8-K

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 Drive	Norwell	MA	02061-9149
(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 class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	CLH	New York Stock Exchange

Item 7.01    Regulation FD Disclosure

During the first quarter of 2021, the Company reorganized its Safety-Kleen business. The collection services for waste oil, used oil filters, antifreeze and related items and bulk blended oil sales operations were combined with the Safety-Kleen Oil business to form the Safety-Kleen Sustainability Solutions business. Under this structure, Safety-Kleen Sustainability Solutions will encompass both sides of the spread the Company manages in its re-refinery business, and the Company expects this change to drive additional growth in its sustainable lubricant products and related services.

Concurrently with this change, the Company consolidated the Safety-Kleen branches' core offerings, including containerized waste, parts washer and vacuum services, into the legacy Clean Harbors Environmental Services sales and service operations. The Company expects this change to foster enhanced cross-selling opportunities within the environmental businesses and increase market presence with small quantity generators of hazardous waste.

In restructuring the operations of the Company in this manner, the information that the chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed to conform to this new operating structure of the business. The Company reevaluated the identification of its operating segments, in accordance with ASC 280, Segment Reporting, and concluded that Environmental Services and Safety-Kleen Sustainability Solutions are the Company's operating segments and reportable segments starting in the first quarter of 2021, with the operations not managed through the Company's operating segments described above continuing to be recorded as Corporate Items.

The primary financial measure by which the Company evaluates the performance of its segments is "Adjusted EBITDA" which consists of net income plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, net interest expense, loss on early extinguishment of debt, provision for income taxes and excludes other gains, losses or non-cash charges not deemed representative of fundamental segment results and other (income) expense, net.

Exhibit 99.1 to this report on Form 8-K provides an unaudited recast summary of the Company’s historical reportable segment level operating results for the four fiscal quarters and full year ended December 31, 2020 and full year ended December 31, 2019. The information contained in this report and attached Exhibit 99.1 is being furnished pursuant to Regulation FD in order to provide the financial community with summary financial information and historical data that is on a basis consistent with how we report current financial information.

The recasting of previously issued financial information in attached Exhibit 99.1 does not represent a restatement of previously-issued financial statements and does not affect our reported net income, earnings per share, total assets, or stockholders’ equity for any of the previously reported periods.

The information furnished in Item 7.01, including attached Exhibit 99.1, shall not be deemed “filed” for any purpose, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. This report shall not be deemed an admission as to the materiality of any information in this report and attached Exhibit 99.1 that is provided in connection with Regulation FD.

Item 9.01    Financial Statements and Exhibits.

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

99.1	Full Year 2020 by Quarter and Full Year 2019 Unaudited Segment Information
104	The 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

EX-99.1

EXHIBIT 99.1

Full Year 2020 by Quarter and Full Year 2019 Unaudited Segment Information

The following table sets forth certain financial information associated with our results of operations (unaudited, in thousands):

	Summary of Operations
	For the Three Months Ended								For the Twelve Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		December 31, 2020		December 31, 2019
Direct Revenues(1):
Environmental Services	$	705,192	$	612,594	$	650,560	$	667,555	$	2,635,901	$	2,795,994
Safety-Kleen Sustainability Solutions	153,281		97,350		128,712		128,563		507,906		615,060
Corporate Items	90		56		72		72		290		1,136
Total	858,563		710,000		779,344		796,190		3,144,097		3,412,190
Cost of Revenues(2):
Environmental Services	491,121		385,113		416,539		446,342		1,739,115		1,934,556
Safety-Kleen Sustainability Solutions	113,828		76,318		87,924		96,802		374,872		430,746
Corporate Items	1,717		9,250		7,166		5,631		23,764		22,517
Total	606,666		470,681		511,629		548,775		2,137,751		2,387,819
Selling, General and Administrative Expenses:
Environmental Services	68,213		51,240		54,019		57,396		230,868		261,025
Safety-Kleen Sustainability Solutions	15,249		12,601		11,175		10,795		49,820		56,065
Corporate Items	45,845		39,998		41,350		43,163		170,356		166,964
Total	129,307		103,839		106,544		111,354		451,044		484,054
Adjusted EBITDA
Environmental Services	145,858		176,241		180,002		163,817		665,918		600,413
Safety-Kleen Sustainability Solutions	24,204		8,431		29,613		20,966		83,214		128,249
Corporate Items	(44,181)		(46,406)		(41,782)		(42,959)		(175,328)		(170,529)
Total	$	125,881	$	138,266	$	167,833	$	141,824	$	573,804	$	558,133

___________________________________

(1) Direct revenue is revenue allocated to the segment performing the provided service.

(2) Cost of revenue is shown exclusive of items presented separately on the consolidated statements of operations, which consist of (i) accretion of environmental liabilities and (ii) depreciation and amortization.

    The following is a reconciliation of net income to Adjusted EBITDA (unaudited, in thousands):

	For the Three Months Ended								For the Twelve Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		December 31, 2020		December 31, 2019
Net income	$	11,572	$	29,023	$	54,910	$	39,332	$	134,837	$	97,740
Accretion of environmental liabilities	2,561		2,766		2,822		2,902		11,051		10,136
Stock-based compensation	3,291		2,786		6,662		5,763		18,502		17,816
Depreciation and amortization	74,533		72,494		74,470		71,418		292,915		300,725
Other expense (income), net	2,365		500		(2,268)		(307)		290		(2,897)
Loss on early extinguishment of debt	—		—		—		—		—		6,131
Loss (gain) on sale of businesses	3,074		184		118		—		3,376		(687)
Interest expense, net of interest income	18,787		18,654		17,407		18,272		73,120		78,670
Provision for income taxes	9,698		11,859		13,712		4,444		39,713		50,499
Adjusted EBITDA	$	125,881	$	138,266	$	167,833	$	141,824	$	573,804	$	558,133

XML

Cover	May 05, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 05, 2021
Entity Registrant Name	CLEAN HARBORS, INC
Entity Central Index Key	0000822818
Amendment Flag	false
Entity Incorporation, State or Country Code	MA
Entity File Number	001-34223
Entity Tax Identification Number	04-2997780
Entity Address, Address Line One	42 Longwater Drive
Entity Address, City or Town	Norwell
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02061-9149
City Area Code	781
Local Phone Number	792-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CLH
Security Exchange Name	NYSE