EX-99.1 3 dex991.htm PRESS RELEASE PRESS RELEASE

Exhibit 99.1

 

Press Release

 


Clean Harbors Announces 2003 Financial Results


 

Company Continues to Pursue Post-Acquisition Synergies and Growth Opportunities;

Achieves $13.4 Million Improvement in Income from Operations in Second Half of 2003 Versus First Half of 2003

 

Braintree, MA – March 15, 2004 Clean Harbors, Inc. (“Clean Harbors”) (NASDAQ: CLHB), the leading provider of environmental and hazardous waste management services throughout North America, today announced financial results for the fourth quarter and year ended December 31, 2003.

 

For full-year 2003, Clean Harbors reported revenues of $611.0 million, compared with $350.1 million in 2002. The increase reflects the Company’s acquisition of Safety-Kleen’s Chemical Services Division assets (CSD) in September 2002. The Company reported a 2003 net loss of $(17.3) million, or $(1.52) per share, compared with a 2002 net loss of $(28.2) million, or $(2.42) per share. Results in 2002 included a $24.7 million loss on the early extinguishment of debt and $5.4 million in acquisition related costs associated with the CSD acquisition. EBITDA (as discussed below) was $50.7 million in 2003 versus $36.4 million in 2002.

 

For the third and fourth quarters of 2003, income from operations totaled $12.8 million on revenues of $296.6 million. For the first and second quarters of 2003, income from operations was a loss of $(0.6) million on revenues of $314.4 million. The $13.4 million increase in income from operations in the second half of 2003, when compared with the first half of the year, illustrates the progress the Company has made in streamlining the organization through cost reductions and productivity improvements.

 

Clean Harbors reported fourth-quarter revenues of $145.5 million versus $153.3 million in the fourth quarter of 2002. Revenues for the fourth-quarter were impacted by a $3.6 million sequential increase in deferred revenues, which the Company expects to record over the next several quarters. Income from operations was $6.3 million in the fourth quarter of 2003 versus $11.8 million in fourth quarter of 2002. Net loss was $(10.8) million, or $(0.84) per diluted share, in the fourth quarter of 2003 versus net income of $4.9 million, or $0.29 per diluted share, in the year-earlier quarter. Net loss in the fourth quarter of 2003 included a $9.6 million non-cash charge associated with the embedded derivative on the Company’s preferred stock.

 

Financial Review

 

“The fourth quarter marked our first full fiscal year since Clean Harbors’ acquisition of CSD,” said Alan S. McKim, chairman and chief executive officer. “We have substantially increased the Company’s size, while also improving our position in geographic markets and industry segments where we see real opportunities for growth. Operationally, the post-merger integration has gone well, particularly in the second half of 2003. Our combined organization is focused in a consistent direction, and investments in our systems and processes have lowered our expenses and improved our operating leverage. Although seasonal fourth-quarter revenues were down slightly from the sequential third-quarter, income from operations was relatively flat. The Company’s more streamlined cost structure has positioned us to become profitable at lower revenue rates on a go forward basis.”

 

[CLEAN HARBORS LOGO APPEARS HERE]

1501 Washington Street • PO Box 859048 • Braintree, Massachusetts 02185-9048 • 800.282.0058 • www.cleanharbors.com


Press Release

 


Clean Harbors Announces 2003 Financial Results


 

“For the year, we were successful in applying our expertise in managing site remediation to a number of ongoing remediation and environmental projects, which reduced our total 2003 environmental expenditures to $8 million – less than half of our initial estimates,” said McKim. “We also made progress toward our goal of bringing all of our U.S. facilities into regulatory compliance with the new federal MACT standards in advance of the September 2004 deadline. As part of this effort, we have nearly completed an upgrade of more than $20 million at our incineration facility in Deer Park, Texas. Our improved cash flow from operations enabled us to make this and other capital investments without increasing our debt borrowings in the fourth quarter of 2003.”

 

Non-GAAP Fourth-Quarter and Year-End Results

 

The Company reported EBITDA for the fourth quarter of 2003 of $15.9 million compared with EBITDA of $19.5 million in the fourth quarter of 2002. EBITDA was $50.7 million in 2003 versus $36.4 million in 2002.

