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): August 7, 2013
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)
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Massachusetts |
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001-34223 |
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04-2997780 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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42 Longwater Drive, Norwell, |
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02061-9149 |
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(Address of principal executive offices) |
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(Zip Code) |
(781) 792-5000
(Registrant’s telephone number, including area code)
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On August 7, 2013, Clean Harbors, Inc. (“the Company”) issued a press release announcing the Company’s results of operations for the second quarter and six months ended June 30, 2013. A copy of that press release is furnished with this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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99.1 |
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Press Release dated August 7, 2013 |
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.
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Clean Harbors, Inc. |
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(Registrant) |
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August 7, 2013 |
/s/ James M. Rutledge |
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Vice Chairman, President and Chief Financial Officer |
Exhibit 99.1
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
· Flood Conditions in Canada and Multiple Headwinds Result in Lower-Than-Expected Revenue of $860.5 Million, EPS of $0.38 and Adjusted EBITDA of $123.6 Million
· Weakness in Oil & Gas and Oil Re-refining Expected to Continue Near-term
· Safety-Kleen Integration Remains on Track
· Company Reduces 2013 Revenue and Adjusted EBITDA Guidance
Norwell, Mass. — August 7, 2013 — Clean Harbors, Inc. (“Clean Harbors”) (NYSE: CLH), the leading provider of environmental, energy and industrial services throughout North America, today announced financial results for the second quarter ended June 30, 2013.
Results for 2013 reflect the December 2012 acquisition of Safety-Kleen. Revenues for the second quarter of 2013 increased 64% to $860.5 million, compared with $523.1 million in the same period in 2012. Income from operations in the second quarter of 2013 increased 12% to $53.2 million from $47.5 million in the same period of 2012, which includes a 75% increase in depreciation and amortization expense.
Second-quarter 2013 net income was $22.9 million, or $0.38 per diluted share, compared with $23.4 million, or $0.44 per diluted share, in the second quarter of 2012. The Company’s second-quarter 2013 net income includes approximately $6.8 million in pre-tax integration and severance costs. The effective tax rate in the second quarter of 2013 was 35.1%, compared with 35.8% in the same period of last year.
Adjusted EBITDA (see description below) in the second quarter of 2013 increased 39% to $123.6 million, compared with $88.7 million in the same period of 2012. Second-quarter 2013 Adjusted EBITDA includes the $6.8 million in pre-tax integration and severance costs.
Comments on the Second Quarter
“We delivered disappointing results for the second quarter as we experienced challenging conditions and weakness within our Oil Re-refining and Recycling segment and Oil and Gas Field Services segment,” said Alan S. McKim, Chairman and Chief Executive Officer. “Our second-quarter performance reflects a combination of factors that limited our revenue and Adjusted EBITDA including historic flooding in Western Canada, a lower percentage of blended lubricant sales within our re-refinery business, an unplanned three-week shutdown at our largest incinerator and delays in some customer plant turnarounds.”
“The flooding in Canada affected both our Industrial and Field Services segment and Oil and Gas Field Services segment with activity limited at certain customer sites and a slowdown in near-term Western Canadian drilling activity. Within our Oil Re-refining and Recycling segment, we sold a lower percentage of blended products, which reduced the segment’s Adjusted EBITDA contribution,” McKim said. “The highlight of the quarter was our Technical Services segment, which continued to demonstrate the benefits of
42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
our Safety-Kleen acquisition. Our incineration facilities achieved utilization for the quarter of 92.3% — despite the lengthy shutdown at our Deer Park facility — and landfill volumes increased 17% as a result of large-scale project work.”
“The Safety-Kleen integration proceeded largely on schedule in the second quarter,” McKim said. “We remain confident that we can achieve our targeted range for cost synergies in 2013 of $70 million to $75 million, which would keep us on track to realize $100 million of annualized cost synergies in 2014.”
