HERITAGE-CRYSTAL CLEAN, INC. 2019 ANNUAL REPORT
1999
2019
twenty years of growth, service and excellence
The corporate office
is moved to its current
location in Elgin, IL.
On March 12, 2008
Heritage-Crystal Clean,
Inc. completed a successful
initial public offering
and began listing its stock
on the NASDAQ stock
exchange under the
symbol, HCCI.
Revenues exceed $100M.
$16.6M sales
2000
2007
2008
The parent of Heritage
Environmental Services and
Founder, Joe Chalhoub
and other key managers,
formed Heritage-Crystal
Clean, LLC.
1999
DEAR SHAREHOLDER
STRONG FOUNDATION
The beginning of a decade is a good
time to reflect on the work performed and
milestones reached as well as the progress
that has been made year after year. This
past year marked a historic milestone for
Heritage-Crystal Clean as we celebrated our
20th year in business. It also marked our best
year yet, reaching $444.4 million in revenue,
an increase of 8% from fiscal year 2018.
Our growth in 2019 is another milestone our
motivated team of dedicated professionals has
achieved in the past 20 years. On this special
anniversary we take the time to reflect where
we started as a company and how we have
evolved to continue creating long-term value
for our customers, and shareholders since
the day we first opened our doors.
Looking at our past, it is evident that Heritage-
Crystal Clean has experienced tremendous growth
throughout its history. This growth has been fueled
by a passion to provide environmentally conscious
solutions that make a difference to our customers.
This passion, combined with the creativity and
dedication to personalize our service to best meet
the unique, individual needs of our customers is
the foundation that has guided us year after year
to continue achieving record performance. This
performance would not be possible without the
dedication of our employees to continually improve
all aspects of the company.
I am especially proud of the focus our team has
brought to our safety practices over the past several
years. We have measurably improved safety each
year, and in 2019 we had a culture shift that recognizes
the positive impacts safety has on our operating
and financial performance.
The continual improvement driven by our team
has led to a record year across all divisions and we
are confident these changes will keep our future
bright. Our Environmental Services and Oil Business
segments have continued to grow and reached a
Patent no. 7484515 is
granted on HCC's
combination parts washers.
Mirachem, a leading
provider of water-based
cleaning products, is
acquired.
The purchases of RFTI
and RTI add antifreeze
recycling and production
capabilities.
In January, full operation
of the new state-of-the-art
oil re-refinery begins, in
Indianapolis, IN.
$112.1 M sales
2009
2010
2012
2013
full year revenue of $302.5 million and $141.9 million
respectively. By any measure, this was a great year
and sets us up for success in the coming years as we
continue to grow our market share.
BRIGHT FUTURE
We will be focusing on several priorities this year
that will continue to drive this growth and increase
profitability into the future.
• We will finish and roll out a customer portal, which
will provide real time access to key documents
helping our customers more efficiently access
shipping papers and transaction history, increasing
the efficiency of work.
• Our automotive program will be expanded to
include a targeted regional account program,
enabling us to increase market share and decrease
our reliance on other feedstock suppliers. We will
also expand our environmental cross selling
efforts into to the automotive sector.
• To increase our efficiency, a procurement system
will be implemented to automate several processes
and will provide enhanced internal controls and
valuable data on opportunities for cost savings
throughout the company.
CLOSING STOCK PRICE
Stock symbol HCCI
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FCC Environmental is
acquired, adding additional
route service business and
increased used oil feedstock
for an expanding re-refinery.
$350M sales
Founder and CEO,
Joe Chalhoub, retires.
Brian Recatto becomes
CEO and President.
$444.4M sales
Heritage-Crystal
Clean marks 20 years
of continued growth as
an environmental
services provider.
2014
2015
2017
2019
• We plan to add lab capabilities to our wastewater
plants to improve sample and approval velocity,
thereby increasing the efficiency of our process
and competitive advantage.
• Our team will evaluate our transportation
operations in several areas to save on costs and
improve efficiency, driving market share
improvement and route density in key areas.
• We will pursue several strategic acquisitions
to further increase our density and capabilities
in key markets.
These are just a few of the many priorities our
team has for the coming year. Looking forward,
I am confident our team will rise to the occasion
and deliver exceptional results in the coming years
amid any challenges. Year after year we have grown
due to the relentless energy of our employees
and our steadfast commitment to our customers.
Our continued focus on the health and safety of our
employees will result in improved operating results
for years to come. I am excited for what the future
holds for Heritage-Crystal Clean and I know our
strong foundations have set us up for success.
Thank you for your confidence,
Brian Recatto
President, Chief Executive Officer
and Shareholder
2019 FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x
o
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 28, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________to _________________
Commission File Number 001-33987
HERITAGE-CRYSTAL CLEAN, INC.
(Exact name of registrant as specified in its charter)
Delaware
State or other jurisdiction of
Incorporation
26-0351454
(I.R.S. Employer
Identification No.)
2175 Point Boulevard
Suite 375
Elgin, IL 60123
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (847) 836-5670
1
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of Class
Common Stock, $0.01 par value
Trading Symbol
HCCI
Name of each exchange on which registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company, or an emerging growth company.. See definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Non-accelerated filer o
Emerging growth Company o
Accelerated filer x
Smaller reporting 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
On June 14, 2019 (the last business day of the registrant's most recently completed second fiscal quarter), the
aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was
approximately $380.2 million, based on the closing price of such common stock as of that date on the NASDAQ
Global Select Market.
On February 27, 2020, there were outstanding 23,959,152 shares of Common Stock, $0.01 par value, of Heritage-
Crystal Clean, Inc.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference to the definitive proxy statement for the Company’s Annual Meeting of
Stockholders to be held on or about April 28, 2020, to be filed within 120 days of the registrant’s fiscal year ended
December 28, 2019.
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Table of Contents
PART I
ITEM 1. BUSINESS
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
ITEM 9 A. CONTROL AND PROCEDURES
ITEM 9 B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
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Disclosure Regarding Forward-Looking Statements
In addition to historical information, this annual report contains forward-looking statements that are based on current
management expectations and that involve substantial risks and uncertainties, which could cause actual results to differ
materially from the results expressed in, or implied by, these forward-looking statements. These statements can be identified by
the fact that they do not relate strictly to historical or current facts. They use words such as “aim,” “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will be,” “will continue,” “will likely result,”
“would,” and other words and terms of similar meaning in conjunction with a discussion of future or estimated operating or
financial performance. You should read statements that contain these words carefully, because they discuss our future
expectations, contain projections of our future results of operations or of our financial position, or state other “forward-looking”
information.
The factors listed under “Risk Factors,” as well as any cautionary language in this annual report, provide examples of risks,
uncertainties, and events that may cause our actual results to differ materially from the expectations or estimates we describe in
our forward-looking statements. Although we believe that our expectations are based on reasonable assumptions, actual results
may differ materially from those in the forward-looking statements as a result of various factors, including, but not limited to,
those described under the heading “Risk Factors” and elsewhere in this annual report.
Forward-looking statements speak only as of the date of this annual report. We do not have any intention, and do not
undertake, to update any forward-looking statements. As a result of these risks and uncertainties, readers are cautioned not to
place undue reliance on the forward-looking statements included in this annual report or that may be made elsewhere from time
to time by, or on behalf of, us. All forward-looking statements attributable to us are expressly qualified by these cautionary
statements.
PART I
ITEM 1. BUSINESS
Overview
Heritage-Crystal Clean, LLC (herein collectively referred to as “we,” “us,” “our,” "HCC" or “the Company”) is a wholly
owned subsidiary of Heritage-Crystal Clean, Inc. (herein referred to as "HCCI"). HCC provides full-service parts cleaning,
containerized waste management, used oil collection, vacuum truck services, antifreeze recycling, field services, and owns and
operates a used oil re-refinery. We believe that we are the second largest provider of full-service parts cleaning, hazardous and
non-hazardous waste services and used oil collection services to small and mid-sized customers in both the industrial and
vehicle maintenance sectors in North America, and we are the second largest used oil re-refiner by capacity in North America.
We operate our business through our Environmental Services and Oil Business segments.
Environmental Services Segment
Our Environmental Services segment consists of our full-service parts cleaning, containerized waste management, vacuum
truck, antifreeze, and field services. These services allow our customers to outsource their handling and disposal of parts
cleaning solvents as well as other hazardous and non-hazardous waste. Many of these substances are subject to extensive and
complex regulations, and mismanagement can result in citations, penalties, and substantial direct costs both to the service
provider and to the generator. We allow our customers to focus more on their core business and devote fewer resources to
industrial and hazardous waste management and its related administrative burdens.
We have adopted innovative approaches in our Environmental Services segment to minimize the regulatory burdens for our
customers and have made “ease of use” of our services and products a priority. Our company has pioneered a program whereby
our customers' used parts cleaning solvent may be excluded from the U.S. Environmental Protection Agency's ("EPA")
definition of hazardous waste. These two programs not only simplify the management of used solvent generated by our
customers, but also reduce the total volume of hazardous waste generated at many of our customers’ locations. This can allow
the customer to achieve a lower “generator status” with the EPA and thereby reduce their overall regulatory burden, including
reduced reporting obligations and inspections.
Our focus on providing ease of use for our customers is also part of our containerized waste management, vacuum services,
antifreeze services, and field services offerings. As part of our containerized waste and vacuum service programs, we assist our
customers in identifying and characterizing their regulated wastes as well as providing the proper labeling and shipping
documentation for their regulated materials. Our antifreeze recycling service offers our customers a fully-compliant method to
4
safely manage their used antifreeze while providing a high quality, environmentally friendly, remanufactured product which
allows them to further their sustainability goals. Similarly, our field services allow our customers to focus on their core business
activities while we manage non-core activities such as tank cleanings and spill clean-up.
Oil Business Segment
The Oil Business segment consists of used oil collection activities, re-refining activities, oil filter removal and disposal
services, and the sale of recycled fuel oil. Through our re-refining process, we recycle used oil into high quality lubricant base
oil and other products, and we are a supplier to firms that produce and market finished lubricants. We operate a used oil re-
refinery with an annual nameplate capacity of 75 million gallons. We are currently feeding the re-refinery with a combination
of used oil collected from our customers and used oil that we purchase from third parties.
Industry
We operate within markets for industrial and hazardous waste services in the U.S. and a portion of Ontario, Canada.
Specifically, we focus on the parts cleaning, containerized waste management, used oil collection and re-refining, vacuum truck
services, antifreeze recycling, and field services areas of the industrial and hazardous waste services markets mainly for small to
mid-sized establishments. These establishments have a need to remove grease and dirt from machine and engine parts and
include businesses involved in vehicle maintenance operations, such as car dealerships, automotive repair shops, and trucking
firms, as well as manufacturers, such as metal product fabricators and printers. These businesses also generate waste materials
such as used oil, waste paint, or antifreeze that generally cannot be legally discarded as municipal trash or poured down
standard drains.
Environmental Services Segment
Parts cleaning machines and the related cleaning chemicals and solutions are used by operators and maintenance personnel
in industrial plants and technicians in automotive service locations to clean dirty machine parts. Through use, the cleaning
chemicals and solutions become contaminated with oil, sediment or other contaminants and must be replaced regularly. This
replacement of used cleaning chemicals and solutions is subject to environmental regulations prohibiting disposal with
municipal trash or by pouring down drains. Vehicle maintenance facilities as well as small to medium sized industrial
businesses generate other regulated materials which may not be legally disposed of in the municipal trash or poured down
drains, such as used oil, waste paint, antifreeze, used oil filters, discarded fluorescent light tubes, spent batteries, etc. Because
the management of these wastes is subject to changing regulatory requirements, most businesses need specialized knowledge to
prepare required paperwork, maintain records, and ensure compliance with environmental laws. Large businesses, which
generate substantial volumes of industrial and hazardous wastes, may find it more efficient to employ highly trained employees
to manage these wastes. Small and mid-sized businesses that generate lesser quantities of waste often cannot justify such
personnel investments and typically prefer to outsource these services to providers that can assist them in their disposal of used
cleaning chemicals and solutions as well as other wastes subject to environmental regulations.
Oil Business Segment
Through our used oil collection services, we compete in the used oil collection market. Automotive shops generate used oil
as a result of performing oil changes on passenger cars and trucks. Industrial plants also generate used oil, often as a result of
changing lubricants used in heavy machinery. Environmental regulations prohibit the disposal of used oil into sewers or
landfills, so most commercial generators arrange to have their used oil picked up periodically by a used oil collector.
Since fiscal 2012, we have produced and sold lubricating base oil from our re-refinery. Most lubricating base oil is
produced at refineries that process crude oil, and lubricating base oil is just one of the many products of the refining process
along with gasoline, diesel fuel, jet fuel, asphalt, and other hydrocarbon products. Major refining companies such as Chevron,
ExxonMobil, and Motiva produce a significant share of the total U.S. base oil output. These refiners who produce base oil from
crude oil, typically set the market price for base oil and re-refiners such as HCC, who produce base oil from used oil, are price
takers. Some of the major refining companies use base oil to produce their own branded lubricant products and also sell some of
their produced material to other firms that focus on the blending and packaging of lubricants. The market price of base oil is
primarily driven by the market price of crude oil feedstock and the balance between the supply and demand for base oil.
As of December 28, 2019, we operated 12 oil processing operations. Certain locations remove excess water from the used
oil and separate oil from oily water mixtures using thermal treatment, gravity separation, and mechanical filtration. The finished
product from this process is called Recycled Fuel Oil ("RFO"). The RFO we produce is sold to industrial burners and used oil
5
processors, such as Vacuum Gas Oil ("VGO") producers and used oil re-refiners, or sold as a blend or cutter stock. We also
operate four commercial wastewater treatment operations that service our Environmental Services segment. These facilities
allow us to remove oil from wastewater, treat the wastewater, and then discharge it according to the standards in the applicable
discharge permits. Some of the oil removed in the wastewater treatment process may become RFO or be used as a feedstock for
our used oil re-refinery.
The Crystal Clean Solution
Through our network of 89 branches, as of December 28, 2019, we provided parts cleaning, used oil collection, industrial
waste removal, vacuum services, antifreeze recycling services, and field services to over 90,000 active customer locations.
Environmental Services Segment
During fiscal 2019, we performed more than 550,000 environmental services, of which over 306,000 were parts cleaning
services. We believe our services are highly attractive to our customers, who value features such as assistance in preparing
waste manifests and drum labels, regularly-scheduled service visits to check inventories and remove accumulated waste, and
minimizing the number of vendors they must deal with related to the management of these materials. Our focus is to meet the
service requirements of small and mid-sized clients, which we define as firms that generally spend less than $50,000 per year
on industrial and hazardous waste services. Small and mid-sized clients have needs that are often highly differentiated from the
needs of larger accounts. We believe that our company is structured to meet these particular needs. Revenues in our
Environmental Services segment accounted for 68% of our revenues for fiscal 2019 and are generated primarily from providing
parts cleaning services, industrial waste removal, and vacuum services for our clients.
Oil Business Segment
Through our used oil collection service, we collect the used oil generated by our customers when they replace used
lubricating oil in vehicles and machinery. Most customers store used oil they generate in tanks, which must be emptied
regularly to mitigate the risk of overflow or termination of their oil change activities. As a result, these customers have a strong
need for timely used oil service. We have designed our services to deliver regularly-scheduled pickups, as well as the capability
to respond to unscheduled requests on short notice. The used oil we collect is either transported to our used oil re-refinery or
processed into RFO. When we re-refine or recycle their used oil, we are able to provide our customers with the satisfaction that
their used oil is re-refined into high quality lubricants, using the approach cited as preferred by the EPA, or recycled by being
used in the production of RFO.
We operate our used oil re-refinery in Indianapolis, Indiana where we re-refine used oil, collected from our customers or
purchased from other oil collection service providers, into lubricating base oil that we sell to firms who then blend, package,
and market finished lubricants. The nameplate capacity is 75 million gallons of annual input of used oil feedstock including the
impact of periodic shutdowns to perform routine maintenance. In fiscal 2019, we collected over 62 million gallons of used oil
from our customers. Revenues in our Oil Business segment accounted for 32% of our total revenues in fiscal 2019.
