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): April 1, 2003
CLEAN HARBORS, INC.
(Exact name of registrant as specified in charter)
| Massachusetts |
0-16379 |
04-2997780 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1501 Washington Street Braintree, Massachusetts |
02184-7535 | |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (781) 849-1800 ext. 4454
Item 9. Regulation FD Disclosure.
On April 1, 2003, Clean Harbors, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the fourth quarter and the year ended December 31, 2002. A copy of that press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference. In accordance with Securities Act Release No. 33-8216 and Exchange Act Release 34-47583, this report on Form 8-K shall be deemed provided under Items 9 and 12 of Form 8-K.
INDEX TO EXHIBITS
| 99.1 Press | release dated April 1, 2003. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLEAN HARBORS, INC. (Registrant) |
||||||
| April 1, 2003 |
/s/ ROGER A. KOENECKE |
|||||
| Senior Vice President and Chief Financial Officer |
||||||
Exhibit 99.1
Press Release
| CLEAN HARBORS ANNOUNCES FOURTH-QUARTER AND YEAR-END 2002 FINANCIAL RESULTS |
Environmental Liabilities from CSD Acquisition Reduced From $266 Million to $203 Million
Braintree, MA – April 1, 2003– Clean Harbors, Inc. (“Clean Harbors”) (Nasdaq: CLHB), the leading provider of hazardous waste and environmental management services throughout North America, today announced financial results for the fourth quarter and year ended December 31, 2002. The fourth quarter is the first full quarter to include results from the Chemical Services Division (CSD) that Clean Harbors acquired from Safety-Kleen in September 2002. The Company also announced that its financial statements now reflect that the previously reported $266 million in environmental liabilities it assumed in the CSD acquisition would be reduced to $203 million. The $63 million reduction consists of $23 million due to changes in estimates based on better current information and $40 million resulting from discounts to arrive at fair value as required under purchase accounting.
The Company reported fourth-quarter revenues of $153.3 million, a 102% increase compared with $75.8 million in same quarter in 2001. Net income for the fourth quarter of 2002 is $4.9 million, or $0.29 per diluted share, which compares with net income of $3.8 million, or $0.27 per diluted share for the same quarter of the prior year. EBITDA for the fourth quarter is $18.3 million compared with EBITDA of $11.7 million in the fourth quarter of 2001, which included the effect of the responses to the anthrax crisis and the World Trade Center event.
For full-year 2002, Clean Harbors reported revenues of $350.1 million, a 39% increase compared with $251.6 million in 2001. In closing the CSD acquisition, the Company recorded a $24.7 million extraordinary item for debt retirement costs. As a result, Clean Harbors reported a net loss for 2002 of $28.2 million and a loss per diluted share of $2.40. Excluding the extraordinary item, Clean Harbors reported a net loss for 2002 of $3.5 million and a loss per diluted share of $0.40. EBITDA for 2002 was $34.6 million, which includes the deduction of a non-cash environmental expense (including the accretion expense), compared with $29.5 million in 2001.
1501 Washington Street “ PO Box 859048 “ Braintree, Massachusetts 02185-9048 “ 800.282.0058 “ www.cleanharbors.com
Press Release
| CLEAN HARBORS ANNOUNCES FOURTH-QUARTER AND YEAR-END 2002 FINANCIAL RESULTS |
Environmental Liabilities from CSD Acquisition Reduced From $266 Million to $203 Million
The Company reports EBITDA results, which are non-GAAP, as a complement to results provided in accordance with accounting principles generally accepted in the United States (GAAP) and believes that such information provides an additional measurement of the Company’s performance. The Company defines “EBITDA” in accordance with its outstanding loan agreements as net income or loss (as determined in accordance with GAAP), excluding interest, taxes, depreciation and amortization, restructuring charge, and certain extraordinary or non-recurring gains or losses. The following reconciliations of net income (loss) before extraordinary item to EBITDA illustrates the difference between the two measures of operating performance for the fourth quarter and year ended December 31, 2002 (in thousands):
| Year |
Fourth Quarter | ||||||
| Income (loss) before extraordinary item |
$ |
(3,533 |
) |
$ |
4,942 | ||
| Depreciation and amortization |
|
15,508 |
|
|
5,764 | ||
| Interest expense, net |
|
12,682 |
|
|
5,202 | ||
| Provision for income taxes |
|
3,787 |
|
|
1,616 | ||
| Restructuring |
|
750 |
|
|
— | ||
| Other acquisition costs |
|
5,406 |
|
|
813 | ||
| EBITDA |
$ |
34,600 |
|
$ |
18,337 | ||
“Our financial results for the fourth quarter were within the updated guidance range that we provided on March 13,” said Alan S. McKim, Chairman and Chief Executive Officer of Clean Harbors. “We believe that the reduction in the environmental liabilities that we assumed in the CSD acquisition is a very positive development for the Company and we remain confident in our ability to successfully manage these acquired environmental liabilities because of our experience in applying alternative treatment protocols to contaminated sites.”
