Enviri Corporation (NVRI) Q3 2026 Earnings Call Transcript

Operator: Good morning. My name is Troy, and I will be your conference facilitator. At this time, I would like to welcome everyone to the Enviri Corporation Third 26 Earnings Release Conference Call. All lines have been placed on mute to avoid any background noise. After the speakers' remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star then the number 1 on your telephone keypad. If you would like to withdraw your question, please press star 1 again. Also, this telephone conference presentation and accompanying webcast made on behalf of Enviri Corporation are subject to copyright by Enviri Corporation, and all rights are reserved. No recordings or re--redistribution of this telephone conference by any other party are permitted without express of written consent of Enviri Corporation, your participation indicates your agreement. I would now like to introduce David Scott Martin of Enviri Corporation. Mister Martin, you may now begin your call.

David Scott Martin: Welcome to everyone joining us this morning. With me today is Russell C. Hochman, our president and CEO. And Peter Minan, our Executive Vice President and CFO. This morning, we will discuss our results for the third quarter as well as our outlook. After our prepared remarks, we will take your questions. Our quarterly earnings release and slide presentation for this call are available on our website. During today's call, we will make statements that are considered forward looking within the meaning of the federal securities laws. These statements are based on our current knowledge and expectations, and are subject to certain risks and uncertainties that may cause actual results to differ materially from these forward looking statements. For a discussion of such risks and uncertainties, see the Risk factors section in our form 10 information statement. The company undertakes no obligation to revise or update any forward looking statement. Lastly, on this call, we will refer to adjusted financial results that are considered non GAAP for SEC reporting purposes. A reconciliation to GAAP results is included in our earnings release as well as the slide presentation. Now I will turn the call over to Russell to begin his remarks.