Services
Across our full range of services, we focus on reducing our customers' burdens associated with their generation of
hazardous and non-hazardous wastes. Many of these wastes are subject to extensive and complex regulations, and
mismanagement can result in citations, penalties, and substantial direct costs, both to the service provider and the generator.
Many customers are familiar with “Superfund liability” and the possibility that they will be required to pay for future cleanups
if their waste is mismanaged in a way that leads to environmental damage. Our services allow customers to focus more on their
core business and devote fewer resources to industrial and hazardous waste management. A majority of our customers use a
combination of our parts cleaning, waste management, and/or used oil collection services which are offered at most of our
branches.
Environmental Services Segment
In our full-service parts cleaning business, we provide customers with parts cleaning equipment and chemicals to remove
oil, grease, and other contaminants from engine parts and machine parts. Most commonly, we provide a parts cleaning machine
that contains either a petroleum or aqueous-based solvent in a reservoir. The customer activates a pump that circulates the
cleaning solvent through a nozzle where it is used to enable our customers to remove contaminants from their parts. The solvent
can be reused until the contamination level is too high to allow for proper cleaning and requires replacement. We typically visit
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our customers every 4 to 12 weeks to remove the used solvent and replace it with clean solvent, while at the same time cleaning
and inspecting the parts cleaning equipment to ensure that it is functioning properly and assisting our customers with relevant
regulatory paperwork. We believe there are still many parts cleaning services performed in the U.S. which are structured as
hazardous waste services, meaning that when the solvent has been used, it is managed as a regulated hazardous waste subject to
numerous laws and regulatory filings. We reduce this burden for our customers by offering three alternative parts cleaning
programs (our non-hazardous and reuse programs for mineral spirits parts cleaning and our aqueous parts cleaning program)
that do not subject the customer to the same hazardous waste regulations. These low-burden approaches help certain customers
to achieve regulatory compliance while minimizing the paperwork and bureaucracy associated with hazardous waste
management - ultimately saving them time and money. For example, these programs currently enable many of our customers to
reduce their generation of hazardous wastes below the 220 pounds per month maximum threshold for retaining the EPA
generator status of Very Small Quantity Generator ("VSQG"). For our customers, maintaining a VSQG status provides
significant savings associated with not having to maintain an EPA identification number; prepare, track, and file transportation
manifests; or produce other reports related to the use, storage, and disposal of used solvents. We offer a wide variety of
different models of parts cleaning machines from which our customers may choose the machine that best fits their specific parts
cleaning needs. While the majority of our customers are provided or sold machines directly from us, we also offer parts
cleaning services for customers who purchase their parts cleaning machines from other sources. We offer a variety of petroleum
solvents and aqueous chemicals for use in parts cleaning machines. We also have a wide range of service schedules from
weekly service visits to triannual service visits.
In our containerized waste services, we collect drums, pails, boxes, and other containers of hazardous and non-hazardous
waste materials from our customers. Typical wastes from vehicle maintenance include used antifreeze, used oil filters, waste
paint, and used absorbent material. Typical wastes from manufacturing operations include waste paint and solvents, oily water
wastes, used absorbents, discarded fluorescent lighting tubes and spent batteries. We endeavor to find the lowest burden
regulatory approach for managing each of these materials for our clients. In some cases, we can develop lower burden
alternatives based on recycling materials for component recovery, such as with oil filters, or by following the less onerous
universal waste regulations, such as with fluorescent tubes and waste paint. In other cases, the hazardous waste regulations may
apply, in which case we assist customers with the complete hazardous waste disposal process, including performing analysis to
characterize their waste, preparing manifests and drum labels, and selecting the appropriate destination facility. As part of our
full-service approach, we visit our customers periodically to check their inventory of used or waste materials and remove full
containers as appropriate. Because there are statutory limits on the amount of time that customers can store these waste
materials, these service visits are valuable to help customers stay in compliance. To the extent that we can coordinate these
service visits together with a regularly scheduled parts cleaning service, we are able to perform both tasks during the same visit,
with the same truck and service employee.
In a majority of our branch locations, we provide vacuum truck services for the removal of mixtures of oil, water, and
sediment from wastewater pretreatment devices and other sources. Many shops and plants have floor drain systems that lead to
pits, sumps, or separators that are designed to separate and retain oil and dirt, but allow clear water to flow out to a municipal
sewer. Periodically, these drains and collection points accumulate excess oil or sediment needing removal. Because some of the
material is very thick, a specialized vacuum truck is utilized for efficient removal of the material. Our vacuum truck service
includes the removal of the oil, water, and sediment so that the customer's equipment operates as intended. We also offer bulk
oily water removal. These services are scheduled on a regular basis. We currently offer vacuum truck service at 60 of our
branches. We believe we have the opportunity to grow this business by adding vacuum truck service to almost all of our
remaining branches. We operate four commercial wastewater treatment facilities that allow us to remove oil from wastewater,
treat the wastewater, and discharge it according to the standards of the applicable discharge permits.
Through our antifreeze recycling service, we offer customers a legally-compliant method to safely manage their used
antifreeze while providing a high quality, environmentally friendly, remanufactured product. We offer responsive, on-time
scheduled or on-demand collection and transportation of used antifreeze to our eight antifreeze recycling facilities, where it is
recycled into high quality clean antifreeze. We then sell a variety of formulations of this antifreeze to our vehicle maintenance
customers.
We also offer a variety of field services to assist customers with on-site equipment cleaning and the removal and proper
management of various types of waste. Typical projects include lab pack services, soil remediation services, the cleaning of
above ground storage tanks, sumps, separators, ship-to-shore fluid transfers, and other environmental remediation services. We
typically serve as a contractor and engage contract labor or outsourced labor to provide our field services.
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Oil Business Segment
As of the end of fiscal year 2019, we offered bulk used oil collection services in 84 of our branch locations. Although we
manage some used oil through our containerized waste program, most customers who generate used oil (typically from vehicle
engine oil changes) produce large quantities that are stored in bulk tanks. These volumes are handled more efficiently via bulk
tank trucks, such as the type we utilize, where we pump the customer's material into our tank truck for proper handling. We
transfer a majority of the used oil we collect to our re-refinery to be re-refined into lubricating base oil. We recycle the
remaining used oil into RFO, some of which is sold to industrial burners, such as asphalt plants that use the RFO as a less
expensive substitute for other fuels, and some of which is sold to used oil processors such as VGO producers and used oil re-
refiners and some of it is sold for use as blend or cutter stock. As with our other services, we offer to visit customers on a
regularly scheduled basis to arrange for the removal of their accumulated oil.
Competitive Strengths
We believe that we are the second largest provider of full-service parts cleaning services and used oil collection services in
the U.S., and a leading provider of containerized waste and antifreeze recycling services to small and medium sized customers.
From our base of 89 branch locations, we employ an organized and disciplined approach to increasing our market share by
taking advantage of the following competitive strengths:
Excellent Customer Service. Since our founding, we have followed a standardized, sales-oriented approach to our
customers across our branch network. Our branch personnel are focused on local sales and service delivery, and a significant
portion of their compensation is linked to revenue growth and new business development. In order to achieve this revenue
growth, our personnel understand that they must retain existing business, which is best achieved by providing a very high level
of customer service which can lead to cross-selling opportunities and referrals to new prospects.
Cost-Efficient Branch Rollout Model. Our branch model allows us to consolidate operational and administrative functions
not critical to sales and service at a regional hub, treatment or processing facility, or at our headquarters. This model has been
the foundation for our new branch rollout as we have expanded from 14 branches in 1999, and we expect to extend this model
to new locations. Furthermore, as we grow within each branch, we improve our route density, which is an important
contribution to profitability in our business.
Large Branch Network. We have spent over 20 years building and developing a large network of branches that has enabled
us to rapidly grow our environmental services and used oil collection services efficiently and cost effectively. Our investments
in this network help us to open new branches and cross sell products and services through existing branches.
Large and Highly Diverse Customer Base. Our focus on small and mid-sized businesses has enabled us to attract a variety
of customers engaged in a wide range of industrial businesses (such as manufacturing, transportation and distribution) and
vehicle service. This diversification helps insulate us from disruption caused by the possible loss of a single large account. Our
customer base consists of over 90,000 active customer locations. In fiscal 2019, our largest single customer in our
Environmental Services segment represented 1.1% of our consolidated revenues, and our largest ten customers represented
approximately 4.6% of our consolidated revenues. In the Oil Business segment, revenues from our largest single customer
accounted for 2.6% of our consolidated revenues for fiscal 2019, and our largest ten customers represented 16.6% of our
consolidated revenues for fiscal 2019.
Experience in Re-Refining Technology. Our management team has substantial experience in the development and operation
of used oil re-refineries and is able to design and construct re-refining capacity for a comparatively low capital cost due to this
experience. In 2012, we began operating our re-refinery which had an original nameplate capacity of 50 million gallons of used
oil. We were able to construct the original re-refining capacity for an initial cost of approximately $54 million, or approximately
$1 per gallon of capacity. In 2015, we completed an expansion of our re-refinery from 50 million to 75 million gallons of
annual input capacity for an initial cost of approximately $1 of capital cost per gallon of annual capacity. We believe other re-
refineries constructed in the United States over the past decade have had an initial capital cost of substantially more than $1 per
gallon of capacity.
Innovative Services that Reduce Customers' Regulatory Burdens. We have designed our service programs to meet the
needs of our target customers. In particular, these customers desire to minimize their regulatory compliance burdens, and we
have developed innovative methods to help our customers achieve this objective. For example, we have created parts-cleaning
service programs which exempt our customers from certain hazardous waste regulations and filing requirements:
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•
•
•
Non-hazardous Program for Parts Cleaning. In our non-hazardous program for parts cleaning, we provide our
customers with a solvent that is not included in the EPA's definition of hazardous waste due to its increased flashpoint,
and we educate each participating customer to prevent harmful contaminants from being added to the solvent during
use. Because of the reduced solvent flammability, as long as the customer does not add toxic or flammable
contaminants during use, neither the clean solvent that we supply nor the resulting used solvent generated by
customers participating in the program is classified as hazardous waste by the EPA, and as a result can be managed as
non-hazardous waste. To participate in this program, our customers must provide certification that no hazardous
wastes have been added to the parts cleaning solvent. After we collect the used solvent from customers participating in
our non-hazardous program for parts cleaning, we recycle it via distillation for re-delivery to our parts cleaning
customers. The recycling process removes oil, water, and other impurities, resulting in solvent suitable to be re-used by
our customers for parts cleaning. At the same time, this process minimizes the burdensome hazardous waste
regulations faced by our customers and allows us to minimize our virgin solvent purchases. Our solvent recycling
system located in Indianapolis, Indiana is capable of recycling up to six million gallons per year of used solvent
generated by customers participating in our non-hazardous program. This provides adequate capacity in excess of our
current requirements.
Product Reuse Program for Parts Cleaning. Rather than managing used solvent as a waste, we have developed a
program that uses the solvent as an ingredient in the manufacture of asphalt roofing materials. Used solvent generated
by customers participating in our product reuse program for parts cleaning is sold as a direct substitute for virgin
solvent that is otherwise used in the manufacturing process for asphalt roofing materials. Because the used solvent is
destined for reuse, it is not deemed a waste, and therefore it is not subject to hazardous waste regulations. To enhance
the marketing of these programs, in the past 20 plus years we and our predecessor, Heritage Environmental Services,
have voluntarily obtained concurrence letters from more than 30 state environmental agencies to validate this
approach.
Aqueous Program. In addition to our petroleum-based solvent, we offer a full suite of proprietary aqueous-based parts
cleaning solutions, including our patented aqueous parts cleaning equipment and patented filtration technology for
water-based fluids, which we believe is the most comprehensive aqueous-based solutions offering in the industry.
After our customer is finished using the solution, we remove the used solution and almost exclusively manage it as
non-hazardous waste. Similar to the two solvent-based programs described above, our customers’ used cleaning
material will not be included in the EPA’s definition of a hazardous waste, which helps reduce our customers’
regulatory burdens. In addition, our patented Aqua Filtration Unit provides our customers with an innovative method
to remove contaminants from their water-based fluids.
Experienced Management Team. Our management team has substantial experience in the industry and possesses particular
expertise in the small to mid-sized customer segment. As of December 28, 2019, our senior managers had on average over
25 years of industry experience and our middle managers have on average of approximately 20 years of industry experience.
Growth Strategies
We intend to grow by providing environmental solutions that meet the needs of our customers. We have several different
strategies to accomplish this which include:
Same-Branch Sales Growth. We seek to generate year-over-year growth in existing markets by obtaining new customers
and by cross-selling multiple services to existing customers. Our sales and marketing strategy includes providing significant
incentives to our field sales and service personnel to find and secure new business. These incentives include commission
compensation for individuals and managers as well as prize awards and contests at the individual and team level. Our company
culture is designed to consistently emphasize the importance of sales and service excellence and to build and maintain
enthusiasm that supports continued sales success. Additionally, we intend to drive profitability by leveraging fixed costs against
incremental sales growth at our existing branches.
Expanded Service Offerings. Of our 89 branches, all branches currently offer parts cleaning and containerized waste
management services, 84 offer used oil collection services, and 60 offer vacuum truck services. As our business grows and we
achieve sufficient market penetration, we have the opportunity to expand our used oil collection and vacuum truck services to
each branch location. We also have other new business programs in various stages of development which have the potential to
be offered through our branch locations in the future.
Geographic Expansion. We currently operate from 89 branch locations that offer all or portions of our service menu to
customers in the vast majority of the United States, the District of Columbia, and parts of Ontario, Canada. We have historically
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been able to install new branches at a relatively low cost, although installation of branches in the Western U.S. is relatively
more costly. Within the contiguous United States, we believe that there are opportunities to open more branches and provide
convenient local service to additional markets.
Selectively Pursue Acquisition Opportunities. Our management team has significant experience in identifying and
integrating acquisition targets. Given the number of small competitors in our business, there are generally multiple acquisition
opportunities available to us at any given time. In fiscal 2018, the Company purchased the assets of Products Plus, Inc. and AO
Holding Company-Kansas City, LLC to expand the Company’s market share in the collection, recycling, and sales of a full
line of antifreeze products. We also purchased the assets of a small business based in Fresno, CA focused primarily on
providing parts cleaning related services during 2018. In January 2019, we purchased the assets of the antifreeze collection and
recycling business of GlyEco, Inc. to both increase our route density in our current service area and further expand our
antifreeze business in other areas. On February 1, 2019, we completed the acquisition of certain assets of W. S. Supplies, Inc., a
subsidiary of Merrill’s Inc. W.S. Supplies, Inc., which provided chemical sales and service to auto dealerships and auto body-
shops in Iowa, Nebraska, Minnesota, Missouri and South Dakota to expand geographically while potentially providing new
services and products for this market. On March 25, 2019 we purchased the assets of All Valley Disposal, Inc., a provider of
containerized waste, vacuum waste and used oil disposal services in the central valley of California. On October 8, 2019 we
purchased the assets of California Environmental & Litho, Inc., a provider of primarily containerized waste services serving
northern California. As the markets for some of our services mature, we will increasingly consider making acquisitions which
are adjacent to the businesses we currently operate in. Specifically, we will explore opportunities to leverage our core strengths
which include our branch network and our customer relationships. Our growth plan is not dependent on acquisitions, but we
will continue to pursue acquisitions that leverage our established infrastructure.
Sales and Marketing
Our mission and culture emphasize sales and service excellence and entrepreneurship, and our sales philosophy starts with
the principle of “sales through service.” We assign a territory to each of our Sales & Service Representatives ("SSRs"), and
require and encourage them to grow their business on their routes by delivering excellent service to existing customers. This
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helps our SSRs retain business, sell more services to satisfied customers, and obtain valued referrals to potential new customers.
