株探米国株
日本語 英語
エドガーで原本を確認する
0000045876false00000458762023-05-032023-05-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 3, 2023
 
          Harsco Corporation
(Exact name of registrant as specified in its charter)
 
Delaware 001-03970 23-1483991
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
Two Logan Square
 100-120 North 18th Street, 17th Floor,
Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (267) 857-8715
 
                           (Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $1.25 per share HSC New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02     Results of Operations and Financial Condition.
On May 3, 2023, Harsco Corporation (the “Company”) issued a press release announcing its earnings for the first quarter ended March 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1.
The information is being furnished in this report and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
The following exhibits are furnished as part of the Current Report on Form 8-K:
Exhibit 99.1



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Harsco Corporation
Date:
May 3, 2023
/s/ PETER F. MINAN
Peter F. Minan
Senior Vice President and Chief Financial Officer




EX-99.1 2 pressreleasefinancialstate.htm EX-99.1 Document

/
                    Exhibit 99.1

imagepica36.jpg
Investor Contact
David Martin
267.946.1407
damartin@harsco.com
Media Contact
Jay Cooney
267.857.8017
jcooney@harsco.com

FOR IMMEDIATE RELEASE


HARSCO CORPORATION REPORTS FIRST QUARTER 2023 RESULTS


•First Quarter Revenues from Continuing Operations Totaled $496 Million, an Increase of 9 Percent Over the Prior-Year Quarter (or 12 Percent Excluding FX Translation Impacts)

•Q1 GAAP Operating Income from Continuing Operations of $29 Million

•Adjusted EBITDA from Continuing Operations in Q1 Totaled $63 million; an Increase of 28 Percent Over the Prior-Year Quarter

•Credit Agreement Net Leverage Ratio Declined to 4.9x at Quarter-End From 5.3x at the End of 2022 Due to Strong Operating Performance

•Full Year 2023 Adjusted EBITDA Guidance Range Increased to Between $260 Million and $275 Million


PHILADELPHIA, PA (May 3, 2023) - Harsco Corporation (NYSE: HSC) today reported first quarter 2023 results. On a U.S. GAAP ("GAAP") basis, the first quarter of 2023 diluted loss per share from continuing operations was $0.12, after unusual items including a net gain on a lease to relocate a site. Adjusted diluted loss per share from continuing operations in the first quarter of 2023 was $0.11. These figures compare with first quarter of 2022 GAAP diluted loss per share from continuing operations of $0.09 and adjusted diluted loss per share from continuing operations of $0.01.

GAAP operating income from continuing operations for the first quarter of 2023 was $29 million. Adjusted EBITDA was $63 million in the quarter, compared to the Company's previously provided guidance range of $45 million to $50 million.

“Harsco delivered another quarter of strong operating and financial performance, as we continued to benefit from steady demand for our environmental solutions and focused execution by our teams across the company,” said Harsco Chairman and CEO Nick Grasberger.
1


“Our results were supported by healthy underlying volumes and favorable cost performance relative to our earlier expectations, with operating costs aided by proactive internal initiatives. These positive financial results, coupled with our cash management, have led to a sequential decrease in our leverage, a trend we expect to continue in the coming quarters.

“Looking forward, demand within our key markets remains solid, and we anticipate continued positive momentum in both Clean Earth and Harsco Environmental. As a result, we are raising our outlook for the year. Business performance at Rail is also trending positively and our efforts to simplify and de-risk the business are ongoing, as we continue to position the business for a sale. Overall, we are encouraged by our progress and expect that continued execution of our key priorities will position Harsco well to create significant shareholder value in the coming years.”

Harsco Corporation—Selected First Quarter Results
($ in millions, except per share amounts) Q1 2023 Q1 2022
Revenues $ 496  $ 453 
Operating income from continuing operations - GAAP $ 29  $
Diluted EPS from continuing operations - GAAP $ (0.12) $ (0.09)
Adjusted EBITDA - Non GAAP $ 63  $ 49 
Adjusted EBITDA margin - Non GAAP 12.7  % 10.8  %
Adjusted diluted EPS from continuing operations - Non GAAP $ (0.11) $ (0.01)
Note: Adjusted diluted earnings (loss) per share from continuing operations and adjusted EBITDA details presented throughout this release are adjusted for unusual items; in addition, adjusted diluted earnings per share from continuing operations is adjusted for acquisition-related amortization expense. See below for definition of these non-GAAP measures.

