Add
CLH to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| CLH > SEC Filings for CLH > Form 8-K on 4-Jan-2013 | All Recent SEC Filings |
4-Jan-2013
Completion of Acquisition or Disposition of Assets, Financial Statements and Ex
On December 28, 2012, Clean Harbors, Inc. ("Clean Harbors") completed its previously announced proposed acquisition of Safety-Kleen, Inc. ("Safety-Kleen") through a merger of CH Merger Sub, Inc., a wholly-owned subsidiary of Clean Harbors, into Safety-Kleen, with Safety-Kleen surviving such merger as a wholly-owned subsidiary of Clean Harbors. Safety-Kleen, a Delaware corporation headquartered in Richardson, Texas, is a leading provider of parts cleaning and environmental services and the largest re-refiner and recycler of used oil in North America. The acquisition was completed in accordance with the Agreement and Plan of Merger dated as of October 26, 2012 (the "Merger Agreement") among Safety-Kleen, Clean Harbors and Merger Sub, which was an exhibit to Clean Harbors' Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 31, 2012, and which is incorporated into this report by reference.
Under the Merger Agreement, Clean Harbors paid an all-cash purchase price for Safety-Kleen of approximately $1.25 billion, plus an adjustment of $7.3 million for the amount by which Safety-Kleen's working capital (excluding cash) on the closing date exceeded $50.0 million as of December 28, 2012. Clean Harbors financed such purchase through a combination of $300 million of existing cash, $368 million in net proceeds from Clean Harbors' recently completed public offering of 6.9 million shares of Clean Harbors common stock, and $589 million in net proceeds from Clean Harbors' recently completed private debt offering of $600 million of 5.125% senior unsecured notes due 2021.
PAGE
(a) Financial Statements of Business Acquired
SAFETY-KLEEN, INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm 3
Consolidated Balance Sheets as of December 25, 2010 and December 31,
2011 4
Consolidated Statements of Operations for the fiscal years ended
December 26, 2009, December 25, 2010 and December 31, 2011 5
Consolidated Statements of Comprehensive Income (Loss) for the fiscal
years ended December 26, 2009, December 25, 2010 and December 31, 2011 6
Consolidated Statements of Cash Flows for the fiscal years ended
December 26, 2009, December 25, 2010 and December 31, 2011 7
Consolidated Statements of Stockholders Equity for the fiscal years
ended December 26, 2009, December 25, 2010 and December 31, 2011 8
|
The Board of Directors and Stockholders
Safety-Kleen, Inc.:
We have audited the accompanying consolidated balance sheets of Safety-Kleen, Inc. and subsidiaries as of December 25, 2010 and December 31, 2011, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Safety-Kleen, Inc. and subsidiaries as of December 25, 2010 and December 31, 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Dallas, Texas
August 14, 2012
SAFETY-KLEEN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 25, 2010 AND DECEMBER 31, 2011
(Amounts in thousands, except for par value amount)
2010 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 23,651 $ 75,799
Accounts receivable - net 136,606 138,428
Inventories and supplies - net 61,102 90,852
Deferred income taxes 2,000 11,020
Other current assets 19,733 21,294
Total current assets 243,092 337,393
PROPERTY, PLANT AND EQUIPMENT - net 295,655 301,588
GOODWILL 36,787 36,787
OTHER INTANGIBLE ASSETS - net 86,251 85,565
DEFERRED INCOME TAXES 1,468 78,302
OTHER ASSETS 4,819 3,382
TOTAL ASSETS $ 668,072 $ 843,017
|
LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 65,610 $ 79,836 Current portion of environmental liabilities 6,437 6,596 Income taxes payable 4,699 6,494 Deferred revenue 25,343 29,463 Accrued salaries and benefits 24,069 30,686 Accrued other liabilities 53,664 77,062 Current portion of long-term debt 2,300 2,300 Total current liabilities 182,122 232,437 ENVIRONMENTAL LIABILITIES 49,456 54,592 LONG-TERM DEBT - net of current portion 218,500 216,200 DEFERRED INCOME TAXES 9,959 - OTHER LONG-TERM LIABILITIES 25,791 26,990 Total liabilities 485,828 530,219 COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS (see Note 12) STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value - 10,000 shares authorized; none issued and outstanding - - Common stock, $.01 par value - 150,000 shares authorized; 52,875 and 51,229 shares issued and 51,174 and 51,229 outstanding as of December 25, 2010 and December 31, 2011, respectively 529 512 Additional paid-in capital 456,152 439,737 Accumulated other comprehensive income 5,965 4,727 Accumulated deficit (267,646 ) (132,178 ) Treasury stock, at cost, 1,701 and 0 shares as of December 25, 2010 and December 31, 2011, respectively (12,756 ) - Total stockholders' equity 182,244 312,798 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 668,072 $ 843,017 |
See accompanying notes to consolidated financial statements.