In addition to the efforts of our SSRs, we employ a branch manager at each of our branches, and we also employ branch sales
managers at approximately two-thirds of our branches, all of whom have dedicated sales territories and responsibilities.
Suppliers and Recycling/Disposal Facilities
We purchase goods such as parts cleaning machines, solvent (petroleum naphtha mineral spirits), cleaning chemicals, bulk
used oil, bulk antifreeze (ethylene glycol) and used antifreeze, and absorbent from a limited group of suppliers. We also have
arrangements with various firms that can recycle, burn, or dispose of the waste materials we collect from customers. These
suppliers and disposal facilities are important to our business, and we have identified backup suppliers in the event that our
current suppliers and disposal facilities cannot satisfy our supply or disposal needs. Heritage Environmental Services, an
affiliate of The Heritage Group, Fred Fehsenfeld and the Fehsenfeld family trusts, which collectively beneficially owned 31.6%
of our common stock as of December 28, 2019, operates one of the largest privately-owned hazardous waste treatment
businesses in the U.S. We have used their hazardous waste services in the past, and it is likely that we will continue some level
of use in the future.
We operate four commercial waste water treatment facilities. These facilities allow us to remove oil from wastewater, treat
the waste water, and then discharge it according to the standards in the applicable discharge permits. These facilities allow us
the flexibility to dispose of our oily water and vacuum services waste water collected from certain branches internally as well as
accepting wastewater from our customers directly at most of these facilities.
Competition
The markets for parts cleaning, containerized waste management, used oil collection, vacuum truck services, antifreeze
recycling, and field services in which we participate are intensely competitive. While numerous small companies provide these
services, our largest competitor, Safety-Kleen (a wholly-owned subsidiary of Clean Harbors, Inc.), has held substantial market
share in the full-service parts cleaning industry for the last five decades and has developed significant market share in used oil
collection and containerized waste management. We believe that Safety-Kleen has greater financial and other resources and
greater name recognition than us. We estimate that in the full-service portion of the parts cleaning market, Safety-Kleen is
significantly larger than us, and that we are substantially larger than the next largest competitor.
Many of our smaller competitors tend to be regional firms or parts cleaning companies that operate in a single city.
Although many of these smaller competitors lack the resources to offer clients a full menu of services, they generally offer parts
cleaning services ancillary to a primary line of business, such as used oil collection, in order to present a more complete menu
to customers. In addition, companies involved in the waste management industry, including waste hauling, separation, recovery,
and recycling, may have the expertise, access to customers, and financial resources that would encourage them to develop and
market services and products competitive with those offered by us. We also face competition from alternative services that
provide similar benefits to our customers as those provided by us.
Price, service quality and timeliness, breadth of service offering, reputation, financial strength, and compliance history are
the principal competitive factors in the markets in which we compete. While we feel that most market competitors compete
primarily on price, we believe that our competitive strength comes from our focus on customer service and our broad menu of
services. Although we employ a pricing structure that controls discounts, we are able to deliver a sound value proposition
through the reduced regulatory burden achieved through our programs. We could lose a significant number of customers if
Safety-Kleen or other competitors materially lower their prices, improve service quality, develop more competitive product and
service offerings, or offer a non-hazardous, reuse or aqueous program for parts cleaning more appealing to customers than ours.
We have the second largest used oil re-refinery, by capacity, in North America. We believe that our largest competitor,
Safety-Kleen, currently controls a majority of the used oil re-refining capacity in North America.
Seasonality
Our operations may be affected by seasonal fluctuations due to weather cycles influencing the timing of customers' need
for products and services. Typically during the first quarter and the end of the fourth quarter of each year there is less demand
for most of our products and services due to the lower levels of activities by our customers as a result of the cold weather,
particularly in the Northern and Midwestern regions of the United States. This lower level of activity also results in lower
volumes of used oil generated for collection by us in the first quarter. In the winter months there is less construction activity,
which reduces demand for certain re-refinery products. In addition, factory closings for the year-end holidays reduce the
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volume of industrial waste generated, which results in lower volumes of waste handled by us during the first quarter of the
following year. However, we generally experience the opposite seasonality impact (higher levels of activity in the first quarter
and end of the fourth quarter) in our antifreeze business.
Information Technology
We believe that automation and technology can enhance customer convenience, lower labor costs, improve cash
management, and increase overall profitability. We are constantly evaluating opportunities to develop and or implement
technologies that can improve our sales and service processes. Our commitment to the application of technology has resulted in
the creation of a custom web-based application for scheduling, tracking, and management of customer services, billing, and
collections. This system has been used as an integral part of our business operations since 2003. We believe that our
standardized processes and controls enhance our ability to successfully add new branches and expand our operations into new
markets. Mobile devices are used by our employees in the field to access customer service information, capture substantially all
service transactions and certain inventory movements. Statistics are gathered and reported on a daily and weekly basis. These
capabilities provide timely, automated data measurement and control for service activities to accelerate response to market and
operational change.
Employees
As of December 28, 2019, we employed 1,322 full time and 70 part time employees. None of our employees are
represented by a labor union or covered by a collective bargaining agreement.
Intellectual Property
We regard our intellectual property as important to our success and we rely on trademark, copyright, and other intellectual
property laws in the United States to protect our proprietary rights. We have, in the past, successfully defended our patents
against infringement, and we intend to continue to defend our intellectual property rights. In addition, we seek to protect our
proprietary rights through the use of confidentiality agreements with employees, consultants, vendors, advisors, and others.
Our intellectual property includes the Crystal Clean brand and logo as well as our patented aqueous parts cleaning
equipment, chemistry formulae, and filtration technology. Our patents expire at various times through 2034. Although we do
not regard any single trade secret or component of our proprietary know-how to be material to our operations as a whole, if one
or more of our competitors were to use or independently develop such know-how or trade secrets, our market share, sales
volumes and profit margins could be adversely affected.
Regulation
Substantially all of our services and products involve the collection, transportation, storage, recycling and/or disposal of
industrial and hazardous waste or hazardous materials, including solvents used in parts cleaners; containerized waste including
waste paint, inks, adhesives, used antifreeze, used oil, and used oil filters; and bulk waste including used oil, oily water, and
antifreeze. Our services are highly regulated by various governmental agencies at the federal, state, and local levels, as
described in more detail below. Regulations govern matters such as the disposal of residual chemical wastes, operating
procedures, storm water and wastewater discharges, fire protection, worker and community right-to-know, and emergency
response plans.
Our services and products require us to comply with these laws and regulations and to obtain federal, state, and local
environmental permits or approvals for some of our operations. Some of these permits must be renewed periodically, and
governmental authorities have the ability to revoke, deny, or modify these permits. Zoning and land use restrictions also apply
to all of our facilities. Siting and other state-operating approvals also apply in some states.
We are subject to federal and state regulations governing hazardous and solid wastes. The Resource Conservation and
Recovery Act ("RCRA") is the principal federal statute governing hazardous waste generation, treatment, transportation,
storage, and disposal. Under RCRA, the EPA has established comprehensive “cradle-to-grave” regulations for the management
of a wide range of materials identified as hazardous or solid waste. The regulations impose technical and operating
requirements that must be met by facilities that generate, store, treat, transport, and dispose of these wastes. A number of states
have regulatory programs governing the operations and permitting of hazardous and solid waste facilities. In addition, some
states classify some wastes as hazardous that are not regulated under RCRA. Accordingly, we must comply with the state
requirements for handling state regulated wastes.
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On June 30th, 2018 the EPA implemented an e-Manifest system for the capture of manifest documents electronically. This
functionality included full electronic manifests, scanned image upload, scanned image plus document data, and mailing of
physical manifests to the EPA for processing. The EPA assesses a different fee depending on which of the above approaches is
used. Functionality for paper/electronic hybrid documents, and transporter/broker features have not been made available by the
EPA. Expectations are this functionality will become available in 2020. Increased fee rates went into effect October 1st, 2019
which are effective through September 30th, 2021. These increases ranged between 60% to 115% depending on the submission
method.
Disposal partners utilized by the Company are at various stages of implementation of the available features, with partners
passing on their costs incurred to the Company. The Company has mailed physical manifests it terminates to the EPA for state
regulated wastes which require manifesting. Once the EPA enables the broker and transporter functionality, this should enable
intermediaries and special waste handlers like the Company to implement more direct e-Manifest features into it its handling
and systems. The Company intends to pass along the direct costs imposed by the EPA, or indirectly from disposal partners, to
its customers. As partners and the Company are able to implement costs saving measures provided by e-Manifesting, regulatory
costs which are currently passed on to customers could be reduced. Concurrently, the Company has implemented and is
pursuing operational adjustments to further reduce these costs made available thru other related regulatory options and changes.
Our branch and distribution hub operations are governed by 10-day transfer requirements and do not typically require a
hazardous waste facility permit. Under RCRA, states are delegated to implement the regulatory programs through state
regulations, and we obtain appropriate permits in those states with regulations more stringent than the federal EPA.
The Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA") governs
the cleanup of inactive hazardous waste sites and imposes liability for the cleanup on “responsible parties” generating or
transporting waste to a site. CERCLA further provides for immediate response and removal actions coordinated by the EPA to
releases of hazardous substances into the environment and authorizes the government to respond to the release or threatened
release of hazardous substances or to order responsible persons to perform any necessary cleanup. CERCLA imposes strict
liability on current or former owners and operators of facilities that release hazardous substances into the environment as well
as on businesses that generate those substances or transport them to the facilities. Responsible parties may be liable for
substantial investigation and cleanup costs even if they operated their businesses properly and complied with applicable federal
and state laws and regulations. Liability under CERCLA may be joint and several. Certain of our customers' and third-party
contractors' facilities have been in operation for many years and, over time, the operators of these facilities may have generated,
used, handled, and disposed of hazardous and other regulated wastes or other hazardous substances. Environmental liabilities
could therefore exist under CERCLA, including cleanup obligations at these facilities or off-site locations where materials from
our operations were disposed. In the past, we have been involved as a potentially responsible party (“PRP”) at CERCLA
cleanup sites, and it is possible that we may be involved at similar cleanup sites in the future.
In addition to regulations under RCRA and CERCLA, the EPA has adopted regulations under the Clean Air Act ("CAA")
and the Clean Water Act ("CWA"). The CAA regulates emissions of pollutants into the air from mobile and stationary sources.
CAA permits limit the emissions from parts cleaning units. One of our distribution hubs, our used oil re-refinery, and several of
our oily water treatment operations are subject to facility-based permits under the CAA. The used oil re-refinery was
constructed and is operating under CAA New Source Performance Standards and an associated permit. This air permit was
modified to accommodate the ongoing expansion of the re-refinery. Our transportation fleet of trucks is regulated for emissions
as mobile sources. Regulations under the CWA govern the discharge of pollutants into surface waters and sewers and require
discharge permits and sampling and monitoring requirements. The CWA also requires specific spill plans governing the storage
of waste and product hydrocarbons. A more detailed spill plan is also required at the used oil re-refinery because of the large
volume of certain storage tanks. All of our recycling, used oil and oily water processing facilities currently hold CWA National
Pollution Discharge Elimination System ("NPDES") permits for stormwater runoff and water pollution prevention. Our
operations are also regulated pursuant to state statutes and implementing regulations, including those addressing clean water
and clean air.
Our transportation fleet, truck drivers, and the transportation of hazardous materials are regulated by the U.S. Department
of Transportation ("DOT") Motor Carrier and the Federal Railroad Administration ("FRA"), as well as by the regulatory
agencies of each state in which we operate or through which our vehicles pass. Governmental regulations apply to the vehicles
used by us to transport the chemicals we distribute to customers and the waste and other residuals collected from customers.
These vehicle requirements include the licensing requirements for the vehicles and the drivers, vehicle safety requirements,
vehicle weight limitations, shipping papers, and vehicle placarding requirements.
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The Department of Labor Occupational Safety & Health Administration ("OSHA") safety standards are applicable to all of
our operations. The used oil re-refinery and mineral spirits distillation facility are also subject to OSHA Process Safety
Management standards that govern the operation of the facilities.
In August 1997, the South Coast Air Quality Management District in California (the “SCAQMD”), enacted Rule 1171,
which prohibits the use of certain types of solvents that we currently sell for parts cleaning operations. In the areas of California
affected by this or similar regulations (including Los Angeles, San Francisco, and Sacramento), aqueous parts cleaning is the
primary substitute. We currently have three branches located in California, one in Los Angeles, Fresno and Oakland.
In November 2019, the State of New York Department of Environmental Conservation revised 6 NYCRR Part 226. This
revision lowers the limits for volatile organic compounds (VOCs) used in cleaning operations. This revision is effective after
December 1, 2020. Based on this revision, we will no longer be able to use either of our two standard solvents currently used in
our parts cleaning services offered in the State of New York. Our primary substitute for customers in the State of New York
will be our aqueous parts cleaning offer. We currently have four branches located in the State of New York (Albany, Buffalo,
Long Island and Rochester).
We cannot predict if or when other state and/or local governments will promulgate similar regulations which may restrict
or prevent the use of solvent for parts cleaning. Pending air regulation laws in the northeastern United States may restrict, or
possibly eliminate, the use of our typical parts washer solvent in cold parts cleaners. Due to the size of the states in the
northeastern U.S. and the transport of pollutants over state boundaries, the Ozone Transport Commission ("OTC") develops
overarching air pollution programs for member states to adopt. While there has been some delay in implementation of the
regulations throughout the northeastern OTC states, additional regulations limiting the use of certain solvents and other ozone
forming chemicals are expected to begin going into effect within the next five years. The OTC states include twelve states in
the far northeastern U.S. as well as the District of Columbia. Among the OTC states, Maryland and Delaware have initiated
development of rules to limit the use of ozone pollution forming compounds.
More specifically to our traditional parts cleaning services, federal and state laws and regulations dictate and restrict to
varying degrees what types of cleaning solvents may be used, how a solvent may be stored, and the manner in which
contaminated or used solvents may be handled, transported, disposed of, or recycled. These legal and regulatory mandates have
been instrumental in shaping the parts cleaning industry. We have developed methods of managing solvent as non-hazardous so
as to significantly reduce the regulatory burden on us and on our customers. Any changes to, relaxation of, or repeal of federal
or state laws and regulations affecting the parts cleaning industry may significantly affect the demand for our products as well
as our competitive position in the market.
The EPA has promulgated regulations that govern the management of used oils. Although used oil is not classified as a
hazardous waste under federal law, certain states do regulate used oil as state-regulated waste. Our used oil collection services
require compliance with both federal and state regulations. As with our parts cleaning services, we make use of various
programs to reduce the administrative burden associated with our customers' compliance with used oil regulations. Any used oil
contaminated with polychlorinated biphenyls ("PCBs") is regulated under the Toxic Substances Control Act ("TSCA"). The
rules set minimum requirements for storage, treatment, and disposal of PCB wastes. Used oil contaminated with a certain level
of PCBs may require incineration or special TSCA authorization or permits. The EPA has recently proposed CAA regulations
requiring more stringent air permits governing the burning of certain recyclable materials, including non-specification used oil.
We do not anticipate any negative impacts to the Company from this pending court ordered regulation.
One of the products of the re-refining process is Vacuum Tower Asphalt Extender ("VTAE"). VTAE is sold for use as an
ingredient in asphalt used in the construction of roadways and other applications. State Departments of Transportation may
regulate the characteristics of materials that are used as ingredients in roadway asphalt. A small number of states have banned
the use of VTAE as an ingredient in asphalt used on roadways. We believe, when used in the proper proportion, the VTAE
produced at our re-refinery can be used in a paving asphalt formulation that meets all relevant performance standards.
Regulatory restrictions on the use of VTAE have negatively impacted the marketability of this product and the profitability of
our oil business.
Governmental authorities have the power to enforce compliance with these and other regulations, and violators are subject
to civil and criminal penalties. Private individuals may also have the right to sue to enforce compliance with certain
governmental requirements.
