UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the |
Date of Report: February 12, 2014
(Date of earliest event reported)
US Ecology, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
0-11688
(Commission File Number)
95-3889638
(IRS Employer
Identification Number)
251 E. Front St., Suite 400, Boise, ID
(Address of principal executive offices)
83702
(Zip Code)
208-331-8400
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
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Item 2.02. Results of Operations and Financial Condition On February 12, 2014 US Ecology, Inc., issued a press release reporting its results for the quarter ended December 31, 2013. A copy of the press release is attached as Exhibit 99.1 to this report. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: February 12, 2014 |
US ECOLOGY, INC.
By: /s/ Eric L. Gerratt |
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| Exhibit No. | Description |
| 99.1 | Press Release of US Ecology, Inc. dated February 12, 2014 |
Record Operating Income of $52.9 Million; Record Adjusted EBITDA of $71.2 Million
BOISE, ID -- (Marketwired - February 12, 2014) - US Ecology, Inc. (NASDAQ: ECOL) ("the Company") today reported financial results for the quarter and full year ended December 31, 2013.
Net income for the fourth quarter of 2013 was $9.2 million, or $0.48 per diluted share, up from $6.1 million, or $0.33 per diluted share, in the fourth quarter of 2012. Excluding foreign currency translation losses and business development expenses, adjusted earnings per diluted share grew 44% to $0.52 in the fourth quarter of 2013, up from $0.36 in the fourth quarter of 2012. Operating income for the fourth quarter of 2013 was $15.4 million, up 42% from $10.8 million in the fourth quarter last year. Adjusted EBITDA for the fourth quarter of 2013 was a record $20.2 million, up 29% from $15.6 million in the same period last year. A reconciliation of earnings per diluted share to adjusted earnings per diluted share and net income to adjusted EBITDA is attached as Exhibit A to this release.
Total revenue for the fourth quarter of 2013 was $59.4 million, up 18% from $50.4 million in the same quarter last year. Treatment and disposal ("T&D") revenue increased 15% and transportation revenue increased 28% quarter over quarter. T&D revenue growth in the quarter reflected a 32% increase in project-based Event Business. Recurring Base Business revenue for the fourth quarter of 2013 increased 4% compared to the fourth quarter of 2012.
Total quarterly waste volume disposed or processed at our Idaho, Michigan, Nevada, Texas and Quebec facilities was 308,000 tons in the fourth quarter of 2013, up 6% from 291,000 tons in the fourth quarter of 2012. Average selling price ("ASP") for the fourth quarter of 2013 increased 9% compared to the same quarter last year primarily due to a more favorable service mix.
For the fourth quarter of 2013, gross profit was $23.1 million, up 26% from $18.3 million in the fourth quarter of 2012. Total gross margin was 39% in the fourth quarter of 2013, up from 36% in the same quarter last year. T&D gross margin for the fourth quarter of 2013 was 48%, up from 44% in the fourth quarter of 2012 reflecting higher volumes and ASPs.
Selling, general and administrative ("SG&A") expense for the fourth quarter of 2013 was $7.7 million, or 13% of revenue, compared with $7.5 million, or 15% of revenue, in the same quarter last year.
The Company's effective income tax rate for the fourth quarter of 2013 was 36.0%, down from 39.4% for the fourth quarter of 2012. This decrease reflects a higher proportion of earnings from our Canadian operations, which are taxed at a lower corporate tax rate, partially offset by higher U.S. state income taxes.
At December 31, 2013, cash on hand was $73.9 million with no outstanding borrowings on our lines of credit, compared with $2.1 million of cash on hand and borrowings of $45.0 million at December 31, 2012. The increase in cash and corresponding decrease in borrowings primarily reflects the net $96.4 million raised in our common stock offering in December 2013. At December 31, 2013, $79.9 million was available for future borrowings, and total shares outstanding were 21.5 million.
"We are very pleased with our strong fourth quarter operating performance," commented Executive Vice President and Chief Financial Officer, Eric Gerratt. "Continued treatment and disposal revenue growth reflected another quarter of strong private event business, which more than offset expected softness in our government business. Treatment and disposal margins increased on a more favorable service mix and continued operational efficiencies across our facilities."