Consolidated First Quarter Operating Results
Consolidated revenues from continuing operations were $496 million, an increase of 9 percent compared with the prior-year quarter. Both Harsco Environmental and Clean Earth realized an increase in revenues compared to the first quarter of 2022 due to higher demand for environmental services and higher services pricing. Foreign currency translation negatively impacted first quarter 2023 revenues by approximately $13 million (3 percent), compared with the prior-year period.

The Company's GAAP operating income from continuing operations was $29 million for the first quarter of 2023, compared with GAAP operating income of $8 million in the same quarter of 2022. Meanwhile, adjusted EBITDA totaled $63 million in the first quarter of 2023 versus $49 million in the first quarter of the prior year. Clean Earth achieved significantly higher adjusted EBITDA relative to the prior-year quarter, while Harsco Environmental's adjusted EBITDA was below the comparable quarter of 2022 as anticipated.
2


First Quarter Business Review

Harsco Environmental
($ in millions) Q1 2023 Q1 2022
Revenues $ 273  $ 262 
Operating income - GAAP $ 22  $ 18 
Adjusted EBITDA - Non GAAP $ 44  $ 48 
Adjusted EBITDA margin - Non GAAP 16.1  % 18.4  %

Harsco Environmental revenues totaled $273 million in the first quarter of 2023, an increase of 4 percent compared with the prior-year quarter. This change is attributable to increases in both volume and price, partially offset by the impact of FX translation. The segment's GAAP operating earnings and adjusted EBITDA totaled $22 million and $44 million, respectively, in the first quarter of 2023. These figures compare with GAAP operating income of $18 million and adjusted EBITDA of $48 million in the prior-year period. The year-on-year change in adjusted earnings reflects the above-mentioned items as well as the impact of select site exits, higher operating costs due to inflation, and certain items (i.e. recovery of Brazil sales taxes) in the prior-year quarter which were not repeated in 2023.

Clean Earth
($ in millions) Q1 2023 Q1 2022
Revenues $ 222  $ 191 
Operating income (loss) - GAAP $ 16  $ (1)
Adjusted EBITDA - Non GAAP $ 27  $ 10 
Adjusted EBITDA margin - Non GAAP 12.3  % 5.3  %

Clean Earth revenues totaled $222 million in the first quarter of 2023, a 17 percent increase over the prior-year quarter as a result of higher volumes and services pricing. The segment's GAAP operating income was $16 million and adjusted EBITDA was $27 million in the first quarter of 2023. These figures compare with a GAAP operating loss of $1 million and adjusted EBITDA of $10 million in the prior-year period. The year-on-year improvement in adjusted earnings reflects higher volumes and price as well as cost reduction and efficiency initiatives, partially offset by inflationary pressures on certain expenditures such as labor and disposal. As a result, Clean Earth's adjusted EBITDA margin increased to 12.3 percent in the first quarter of 2023 versus 5.3 percent in the comparable quarter of 2022.

3


Cash Flow
Net cash provided by operating activities was $37 million in the first quarter of 2023, compared with net cash used by operating activities of $34 million in the prior-year period. Free cash flow (excluding Rail) was $12 million in the first quarter of 2023, compared with $(29) million in the prior-year period. The increase in free cash flow compared with the prior-year quarter is mainly attributable to higher cash earnings, the timing of certain payments and lower net capital spending.

2023 Outlook
The Company has increased its 2023 guidance to reflect its positive business momentum and improved visibility in each of its businesses, relative to the outlook provided with the Company's fourth quarter 2022 results. Comments by business segments are as follows:

Harsco Environmental adjusted EBITDA is projected to be modestly above 2022 results. For the year, higher services pricing, restructuring benefits, site improvement initiatives and new contracts are expected to be partially offset by FX translation impacts and lower commodity prices.

Clean Earth adjusted EBITDA is expected to significantly increase versus 2022, as a result of higher services pricing as well as cost reduction and operational improvement actions, offsetting the impacts of continued labor-market and supply-chain (disposal) tightness.

Corporate spending is anticipated to be higher relative to the prior year due to the normalization of certain expenditures, including travel and higher planned incentive compensation.