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Available Information
We maintain a website at the following Internet address: http://www.crystal-clean.com. Through a link on this website to
the SEC website, http://www.sec.gov, we provide free access to our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 as soon as reasonably practicable after electronic filing with the SEC. The public can
obtain copies of these materials by accessing the SEC's website at http://www.sec.gov. Our guidelines on corporate governance,
our board of directors policy, the charters for our Board Committees, and our code of ethics are also available on our website,
and we will post on our website any waivers of, or amendments to, such code of ethics. Our website and the information
contained therein or connected thereto are not incorporated by reference into this annual report.
Executive Officers of Registrant
The following table sets forth the names, ages and titles, as well as a brief account of the business experience of each
person who was an executive officer of Heritage-Crystal Clean as of December 28, 2019.
Name
Brian Recatto
Mark DeVita
Ellie Bruce
Age
Position
55 President, Chief Executive Officer, and Director
51 Chief Financial Officer
55 Vice President of Business Management and Marketing
Brian Recatto
President, Chief Executive Officer, and Director
On February 1, 2017, Mr. Recatto was appointed President and Chief Executive Officer and has been a director of the
Company since 2012. From 2014 to January 2017, Mr. Recatto served as President U.S. Operations for Gibson Energy Inc., one
of the largest independent midstream energy companies in Canada and a major U.S. crude oil logistics operator. Mr. Recatto
joined Gibsons through its acquisition of OMNI Energy Services, where he had served in various executive positions since
2007, including Vice President and Chief Operating Officer, and President and Chief Executive Officer. Mr. Recatto was
President from 2004 to 2007 of Charles Holston, Inc., a waste management and environmental cleaning company, which OMNI
acquired. He served in various operating and executive positions from 1997 to 2004 with Philip Services Corporation, an
environmental and industrial services company, including roles as General Manager of Gulf Coast Waste Operations, Senior
Vice President By-Products Services Group and President Industrial Services. Mr. Recatto joined Philip Services Corporation
through its acquisition of Meklo, Inc., an industrial waste management company, where he had served as President for six
years. Mr. Recatto holds a bachelor’s degree in Finance from Louisiana State University.
Mark DeVita
Chief Financial Officer
Mr. DeVita has been our Chief Financial Officer since 2012. He served as Vice President, Business Management in
2011. Mr. DeVita has been with the Company since 2000 and has served in a variety of roles related to business management,
finance, and acquisitions. He took the lead in developing multi-million dollar lines of business for the Company. Mr. DeVita
has over 20 years of experience in the industrial and hazardous waste services industry. Mr. DeVita earned his Bachelor of
Science in Accountancy with honors from the University of Illinois and his MBA from Northern Illinois University. Mr.
DeVita earned his CPA and worked in public accounting for four years.
Ellie Bruce
Vice President Business Management and Marketing
Ms. Bruce became Vice President Business Management and Marketing in 2016. Prior to this, Ms. Bruce was Vice
President of Sales from 2012 to 2015. She has also served as Vice President Oil from 2010 to 2015. She served as Chief
Accounting Officer from June of 2007 to 2012 and has been with the Company since March 2006. She began her career in the
used oil collection and re-refining business in 1988 when she joined Safety-Kleen, working at the oil re-refinery in Breslau,
Canada and served in a number of positions, including Controller of Safety-Kleen Canada Inc., where she was responsible for
the accounting and business management for all of the branch lines of business.
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ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the following factors, as well
as other information contained or incorporated by reference in this report, before deciding to invest in shares of our common
stock. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of
those risks actually occurs, our business, financial condition and results of operations would suffer. In that event, the trading
price of our common stock could decline, and you may lose all or part of your investment. The risks discussed below also
include forward-looking statements and our actual results may differ substantially from those discussed in these forward-
looking statements. See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this document.
Risks Relating to Our Business
Our operating margins and profitability may be negatively impacted by the volatility in crude oil, solvent, fuel, energy, and
commodity prices.
The price at which we sell oil-based products in our Oil Business segment, such as re-refined base oil, hydrotreated fuel,
VTAE, and RFO is affected by changes in certain oil indices, such as the price for crude oil. If the relevant oil indices rise or
fall, we can typically expect a corresponding increase or decrease in prices for the oil products we sell to reflect the change in
the relevant oil indices. However, there may be a lag between the time an oil index increases or decreases and the time when we
are able to increase or decrease the price of the oil products we sell. The costs to collect used oil, including the amounts we
must pay or charge to obtain used oil and the fuel costs of our oil collection fleet, generally increases or decreases when the
relevant index increases or decreases. As with the prices for the oil products we sell there may be a time lag between when an
oil index increases or decreases and when we are able to adjust the amounts we pay or charge to obtain used oil. Even though
the prices we can charge for the oil products we sell and the costs to collect and re-refine used oil generally correlate, they do
not always increase or decrease by the same magnitude, and we cannot assure you that any increased costs we experience can
be passed through to the prices we charge for the oil products we sell or that the costs to collect and re-refine used oil will
decline when re-refined oil prices decline. Because of the competitive nature of the oil collection industry, we may not be able
to adjust the amounts we pay or charge for used oil in a timely manner or to fully compensate for decreases in the prices for the
oil products we sell which could materially and negatively impact our operating results and profitability. Any increases in our
costs to collect used oil could adversely affect the profitability of our Oil Business segment.
Increased costs of crude oil can significantly increase our operating costs in our Environmental Services segment. Because
solvent is a product of crude oil, we are also susceptible to increases in solvent costs when crude oil costs increase. During a
period of rising crude oil costs, we typically experience increases in the cost of solvent, fuel, and other petroleum-based
products. We have in the past been able to mitigate increased solvent and fuel costs through the imposition of price increases
and energy surcharges to customers. However, because of the competitive nature of the industry, there can be no assurance that
we will be able to pass on future price increases. Due to political instability in oil-producing countries, oil prices could increase
significantly in the future. A significant or sudden increase in solvent or fuel costs could lower our operating margins and
negatively impact our profitability. We currently do not use financial instruments to hedge against fluctuations in oil, solvent, or
energy prices. If this volatility continues, our operating results could be volatile and adversely affected.
In addition, a significant portion of our inventory consists of new and used solvents and oil products. Volatility in the price
of crude oil has impacted the value of this inventory in the past and can significantly impact the value of this inventory in the
future. Further, because we apply a first-in first-out accounting method, volatility in oil prices and solvent can significantly
impact our operating margins. If volatility in the price of crude oil continues, our operating results will be difficult to predict
and could be adversely affected. If we do not increase how much we charge to generators to acquire their used oil as quickly as
the price for our oil products decline, the profitability of our Oil Business segment would be negatively impacted.
Many small automotive repair shops and manufacturing companies burn used oil as a source of heat as an alternative to
using natural gas. If the price of natural gas were to increase significantly, these potential customers may choose to retain their
used oil for fuel purposes rather than allowing us to collect their used oil. This could make it difficult to supply our re-refinery
with internally collected feedstock at competitive prices. In addition, increases in the cost of natural gas may increase the cost to
operate our used oil re-refinery.
Our used oil re-refinery may not generate the operating results that we anticipate and may lead to greater volatility in our
revenue and earnings.
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There can be no assurance that unforeseen market conditions, such as a significant drop in crude oil prices, will not
adversely impact the operation or profitability of our re-refinery. Our success in operating our re-refinery at capacity and
realizing the anticipated benefits therefrom in a timely manner, or at all, may be affected by the following factors:
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Operation of the Re-refinery - Operating at capacity depends on the ability of our employees and management to
run the re-refinery at design rates safely and in compliance with all relevant regulations. Nameplate capacity
includes the impact of periodic shutdowns for routine maintenance. We have experienced unplanned shutdowns in
the past and any extended or unscheduled shutdowns in the future may inhibit our ability to operate the re-refinery
at or near capacity.
Balance of Base Lube Oil Demand vs Supply - Operating at capacity depends on the demand for base lube oil in
general and specifically the base lube oil produced at our re-refinery. If the capacity for base lube oil production
(i.e. supply) exceeds the demand for base lube oil then it is likely that there will be downward pressure on the price
of base lube oil. In addition, we may experience increased downward pricing pressure when compared to suppliers
of virgin lubricating base oil, which has historically sold at a premium to re-refined lubricating base oil.
Logistics - Operating at capacity depends on our ability to efficiently transport used oil to our re-refinery and to
transport base lube oil and related products out of our re-refinery as well as on our access to adequate storage
facilities for raw materials and products. Our ability to transport used oil and oil products efficiently is dependent
on the third parties we utilize to help us execute these activities.
Base Lube Oil Pricing - The price at which we sell oil-based products from our used oil re-refinery is affected by
changes in certain oil indices. If the relevant oil indices decline, we would typically reduce prices for our re-
refined lubricating base oil, even if our costs do not experience a similar decline. If we reduce prices for our
products, we may not realize expected results, and our operating margins may be adversely impacted.
Used Oil Feedstock - Operating at capacity depends on our ability to obtain the required volume from either
company customers or third-party collectors and to acquire the feedstock at competitive rates.
Our continued growth depends on our ability to recruit, train and retain sales and service personnel and we also depend on
the service of key individuals, the loss of whom could materially harm our business.
Our success will depend, in part, on the efforts of our executive officers and other key employees, including Brian Recatto,
President, Chief Executive Officer, and Director; Mark DeVita, our Chief Financial Officer; Ellie Bruce, our Vice President of
Business Management and Marketing; and Glenn Casbourne, our Vice President of Engineering. These individuals possess
extensive experience in our markets and are critical to the operation and growth of our business. If we lose or suffer an
extended interruption in the services of one or more of our executive officers or other key employees, our business, results of
operations, and financial condition may be negatively impacted. Moreover, the market for qualified individuals is highly
competitive and we may not be able to attract and retain qualified personnel to succeed members of our management team or
other key employees, should the need arise. We do not maintain key life insurance policies on any of our named executive
officers.
In addition, our operations and growth strategy rely on the expansion of our business through the creation and growth of
new and existing branches. In order for us to create and grow new and existing branches properly, we must continually recruit
and train a pool of hardworking and motivated branch manager and sales and service representatives, or SSRs, to develop new
customer leads as well as support our existing customer base. If we are not able to retain and recruit a sufficient number of
branch managers and SSRs, or if we experience an increase in the turnover of existing branch managers and SSRs, we may not
be able to support the continued growth of our business, which could have a material adverse impact on our financial
performance.
We may not be able to service our customers and operate our business in an adequately safe manner.
In the operation of our facilities and in servicing our customers, our employees are exposed to potential hazards. If we are
not able to provide a safe environment for our employees and properly train them to identify, avoid, report, and help rectify
unsafe conditions, this may lead to an excessive number of recordable incidents, lost work time, etc. An excessive number of
recordable incidents and lost work time can lead to excessive expense and a poor safety rating which could prevent us from
achieving our profitability goals. A poor safety rating could potentially eliminate us from being able to service certain
customers and further limit our chances of meeting our profitability goals.
Our operations are subject to numerous environmental, transportation, and other laws and regulations and, to the extent we
are found to be in violation of any such laws and regulations, we may be subject to involuntary shutdowns and/or significant
financial penalties.
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Our operations are subject to extensive federal, state, and local laws and regulations relating to the protection of the
environment which, among other things:
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regulate the collection, sale, transportation, handling, processing, and disposal of the hazardous and non-hazardous
wastes that we collect from our customers;
regulate the treatment and processing of waste material that we collect from our customers and the discharge of
treated material;
impose liability on persons involved in generating, handling, processing, transporting, or disposing hazardous
materials; and
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impose joint and several liability for the remediation and clean-up of environmental contamination.
We are also subject to various transportation rules and regulations enforced by the DOT, Federal Railroad Administration
(FRA), the Federal Motor Carrier Safety Administration, and the Department of Homeland Security. The breadth and
complexity of these laws and regulations affecting our business make consistent compliance extremely difficult and often result
in increased operating and compliance costs. Even with these programs, we and other companies in the industry are routinely
faced with legal and administrative proceedings which can result in civil and criminal penalties (including the loss of certain
licenses and permits that are required for our business), interruption of business operations, fines or other sanctions, and require
expenditures for remedial work at our and third-party facilities. Under current law, we may be held liable for damage caused by
conditions that existed before we acquired the assets or operations involved or if we arrange for the transportation, disposal, or
treatment of hazardous substances that cause environmental contamination. We may also be held liable for the mishandling of
waste streams resulting from the misrepresentations by a customer as to the nature of such waste streams. We may be subject to
monetary fines, civil or criminal penalties, remediation, clean-up or stop orders, injunctions, orders to cease or suspend certain
practices, or denial of permits we require to operate our facilities.
We are also required to obtain and maintain permits, licenses, and approvals to conduct our operations in compliance with
such laws and regulations. If we are unable to maintain our currently held permits, licenses, and approvals, we may not be able
to continue certain of our operations. If we are unable to obtain additional permits, licenses, and approvals which may be
required as we expand our operations, we may not be able to grow our business. We have in the past been subject to penalties
and fines for noncompliance with environmental regulations and could be subject to penalties and fines in the future.
In addition, the operation of our used oil re-refinery exposes us to risks related to the potential loss of permits,
contamination of feedstock, adverse environmental impact of a spill or other release, the risk of explosion or fire or other
hazards, the risk of injury to our employees or others, as well as the negative publicity due to public concerns regarding our
operation. The occurrence of any of these events could result in reduced production rates, loss of inventory, operational
inefficiencies, clean-up costs, or other items that might negatively affect the operating results of the Company. While these risks
are in some respects similar to risks that we have experienced in our traditional service businesses, the magnitude of exposure
may be greater due to the nature of the used oil re-refining industry and the greater volumes, temperatures, and pressures
involved. While we may maintain some insurance that covers portions of these exposures, in many cases the risks are
uninsurable or we will not choose to procure insurance at levels that will cover all potential exposure.
CERCLA and similar state laws impose strict liability on current or former owners and operators of facilities that release
hazardous substances into the environment, as well as on the businesses that generate those substances or transport them to the
facilities. As a potentially responsible party, we may be liable under CERCLA for substantial investigation and cleanup costs
even if we operate our business properly and comply with applicable federal and state laws and regulations. Liability under
CERCLA may be joint and several, which means that if we were found to be a business with responsibility for a particular
CERCLA site, we could be required to pay the entire cost of the investigation and cleanup, even though we were not the party
responsible for the release of the hazardous substance and even though other companies might also be liable. Even if we were
able to identify who the other responsible parties might be, we may not be able to compel them to contribute to the remediation
costs, or they might be insolvent or unable to contribute due to lack of financial resources. Our facilities and the facilities of our
customers and third party contractors may have generated, used, handled and/or disposed of hazardous substances and other
regulated wastes. Environmental liabilities could exist, including cleanup obligations at these facilities or at off-site locations
where materials from our operations were disposed of, which could result in future expenditures that cannot be currently
quantified and which could materially reduce our profits. It is also possible that government officials responsible for enforcing
environmental laws may view an environmental liability as more significant than we then currently estimate, or that we will fail
to identify or fully appreciate an existing liability before we become legally responsible to address potential environmental
liabilities.
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Our pollution liability insurance excludes certain liabilities under CERCLA. Thus, if we were to incur liability under
CERCLA that was not covered by our insurance, and if we could not identify other parties responsible under the law whom we
are able to compel to contribute to the liabilities, the cost to us could be substantial and could impair our profitability, reduce
our liquidity, and have a material adverse effect on our business. Although our customer service agreements typically provide
that the customer is responsible for ensuring that only appropriate materials are disposed of, we could be exposed to third party
claims if customers dispose of improper waste, and we might not be successful in recovering our damages from those
customers. In addition, new services or products offered by us could expose us to further environmental liabilities for which we
have no historical experience and cannot estimate our potential exposure to liabilities.
