EX-99.1 2 a13-8971_3ex99d1.htm EX-99.1

Exhibit 99.1

 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

 

FOR THE YEAR ENDED DECEMBER 31, 2012

 

(in thousands)

 

 

 

Clean
Harbors

 

Safety-Kleen

 

Acquisition
Pro Forma
Adjustments

 

Notes

 

Acquisition
Pro Forma

 

Stock and
Notes
Offerings

Pro Forma
Adjustments

 

Notes

 

Pro Forma

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service revenues

 

$

2,187,908

 

$

610,407

 

$

(11,296

)

(a)

 

$

2,787,019

 

$

 

 

 

$

2,787,019

 

Product revenues

 

 

742,573

 

 

 

 

742,573

 

 

 

 

742,573

 

Total revenues

 

2,187,908

 

1,352,980

 

(11,296

)

 

 

3,529,592

 

 

 

 

3,529,592

 

Costs of revenues (exclusive of items shown separately below)

 

1,540,621

 

1,062,782

 

(11,296

)

(a)

 

2,592,107

 

 

 

 

2,592,107

 

Selling, general and administrative expenses

 

273,520

 

163,552

 

 

 

 

437,072

 

 

 

 

437,072

 

Accretion of environmental liabilities

 

9,917

 

2,497

 

 

 

 

12,414

 

 

 

 

12,414

 

Depreciation and amortization

 

161,646

 

65,768

 

16,254

 

(b)

 

243,668

 

 

 

 

243,668

 

Income from operations

 

202,204

 

58,381

 

(16,254

)

 

 

244,331

 

 

 

 

244,331

 

Other expense, net

 

(802

)

(26,605

)

 

 

 

(27,407

)

 

 

 

(27,407

)

Loss on early extinguishment of debt

 

(26,385

)

 

 

 

 

(26,385

)

 

 

 

(26,385

)

Interest expense, net

 

(47,287

)

(13,222

)

12,697

 

(c)

 

(47,812

)

(31,992

)

(c)

 

(79,804

)

Income (loss) before provision for income taxes

 

127,730

 

18,554

 

(3,557

)

 

 

142,727

 

(31,992

)

 

 

110,735

 

Provision for income taxes

 

(1,944

)

(304

)

(1,245

)

(d)

 

(3,493

)

(11,197

)

(d)

 

(14,690

)

Net income (loss) attributable to Clean Harbors and Safety-Kleen

 

$

129,674

 

$

18,858

 

$

(2,312

)

 

 

$

146,220

 

$

(20,795

)

 

 

$

125,425

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.41

 

 

 

 

 

 

 

$

2.71

 

 

 

 

 

$

2.08

 

Diluted

 

$

2.40

 

 

 

 

 

 

 

$

2.70

 

 

 

 

 

$

2.08

 

Weighted average common shares outstanding

 

53,884

 

 

 

 

 

 

 

53,884

 

6,352

 

(f)

 

60,236

 

Weighted average common shares outstanding plus potentially dilutive common shares (e)

 

54,079

 

 

 

 

 

 

 

54,079

 

6,352

 

(f)

 

60,431

 

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

 

1



 

 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.                                      The Merger

 

On December 28, 2012, Clean Harbors acquired 100% of the outstanding common shares of Safety-Kleen, Inc. (“Safety-Kleen”) in accordance with an Agreement and Plan of Merger dated as of October 26, 2012 (the “Merger Agreement”). Safety-Kleen, a Delaware corporation headquartered in Richardson, Texas, is the largest re-refiner and recycler of used oil in North America and a leading provider of parts cleaning and environmental services.

 

Under the terms of the Merger Agreement, Clean Harbors agreed to pay to the Safety-Kleen’s shareholders and option holders cash consideration in an amount equal to $1.25 billion plus the amount of cash and cash equivalents held by Safety-Kleen on the closing date, less the amount of debt owed by Safety-Kleen on the closing date for borrowed money and capital lease obligations, plus or minus, as applicable, the amount by which Safety-Kleen’s working capital (excluding cash) on the closing date exceeded or was less than $50.0 million.

 

Safety-Kleen’s working capital (excluding cash) was estimated to be $57,259,000 as of December 28, 2012. Accordingly, the pro forma condensed combined financial statements included herein are based on an estimated purchase price of $1,257,259,000, including an estimated working capital adjustment of $7,259,000.  The purchase price is subject to adjustment upon finalization of Safety-Kleen’s working capital (excluding cash) on December 28, 2012.