SAFETY-KLEEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 26, 2009, DECEMBER 25, 2010 AND DECEMBER 31, 2011
(Amounts in thousands except per share data)
2009 2010 2011
REVENUES:
Product revenues $ 420,242 $ 512,755 $ 708,151
Service revenues 567,744 561,377 576,120
TOTAL REVENUES 987,986 1,074,132 1,284,271
EXPENSES:
Operating (exclusive of depreciation and
amortization shown separately) 875,305 892,908 1,076,348
General and administrative 69,561 76,700 73,842
Depreciation and amortization 70,992 71,689 66,808
Interest expense 14,701 10,841 10,321
Other expenses - net 1,719 5,305 5,925
TOTAL EXPENSES 1,032,278 1,057,443 1,233,244
INCOME (LOSS) BEFORE INCOME TAXES (44,292 ) 16,689 51,027
INCOME TAX BENEFIT 1,236 7,650 84,441
NET INCOME (LOSS) $ (43,056 ) $ 24,339 $ 135,468
Income (loss) per common share:
Basic $ (0.84 ) $ 0.47 $ 2.61
Diluted $ (0.84 ) $ 0.46 $ 2.55
Weighted average common shares outstanding:
Basic 51,070 51,592 51,876
Diluted 51,070 52,950 53,064
|
See accompanying notes to consolidated financial statements.
SAFETY-KLEEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 26, 2009, DECEMBER 25, 2010, AND DECEMBER 31, 2011
(Amounts in thousands)
2009 2010 2011
NET INCOME (LOSS) $ (43,056 ) $ 24,339 $ 135,468
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation adjustments 1,878 1,284 (1,238 )
Unrealized loss on marketable securities (3 ) - -
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES $ (41,181 ) $ 25,623 $ 134,230
|
See accompanying notes to consolidated financial statements.
SAFETY-KLEEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 26, 2009, DECEMBER 25, 2010 AND DECEMBER 31, 2011
(Amounts in thousands)
2009 2010 2011
OPERATING ACTIVITIES:
Net income (loss) $ (43,056 ) $ 24,339 $ 135,468
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Amortization of debt issuance costs 865 964 997
Depreciation and amortization 70,992 71,689 66,808
Provision for uncollectible accounts - net 6,200 5,344 4,985
Loss on disposal of property, plant and equipment 4,162 5,704 6,647
Loss on purchase of assets held under capital leases 2,847 - -
Stock-based compensation 874 1,479 11,564
Deferred income taxes 2,359 746 (95,888 )
Loss (gain) on derivative instrument (532 ) (2,639 ) 1,085
Gain on foreign currency (2,781 ) (236 ) (101 )
Changes in operating assets and liabilities:
Accounts receivable - net 10,706 (21,270 ) (7,899 )
Inventories and supplies 24,500 (3,195 ) (29,981 )
Accounts payable 10,351 (10,496 ) 10,327
Income taxes (5,465 ) (7,761 ) 2,904
Accrued salaries and benefits (11,488 ) 7,615 6,652
Environmental liabilities (688 ) (99 ) 5,447
Other assets and liabilities 10,732 (10,701 ) 11,599
Net cash provided by operating activities 80,578 61,483 130,614
INVESTING ACTIVITIES:
Purchases of property, plant and equipment and
intangible assets (44,463 ) (44,206 ) (75,900 )
Business acquisitions (25,765 ) - -
