US ECOLOGY, INC. The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report words such as "we," "us," "our," "US Ecology" and "the Company" refer toUS Ecology, Inc.
and its subsidiaries. OVERVIEWUS Ecology is a leading provider of environmental services to commercial and governmental entities. The Company addresses the complex waste management and response needs of its customers, offering treatment, disposal and recycling of hazardous, non-hazardous and radioactive waste, leading emergency response and standby services, and a wide range of complementary field and industrial services.US Ecology's focus on safety, environmental compliance and best-in-class customer service enables us to effectively meet the needs of our customers and to build long-lasting relationships. We have a network of fixed facilities and service centers operating primarily inthe United States ,Canada , theUnited Kingdom andMexico . Our fixed facilities include five RCRA subtitle C hazardous waste landfills, three landfills serving waste streams regulated by the RRC and one LLRW landfill. We also have various other treatment, storage and disposal facilities ("TSDF") located throughoutthe United States . These facilities generate revenue from fees charged to transport, recycle, treat and dispose of waste and to perform various field and industrial services for our customers. Effective in the fourth quarter of 2020, we made changes to the manner in which we manage our business, make operating decisions and assess our performance. The energy waste business that was acquired through the NRC Merger now comprises our Energy Waste segment. Prior to this change, the energy waste business was included in the Waste Solutions segment (formerly "Environmental Services"). Throughout this Quarterly Report on Form 10-Q, all periods presented have been recast to reflect these changes. Under our new structure our operations are now managed in three reportable segments reflecting our internal management reporting structure and nature of services offered as follows: Waste Solutions (formerly "Environmental Services") - This segment provides safe and compliant specialty waste management services including treatment, disposal, beneficial re-use, and recycling of hazardous, non-hazardous, and other specialty waste at Company-owned treatment, storage, and disposal facilities, excluding the services within our Energy Waste segment. Field Services (formerly "Field & Industrial Services") - This segment provides safe and compliant logistics and response solutions focusing on "in-field' service offerings through our network of 10-day transfer facilities. Our logistics solutions include specialty waste packaging, collection, transportation, and total waste management. Our response solutions include land and marine based emergency response, OSRO standby compliance, remediation, and industrial services. The Field Services segment completes our vertically integrated model and serves to increase waste volumes into our Waste Solutions segment. Energy Waste - This segment provides safe and compliant energy waste management and critical support services to up-stream oil and gas customers in the Permian andEagle Ford basins primarily operating inTexas . Services include spill containment and site remediation, equipment cleaning and maintenance services, specialty equipment rental, including tanks, pumps and containment, safety monitoring and management and transportation and disposal. This segment includes all of the energy waste business of the legacy NRC operations and none of the legacyUS Ecology operations. The operations not managed through our three reportable segments are recorded as "Corporate." Corporate selling, general and administrative expenses include typical corporate items of a general nature such as certain labor, information technology, legal, accounting and other expenses not associated with a specific reportable segment. Income taxes are assigned to Corporate, but all other items are included in the segment where they originated. Inter-company transactions have been eliminated from the segment information and are not significant between segments. 32 Table of Contents
Effective in the first quarter of 2021, we changed our management structure
resulting in the reclassification of certain overhead expenses from our Waste
Solutions, Field Services and Energy Waste reportable segments to Corporate. As
a result, certain regional overhead costs historically presented within our
reportable segments as Direct operating costs were further reclassified to
Corporate as Selling, general and administrative expenses to conform to the
current period's presentation. Throughout this Quarterly Report on Form 10-Q,
all periods presented have been recast to reflect these changes.
In order to provide insight into the underlying drivers of our waste volumes and
related treatment and disposal ("T&D") revenues, we evaluate period-to-period
changes in our T&D revenue for our Waste Solutions segment based on the industry
of the waste generator, based on North American Industry Classification System
codes.
The composition of the Waste Solutions segment T&D revenues by waste generator
industry for the three and nine months ended September 30, 2021 and 2020 were as
follows:
% of Treatment and Disposal Revenue (1) for the
Three Months Ended September 30,
Generator Industry 2021 2020
Chemical Manufacturing 15% 19%
Metal Manufacturing 14% 15%
General Manufacturing 14% 11%
Broker / TSDF 12% 11%
Government 8% 9%
Refining 7% 5%Waste Management & Remediation 5%
3%
Utilities 4% 8%
Transportation 3% 3%Mining, Exploration and Production 3%
2%
Other (2) 15% 14%
% of Treatment and Disposal Revenue (1) for the
Nine Months Ended September 30,
Generator Industry 2021 2020
Chemical Manufacturing 17% 20%
Metal Manufacturing 16% 15%
Broker / TSDF 12% 12%
General Manufacturing 12% 11%
Government 8% 8%
Refining 6% 6%
Utilities 4% 6%
Transportation 4% 4%Waste Management & Remediation 4% 3% Mining, Exploration and Production 3%
2%
Other (2) 14% 13%
(1) Excludes all transportation service revenue.
(2) Includes retail and wholesale trade, rate regulated, construction and other
industries.
We also categorize our Waste Solutions segment T&D revenue as either "Base Business" or "Event Business" based on the underlying nature of the revenue source.
Base Business consists of waste streams from ongoing industrial activities and
tends to be recurring in nature. We define Event Business as non-recurring
projects that are expected to equal or exceed 1,000 tons, with Base Business
defined as all other business not meeting the definition of Event Business. The
duration of Event Business projects can last from a several-week cleanup of a
contaminated site to a multiple year cleanup project.
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For the three months ended September 30, 2021 , Base Business revenue increased
11% compared to the three months ended September 30, 2020 . For the three months
ended September 30, 2021 , approximately 76% of our total T&D revenue was derived
from our Base Business, up from 70% for the three months ended September 30,
2020 . For the nine months ended September 30, 2021 , Base Business revenue
increased 5% compared to the nine months ended September 30, 2020 . For the nine
months ended September 30, 2021 , approximately 76% of our total T&D revenue was
derived from our Base Business, up from 72% for the nine months ended September
30, 2020 . Our business is highly competitive and no assurance can be given that
we will maintain these revenue levels or increase our market share.
