0000045876-26-000010
SEC filingNotes disclose $1.6B total debt, $0.2B inventory, and combined defined benefit pension funded status of $29.9M net asset.
Enviri Corporation describes itself as 'a market-leading, global provider of environmental solutions for industrial and specialty waste streams, and innovative equipment and technology for the rail sector.' The company operates through three reportable segments: Harsco Environmental, Clean Earth, and Harsco Rail. On November 20, 2025, Enviri entered into definitive agreements to sell Clean Earth to Veolia for over $3 billion, with the transaction expected to close in 2026. Following the sale, New Enviri will hold Harsco Environmental and Harsco Rail as a standalone publicly traded company.
Harsco Environmental is 'the largest and most comprehensive provider of onsite environmental services and material processing to the global metals industry.' It serves 70 mill services customers at approximately 120 sites in about 30 countries. Services include resource recovery, metal recycling, scrap management, materials handling, meltshop services, and ecoproducts. On-site services represented approximately 93% of HE's 2025 revenues, while ecoproducts represented approximately 5%.
Clean Earth provides specialty waste processing, treatment, recycling, and beneficial reuse for hazardous and non-hazardous waste, contaminated soils, and dredged materials. It operates 19 RCRA Part B permitted TSDFs and a fleet of about 800 vehicles, serving over 90,000 customer locations across the U.S. Hazardous waste services represented approximately 85% of segment revenues in 2025, and soil and dredged materials represented approximately 15%.
Harsco Rail supplies railway track maintenance equipment, aftermarket parts, safety and diagnostics technology, and contracting services. Equipment sales were 34% of segment revenues in 2025, aftermarket parts and services and safety/diagnostics technology were 41%, and railway contracting services were 25%.
Key branded products include SteelPhalt (road surfacing), CrossOver and AgrowSil (agricultural soil conditioners), and various ecoproducts. Harsco Rail's major equipment includes surfacing equipment (tampers, stabilizers), rail treatment equipment (grinders), tie equipment, utility track vehicles, and new track construction machines. Rail also offers measurement and diagnostic technologies using artificial intelligence.
Harsco Environmental's services are performed under long-term contracts with fixed fees or minimum billings and variable fees linked to metal production or waste processed. Clean Earth serves a diverse customer base including industrial, retail, healthcare, and government entities. Harsco Rail sells equipment through long lead-time purchase orders and multi-year supply contracts, with aftermarket parts available via e-commerce. Customer concentration: HE had one customer >10% of segment revenue in each of the past three years; CE had one customer >10% in 2025, 2024, and 2023; Rail had two customers >10% in 2025 and 2024.
HE competes with a small number of global peers including Phoenix Global (acquired by SunCoke) and numerous smaller regional firms. Clean Earth faces competition from Clean Harbors, Republic Services, Veolia, Reworld, and others in hazardous waste, and from Soil Safe, Impact Environmental, Bayshore Recycling, and Eco Materials in soils and dredging. Harsco Rail's competitors include Plasser & Theurer, Nordco, Loram, and Matisa.
Enviri's strategy includes further penetrating existing HE sites, pursuing new contracts in growth markets, investing in downstream products (e.g., new SteelPhalt plants in Europe), and innovating to address environmental challenges. For Clean Earth, growth is driven by favorable regulatory trends and expansion into new waste streams like PFAS. Harsco Rail focuses on technology differentiation, expanding global presence, and concentrating on its core equipment portfolio while avoiding highly customized engineered-to-order contracts. Corporate strategy emphasizes unlocking shareholder value through the Clean Earth sale and internal improvement initiatives.
As of December 31, 2025, Enviri had almost 12,000 employees (excluding contingent workers) in over 30 countries. The majority are represented by labor unions under over 70 collective bargaining agreements. The company emphasizes health, safety, wellness, competitive compensation, and talent development through programs like the Enviri Women and CultureLink employee resource groups, a learning management system, and a coaching program for key talent.
The Notes to the Financial Statements for Enviri Corporation as of December 31, 2025, highlight total debt obligations net of deferred financing costs of $1.556 billion, consisting of $477.5 million Term Loan, $526.0 million Revolving Credit Facility, $475.0 million Senior Notes, and $88.5 million other financing. Inventory stands at $180.5 million, of which $92.9 million is valued on a LIFO basis, $22.3 million on FIFO, and $65.3 million on average cost. Trade accounts receivable net total $267.4 million, with an allowance for expected credit losses of $11.0 million.