In addition, there currently exists a high level of public concern over hazardous waste operations, including with respect to
the siting and operation of transfer, processing, storage, and disposal facilities. For example, under the DOT’s Compliance,
Safety, Accountability (CSA) initiative, a compliance and enforcement initiative designed to monitor commercial motor vehicle
safety, the fleets and drivers in our network are evaluated and ranked based on certain safety-related standards. A poor fleet
ranking or a reduction in eligible drivers could impact our ability to service our customers and could cause our customers to use
a competitor with higher fleet rankings than ours, which could have a material adverse effect on our business, financial
condition and results of operations.
Part of our business strategy is to increase revenues by adding branch operations in new geographies. This effort may
require us to undergo a regulatory approval process that could be time consuming and impact the success of our business
strategy. Zoning, permit, and licensing applications and proceedings, as well as regulatory enforcement proceedings, are all
matters open to public scrutiny and comment. Accordingly, from time to time we have been, and may in the future be, subject
to public opposition and publicity which may damage our reputation and delay or limit the expansion of our business or impair
our ability to renew existing permits which could prevent us from implementing our growth strategy and have a material
adverse effect on our business, financial condition or results of operations.
A system failure could delay or interrupt our ability to provide services and products and could increase our costs and
reduce our sales.
Our operations are dependent upon our ability to support our branch infrastructure. Our business operates through five hubs
that service our 89 local branches. Any damage or failure that causes interruptions in our operations could result in the loss of
customers. To date, we have not experienced any significant interruptions or delays which have affected our ability to provide
services and products to our customers. The occurrence of a natural disaster, technological, transportation, or operational
disruption or other unanticipated problem could cause interruptions in the services we provide and impair our ability to generate
sales and achieve profits.
A cyber incident could result in information theft, data corruption, operational disruption, and/or financial loss.
We are increasingly dependent on digital technology, including information systems and related infrastructure, to process
and record financial and operating data, and communicate with our employees and business partners. Cyber incidents, including
deliberate attacks or unintentional events, have increased. A cyber attack could include gaining unauthorized access to digital
systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption or
result in denial of service on websites.
Our technologies, systems, networks, and those of our business partners may become the target of cyber attacks or
information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss, or destruction of
proprietary and other information, or other disruption of our business operations. Any cyber attack on our business could
materially harm our business and operating results. While we carry insurance for cyber security and network interruption risks
there is no guarantee that any losses we may suffer in the future will not exceed coverage amounts or that all cyber incidents
will be covered by our insurance.
As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or
enhance our protective measures or to investigate and remediate any information security vulnerabilities.
If current environmental laws and regulations are changed, we may be forced to significantly alter our business model,
which could have a material adverse effect on our financial performance.
Environmental laws and regulations are subject to change and may become increasingly stringent or relaxed. Interpretation
or enforcement of existing laws and regulations, or the adoption of new laws and regulations, may require us to modify or
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curtail our operations or replace or upgrade our facilities or equipment at substantial costs which we may not be able to pass on
to our customers. On the other hand, if new laws and regulations are less stringent, then our customers or competitors may be
able to manage waste more effectively without reliance on our service, which could decrease the need for our services and/or
increase competition which could adversely affect our revenues and profitability. For example, the EPA currently excludes
waste used as an ingredient in the production of a product from being defined as hazardous waste. Our product reuse program
for parts cleaning operates under this exclusion and provides an advantage by excluding our customers' used solvent from being
regulated as hazardous waste. Similarly, under our non-hazardous program for parts cleaning, we provide our customers with a
different solvent that has a higher flashpoint than traditional solvents. The resulting used solvent is not considered to be
hazardous waste so long as our customers ensure that no inappropriate contaminants were contributed to the used solvent.
If the EPA were to broaden the definition of hazardous waste to include used solvents generated by our customers under
our product reuse and/or non-hazardous programs for parts cleaning, the value of our offerings may be significantly reduced,
which could have a material adverse effect on our financial performance. Examples of changes by the EPA that could adversely
affect our services include, but are not limited to, the following:
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increase in the minimum flashpoint threshold at which solvent becomes included in the definition of hazardous
waste;
increased requirements to test the used solvent that we pick up from our customers for the presence of toxic or
more flammable contaminants; and
adoption of regulations similar to those enacted in some California air quality districts that prohibit the use of the
solvents of the type that we sell for parts cleaning operations.
Similarly, if current environmental laws were changed so as to ban the use of mineral spirits in parts cleaning, we may be
forced to discontinue offering mineral spirits-based parts cleaning services. This could lead to a write-down in the value of our
inventory of mineral spirits, mineral spirits drums, and our parts cleaning machines (both at our sites and customer locations)
designed to utilize mineral spirits, as well as our mineral spirits distillation equipment.
One of the products produced from our re-refining process is Vacuum Tower Asphalt Extender ("VTAE"). VTAE is sold
for use as an ingredient in asphalt used in the construction of roadways. State Departments of Transportation may regulate the
characteristics of materials that are used as ingredients in roadway asphalt. A small number of states have banned the use of
VTAE as an ingredient in asphalt used on roadways. We believe, when used in the proper proportion, the VTAE produced at
our re-refinery can be used in a paving asphalt formulation that meets all relevant performance standards. Regulatory
restrictions on the use of VTAE have negatively impacted the marketability of this product and the profitability of our oil
business.
In addition, new laws and regulations, new interpretations of existing laws and regulations, increased governmental
enforcement, or other developments could require us to make additional unforeseen expenditures. We are not able to predict the
impact of new or changed laws or regulations or changes in the ways that such laws or regulations are administered, interpreted,
or enforced. The requirements to be met, as well as the technology and length of time available to meet those requirements,
continue to develop and change. To the extent that our costs associated with meeting any of these requirements are substantial
and cannot adequately be passed through to our customers, our earnings and cash flows could suffer.
We operate our business through many locations, and if we are unable to effectively oversee all of these locations, our
business reputation and operating results could be materially adversely affected.
Because we rely on our extended network of 89 branch locations to operate independently to carry out our business plan,
we are subject to risks related to our ability to oversee these locations. If in the future we are unable to effectively oversee our
branch locations, our results of operations could be materially adversely affected, we could fail to comply with environmental
regulations, we could lose customers, we could lose control of inventory and other assets, and our business could be materially
adversely affected.
Our results of operations and financial condition have been and could in the future be materially adversely impacted by an
economic downturn.
The overall levels of demand for our products and services are influenced by fluctuations in levels of end-user demand,
which depend in large part on general macroeconomic conditions in the U.S. and the regional economic conditions affecting our
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branches. Our customers and suppliers may face severe financial difficulties, causing them to cease some or all their business
operations or to reduce the volume of products or services they purchase from us, or provide to us in the future. We may have
accounts receivable from customers who may not be able to honor their obligations to us. Failure to collect a significant portion
of amounts due on those receivables could have a material adverse effect on our results of operations and financial condition.
Many of our customers are heavily dependent on general economic conditions, including the availability of affordable energy
sources, employment levels, interest rates, financial credit availability, consumer confidence, and housing demand. Downturns
in these general economic conditions can significantly affect the business of our customers, which in turn affects demand,
volumes, pricing, and operating margins for our services and products. In past economic downturns, demand from our services
has declined as our customers’ reduced their costs which in turn reduced their demand for our services. During 2016, we felt the
impact of a downturn in economic activity for businesses in, and doing business with, the oil industry due to the continued
decline in the price of crude oil. Such downturns in the oil industry negatively impact the operating results of our
Environmental Services segment.
In addition, adverse economic and financial market conditions may cause our suppliers to be unable to provide materials
and components to us or may cause suppliers to make changes in the credit terms they extend to us, such as shortening the
required payment period for amounts owed to them or reducing the maximum amount of trade credit available to us. Such
changes could adversely affect our liquidity and could have a material adverse effect on our results of operations and financial
condition. If we are unable to successfully anticipate changing economic and financial market conditions, we could be
adversely affected.
We face intense competition in the industrial and hazardous waste services industries and from other used oil re-refiners.
The markets for parts cleaning, containerized waste management, used oil collection, vacuum truck services, antifreeze
recycling, and field services are intensely competitive. Numerous small companies provide these services at a regional or local
level and may be able to compete with lower overhead and operating costs. In addition, Safety-Kleen, a wholly-owned
subsidiary of Clean Harbors, Inc. and our largest competitor, has held substantial market share in the full-service parts cleaning
industry for the last five decades and has developed a significant market share in used oil services, including used oil collection
and containerized waste management. Safety-Kleen has greater financial and other resources and greater name recognition than
us. Our business growth, financial performance, and prospects may be adversely affected if we cannot effectively compete
against these competitors, or if any of our competitors develop products or services superior to those offered by us. We could
lose a significant number of customers if Safety-Kleen or other competitors materially lower their prices, improve service
quality, or develop more competitive product and service offerings.
In addition, companies involved in the waste management industry, including waste hauling, separation, recovery, and
recycling, may have the expertise, access to customers, and financial resources that would encourage them to develop and
market services and products competitive with those offered by us. We also face competition from alternative services that
provide similar benefits to our customers as those provided by us. In addition, new technology regarding the treatment and
recycling of used solvent may lead to functionally equivalent or superior products becoming available, which may decrease the
demand for our services and products or cause our products and services to become obsolete.
In the past many of our competitors announced plans to enter the used oil re-refining or base oil production business or
expand their existing used oil re-refining or base oil producing businesses by adding additional capacity. If the price of crude oil
and the price for re-refined oil products increases, competitors may again consider these plans. The additional competition may
make it harder for us to sell our re-refined base lube oil. In addition, extra competition in the collection of used oil feedstock
may require us to pay more for our used oil or prevent us from collecting enough feedstock to operate the used oil re-refinery at
capacity.
Consolidation and/or declines in the U.S. vehicle repair and U.S. manufacturing industries could cause us to experience
lower sales volumes which could materially affect our growth and financial performance.
Our business relies on continued demand for our parts cleaning and waste management services in the U.S. vehicle repair
and U.S. manufacturing industries, which may suffer from declining market size and number of locations, due in part to the
uncertainty of economic conditions, international competition, and consolidation in U.S. markets. Industry trends affecting our
customers have caused our customers' businesses to contract. Additional decline could reduce the demand for our parts cleaning
and other services and products and have a material adverse impact on our business. As a result, we may not be able to continue
to grow our business by increasing penetration into the industries which we serve, and our ability to retain our market share and
base of sales could become more difficult. Also, the increase in the percentage of electric vehicles in use in the U.S. could
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negatively impact the demand for several of our services since we believe electric vehicles create less demand for our services
compared to gasoline or diesel powered vehicles.
Our focus on small business customers causes us to be subject to the trends and downturns impacting small businesses,
which could adversely affect our business.
Our customer base is primarily composed of small companies in the vehicle repair and manufacturing industries. The high
concentration of our customers that are small businesses exposes us to some of the broad characteristics of small businesses
across the U.S. Small businesses start, close, relocate, and get purchased or sold frequently. In addition, small businesses tend to
be more significantly affected by economic recessions than larger businesses. This leads to a certain amount of ongoing
turnover in the market. As a result, we must continually identify new customers and expand our business with existing
customers in order to sustain our growth. If we experience a rise in levels of customer turnover, it may have a negative impact
on the profitability of our business.
We are dependent on third parties to supply us with the necessary components and materials to service our customers. We
are also dependent on third party transport, including rail, recycling, and disposal contractors.
In the operation of our business, we supply a large amount of virgin solvent and parts cleaning equipment to our customers.
We do not maintain extensive inventories for most of these products. If we become unable to obtain, or experience delays in the
transportation of adequate supplies and components in a timely and/or cost-effective manner, we may be unable to provide
sufficient quantities of our services and products to our customers, which could have a material adverse effect on our financial
condition and results of operations.
We are dependent on third parties for the disposal of most of our customers’ non-used oil, and non-wastewater waste
streams, and also utilize subcontractors to perform a significant portion of our field services work. We and our third party
transporters ship waste collected from our customers to a number of third party recycling and disposal facilities, including
incinerators, landfill operators, and waste-to-energy facilities. We generally do not have long-term fixed price contracts with
our third party contractors. If our current disposal vendors or subcontractors cannot perform up to our standards, our reputation
with our customers could be damaged, and we may be required to replace these vendors. Although we believe there are a
number of potential replacement disposal vendors and subcontractors that could provide such services, we may incur additional
costs and delays in identifying and qualifying such replacements. In addition, any mishandling of our customers’ waste streams
by disposal vendors or subcontractors could expose both us and our customers to liability. Any failure by disposal vendors or
subcontractors to properly collect, transport, handle or dispose of our customers’ waste streams, or any insolvency or business
closure of disposal vendors or subcontractors, could expose us to liability, damage our reputation and generally have a material
adverse effect on our business, financial condition, or results of operations.
The operation of our antifreeze recycling centers and waste water processing facilities expose us to risks that may be
uninsurable.
Similar to our re-refining operation, the operations of our antifreeze recycling centers and waste water processing facilities
expose us to risks related to the potential contamination of feedstock, adverse environmental impact of a spill or other release,
or the risk of injury to our employees or others. While we may maintain some insurance that covers portions of these exposures,
in many cases the risks are uninsurable, or we will not choose to procure insurance at levels that will cover all potential
exposure.
We may not be able to protect our intellectual property adequately.
We rely upon our experience and technological innovation and other trade secrets to develop and maintain our competitive
position. We also rely, to a significant extent, on trade secrets, confidentiality agreements, and other contractual provisions to
protect our proprietary technology, and such agreements may not adequately protect us. Our competitors could gain knowledge
of our know-how or trade secrets, either directly or through one or more of our employees or other third parties. Although we
do not regard any single trade secret or component of our proprietary expertise to be material to our operations as a whole, if
one or more of our competitors were to use or independently develop such expertise or trade secrets, our market share, sales
volumes and profit margins could be adversely affected.
In the event we become involved in defending or pursuing intellectual property litigation, such action may increase our
costs and divert management's time and attention from our business. In addition, any potential intellectual property litigation
could force us to take specific actions, including, but not limited to, the following:
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l cease selling products that use the challenged intellectual property;
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obtain from the owner of the infringed intellectual property a license to sell or use the relevant technology, which
license may not be available on reasonable terms, or at all; or
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redesign those products that use infringing intellectual property.
We have financial assurance requirements, and increases in the costs of obtaining adequate financial assurance could
negatively impact our business, financial condition or results of operations.
We are required to provide financial assurance that funds will be available, if needed, to cover various environmental,
insurance and other obligations. The costs of these obligations could be material. We typically have several options to
demonstrate satisfactory financial assurance requirements, including letters of credit, surety bonds, trust funds, and a financial
net worth test. The financial assurance instrument is provided for the benefit of the insurance underwriter, permitting authority,
or other entity and is not available for use at our discretion. The amount of financial assurance required varies based on the
specific obligations it is designed to satisfy and it may change based on the requesting parties assessment of risk related to each
obligation. The cost of financial assurance instruments is difficult to accurately predict and depends on many factors, some of
which are outside of our control, including the availability of instruments in the marketplace, the amount and form of financial
assurance required by a state, our creditworthiness and our operating history. General economic factors, including
developments within the insurance industry, may adversely affect the cost of our current financial assurance instruments and
changes in regulations may impose stricter requirements on the types of financial assurance that will be accepted. In the event
the cost of financial assurance instruments we are required to provide increases, or if we are otherwise unable to obtain
sufficient coverage, our business, financial condition, or results of operations could be materially adversely affected. Our ability
to continue conducting our industrial waste management operations could be adversely affected if we should become unable to
obtain sufficient insurance and/or financial assurance to meet our business and regulatory requirements in the future.
Climate change legislation or regulations restricting emissions of “Greenhouse Gases” could result in increased operating
costs and reduced demand for our services.