 

Clean Harbors reports EBITDA results, which are non-GAAP, as a complement to results provided in accordance with accounting principles generally accepted in the United States (GAAP) and believes that such information provides an additional measurement of the Company’s performance. The Company defines EBITDA in accordance with its outstanding loan agreements, as described in the following reconciliation showing the differences between reported income (loss) and EBITDA for the each quarter in 2003, the fourth-quarter of 2002 and years ended December 31, 2003 and December 31, 2002 (in thousands):

 

     For the three months ended

 
     December 31,
2003


    September 30,
2003


    June 30,
2003


    March 31,
2003


    December 31,
2002


 

Net income (loss)

   $ (10,762 )   $ 7,418     $ (6,799 )   $ (7,202 )   $ 4,942  

Cumulative effect of change in accounting principle

     —         —         —         66       —    

Accretion of environmental liabilities

     2,853       2,745       2,783       2,733       1,199  

Depreciation and amortization

     6,608       6,787       6,439       6,648       5,764  

Interest expense, net

     6,187       6,048       5,979       5,510       5,390  

Provision for income taxes

     1,326       1,746       1,262       988       1,616  

Non-recurring severance charges

     88       627       265       109       —    

Restructuring charges

     —         —         —         (124 )     —    

Other acquisition costs

     —         —         —         —         669  

Change in value of embedded derivative

     9,573       (8,748 )     (429 )     (17 )     (129 )
    


 


 


 


 


EBITDA

   $ 15,873     $ 16,623     $ 9,500     $ 8,711     $ 19,451  
    


 


 


 


 


 

[CLEAN HARBORS LOGO APPEARS HERE]

1501 Washington Street • PO Box 859048 • Braintree, Massachusetts 02185-9048 • 800.282.0058 • www.cleanharbors.com


Press Release

 


Clean Harbors Announces 2003 Financial Results


 

     For the full year ended

 
    

December 31,

2003


    December 31,
2002


 

Net loss

   $ (17,345 )   $ (28,191 )

Cumulative effect of change in accounting principle

     66       —    

Accretion of environmental liabilities

     11,114       1,199  

Depreciation and amortization

     26,482       15,508  

Interest expense, net

     23,724       13,414  

Provision for income taxes

     5,322       3,787  

Non-recurring severance charges

     1,089       —    

Restructuring charges

     (124 )     750  

Other acquisition costs

     —         5,406  

Change in value of embedded derivative

     379       (129 )

Loss on early extinguishment of debt

     —         24,658  
    


 


EBITDA

   $ 50,707     $ 36,402  
    


 


 

Business Outlook

 

“We are focused on achieving four main priorities for Clean Harbors in 2004: growing our top line, refinancing our debt, continuing to lower our cost structure through increased efficiencies, and minimizing spending associated with environmental liabilities,” said McKim.

 

“The CSD acquisition positions Clean Harbors as a major player in North America and presents us with significant revenue growth prospects,” said McKim. “We plan to be aggressive in capturing this opportunity. Our growth initiatives for 2004 include the expansion of our field services and industrial services business within the Company’s new geographies. We have been successful in recent years in developing new business in specific vertical markets. We expect to focus on these same verticals in our new geographic markets, as well as in some of our traditional service regions. Our sales, marketing and operations teams are working together to win business from companies in these targeted industries.”

 

“At the appropriate time in 2004, we will look to refinance our current capital structure at a more attractive cost,” said McKim. “Timing will be based on the success of the Company’s sales growth and cost reduction initiatives. In addition, we will continue to pursue technologically based solutions to reduce SG&A expense. We also plan to use technology to enhance utilization at our landfill facilities, and to continue internalizing the majority of our waste streams. Another objective is to continue our success in managing environmental liabilities and reducing the Company’s environmental expenditures.”

 

[CLEAN HARBORS LOGO APPEARS HERE]

1501 Washington Street • PO Box 859048 • Braintree, Massachusetts 02185-9048 • 800.282.0058 • www.cleanharbors.com


Press Release

 


Clean Harbors Announces 2003 Financial Results


 

“The progress we made in 2003 was often difficult to achieve, requiring sacrifice and hard work from everyone in the Clean Harbors organization,” said McKim. “Having expanded our customer relationships, reduced our cost structure and streamlined our organization, we expect to produce further EBITDA growth for Clean Harbors in 2004.”

 

McKim concluded, “Looking at the top-line, it will take some time to generate momentum in 2004. For the first quarter, we expect revenues to be approximately flat on a year-over-year basis. Historically, the first quarter is our slowest, due in large part to weather-related issues, and we expect to see a similar seasonal pattern in 2004.”

 

Conference Call Information

 

Clean Harbors will conduct a conference call for investors to discuss the information contained in this news release today, Monday, March 15, 2004 at 9:00 a.m. (ET). Investors who want to hear a webcast of the call should log onto http://www.cleanharbors.com and select “Investor Relations.” A replay of the call will be available on the investor relations section of http://www.cleanharbors.com.

 

About Clean Harbors, Inc.