Full Year Results
Total revenue for the year ending December 31, 2013 was a record $201.1 million, up 19% from $169.1 million for the year ended December 31, 2012. T&D revenue increased 13% in 2013 compared to 2012. Transportation revenue increased 54% in 2013 compared to 2012. Excluding US Ecology Michigan, T&D revenue growth in 2013 reflected a 27% increase in Event Business revenue and a 2% increase in recurring Base Business revenue compared to 2012.
Total waste volume disposed or processed at our Idaho, Michigan, Nevada, Texas and Quebec facilities was 1.1 million tons in 2013 compared to 1.0 million tons in 2012. ASP for 2013 increased 11% compared to 2012, reflecting a more favorable service mix in 2013.
Gross profit for 2013 was $79.0 million, up 19% from $66.3 million in 2012. Total gross margin was 39% in 2013 and 2012. T&D gross margin for 2013 was 48%, up from 46% in 2012.
SG&A expense for 2013 was $26.1 million, or 13% of revenue compared with $25.7 million, or 15% of revenue, for 2012.
Operating income increased 30% in 2013 to a record $52.9 million from $40.6 million for 2012.
Adjusted EBITDA for 2013 was a record $71.2 million, 22% above the $58.4 million for the same period last year. A reconciliation of net income to adjusted EBITDA is attached as Exhibit A to this release.
Our effective income tax rate for 2013 was 35.9%, down from 38.5% for 2012. This decrease reflects a higher proportion of earnings from our Canadian operations, which are taxed at a lower corporate tax rate, partially offset by higher U.S. state income taxes.
Net income for 2013 was a record $32.2 million, or $1.72 per diluted share, up from $25.7 million, or $1.40 per diluted share, for 2012. Excluding foreign currency translation gains and losses and business development expenses, 2013 adjusted earnings per diluted share grew 31% to $1.82, up from $1.39 for 2012. A reconciliation of earnings per diluted share to adjusted earnings per diluted share is attached as Exhibit A to this release.
"Double digit organic growth in our treatment and disposal revenue, related margin expansion by more than two full percentage points and continued SG&A expense control drove operating income, earnings and Adjusted EBITDA to new record levels," commented Jeff Feeler, President and CEO. "Delivering these record results on the heels of what had been the Company's strongest year in 2012 is a testament to the value of US Ecology's fixed facility assets, broad permits and operational expertise. Our Event Business continued to strengthen throughout 2013 and into 2014 on robust shipments from commercial customers and included approximately $0.13 of earnings per diluted share from project acceleration that had previously been expected to benefit 2014. Base business growth was solid and in line with our expectations. I could not be more pleased with the performance of our entire team in 2013."
2014 Outlook
"Moving into 2014, market conditions and demand for our sevices continues to be strong," commented Feeler. "Our Event Business pipeline has strengthened over the last two months as we gain visibility into the summer clean-up season. While it will be a challenge to fully replace our 2013 Event Business results, our pipeline is filling out nicely with new opportunities."
Based on current estimates, management is projecting 2014 adjusted EBITDA of between $70 and $74 million and adjusted earnings per diluted share between $1.50 and $1.60, which excludes any foreign currency gains or losses and business development expenses. Estimated earnings per share amounts are based on the Company's new share count which includes 2,990,000 shares issued in December of 2013.
"We look forward to executing our long-term growth strategy with what we believe are best-in-class assets and permits," Feeler added. "With our successful equity raise in December 2013, we are focused on executing on our organic growth plan while actively seeking high quality assets and service platforms to extend our geographic reach and enhance our competitive position."
In 2013 the Company invested $21.4 million in capital projects. Capital spending for 2014 is estimated to range from $20 to $21 million, including approximately $2.3 million of carryover from 2013 projects that are ongoing. Capital expenditures for 2014 will be devoted primarily to constructing additional disposal space, ongoing infrastructure upgrades and equipment replacement at our operating facilities.
