY        
Common stock   144,268     143,400  
Additional paid-in capital   206,113     200,595  
Accumulated other comprehensive loss   (597,052 )   (587,622 )
Retained earnings   1,804,061     1,824,100  
Treasury stock   (843,098 )   (838,893 )
Total Harsco Corporation stockholders’ equity   714,292     741,580  
Noncontrolling interests   52,122     48,079  
Total equity   766,414     789,659  
Total liabilities and equity   $ 2,945,489     $ 2,367,467  


 

HARSCO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
    Three Months Ended September 30   Nine Months Ended September 30
(In thousands)   2020   2019   2020   2019
Cash flows from operating activities:                
Net income (loss)   $ (8,339 )   $ 437,857     $ (16,567 )   $ 471,323  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation   32,352     29,824     93,864     89,681  
Amortization   9,049     6,149     24,721     11,941  
Deferred income tax expense   3,001     15,323     2,346     11,500  
Equity in income of unconsolidated entities, net   (9 )   (81 )   (176 )   (151 )
Dividends from unconsolidated entities       125         125  
Gain on sale from discontinued business       (527,980 )   (18,371 )   (527,980 )
Loss on early extinguishment of debt       5,314         5,314  
Other, net   1,908     (374 )   (336 )   2,187  
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:                
Accounts receivable   9,774     14,639     26,308     (12,395 )
Income tax refunds receivable   (11,168 )       (11,168 )    
Inventories   4,865     (22,980 )   (11,801 )   (43,477 )
Contract assets   2,159     (5,200 )   (26,775 )   (5,269 )
Right-of-use assets   6,361     3,976     18,195     11,204  
Accounts payable   6,631     (5,302 )   (1,488 )   5,615  
Accrued interest payable   (7,044 )   7,113     (9,984 )   7,398  
Accrued compensation   6,562     1,723     1,795     (12,802 )
Advances on contracts   (16,691 )   (6,686 )   19,145     (17,067 )
Operating lease liabilities   (6,268 )   (4,025 )   (17,864 )   (10,919 )
Retirement plan liabilities, net   (4,876 )   (5,654 )   (23,902 )   (18,800 )
Income taxes payable - Gain on sale of discontinued businesses   (13,809 )   102,940     (10,342 )   102,940  
Other assets and liabilities   6,297     (2,044 )   4,676     (20,339 )
Net cash provided by operating activities   20,755     44,657     42,276     50,029  
Cash flows from investing activities:                
Purchases of property, plant and equipment   (27,883 )   (55,870 )   (79,096 )   (147,071 )
Purchase of businesses, net of cash acquired   9,749     (39,010 )   (432,855 )   (623,495 )
Proceeds from sale of business, net       599,685     37,219     599,685  
Proceeds from sales of assets   521     5,355     4,473     7,560  
Expenditures for intangible assets   (127 )   (721 )   (169 )   (1,246 )
Net proceeds (payments) from settlement of foreign currency forward exchange contracts   (229 )   2,144     536     1,453  
Payments for interest rate swap terminations               (2,758 )
Other investing activities, net   (256 )       (197 )    
Net cash provided (used) by investing activities   (18,225 )   511,583     (470,089 )   (165,872 )
Cash flows from financing activities:                
Short-term borrowings, net   (965 )   (1,501 )   1,712     (1,417 )
Current maturities and long-term debt:                
Additions   52,302     41,627     580,903     781,987  
Reductions   (49,593 )   (601,283 )   (111,999 )   (604,616 )
Dividends paid to noncontrolling interests       (5 )       (3,103 )
Sale of noncontrolling interests       3,150         4,026  
Common stock acquired for treasury       (25,752 )       (25,752 )
Stock-based compensation - Employee taxes paid   (95 )   (35 )   (4,188 )   (11,202 )
Payment of contingent consideration   (2,342 )       (2,342 )    
Deferred financing costs       (1,609 )   (1,928 )   (11,073 )
Other financing activities, net   3         (1,368 )    
Net cash provided (used) by financing activities   (690 )   (585,408 )   460,790     128,850  
Effect of exchange rate changes on cash and cash equivalents, including restricted cash   251     (1,992 )   (6,567 )   (2,234 )
Net increase (decrease) in cash and cash equivalents, including restricted cash   2,091     (31,160 )   26,410     10,773  
Cash and cash equivalents, including restricted cash, at beginning of period   84,051     109,079     59,732     67,146  
Cash and cash equivalents, including restricted cash, at end of period   $ 86,142     $ 77,919     $ 86,142     $ 77,919  