 

Clean Harbors, Inc. is North America’s leading provider of environmental and hazardous waste management services. With an unmatched infrastructure of 48 waste management facilities, including nine landfills, five incineration locations and seven wastewater treatment centers, the Company provides essential services to more than 30,000 customers, comprising a majority of the Fortune 500, thousands of smaller private entities and numerous governmental agencies. Headquartered in Braintree, Massachusetts, Clean Harbors has more than 100 locations strategically positioned throughout North America in 36 U.S. states, six Canadian provinces, 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, and involve risks and uncertainties. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements.

 

    A variety of factors beyond the control of the Company affect the Company’s performance, including, but not limited to:

 

[CLEAN HARBORS LOGO APPEARS HERE]

1501 Washington Street • PO Box 859048 • Braintree, Massachusetts 02185-9048 • 800.282.0058 • www.cleanharbors.com


Press Release

 


Clean Harbors Announces 2003 Financial Results


 

    The effects of general economic conditions in the United States, Canada and other territories and countries where the Company does business;

 

    The effect of economic forces and competition in specific marketplaces where the Company competes;

 

    The possible impact of new regulations or laws pertaining to all activities of the Company’s operations;

 

    The outcome of litigation or threatened litigation or regulatory actions;

 

    The effect of commodity pricing on overall revenues and profitability;

 

    The effects of the embedded derivative of the Company’s preferred stock on earnings per share;

 

    Possible fluctuations in quarterly or annual results or adverse impacts on the Company’s results caused by the adoption or implementation of new accounting standards or interpretations or regulatory rules and regulations;

 

    The effect of weather conditions or other aspects of the forces of nature on field or facility operations;

 

    The effects of industry trends in the environmental services and waste handling marketplace;

 

    The effects of conditions in the financial services industry on the availability of capital and financing;

 

    The Company’s ability to successfully complete the integration of the CSD acquisition which became effective in September 2002 and to manage the significant environmental liabilities which it assumed in connection with that acquisition;

 

    The availability and costs of liability insurance and financial assurances required by governmental entities relating to our facilities.

 

Any of the above factors and numerous others not listed nor foreseen may adversely impact the Company’s financial performance. Additional information on the potential factors that could affect the Company’s actual results of operations is included in its filings with the Securities and Exchange Commission, including but not limited to its Form 10-Q for the quarter ended September 30, 2003 and its Annual Report on Form 10-K, in its entirety and specifically Item 7, for the fiscal year ended December 31, 2003 which will be filed with the SEC on March 15, 2004.

 

Contacts:

Mark Burgess

Executive Vice President of Administration

and Chief Financial Officer

Clean Harbors, Inc.

781-849-1800

InvestorRelations@cleanharbors.com

 

Financial statements follow . . .

 

Tim Bonang

Account Executive

Sharon Merrill Associates

(617) 542-5300

tbonang@investorrelations.com

 

[CLEAN HARBORS LOGO APPEARS HERE]

1501 Washington Street • PO Box 859048 • Braintree, Massachusetts 02185-9048 • 800.282.0058 • www.cleanharbors.com


Press Release

 


Clean Harbors Announces 2003 Financial Results


 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(in thousands except per share amounts)

 

    

Years Ended

December 31,


   

Quarters Ended

December 31,


 
     2003

    2002

    2003

    2002

 

Revenues

   $ 610,969     $ 350,133     $ 145,544     $ 153,344  

Cost of revenues

     453,206       252,213       106,108       109,164  

Selling, general and administrative expenses

     108,145       61,518       23,651       24,729  

Accretion of environmental liabilities

     11,114       1,199       2,853       1,199  

Depreciation and amortization

     26,482       15,508       6,608       5,764  

Restructuring

     (124 )     750       —         —    

Other acquisition costs

     —         5,406       —         669  
    


 


 


 


Income from operations

     12,146       13,539       6,324       11,819  

Other income (expense)

     (379 )     129       (9,573 )     129  

Loss on early extinguishment of debt

     —         (24,658 )     —         —    

Interest expense, net

     (23,724 )     (13,414 )     (6,187 )     (5,390 )
    


 


 


 


Income (loss) before provision for income taxes and cumulative effect of change in accounting principle

     (11,957 )     (24,404 )     (9,436 )     6,558  

Provision for income taxes

     5,322       3,787       1,326       1,616  
    


 


 


 


Income (loss) before cumulative effect of change in accounting principle

     (17,279 )     (28,191 )     (10,762 )     4,942  

Cumulative effect of change in accounting principle, net of taxes

     66       —         —         —    
    


 


 


 


Net income (loss)

     (17,345 )     (28,191 )     (10,762 )     4,942  

Dividends and accretion on preferred stock

     3,287       1,291       841       867  
    


 