Dividend
On January 2, 2014, the Company declared a quarterly dividend of $0.18 per common share for stockholders of record on January 20, 2014. The $3.9 million dividend was paid on January 28, 2014.
Conference Call
US Ecology, Inc. will hold an investor conference call on Thursday, February 13, 2014 at 10 a.m. Eastern Standard Time (8:00 a.m. Mountain Standard Time) to discuss these results and its current financial position and business outlook. Questions will be invited after management's presentation. Interested parties can join the conference call by dialing 866-825-1709 or 617-213-8060 and using the passcode 41867498. The conference call will also be broadcast live on our website at www.usecology.com. An audio replay will be available through February 20, 2014 by calling 888-286-8010 or 617-801-6888 and using the passcode 33269019. The replay will also be accessible on our website at www.usecology.com.
About US Ecology, Inc.
US Ecology, Inc., through its subsidiaries, provides radioactive, hazardous, PCB and non-hazardous industrial waste management and recycling services to commercial and government entities, such as refineries and chemical production facilities, manufacturers, electric utilities, steel mills, medical and academic institutions and waste brokers. Headquartered in Boise, Idaho, the Company is one of the oldest radioactive and hazardous waste services companies in North America.
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 that are based on our current expectations, beliefs and assumptions about the industry and markets in which US Ecology, Inc. and its subsidiaries operate. Because such statements include risks and uncertainties, actual results may differ materially from what is expressed herein and no assurance can be given that the Company will achieve its 2014 earnings estimates, successfully execute its growth strategy, increase market share, or declare or pay future dividends. For information on other factors that could cause actual results to differ materially from expectations, please refer to US Ecology, Inc.'s December 31, 2012 Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. Many of the factors that will determine the Company's future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date such statements are made. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Important assumptions and other important factors that could cause actual results to differ materially from those set forth in the forward-looking information include a loss of a major customer or contract, compliance with and changes to applicable laws, rules, or regulations, access to cost effective transportation services, access to insurance, surety bonds and other financial assurances, loss of key personnel, lawsuits, labor disputes, adverse economic conditions, government funding or competitive pressures, incidents or adverse weather conditions that could limit or suspend specific operations, implementation of new technologies, market conditions, average selling prices for recycled materials, our ability to replace business from recently completed large projects, our ability to perform under required contracts, our ability to permit and contract for timely construction of new or expanded disposal cells, our willingness or ability to pay dividends and our ability to effectively close and integrate future acquisitions.
Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of US Ecology, Inc.
US ECOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three Months Ended For the Year Ended
December 31, December 31,
-------------------- --------------------
2013 2012 2013 2012
--------- --------- --------- ---------
Revenue $ 59,360 $ 50,406 $ 201,126 $ 169,138
Direct operating costs 24,493 23,013 86,238 79,177
Transportation costs 11,811 9,087 35,902 23,664
--------- --------- --------- ---------
Gross profit 23,056 18,306 78,986 66,297
Selling, general and
administrative expenses 7,702 7,492 26,055 25,659
--------- --------- --------- ---------
Operating income 15,354 10,814 52,931 40,638
Other income (expense):
Interest income 8 4 19 17
Interest expense (177) (219) (828) (878)
Foreign currency gain (loss) (879) (562) (2,327) 1,213
Other 84 56 352 728
--------- --------- --------- ---------
Total other income (expense) (964) (721) (2,784) 1,080
Income before income taxes 14,390 10,093 50,147 41,718
Income tax expense 5,183 3,981 17,996 16,059
--------- --------- --------- ---------
Net income $ 9,207 $ 6,112 $ 32,151 $ 25,659
========= ========= ========= =========
Earnings per share:
Basic $ 0.48 $ 0.33 $ 1.73 $ 1.41
Diluted $ 0.48 $ 0.33 $ 1.72 $ 1.40
Shares used in earnings per
share calculation:
Basic 19,171 18,269 18,592 18,238
Diluted 19,281 18,332 18,676 18,281