A significant portion of our disposal revenue is attributable to discrete Event
Business projects which vary widely in size, duration and unit pricing. For the
three months ended September 30, 2021 , approximately 24% of our total T&D
revenue was derived from Event Business projects, down from 30% for the three
months ended September 30, 2020 . For the three months ended September 30, 2021 ,
Event Business revenue decreased 18% compared to the three months ended
September 30, 2020 . For the nine months ended September 30, 2021 , approximately
24% of our total T&D revenue was derived from Event Business projects, down from
28% for the nine months ended September 30, 2020 . For the nine months ended
September 30, 2021 , Event Business revenue decreased 14% compared to the nine
months ended September 30, 2020 . The one-time nature of Event Business, diverse
spectrum of waste types received and widely varying unit pricing necessarily
creates variability in revenue and earnings. This variability may be influenced
by general and industry-specific economic conditions, funding availability,
changes in laws and regulations, government enforcement actions or court orders,
public controversy, litigation, weather, commercial real estate, closed military
bases and other project timing, government appropriation and funding cycles and
other factors. The types and amounts of waste received from Base Business also
vary from quarter to quarter.
This variability can also cause significant quarter-to-quarter and year-to-year
differences in revenue, gross profit, gross margin, operating income and net
income. While we pursue many projects months or years in advance of work
performance, cleanup project opportunities routinely arise with little or no
prior notice. These market dynamics are inherent to the waste disposal business
and are factored into our projections and externally communicated business
outlook statements. Our projections combine historical experience with
identified sales pipeline opportunities, new or expanded service line
projections and prevailing market conditions.
We serve oil refineries, chemical production plants, steel mills, waste
brokers/aggregators serving small manufacturers and other industrial customers
that are generally affected by the prevailing economic conditions and credit
environment. Adverse conditions may cause our customers as well as those they
serve to curtail operations, resulting in lower waste production and/or delayed
spending on off-site waste shipments, maintenance, waste cleanup projects and
other work. Factors that can impact general economic conditions and the level of
spending by customers include, but are not limited to, consumer and industrial
spending, increases in fuel and energy costs, conditions in the real estate and
mortgage markets, labor and healthcare costs, access to credit, consumer
confidence and other global economic factors affecting spending behavior. Market
forces may also induce customers to reduce or cease operations, declare
bankruptcy, liquidate or relocate to other countries, any of which could
adversely affect our business. To the extent business is either government
funded or driven by government regulations or enforcement actions, we believe it
is less susceptible to general economic conditions. Spending by government
agencies may be reduced due to declining tax revenues resulting from a weak
economy or changes in policy. Disbursement of funds appropriated by Congress may
also be delayed for various reasons.
COVID-19 PANDEMIC UPDATE
The COVID-19 pandemic continued to affect our business through the third quarter
of 2021. The impact of temporary closures and staff reductions by industrial
facilities has resulted in delays in mobilization and in regulatory approvals at
our customers' sites. Although we have seen evidence of volume recovery in the
first nine months of 2021 as the economy continues to rebound and industrial
facilities return to pre-pandemic levels of production, we have experienced cost
and inflationary pressures in areas such as labor and supplies. We have also
experienced, and expect to continue to experience, delays and deferments of some
of our field services as our customers continue to limit on-site visitation and
delay noncritical services based on business conditions. While uncertainty
caused by the COVID-19 pandemic remains, including the spread of new variants of
the virus and government and private sector responses to prevent and manage the
disease, we expect to continue to see improvements in our business as vaccines
become more widely available and vaccination rates increase.
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The impact of the COVID-19 pandemic will continue to affect our results of
operations for the foreseeable future. See "Item 1A - Risk Factors" of the
Company's Annual Report on Form 10-K for the fiscal year ended
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RESULTS OF OPERATIONS
THREE MONTHS ENDED
Operating results and percentage of revenues were as follows:
Three Months Ended September 30, 2021 vs. 2020
$s in thousands 2021 % 2020 % $ Change % Change
Revenue
Waste Solutions $ 115,201 45 % $ 107,249 45 % $ 7,952 7 %
Field Services 131,582 51 % 125,715 53 % 5,867 5 %
Energy Waste 10,399 4 % 5,178 2 % 5,221 101 %
Total $ 257,182 100 % $ 238,142 100 % $ 19,040 8 %
Gross Profit
Waste Solutions $ 39,548 34 % $ 41,518 39 % $ (1,970) (5) %
Field Services 22,164 17 % 24,938 20 % (2,774) (11) %
Energy Waste 1,442 14 % (2,163) (42) % 3,605 (167) %
Total $ 63,154 25 % $ 64,293 27 % $ (1,139) (2) %
Selling, General & Administrative Expenses
Waste Solutions $ 6,672 6 % $ 6,407 6 % $ 265 4 %
Field Services 11,761 9 % 13,637 11 % (1,876) (14) %
Energy Waste 3,301 32 % 3,277 63 % 24 1 %
Corporate 25,949 n/m 27,819 n/m (1,870) (7) %
Total $ 47,683 19 % $ 51,140 21 % $ (3,457) (7) %
Adjusted EBITDA
Waste Solutions $ 43,439 38 % $ 45,556 42 % $ (2,117) (5) %
Field Services 21,507 16 % 24,362 19 % (2,855) (12) %
Energy Waste 3,497 34 % 90 2 % 3,407 3,786 %
Corporate (23,054) n/m (24,563) n/m 1,509 (6) %
Total $ 45,389 18 % $ 45,445 19 % $ (56) (0) %
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
Management uses Adjusted EBITDA as a financial measure to assess segment
performance. Adjusted EBITDA is defined as net income before interest expense,
interest income, income tax expense, depreciation, amortization, share-based
compensation, accretion of closure and post-closure liabilities, foreign
currency gain/loss, business development and integration expenses and other
income/expense. The reconciliation of Net income to Adjusted EBITDA is as
follows:
Three Months Ended September 30, 2021 vs. 2020
$s in thousands 2021 2020 $ Change % Change
Net income $ 6,732 $ 6,319 $ 413 7 %Income tax expense (benefit) 2,535
(1,456) 3,991 (274) % Interest expense 7,144 7,964 (820) (10) % Interest income (485) (9) (476) 5,289 %
Foreign currency (gain) loss (341) 421 (762) (181) % Other income (114) (86) (28) 33 % Depreciation and amortization of plant and equipment 17,898 18,435 (537) (3) % Amortization of intangible assets 8,586 9,178 (592) (6) % Share-based compensation 1,713 1,773 (60) (3) % Accretion and non-cash adjustment of closure & post-closure liabilities 1,198 1,279 (81) (6) % Business development and integration expenses 523 1,627 (1,104) (68) % Adjusted EBITDA$ 45,389 $ 45,445$ (56) (0) %
Adjusted EBITDA is a complement to results provided in accordance with GAAP and
we believe that such information provides additional useful information to
analysts, stockholders and other users to understand the Company's operating
performance. Since Adjusted EBITDA is not a measurement determined in accordance
with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as
presented may not be comparable to other similarly titled measures of other
companies. Items excluded from Adjusted EBITDA are significant components in
understanding and assessing our financial performance. Adjusted EBITDA should
not be considered in isolation or as an alternative to, or substitute for,
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net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity.
Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or a substitute for analyzing our results as reported under GAAP. Some of the limitations are:
? Adjusted EBITDA does not reflect changes in, or cash requirements for, our
working capital needs;
? Adjusted EBITDA does not reflect our interest expense, or the requirements
necessary to service interest or principal payments on our debt;
? Adjusted EBITDA does not reflect our income tax expenses or the cash
requirements to pay our taxes;
? Adjusted EBITDA does not reflect our cash expenditures or future requirements
for capital expenditures or contractual commitments;
Although depreciation and amortization charges are non-cash charges, the assets
? being depreciated and amortized will often have to be replaced in the future,
and Adjusted EBITDA does not reflect any cash requirements for such
replacements; and
? Adjusted EBITDA does not reflect our business development and integration
expenses, which may vary significantly from quarter to quarter.
Revenue
Total revenue increased 8% to
Waste Solutions Waste Solutions segment revenue increased 7% to$115.2 million for the third quarter of 2021, compared to$107.2 million for the third quarter of 2020. T&D revenue increased 5% compared to the third quarter of 2020, primarily as a result of an 11% increase in Base Business revenue, partially offset by an 18% decrease in project-based Event Business revenue. Transportation and logistics service revenue increased 20% compared to the third quarter of 2020, primarily reflecting Event Business projects utilizing more of the Company's transportation and logistics services. Total tons of waste disposed of or processed across all of our facilities increased approximately 9% for the third quarter of 2021 compared to third quarter of 2020. Tons of waste disposed of or processed at our landfills increased approximately 13% for the third quarter of 2021 compared to the third quarter of 2020. T&D revenue from recurring Base Business waste generators increased 11% for the third quarter of 2021 compared to the third quarter of 2020 and comprised 76% of total T&D revenue for the third quarter of 2021. Comparing the third quarter of 2021 to the third quarter of 2020, increases in Base Business T&D revenue primarily from the metal manufacturing, chemical manufacturing, refining, mining, exploration & production and transportation industry groups were partially offset by a decrease in Base Business T&D revenue primarily from
the
utilities industry group.
T&D revenue from Event Business waste generators decreased 18% for the third
quarter of 2021 compared to the third quarter of 2020 and comprised 24% of total
T&D revenue for the third quarter of 2021. Comparing the third quarter of 2021
to the third quarter of 2020, decreases in Event Business T&D revenue primarily
from the chemical manufacturing, utilities, metal manufacturing and government
industry groups were partially offset by increases in Event Business T&D revenue
from the Other, waste management & remediation and general manufacturing
industry groups.
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The following table summarizes combined Base Business and Event Business T&D
revenue growth, within the Waste Solutions segment, by generator industry for
the third quarter of 2021 as compared to the third quarter of 2020:
Treatment and Disposal Revenue Growth
Three Months Ended September 30, 2021 vs.
Three Months Ended September 30, 2020
Mining, Exploration & Production 52%
Waste Management & Remediation 44%
Refining 42%
Other 31%
General Manufacturing 22%
Transportation 11%
Broker / TSDF 5%
Metal Manufacturing -3%
Government -12%
Chemical Manufacturing -20%
Utilities -57%
Field Services
Field Services segment revenue increased 5% to$131.6 million for the third quarter of 2021 compared with$125.7 million for the third quarter of 2020. The increase in Field Services segment revenue is primarily attributable to higher revenues from our Remediation, Treatment & Disposal, Small Quantity Generation and Industrial Services business lines, partially offset by lower revenues from our Transportation and Logistics and Emergency Response business lines. Energy Waste
Energy Waste segment revenue increased 101% to
Gross Profit Total gross profit decreased 2% to$63.2 million for the third quarter of 2021, down from$64.3 million for the third quarter of 2020. Total gross margin was 25% for the third quarter of 2021 compared with 27% for the third quarter of 2020. Waste Solutions
Waste Solutions segment gross profit decreased 5% to$39.5 million for the third quarter of 2021, down from$41.5 million for the third quarter of 2020. Total segment gross margin for the third quarter of 2021 was 34% compared with 39% for the third quarter of 2020. The decrease in segment gross margin was primarily attributable to a less favorable service mix and higher supplies and waste handling expenses, partially offset by higher volumes, in the third quarter of 2021 compared with the third quarter of 2020. T&D gross margin was 40% for the third quarter of 2021 compared with 43% for the third quarter of 2020. Field Services
Field Services segment gross profit decreased 11% to$22.2 million for the third quarter of 2021, down from$24.9 million for the third quarter of 2020. Total segment gross margin was 17% for the third quarter of 2021 compared with 20% for the third quarter of 2020. The decrease in segment gross margin was primarily attributable to higher subcontracted services and supplies expenses and a less favorable service mix in the third quarter of 2021 compared with the third
quarter of 2020.
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Energy Waste
Energy Waste segment gross profit was$1.4 million for the third quarter of 2021 compared to a gross loss of$2.2 million for the third quarter of 2020. Total segment gross margin was 14% for the third quarter of 2021 compared with (42)% for the third quarter of 2020. The increase in segment gross margin was primarily attributable to higher revenues combined with improved operating leverage due to our restructuring activities undertaken in 2020 in response to reduced energy-related exploration and production investments in the markets we serve.