 

The following summarizes the preliminary purchase price allocation at December 28, 2012 (in thousands):

 

Assets to be acquired:

 

 

 

Accounts receivable

 

$

132,874

 

Prepaid expenses and other current assets

 

12,295

 

Inventories and supplies

 

102,339

 

Current deferred tax assets

 

7,076

 

Property, plant and equipment

 

514,712

 

Goodwill

 

436,749

 

Permits and other intangible assets

 

421,400

 

Other assets

 

4,985

 

 

 

1,632,430

 

Liabilities to be assumed:

 

 

 

Accounts payable

 

74,576

 

Deferred revenue

 

22,700

 

Accrued expenses

 

89,219

 

Current portion of closure, post-closure and remedial liabilities

 

6,157

 

Closure, post-closure and remedial liabilities, less current portion

 

54,144

 

Deferred taxes, unrecognized tax benefits and other long-term liabilities

 

128,375

 

 

 

375,171

 

Net assets to be acquired

 

$

1,257,259

 

 

Clean Harbors determined the preliminary purchase price allocations based on estimates of fair value of all tangible and intangible assets acquired and liabilities assumed.  Clean Harbors believes the preliminary allocations provide a reasonable basis for estimating the fair values of the assets acquired and liabilities assumed but is waiting for additional information necessary to finalize the fair values. Accordingly, the preliminary fair values presented above are subject to adjustment as more information becomes available. Clean Harbors expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The final fair value amounts could differ materially from the preliminary estimates. Decreases or increases in the fair value of assets acquired or liabilities assumed from the preliminary estimates presented above would result in increases or decreases in the amount of goodwill resulting from the merger. In addition, if the value of the assets acquired is higher than the preliminary estimates, it may result in higher amortization and / or depreciation expense than the amounts presented in these pro forma statements.

 

2



 

Clean Harbors has determined this to be a tax-free business combination from Clean Harbors’ standpoint.

 

2.                                      Financing

 

In connection with the merger, Clean Harbors sold (i) 6.9 million shares of its common stock in a Stock Offering (which was priced on November 27, 2012) at a public offering price of $56.00 per share on December 3, 2012 and (ii) $600.0 million of 5.125% senior unsecured notes due 2021in a Notes Offering on December 7, 2012. A summary of the net proceeds received from the Stock Offering and the Notes Offering was as follows (in thousands):

 

 

 

Stock Offering

 

Notes Offering

 

Gross proceeds

 

$

386,400

 

$

600,000

 

Transaction fees and expenses for the offering

 

(16,880

)

(10,559

)

Net proceeds

 

$

369,520

 

$

589,441

 

 

Clean Harbors also incurred approximately $5.2 million of commitment fees in connection with the merger financing. The completion of the merger and the Notes Offering resulted in approximately $10.6 million of deferred financing costs.

 

3.                                      Pro Forma Statement of Income Adjustments

 

The unaudited pro forma condensed combined statement of income does not include any non-recurring charges that will arise as a result of the merger described above.

 

(a)                                 Represents an adjustment of approximately $11.3 million to reduce revenues and cost of revenues for intercompany transactions between Clean Harbors and Safety-Kleen for the year ended December 31, 2012.

 

(b)                                 Represents the adjustment of $16.3 million to depreciation and amortization expense for the step-up in property, plant and equipment and identifiable intangibles to their preliminary estimated fair value at the acquisition date.  The step-up adjustments were calculated based on using the straight-line method over the estimated useful lives as follows:

 

The pro forma adjustment for property, plant and equipment consists of the following (in thousands):

 

Property, plant and equipment (i)

 

$

514,712

 

Less: Safety-Kleen’s net book value at December 28, 2012

 

(319,259

)

Pro forma property, plant and equipment adjustment

 

$

195,453

 

 


(i)

 

 

 

Acquisition Pro Forma

 

Estimated Useful Life

 

Land and land improvements

 

$

68,844

 

8 years

 

Buildings and improvements

 

93,498

 

10-20 years

 

Vehicles

 

79,487

 

7 years

 

Equipment

 

247,183

 

4-15 years

 

Furniture and fixtures

 

5,665

 

6 years

 

Construction in progress

 

12,144

 

15 years

 

Asset retirement obligation assets

 

7,891

 

30 years

 

Property, plant and equipment

 

$

514,712

 

 

 

 

3



 

The pro forma adjustment for permits and other intangible assets consists of the following (in thousands):

 

Permits and other intangible assets (ii)

 

$

421,400

 

Less: Safety-Kleen’s net book value at December 28, 2012

 

(81,740

)

Pro forma permits and other intangible assets adjustment

 

$

339,660

 

 


(ii)

 

 

 

Acquisition Pro Forma

 

Estimated Useful Life

 

Trademarks and trade names

 

$

113,800

 

Indefinite

 

Customer relationships - Oil Re-refining

 

158,800

 

20 years

 

Customer relationships - Environmental services

 

99,300

 

17 years

 

Supplier relationships - Re-refining

 

9,000

 

10 years

 

Supplier relationships - Recycled fuel oil

 

3,900

 

10 years

 

Permits - Environmental services

 

34,610

 

30 years

 

Permits - Oil Re-refining

 

1,990

 

30 years

 

Permits and other intangible assets

 

$

421,400

 

 

 

 

The step-up to the preliminary estimated fair value of Safety-Kleen’s identifiable intangible assets from the respective carrying values reported by Safety-Kleen as of December 28, 2012 was determined using a combination of the cost and market approach and the income approach. The estimated intangible assets are expected to be amortized on a straight-line basis over estimated useful lives, subject to the finalization of the purchase price allocation.