 

 

HARSCO CORPORATION
REVIEW OF OPERATIONS BY SEGMENT (Unaudited)
 
    Three Months Ended   Three Months Ended
    September 30, 2020 (b)   September 30, 2019 (b)
(In thousands)   Revenues   Operating
Income (Loss)
  Revenues   Operating Income (Loss)
Harsco Environmental   $ 222,507   $ 12,317     $ 260,883   $ 32,794  
Harsco Clean Earth (a)   194,098   8,902     87,639   11,308  
Harsco Rail   92,793   4,059     74,633   12,115  
Corporate     (20,214 )     (9,472 )
Consolidated Totals   $ 509,398   $ 5,064     $ 423,155   $ 46,745  
                 
    Nine Months Ended   Nine Months Ended
    September 30, 2020 (b)   September 30, 2019 (b)
(In thousands)   Revenues   Operating
Income (Loss)
  Revenues   Operating Income (Loss)
Harsco Environmental   $ 668,057   $ 36,400     $ 791,533   $ 84,868  
Harsco Clean Earth (a)   434,489   12,945     87,639   11,308  
Harsco Rail   252,974   19,162     224,783   26,947  
Corporate     (58,694 )     (38,755 )
Consolidated Totals   $ 1,355,520   $ 9,813     $ 1,103,955   $ 84,368  

 

(a) The Company's acquisition of ESOL closed on April 6, 2020 and the Company's acquisition of Clean Earth closed on June 28, 2019
(b) The operating results of the former Harsco Industrial Segment have been reflected as discontinued operations in the Company's Consolidated Statement of Operations for all periods presented.

 

 

HARSCO 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   Nine Months Ended  
    September 30   September 30  
    2020   2019   2020   2019  
Diluted earnings (loss) per share from continuing operations as reported   $ (0.10 )   $ 0.22     $ (0.35 )   $ 0.31    
Corporate acquisition and integration costs (a)   0.13     0.03     0.53     0.22    
Harsco Environmental Segment severance costs (b)           0.07        
Corporate contingent consideration adjustments (c)   0.03         0.03        
Corporate unused debt commitment and amendment fees (d)           0.02     0.09    
Harsco Clean Earth Segment integration costs (e)                  
Harsco Environmental Segment provision for doubtful accounts (f)       0.01         0.08    
Harsco Rail Segment improvement initiative costs (g)       0.01         0.06    
Harsco Environmental Segment contingent consideration adjustments (h)       (0.01 )       (0.05 )  
Harsco Environmental Segment site exit related (i)               (0.03 )  
Harsco Clean Earth Segment severance costs (j)       0.02         0.02    
Deferred tax asset valuation allowance adjustment (k)       0.03         0.03    
Corporate acquisition related tax benefit (l)   (0.04 )       (0.04 )      
Taxes on above unusual items (m)   (0.03 )       (0.11 )   (0.04 )  
Adjusted diluted earnings per share from continuing operations, including acquisition amortization expense   $   (o) $ 0.31     $ 0.15     $ 0.67   (o)
Acquisition amortization expense, net of tax (n)   0.08     0.06     0.22     0.10    
Adjusted diluted earnings per share from continuing operations   $ 0.08     $ 0.36   (o) $ 0.37     $ 0.78   0

 

