clh-20210505
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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 5, 2021
 
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)
 
Massachusetts
001-34223
04-2997780
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
42 Longwater DriveNorwellMA02061-9149
(Address of Principal Executive Offices)(Zip Code)

 Registrant’s telephone number, including area code (781) 792-5000
 
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:
 
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))

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.
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
CLH
New York Stock Exchange



Item 2.02 Results of Operations and Financial Condition

On May 5, 2021, Clean Harbors, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the first quarter ended March 31, 2021. A copy of that press release is furnished with this report as Exhibit 99.1.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith:

Exhibit No.Description
99.1
104The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language)
1


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)
  
  
May 5, 2021/s/ Michael L. Battles
 Executive Vice President and Chief Financial Officer







2
Document
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Press Release    

Clean Harbors Announces First-Quarter 2021 Financial Results

Reports Q1 Revenues of $808.1 Million
Achieves Q1 Net Income of $21.7 Million, or EPS of $0.39, with Adjusted EPS of $0.42
Increases Q1 Adjusted EBITDA to $129.5 Million
Improves Adjusted EBITDA Margin by 130 Basis Points to 16.0%
Creates Safety-Kleen Sustainability Solutions Segment
Raises 2021 Adjusted EBITDA and Adjusted Free Cash Flow Guidance

NORWELL, Mass. – May 5, 2021 – Clean Harbors, Inc. (“Clean Harbors”) (NYSE: CLH), the leading provider of environmental and industrial services throughout North America, today announced financial results for the first quarter ended March 31, 2021.

“We opened 2021 with a better-than-expected first-quarter performance,” said Alan S. McKim, Chairman, President and Chief Executive Officer. “We delivered Adjusted EBITDA that exceeded our guidance driven by a combination of greater volumes of high-value waste streams in our disposal network and a rising pricing environment for base oil. These factors, combined with ongoing cost controls and productivity initiatives, contributed to a 130 basis-point improvement in our Adjusted EBITDA margin. Overall, we experienced favorable trends across many of our key industry verticals, supported by the improving macroeconomic environment.”

First-Quarter 2021 Results
Revenues decreased 6% to $808.1 million from $858.6 million in the same period of 2020. Income from operations grew 12% to $50.9 million from $45.5 million.

Net income was $21.7 million, or $0.39 per diluted share. This compares with net income of $11.6 million, or $0.21 per diluted share, for the same period in 2020. Adjusted for certain items in both periods, adjusted net income was $23.4 million, or $0.42 per diluted share, for the first quarter of 2021, compared with adjusted net income of $15.6 million, or $0.28 per diluted share, in the same period of 2020. (See reconciliation table below)

Adjusted EBITDA (see description below) increased 3% to $129.5 million from $125.9 million in the same period of 2020.


Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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New Safety-Kleen Sustainability Solutions Segment
Effective January 2021, the Company reorganized its Safety-Kleen business with a goal of better positioning Safety-Kleen’s sustainable lubricant and bulk product offerings for growth in the marketplace. The newly formed Safety-Kleen Sustainability Solutions (SKSS) segment consists of collection services for waste oil, used oil filters, antifreeze and related items, which will all be more tightly managed under a standalone organization. SKSS encompasses both sides of the spread the Company manages in its re-refinery business, and this change will drive additional growth in its sustainable lubricant products and related services.

In conjunction with the formation of this new segment, the Company completed the consolidation of the Safety-Kleen branches’ core offerings into its legacy Clean Harbors Environmental Services sales and service operations. Clean Harbors expects this change to foster enhanced cross-selling opportunities and enable greater overall market penetration of small quantity generators of hazardous waste. In addition, the Company anticipates productivity gains, cost savings and stronger management through this consolidation.

Q1 2021 Review
“Within our Environmental Services segment, as expected, revenues were down from prior year due to the lingering impacts of the pandemic on project work and certain service lines, compounded by the deep freeze that hit the Gulf region in late February,” McKim said. “That adverse weather resulted in incineration utilization in our network of 80% as both our Texas and Arkansas sites had unplanned shutdowns in the first quarter. However, the volume of high-value waste streams from customers continued to grow considerably resulting in an 8% increase in average price per pound. Many of our service businesses that were negatively impacted by the pandemic a year ago, including the Safety-Kleen branches, saw a steady climb in activity during the quarter as the U.S. economy continues to slowly re-open. For example, our number of parts washer services grew 6% sequentially from the fourth quarter of 2020.

