Basis of Presentation - New Enviri

3 Months Ended

Mar. 31, 2026

The Company has prepared these unaudited condensed consolidated financial statements in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the SEC. Accordingly, the unaudited Condensed Consolidated Financial Statements do not include all information and disclosure required by U.S. GAAP for annual financial statements. The December 31, 2025 Condensed Consolidated Balance Sheet information contained in this Quarterly Report on Form 10-Q was derived from the 2025 audited consolidated financial statements. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in New Enviri's Information Statement (the "Information Statement"), dated May 8, 2026, attached as Exhibit 99.1 to New Enviri's Current Report on Form 8-K furnished to the SEC on May 11, 2026. In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in these unaudited Condensed Consolidated Financial Statements.

As used in this section, the term the “Company” means Enviri Corporation, a Delaware corporation, and its direct and indirect subsidiaries prior to the completion of the Holding Company Merger.

Going Concern

The Company’s cash flow forecasts, existing cash and cash equivalents, borrowings available under the Senior Secured Credit Facilities and the AR Facility indicate sufficient liquidity to fund the Company’s operations for at least the next twelve months. As such, the Company’s unaudited Consolidated Financial Statements have been prepared on the basis that it will continue as a going concern for a period extending beyond twelve months from the date the unaudited Consolidated Financial Statements are issued. This assessment includes the expected ability to meet required financial covenants and the continued ability to draw down on the Senior Secured Credit Facilities (see Note 8, Debt and Credit Agreements).

Revision of Previously Issued Financial Statements

During the year ended December 31, 2025, management identified certain errors related to the measurement of certain aspects of the defined benefit pension obligation associated with the U.K. pension plan (the “Plan”) administered by the Company. The errors related to the historic application of certain provisions governing pension benefits in the actuarial estimation of the liabilities for certain acquired pension plans merged into the Plan. The errors were identified by the Company during a review of the Plan in preparation for the potential buy-out of the Plan’s liabilities by an insurance company.

Management evaluated the identified errors in accordance with ASC 250, Accounting Changes and Error Corrections, and applicable SEC guidance, including SAB 99, considering both quantitative and qualitative factors. Management concluded that the errors were not material to the Company’s previously issued consolidated financial statements for any individual period. However, due to the cumulative impact of these errors, the Company revised the prior-period financial statements.

The revisions primarily affected Retirement plan assets and Retained earnings with corresponding impacts to Defined benefit pension income (expense) and Accumulated other comprehensive income (loss). In connection with the revision, the Company also corrected other previously identified immaterial errors. The revision did not impact the Company’s previously reported net cash flows or compliance with debt covenants.

The impact of revising the Condensed Consolidated Statements of Operations for the period presented is as follows:


	Three Months Ended March 31, 2025
(In thousands, except per share amounts)	As Previously Reported		Revision		As Revised
Revenues from continuing operations:
Service revenues	$	476,840	$	(377)	$	476,463

Total revenues	548,284		(377)		547,907

Costs and expenses from continuing operations:

Cost of products sold	51,361		1,017		52,378
Total costs and expenses	517,629		1,017		518,646
Operating income (loss) from continuing operations	30,655		(1,394)		29,261

Defined benefit pension income (expense)	(5,033)		(168)		(5,201)
Income (loss) from continuing operations before income taxes and equity in income	(3,110)		(1,562)		(4,672)
Income tax benefit (expense) from continuing operations	(7,946)		5,945		(2,001)
Net income (loss)	(12,195)		4,383		(7,812)
Net income (loss) attributable to Enviri Corporation	$	(13,396)	$	4,383	$	(9,013)

Amounts attributable to Enviri Corporation common stockholders:
Income (loss) from continuing operations, net of tax	$	(12,229)	$	4,383	$	(7,846)
Net income (loss) attributable to Enviri Corporation common stockholders	$	(13,396)	$	4,383	$	(9,013)

Basic earnings (loss) per share attributable to Enviri Corporation common stockholders: (a)
Continuing operations	$	(0.15)	$	0.05	$	(0.10)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders	$	(0.17)	$	0.05	$	(0.11)

Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders: (a)
Continuing operations	$	(0.15)	$	0.05	$	(0.10)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders	$	(0.17)	$	0.05	$	(0.11)

(a) Earnings (loss) per share attributable to Enviri Corporation common stockholders is calculated based on actual amounts. As a result, these per share amounts may not total due to rounding.