Lastly, Harsco Free Cash Flow is now projected to be within a range of $25 million to $45 million for the year, which represents a significant improvement in underlying cash flows due to higher cash earnings and working capital (adjusted for the Accounts Receivable Securitization benefit in 2022).

4


2023 Full Year Outlook (Continuing Operations)
Current Prior
GAAP Operating Income/(Loss) $101 - $116 million $74 - $94 million
Adjusted EBITDA $260 - $275 million $240 - $260 million
GAAP Diluted Earnings/(Loss) Per Share from Continuing Operations $(0.33) - $(0.54) $(0.50) - $(0.80)
Adjusted Diluted Earnings/(Loss) Per Share from Continuing Operations $(0.12) - $(0.33) $(0.23) - $(0.52)
Free Cash Flow $25 - $45 million $20 - $40 million
Net Interest Expense $92 - $95 million $91 - $95 million
Account Receivable Securitization Fees $10 million $9 - $10 million
Pension Expense (Non-Operating) $20 - $22 million $20 - $22 million
Tax Expense, Excluding Any Unusual Items $12 - $15 million $8 - $11 million
Net Capital Expenditures $125 - $135 million $125 - $135 million
Q2 2023 Outlook (Continuing Operations)
GAAP Operating Income $24 - $31 million
Adjusted EBITDA $65 - $72 million
GAAP Diluted Earnings/(Loss) Per Share from Continuing Operations $(0.07) - $(0.16)
Adjusted Diluted Earnings/(Loss) Per Share from Continuing Operations $(0.01) - $(0.09)

Conference Call
The Company will hold a conference call today at 10:00 a.m. Eastern Time to discuss its results and respond to questions from the investment community. Those who wish to listen to the conference call webcast should visit the Investor Relations section of the Company’s website at www.harsco.com. The live call also can be accessed by dialing (833) 634-5019, or (412) 902-4237 for international callers. Please ask to join the Harsco Corporation call. Listeners are advised to dial in approximately ten minutes prior to the call. If you are unable to listen to the live call, the webcast will be archived on the Company’s website.

5


Forward-Looking Statements
The nature of the Company's business, together with the number of countries in which it operates, subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the "safe harbor" provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements about management's confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "outlook," "plan" or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) changes in the worldwide business environment in which the Company operates, including changes in general economic conditions or health conditions; (2) changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (3) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company's pension plans and the accounting for pension assets, liabilities and expenses; (4) changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; (5) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; (6) the Company's inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates; (7) failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure; (8) unforeseen business disruptions in one or more of the many countries in which the Company operates due to political instability, civil disobedience, armed hostilities, public health issues or other calamities; (9) disruptions associated with labor disputes and increased operating costs associated with union organization; (10) the seasonal nature of the Company's business; (11) the Company's ability to successfully enter into new contracts and complete new acquisitions or strategic ventures in the time-frame contemplated, or at all; (12) the Company's ability to negotiate, complete, and integrate strategic transactions; (13) failure to complete a divestiture of the Rail segment, as announced on November 2, 2021 on satisfactory terms, or at all; (14) potential severe volatility in the capital or commodity markets; (15) failure to retain key management and employees; (16) the outcome of any disputes with customers, contractors and subcontractors; (17) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged, have inadequate liquidity or whose business has been significantly impacted by COVID-19) to maintain their credit availability; (18) implementation of environmental remediation matters; (19) risk and uncertainty associated with intangible assets; (20) the risk that the Company may be unable to implement fully and successfully the expected incremental actions at Clean Earth due to market conditions or otherwise and may fail to deliver the expected resulting benefits; and (21) other risk factors listed from time to time in the Company's SEC reports.
6


A further discussion of these, along with other potential risk factors, can be found in Part I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company's ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.

NON-GAAP MEASURES
Measurements of financial performance not calculated in accordance with GAAP should be considered as supplements to, and not substitutes for, performance measurements calculated or derived in accordance with GAAP. Any such measures are not necessarily comparable to other similarly-titled measurements employed by other companies. The most comparable GAAP measures are included within the definitions below.