Business Outlook and Financial Guidance
“We continue to anticipate a stronger second half of 2013,” McKim said. “We are confident that our disposal facilities will continue to run at high levels of utilization as we enter the strongest operating season for Technical Services. We expect SK Environmental Services to extend its recent growth into the second half of the year. Within Oil Re-refining and Recycling, we are working to revive our growth in blended volumes while continuing to reduce our input costs going forward. Trends within our Industrial and Field Services segment are also positive with a strong pipeline of available projects, conditions normalizing in Canada, and our Ruth Lake lodge coming online later this month. In Western Canada, drilling activity is now increasing, and our Oil and Gas Field Services segment is achieving success in expanding its presence in U.S. shale plays.”
“Despite these positive trends, our expected second-half results will not be enough to enable us to achieve our full-year revenue and Adjusted EBITDA targets. As a result, we are lowering our 2013 guidance to reflect our second-quarter results and the delays that we experienced in several areas due to weather and certain market conditions. On the margin side, we have taken a significant amount of costs out of our combined organization and are continuing our efforts to better leverage Safety-Kleen. Overall, we believe our Company will deliver a solid finish to the year and will be well-positioned for success entering 2014,” McKim concluded.
Based on its second-quarter performance and current market conditions, Clean Harbors is lowering its previously announced 2013 annual revenue and Adjusted EBITDA guidance. The Company currently expects 2013 revenues in the range of $3.50 billion to $3.55 billion, compared with its previous revenue guidance of $3.62 billion to $3.67 billion. In addition, the Company currently expects Adjusted EBITDA in the range of $535 million to $545 million, compared with its previous guidance of $605 million to $620 million. A reconciliation of the Company’s Adjusted EBITDA guidance to net income guidance is included below.
42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
Non-GAAP Results
Clean Harbors reports Adjusted EBITDA results, which is a non-GAAP financial measure, as a complement to results provided in accordance with accounting principles generally accepted in the United States (GAAP). The Company believes that Adjusted EBITDA provides additional useful information to investors since the Company’s loan covenants are based upon levels of Adjusted EBITDA achieved. The Company defines Adjusted EBITDA in accordance with its existing credit agreement, as described in the following reconciliation showing the differences between reported net income and Adjusted EBITDA for the second quarter and first six months of 2013 and 2012 (in thousands):
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For the Three Months Ended: |
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For the Six Months Ended: |
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June 30, 2013 |
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June 30, 2012 |
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June 30, 2013 |
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June 30, 2012 |
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Net income |
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$ |
22,902 |
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$ |
23,426 |
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$ |
33,404 |
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$ |
55,441 |
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Accretion of environmental liabilities |
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2,879 |
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2,505 |
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5,714 |
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4,921 |
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Depreciation and amortization |
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67,468 |
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38,663 |
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127,474 |
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75,494 |
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Other (income) expense |
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(1,655 |
) |
75 |
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(2,180 |
) |
374 |
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Interest expense, net |
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19,585 |
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10,968 |
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39,458 |
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22,240 |
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Pre-tax, non-cash acquisition accounting adjustments |
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— |
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— |
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13,559 |
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— |
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Provision for income taxes |
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12,411 |
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13,064 |
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17,389 |
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31,179 |
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Adjusted EBITDA |
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$ |
123,590 |
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$ |
88,701 |
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$ |
234,818 |
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$ |
189,649 |
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Adjusted EBITDA Guidance Reconciliation
An itemized reconciliation between projected net income and projected Adjusted EBITDA is as follows:
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For the Year Ending December 31, 2013 |
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Amount |
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Margin % (1) |
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(In millions) |
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Projected GAAP net income |
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$ |
105 |
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to |
$ |
121 |
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3.0% |
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to |
3.4% |
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Adjustments: |
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Pre-tax, non-cash acquisition accounting adjustments |
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14 |
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to |
14 |
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0.4% |
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to |
0.4% |
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Accretion of environmental liabilities |
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13 |
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to |
11 |
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0.4% |
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to |
0.3% |
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Depreciation and amortization |
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265 |
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to |
255 |
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7.5% |
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to |
7.2% |
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Interest expense, net |
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79 |
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to |
78 |
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2.3% |
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to |
2.2% |
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Provision for income taxes |
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59 |
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to |
66 |
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1.7% |
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to |
1.9% |
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Projected Adjusted EBITDA |
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$ |
535 |
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to |
$ |
545 |
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15.3% |
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to |
15.4% |
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Revenues (In millions) |
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$ |
3,500 |
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to |
$ |
3,550 |
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42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
(1) The Margin % indicates the percentage that the line-item represents to total revenues for the respective reporting period, calculated by dividing the dollar amount for the line-item by total revenues for the reporting period.