Selling, General and Administrative Expenses ("SG&A")
Total SG&A decreased 7% to$47.7 million , or 19% of total revenue, for the third quarter of 2021, down from$51.1 million , or 21% of total revenue, for the
third quarter of 2020. Waste Solutions
Waste Solutions segment SG&A increased 4% to
Field Services Field Services segment SG&A decreased 14% to$11.8 million , or 9% of segment revenue, for the third quarter of 2021 compared with$13.6 million , or 11% of segment revenue, for the third quarter of 2020. The decrease in segment SG&A was primarily attributable to lower business development and integration expenses, lower insurance costs, lower intangible asset amortization expense, higher gains on disposition of assets and lower employee labor and benefits costs, partially offset by higher bad debt expenses. Energy Waste Energy Waste segment SG&A increased 1% to$3.3 million , or 32% of segment revenue, for the third quarter of 2021 compared with$3.3 million , or 63% of segment revenue, for the third quarter of 2020. The decrease in segment SG&A as a percentage of revenue was primarily attributable to higher revenues and improved operating leverage due to our restructuring activities undertaken in 2020 in response to reduced energy-related exploration and production investments in the markets we serve. Corporate
Corporate SG&A decreased 7% to$25.9 million , or 10% of total revenue, for the third quarter of 2021 compared with$27.8 million , or 12% of total revenue, for the third quarter of 2020. The decrease in Corporate SG&A primarily reflects lower employee incentive compensation costs, lower insurance costs and lower business development and integration expenses, partially offset by higher employee labor and benefits costs and higher travel-related expenses in the third quarter of 2021 compared to the third quarter of 2020.
Components of Adjusted EBITDA
Income tax expense (benefit)
Income tax expense for the third quarter of 2021 was$2.5 million , resulting in a consolidated effective income tax rate of 27.4%. Income tax benefit for the third quarter of 2020 was$1.5 million , resulting in a consolidated effective income tax rate of (29.9)%. We used a discrete effective tax rate method to calculate taxes for the nine months endedSeptember 30, 2021 . For additional information on our consolidated effective income tax rate, see Note 13 of the Notes to Consolidated Financial Statements in "Part I, Item 1. Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q. 39 Table of Contents Interest expense Interest expense was$7.1 million for the third quarter of 2021 compared with$8.0 million for the third quarter of 2020. The decrease is primarily the result lower outstanding debt levels and lower interest expense amortization related to terminated swap agreements in the third quarter of 2021 compared to the third quarter of 2020.
Foreign currency (gain) loss
We recognized a$341,000 foreign currency gain for the third quarter of 2021 compared with a$421,000 foreign currency loss for the third quarter of 2020. Foreign currency gains and losses reflect changes in business activity conducted in a currency other than theU.S. dollar ("USD"), our functional currency. Additionally, we established intercompany loans with certain of our Canadian subsidiaries, whose functional currency is the Canadian dollar ("CAD") as part of a tax and treasury management strategy allowing for repayment of third-party bank debt. These intercompany loans are payable by our Canadian subsidiaries toUS Ecology in CAD requiring us to revalue the outstanding loan balance through our statements of operations based on USD/CAD currency movements from period to period. AtSeptember 30, 2021 , we had$12.7 million of intercompany loans subject to currency revaluation. Other income
Other income was
Depreciation and amortization of plant and equipment
Depreciation and amortization expense decreased 3% to
Amortization of intangible assets
Intangible assets amortization expense decreased 6% to
Share-based compensation
Share-based compensation expense decreased 3% to
Accretion and non-cash adjustment of closure and post-closure liabilities
Accretion and non-cash adjustment of closure and post-closure liabilities
decreased 6% to
Business development and integration expenses
Business development and integration expenses decreased 68% to$523,000 in the third quarter of 2021, compared to$1.6 million in the third quarter of 2020, primarily attributable to lower NRC Merger integration expenses incurred in the third quarter of 2021 compared to the third quarter of 2020. 40 Table of Contents
NINE MONTHS ENDED
Operating results and percentage of revenues were as follows:
Nine Months Ended September 30, 2021 vs. 2020
$s in thousands 2021 % 2020 % $ Change % Change
Revenue
Waste Solutions $ 327,708 45 % $ 319,684 46 % $ 8,024 3 %
Field Services 374,491 52 % 343,217 50 % 31,274 9 %
Energy Waste 24,375 3 % 29,879 4 % (5,504) (18) %
Total $ 726,574 100 % $ 692,780 100 % $ 33,794 5 %
Gross Profit
Waste Solutions $ 110,165 34 % $ 123,042 38 % $ (12,877) (10) %
Field Services 58,549 16 % 57,973 17 % 576 1 %
Energy Waste 1,866 8 % 737 2 % 1,129 153 %
Total $ 170,580 23 % $ 181,752 26 % $ (11,172) (6) %
Selling, General & Administrative Expenses
Waste Solutions $ 19,743 6 % $ 19,841 6 % $ (98) (0) %
Field Services 36,819 10 % 37,869 11 % (1,050) (3) %
Energy Waste 9,975 41 % 13,457 45 % (3,482) (26) %
Corporate 83,683 n/m 82,044 n/m 1,639 2 %
Total $ 150,220 21 % $ 153,211 22 % $ (2,991) (2) %
Adjusted EBITDA
Waste Solutions $ 123,528 38 % $ 134,540 42 % $ (11,012) (8) %
Field Services 55,810 15 % 57,869 17 % (2,059) (4) %
Energy Waste 7,063 29 % 4,163 14 % 2,900 70 %
Corporate (73,598) n/m (69,208) n/m (4,390) 6 %
Total $ 112,803 16 % $ 127,364 18 % $ (14,561) (11) %
Adjusted EBITDA
Management uses Adjusted EBITDA as a financial measure to assess segment
performance. Adjusted EBITDA is defined as net income before interest expense,
interest income, income tax expense, depreciation, amortization, share-based
compensation, accretion of closure and post-closure liabilities, foreign
currency gain/loss, non-cash goodwill impairment charges, business development
and integration expenses and other income/expense. The reconciliation of Net
income (loss) to Adjusted EBITDA is as follows:
Nine Months Ended September 30, 2021 vs. 2020
$s in thousands 2021 2020 $ Change % Change
Net income (loss) $ 1,773 $ (296,950) $ 298,723 (101) %
Income tax expense 1,348 542 806 149 %
Interest expense 22,022 25,127 (3,105) (12) %
Interest income (1,148) (251) (897) 357 %
Foreign currency loss 385 155 230 148 %
Other income (4,020) (382) (3,638) 952 %
Goodwill impairment charges - 300,300 (300,300) (100) %
Depreciation and amortization of plant and
equipment 54,095 54,831 (736) (1) %
Amortization of intangible assets 26,501 27,812 (1,311) (5) %
Share-based compensation 5,748 4,861 887 18 %
Accretion and non-cash adjustment of
closure & post-closure liabilities 3,571 3,812 (241) (6) %
Business development and integration
expenses 2,528 7,507 (4,979) (66) %
Adjusted EBITDA $ 112,803 $ 127,364 $ (14,561) (11) %
Adjusted EBITDA is a complement to results provided in accordance with GAAP and
we believe that such information provides additional useful information to
analysts, stockholders and other users to understand the Company's operating
performance. Since Adjusted EBITDA is not a measurement determined in accordance
with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as
presented may not be comparable to other similarly titled measures of other
companies. Items excluded from Adjusted EBITDA are significant components in
understanding and assessing our financial performance. Adjusted EBITDA should
not be considered in isolation or as an alternative to, or substitute for,
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net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity.
Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or a substitute for analyzing our results as reported under GAAP. Some of the limitations are:
? Adjusted EBITDA does not reflect changes in, or cash requirements for, our
working capital needs;
? Adjusted EBITDA does not reflect our interest expense, or the requirements
necessary to service interest or principal payments on our debt;
? Adjusted EBITDA does not reflect our income tax expenses or the cash
requirements to pay our taxes;
? Adjusted EBITDA does not reflect our cash expenditures or future requirements
for capital expenditures or contractual commitments;
Although depreciation and amortization charges are non-cash charges, the assets
? being depreciated and amortized will often have to be replaced in the future,
and Adjusted EBITDA does not reflect any cash requirements for such
replacements; and
? Adjusted EBITDA does not reflect our business development and integration
expenses. Revenue
Total revenue increased 5% to
Waste Solutions Waste Solutions segment revenue increased 3% to$327.7 million for the first nine months of 2021, compared to$319.7 million for the first nine months of 2020. T&D revenue increased 2% compared to the first nine months of 2020, primarily as a result of a 5% increase in Base Business revenue, partially offset by a 14% decrease in project-based Event Business revenue. Transportation and logistics service revenue increased 6% compared to the first nine months of 2020, primarily reflecting Event Business projects utilizing more of the Company's transportation and logistics services. Total tons of waste disposed of or processed across all of our facilities decreased approximately 4% for the first nine months of 2021 compared to the first nine months of 2020. Tons of waste disposed of or processed at our landfills increased approximately 5% for the first nine months of 2021 compared to the first nine months of 2020. T&D revenue from recurring Base Business waste generators increased 5% for the first nine months of 2021 compared to the first nine months of 2020 and comprised 76% of total T&D revenue for the first nine months of 2021. Comparing the first nine months of 2021 to the first nine months of 2020, increases in Base Business T&D revenue primarily from the metal manufacturing, mining, exploration & production, chemical manufacturing and general manufacturing industry groups were partially offset by decreases in Base Business T&D revenue primarily from the refining and utilities industry groups. T&D revenue from Event Business waste generators decreased 14% for the first nine months of 2021 compared to the first nine months of 2020 and comprised 24% of total T&D revenue for the first nine months of 2021. Comparing the first nine months of 2021 to the first nine months of 2020, decreases in Event Business T&D revenue primarily from the chemical manufacturing, utilities and transportation industry groups were partially offset by increases in Event Business T&D revenue primarily from the Other, waste management & remediation and general manufacturing industry groups. 42 Table of Contents The following table summarizes combined Base Business and Event Business T&D revenue growth, within the Waste Solutions segment, by generator industry for the first nine months of 2021 as compared to the first nine months of 2020:
Treatment and Disposal Revenue Growth
Nine Months Ended September 30, 2021 vs.
Nine Months Ended September 30, 2020
Mining, Exploration & Production 77%
Waste Management & Remediation 50%
Other 17%
Metal Manufacturing 9%
General Manufacturing 7%
Government -1%
Broker / TSDF -1%
Refining -5%
Chemical Manufacturing -17%
Transportation -17%
Utilities -44%
Field Services
Field Services segment revenue increased 9% to$374.5 million for the first nine months of 2021 compared with$343.2 million for the first nine months of 2020. The increase in Field Services segment revenue is primarily attributable to higher revenues from our Remediation, Small Quantity Generation, Treatment & Disposal andTotal Waste Management business lines, partially offset by lower revenues from our Transportation and Logistics, Other and Emergency Response business lines. Energy Waste Energy Waste segment revenue decreased 18% to$24.4 million for the first nine months of 2021 compared with$29.9 million for the first nine months of 2020, primarily attributable to declines in the energy markets and impacts from the COVID-19 pandemic. Gross Profit
Total gross profit decreased 6% to$170.6 million for the first nine months of 2021, down from$181.8 million for the first nine months of 2020. Total gross margin was 23% for the first nine months of 2021 compared with 26% for the
first nine months of 2020. Waste Solutions Waste Solutions segment gross profit decreased 10% to$110.2 million for the first nine months of 2021, down from$123.0 million for the first nine months of 2020. Total segment gross margin for the first nine months of 2021 was 34% compared with 38% for the first nine months of 2020. The decrease in segment gross margin was primarily attributable to a less favorable service mix and higher supplies and waste handling expenses for the first nine months of 2021 compared to the first nine months of 2020. T&D gross margin was 38% for the first nine months of 2021 compared with 43% for the first nine months of 2020. Field Services Field Services segment gross profit increased 1% to$58.5 million for the first nine months of 2021, up from$58.0 million for the first nine months of 2020. Total segment gross margin was 16% for the first nine months of 2021 compared with 17% for the first nine months of 2020. 43 Table of Contents Energy Waste Energy Waste segment gross profit increased 153% to$1.9 million for the first nine months of 2021, up from$737,000 for the first nine months of 2020. Total segment gross margin was 8% for the first nine months of 2021 compared with 2% for the first nine months of 2020. The increase in segment gross margin was primarily attributable to improved operating leverage in the first nine months of 2021 due to our restructuring activities undertaken in 2020 in response to reduced energy-related exploration and production investments in the markets we serve.