Adjusted diluted earnings per share from continuing operations: Adjusted diluted earnings (loss) per share from continuing operations is a non-GAAP financial measure and consists of diluted earnings (loss) per share from continuing operations adjusted for unusual items and acquisition-related intangible asset amortization expense. It is important to note that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. The Company’s management believes Adjusted diluted earnings per share from continuing operations is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. Exclusion of acquisition-related intangible asset amortization expense, the amount of which can vary by the timing, size and nature of the Company’s acquisitions, facilitates more consistent internal comparisons of operating results over time between the Company’s newly acquired and long-held businesses, and comparisons with both acquisitive and non-acquisitive peer companies.

7


Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure and consists of income (loss) from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest expense; defined benefit pension income (expense); facility fees and debt-related income (expense); and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs). The sum of the Segments’ Adjusted EBITDA and Corporate Adjusted EBITDA equals consolidated Adjusted EBITDA. The Company‘s management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance.

Free cash flow: Free cash flow is a non-GAAP financial measure and consists of net cash provided (used) by operating activities less capital expenditures and expenditures for intangible assets; and plus capital expenditures for strategic ventures, total proceeds from sales of assets and certain transaction-related / debt-refinancing expenditures. The Company's management believes that Free cash flow is meaningful to investors because management reviews Free cash flow for planning and performance evaluation purposes. It is important to note that Free cash flow does not represent the total residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements and settlements of foreign currency forward exchange contracts, are not deducted from this measure. Free cash flow excludes the former Harsco Rail Segment since the segment is reported as discontinued operations. This presentation provides a basis for comparison of ongoing operations and prospects.
About Harsco
Harsco Corporation is a global market leader providing environmental solutions for industrial and specialty waste streams. Based in Philadelphia, PA, the 12,000-employee company operates in more than 30 countries. Harsco’s common stock is a component of the S&P SmallCap 600 Index and the Russell 2000 Index. Additional information can be found at www.harsco.com.


# # #
8


HARSCO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended
March 31
(In thousands, except per share amounts) 2023 2022
Revenues from continuing operations:
Revenues $ 495,653  $ 452,797 
Costs and expenses from continuing operations:
Cost of sales 400,688  377,019 
Selling, general and administrative expenses 71,935  69,153 
Research and development expenses 176  56 
Other (income) expenses, net (6,151) (1,179)
Total costs and expenses 466,648  445,049 
Operating income (loss) from continuing operations 29,005  7,748 
Interest income 1,455  644 
Interest expense (24,328) (15,092)
Facility fees and debt-related income (expense) (2,363) (532)
Defined benefit pension income (expense) (5,335) 2,410 
Income (loss) from continuing operations before income taxes and equity income (1,566) (4,822)
Income tax benefit (expense) from continuing operations (6,923) (1,221)
Equity income (loss) of unconsolidated entities, net (133) (131)
Income (loss) from continuing operations (8,622) (6,174)
Discontinued operations:
Income (loss) from discontinued businesses 619  (39,097)
Income tax benefit (expense) from discontinued businesses (587) 6,591 
Income (loss) from discontinued operations, net of tax 32  (32,506)
Net income (loss) (8,590) (38,680)
Less: Net (income) loss attributable to noncontrolling interests (935) (1,159)
Net income (loss) attributable to Harsco Corporation $ (9,525) $ (39,839)
Amounts attributable to Harsco Corporation common stockholders:
Income (loss) from continuing operations, net of tax $ (9,557) $ (7,333)
Income (loss) from discontinued operations, net of tax 32  (32,506)
Net income (loss) attributable to Harsco Corporation common stockholders
$ (9,525) $ (39,839)
Weighted-average shares of common stock outstanding 79,633  79,363 
Basic earnings (loss) per common share attributable to Harsco Corporation common stockholders:
Continuing operations $ (0.12) $ (0.09)
Discontinued operations 0.00 (0.41)
Basic earnings (loss) per share attributable to Harsco Corporation common stockholders $ (0.12) $ (0.50)
Diluted weighted-average shares of common stock outstanding 79,633  79,363 
Diluted earnings (loss) per common share attributable to Harsco Corporation common stockholders:
Continuing operations $ (0.12) $ (0.09)
Discontinued operations 0.00 (0.41)
Diluted earnings (loss) per share attributable to Harsco Corporation common stockholders $ (0.12) $ (0.50)