In 2009, the EPA published its findings that emissions of carbon dioxide, methane, and other greenhouse gases (“GHGs”),
present an endangerment to public health and the environment because emissions of such gases are, according to the EPA,
contributing to the warming of the earth's atmosphere and other climate changes. These findings allow the EPA to adopt and
implement regulations that would restrict emissions of GHGs under existing provisions of the federal Clean Air Act. The EPA
has adopted two sets of regulations under the existing Clean Air Act that would require a reduction in emissions of GHGs from
motor vehicles and could trigger permit review for GHG emissions from certain stationary sources. In addition, both houses of
Congress have actively considered legislation to reduce emissions of GHGs, and almost one-half of the states have taken legal
measures to reduce emissions of GHGs primarily through the planned development of GHG emission inventories and/or
regional GHG cap and trade programs. Most of these cap and trade programs work by requiring either major sources of
emissions or major producers of fuels to acquire and surrender emission allowances, with the number of allowances available
for purchase reduced each year until the overall GHG emission reduction goal is achieved. The adoption and implementation of
any regulations imposing GHG reporting obligations on, or limiting emissions of GHGs from, our equipment and operations
could require us to incur costs to monitor emissions and to reduce emissions of GHGs associated with our operations.
Expansion of our business may result in unanticipated adverse consequences.
In the future, we may seek to grow our business by investing in new or existing facilities, making acquisitions, entering
into partnerships and joint ventures, or constructing or expanding facilities such as the used oil re-refinery. Acquisitions,
partnerships, joint ventures, investments, or construction projects may require significant managerial attention, which may
divert our management from our other activities and may impair the operation of our existing businesses. Any future
acquisitions of businesses or facilities or the development of a new business line could entail a number of additional risks.
We may not be able to realize the expected benefits from any recent or future acquisitions, new facility developments,
partnerships, joint ventures or other investments.
23
We may be unable to manage our growth.
Our growth to date has placed and may continue to place significant strain on our management and operational and
financial resources. We anticipate that continued growth will require us to recruit, hire, and retain new managerial, finance,
sales, marketing, and operational personnel. We cannot be certain that we will be successful in recruiting, hiring, or retaining
those personnel. Our ability to compete effectively and to manage our future growth, if any, will depend on our ability to
maintain and improve operational, financial, and management information systems on a timely basis and to expand, train,
motivate, and manage our work force. If we continue to grow, we cannot be certain that our personnel, systems, procedures, and
controls will be adequate to support our operations.
We carry inventory of used solvents generated by customers participating in our product reuse program for parts cleaning.
Our inventory of used solvent has fluctuated and it may continue to fluctuate. If we are unable to sell our reuse inventory,
we may be required to write down the value of the inventory, and we may incur additional costs for storage and/or disposal
which would adversely impact our operating results. In addition, while we sold enough used solvent to satisfy speculative
accumulation requirements of the EPA for fiscal 2019 and prior years, we may not be able to do so in future years.
Our insurance policies do not cover all losses, costs, or liabilities that we may experience.
We maintain insurance coverage, but these policies do not cover all of our potential losses, costs, or liabilities. We could
suffer losses for uninsurable or uninsured risks or in amounts in excess of our existing insurance coverage which would
significantly affect our financial performance. For example, our pollution legal liability insurance excludes costs related to
fines, penalties, or assessments. Our insurance policies also have deductibles and self-retention limits that could expose us to
significant financial expense. Our ability to obtain and maintain adequate insurance may be affected by conditions in the
insurance market over which we have no control. The occurrence of an event that is not fully covered by insurance could have a
material adverse effect on our business, financial condition, and results of operations. In addition, our business requires that we
maintain various types of insurance. If such insurance is not available or not available on economically acceptable terms, our
business could be materially and adversely affected.
We are subject to potential liability claims relating to our services and products.
We offer our customers specific guarantees that we will be responsible for all expenses resulting from any spill that occurs
while we are transporting, processing, or disposing of customers' used solvent and other waste. Accordingly, we may be
required to indemnify our customers for any liability under CERCLA or other environmental, employment, health and safety
laws and regulations. We may also be exposed to product liability claims by our customers, users of our parts cleaning
products, or third parties claiming damages stemming from the mechanical failure of parts cleaned with solvents and/or
equipment provided by us. Although we maintain product liability insurance coverage, if our insurance coverage proves
inadequate or adequate insurance becomes unreasonably costly or otherwise unavailable, future claims may not be fully
insured. An uninsured or partially insured successful claim against us could have a material adverse effect on our business,
financial condition, and results of operations.
Litigation related to personal injury from exposure to solvents and the operation of our business may result in significant
liabilities and affect our profitability.
We have been, and in the future may be, involved in claims and litigation filed on behalf of persons alleging injury
predominantly as a result of exposure to hazardous chemicals that are a part of the solvents that we provide. In addition, the
hazards and risks associated with the use, transport, storage, handling, and disposal of our customers' waste by us and our
customers (such as fires, natural disasters, explosions, and accidents) and our customers' improper or negligent use or misuse of
aqueous parts cleaning equipment to heat our aqueous cleaning solution, or solvent to clean parts may also expose us to
personal injury claims, property damage claims, and/or products liability claims from our customers or third parties. As
protection against such claims and operating hazards, we maintain insurance coverage against some, but not all, potential losses.
However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage.
Due to the unpredictable nature of personal injury litigation, it is not possible to predict the ultimate outcome of these claims
and lawsuits, and we may be held liable for significant personal injury or damage to property or third parties, or other losses,
that are not fully covered by our insurance, which could have a material adverse effect on our business.
24
We may become subject to various legal proceedings and investigations, which may have an adverse effect on our business.
We may from time to time become a party to legal proceedings and investigations, in the normal course of business
activities. Responding to investigations or defending these actions, especially purported class actions, can be costly and can
distract management. There is also the possibility that we, or customers on whom we rely, may become involved in future
investigations or suits, including, for example, those being brought by communities against fossil fuel producers relating to
climate change, which are beginning to gain prevalence in the courts. There is the potential that the costs of defending litigation,
or the impact on us as a result of customers losing such suits, could have an adverse effect on our cash flows, results of
operations or financial position.
Our fixed cost structure may result in reduced earnings or a loss.
Our network, including our re-refinery and other facilities, fleet, and personnel, subjects us to fixed costs, which makes our
margins and earnings sensitive to changes in revenues. In periods of declining demand, our fixed cost structure may limit our
ability to cut costs, which may put us at a competitive disadvantage to firms with lower cost structures, or may result in reduced
operating margins and operating losses.
Our indebtedness could harm our operating flexibility and competitive position as well as adversely affect our financial
condition and ability to fulfill our obligations, and expose us to interest rate risk.
As of December 28, 2019, we had $30.0 million outstanding under the Credit Agreement in the form of Term A Loan.
Amounts borrowed under the Credit Agreement are secured by a security interest in substantially all of our tangible and
intangible assets. The Credit Agreement contains various requirements and covenants, including one that requires us to
maintain a specified total leverage ratio. Our ability to comply with these ratios or tests may be affected by events beyond our
control, including prevailing economic, financial, and industry conditions. A breach of any of these covenants, ratios, or tests
could result in a default under the Credit Agreement. Our level of debt and the limitations imposed on us by the debt
agreements related to such indebtedness could adversely affect our operating flexibility and put us at a competitive
disadvantage. Our debt level may adversely affect our future performance, because, among other things:
•
•
•
•
•
•
we may be placed at a competitive disadvantage relative to our competitors, some of which have lower debt service
obligations and greater financial resources than we do;
our ability to complete future acquisitions may be limited;
we will have to use a portion of our cash flow for debt service rather than for operations;
we may not be able to obtain further debt financing and may have to pay more for financing;
the indebtedness may bear interest at variable interest rates, making us vulnerable to increases in interest rates; and
we will be more vulnerable to adverse economic conditions.
The indebtedness will require future interest and principal payments. Our ability to make scheduled payments of principal,
to pay interest on, or to refinance our indebtedness and to satisfy our other debt obligations will depend upon our future
operating performance, which may be affected by factors beyond our control. In addition, there can be no assurance that future
borrowings or equity financing will be available to us on favorable terms or at all for the payment or refinancing of our
indebtedness. If we are unable to service our indebtedness, our business, financial condition and results of operations would be
materially adversely affected. Borrowings under our Credit Agreement are tied to the various stated interest rates. In the event
of an increase in interest rates or an increase in the amount of our indebtedness, our interest expense will increase and could
have a material adverse effect on our net income.
The phasing out of LIBOR after 2021 could adversely affect our financial Results
On July 27, 2017, the Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out the
London Interbank Offered Rate by the end of 2021. We expect that widespread use of LIBOR will transition to alternative
interest rates in the near future. Since loans made under our Credit Agreement may be based on LIBOR based loans, the
phasing out of LIBOR may adversely affect interest rates that could result in higher borrowing costs and higher interest
expense. The Company is currently evaluating its options under our Credit Agreement, but at this time we cannot reasonably
estimate the impact to our financial statements.
25
A decline in expected profitability of the Company or individual reporting units of the Company could result in the
impairment of assets, including goodwill, other long-lived assets, and deferred tax assets.
We hold material amounts of goodwill, other long-lived assets, and deferred tax assets on our balance sheet. A decline in
expected profitability of one of our operating segments or a decline in the global economy, could call into question the
recoverability of our related goodwill, other long-lived tangible and intangible assets, or deferred tax assets and require us to
write down or write off these assets or, in the case of deferred tax assets, recognize a valuation allowance through a charge to
income. Such an occurrence could have a material adverse effect on our annual results of operations and financial position.
Our future capital needs are uncertain and our ability to access additional financing may be negatively impacted by the
volatility and disruption of the capital and credit markets and adverse changes in the global economy.
Our capital requirements in the future will depend on many factors, including, but not limited to:
•
•
•
•
acceptance of and demand for, and pricing of our products and services;
the extent to which we invest in new technology and product development;
the costs of developing new products, services or technologies;
the costs associated with the growth of our business, if any.
If global economic conditions worsen, we could experience a decrease in cash flows from operations and may need
additional financing to fund operations and access to additional debt or equity may not be available on acceptable terms or at
all. In addition, the terms of the Credit Agreement restrict our ability to incur additional indebtedness. If we cannot raise funds
on acceptable terms when necessary, we may not be able to develop or enhance products and services, execute our business
plan, take advantage of future opportunities or respond to competitive pressures or unanticipated customer requirements.
Risks Related to our Common Stock
The price of our shares of common stock may be volatile.
The trading price of shares of our common stock may fluctuate substantially. In particular, it is possible that our operating
results may be below the expectations of public market analysts and investors, and, as a result, the price of our common stock
may decline. These fluctuations could cause you to lose part or all of your investment in shares of our common stock. Factors
that could cause fluctuations include, but are not limited to, the following:
l
l
variations in our operating results, including variations due to changes in the price of crude oil or base lubricating
oil;
announcements by us, our competitors, or others of significant business developments, changes in customer
relationships, acquisitions, or expansion plans;
l analysts' earnings estimates, ratings, and research reports;
l
the depth and liquidity of the market for our common stock;
l speculation in the press;
l strategic actions by us or our competitors, such as sales promotions or acquisitions;
l actions by our large stockholders or by institutional and other stockholders;
l
l
material litigation;
conditions in the industrial and hazardous waste services industry as a whole and in the geographic markets served
by our branches; and
l domestic and international economic factors unrelated to our performance.
The stock markets, in general, periodically experience volatility that is sometimes unrelated to the operating performance
of particular companies. These broad market fluctuations may cause the trading price of our common stock to decline.
26
The small public float for our shares may make it difficult to sell your shares and may cause volatility in our stock price.
A substantial portion of our shares of common stock are closely held by certain inside investors, and our common stock has
experienced limited trading volume since our initial public offering. As of December 28, 2019, our directors and executive
officers, and stockholders affiliated with our directors and executive officers, beneficially owned 35.5% of our common
stock. In addition, under a participation rights agreement between us and The Heritage Group, an affiliate of our Chairman Fred
Fehsenfeld ("Heritage"), Heritage has the right, except in limited circumstances, to purchase shares from us when we issue
common stock so that its percentage ownership interest in our common stock does not decrease. Therefore, if Heritage
purchases all of the shares reserved for sale to Heritage when we issue common stock, Heritage will maintain its ownership
interests in our common stock. Consequently, our public float is expected to remain small for a public company, the availability
of our shares may be limited, and you may encounter difficulty selling your shares or obtaining a suitable price at which to sell
your shares. In addition, as a result of the small float, you could experience meaningful volatility in the trading price of our
common stock.
There may be future sales or issuances of our common stock, which will dilute the ownership interests of stockholders and
may adversely affect the market price of our common stock.
We may issue additional common stock, including securities that are convertible into or exchangeable for, or that represent
the right to receive, common stock or substantially similar securities, which may result in dilution to our stockholders. In
addition, our stockholders may be further diluted by future issuances, or exercises or vesting of outstanding equity awards,
under our equity incentive plans. Sales of substantial amounts of common stock by us or our stockholders in the public market
could adversely affect the market price of the common stock. The market price of our common stock could decline as a result of
sales or issuances of a large number of our common stock or similar securities in the market after this offering or the perception
that such sales or issuances could occur.
If securities or industry analysts do not publish research or reports about our business or publish unfavorable research, or
our results are below analysts' estimates, our stock price and trading volume could decline.
The trading market for our common stock may depend on the research and reports that industry or securities analysts
publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us
downgrade our stock or our results are below analysts' estimates, our stock price would likely decline. If one or more of these
analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial
markets, which in turn could cause our stock price or trading volume to decline. Moreover, if our operating results do not meet
the expectations of the investor community, it is possible that the analysts who cover us may change their recommendations
regarding our company, and our stock price could decline.
Heritage, the Fehsenfeld family trusts, and Mr. Fehsenfeld are affiliates of each other and have significant influence over
our company, and their influence could delay or deter a change of control or other business combination or otherwise cause
us to take actions with which you may disagree.
As of December 28, 2019, Heritage, the Fehsenfeld family trusts and Mr. Fehsenfeld, who are all affiliates of each other
(collectively, the “Heritage Stockholders”), collectively beneficially own over 31.6% of our common stock. As a result, the
Heritage Stockholders have significant influence over the outcome of matters requiring a stockholder vote, including the
election of directors and the approval of significant matters and their interests may not align with the interest of other
stockholders. This concentration of voting power could have the effect of delaying, deterring or preventing a change of control
or other business combination that might otherwise be beneficial to our stockholders.
We are required to evaluate our internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act of
2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and
could have an adverse effect on our stock price.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a report by our management on our
internal control over financial reporting. Such report contains, among other matters, an assessment of the effectiveness of our
internal control over financial reporting as of the end of our fiscal year, including a statement as to whether or not our internal
control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal
control over financial reporting identified by management. Each year we must prepare or update the process documentation and
perform the evaluation needed to comply with Section 404. During this process, if our management identifies one or more
material weaknesses in our internal control over financial reporting, we will be unable to assert such internal control is
27
effective. Ensuring that we have adequate internal financial and accounting controls and procedures in place is a costly and
time-consuming effort that needs to be re-evaluated frequently. We and our independent auditors may in the future discover
areas of our internal controls that need further attention and improvement, particularly with respect to any other businesses that
we decide to acquire in the future. Implementing any appropriate changes to our internal controls may require specific
compliance training of our directors, officers, and employees, entail substantial costs in order to modify our existing accounting
systems, and take a significant period of time to complete. However, such changes may not be effective in maintaining the
adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate
financial statements on a timely basis, could increase our operating costs and could harm our ability to operate our business.
Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm
our operating results or cause us to fail to meet our reporting obligations. Investor perception that our internal controls are
inadequate or that we are unable to produce accurate financial statements on a timely, consistent basis may adversely affect our
stock price. Failure to comply with Section 404 could also potentially subject us to sanctions or investigations by the Securities
and Exchange Commission ("SEC"), NASDAQ, or other regulatory authorities.
We do not currently intend to pay cash dividends on our common stock to our stockholders and any determination to pay
cash dividends in the future will be at the discretion of our Board of Directors.