(a) Costs at Corporate associated with supporting and executing the Company's growth strategy (Q3 2020 $10.6 million pre-tax; nine months 2020 $41.6 million pre-tax; Q3 2019 $2.7 million pre-tax; nine months 2019 $17.9 million pre-tax).
(b) Harsco Environmental Segment severance costs (nine months 2020 $5.2 million pre-tax).
(c)  Adjustment to contingent consideration related to the acquisition of Clean Earth recorded on Corporate (Q3 and nine months 2020 $2.4 million pre-tax). The Company adjusts operating income and Diluted earnings per share from continuing operations to exclude the impact of the change in fair value to the acquisition-related contingent consideration liability for acquisitions because it believes that the adjustment for this item more closely correlates the reported financial measures with the ordinary and ongoing course of the Company's operations.
(d)  Costs at Corporate associated with amending the Company's existing Senior Secured Credit Facilities to increase the net debt to consolidated adjusted EBITDA ratio covenant (nine months 2020 $1.9 million pre-tax) and costs at Corporate related to the unused bridge financing commitment and Term Loan B amendment (nine months 2019 $7.4 million pre-tax).
(e)  Costs incurred in the Harsco Clean Earth Segment related to the integration of ESOL (Q3 and nine months 2020 $0.1 million, pre-tax).
(f)  Harsco Environmental Segment provision for doubtful accounts related to a customer in the U.K. entering administration (Q3 2019 $0.8 million and nine months 2019 $6.2 million pre-tax).
(g)  Costs associated with a productivity improvement initiative in the Harsco Rail Segment (Q3 2019 $0.8 million pre-tax; nine months 2019 $4.6 million pre-tax).
(h)  Fair value adjustment to contingent consideration liability related to the acquisition of Altek (Q3 2019 $0.9 million pre-tax; nine months $4.4 million pre-tax). The Company adjusts operating income and Diluted earnings per share from continuing operations to exclude the impact of the change in fair value to the acquisition-related contingent consideration liability for acquisitions because it believes that the adjustment for this item more closely correlates the reported financial measures with the ordinary and ongoing course of the Company's operations.
(i)  Harsco Environmental Segment site exit related (Q3 2019 $0.2 million pre-tax; nine months 2019 $2.4 million pre-tax).
(j)  Harsco Clean Earth Segment severance recognized (Q3 and nine month 2019 $1.3 million pre-tax).
(k) Adjustment of certain existing deferred tax asset valuation allowances as a result of a site exit in a certain jurisdiction in 2019 (Q3 and nine months 2019 $2.8 million).
(l) Acquisition related tax benefit recorded on Corporate assumed as part of the Clean Earth Acquisition (Q3 and nine months 2020 $2.8 million).
(m) Unusual items are tax-effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded, except for unusual items from countries where no tax benefit can be realized, in which case a zero percent tax rate is used.
(n) Acquisition amortization expense was $8.3 million pre-tax and $22.5 million pre-tax for Q3 and nine months 2020, respectively; and $5.7 million pre-tax and $9.5 million pre-tax for Q3 and nine months 2019, respectively.
(o) Does not total due to rounding.


The Company’s management believes Adjusted diluted earnings per share from continuing operations, which is a non-GAAP financial measure, 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. 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. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP.

 

HARSCO CORPORATION
RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO DILUTED LOSS PER SHARE FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)
 
    Three Months Ended
    June 30
    2020
Diluted loss per share from continuing operations as reported   $ (0.14 )
Corporate acquisition and integration costs (a)   0.22  
Corporate unused debt commitment and amendment fees (b)   0.02  
Taxes on above unusual items (c)   (0.05 )
Adjusted diluted earnings per share from continuing operations, including acquisition amortization expense   $ 0.05  
Acquisition amortization expense, net of tax (d)   0.08  
Adjusted diluted earnings per share from continuing operations   $ 0.13  

 

(a) Costs at Corporate associated with supporting and executing the Company's growth strategy (Q2 2020 $17.2 million pre-tax).
(b) Costs at Corporate associated with amending the Company's existing Senior Secured Credit Facilities to increase the net debt to consolidated adjusted EBITDA ratio covenant (Q2 2020 $1.4 million pre-tax).
(c) Unusual items are tax-effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded, except for unusual items from countries where no tax benefit can be realized, in which case a zero percent tax rate is used.
(d) Acquisition amortization expense was $8.4 million pre-tax for Q2 2020.


The Company’s management believes Adjusted diluted earnings per share from continuing operations, which is a non-GAAP financial measure, 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. 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. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP.

 

HARSCO CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)
 
(In thousands)   Harsco
Environmental
  Harsco Clean
Earth (a)
  Harsco
Rail
  Corporate   Consolidated
Totals
                     
Three Months Ended September 30, 2020:                
Operating income (loss) as reported   $ 12,317       $ 8,902     $ 4,059     $ (20,214 )   $ 5,064    
Corporate acquisition and integration costs                 10,645     10,645    
Corporate contingent consideration adjustments                 2,437     2,437    
Harsco Clean Earth Segment integration costs         114             114    
Operating income (loss) excluding unusual items   12,317       9,016     4,059     (7,132 )   18,260    
Depreciation   25,588       5,010     1,258     497     $ 32,353    
Amortization   1,970       6,218     85         8,273    
Adjusted EBITDA   $ 39,875       $ 20,244     $ 5,402     $ (6,635 )   $ 58,886    
Revenues as reported   $ 222,507       $ 194,098     $ 92,793         $ 509,398    
Adjusted EBITDA margin (%)   17.9   %   10.4 %   5.8 %       11.6   %
                     