 


 


Net income (loss) attributable to common shareholders

   $ (20,632 )   $ (29,482 )   $ (11,603 )   $ 4,075  
    


 


 


 


Basic earnings (loss) per share:

                                

Income (loss) before cumulative effect of change in accounting principle

   $ (1.52 )   $ (2.42 )   $ (0.84 )   $ 0.34  

Cumulative effect of change in accounting principle, net of tax

     —         —         —         —    
    


 


 


 


Basic earnings (loss) attributable to common shareholders

   $ (1.52 )   $ (2.42 )   $ (0.84 )   $ 0.34  
    


 


 


 


Diluted earnings (loss) per share:

                                

Income (loss) before cumulative effect of change in accounting principle

   $ (1.52 )   $ (2.42 )   $ (0.84 )   $ 0.29  

Cumulative effect of change in accounting principle, net of tax

     —         —         —         —    
    


 


 


 


Diluted earnings (loss) attributable to common shareholders

   $ (1.52 )   $ (2.42 )   $ (0.84 )   $ 0.29  
    


 


 


 


Weighted average common shares outstanding

     13,553       12,189       13,881       12,083  
    


 


 


 


Weighted average common shares outstanding plus potentially dilutive common shares

     13,553       12,189       13,881       16,913  
    


 


 


 


 

[CLEAN HARBORS LOGO APPEARS HERE]

1501 Washington Street • PO Box 859048 • Braintree, Massachusetts 02185-9048 • 800.282.0058 • www.cleanharbors.com


Press Release

 


Clean Harbors Announces 2003 Financial Results


 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

(dollars in thousands)

 

     As of December 31,

     2003

   2002

Current assets:

             

Cash and cash equivalents

   $ 6,331    $ 13,682

Accounts receivable, net of allowance for doubtful accounts of $3,572 and $2,388, respectively

     114,429      125,626

Due from Safety-Kleen

     —        15,261

Unbilled accounts receivable

     9,476      13,556

Deferred costs

     5,395      4,430

Prepaid expenses

     8,582      8,438

Supplies inventories

     9,018      9,629

Deferred tax asset

     178      —  

Properties held for sale

     12,690      —  
    

  

Total current assets

     166,099      190,622
    

  

Property, plant and equipment, net

     166,542      181,674
    

  

Other assets:

             

Restricted cash

     88,817      60,509

Deferred financing costs

     6,297      7,036

Goodwill

     19,032      19,032

Permits and other intangibles, net

     79,811      95,694

Deferred tax asset

     6,594      —  

Other

     6,967      5,123
    

  

       207,518      187,394
    

  

Total assets

   $ 540,159    $ 559,690
    

  

 

[CLEAN HARBORS LOGO APPEARS HERE]

1501 Washington Street • PO Box 859048 • Braintree, Massachusetts 02185-9048 • 800.282.0058 • www.cleanharbors.com


Press Release

 


Clean Harbors Announces 2003 Financial Results


 

CONSOLIDATED BALANCE SHEETS

 

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

 

(dollars in thousands)

 

     As of December 31,

     2003

   2002

Current liabilities:

             

Uncashed checks

   $ 5,983    $ 7,233

Revolving credit facility

     35,291      17,709

Current portion of capital lease obligations

     1,207      396

Accounts payable

     60,611      56,360

Accrued disposal costs

     2,021      1,998

Deferred revenue

     22,799      24,273

Other accrued expenses

     32,240      33,863

Current portion of environmental liabilities

     21,282      22,331

Income taxes payable

     2,623      1,560
    

  

Total current liabilities

     184,057      165,723
    

  

Other liabilities:

             

Environmental liabilities, less current portion

     161,849      182,280

Long-term obligations, less current maturities

     147,209      155,000

Capital lease obligations, less current portion

     3,412      1,245

Deferred tax liability

     —        3,330

Other long-term liabilities

     18,055      16,194

Accrued pension cost

     633      593
    

  

Total other liabilities

     331,158      358,642
    

  

Commitments and contingent liabilities

             

Redeemable Series C Convertible Preferred Stock, $.01 par value: Authorized 25,000 shares;
Issued and outstanding 25,000 shares (liquidation preference of $26.1 million), net of issuance costs and fair value of embedded derivative

     15,631      13,543

Stockholders’ equity

     9,313      21,782
    

  

Total liabilities, redeemable convertible preferred stock and stockholders’ equity

   $ 540,159    $ 559,690
    

  

 

[CLEAN HARBORS LOGO APPEARS HERE]

1501 Washington Street • PO Box 859048 • Braintree, Massachusetts 02185-9048 • 800.282.0058 • www.cleanharbors.com