Conference Call Information
Clean Harbors will conduct a conference call for investors today at 9:00 a.m. (ET) to discuss the information contained in this press release. On the call, management will discuss Clean Harbors’ financial results, business outlook and growth strategy.
Investors who wish to listen to the webcast should visit the Investor Relations section of the Company’s website at www.cleanharbors.com. The live call also can be accessed by dialing 201.689.8881 or 877.709.8155 prior to the start of the call. If you are unable to listen to the live call, the webcast will be archived on the Company’s website.
About Clean Harbors
Clean Harbors (NYSE: CLH) is the leading provider of environmental, energy and industrial services throughout North America. The Company serves a diverse customer base, including a majority of the Fortune 500 companies, thousands of smaller private entities and numerous federal, state, provincial and local governmental agencies. Through its Safety-Kleen subsidiary, Clean Harbors also is a premier provider of used oil recycling and re-refining, parts washers and environmental services for the small quantity generator market.
Headquartered in Massachusetts, Clean Harbors has waste disposal facilities and service locations throughout the United States and Canada, as well as Mexico and Puerto Rico. For more information, visit 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. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. Such statements may include, but are not limited to, statements about future financial and operating results, the expected Safety-Kleen synergies and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of this date only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation, those items identified as “risk factors” in Clean Harbors’ most recently filed Form 10-K and Form 10-Q. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements. Clean Harbors undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its filings with the
42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
Securities and Exchange Commission, which may be viewed in the “Investors” section of Clean Harbors’ website at www.cleanharbors.com.
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Contacts: |
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James M. Rutledge |
Jim Buckley |
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Vice Chairman, President and CFO |
SVP Investor Relations and Corporate Communications |
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Clean Harbors, Inc. |
Clean Harbors, Inc. |
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781.792.5100 |
781.792.5100 |
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InvestorRelations@cleanharbors.com |
Buckley.James@cleanharbors.com |
42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share amounts)
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For the Three Months Ended: |
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For the Six Months Ended: |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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2013 |
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2012 |
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2013 |
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2012 |
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Revenues |
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$ |
860,528 |
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$ |
523,118 |
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$ |
1,722,691 |
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$ |
1,095,140 |
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Cost of revenues (exclusive of items shown separately below) |
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614,326 |
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367,623 |
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1,250,350 |
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767,938 |
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Selling, general and administrative expenses |
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122,612 |
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66,794 |
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251,082 |
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137,553 |
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Accretion of environmental liabilities |
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2,879 |
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2,505 |
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5,714 |
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4,921 |
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Depreciation and amortization |
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67,468 |
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38,663 |
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127,474 |
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75,494 |
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Income from operations |
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53,243 |
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47,533 |
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88,071 |
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109,234 |
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Other income (expense) |
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1,655 |
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(75 |
) |
2,180 |
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(374 |
) | ||||
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Interest (expense), net |
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(19,585 |
) |
(10,968 |
) |
(39,458 |
) |
(22,240 |
) | ||||
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Income before provision for income taxes |
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35,313 |
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36,490 |
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50,793 |
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86,620 |
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Provision for income taxes |
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12,411 |
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13,064 |
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17,389 |
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31,179 |
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Net income |