The impact of revising the Condensed Consolidated Statements of Comprehensive Income (Loss) for the period presented is as follows:


	Three Months Ended March 31, 2025
(In thousands, except per share amounts)	As Previously Reported		Revision		As Revised
Net income (loss)	$	(12,195)	$	4,383	$	(7,812)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of deferred taxes	15,723		(622)		15,101
Pension liability adjustment, net of deferred taxes	(4,206)		18		(4,188)
Total other comprehensive income (loss)	8,718		(604)		8,114
Total comprehensive income (loss)	(3,477)		3,779		302
Comprehensive income (loss) attributable to Enviri Corporation	$	(5,045)	$	3,779	$	(1,266)

The impact of revising the Condensed Consolidated Statements of Cash Flows for the period presented is as follows:


	Three Months Ended March 31, 2025
(In thousands, except per share amounts)	As Previously Reported		Revision		As Revised
Cash flows from operating activities:
Net income (loss)	$	(12,195)	$	4,383	$	(7,812)
Deferred income tax (benefit) expense	2,776		(5,599)		(2,823)
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable	(13,501)		377		(13,124)
Inventories	(8,995)		1,017		(7,978)
Retirement plan liabilities, net	4,488		168		4,656
Other assets and liabilities	8,034		(346)		7,688
Net cash (used) provided by operating activities	6,600		—		6,600
Net cash used by investing activities	(18,447)		—		(18,447)
Net cash (used) provided by financing activities	26,127		—		26,127
Effect of exchange rate changes on cash and cash equivalents, including restricted cash	(9)		—		(9)
Net increase (decrease) in cash and cash equivalents, including restricted cash	14,271		—		14,271
Cash and cash equivalents, including restricted cash, at beginning of period	90,158		—		90,158
Cash and cash equivalents, including restricted cash, at end of period	$	104,429	$	—	$	104,429

The impact of revising the Condensed Consolidated Statements of Equity for all periods presented is as follows:


	As Previously Reported
	Enviri Corporation Stockholders’ Equity
	Common Stock				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests
(In thousands, except share amounts)	Issued		Treasury										Total
Balances, December 31, 2024	$	146,844	$	(851,881)	$	255,102	$	1,400,347	$	(538,964)	$	38,151	$	449,599
Net income (loss)	—		—		—		(13,396)		—		1,201		(12,195)
Total other comprehensive income (loss), net of deferred income taxes of $2,487	—		—		—		—		8,351		367		8,718
Vesting of restricted stock units and other stock grants, net 284,643 shares	636		(1,357)		(636)		—		—		—		(1,357)
Vesting of performance share units, net 14,860 shares	35		(122)		(35)		—		—		—		(122)
Amortization of unearned stock-based compensation, net of forfeitures	—		—		4,044		—		—		—		4,044
Balances, March 31, 2025	$	147,515	$	(853,360)	$	258,475	$	1,386,951	$	(530,613)	$	39,719	$	448,687


	Revision
	Enviri Corporation Stockholders’ Equity
	Common Stock				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests
(In thousands, except share amounts)	Issued		Treasury										Total
Balances, December 31, 2024	$	—	$	—	$	—	$	(21,512)	$	1,579	$	—	$	(19,933)
Net income (loss)	—		—		—		4,383		—		—		4,383
Total other comprehensive income (loss)	—		—		—		—		(604)		—		(604)
Vesting of restricted stock units and other stock grants	—		—		—		—		—		—		—
Vesting of performance share units	—		—		—		—		—		—		—
Amortization of unearned stock-based compensation, net of forfeitures	—		—		—		—		—		—		—
Balances, March 31, 2025	$	—	$	—	$	—	$	(17,129)	$	975	$	—	$	(16,154)


	As Revised
	Enviri Corporation Stockholders’ Equity
	Common Stock				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests
(In thousands, except share amounts)	Issued		Treasury										Total
Balances, December 31, 2024	$	146,844	$	(851,881)	$	255,102	$	1,378,835	$	(537,385)	$	38,151	$	429,666
Net income (loss)	—		—		—		(9,013)		—		1,201		(7,812)

Total other comprehensive income (loss), net of deferred income taxes of $2,487	—		—		—		—		7,747		367		8,114
Vesting of restricted stock units and other stock grants, net 284,643 shares	636		(1,357)		(636)		—		—		—		(1,357)
Vesting of performance share units, net 14,860 shares	35		(122)		(35)		—		—		—		(122)
Amortization of unearned stock-based compensation, net of forfeitures	—		—		4,044		—		—		—		4,044
Balances, March 31, 2025	$	147,515	$	(853,360)	$	258,475	$	1,369,822	$	(529,638)	$	39,719	$	432,533

New Enviri

Basis of Presentation [Line Items]