Selling, General and Administrative Expenses ("SG&A")
Total SG&A decreased 2% to
Waste Solutions
Waste Solutions segment SG&A was
Field Services Field Services segment SG&A decreased 3% to$36.8 million , or 10% of segment revenue, for the first nine months of 2021 compared with$37.9 million , or 11% of segment revenue, for the first nine months of 2020. Field Services segment SG&A for the first nine months of 2020 includes$3.2 million of gains associated with the settlement and changes in fair value of contingent consideration liabilities. Excluding the impact of these gains, segment SG&A decreased 10% for the first nine months of 2021 compared with the first nine months of 2020, primarily attributable to lower employee labor and benefits costs, lower business development and integration expenses, lower insurance costs and higher gains on disposition of assets. Energy Waste
Energy Waste segment SG&A decreased 26% to$10.0 million , or 41% of segment revenue, for the first nine months of 2021 compared with$13.5 million , or 45% of segment revenue, for the first nine months of 2020. The decrease in segment SG&A was primarily attributable to lower costs in the first nine months of 2021 due to our restructuring activities undertaken in 2020 in response to reduced energy-related exploration and production investments in the markets we serve. Corporate
Corporate SG&A increased 2% to$83.7 million , or 12% of total revenue, for the first nine months of 2021 compared with$82.0 million , or 12% of total revenue, for the first nine months of 2020. The increase in Corporate SG&A primarily reflects higher employee labor and benefit costs, lower bad debt recoveries, higher information technology and software expenses and higher consulting and professional services expense, partially offset by lower business development and integration expenses and lower office and safety supplies expenses in the first nine months of 2021 compared to the first nine months of 2020. Components of Adjusted EBITDA Income tax expense Income tax expense for the first nine months of 2021 was$1.3 million , resulting in a consolidated effective income tax rate of 43.2%. Income tax expense for the first nine months of 2020 was$542,000 , resulting in a consolidated effective income tax rate of (0.2)%. The increase in our effective tax rate for the first nine months of 2021 compared to the first nine months of 2020 was primarily due to non-deductible goodwill impairment charges incurred during the first nine months of 2020, and lower pre-tax earnings, excluding impairments, for the first nine months of 2021, which resulted in income 44
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tax expense from the year-to-date earnings of our foreign operations, partially
offset by an income tax benefit from the year-to-date loss of our
Interest expense Interest expense was$22.0 million for the first nine months of 2021 compared with$25.1 million for the first nine months of 2020. The decrease is primarily the result of the impact of lower interest rates on the variable portion of our outstanding debt as well as lower outstanding debt levels in the first nine months of 2021 compared to the first nine months of 2020. Foreign currency loss
We recognized a$385,000 foreign currency loss for the first nine months of 2021 compared with a$155,000 foreign currency loss for the first nine months of 2020. Foreign currency gains and losses reflect changes in business activity conducted in a currency other than the USD, our functional currency. Additionally, we established intercompany loans with certain of our Canadian subsidiaries, whose functional currency is the CAD as part of a tax and treasury management strategy allowing for repayment of third-party bank debt. These intercompany loans are payable by our Canadian subsidiaries toUS Ecology in CAD requiring us to revalue the outstanding loan balance through our statements of operations based on USD/CAD currency movements from period to period. AtSeptember 30, 2021 , we had$12.7 million of intercompany loans subject to currency revaluation. Other income Other income was$4.0 million for the first nine months of 2021 compared with other income of$382,000 for the first nine months of 2020. In the first quarter of 2021, the company recognized a gain of$3.5 million related to the change in the fair value of a minority interest investment.Goodwill impairment charges
We performed an interim assessment of the fair value of certain reporting units
as of
Depreciation and amortization of plant and equipment
Depreciation and amortization expense decreased 1% to
Amortization of intangible assets
Intangible assets amortization expense decreased 5% to$26.5 million for the first nine months of 2021 compared with$27.8 million for the first nine months of 2020. Share-based compensation
Share-based compensation expense increased 18% to
Accretion and non-cash adjustment of closure and post-closure liabilities
Accretion and non-cash adjustment of closure and post-closure liabilities
decreased 6% to
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Business development and integration expenses
Business development and integration expenses decreased 66% to$2.5 million for the first nine months of 2021, compared to$7.5 million for the first nine months of 2020, primarily attributable to lower NRC Merger integration expenses incurred in the first nine months of 2021 compared to the first nine months
of 2020. CRITICAL ACCOUNTING POLICIES Financial statement preparation requires management to make estimates and judgments that affect reported assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. The accompanying unaudited consolidated financial statements are prepared using the same critical accounting policies disclosed in our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2020 .
RECENTLY ISSUED ACCOUNTING STANDARDS
For information about recently issued accounting standards, see Note 1 of the Notes to Consolidated Financial Statements in "Part I, Item 1. Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.
LIQUIDITY AND CAPITAL RESOURCES
We are continually evaluating the impact of the COVID-19 pandemic on our financial condition and liquidity. Although the situation remains uncertain, we believe that we have sufficient cash flow from operations and available borrowings under the Revolving Credit Facility to execute our business strategy in the short and longer term. While management continues to closely monitor the impact of the COVID-19 pandemic, including the spread of new variants of the virus and government and private sector responses to it in each of the locations and sectors in which the Company does business, we believe that the Company's strategy during the pandemic has increased the Company's resiliency and positioned the Company to take advantage of any post-pandemic recovery. Our primary sources of liquidity are cash and cash equivalents, cash generated from operations and borrowings under the Credit Agreement. AtSeptember 30, 2021 , we had$71.4 million in unrestricted cash and cash equivalents immediately available and$62.2 million of borrowing capacity, subject to our leverage covenant limitation, available under our Revolving Credit Facility. We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our primary ongoing cash requirements are funding operations, capital expenditures, paying principal and interest on our long-term debt, and paying declared dividends pursuant to our dividend policy. We believe future operating cash flows will be sufficient to meet our future operating, investing and dividend cash needs for the foreseeable future. Furthermore, existing cash balances and availability of additional borrowings under the Credit Agreement provide additional sources of liquidity should they be required. OnJune 29, 2021 , Predecessor US Ecology amended the Credit Agreement to extend the maturity date for the existing revolving credit facility toJune 29, 2026 . The Credit Agreement was also amended to extend the existing covenant relief period to end on the earlier ofDecember 31, 2022 and the date Predecessor US Ecology elects to end such covenant relief period pursuant to the terms therein and to permanently increase Predecessor US Ecology's consolidated total net leverage ratio requirement as of the end of each fiscal quarter ending on and afterDecember 31, 2022 to 4.50 to 1.00. See additional information on the Fourth Amendment under "Amendments to the Credit Agreement," below. Operating Activities For the nine months endedSeptember 30, 2021 , net cash provided by operating activities was$77.0 million . This primarily reflects net income of$1.8 million , non-cash depreciation, amortization and accretion of$84.2 million , an increase in accounts payable and accrued liabilities of$20.7 million , share-based compensation expense of$5.7 million , and an increase deferred revenue of$2.2 million , partially offset by an increase in accounts receivable of$19.1 million , an increase in other assets of$7.1 million , deferred incomes taxes of$3.8 million , a gain of$3.5 million related to a change in the fair value of a minority interest investment and a decrease in accrued salaries and benefits of$3.2 million . Impacts on net income are due to the factors discussed above under "Results of Operations." Changes in accounts receivable and accounts 46 Table of Contents
payable and accrued liabilities are attributable to the timing of payments from customers and payments to vendors for products and services. The increase in other assets is primarily attributable to prepaid insurance costs associated with our annual renewal process. The decrease in accrued salaries and benefits is primarily attributable to lower accrued employee-incentive compensation. The increase in deferred revenue is primarily attributable to cash payments that are received, or advance billings charged, prior to performance of services and waste that has been received but not yet treated or disposed at the end of
the
period.