Russell C. Hochman: Thank you, David. it is great to be with you all today to discuss our quarterly results and to update you on the progress we have made on our key priorities. Let's begin with the quarter. Harsco Environmental and Rail each delivered very strong results, which exceeded our expectations in the third quarter and our business leadership and teams continue to respond well with a sense of determination and focus Our adjusted earnings grew by >20% for the second consecutive quarter with both businesses reporting their highest quarterly earnings in roughly 2 years. We achieved these results despite some--we persistent headwinds in the markets we serve, which I believe validates the merits of near term strategy for Enviri and the strong leadership and disciplined execution across our businesses. AT's growth in the quarter was driven by improvement in its efficiency initiatives as well as a modest lift in volumes. Rail, meanwhile, benefited from a lower overall cost structure resulting from our restructuring actions in recent quarters as well as an improved business mix, including within aftermarket parts. Notwithstanding the continuing softness in the market for new equipment in North America, aftermarket overperformed our expectations remaining a greater area of strategic focus and an important short term growth opportunity for Rail. We expect the momentum within our businesses to continue, and we have raised our outlook for the year as a result. Peter will go through the quarter and our outlook in more detail. Next, let me turn to our priorities. We continue delivering on our commitments to drive actions to strengthen Enviri by derisking our ETO exposure in Rail and executing on improvement program to enhance business efficiency and operational performance across the company. We expect these efforts to drive meaningful earnings margin and cash flow growth while improving our financial and strategic flexibility over the next year. Turning to rail to ETO contracts. As we announced yesterday, we have executed an agreement with DB that releases Harsco Rail from its obligations under the engineered to order contract for utility track vehicles. In connection with the release, as planned, we paid approximately $73 million in October to repay customer advances and satisfy our obligations associated with exiting the contract. This amount had been fully accrued for with the related cash set aside from the sale of Clean Earth. As part of this agreement, DB will release performance bonds totaling approximately $13 million. No payments to DB are required under the agreement. We are pleased that DB will receive the next generation of machines from GBM to support their mission and that Harsco Rail has been able to maintain a positive relationship with this customer throughout this process. This formally completes our exit from the DB contract and removes a significant source of operational and financial uncertainty. This is truly a great outcome for Enviri and its shareholders. Separately, under our agreement to transfer the assets related to the exit DB contract GBM, the subcontractor on the project, has now assumed all responsibility for the related vehicles and has paid us the first of 3 installments for the project assets which are expected to total up to $42 million For network rail, our constructive discussions are ongoing and both sides are committed to finding a mutually beneficial resolution to this situation. Network Rail continues to evaluate our proposed alternative solution to upgrade their existing fleet of stone blowers and we expect that this process will take some time. Importantly, we are no longer executing on this equipment contract and therefore we are not deploying any incremental cash related to this contract, Also, let me reaffirm that we have set aside cash from the sale of Clean Earth to fully address all potential outcomes related to exiting this contract with Network Rail. We are also making good progress on our remaining large ETO contract with SBB. The first 36 vehicles, the wagons, have been fully delivered and now accepted. Of the remaining 11 vehicles, 4 have been fully manufactured and are undergoing commissioning by the customer. The other 7 vehicles are now being produced or will be shortly We remain on track to complete this project over the next year or so and importantly, collect the cash related to these final vehicles. While there is still work to do on these 2 contracts, we successfully eliminated a good deal of risk and distractions, and the team is keenly focused on its core maintenance of way of business. Which is more predictable and cash generative and lower risk. Lastly, let me comment on our self help improvement program. These broad based efforts have been underway for a couple of quarters and we recently completed our final assessment of the various work streams. We conducted a very disciplined bottoms up process, and I am encouraged by the ownership and leadership across the company. Based on this assessment, we are committing to deliver approximately $40 million of annualized value for our shareholders from these actions. Peter will provide some additional detail in his remarks. In Harsco Environmental, we are changing certain long standing on how we maintain and manage our equipment fleet. Which improve asset availability and productivity while performing at the high service levels our customers expect. We have also simplified he is organization and overhead structure. These actions are expected to strengthen our competitiveness while supporting our profitability and continued leadership in the industry. In Rail, we optimized our manufacturing footprint and working capital to improve operational efficiency to support product quality and on time product delivery. We also rightsize administrative and engineering support spending we are beginning to see the benefits of these actions. We are also doubling down on aftermarket, with a more aggressive commercial strategy that we expect to sustainably boost the size of this business within Rail. it is an exciting time for Invari, both HE and Rail are moving in the right direction and our Q3 performance again highlights the importance of disciplined execution and our focus on delivering on our commitments. Our strategic priorities are very clear, and I am encouraged by the progress we have made over the past 2 quarters. Enviri is well positioned with a strong balance sheet and significant financial and strategic flexibility which should strengthen further as a result of our improvement initiatives. Any uplift in our end markets will further boost our growth over time. In short, we are very optimistic about what Enviri can accomplish over the next 1 or 2 years. Now let me turn it over to Peter to discuss the quarter in more detail.