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$ |
22,902 |
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$ |
23,426 |
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$ |
33,404 |
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$ |
55,441 |
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Earnings per share: |
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|
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Basic |
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$ |
0.38 |
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$ |
0.44 |
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$ |
0.55 |
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$ |
1.04 |
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Diluted |
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$ |
0.38 |
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$ |
0.44 |
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$ |
0.55 |
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$ |
1.04 |
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Weighted average common shares outstanding |
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60,550 |
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53,308 |
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60,507 |
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53,268 |
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Weighted average common shares outstanding plus potentially dilutive common shares |
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60,687 |
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53,505 |
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60,658 |
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53,497 |
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42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(in thousands)
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|
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June 30, |
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December 31, |
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Current assets: |
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Cash and cash equivalents |
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$ |
263,478 |
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$ |
229,836 |
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Marketable securities |
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10,339 |
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11,778 |
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Accounts receivable, net |
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549,909 |
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541,423 |
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Unbilled accounts receivable |
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34,277 |
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27,072 |
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Deferred costs |
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17,255 |
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6,888 |
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Prepaid expenses and other current assets |
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53,471 |
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75,778 |
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Inventories and supplies |
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155,538 |
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171,441 |
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Deferred tax assets |
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20,924 |
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22,577 |
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Total current assets |
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1,105,191 |
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1,086,793 |
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Property, plant and equipment, net |
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1,554,972 |
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1,531,763 |
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Other assets: |
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Long-term investments |
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4,352 |
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4,354 |
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Deferred financing costs |
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22,410 |
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21,657 |
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Goodwill |
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575,275 |
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593,771 |
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Permits and other intangibles, net |
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555,422 |
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572,817 |
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Other |
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14,491 |
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14,651 |
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Total other assets |
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1,171,950 |
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1,207,250 |
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Total assets |
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$ |
3,832,113 |
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$ |
3,825,806 |
|
42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
(in thousands)
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|
|
June 30, |
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December 31, |
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Current liabilities: |
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|
|
|
| ||
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Current portion of capital lease obligations |
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$ |
2,923 |
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$ |
5,092 |
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Accounts payable |
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273,058 |
|
256,468 |
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Deferred revenue |
|
63,374 |
|
50,942 |
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Accrued expenses |
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242,362 |
|