We calculate days sales outstanding ("DSO") as a rolling four quarter average of
our net accounts receivable divided by our quarterly revenue. Our net accounts
receivable balance for the DSO calculation includes trade accounts receivable,
net of allowance for doubtful accounts, and unbilled accounts receivable,
adjusted for changes in deferred revenue. DSO was 90 days as of September 30,
2021 , compared to 86 days as of December 31, 2020 , and 87 days as of September
30, 2020 .
For the nine months ended September 30, 2020 , net cash provided by operating
activities was $83.2 million . This primarily reflects net loss of $297.0
million , non-cash goodwill impairment charges of $300.3 million , non-cash
depreciation, amortization and accretion of $86.5 million and a decrease in
accounts receivable of $25.3 million , partially offset by a decrease in accounts
payable and accrued liabilities of $19.2 million , an increase in other assets of
$8.3 million and an increase in income taxes receivable of $6.3 million . Impacts
on net income are due to the factors discussed above under "Results of
Operations." Changes in accounts receivable and accounts payable and accrued
liabilities are attributable to the timing of payments from customers and
payments to vendors for products and services. The increase in other assets is
primarily attributable to prepaid insurance costs and refundable deposits
associated with our annual renewal process. The increase in income taxes
receivable is primarily attributable to projected net operating losses in 2020
that will be carried back to prior years with taxable income.
Investing Activities
For the nine months ended September 30, 2021 , net cash used in investing
activities was $41.5 million , primarily related to capital expenditures of $45.3
million and a $712,000 investment in the preferred stock of a privately held
company, partially offset by $2.4 million in proceeds from the sale of property
and equipment and net proceeds from the purchase and sale of restricted
investments of $2.2 million . Capital projects consisted primarily of landfill
cell development and infrastructure upgrades at our operating facilities.
For the nine months ended September 30, 2020 , net cash used in investing
activities was $46.4 million , primarily related to capital expenditures of $45.1
million and the acquisition of Impact Environmental, Inc. for $3.3 million in
January 2020 . Capital projects consisted primarily of equipment purchases and
infrastructure upgrades at our corporate and operating facilities.
Financing Activities
For the nine months ended September 30, 2021 , net cash used in financing
activities was $37.7 million , consisting primarily of $26.0 million in payments
on our revolving credit facility, $4.3 million in payments on our equipment
financing obligations, $3.4 million in quarterly payments on our term loan and
$2.6 million in payments to settle acquired contingent consideration
liabilities. Quarterly cash dividends have been suspended and no dividends were
paid in the first nine months of 2021.
For the nine months ended September 30, 2020 , net cash provided by financing
activities was $24.6 million , consisting primarily of $90.0 million in
borrowings on our revolving credit facility, partially offset by $33.4 million
in payments on our revolving credit facility and term loan, repurchases of our
common stock of $18.3 million , dividend payments to our stockholders of $5.7
million and $4.8 million in payments on our equipment financing obligations.
Quarterly cash dividends have been suspended and no dividends were paid inthe third quarter of 2020. Credit Agreement
On
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including a$75.0 million sublimit for the issuance of standby letters of credit and a$40.0 million sublimit for the issuance of swingline loans used to fund short-term working capital requirements. The Credit Agreement also contains an accordion feature whereby Predecessor US Ecology may request up to$200.0 million of additional funds through an increase to the Revolving Credit Facility, through incremental term loans, or some combination thereof. As described herein, the Credit Agreement was amended in August andNovember 2019 in connection with the NRC Merger; and further amended onJune 26, 2020 andJune 29, 2021 pursuant to the Third Amendment and Fourth Amendment (each as defined herein), respectively. During the nine months endedSeptember 30, 2021 , the effective interest rate on the Revolving Credit Facility, after giving effect to the impact of our interest rate swap and the amortization of the loan discount and debt issuance costs, was 4.03%. Interest only payments are due either quarterly or on the last day of any interest period, as applicable. InMarch 2020 , the Company entered into an interest rate swap agreement, effectively fixing the interest rate on$450.0 million , or approximately 59%, of the Revolving Credit Facility and term loan borrowings outstanding as ofSeptember 30, 2021 . As modified by the Fourth Amendment as described herein, Predecessor US Ecology is required to pay a commitment fee ranging from 0.175% to 0.40% on the average daily unused portion of the Revolving Credit Facility, with such commitment fee to be based upon Predecessor US Ecology's total net leverage ratio (as defined in the Credit Agreement). The maximum letter of credit capacity under the Revolving Credit Facility is$75.0 million and the Credit Agreement provides for a letter of credit fee equal to the applicable margin for LIBOR loans under the Revolving Credit Facility. AtSeptember 30, 2021 , there were$321.0 million of revolving credit loans outstanding on the Revolving Credit Facility. These revolving credit loans are due upon the earliest to occur of (i)June 29, 2026 (or, with respect to any lender, such later date as requested by us and accepted by such lender), (ii) the date of termination of the entire revolving credit commitment (as defined in the Credit Agreement) by us, and (iii) the date of termination of the revolving credit commitment and are presented as long-term debt in the consolidated balance sheets. PredecessorUS Ecology has entered into a sweep arrangement whereby day-to-day cash requirements in excess of available cash balances are advanced to the Company on an as-needed basis with repayments of these advances automatically made from subsequent deposits to our cash operating accounts (the "Sweep Arrangement"). Total advances outstanding under the Sweep Arrangement are subject to the$40.0 million swingline loan sublimit under the Revolving Credit Facility. PredecessorUS Ecology's revolving credit loans outstanding under the Revolving Credit Facility are not subject to repayment through the Sweep Arrangement. As ofSeptember 30, 2021 , there were no in borrowings outstanding subject to the Sweep Arrangement. As ofSeptember 30, 2021 , the availability under the Revolving Credit Facility was$62.2 million , subject to our leverage covenant limitation, with$14.7 million of the Revolving Credit Facility issued in the form of standby letters of credit utilized as collateral for closure and post-closure financial assurance and other assurance obligations.