Peter Francis Minan: Thanks, Russell, and good morning, everyone. Both of our businesses executed and performed very well in the third quarter, despite, as Russell mentioned, some market headwinds. Each business delivered year over year earnings growth that exceeded our expectations. Relative to our prior guidance, we benefited from better services activity at HE, and higher aftermarket volumes in rail. Both businesses also benefited from our focus on cost controls and our recently implemented efficiency actions. As I have mentioned before, we are laser focused on delivering against our near term commitments and given our momentum, we are pleased to raise our earnings guidance for the year. Looking a little further out, HE and Rail continue to push forward our key initiatives, aimed at further boosting our earnings, margins and cash flow profile which Russell discussed. I will come back to our guidance and improvement program shortly, but let me first walk through our third quarter details starting on Slide 4. As with the last quarter, note that our financial data now excludes Clean Earth for all historical periods. The central costs previously allocated to Clean Earth are now embedded within our corporate segment as we continue to support Clean Earth under a transition services agreement. In the third quarter, total revenue was $325 million and adjusted EBITDA was $47 million, which is 21% higher than Q3 of last year. And again, we exceeded our expectations for the quarter. HE and Rail contributed equally to our earnings growth this quarter. Our Q3 adjusted loss per share was ($0.16) and our unusual items in the quarter included $6 million of restructuring costs consisting of $3 million of severance related costs at HE, and $3 million of third party consulting fees linked to our internal improvement program. I should note that there will be some further restructuring costs recorded in Q4. Our unusual items also included the $8 million rail gain related to the first payment we received from GBM under our asset transfer agreement, which we disclosed last quarter. And as noted in our earnings release, we expect to receive up to $34 million in additional payments from GBM in the coming quarters. Also, as we mentioned in yesterday's press release, we recorded a $12 million favorable adjustment in connection with the execution of the DB exit agreement. The gain relates to the release of performance bonds supporting the project which we have previously accrued as a potential liability. Adjusted free cash flow for the quarter was negative as anticipated, and included the $3 million of the $8 million GBM payment I just mentioned. We expect our underlying cash flow performance to improve starting in Q4 and accelerate as we move forward. So please turn to Slide 5, and our Harsco Environmental segment. Segment revenues totaled $273 million, an increase of 5% compared with the prior year quarter. Adjusted EBITDA totaled $50 million, which is 13% higher than the comparable quarter in 2025, and he is EBITDA margin increased to >18%. The year over year earnings improvement reflects higher services and product volumes, better pricing as well as operational improvements at certain existing sites. Now these benefits were partially offset by some market conditions higher incentive pay and foreign exchange translation headwinds. Customer steel output increased modestly year over year. And production levels were considerably weaker in the Middle East and in Turkey, due to the ongoing conflict in that region but these impacts were offset elsewhere. In Europe, a number of steel mills have announced plans to restart certain operations following the implementation of the new tariff quota scheme that was effective at the beginning of July of this year. We provide services at some of these sites and expect to benefit from these plans in coming quarters. Next, please turn to Slide 6. And our Rail business. Rail revenues totaled $52 million, which is lower than the prior year quarter. The change reflects lower equipment volumes amid soft market demand, which remains at a multi decade low as well as the impact of exiting the DB and network rail contracts. Rail's adjusted EBITDA was $1 million in the quarter, compared to an EBITDA loss of $4 million in the prior year. This improvement reflects a more favorable mix of equipment and aftermarket sales, lower operating costs following recent manufacturing footprint and workforce changes, some of which related to the DB and network rail contract exits, as well as LIFO cost of sales adjustments. Let me next turn to our outlook on Slide 7. We have raised our full year EBITDA guidance for both HE and Rail. For HE, our EBITDA range is now $180 million to $184 million compared with $170 million to $180 million previously. And for Rail, we now expect a loss range of $7 million to $10 million compared with the previous range of $19 million to $26 million These changes reflect benefits from our recent business improvement and efficiency actions as well as a modest increase in service levels at HE. And for Rail, we are now also anticipating an increase in our aftermarket volumes which is the direct result of our focused pursuit of this market opportunity in recent quarters. Our EBITDA guidance for the fourth quarter can be found on slide 8. At the midpoint of its guidance range, Harsco Environmental's performance is expected to be similar to the fourth quarter of 25, as underlying business growth is offset by an operating tax credit in 2025 not repeating this year, as well as certain market pressures in the Middle East. For Rail, volume growth in aftermarket and cost improvements are projected to benefit results compared to the prior year quarter. Corporate costs are expected to be $5 million to $6 million in the fourth quarter net of stock compensation expense. We expect our underlying free cash flow in Q3 to improve relative to the third quarter. Now this expectation excludes approximately $73 million payment we made in October as a result of exiting the DB contract that Russell mentioned. That payment was in line with our accrual and in line with our expectations And as mentioned earlier, concludes our obligations related to the DB contract. We are also pleased to report that in October we received a $5 million working capital final true up payment from Veolia related to the Clean Earth Sale. Our net leverage remained at 1.9x at the end of Q3 as defined by our credit agreement, And you will recall that our bank covenant definitions limit the amount of cash that can be used in calculating net debt to $100 million. Now lastly, regarding our improvement program, which Russell discussed, we expect approximately $40 million of incremental benefits in addition to those realized in 2026. The benefit will roughly be split between HE and Rail, as well as between 2027 and 2028. We are certainly pushing to realize these impacts sooner but we see this as an appropriate view at the present time. Some of these benefits come from simplifying our organizational structure, and should have more immediate impacts, while others will take time reflecting the complexity of implementing maintenance and operational changes across >100 sites globally in HE. To a lesser extent, the program also includes benefits in rail related to increased aftermarket penetration in 2027 and 2028. Now we will provide more clarity on these details with our 2027 guidance that we will issue in February. Thanks, and I will now hand the call back to the operator for Q&A.