1501 Washington Street “ PO Box 859048 “ Braintree, Massachusetts 02185-9048 “ 800.282.0058 “ www.cleanharbors.com
Press Release
| CLEAN HARBORS ANNOUNCES FOURTH-QUARTER AND YEAR-END 2002 FINANCIAL RESULTS |
Environmental Liabilities from CSD Acquisition Reduced From $266 Million to $203 Million
The Company also announced today that it is filing a notification with the Securities and Exchange Commission (SEC) to extend the filing date for the Company’s Form 10-K, as allowed by SEC Rules, to on or before April 8, 2003. The Company has recently determined that the Series C Preferred Stockholders’ option to convert their preferred shares into the Company’s common stock must be accounted for separately from the fair value of the preferred stock without the conversion feature, and the Company needs more time to properly incorporate this into its Form 10-K. This did not have a material effect on financial results for the fourth quarter or full year 2002.
Financial Guidance
The Company is affirming its previously announced first-quarter 2003 revenue guidance of $140 million to $150 million. Based on Company expectations and current economic conditions, Clean Harbors anticipates its revenue for the full year of 2003 will be in the previously announced range of $670 million to $680 million. The Company remains focused on its previously announced goal of $115 million in EBITDA. The Company will be adopting accounting rule SFAS 143, which requires companies to record liabilities for asset retirement. The Company will not be providing updated EPS guidance for the year until it has determined the full effect of SFAS 143.
Conference Call Information
Clean Harbors will conduct a conference call for investors to discuss the information contained in this news release today, Tuesday, April 1, 2003 at 9:00 a.m. (ET). Investors who want to hear a Webcast of the call should log onto http://www.cleanharbors.comand select “Investor Relations” at least 15 minutes prior to the broadcast. Investors should then follow the instructions provided to assure that the necessary audio applications are downloaded and installed. The call will be available on the investor relations section of http://www.cleanharbors.com for one week.
1501 Washington Street “ PO Box 859048 “ Braintree, Massachusetts 02185-9048 “ 800.282.0058 “ www.cleanharbors.com
Press Release
| CLEAN HARBORS ANNOUNCES FOURTH-QUARTER AND YEAR-END 2002 FINANCIAL RESULTS |
Environmental Liabilities from CSD Acquisition Reduced From $266 Million to $203 Million
About Clean Harbors, Inc.
Clean Harbors, Inc. through its subsidiaries provides a wide range of environmental and waste management services to a diversified customer base including a majority of the Fortune 500 companies, thousands of smaller private entities and numerous governmental agencies. Within its international footprint, Clean Harbors has service and sales offices located in 36 states, six Canadian provinces, Mexico, and Puerto Rico, and operates 52 waste management facilities strategically located throughout North America. For more information, visit our Web site at www.cleanharbors.com.
Safe Harbor Statement
Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements. Information on the potential factors that could affect the Company’s actual results of operations is included in its filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2001, Form 10-Q for the quarter ended September 30, 2002 and on Form 10-K for the fiscal year ended December 31, 2002, which will be filed in April 2003.