Amendments to the Credit Agreement
OnAugust 6, 2019 , Predecessor US Ecology entered into the First Amendment to the Credit Agreement, by and among Predecessor US Ecology, the subsidiaries of Predecessor US Ecology party thereto, the lenders referred to therein and Wells Fargo, as issuing lender, swingline lender and administrative agent. EffectiveNovember 1, 2019 , the First Amendment, among other things, extended the expiration of the Revolving Credit Facility toNovember 1, 2024 , permitted the issuance of a$400.0 million incremental term loan to be used to refinance the indebtedness of NRC and pay related transaction expenses in connection with the NRC Merger, modified the accordion feature allowing Predecessor US Ecology to request up to the greater of (x)$250.0 million and (y) 100% of consolidated EBITDA plus certain additional amounts, increased the sublimit for the issuance of swingline loans to$40.0 million and increased the maximum consolidated total net leverage ratio to 4.00 to 1.00. OnNovember 1, 2019 , Predecessor US Ecology entered into the lender joinder agreement and the Second Amendment to the Credit Agreement. EffectiveNovember 1, 2019 , the Second Amendment, among other things, amended the Credit Agreement to increase the capacity for incremental term loans by$50.0 million and provided for Wells Fargo lending$450.0 million in incremental term loans to Predecessor US Ecology to pay off the existing debt of NRC in connection with the NRC Merger, to pay certain fees, costs and expenses incurred in connection with the NRC Merger and to repay 48
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outstanding borrowings under the Revolving Credit Facility. The seven-year incremental term loan maturesNovember 1, 2026 , requires principal repayment of 1% annually, and bears interest at LIBOR plus 2.25% or a base rate plus 1.25% (with a step-up to LIBOR plus 2.50% or a base rate plus 1.50% in the event thatUS Ecology credit ratings are not BB (with a stable or better outlook) or better from S&P and Ba2 (with a stable or better outlook) or better from Moody's). During the nine months endedSeptember 30, 2021 , the effective interest rate on the term loan, including the impact of the amortization of debt issuance costs, was 2.87%. OnJune 26, 2020 , Predecessor US Ecology entered into the Third Amendment to the Credit Agreement. Among other things, the Third Amendment amended the Credit Agreement to provide a covenant relief period through the earlier ofMarch 31, 2022 and the date Predecessor US Ecology elects to end such covenant relief period pursuant to the terms therein. During the covenant relief period, the Third Amendment increased Predecessor US Ecology's consolidated total net leverage ratio requirement as of the end of each fiscal quarter to certain ratios above the 4.00 to 1.00 ratio in effect immediately before giving effect to the Third Amendment, subject to compliance with certain restrictions on restricted payments and permitted acquisitions during such covenant relief period. Furthermore, during the covenant relief period, under the Revolving Credit Facility, revolving credit loans are available based on a base rate (as defined in the Credit Agreement) or LIBOR, at the Company's option, plus an applicable margin, which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to consolidated earnings before interest, taxes, depreciation and amortization (as defined in the Credit Agreement). OnJune 29, 2021 , Predecessor US Ecology entered into the Fourth Amendment to the Credit Agreement. Among other things, the Fourth Amendment amends the Credit Agreement to extend the maturity date for the existing revolving credit facility toJune 29, 2026 (or such earlier date as the revolving credit facility may otherwise terminate pursuant to the terms of the Credit Agreement). The Fourth Amendment also amends the Credit Agreement (i) to extend the existing covenant relief period to end on the earlier ofDecember 31, 2022 and the date Predecessor US Ecology elects to end such covenant relief period pursuant to the terms therein and (ii) to permanently increase Predecessor US Ecology's consolidated total net leverage ratio requirement as of the end of each fiscal quarter ending on and afterDecember 31, 2022 to 4.50 to 1.00. During the covenant relief period until the fiscal quarter endingDecember 31, 2022 , the Fourth Amendment increases Predecessor US Ecology's consolidated total net leverage ratio requirement as of the end of each fiscal quarter to certain ratios above the 4.50 to 1.00 ratio otherwise in effect after giving effect to the Fourth Amendment, subject to compliance with certain restrictions on restricted payments and permitted acquisitions during such covenant relief period. Furthermore, after giving effect to the Fourth Amendment and whether or not the covenant relief period is in effect, (i) if the Borrower's consolidated total net leverage ratio is equal to or greater than 4.00 to 1.00 but less than 4.50 to 1.00, the interest rate on all outstanding borrowings of revolving credit loans under the Credit Agreement will step-up to the LIBOR plus 2.25% or a base rate plus 1.25% and the commitment fee will step-up to 0.375% and (ii) if Predecessor US Ecology's consolidated total net leverage ratio is greater than 4.50 to 1.00, the interest rate on all outstanding borrowings of revolving credit loans under the Credit Agreement will step-up to LIBOR plus 2.50% or a base rate plus 1.50% and the commitment fee will step-up to 0.40%, in each case, pursuant to the terms of the Credit Agreement. The Fourth Amendment also reset any outstanding usage of certain negative covenant baskets, including baskets in connection with the indebtedness, liens, investments, asset dispositions, restricted payments and affiliate transactions negative covenants.
For additional information see Note 11 of the Notes to Consolidated Financial Statements in "Part I, Item 1. Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.
CONTRACTUAL OBLIGATIONS AND GUARANTEES
InMarch 2020 , the Company entered into an interest rate swap agreement with Wells Fargo, effectively fixing the interest rate on$450.0 million , or approximately 59%, of the Revolving Credit Facility and term loan borrowings outstanding as ofSeptember 30, 2021 . In connection with our entry into theMarch 2020 interest rate swap, we terminated our existing interest rate swap prior to its scheduled maturity date ofJune 2021 . For more information, see Note 11 of the Notes to Consolidated Financial Statements in "Part I, Item 1. Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q. 49 Table of Contents
Except as set forth above, there were no material changes in the amounts of our contractual obligations and guarantees during the nine months endedSeptember 30, 2021 . For further information on our contractual obligations and guarantees, refer to our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2020 .
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