We currently intend to retain any profits to provide capacity for general corporate uses and growth of our business. Our
Board of Directors does not intend to declare cash dividends in the foreseeable future. Any determination to pay dividends to
our stockholders in the future will be at the discretion of our Board of Directors and will depend on our results of operations,
financial condition, and other factors deemed relevant by our Board of Directors. Further, our Credit Agreement restricts the
amount of dividends which can be paid in a given year. Consequently, it is uncertain when, if ever, we will declare dividends to
our stockholders. If we do not pay dividends, investors will only obtain a return on their investment if the value of our shares of
common stock appreciates. In addition, the terms of our existing or future borrowing arrangements may limit our ability to
declare and pay dividends.
Provisions in our certificate of incorporation and bylaws and Delaware law could prevent or delay transactions that
stockholders may favor.
Our company is incorporated in Delaware. Our certificate of incorporation and bylaws, as well as Delaware corporate law,
contain provisions that could delay or prevent a change of control or changes in our management that a stockholder might
consider favorable, including a provision that authorizes our Board of Directors to issue preferred stock with such voting rights,
dividend rates, liquidation, redemption, conversion, and other rights as our Board of Directors may fix and without further
stockholder action. The issuance of preferred stock with voting rights could make it more difficult for a third party to acquire a
majority of our outstanding voting stock. This could frustrate a change in the composition of our Board of Directors, which
could result in entrenchment of current management. Takeover attempts generally include offering stockholders a premium for
their stock. Therefore, preventing a takeover attempt may cause you to lose an opportunity to sell your shares at a premium. If a
change of control or change in management is delayed or prevented, the market price of our common stock could decline.
Delaware law also prohibits a corporation from engaging in a business combination with any holder of 15% or more of its
capital stock until the holder has held the stock for three years unless, among other possibilities, the Board of Directors
approves the transaction. This provision may prevent changes in our management or corporate structure. Also, under applicable
Delaware law, our Board of Directors is permitted to and may adopt additional anti-takeover measures in the future.
Our certificate of incorporation provides that the affirmative vote of at least seventy-five percent (75%) of our total voting
power is required to amend our certificate of incorporation or to approve mergers, consolidations, conversions, or the sale of all
or substantially all of our assets. Given the voting power of the Heritage Stockholders, we would need the approval of two of
the Heritage Stockholders for any of these transactions to occur.
Our bylaws provide for the division of our Board of Directors into three classes with staggered three year terms. The
classification of our Board of Directors could have the effect of making it more difficult for a third party to acquire, or
discourage a third party from attempting to acquire, control of us.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
28
ITEM 2. PROPERTIES
Corporate Headquarters. Our headquarters is based in a 33,935 square foot leased facility in Elgin, Illinois and is leased
with a term expiring in 2022.
Re-refinery, recycling and waste processing operations. As of December 28, 2019 we owned and operated a used oil re-
refinery in Indianapolis, IN, with an annual nameplate capacity of approximately 75 million gallons of used oil feedstock and
we owned and operated a solvent recycling facility at the same site which has an annual capacity of approximately six million
gallons. We operated twelve oil processing facilities, of which four perform waste water treatment, and one performs oil filter
processing. Our wastewater treatment operations have the capacity to process approximately 105 million gallons per year. We
owned the properties where eleven of our oil processing operations are located, including our waste water treatment operations
and one of our used oil filter processing operations. We leased the remaining oil processing facility with a term of year to year
tenancy. In addition, we operated eight antifreeze recycling centers, of which two facilities are owned and six facilities are
leased.
Hubs. As of December 28, 2019, we operated four distribution hubs. One in Indianapolis, IN; Shreveport, LA;
Philadelphia, PA; and Atlanta, GA. All of our hubs are leased with terms ranging two to eleven years. These operating hubs are
warehouse operations with the capability to receive and unload multiple trailers. The used solvent that arrives at the hubs is
bulked and stored for future sale or stored for future shipment to our solvent recycling unit, depending on whether the used
solvent came from our non-hazardous program or our reuse program. Containers of hazardous and non-hazardous waste that
arrive at the hubs are organized based on the destination facility. These containers are staged and loaded back into trailers for
reshipment to third-party recyclers, incinerators, landfills, and waste-to-energy facilities.
Branches. We operated 89 branches that vary in size and serve customer locations in the vast majority of the United States,
the District of Columbia, and parts of Ontario, Canada. Depending on the maturity of our branches, our branch facilities range
from small locations that only provide space to park a few vehicles and semi-trailers to larger locations that provide office space
and warehouse storage as well as additional parking. We owned 10 branch facilities, and the remaining 79 are leased with terms
ranging from month-to-month to up to eleven years.
ITEM 3. LEGAL PROCEEDINGS
In February 2016 the Company received an information request from the U.S. EPA ("EPA") regarding the operation of our
Indianapolis, Indiana re-refinery in relation to our Clean Air Act permit for the facility. During 2016 we responded fully to the
EPA's information request. On April 7, 2017 we received a notice of violation and finding of violation of the Clean Air Act
related to our operation of the re-refinery. During January 2020 we reached an agreement in principle with the EPA to resolve
this matter subject to preparation of a consent agreement and final order. As a result of the agreement we have accrued a
liability of an immaterial amount on our balance sheet as of December 28, 2019.
In October 2016, the EPA issued a Notice of Intent to file an administrative complaint against the Company for certain
alleged violations of the Emergency Planning and Community Right to Know Act (“EPCRA”) and regulations under the Clean
Water Act (involving Spill Prevention, Control and Countermeasure plans). We have reached a settlement with USEPA
involving the alleged EPCRA violations for an immaterial amount. We are also providing USEPA additional information it has
requested with regard to the alleged Clean Water Act matter and expect to have this matter resolved during the first half of
2020.
In December 2019, the Company settled its putative class action lawsuit, Adelphia, Inc. d/b/a/ Village Auto and Dan’s One
Stop Shop, LLC v. Heritage-Crystal Clean, Inc. and Heritage-Crystal Clean, LLC, Case No. 15-L-386, filed in the Circuit Court
for the Sixteenth Judicial Circuit in Kane County, Illinois, alleging that the Company charged fees in violation of both its
contracts and applicable state laws. The case involved claims brought under the Illinois Consumer Fraud and Deceptive
Business Practices Act, 815 ILCS 505/1 et seq., as well as claims for breach of contract and unjust enrichment. The case was
brought as a putative class action on behalf of all customers of HCC who entered into a written contract and have paid a fuel
surcharge from 2005 to present. Under the settlement, the Company agreed to fund up to $11.0 million less deductions and
payments for administration expenses, attorney's fees, and other expenses, for claims of class members. We expect that the final
amounts owed pursuant to this settlement will be determined by the end of the second fiscal quarter of 2020.
29
On April 23, 2019, the U.S. Environmental Protection Agency served a grand jury subpoena on the Company seeking
information regarding the Company's handling of two shipments of a customer's waste stream which occurred back in 2018.
The Company is cooperating with the USEPA by providing the requested information.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
30
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS,
AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
Our common stock trades on the NASDAQ Global Select Market under the symbol “HCCI”.
On February 27, the closing price of our common stock on the NASDAQ Global Select Market was $25.93 per share.
On February 27, 2020, there were 545 stockholders of record of our common stock. Several brokerage firms, banks, and other
institutions (“nominees”) are listed once on the stockholders of record listing. However, in most cases, the nominees' holdings
represent blocks of our common stock held in brokerage accounts for a number of individual stockholders. As such, our actual
number of beneficial stockholders would be higher than the number of registered stockholders of record.
We have never declared nor paid any cash dividends on our common stock, and we do not intend to pay any dividends on
our common stock in the foreseeable future. We intend to retain any future earnings for use in the operation and expansion of
our business and payment of our outstanding debt. In addition, our current credit agreement limits the amount of dividends we
can pay on our common stock (see "Liquidity and Capital Resources" under Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations").
Unregistered Sales of Equity Securities and Use of Proceeds
All repurchase activity of equity securities during the period covered by this Annual Report were previously disclosed in our
current Quarterly Reports on Form 10-Q. The Company had no unregistered sales of equity securities during 2019.
31
Performance Graph
The graph set forth below compares the cumulative total stockholder return on our common stock between January 3, 2015
and December 28, 2019, with the cumulative total return of (i) the NASDAQ Composite Index and (ii) the NASDAQ
Industrials Index, over the same period. This graph assumes the investment of $100 on January 3, 2013 in our common stock, in
the NASDAQ Composite Index, and in the NASDAQ Industrials Index, and assumes the reinvestment of dividends, if any.
The comparisons shown in the graph below are based upon historical data. We caution that the stock price performance
shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our
common stock.
January 3,
2015
January 2,
2016
December
31, 2016
December 30,
2017
December
29, 2018
December
28, 2019
Heritage-Crystal Clean, Inc.
NASDAQ Composite Index
NASDAQ Industrials Index
$
$
$
100.00
100.00
100.00
$
$
$
86.00
106.00
109.00
$
$
$
128.00
114.00
118.00
$
$
$
177.00
146.00
146.00
$
$
$
182.00
139.00
142.00
$
$
$
257.00
191.00
181.00
Securities Authorized for Issuance under Equity Compensation Plans
See Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," for a
description of the securities which are authorized for issuance under our equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
The following summary of consolidated financial information has been derived from the audited consolidated financial
statements included in Item 8, "Financial Statements and Supplementary Data," of this report. This information should be
reviewed in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the consolidated financial statements and the notes thereto included in Item 8, "Financial Statements and
Supplementary Data" of this report. Our fiscal year ends on the Saturday closest to December 31. "Fiscal 2019" represents the
52-week period ended December 28, 2019. "Fiscal 2018" represents the 52-week period ended December 29, 2018. "Fiscal
2017" represents the 52-week period ended December 30, 2017. "Fiscal 2016" represents the 53-week period ended
December 31, 2016. "Fiscal 2015" represents the 52-week period ended January 2, 2016. We have derived the statement of
32
DollarsStock Performance Graph(January 3, 2015 through December 28, 2019)Heritage-Crystal Clean, Inc.NASDAQ Composite IndexNASDAQ Industrials Index01/03/1501/02/1612/31/1612/30/1712/29/1812/28/1950100150200250300
operations for the fiscal years ended December 31, 2016 and January 2, 2016 and the balance sheet data at December 30, 2017,
December 31, 2016, and January 2, 2016, from our audited consolidated financial statements not included in this report.
Fiscal Year
STATEMENTS OF OPERATIONS DATA
Revenues
2019
(In Thousands, Except per Share Amounts)
2017
2018
2016
2015
Service revenues
Product revenues
Rental income
Total revenues
Operating Expenses
Operating costs
Selling, general, and administrative expenses
Depreciation and amortization
Impairment of goodwill
Other expense (income) - net
Operating income
Interest expense - net
Income before income taxes
Provision for income taxes
Net income
Income attributable to noncontrolling interest
Income attributable to Heritage-Crystal Clean,
Inc. common stockholders
Net income per share available to common
stockholders: basic
Net income per share available to common
stockholders: diluted
Number of weighted average common shares
outstanding :
$
$
$
$
250,491
$
250,262
$
233,999
$
235,898
$
215,698
159,921
131,958
111,729
134,320
$
$
$
$
171,273
22,663
444,427
349,603
50,224
18,249
—
13,490
12,861
869
$
$
$
$
—
410,183
323,165
47,714
16,157
—
1,606
21,541
1,052
$
$
—
365,957
276,102
47,401
17,967
—
(10,940)
35,427
1,094
—
347,627
267,503
49,823
17,991
—
1,416
10,894
2,069
$
11,992
$
20,489
$
34,333
$
8,825
$
3,243
8,749
386
5,451
15,038
310
5,923
28,410
287
2,811
6,014
172
—
350,018
280,708
45,269
17,197
3,952
(1,297)
4,189
1,880
2,309
899
1,410
160
8,363
$
14,728
$
28,123
$
5,842
$
1,250
0.36
0.36
$
$
0.64
0.63
$
$
1.24
1.23
$
$
0.26
0.26
$
$
0.06
0.06
Basic
Diluted
23,160
23,398
23,026
23,334
22,662
22,922
22,258
22,516
22,146
22,408
(thousands, except branch data)
2019
2018
2017
2016
2015
OTHER OPERATING DATA (UNAUDITED):
Average revenues per working day - Environmental Services
$
1,195
$
1,130
$
970
$
885
$
Number of branches at end of fiscal year
89
89
86
83
895
82
Fiscal Year
(thousands)
2019
2018
2017
2016
2015
At Fiscal Year End
BALANCE SHEET DATA:
Cash and cash equivalents
Total assets
Long-term debt, less current maturities
$
$
60,694
471,314
29,348
$
43,579
347,822
29,046
41,889
314,657
28,744
$
36,610
314,307
63,454
$
23,608
301,848
69,478
Total stockholders' equity
$
265,631
$
254,231
$
235,926
$
198,269
$
189,833
33
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Disclosure Regarding Forward-Looking Statements
You should read the following discussion in conjunction with our consolidated financial statements and related notes in
our Annual Report on Form 10-K. In addition to historical information, this discussion contains forward-looking statements
that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our
expectations. Factors that could cause such differences include those described in the section titled “Risk Factors” and
elsewhere in our Annual Report on Form 10-K. We undertake no obligation to update any of the forward-looking statements.
Certain tabular information may not foot due to rounding. Our fiscal year ends on the Saturday closest to December 31.
"Fiscal 2019" represents the 52-week period ended December 28, 2019."Fiscal 2018" represents the 52-week period ended
December 29, 2018. "Fiscal 2017" represents the 52-week period ended December 30, 2017.
Overview
We provide parts cleaning, containerized waste management, used oil collection, vacuum truck services, antifreeze
recycling, and field services, and we own and operate a used oil re-refinery where we re-refine used lubricating oils into high
quality lubricant base oil and other products. We are the second largest provider of industrial and hazardous waste services to
small and mid-sized customers in both the vehicle maintenance and manufacturing industries, and we have the second largest
used oil re-refining capacity in North America. Our services help our customers manage their used chemicals and liquid and
solid wastes, while also helping to minimize their regulatory burdens. We operate from a network of 89 branch facilities
providing services to customers in 45 states and parts of Canada. We conduct business through two principal operating
segments: Environmental Services and Oil Business.
Our Environmental Services segment revenues are generated primarily from providing parts cleaning, containerized waste
management, vacuum truck, antifreeze recycling services, and field services. Revenues from this segment accounted for 68% of
our total company revenues for fiscal 2019. In the Environmental Services segment, we define and measure same-branch
revenues for a given period as the subset of all our branches that have been open and operating throughout and between the
periods being compared, and we refer to these as established branches. We calculate average revenues per working day by
dividing our revenues by the number of non-holiday weekdays in the applicable fiscal year or fiscal quarter.
Our Oil Business segment consists primarily of our used oil collection and used oil re-refining activities, which accounted
for 32% of our fiscal 2019 total company revenues.
No single customer accounted for more than 10% of consolidated revenues in fiscal 2019, 2018, or 2017. There were no
intersegment revenues during fiscal 2019.
We have established prices for our services primarily based on the perceived value of those services in the marketplace.
Our customer agreements typically provide for annual renewal and price increases. With respect to our oil product sales, some
prices are set through contracts or purchase orders with customers, which may be based on the market prices of an underlying
commodity or market indicator.
Our operating costs include the costs of the materials we use in our products and services, such as used oil collected from
customers or purchased from third party collectors, solvent, and other chemicals. The used solvent that we retrieve from
customers in our product reuse program is accounted for as a reduction in our net cost of solvent under operating costs, whether
placed in inventory or sold to a purchaser for reuse. Changes in the price of crude oil can impact operating costs indirectly as it
may impact the price we pay for solvent or our cost to obtain used oil, although we attempt to offset volatility in the oil markets
by managing the spread between our costs to procure used oil and the prices we charge for our products and services. Operating
costs also include transportation of solvents and waste, payments to third parties to recycle or dispose of the waste materials that
we collect, and the costs of operating our re-refinery, recycling centers, hubs, and branch system including personnel costs
(including commissions), facility rent, truck leases, fuel, and maintenance. Our operating costs as a percentage of sales
generally increase in relation to the number of new branch openings. As new branches achieve route density and scale
efficiencies, our operating costs as a percentage of sales generally decrease.