Basis of Presentation

New Enviri has prepared these unaudited Condensed Combined Financial Statements as of May 11, 2026 and in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the SEC. Accordingly, the unaudited Condensed Combined Financial Statements do not include all information and disclosure required by U.S. GAAP for annual financial statements. The December 31, 2025 Condensed Combined Balance Sheets information contained in this Quarterly Report on Form 10-Q was derived from the 2025 audited Combined Financial Statements. These unaudited Condensed Combined Financial Statements should be read in conjunction with the audited combined financial statements, including the notes thereto, included in New Enviri's Information Statement (the "Information Statement"), dated May 8, 2026, attached as Exhibit 99.1 to New Enviri's Current Report on Form 8-K furnished to the SEC on May 11, 2026. In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in these unaudited Condensed Combined Financial Statements. The operations comprising New Enviri are in two segments – HE and Rail, all of which are wholly owned by Enviri. Accordingly, Enviri’s net investment in these operations is shown in lieu of stockholders' equity in the Condensed Combined Financial Statements.

New Enviri comprises certain stand-alone reportable segments for which discrete financial information is available. As Enviri records transactions at the legal entity level, for the shared entities for which discrete financial information was not available, allocation methodologies were applied to certain accounts to allocate amounts to New Enviri as discussed further below.

The Condensed Combined Statements of Operations include all revenues and costs directly attributable to New Enviri as well as an allocation of expenses related to facilities, functions and services provided by our Parent. These corporate expenses have been allocated to New Enviri based on direct usage or benefit, where identifiable, with the remainder allocated based on revenues or headcount. Management of New Enviri and Parent consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, New Enviri. The allocations may not, however, reflect the expense New Enviri would have incurred as a stand-alone company for the periods presented. Actual costs that would have been incurred if New Enviri had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, such as the division of shared services in corporate stewardship, legal, finance, human resources, information systems and marketing, among others. See Note 17, Relationship with Parent and Related Entities. The allocated costs are deemed to be settled by New Enviri to the Parent in the period in which the expense was recorded in the Condensed Combined Statements of Operations. The Condensed Combined Statements of Cash Flows present these corporate expenses as cash flows from operating activities, as these costs were incurred by our Parent. Current and deferred income taxes and related tax expense have been determined based on the stand-alone results of New Enviri by applying Accounting Standards Codification No. 740, Income Taxes (“ASC 740”), to New Enviri’s operations in each country as if it were a separate taxpayer (i.e., following the Separate Return Methodology).

The Condensed Combined Financial Statements include all assets and liabilities that reside in New Enviri legal entities. Assets and liabilities in shared entities were included in the stand-alone financial statements to the extent the asset is primarily used by New Enviri. If New Enviri is not the primary user of the asset or liability, it was excluded entirely from the Condensed Combined Financial Statements. The Parent uses a transaction perimeter approach to cash management and financing its operations. Accordingly, all cash and cash equivalents, related party notes payables, and related interest expense related to New Enviri have been attributed to New Enviri in the Condensed Combined Financial Statements. Any such items which exist in other entities, whether shared or otherwise, are outside of the control of New Enviri and have been excluded from the Condensed Combined Financial Statements.

Our Parent maintains various stock-based compensation plans at a corporate level. New Enviri employees participate in those programs and a portion of the compensation cost associated with those plans is included in New Enviri’s Condensed Combined Statements of Operations. Also, the stock-based compensation expense has been included within Parent company net investment on the Condensed Combined Statements of Changes in Parent Company Net Investment. The amounts presented in the Condensed Combined Financial Statements are not necessarily indicative of future awards and may not reflect the results that New Enviri would have experienced as a separate, stand-alone company. See Note 17, Relationship with Parent and Related Entities.

Our Parent’s third-party debt and the related interest have been recorded to New Enviri for all periods presented, as New Enviri is responsible for these obligations. The debt was incurred specifically for purposes related to New Enviri’s operations and is directly attributable to New Enviri. Furthermore, the legal entities within New Enviri are responsible for guaranteeing and servicing the debt, and are not jointly and severally liable for any of Parent’s other outstanding obligations.

Any transactions which have been included in the Condensed Combined Financial Statements from legal entities which are not exclusively operating as New Enviri are considered to be effectively settled in the Condensed Combined Financial Statements at the time the transaction is recorded between Parent and New Enviri. The total net effect of the settlement of these intercompany transactions is reflected in the Condensed Combined Statements of Cash Flows as a financing activity and in the Condensed Combined Balance Sheets as Parent company net investment. Other transactions between New Enviri and other Parent segments, to the extent such transactions have not been settled in cash as of the period-end date, are reflected in the Condensed Combined Balance Sheets as related party notes payables.

All of the allocations and estimates in the Condensed Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Condensed Combined Financial Statements included herein may not be indicative of the financial position, results of operations, and cash flows of New Enviri in the future or if New Enviri had been a separate, stand-alone publicly traded entity during the periods presented.