“Our newly formed SKSS segment reported flat revenue compared with the prior year as increased base oil pricing, along with higher charge-for-oil (CFO) rates offset lower volumes sold and waste oil collected,” McKim continued. “Profitability and margins in the segment rose due to favorable market conditions that enabled us to widen our re-refining spread. Adjusted EBITDA in the segment grew 31% from a year ago with a 480 basis-point improvement in margin. Waste oil collection declined 14% to 47 million gallons in the quarter. The formation of SKSS reflects the greater emphasis we want to place on our green offerings within Safety-Kleen, including our high-quality recycled lubricants. We expect customer demand for these types of environmentally friendly solutions to grow in the years ahead. This new organizational structure also will enable us to collect more waste oil, optimize the supply to our re-refineries and grow sales of our sustainable SK products and services.”




Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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Business Outlook and Financial Guidance
“We begin the second quarter with positive momentum across multiple markets and we remain excited about our prospects for 2021,” McKim concluded. “We see a promising economic environment as North America reopens from the pandemic. We expect markets we serve that have been held back over the past year to see a meaningful recovery in the quarters ahead, complementing our lines of business that have already experienced growth. We have a favorable outlook in both of our segments for the remainder of the year, which should enable us to deliver profitable growth in 2021 and generate healthy adjusted free cash flow to support our capital allocation strategy.”
Based on its first-quarter financial performance and current market conditions, Clean Harbors is raising its full-year 2021 guidance. The Company currently expects:
Adjusted EBITDA in the range of $560 million to $600 million, based on anticipated GAAP net income in the range of $116 million to $157 million.
Adjusted free cash flow in the range of $230 million to $270 million, based on anticipated net cash from operating activities in the range of $415 million to $475 million.
For the second quarter of 2021, Clean Harbors expects Adjusted EBITDA to increase 15 to 20% from the prior-year period when the COVID-19 pandemic forced shutdowns across North America, which lowered demand for certain of the Company’s lines of business.

Non-GAAP Results
Clean Harbors reports Adjusted EBITDA, which is a non-GAAP financial measure and should not be considered an alternative to net income or other measurements under generally accepted accounting principles (GAAP), but viewed only as a supplement to those measurements. Adjusted EBITDA is not calculated identically by all companies, and therefore the Company’s measurement of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Clean Harbors believes that Adjusted EBITDA provides additional useful information to investors since the Company’s loan covenants are based upon levels of Adjusted EBITDA achieved and management routinely evaluates the performance of its businesses based upon levels of Adjusted EBITDA. The Company defines Adjusted EBITDA in accordance with its existing revolving credit agreement, as described in the following reconciliation showing the differences between reported net income and Adjusted EBITDA for the three months ended March 31, 2021 and 2020 (in thousands):






Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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For the Three Months Ended:
March 31, 2021March 31, 2020
Net income$21,736 $11,572 
Accretion of environmental liabilities2,953 2,561 
Stock-based compensation3,480 3,291 
Depreciation and amortization72,163 74,533 
Other expense, net1,228 2,365 
Loss on sale of businesses— 3,074 
Interest expense, net of interest income17,918 18,787 
Provision for income taxes9,973 9,698 
Adjusted EBITDA$129,451 $125,881 
Adjusted EBITDA Margin16.0 %14.7 %

This press release includes a discussion of net income and earnings per share adjusted for the loss on sale of businesses and the impacts of tax-related valuation allowances as identified in the reconciliations provided below. The Company believes that discussion of these additional non-GAAP measures provides investors with meaningful comparisons of current results to prior periods’ results by excluding items that the Company does not believe reflect its fundamental business performance. The following shows the difference between net income and adjusted net income, and the difference between earnings per share and adjusted earnings per share, for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts):
For the Three Months Ended:
March 31, 2021March 31, 2020
Adjusted net income
Net income$21,736 $11,572 
Loss on sale of businesses— 3,074 
Tax-related valuation allowances1,648 931 
Adjusted net income$23,384 $15,577 
Adjusted earnings per share
Earnings per share$0.39 $0.21 
Loss on sale of businesses— 0.05 
Tax-related valuation allowances0.03 0.02 
Adjusted earnings per share
$0.42 $0.28 


Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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Adjusted Free Cash Flow Reconciliation
Clean Harbors reports adjusted free cash flow, which it considers to be a measurement of liquidity that provides useful information to investors about its ability to generate cash. The Company defines adjusted free cash flow as net cash from operating activities excluding cash impacts of items derived from non-operating activities, less additions to property, plant and equipment plus proceeds from sale and disposal of fixed assets. The Company excludes cash impacts of items derived from non-operating activities such as taxes paid in connection with divestitures and in 2020 have also excluded cash paid in connection with the purchase of its corporate headquarters and certain capital improvements to the site as these expenditures are considered one-time in nature. Adjusted free cash flow should not be considered an alternative to net cash from operating activities or other measurements under GAAP. Adjusted free cash flow is not calculated identically by all companies, and therefore the Company’s measurement of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.