Operator: Thank you. We will now begin the question-and-answer session. If you are using speakerphone, please pick up your handset before pressing the keys. Thank you. Your first question comes from Robert Brown with Lake Street Capital Markets. Please go ahead.

Robert Brown: Hi. Good morning. Thanks for taking my questions. Just wanted to follow-up on the aftermarket focus. You had good progress starting this started this quarter, but in the quarter. what is sort of the view on the aftermarket kind of ramp? How much how much progress have you made there, and how much do you have to go to really get to, where you wanna be?

Russell C. Hochman: Yeah. Good morning, Robert. it is it is Russell. I think we have made some very good progress. I think there is more to go. I think the shift is really a reorientation of the team from its sort of legacy focus on new equipment as the primary focus and a realization that there is sort of a new opportunity to focus more on the aftermarket as its own sort of product category. And so I think we have separated these with new leadership, new organizational structure, separate P and L. Bringing in new expertise, new life cycle, aftermarket approach. And so obviously the results speak for themselves. We may have taken our eye off that in the past. And so we think there is more runway there in terms of going after aftermarket So we are very enthusiastic about the opportunity. Yeah.

Peter Francis Minan: Hey, Robert. it is Peter. The early days, simple answer. And I think the benefits we saw in Q3 were kind of a large. Largely related to quick wins and some real good opportunities that we saw The real structural benefits, the longer term benefits, which you will see in 2027 and 2028, are going to be really related to some of the structural changes that we are putting in place today. So it is gonna phase in. it is not gonna be an overnight change, but we expect it to continue to be accretive over the next several quarters, actually, through the end of 28.

Robert Brown: Good. And then, good progress on getting the rail contracts sort of cleaned up, DB side. what is sort of the next steps on that broader effort? I know you have clearly reserved complete for what the ultimate charges are. But what is sort of the steps in that effort?

Russell C. Hochman: Are you referring to a network rail, Robert? Yes. Well, network rail. So yeah, as mentioned, we are having constructive discussions with them. We have a very long standing with them going back decades. We are still providing contracted services to them, and the. That relationship is as good as ever. And they have, you know, reaffirmed that relationship continues to be very positive and the services continue to be very good. And all I can tell you at the moment is that the 2 sides are trying to work it out. Right? And so they are evaluating our offer As you can imagine, as the national rail service provider, it is a big decision for them. They have a lot of stakeholders they need to speak with. So we are there when they need us. We are available to answer their questions. We are not spending anything. And so that is really what I can report at the moment. And so we put aside what we need to put aside for any kind of eventuality. But I would just say it is heading in a direction that we had hoped for. And obviously, the recent news on Deutsche Bahn is evidence that we can work things out with our partners I think the news yesterday that we successfully exited in a way that our customer will ultimately receive their equipment that the reputation of Harsco Rail remains very positive with this customer. And obviously, that we are getting paid for the assets kind of is evidence that we can work these things out. Right? And so we are hopeful we can repeat that with network rail. But that is really what I can provide as an update at the moment.

Peter Francis Minan: And Rob, it is Peter. Lest there be any uncertainty at all. The Deutsche Bond contract is concluded. So we are. it is entirely in our rearview mirror. We have nothing. Well, nothing further to do with respect to the contract. Frankly, the only accounting adjustments you are gonna see are when we collect our payments from GBM next quarter and in early 27, and those are positive cash flows and gains. So it is it is it is, as Russell said, extremely successful conclusion to a contract that had been creating a lot of uncertainty and questions for us over the years. So we are really happy about that.

Robert Brown: Yep. Okay. Great. Congrats, and thanks for all the color. Yep. Thanks, Brad. Brad.

Operator: Next question comes from Larry Solow with CJS Securities.