 

The pro forma depreciation and amortization adjustments are as follows (in thousands):

 

 

 

Year Ended
December 31, 2012

 

Eliminate Safety-Kleen’s historical depreciation and amortization

 

$

(65,768

)

Permits and intangible assets amortization

 

16,291

 

Property, plant and equipment depreciation

 

65,731

 

Pro forma depreciation and amortization adjustment

 

$

16,254

 

 

With other assumptions held constant, a 10% increase in the fair value of property, plant and equipment and intangible assets as calculated would increase annual pro forma depreciation and amortization expense by approximately $6.0 million for the year ended December 31, 2012. With other assumptions held constant, a 10% decrease in the estimated remaining useful lives of property, plant and equipment and amortizable intangible assets would increase pro forma depreciation and amortization by approximately $6.7 million for the year ended December 31, 2012. The increases in pro forma depreciation and amortization are as follows (in thousands):

 

4



 

 

 

 

 

 

 

Increase in Pro Forma Depreciation and Amortization

 

 

 

 

 

10%

 

10% Increase in the
Fair Value

 

10% Decrease in the
Estimated Remaining
Useful Life

 

 

 

Acquisition
Pro Forma

 

Increase in
Fair Value

 

Twelve
Months

 

Twelve
Months

 

Property, Plant and Equipment

 

 

 

 

 

 

 

 

 

Buildings and building improvements

 

$

93,498

 

$

102,848

 

$

521

 

$

578

 

Land and land improvements

 

68,844

 

75,728

 

175

 

194

 

Vehicles

 

79,487

 

87,436

 

1,136

 

1,262

 

Equipment

 

247,183

 

271,901

 

2,335

 

2,594

 

Furniture and fixtures

 

5,665

 

6,232

 

94

 

105

 

Construction in progress

 

12,144

 

13,358

 

81

 

90

 

Asset retirement obligation assets

 

7,891

 

8,680

 

26

 

29

 

Property, plant and equipment

 

$

514,712

 

$

566,183

 

$

4,368

 

$

4,852

 

 

 

 

 

 

 

 

 

 

 

Permits and Intangible Assets

 

 

 

 

 

 

 

 

 

Trademarks and trade names

 

$

113,800

 

$

125,180

 

$

 

$

 

Customer relationships - Oil Re-refining

 

158,800

 

174,680

 

794

 

882

 

Customer relationships - Environmental services

 

99,300

 

109,230

 

584

 

649

 

Supplier relationships - Re-refining

 

9,000

 

9,900

 

90

 

100

 

Supplier relationships - Recycled fuel oil

 

3,900

 

4,290

 

39

 

43

 

Permits - Environmental services

 

34,610

 

38,071

 

115

 

128

 

Permits - Oil Re-refining

 

1,990

 

2,189

 

7

 

7

 

Permits and other intangible assets

 

$

421,400

 

$

463,540

 

$

1,629

 

$

1,809

 

Total

 

$

936,112

 

$

1,029,723

 

$

5,997

 

$

6,661

 

 

(c)                                  Represents adjustments to interest expense related to completion of the Notes Offering at an interest rate of 5.125% (including amortization of deferred financing costs) offset by the reversal of Safety-Kleen’s interest expense for outstanding debt.

 

 

 

Year Ended December 31, 2012

 

 

 

Acquisition Pro
forma
Adjustments

 

Stock and Notes
Offerings Pro
Forma
Adjustments

 

Interest on $600 million debt

 

$

 

$

(30,750

)

Estimated amortization of financing costs

 

 

(1,242

)

Elimination of Safety-Kleen interest expense, net

 

12,697

 

 

Pro forma interest expense adjustment

 

$

12,697

 

$

(31,992

)

 

5



 

(d)                                 Represents the pro forma tax effect of the pro forma adjustments at an estimated statutory tax rate of 35.0% for the year ended December 31, 2012.  The pro forma income tax provision adjustment is as follows (in thousands):

 

 

 

Year Ended December 31, 2012

 

 

 

Acquisition Pro
forma Adjustments

 

Stock and
Notes
Offerings Pro
Forma
Adjustments

 

Pro forma loss before income taxes

 

$

(3,557

)

$

(31,992

)

Statutory income tax rate

 

35

%

35

%

Pro forma income tax provision adjustment

 

$

(1,245

)

$

(11,197

)

 

(e)                                 For the year ended December 31, 2012, the dilutive effect of all then outstanding options, restricted stock and performance awards is included in the earnings per share calculation except for 65,000 Clean Harbors outstanding performance stock awards for which the performance criteria were not attained at that time.

 

(f)                                  Pro forma adjustment to reflect the newly issued 6.9 million common shares as outstanding for the year.

 

6