9


HARSCO CORPORATION
CONSOLIDATED BALANCE SHEETS

(In thousands)
March 31
2023
December 31
2022
ASSETS
Current assets:
Cash and cash equivalents $ 91,759  $ 81,332 
Restricted cash 4,477  3,762 
Trade accounts receivable, net 281,777  264,428 
Other receivables 25,832  25,379 
Inventories 84,705  81,375 
Prepaid expenses
24,878  30,583 
Current portion of assets held-for-sale 264,051  266,335 
Other current assets 15,181  14,541 
Total current assets 792,660  767,735 
Property, plant and equipment, net 665,191  656,875 
Right-of-use assets, net
100,199  101,253 
Goodwill 763,013  759,253 
Intangible assets, net 345,595  352,160 
Deferred income tax assets 18,422  17,489 
Assets held-for-sale
69,554  70,105 
Other assets 70,360  65,984 
Total assets $ 2,824,994  $ 2,790,854 
LIABILITIES
Current liabilities:
Short-term borrowings $ 2,142  $ 7,751 
Current maturities of long-term debt 13,245  11,994 
Accounts payable 225,314  205,577 
Accrued compensation 50,193  43,595 
Income taxes payable 3,987  3,640 
Current portion of operating lease liabilities
26,104  25,521 
Current portion of liabilities of assets held-for-sale
159,069  159,004 
Other current liabilities 138,224  140,199 
Total current liabilities 618,278  597,281 
Long-term debt 1,346,206  1,336,995 
Retirement plan liabilities 48,013  46,601 
Operating lease liabilities
74,149  75,246 
Liabilities of assets held-for-sale
8,942  9,463 
Environmental liabilities 26,481  26,880 
Deferred tax liabilities 28,426  30,069 
Other liabilities 50,547  45,277 
Total liabilities 2,201,042  2,167,812 
HARSCO CORPORATION STOCKHOLDERS’ EQUITY
Common stock 145,843  145,448 
Additional paid-in capital 229,218  225,759 
Accumulated other comprehensive loss (560,842) (567,636)
Retained earnings 1,604,916  1,614,441 
Treasury stock (849,678) (848,570)
Total Harsco Corporation stockholders’ equity 569,457  569,442 
Noncontrolling interests 54,495  53,600 
Total equity 623,952  623,042 
Total liabilities and equity $ 2,824,994  $ 2,790,854 

10


HARSCO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31
(In thousands) 2023 2022
Cash flows from operating activities:
Net income (loss) $ (8,590) $ (38,680)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation 33,039  33,604 
Amortization 7,965  8,586 
Deferred income tax (benefit) expense
(56) (4,275)
Equity (income) loss of unconsolidated entities, net 133  131 
Dividends from unconsolidated entities —  178 
Other, net 1,009  259 
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable (14,533) (15,364)
Income tax refunds receivable, reimbursable to seller —  7,687 
Inventories (8,534) (4,610)
Contract assets 11,698  4,843 
Right-of-use assets 7,842  7,076 
Accounts payable 17,735  1,655 
Accrued interest payable (6,998) (7,393)
Accrued compensation 7,343  (5,692)
Advances on contracts (5,591) (7,808)
Operating lease liabilities (7,202) (7,063)
Retirement plan liabilities, net 814  (14,519)
Other assets and liabilities 838  7,070 
Net cash provided (used) by operating activities 36,912  (34,315)
Cash flows from investing activities:
Purchases of property, plant and equipment (22,146) (32,958)
Proceeds from sales of assets 823  5,976 
Expenditures for intangible assets (36) (54)
Net proceeds from settlement of foreign currency forward exchange contracts (1,212) 1,061 
Payments for settlements of interest rate swaps —  (1,062)
Other investing activities, net 32  124 
Net cash used by investing activities (22,539) (26,913)
Cash flows from financing activities:
Short-term borrowings, net (3,029) 2,051 
Current maturities and long-term debt:  
Additions 59,000  72,005 
Reductions (57,200) (2,566)
Stock-based compensation - Employee taxes paid (930) (1,377)
Payment of contingent consideration —  (6,915)
Net cash (used) provided by financing activities (2,159) 63,198 
Effect of exchange rate changes on cash and cash equivalents, including restricted cash (1,072) 455 
Net increase (decrease) in cash and cash equivalents, including restricted cash 11,142  2,425 
Cash and cash equivalents, including restricted cash, at beginning of period 85,094  87,128 
Cash and cash equivalents, including restricted cash, at end of period $ 96,236  $ 89,553 
11