Lawrence Solow: Thanks. Good morning, guys. To see some progress on your good to see some progress on your initiatives, and congrats there. Just on the so on the here's on the DB settlement. Or exit. Is just the amount of cash outlay or the contractual settlement, is that sounds like it is basically in line with your expectations. Right? SPD, I am just trying to run through them all. SPD, I believe that will be positive cash flow this year. Right? So the only real dangling or potential. I am not saying negative, but where there is still some risk, I guess, is network rail. Is that correct? And can you just, like, run us through kind of. I know you had, I think, like $200 million of cash reserve for all these contracts Yeah. Where does that kind of stand now? Can you kinda update us on just the numbers behind it?

Peter Francis Minan: Yeah. Yeah. Sure. Larry, this is Peter. Good to hear from you. Let me just break it into pieces. First of all, in the question of Deutsche Bahn, that actually. We. The only thing we did in October was pay off the amount that we accrued in the exact amount to our basically refund the advance we got, which was $73 million. We paid that early October. So that is you will see that in the Q4 cash activity. I mentioned that. In my remarks. But that was completely consistent with what we accrued. There is no change. And as Russell mentioned, we had the cash set aside from that, I will come back to that in a sec. In the case of network rail, we are not spending any money. We have exited the contract. So we are not. there is no there is no activity at all. Until we reach an agreement with the company. So that is. That we have got accrued. I will I will come back to the amount accrued in a second. SBB, is cash positive, net cash positive. Really more significantly in 2027 and 2028. But it is just a. it is it is something we are keeping because it is progressing quite well from here on out. And it is gonna generate a meaningful amount of cash inflow over the next couple of years. We had accrued roughly $185 million or so at the end of the quarter for all of these things. We will not get into but part of that will be settled by the $73 million payment I just mentioned for. Related to DB that we have already spent. And then the rest of it is related to network rail and some other contracts, which will spend when we reach a negotiated settlement with network rail. As far as cash, we had $280 million of cash on the balance sheet. At the end of the quarter, $50 million of it was previously indicated as restricted it is no longer restricted as of now. So that cash is what we had set aside, plus another $25 million of cash collateral if you recall, rated to some performance bonds which is not shown as cash on the balance sheet. it is actually buried in other assets. So we have just under $300 million of cash kind of on the balance sheet that we had set aside to cover not only our normal working capital needs, but to deal with any and all possible scenarios that these exits could take. Appreciate all that color.

Lawrence Solow: And I know it is early days, you know, it sounds like, you know, if I just put the pieces altogether, between the exits of these ETO contracts and hopefully, some improvement in the domestic side. If we look at 2027, I know you do not want to give guidance yet, but is fair to say that just on the Rail side, cash flow can actually be positive or at least no longer negative. Yeah. I think that is a fair comment, Larry. Okay. Okay. Great.

Peter Francis Minan: Lastly, just on AG, it sounds like things are progressing mostly cost cutting and stuff. but you did mention, I guess, a little bit of revenue increase. Is that more just volumes are roughly flat? I guess you got a little bit of benefit on the e ecoproduct side. But are you just what is the driving the revenue improvement volume defined? Is it just more ancillary services? Or, you know, what kind of drove that? Modest improvement? And it sounds like on the Europe side, no benefit yet. But perhaps some benefit next year. Thanks.

Lawrence Solow: Yeah.

Peter Francis Minan: it is it is. In HE, it is it is it is volumes, but also prices. We have some good price increases, so that helps. You recall that I mentioned that we are still seeing some pressure, volume pressures in the Middle East because of the conflict there. that is. Those were largely offset by volume and price increases elsewhere in the business. In the case of Europe, you are absolutely right. There are a number of sites that are in process now for restarting furnaces, for example, and to deal with the additional volumes that they expect to come in. We operate a number of those sites, and we expect to see the benefits largely in 2027, but we might see it a little bit in Q4. Great. Thanks, Peter. Appreciate it. Yep.

Operator: This concludes our question-and-answer session. I would now like to turn the conference back over to Mr. Martin for any closing remarks. Please go ahead.

David Scott Martin: Thank you, Roy, and thanks for everyone joining this joining us this morning. Any follow-up questions feel free to reach out to me. And as always, we appreciate your interest in Enviri. I look forward to speaking with you in the future. Take care.

Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.