Proceeds from sales of property, plant and equipment 3,304 1,835 623
Other 325 - -
Net cash used in investing activities (66,599 ) (42,371 ) (75,277 )
FINANCING ACTIVITIES:
Repayment of term loan (2,875 ) (1,725 ) (2,300 )
Payment of debt issuance costs - (481 ) -
Repayments of capital lease obligations (40,328 ) - -
Exercise of stock options 1,401 6,894 391
Common stock repurchase - (12,756 ) (1,080 )
Other (1,925 ) (922 ) -
Net cash used in financing activities (43,727 ) (8,990 ) (2,989 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS (211 ) 5 (200 )
NET CHANGE IN CASH AND CASH EQUIVALENTS (29,959 ) 10,127 52,148
CASH AND CASH EQUIVALENTS - Beginning of year 43,483 13,524 23,651
CASH AND CASH EQUIVALENTS - End of year $ 13,524 $ 23,651 $ 75,799
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 15,386 $ 12,292 $ 9,976
Income taxes paid $ 3,187 $ 1,013 $ 8,596
Non-cash items:
Property, plant and equipment acquired under capital
leases or included in accounts payable $ 615 $ 1,536 $ 5,262
|
See accompanying notes to consolidated financial statements.
SAFETY-KLEEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 26, 2009, DECEMBER 25, 2010 AND DECEMBER 31, 2011
(Amounts in thousands)
Accumulated
Additional Other
Common Paid-In Comprehensive Accumulated Treasury
Stock Capital Income Deficit Stock Total
BALANCE -
December 27,
2008 $ 503 $ 445,530 $ 2,806 $ (248,929 ) $ - $ 199,910
Comprehensive
income (loss):
Net loss - - - (43,056 ) - (43,056 )
Other
comprehensive
income:
Foreign
currency
translation
adjustments - - 1,878 - - 1,878
Unrealized
losses on
marketable
securities - - (3 ) - - (3 )
Total
comprehensive
income (loss) - - 1,875 (43,056 ) - (41,181 )
Stock-based
compensation -
stock options - 874 - - - 874
Exercise of
stock options 4 1,397 - - - 1,401
BALANCE -
December 26,
2009 507 447,801 4,681 (291,985 ) - 161,004
Comprehensive
income:
Net income - - - 24,339 - 24,339
Other
comprehensive
income:
Foreign
currency
translation
adjustments - - 1,284 - - 1,284
Total
comprehensive
income - - 1,284 24,339 - 25,623
Stock-based
compensation -
stock options - 656 - - - 656
Exercise of
stock options 22 6,872 - - - 6,894
Common stock
repurchase - - - - (12,756 ) (12,756 )
Other - 823 - - - 823
BALANCE -
December 25,
2010 529 456,152 5,965 (267,646 ) (12,756 ) 182,244
Comprehensive
(loss) income:
Net income - - - 135,468 - 135,468
Other
comprehensive
(loss) income:
Foreign
currency
translation
adjustments - - (1,238 ) - - (1,238 )
Total
comprehensive
(loss) income - - (1,238 ) 135,468 - 134,230
Stock-based
compensation -
stock options - 509 - - - 509
Exercise of
stock options 1 390 - - - 391
Common stock
repurchase - - - - (1,080 ) (1,080 )
Cancellation
of treasury
stock (18 ) (13,818 ) - - 13,836 -
Change in
stock option
accounting - (3,496 ) - - - (3,496 )
BALANCE -
December 31,
2011 $ 512 $ 439,737 $ 4,727 $ (132,178 ) $ - $ 312,798
|
|
|