HARSCO CORPORATION
REVIEW OF OPERATIONS BY SEGMENT (Unaudited)

Three Months Ended Three Months Ended
March 31, 2023 March 31, 2022
(In thousands) Revenues Operating
Income (Loss)
Revenues Operating Income (Loss)
Harsco Environmental $ 273,189  $ 22,285  $ 262,051  $ 18,267 
Harsco Clean Earth 222,464  16,471  190,746  (1,297)
Corporate —  (9,751) —  (9,222)
Consolidated Totals $ 495,653  $ 29,005  $ 452,797  $ 7,748 



12


HARSCO CORPORATION
RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)
Three Months Ended
March 31
2023 2022
Diluted earnings (loss) per share from continuing operations, as reported $ (0.12) $ (0.09)
Facility fees and debt-related expense (income) (a) —  0.01 
Corporate strategic costs (b) 0.01  (0.01)
Harsco Environmental net gain on lease incentive (c) (0.09) — 
Taxes on above unusual items (d) 0.02  — 
Adjusted diluted earnings (loss) per share from continuing operations, including acquisition amortization expense (0.18) (0.09)
Acquisition amortization expense, net of tax (e) 0.07  0.08 
Adjusted diluted earnings (loss) per share from continuing operations $ (0.11) $ (0.01)
(a)Costs incurred at Corporate to amend the Company's Senior Secured Credit Facilities (three months 2022 $0.5 million pre-tax expense) .
(b)Certain strategic costs incurred at Corporate associated with supporting and executing the Company's long-term strategies (three months 2023 $0.6 million pre-tax expense). 2022 included the relocation of the Company's headquarters (three months 2022 $0.4 million pre-tax income).
(c)Net gain recognized for a lease modification that resulted in a lease incentive for the Company for a site relocation prior the end of the expected lease term (three months ended 2023 $6.8 million pre-tax).
(d)Unusual items are tax-effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded.
(e)Acquisition amortization expense was $7.0 million pre-tax and $7.9 million pre-tax for the three months ended 2023 and 2022, respectively, and after-tax was $5.4 million and $6.2 million for the three months ended 2023 and 2022, respectively.



13


HARSCO CORPORATION
RECONCILIATION OF PROJECTED ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS TO DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS (a)
(Unaudited)


Projected Projected
Three Months Ending Twelve Months Ending
June 30 December 31
2023 2023
Low High Low High
Diluted earnings (loss) per share from continuing operations $ (0.16) $ (0.07) $ (0.54) $ (0.33)
Corporate strategic costs —  —  0.01  0.01 
Harsco Environmental segment net gain on lease incentive —  —  (0.09) (0.09)
Taxes on above unusual items —  —  0.02  0.02 
Adjusted diluted earnings (loss) per share from continuing operations, including acquisition amortization expense (0.16) (0.07) (0.60) (0.39)
Estimated acquisition amortization expense, net of tax 0.07  0.07  0.27  0.27 
Adjusted diluted earnings (loss) per share from continuing operations $ (0.09) $ (0.01) (b) $ (0.33) $ (0.12)
(a) Excludes Harsco Rail Segment.
(b) Does not total due to rounding.





14


HARSCO CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)

(In thousands) Harsco
Environmental
Harsco Clean Earth Corporate Consolidated Totals
Three Months Ended March 31, 2023:
Operating income (loss), as reported $ 22,285  $ 16,471  $ (9,751) $ 29,005 
Corporate strategic costs —  —  569  569 
Harsco Environmental segment net gain on lease incentive (6,782) —  —  (6,782)
Operating income (loss) excluding unusual items 15,503  16,471  (9,182) 22,792 
Depreciation 27,560  4,927  552  33,039 
Amortization 999  6,029  —  7,028 
Adjusted EBITDA 44,062  27,427  (8,630) 62,859 
Revenues as reported $ 273,189  $ 222,464  $ 495,653 
Adjusted EBITDA margin (%) 16.1  % 12.3  % 12.7  %
Three Months Ended March 31, 2022:
Operating income (loss), as reported $ 18,267  $ (1,297) $ (9,222) $ 7,748 
Corporate strategic costs —  —  (448) (448)
Harsco Clean Earth segment severance costs —  300  —  300 
Operating income (loss) excluding unusual items 18,267  (997) (9,670) 7,600 
Depreciation 28,072  5,101  431  33,604 
Amortization 1,828  6,075  —  7,903 
Adjusted EBITDA 48,167  10,179  (9,239) 49,107 
Revenues as reported $ 262,051  $ 190,746  $ 452,797 
Adjusted EBITDA margin (%) 18.4  % 5.3  % 10.8  %
