Three Months Ended September 30, 2019:                
Operating income (loss) as reported   $ 32,794       $ 11,308     $ 12,115     $ (9,472 )   $ 46,745    
Corporate acquisition and integration costs                 2,743     2,743    
Harsco Clean Earth Segment severance costs         1,254             1,254    
Harsco Environmental Segment contingent consideration adjustments   (906 )                 (906 )  
Harsco Rail Segment improvement initiative costs             845         845    
Harsco Environmental Segment provision for doubtful accounts   815                   815    
Harsco Environmental Segment site exit related   (156 )                 (156 )  
Operating income (loss) excluding unusual items   32,547       12,562     12,960     (6,729 )   51,340    
Depreciation   25,557       2,359     1,192     716     29,824    
Amortization   1,751       3,834     84         5,669    
Adjusted EBITDA   $ 59,855       $ 18,755     $ 14,236     $ (6,013 )   $ 86,833    
Revenues as reported   $ 260,883       $ 87,639     $ 74,633         $ 423,155    
Adjusted EBITDA margin (%)   22.9   %   21.4 %   19.1 %       20.5   %

(a) The Company's acquisition of ESOL closed on April 6, 2020 and the Company's acquisition of Clean Earth closed on June 28, 2019.


Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; 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 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. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

 

HARSCO CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)
 
(In thousands)   Harsco
Environmental
  Harsco Clean
Earth (a)
  Harsco
Rail
  Corporate   Consolidated
Totals
                     
Nine Months Ended September 30, 2020:                
Operating income (loss) as reported   $ 36,400       $ 12,945     $ 19,162     $ (58,694 )   $ 9,813    
Corporate acquisition and integration costs                 41,584     41,584    
Harsco Environmental Segment severance costs   5,160                   5,160    
Corporate contingent consideration adjustments                 2,437     2,437    
Harsco Clean Earth Segment integration costs         114             114    
Operating income (loss) excluding unusual items   41,560       13,059     19,162     (14,673 )   59,108    
Depreciation   75,626       12,769     3,730     1,531     93,656    
Amortization   5,827       16,463     252         22,542    
Adjusted EBITDA   $ 123,013       $ 42,291     $ 23,144     $ (13,142 )   $ 175,306    
Revenues as reported   $ 668,057       $ 434,489     $ 252,974         $ 1,355,520    
Adjusted EBITDA margin (%)   18.4   %   9.7 %   9.1 %       12.9   %
                     
Nine Months Ended September 30, 2019:                
Operating income (loss) as reported   $ 84,868       $ 11,308     $ 26,947     $ (38,755 )   $ 84,368    
Corporate acquisition and integration costs                 17,872     17,872    
Harsco Environmental Segment provision for doubtful accounts   6,174                   6,174    
Harsco Rail Segment improvement initiative costs             4,645         4,645    
Harsco Environmental Segment contingent consideration adjustments   (4,416 )                 (4,416 )  
Harsco Environmental Segment site exit related   (2,427 )                 (2,427 )  
Harsco Clean Earth Segment severance costs         1,254             1,254    
Operating income (loss) excluding unusual items   84,199       12,562     31,592     (20,883 )   107,470    
Depreciation   79,074       2,359     3,414     2,094     86,941    
Amortization   5,436       3,834     238         9,508    
Adjusted EBITDA   $ 168,709       $ 18,755     $ 35,244     $ (18,789 )   $ 203,919    
Revenues as reported   $ 791,533       $ 87,639     $ 224,783         $ 1,103,955    
Adjusted EBITDA margin (%)   21.3   %   21.4 %   15.7 %       18.5   %

(a) The Company's acquisition of ESOL closed on April 6, 2020 and the Company's acquisition of Clean Earth closed on June 28, 2019.


Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; 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 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. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

 

HARSCO CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)
 
(In thousands)   Harsco
Environmental
  Harsco Clean
Earth (a)
  Harsco Rail   Corporate   Consolidated
Totals
                     
Three Months Ended June 30, 2020:                
Operating income (loss) as reported   $ 13,563     $ (202 )     $ 8,631     $ (20,124 )   $ 1,868  
Corporate acquisition and integration costs                 17,176     17,176  
Operating income (loss) excluding unusual items   13,563     (202 )     8,631     (2,948 )   19,044  
Depreciation   24,663     5,138       1,257     521     $ 31,579  
Amortization   1,921     6,347       83         8,351  
Adjusted EBITDA   $ 40,147     $ 11,283       $ 9,971     $ (2,427 )   $ 58,974  
Revenues as reported   $ 203,991     $ 161,579       $ 81,711         $ 447,281  
Adjusted EBITDA margin (%)   19.7 %   7.0   %   12.2 %       13.2 %

(a) The Company's acquisition of ESOL closed on April 6, 2020 and the Company's acquisition of Clean Earth closed on June 28, 2019.


Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; 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 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. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

 

HARSCO CORPORATION
RECONCILIATION OF CONSOLIDATED ADJUSTED EBITDA TO CONSOLIDATED LOSS FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)
 
    Three Months Ended
September 30
(In thousands)   2020
Consolidated loss from continuing operations   $ (6,604 )
     
Add back (deduct):    
Equity in income of unconsolidated entities, net   (9 )
Income tax benefit   (1,654 )
Defined benefit pension income   (1,859 )
Interest expense   15,794  
Interest income   (604 )
Depreciation   32,353  
Amortization   8,273  
     
Unusual items:    
Corporate acquisition and integration costs   10,645  
Corporate contingent consideration adjustments   2,437  
Clean Earth Segment integration costs   114  
Consolidated Adjusted EBITDA   $ 58,886  


Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; 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 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. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

 

HARSCO CORPORATION
RECONCILIATION OF PROJECTED CONSOLIDATED ADJUSTED EBITDA TO PROJECTED CONSOLIDATED INCOME FROM CONTINUING OPERATIONS
(Unaudited)
 
    Projected
Three Months Ending
December 31
    2020
(In millions)   Low   High
Consolidated income from continuing operations   $ 1     $ 3  
         
Add back:        
         
Income tax expense   1     4  
Net interest   16     16  
Defined benefit pension income   (2 )   (2 )
Depreciation and amortization   42     42  
         
Consolidated Adjusted EBITDA   $ 58     $ 63  


Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; 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 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. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

 

HARSCO CORPORATION
RECONCILIATION OF FREE CASH FLOW TO NET CASH PROVIDED BY OPERATING ACTIVITIES (Unaudited)
 
    Three Months Ended   Nine Months Ended
    September 30   September 30
(In thousands)   2020   2019   2020   2019
Net cash provided by operating activities   $ 20,755     $ 44,657     $ 42,276     $ 50,029  
Less capital expenditures   (27,883 )   (55,870 )   (79,096 )   (147,071 )
Less expenditures for intangible assets   (127 )   (721 )   (169 )   (1,246 )
Plus capital expenditures for strategic ventures (a)   603     1,461     1,967     4,831  
Plus total proceeds from sales of assets (b)   521     5,355     4,473     7,560  
Plus transaction-related expenditures (c)   10,732     10,390     26,672     26,380  
Plus taxes paid on sale of divested businesses (d)   13,809         14,185      
Free cash flow   $ 18,410     $ 5,272     $ 10,308     $ (59,517 )

 

(a) Capital expenditures for strategic ventures represent the partner’s share of capital expenditures in certain ventures consolidated in the Company’s financial statements.
(b) Asset sales are a normal part of the business model, primarily for the Harsco Environmental Segment.
(c) Expenditures directly related to the Company's acquisition and divestiture transactions.
(d) Income taxes paid on gains on the sale of discontinued businesses.


The Company's management believes that Free cash flow, which is a non-GAAP financial measure, is meaningful to investors because management reviews cash flows generated from operations less capital expenditures net of asset sales proceeds and transaction-related expenditures and income taxes for planning and performance evaluation purposes. It is important to note that 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 forward exchange contracts, are not deducted from this measure. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP.

 

HARSCO CORPORATION
RECONCILIATION OF PROJECTED FREE CASH FLOW TO PROJECTED NET CASH PROVIDED BY OPERATING ACTIVITIES (Unaudited)
 
    Projected
Three Months Ending
December 31
    2020
(In millions)   Low   High
Net cash provided by operating activities   $ 50     $ 60  
Less capital expenditures   (31 )   (37 )
Plus total proceeds from asset sales and capital expenditures for strategic ventures   1     2  
Free cash flow   $ 20     $ 25  


The Company's management believes that Free cash flow, which is a non-GAAP financial measure, is meaningful to investors because management reviews cash flows generated from operations less capital expenditures net of asset sales proceeds and transaction-related expenditures and income taxes for planning and performance evaluation purposes. It is important to note that 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 forward exchange contracts, are not deducted from this measure. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. 
 

Investor Contact
David Martin
717.612.5628
damartin@harsco.com
Media Contact
Jay Cooney
717.730.3683
jcooney@harsco.com
 

harsco_in_website_careers.jpg

 

Source: Harsco Corporation