Dividends paid per share $ 0.18 $ 0.36 $ 0.54 $ 0.90
========= ========= ========= =========
US ECOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
December 31, December 31,
2013 2012
------------- -------------
Assets
Current Assets:
Cash and cash equivalents $ 73,940 $ 2,120
Receivables, net 43,636 33,947
Prepaid expenses and other current assets 3,612 3,161
Deferred income taxes 1,340 1,276
------------- -------------
Total current assets 122,528 40,504
Property and equipment, net 114,859 109,792
Restricted cash 4,097 4,111
Intangible assets, net 36,832 40,771
Goodwill 21,693 23,105
Other assets 547 411
------------- -------------
Total assets $ 300,556 $ 218,694
============= =============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 7,277 $ 6,333
Deferred revenue 8,870 3,919
Accrued liabilities 8,691 7,322
Accrued salaries and benefits 6,957 7,570
Income tax payable 4,428 426
Current portion of closure and post-closure
obligations 949 1,913
------------- -------------
Total current liabilities 37,172 27,483
Long-term closure and post-closure obligations 16,519 15,449
Reducing revolving line of credit - 45,000
Other long-term liabilities 69 114
Unrecognized tax benefits 480 467
Deferred income taxes 14,778 18,159
------------- -------------
Total liabilities 69,018 106,672
Contingencies and commitments
Stockholders' Equity
Common stock 215 184
Additional paid-in capital 162,830 63,969
Retained earnings 70,597 48,424
Treasury stock (319) (1,183)
Accumulated other comprehensive income
(loss) (1,785) 628
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Total stockholders' equity 231,538 112,022
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Total liabilities and stockholders' equity $ 300,556 $ 218,694
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US ECOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the Year Ended
December 31,
--------------------
2013 2012
--------- ---------
Cash Flows From Operating Activities:
Net income $ 32,151 $ 25,659
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization of property and
equipment 14,815 13,916
Amortization of intangible assets 1,461 1,469
Accretion of closure and post-closure obligations 1,114 1,367
Unrealized foreign currency loss (gain) 2,789 (1,400)
Deferred income taxes (2,637) (711)
Stock-based compensation expense 865 846
Unrecognized tax benefits 13 13
Net (gain) loss on sale of property and equipment 170 13
Changes in assets and liabilities (net of effect
of business acquisitions):
Receivables, net (10,408) (1,850)
Income tax receivable - 187
Other assets (403) (677)
Accounts payable and accrued liabilities 1,673 (2,172)
Deferred revenue 5,197 (50)
Accrued salaries and benefits (424) 1,929
Income tax payable 4,091 (1,083)
Closure and post-closure obligations (828) (2,282)
--------- ---------
Net cash provided by operating activities 49,639 35,174
Cash Flows From Investing Activities:
Purchases of property and equipment (21,373) (15,766)
Proceeds from sale of property and equipment 168 198
Business acquisition (net of cash acquired) - (10,743)
Restricted cash 14 5
--------- ---------
Net cash used in investing activities (21,191) (26,306)
Cash Flows From Financing Activities:
Proceeds from public offering (net of offering
costs) 96,431 -
Payments on reducing revolving line of credit (54,500) (21,500)
Proceeds from reducing revolving line of credit 9,500 26,000
Dividends paid (9,978) (16,432)
Proceeds from stock option exercises 2,461 1,035
Deferred financing costs paid (235) -
Other (1) (303)
--------- ---------
Net cash provided by (used in) financing
activities 43,678 (11,200)
Effect of foreign exchange rate changes on cash (306) 163
Increase (decrease) in cash and cash equivalents 71,820 (2,169)
Cash and cash equivalents at beginning of period 2,120 4,289
--------- ---------
Cash and cash equivalents at end of period $ 73,940 $ 2,120
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EXHIBIT A
Non-GAAP Results and Reconciliation
US Ecology reports adjusted EBITDA and adjusted earnings per diluted share results, which are non-GAAP financial measures, as a complement to results provided in accordance with generally accepted accounting principles in the United States (GAAP) and believes that such information provides analysts, shareholders, and other users information to better understand the Company's operating performance. Because adjusted EBITDA and adjusted earnings per diluted share are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations they may not be comparable to similar measures used by other companies. Items excluded from adjusted EBITDA and adjusted earnings per diluted share are significant components in understanding and assessing financial performance.