232,429 |
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Current portion of closure, post-closure and remedial liabilities |
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22,470 |
|
24,121 |
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Total current liabilities |
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604,187 |
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569,052 |
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Other liabilities: |
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|
|
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Closure and post-closure liabilities, less current portion |
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40,896 |
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45,457 |
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Remedial liabilities, less current portion |
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154,983 |
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151,890 |
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Long-term obligations |
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1,400,000 |
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1,400,000 |
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Capital lease obligations, less current portion |
|
2,140 |
|
2,879 |
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Deferred taxes, unrecognized tax benefits and other long-term liabilities |
|
215,187 |
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224,456 |
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Total other liabilities |
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1,813,206 |
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1,824,682 |
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Total stockholders’ equity, net |
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1,414,720 |
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1,432,072 |
| ||
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Total liabilities and stockholders’ equity |
|
$ |
3,832,113 |
|
$ |
3,825,806 |
|
42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
Supplemental Segment Data (in thousands)
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|
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For the Three Months Ended: |
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|
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June 30, 2013 |
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June 30, 2012 |
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Revenue |
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Third Party |
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Intersegment |
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Direct |
|
Third Party |
|
Intersegment |
|
Direct |
| ||||||
|
Technical Services |
|
$ |
256,262 |
|
$ |
27,128 |
|
$ |
283,390 |
|
$ |
243,321 |
|
$ |
8,865 |
|
$ |
252,186 |
|
|
Oil Re-refining and Recycling |
|
139,695 |
|
(64,574 |
) |
75,121 |
|
— |
|
— |
|
— |
| ||||||
|
SK Environmental Services |
|
149,835 |
|
48,520 |
|
198,355 |
|
— |
|
— |
|
— |
| ||||||
|
Industrial and Field Services |
|
244,495 |
|
(11,665 |
) |
232,830 |
|
202,618 |
|
(11,212 |
) |
191,406 |
| ||||||
|
Oil and Gas Field Services |
|
69,860 |
|
1,854 |
|
71,714 |
|
76,849 |
|
2,869 |
|
79,718 |
| ||||||
|
Corporate Items |
|
381 |
|
(1,263 |
) |
(882 |
) |
330 |
|
(522 |
) |
(192 |
) | ||||||
|
Total |
|
$ |
860,528 |
|
$ |
— |
|
$ |
860,528 |
|
$ |
523,118 |
|
$ |
— |
|
$ |
523,118 |
|
|
|
|
For the Six Months Ended: |
| ||||||||||||||||
|
|
|
June 30, 2013 |
|
June 30, 2012 |
| ||||||||||||||
|
Revenue |
|
Third Party |
|
Intersegment |
|
Direct |
|
Third Party |
|
Intersegment |
|
Direct |
| ||||||
|
Technical Services |
|
$ |
490,201 |
|
$ |
52,399 |
|
$ |
542,600 |
|
$ |
464,958 |
|
$ |
18,424 |
|
$ |
483,382 |
|
|
Oil Re-refining and Recycling |
|
286,626 |
|
(121,135 |
) |
165,491 |
|
— |
|
— |
|
— |
| ||||||
|
SK Environmental Services |
|
302,790 |
|
90,009 |
|
392,799 |
|
— |
|
— |
|
— |
| ||||||
|
Industrial and Field Services |
|
465,913 |
|
(24,883 |
) |
441,030 |
|
405,397 |
|
(22,421 |
) |
382,976 |
| ||||||
|
Oil and Gas Field Services |
|
186,556 |
|
5,796 |
|
192,352 |
|
223,754 |
|
4,792 |
|
228,546 |
| ||||||
|
Corporate Items (1) |
|
(9,395 |
) |
(2,186 |
) |
(11,581 |
) |
1,031 |
|
(795 |
) |
236 |
| ||||||
|
Total |
|
$ |
1,722,691 |
|
$ |
— |
|
$ |
1,722,691 |
|
$ |
1,095,140 |
|
$ |
— |
|
$ |
1,095,140 |
|
(1) Corporate Items revenue for the six months ended June 30, 2013 includes one-time, non-cash reductions of approximately $10.2 million due to the impact of fair value acquisition accounting adjustments on Safety-Kleen’s historical deferred revenue at December 31, 2012. Revenue for the five reportable segments for the six months ended June 30, 2013 excludes such adjustments to maintain comparability with future operating results and reflect how the Company manages the business.
42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com
Press Release
Clean Harbors Reports Second-Quarter 2013 Financial Results
Non-GAAP Segment Results
Clean Harbors reports Adjusted EBITDA results, which is a non-GAAP financial measure, as a complement to results provided in accordance with accounting principles generally accepted in the United States (GAAP) and believes that such information provides additional useful information to investors since the Company’s loan covenants are based upon levels of Adjusted EBITDA achieved. The Company defines Adjusted EBITDA in accordance with its existing credit agreement. See “Non-GAAP Results” for a reconciliation of the Company’s total Adjusted EBITDA to GAAP net income.
|
|
|
For the Three Months Ended: |
|
For the Six Months Ended: |
| ||||||||
|
Adjusted EBITDA |
|
June 30, 2013 |
|
June 30, 2012 |
|
June 30, 2013 |
|
June 30, 2012 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Technical Services |
|
$ |
69,390 |
|
$ |
68,521 |
|
$ |
129,435 |
|
$ |
120,432 |
|
|
Oil Re-refining and Recycling |
|
12,657 |
|
— |
|
27,969 |
|
— |
| ||||
|
SK Environmental Services |
|
34,171 |
|
— |
|
61,211 |
|
— |
| ||||
|
Industrial and Field Services |
|
54,196 |
|
40,558 |
|
90,542 |
|
74,636 |
| ||||
|
Oil and Gas Field Services |
|
3,967 |
|
7,971 |
|
31,518 |
|
48,167 |
| ||||
|
Corporate Items |
|
(50,791 |
) |
(28,349 |
) |
(105,857 |
) |
(53,586 |
) | ||||
|
Total |
|
$ |
123,590 |
|
$ |
88,701 |
|
$ |
234,818 |
|
$ |
189,649 |
|
42 Longwater Drive · P.O. Box 9149 · Norwell, Massachusetts 02061-9149 · 781.792.5000 · www.cleanharbors.com