The Notes disclose no material purchase commitments or contractual obligations beyond standard lease and debt maturities. The Notes discuss environmental liabilities of $51.0 million (undiscounted) and legal contingencies, including a $27.4 million reserve for salt cake processing costs in Bahrain and a $1.4 million EPA settlement. Debt maturities for the next four years are $500 million in 2027, $485 million in 2028, $539 million in 2029, and $10.6 million in 2030.
No explicit capital allocation details (buybacks, dividends, or capex) are disclosed in the Notes. The debt section notes amendments to the Senior Secured Credit Facilities extending maturities and adjusting covenant levels, but no share repurchase or dividend activity is reported. The cash flow statement (not a note) shows $141.3 million in capital expenditures, but this is not part of the Notes.
The Notes describe revenue recognition policies for three segments: Harsco Environmental (HE), Clean Earth (CE), and Harsco Rail (Rail). However, segment-level revenue and operating income are not disclosed within the Notes provided. The HE goodwill impairment testing indicates $379.4 million goodwill for that reporting unit, with no impairment. The Clean Earth and Rail goodwill are $379.3 million and $0, respectively, with Rail fully impaired in 2024.
In summary, the Notes reveal a highly levered balance sheet with $1.6B in debt and modest inventory, while pension plans remain overfunded. No material purchase commitments or capital allocation actions are detailed, and segment financials are absent from the Notes section supplied.
The most prominent risks relate to the pending merger with Veolia (expected close by August 2026, extendable to November 2026). The merger is subject to conditions including shareholder approval, regulatory clearances, and no material adverse effect. Failure could trigger an $80 million termination fee and divert management attention. Even if completed, the separation into New Enviri (holding the non-Clean Earth businesses) may not yield anticipated benefits; the smaller, less-diversified entity faces increased volatility and standalone costs.
Clean Earth's environmental liabilities are significant: failure to comply with laws could lead to cleanup costs or permit revocations. The Rail segment continues to struggle with long-term fixed-price contracts, recognizing $30.3 million in estimated forward losses due to inflation and supply chain disruptions—with potential for further losses. Customer concentration is high: top five customers account for 37% of HE revenue, 27% of CE, and 54% of Rail. Competition across all segments pressures pricing and margins. The company also faces risks from union disputes, safety incidents, intellectual property theft, and increasing cybersecurity threats.
Negative economic conditions could reduce demand, especially in cyclical industries like steel and railroad. Foreign exchange fluctuations are material: in 2025, revenue would have been $7.6 million lower using 2024 exchange rates. The company has exposure to over 25 currencies, with significant swings in Turkish lira, Egyptian pound, and Argentinian peso. Interest rate risk is notable: 64% of $1.6 billion debt is variable rate; a 1% increase boosts interest expense by $10 million annually. Trade tariffs (US-China, US-Mexico) create uncertainty for costs and demand.
Global operations expose Enviri to anti-bribery laws (FCPA), export controls, and sanctions. Asbestos-related personal injury claims continue, though most are in New York with unspecified damages. Environmental remediation liabilities exist under Superfund. Product liability and warranty claims could harm reputation and finances. The evolving regulatory landscape, including GDPR and potential stricter environmental laws, imposes compliance costs.
The company must comply with covenants under its Senior Secured Credit Facilities and accounts receivable securitization, limiting financial flexibility. Derivative counterparty risk exists for interest rate swaps and FX forwards. Tax liabilities are subject to changes in laws and interpretations (e.g., the Tax Act). Pension obligations are sensitive to equity and bond market performance, particularly in the UK and US.
The provided document excerpt does not contain the actual cash flow statement table. The text references the Consolidated Statements of Cash Flows on page 60, but the numerical data is absent. Without explicit figures, no analysis of CFO vs Net Income, capex intensity, or FCF coverage can be performed. The excerpt includes management's report on internal control, audit opinions, and a critical audit matter regarding goodwill impairment, but these are unrelated to cash flow metrics. To complete the analysis, the full cash flow statement from the filing is required.