Adjusted EBITDA and adjusted earnings per diluted share should not be considered in isolation or as an alternative to, or substitute for, net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Adjusted EBITDA and adjusted earnings per diluted share have limitations as analytical tools and should not be considered in isolation or a substitute for analyzing our results as reported under GAAP. Some of the limitations are:
Adjusted EBITDA
The Company defines adjusted EBITDA as net income before interest expense, interest income, income tax expense, depreciation, amortization, stock based compensation, accretion of closure and post-closure liabilities, foreign currency gain/loss and other income/expense, which are not considered part of usual business operations. The following reconciliation itemizes the differences between reported net income and adjusted EBITDA for the three months and year ended December 31, 2013 and 2012:
Three Months Ended For the Year Ended
(in thousands) December 31, December 31,
---------------------- ----------------------
2013 2012 2013 2012
---------- ---------- ---------- ----------
Net Income $ 9,207 $ 6,112 $ 32,151 $ 25,659
Income tax expense 5,183 3,981 17,996 16,059
Interest expense 177 219 828 878
Interest income (8) (4) (19) (17)
Foreign currency
(gain)/loss 879 562 2,327 (1,213)
Other income (84) (56) (352) (728)
Depreciation and
amortization of plant and
equipment 4,023 3,695 14,815 13,916
Amortization of intangible
assets 369 373 1,461 1,469
Stock-based compensation 264 282 865 846
Accretion and non-cash
adjustments of closure &
post-closure obligations 187 464 1,114 1,483
---------- ---------- ---------- ----------
Adjusted EBITDA $ 20,197 $ 15,628 $ 71,186 $ 58,352
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EXHIBIT A
Non-GAAP Results and Reconciliation, continued
Adjusted Earnings Per Diluted Share
The Company defines adjusted earnings per diluted share as net income plus the after tax impact of non-cash, non-operational foreign currency gains or losses ("Foreign Currency Gain/Loss") plus the after tax impact of business development cost divided by the diluted shares used in the earnings per share calculation. The Foreign Currency Gain/Loss excluded from the earnings per diluted share calculation are related to intercompany loans between our Canadian subsidiary and the U.S. parent which have been established as part of our tax and treasury management strategy. These intercompany loans are payable in Canadian dollars ("CAD") requiring us to revalue the outstanding loan balance through our consolidated income statement based on the CAD/United States currency movements from period to period. We believe excluding the currency movements for these intercompany financial instruments provides meaningful information to investors regarding the operational and financial performance of the Company.
Business development costs relate to expenses incurred to evaluate businesses for potential acquisition or costs related to closing and integrating successfully acquired businesses. We believe excluding these business development costs provides meaningful information to investors regarding the operational and financial performance of the Company.
The following reconciliation itemizes the differences between reported net income and earnings per diluted share to adjusted net income and adjusted earnings per diluted share for the three months and year ended December 31, 2013 and 2012:
(in thousands,
except per Three Months Ended For the Year Ended
share data) December 31, December 31,
----------------------------- ------------------------------
2013 2012 2013 2012
-------------- -------------- -------------- ---------------
per per per per
share share share share
Net income /
earnings per
diluted share $ 9,207 $ 0.48 $ 6,112 $ 0.33 $32,151 $ 1.72 $25,659 $ 1.40
Business
development
costs, net of
tax 228 0.01 150 0.01 254 0.01 628 0.03
Non-cash
foreign
currency
(gain)/loss,
net of tax 684 0.03 418 0.02 1,597 0.09 (713) (0.04)
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Adjusted net
income /
adjusted
earnings per
diluted share $10,119 $ 0.52 $ 6,680 $ 0.36 $34,002 $ 1.82 $25,574 $ 1.39
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Shares used in
earnings per
diluted share
calculation 19,281 18,332 18,676 18,281
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Contact: Alison Ziegler Cameron Associates (212) 554-5469 alison@cameronassoc.com www.usecology.com