| Contacts: |
||
| Roger Koenecke |
Tim Bonang | |
| Senior Vice President and CFO |
Account Executive | |
| Clean Harbors, Inc. |
Sharon Merrill Associates | |
| (781) 849-1800 |
(617) 542-5300 | |
| InvestorRelations@cleanharbors.com |
tbonang@investorrelations.com | |
-more-
1501 Washington Street “ PO Box 859048 “ Braintree, Massachusetts 02185-9048 “ 800.282.0058 “ www.cleanharbors.com
|
|
1501 Washington St. P.O. Box 850327 Braintree, MA 02185-0327 (781) 849-1800 FAX 781-848-1632 |
CLEAN HARBORS, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| Three Months Ended December 31, (unaudited) |
Twelve Months Ended December 31, | ||||||||||||
| 2002 |
2001 |
2002 |
2001_ | ||||||||||
| Revenues |
$ |
153,344 |
$ |
75,824 |
$ |
350,133 |
|
$ |
251,601 | ||||
| Cost of revenues |
|
110,363 |
|
51,112 |
|
253,412 |
|
|
178,085 | ||||
| Selling, general and administrative expenses |
|
24,773 |
|
13,004 |
|
62,250 |
|
|
44,460 | ||||
| Depreciation and amortization |
|
5,764 |
|
2,771 |
|
15,508 |
|
|
11,113 | ||||
| Restructuring |
|
— |
|
— |
|
750 |
|
|
— | ||||
| Other acquisition costs |
|
813 |
|
— |
|
5,406 |
|
|
— | ||||
| Income from operations |
|
11,631 |
|
8,937 |
|
12,807 |
|
|
17,943 | ||||
| Other income |
|
129 |
|
— |
|
129 |
|
|
— | ||||
| Interest expense, net |
|
5,202 |
|
2,848 |
|
12,682 |
|
|
9,991 | ||||
| Income before provision for income taxes and extraordinary loss |
|
6,558 |
|
6,089 |
|
254 |
|
|
7,952 | ||||
| Provision for income taxes |
|
1,616 |
|
2,310 |
|
3,787 |
|
|
2,412 | ||||
| Income (loss) before extraordinary loss |
|
4,942 |
|
3,779 |
|
(3,533 |
) |
|
5,540 | ||||
| Extraordinary loss, early extinguishment of debt |
|
— |
|
— |
|
24,658 |
|
|
— | ||||
| Net income (loss) |
|
4,942 |
|
3,779 |
|
(28,191 |
) |
|
5,540 | ||||
| Dividends and accretion on preferred stock |
|
868 |
|
112 |
|
1,292 |
|
|
448 | ||||
| Net income attributable to common shareholders |
$ |
4,074 |
$ |
3,667 |
$ |
(29,483 |
) |
$ |
5,092 | ||||
| Diluted earnings per share |
|||||||||||||
| Income (loss) before extraordinary loss |
$ |
0.29 |
$ |
0.27 |
$ |
(0.40 |
) |
$ |
0.40 | ||||
| Extraordinary loss, early extinguishment of debt |
|
— |
|
— |
|
(2.02 |
) |
|
— | ||||
| Net income (loss) attributable to common shareholders |
$ |
0.29 |
$ |
0.27 |
$ |
(2.40 |
) |
$ |
0.40 | ||||
| Weighted average common shares outstanding plus potentially dilutive common shares |
|
16,913 |
|
13,421 |
|
12,189 |
|
|
12,676 | ||||
“People and Technology Protecting and Restoring America’s Environment”
|
|
1501 Washington St. P.O. Box 850327 Braintree, MA 02185-0327 (781) 849-1800 FAX 781-848-1632 |
CLEAN HARBORS, INC. AND SUBSIDIARIES
SUMMARIZED CONSOLIDATED BALANCE SHEET
(in thousands)
| December 31, 2002 |
December 31, 2001 | |||||
| Current assets |
$ |
190,622 |
$ |
63,849 | ||
| Net property, plant and equipment |
|
181,674 |
|
53,424 | ||
| Other assets |
|
187,394 |
|
39,685 | ||
| Total assets |
$ |
559,690 |
$ |
156,958 | ||
| Current liabilities |
$ |
165,723 |
$ |
53,320 | ||
| Other liabilities |
|
358,642 |
|
54,069 | ||
| Redeemable preferred stock |
|
13,543 |
|
— | ||
| Stockholders’ equity |
|
21,782 |
|
49,569 | ||
| Total liabilities, redeemable preferred stock and stockholders’ equity |
$ |
559,690 |
$ |
156,958 | ||
“People and Technology Protecting and Restoring America’s Environment”