15



HARSCO CORPORATION
RECONCILIATION OF ADJUSTED EBITDA TO CONSOLIDATED INCOME (LOSS) FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)

Three Months Ended
March 31
(In thousands) 2023 2022
Consolidated income (loss) from continuing operations $ (8,622) $ (6,174)
Add back (deduct):
Equity in (income) loss of unconsolidated entities, net 133  131 
Income tax (benefit) expense 6,923  1,221 
Defined benefit pension income 5,335  (2,410)
Facility fees and debt-related expense (income) 2,363  532 
Interest expense 24,328  15,092 
Interest income (1,455) (644)
Depreciation 33,039  33,604 
Amortization 7,028  7,903 
Unusual items:
Corporate strategic costs 569  (448)
Harsco Environmental segment net gain on lease incentive (6,782) — 
Harsco Clean Earth segment severance costs —  300 
Adjusted EBITDA $ 62,859  $ 49,107 




16


HARSCO CORPORATION
RECONCILIATION OF PROJECTED CONSOLIDATED ADJUSTED EBITDA TO PROJECTED CONSOLIDATED INCOME FROM CONTINUING OPERATIONS (a)
(Unaudited)
Projected Projected
Three Months Ending Twelve Months Ending
June 30 December 31
2023 2023
(In millions) Low High Low High
Consolidated loss from continuing operations $ (12) $ (5) $ (40) $ (22)
Add back (deduct):
Income tax (income) expense 14 16
Facility fees and debt-related (income) expense 10  10 
Net interest 24  23  95  92 
Defined benefit pension (income) expense 22  20 
Depreciation and amortization 41  41  165  165 
Unusual items:
Corporate strategic costs —  — 
Harsco Environmental net gain on lease incentive —  —  (7) (7)
Consolidated Adjusted EBITDA $ 65  $ 72  (b) $ 260  $ 275 
(a) Excludes former Harsco Rail Segment
(b) Does not total due to rounding.



17


HARSCO CORPORATION
RECONCILIATION OF FREE CASH FLOW TO NET CASH PROVIDED BY OPERATING ACTIVITIES (Unaudited)
Three Months Ended
March 31
(In thousands) 2023 2022
Net cash provided by operating activities 36,912  $ (34,315)
Less capital expenditures (22,146) (32,958)
Less expenditures for intangible assets (36) (54)
Plus capital expenditures for strategic ventures (a) 486  328 
Plus total proceeds from sales of assets (b) 823  5,976 
Plus transaction-related expenditures (c) —  878 
Harsco Rail free cash flow deficit/(benefit) (3,945) 31,321 
Free cash flow $ 12,094  $ (28,824)
(a)Capital expenditures for strategic ventures represent the partner’s share of capital expenditures in certain ventures consolidated in the Company’s condensed consolidated financial statements.
(b)Asset sales are a normal part of the business model, primarily for the Harsco Environmental segment.
(c)Expenditures directly related to the Company's acquisition and divestiture transactions and costs at Corporate associated with certain debt refinancing transactions.








18


HARSCO CORPORATION
RECONCILIATION OF PROJECTED FREE CASH FLOW TO PROJECTED NET CASH PROVIDED BY OPERATING ACTIVITIES (Unaudited) (a)
Projected
Twelve Months Ending
December 31
2023
(In millions) Low High
Net cash provided by operating activities $ 145  $ 175 
Less net capital / intangible asset expenditures (125) (135)
Plus capital expenditures for strategic ventures
Free cash flow $ 25  $ 45 

(a) Excludes former Harsco Rail Segment


19