An itemized reconciliation between net cash from operating activities and adjusted free cash flow is as follows for the three months ended March 31, 2021 and 2020 (in thousands):
For the Three Months Ended:
March 31, 2021March 31, 2020
Adjusted free cash flow
Net cash from operating activities$103,000 $33,681 
Additions to property, plant and equipment(41,913)(82,767)
Purchase and capital improvements of corporate headquarters— 20,735 
Proceeds from sale and disposal of fixed assets1,204 2,150 
Adjusted free cash flow$62,291 $(26,201)

Adjusted EBITDA Guidance Reconciliation
An itemized reconciliation between projected net income and projected Adjusted EBITDA is as follows (in millions):

For the Year Ending
December 31, 2021
Projected GAAP net income$116to$157
Adjustments:
Accretion of environmental liabilities12to11
Stock-based compensation16to18
Depreciation and amortization290to280
Interest expense, net73to72
Provision for income taxes53to62
Projected Adjusted EBITDA$560to$600
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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Adjusted Free Cash Flow Guidance Reconciliation
An itemized reconciliation between projected net cash from operating activities and projected adjusted free cash flow is as follows (in millions):
For the Year Ending
December 31, 2021
Projected net cash from operating activities$415to$475
Additions to property, plant and equipment(195)to(215)
Proceeds from sale and disposal of fixed assets10to10
Projected adjusted free cash flow$230to$270
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. During the call, management will discuss Clean Harbors’ financial results, business outlook and growth strategy. Investors who wish to listen to the webcast and view the accompanying slides 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 time. If you are unable to listen to the live conference call, the webcast will be archived on the Company’s website.
About Clean Harbors
Clean Harbors (NYSE: CLH) is North America’s leading provider of environmental and industrial services. The Company serves a diverse customer base, including a majority of Fortune 500 companies. Its customer base spans a number of industries, including chemical, energy and manufacturing, as well as numerous government agencies. These customers rely on Clean Harbors to deliver a broad range of services such as end-to-end hazardous waste management, emergency spill response, industrial cleaning and maintenance, and recycling services. Through its Safety-Kleen subsidiary, Clean Harbors also is North America’s largest re-refiner and recycler of used oil and a leading provider of parts washers and environmental services to commercial, industrial and automotive customers. Founded in 1980 and based in Massachusetts, Clean Harbors operates in the United States, Canada, Mexico, Puerto Rico and India. For more information, visit www.cleanharbors.com.

Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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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,” “seeks,” “should,” “estimates,” “projects,” “may,” “likely,” or similar expressions. Such statements may include, but are not limited to, statements about future financial and operating results, 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, the risks and uncertainties surrounding COVID-19 and the related impact on the Company’s business, and those items identified as “Risk Factors” in Clean Harbors’ most recently filed Form 10-K and Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. 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 Securities and Exchange Commission, which may be viewed in the “Investors” section of Clean Harbors’ website at www.cleanharbors.com.
Contacts:
Michael L. Battles    Jim Buckley
EVP and Chief Financial Officer    SVP Investor Relations
Clean Harbors, Inc.    Clean Harbors, Inc.
781.792.5100    781.792.5100
InvestorRelations@cleanharbors.com    Buckley.James@cleanharbors.com
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

 For the Three Months Ended:
March 31, 2021March 31, 2020
Revenues$808,148 $858,563 
Cost of revenues (exclusive of items shown separately below)560,536 606,666 
Selling, general and administrative expenses121,641 129,307 
Accretion of environmental liabilities2,953 2,561 
Depreciation and amortization72,163 74,533 
Income from operations50,855 45,496 
Other (expense) income, net(1,228)(2,365)
Loss on sale of businesses— (3,074)
Interest expense, net(17,918)(18,787)
Income before provision for income taxes31,709 21,270 
Provision for income taxes9,973 9,698 
Net income$21,736 $11,572 
Earnings per share:  
Basic$0.40 $0.21 
Diluted$0.39 $0.21 
 
Shares used to compute earnings per share — Basic54,72355,757
Shares used to compute earnings per share — Diluted55,04356,055


Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, 2021December 31, 2020
Current assets:  
Cash and cash equivalents$496,383 $519,101 
Short-term marketable securities74,320 51,857 
Accounts receivable, net620,184 611,534 
Unbilled accounts receivable55,239 55,681 
Inventories and supplies219,499 220,498 
Prepaid expenses and other current assets76,726 67,051 
Total current assets1,542,351 1,525,722 
Property, plant and equipment, net1,527,944 1,525,298 
Other assets:
Operating lease right-of-use assets142,006 150,341 
Goodwill543,605 527,023 
Permits and other intangibles, net380,053 386,620 
Other16,580 16,516 
Total other assets1,082,244 1,080,500 
Total assets$4,152,539 $4,131,520 
Current liabilities:
Current portion of long-term obligations$7,535 $7,535 
Accounts payable213,355 195,878 
Deferred revenue83,165 74,066 
Accrued expenses284,212 295,823 
Current portion of closure, post-closure and remedial liabilities26,896 26,093 
Current portion of operating lease liabilities35,390 36,750 
Total current liabilities650,553 636,145 
Other liabilities: 
Closure and post-closure liabilities, less current portion79,218 74,023 
Remedial liabilities, less current portion99,239 102,623 
Long-term obligations, less current portion1,548,517 1,549,641 
Operating lease liabilities, less current portion107,554 114,258 
Deferred tax liabilities230,236 230,097 
Other long-term liabilities88,772 83,182 
Total other liabilities2,153,536 2,153,824 
       Total stockholders’ equity, net
1,348,450 1,341,551 
       Total liabilities and stockholders’ equity
$4,152,539 $4,131,520 






Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Three Months Ended:
March 31, 2021March 31, 2020
Cash flows from operating activities:
Net income$21,736 $11,572 
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization72,163 74,533 
Allowance for doubtful accounts2,446 4,700 
Amortization of deferred financing costs and debt discount900 891 
Accretion of environmental liabilities2,953 2,561 
Changes in environmental liability estimates275 3,470 
Deferred income taxes(39)— 
Other expense, net1,228 2,365 
Stock-based compensation3,480 3,291 
Loss on sale of businesses— 3,074 
Environmental expenditures(3,011)(3,435)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable and unbilled accounts receivable(9,703)(24,960)
Inventories and supplies(747)(7,024)
Other current and non-current assets(9,956)8,714 
Accounts payable22,179 (5,169)
Other current and long-term liabilities(904)(40,902)
Net cash from operating activities103,000 33,681 
Cash flows used in investing activities:
Additions to property, plant and equipment(41,913)(82,767)
Proceeds from sale and disposal of fixed assets1,204 2,150 
Acquisitions, net of cash acquired(22,918)— 
Proceeds from sale of businesses, net of transactional costs— 7,856 
Additions to intangible assets including costs to obtain or renew permits(505)(448)
Proceeds from sale of available-for-sale securities20,375 12,180 
Purchases of available-for-sale securities(42,980)(32,058)
Net cash used in investing activities(86,737)(93,087)
Cash flows (used in) from financing activities:
Change in uncashed checks(6,662)(1,775)
Tax payments related to withholdings on vested restricted stock(3,719)(2,224)
Repurchases of common stock(26,546)(17,341)
Payments on finance leases(1,672)(329)
Principal payments on debt(1,884)(1,884)
Deferred financing costs paid(137)— 
Borrowings from revolving credit facility— 150,000 
Net cash (used in) from financing activities(40,620)126,447 
Effect of exchange rate change on cash1,639 (6,827)
(Decrease) increase in cash and cash equivalents(22,718)60,214 
Cash and cash equivalents, beginning of period519,101 371,991 
Cash and cash equivalents, end of period$496,383 $432,205 




Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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Supplemental information:
Cash payments for interest and income taxes:
Interest paid$27,507 $30,648 
Income taxes paid, net of refunds3,599 971 
Non-cash investing activities:
Property, plant and equipment accrued5,108 12,173 
ROU assets obtained in exchange for operating lease liabilities2,305 12,410 
ROU assets obtained in exchange for finance lease liabilities9,205 (856)

Supplemental Segment Data (in thousands)

For the Three Months Ended:
RevenueMarch 31, 2021March 31, 2020
Third Party RevenuesIntersegment Revenues (Expense), netDirect RevenuesThird Party RevenuesIntersegment Revenues (Expense), netDirect Revenues
Environmental Services$652,878 $1,724 $654,602 $705,036 $156 $705,192 
Safety-Kleen Sustainability Solutions155,191 (1,724)153,467 153,437 (156)153,281 
Corporate Items79 — 79 90 — 90 
Total$808,148 $— $808,148 $858,563 $— $858,563 


For the Three Months Ended:
Adjusted EBITDAMarch 31, 2021March 31, 2020
Environmental Services$140,254 $145,858 
Safety-Kleen Sustainability Solutions31,632 24,204 
Corporate Items(42,435)(44,181)
Total$129,451 $125,881 

Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com