We use profit before corporate selling, general, and administrative expenses ("SG&A") as a key measure of segment
profitability. We define profit before SG&A as revenue less operating costs and depreciation and amortization from operations.
34
Our selling, general, and administrative expenses include the costs of performing centralized business functions, including
sales management at or above the regional level, business management, billing, receivables management, accounting and
finance, information technology, environmental health and safety, and legal.
We operate a used oil re-refinery located in Indianapolis, Indiana, through which we re-refine used oil into high quality
lubricant base oil and other products. We supply the base oil to firms that produce and market finished lubricants. Our re-
refinery has an annual nameplate capacity of approximately 75 million gallons of used oil feedstock, allowing it to produce
approximately 47 million gallons of lubricating base oil per year when operating at full capacity.
Critical Accounting Policies
Critical accounting policies are those that both are important to the accurate portrayal of a company’s financial condition
and results and require subjective or complex judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain.
In order to prepare financial statements that conform to accounting principles generally accepted in the United States,
commonly referred to as GAAP, we make estimates and assumptions that affect the amounts reported in our financial
statements and accompanying notes. Certain estimates are particularly sensitive due to their significance to the financial
statements and the possibility that future events may be significantly different from our expectations.
We have identified the following accounting policies as those that require us to make the most subjective or complex
judgments in order to fairly present our consolidated financial position and results of operations. Actual results in these areas
could differ materially from management's estimates under different assumptions and conditions.
Acquisitions
We account for acquired businesses using the purchase method of accounting, which requires that the assets acquired,
liabilities assumed, and contingent consideration be recorded as of the date of acquisition at their respective fair values. It
further requires acquisition-related costs to be recognized separately from the acquisition and expensed as incurred and
restructuring costs to be expensed in periods subsequent to the acquisition date.
Identifiable Intangible Assets
The fair value of intangible assets may be based on significant judgments made by management. We sometimes engage
third party valuation appraisal firms to assist us in determining the fair values and useful lives of the assets acquired. Such
valuations and useful life determinations require us to make significant estimates and assumptions. These estimates and
assumptions are based on historical experience and information obtained from the management of the acquired companies, and
also include, but are not limited to, future expected cash flows to be earned from the continued operation of the acquired
business and discount rates applied in determining the present value of those cash flows. Unanticipated events and
circumstances may occur that could affect the accuracy or validity of such assumptions, estimates, or actual results. These
intangible assets are amortized on a straight-line basis over their estimated economic lives.
Goodwill
In fiscal 2017, the Company performed a qualitative assessment to determine whether the two-step quantitative impairment
test was necessary. The Oil Business reporting unit had zero goodwill throughout fiscal 2017. Based on the qualitative
assessment, the Company concluded it is more likely than not that the fair value of the Environmental Services reporting unit is
greater than its carrying amount including goodwill, and therefore the two-step quantitative test was not necessary and no
impairment was indicated.
In fiscal 2018, the Company performed a qualitative assessment to determine whether the two-step quantitative impairment
test was necessary. The Oil Business reporting unit had zero goodwill throughout fiscal 2018. Based on the qualitative
assessment, the Company concluded it is more likely than not that the fair value of the Environmental Services reporting unit is
greater than its carrying amount including goodwill, and therefore the two-step quantitative test was not necessary and no
impairment was indicated.
35
In fiscal 2019, the Company performed a qualitative assessment to determine whether the two-step quantitative impairment
test was necessary. The Oil Business reporting unit had zero goodwill throughout fiscal 2019. Based on the qualitative
assessment, the Company concluded it is more likely than not that the fair value of the Environmental Services reporting unit is
greater than its carrying amount including goodwill, and therefore the two-step quantitative test was not necessary and no
impairment was indicated.
Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Consistent with industry practices,
we require payment from most customers within 30 days of invoice date. The allowance for doubtful accounts is our best
estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on
analysis of customer creditworthiness, historical losses, and general economic trends and conditions. We perform periodic
credit evaluations of our customers and typically do not require collateral. We have an estimation procedure, based on historical
data and recent changes in the aging of these receivables that we use to record reserves throughout the year. In the last five
years, our provisions for doubtful accounts have averaged 0.2% of sales. We do not have any off-balance sheet credit exposure
related to our customers.
Inventory
Inventory consists primarily of used oil, processed oil, catalyst, new and used solvents, new and used antifreeze products,
new and refurbished parts cleaning machines, drums, and other items. Inventories are valued at the lower of first-in, first-out
("FIFO") cost and net realizable value, net of any reserves for excess, obsolete, or unsalable inventory. We perform a physical
inventory count on a periodic basis and use the results of these counts to determine inventory quantities. The quantities are used
to help determine the value of our inventory. We continually monitor our inventory levels at each of our distribution locations
and evaluate inventories for excess or slow-moving items.
In evaluating inventory for impairment, the Company considers factors that may impact the valuation of inventory,
including declines in net realizable value. If circumstances indicate the cost basis of inventories exceed their net realizable
value, inventories are reduced to net realizable value. In fiscal 2019, we recorded no inventory impairment charges.
Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment and purchased intangibles subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated
undiscounted future cash flows expected to be generated by the asset, an impairment charge is recognized as the amount by
which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately
presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no
longer be depreciated. We recorded no impairment charges of long-lived assets in fiscal 2019.
36
RESULTS OF OPERATIONS
General
Fiscal Year Ended December 28, 2019 versus Fiscal Year Ended December 29, 2018
The following table sets forth certain operating data as a percentage of revenues for the periods indicated:
(thousands)
Revenues
Service revenues
Product revenues
Rental income
Total revenues
Operating expenses -
Operating costs
Selling, general, and administrative expenses
Depreciation and amortization
Other expense - net
Operating income
Interest expense – net
Income before income taxes
Provision for income taxes
Net income
Income attributable to noncontrolling interest
Income attributable to Heritage-Crystal Clean,
Inc. common stockholders
$
$
$
For the Fiscal Years Ended,
December 28, 2019
December 29, 2018
250,491
56.4 % $
250,262
171,273
38.5 %
159,921
22,663
5.1 %
—
61.0 %
39.0 %
N/A
444,427
100.0 % $
410,183
100.0 %
349,603
78.7 % $
323,165
50,224
18,249
13,490
12,861
869
11.3 %
4.1 %
3.0 %
2.9 %
0.2 %
47,714
16,157
1,606
21,541
1,052
$
11,992
2.7 % $
20,489
3,243
8,749
386
0.7 %
2.0 %
0.1 %
5,451
15,038
310
78.8 %
11.6 %
3.9 %
0.4 %
5.3 %
0.3 %
5.0 %
1.3 %
3.7 %
0.1 %
$
8,363
1.9 % $
14,728
3.6 %
Revenues
In 2019, we generated $444.4 million of revenue compared to prior year revenue of $410.2 million, an increase of $34.2
million, or 8.3%, driven by strong growth in our Environmental Services segment. In fiscal 2019, Environmental Services
revenues increased $31.4 million, or 11.6%, compared to fiscal 2018. The increase in revenues was driven primarily by growth
in our antifreeze recycling, containerized waste, and vacuum services businesses, and to a lesser extent in all of our other
Environmental Services segment product and service lines of business.
Revenue from our Oil Business increased $2.8 million, or 2.0%, compared to fiscal 2018. The increase in revenue was
primarily due to higher volumes of base oil gallons sold, due in part to an increase of base lube gallons produced, partially
offset by lower base oil pricing. During fiscal 2019, the average selling price for our base oil product decreased approximately
11% compared to fiscal 2018.
Operating costs
Operating costs increased $26.4 million, or 8.2%, to $349.6 million in fiscal 2019 compared to $323.2 million in fiscal
2018. The increase in operating costs was primarily a result of significantly higher labor and employee benefit costs, disposal
charges, and logistics related costs, partially offset with lower re-refinery shutdown and maintenance costs compared to fiscal
2018. Higher labor costs was the result of investments in new resources to support our revenue growth and annual wage
increases, while higher disposal costs were driven primarily by higher volumes of waste material in our vacuum services,
containerized waste, and field services businesses.
We expect that in the future our operating costs in the Environmental Services business will continue to increase as our
service volume increases; however, a decrease in crude oil prices could partially offset this cost increase because a decrease in
price could cause a decline in the price we pay for parts cleaning solvent and diesel fuel. Whether or not we have an increase in
37
service volume, an increase in the price of crude oil could result in an increase in operating costs in the Environmental Services
segment since this will likely result in an increase in the price we pay for parts cleaning solvent and diesel fuel. In the Oil
Business segment, our operating costs could increase or decrease in the future depending on changes in the price for crude oil
which could directly impact our used oil collection costs and processing costs at our re-refinery.
Selling, general, and administrative expenses
Selling, general, and administrative expenses increased $2.5 million, or 5.0%, from fiscal 2018 to $50.2 million in fiscal
2019. The year-over-year increase in SG&A was mainly due to higher salaries and employee benefit related expenses, along
with higher bad debt expense, partially offset by lower legal fees and share-based compensation. Overall, selling, general and
administrative expenses as a percentage of revenues decreased slightly to 12.2% in fiscal 2019 from 12.4% in fiscal 2018.
Other expense (income) - net
Other expense (income) - net of $13.5 million for fiscal 2019 primarily consists of an $11.0 million charge taken in the
fourth quarter of fiscal 2019 as a result of the settlement of a class action lawsuit to resolve claims made against us in litigation
pertaining to fuel surcharges (see "Legal Proceedings"). In addition, approximately $2.7 million of expense was related
primarily to costs and asset write-offs associated with site closure. Other expense - net of $1.6 million for fiscal 2018 primarily
consists of $1.0 million of site closure costs.
Interest expense - net
Interest expense - net of $0.9 million includes interest expense of $1.7 million, of which approximately $1.2 million of
interest expense related to our term loan, and $0.3 million was amortization of debt issuance costs, partially offset by $0.8
million of interest income. In fiscal 2018, interest expense - net of $1.1 million, includes interest expense of $1.5 million, of
which $1.2 million of interest expense was on our term loan, and $0.3 million was amortization of debt issuance costs, partially
offset by $0.5 million of interest income. No interest was capitalized in fiscal years 2019 and 2018.
Provision for income taxes
The Company's effective tax rate for fiscal 2019 was 27.0% compared to 26.6% in fiscal 2018. The difference in the
effective tax rate is principally attributable to state income taxes.
Segment Information
The following table presents revenues by segment:
(thousands)
Revenues:
For the Fiscal Years Ended,
Increase
December 28, 2019
December 29, 2018
$
%
Environmental Services
Oil Business
Total
$
$
302,543
141,884
444,427
$
$
271,131
139,052
410,183
$
$
31,412
2,832
34,244
11.6 %
2.0 %
8.3 %
In fiscal 2019, Environmental Services revenues increased $31.4 million, or 11.6%, compared to fiscal 2018. The increase
in revenues was driven by growth in all Environmental Services segment product and service lines of business primarily due to
growth in our antifreeze recycling, containerized waste, and vacuum services businesses.
Revenue from our Oil Business increased $2.8 million, or 2.0%, compared to fiscal 2018. The increase in revenue was
primarily due to higher volumes of base oil gallons sold, due in part to a 10% increase of base lube gallons produced, partially
offset by lower base oil pricing. During fiscal 2019, the average selling price for our base oil product decreased approximately
11% compared to fiscal 2018. During fiscal 2019 and 2018, we sold approximately 47 million and 42 million gallons of base
oil, respectively.
38
Segment Profit before Corporate Selling, General and Administrative Expenses ("SG&A")
The following table presents profit by segment before corporate SG&A:
(thousands)
Profit before corporate SG&A*
Environmental Services
Oil Business
Total
For the Fiscal Years Ended,
Increase/(Decrease)
December 28, 2019
December 29, 2018
$
%
$
$
75,735
4,665
80,400
$
$
69,406
4,705
74,111
$
$
6,329
(40)
6,289
9.1 %
(0.9)%
8.5 %
*Includes depreciation and amortization related to operating activity but not depreciation and amortization related to corporate selling,
general, and administrative activity. For further discussion see Note 13 in our consolidated financial statements and the notes thereto included
in Item 8.
In fiscal 2019, Environmental Services profit before SG&A increased $6.3 million, or 9.1%, due to higher revenue
outpacing higher labor and healthcare, disposal, and transportation related costs year-over-year. Profit before corporate SG&A
expense as a percentage of revenues in the Environmental Services segment decreased to 25.0% in fiscal 2019 compared to
25.6% in fiscal 2018.
The sale of used solvent generated by customers participating in our product reuse program for parts cleaning is not
accounted for as revenues, but rather as a reduction in our net cost of solvent under operating costs. In both fiscal 2019 and
2018, the impact of used solvent sales was immaterial.
In fiscal 2019, the Oil Business profit before corporate SG&A was essentially flat compared to fiscal 2018 at
approximately $4.7 million. Profitability of the Oil Business during fiscal 2019 was impacted by lower pricing for base oil
product and higher transportation costs, partially offset by higher base oil sales volume and lower re-refinery shutdown and
maintenance costs compared to fiscal 2018.
39
Fiscal Year Ended December 29, 2018 versus Fiscal Year Ended December 30, 2017
The following table sets forth certain operating data as a percentage of revenues for the periods indicated:
(thousands)
Revenues
Service revenues
Product revenues
Total revenues
Operating expenses -
Operating costs
Selling, general, and administrative expenses
Depreciation and amortization
Other expense (income) - net
Operating income
Interest expense – net
Income before income taxes
Provision for income taxes
Net income
Income attributable to noncontrolling interest
Income attributable to Heritage-Crystal Clean,
Inc. common stockholders
$
$
$
$
For the Fiscal Years Ended,
December 29, 2018
December 30, 2017
250,262
61.0 % $
233,999
159,921
39.0 %
131,958
63.9 %
36.1 %
410,183
100.0 % $
365,957
100.0 %
(10,940)
(3.0)%
323,165
78.8 % $
276,102
47,714
16,157
1,606
21,541
1,052
20,489
5,451
15,038
310
11.6 %
3.9 %
0.4 %
5.3 %
0.3 %
47,401
17,967
35,427
1,094
5.0 % $
34,333
1.3 %
3.7 %
0.1 %
5,923
28,410
287
75.4 %
13.0 %
4.9 %
9.7 %
0.3 %
9.4 %
1.6 %
7.8 %
0.1 %
$
14,728
3.6 % $
28,123
7.7 %
Revenues
In 2018, we generated $410.2 million of revenue compared to prior year revenue of $366.0 million, an increase of $44.2
million, or 12.1%, driven by strong growth in our Environmental Services segment. In fiscal 2018, Environmental Services
revenues increased $33.1 million, or 13.9%, compared to fiscal 2017. The increase in revenue from our Environmental Services
segment was driven by growth in all Environmental Services segment product and service lines of business primarily due to
growth in our field services, containerized waste, and antifreeze businesses. Revenue from our Oil Business increased $11.2
million, or 8.7%, compared to fiscal 2017. The increase in revenue was primarily due to stronger base oil pricing and higher
volumes of base oil gallons sold, due in part to strong base oil production at our re-refinery during the second and third quarters
of fiscal 2018, but partially offset by a planned, extended shut-down at our re-finery during the fourth quarter of fiscal 2018 and
unplanned downtime at our re-refinery during the first quarter of fiscal 2018. During fiscal 2018, the average spot market price
for the type of base oil product we produce increased approximately 14% compared to fiscal 2017.
Operating costs
Operating costs increased $47.1 million, or 17.0%, to $323.2 million in fiscal 2018 compared to $276.1 million in fiscal
2017. The increase in operating costs was primarily a result of significantly higher labor, transportation, and disposal costs,
along with higher re-refinery shutdown and maintenance costs compared to fiscal 2017. Higher labor costs is the result of
investment in new resources to support future revenue growth. Higher transportation costs in the Environmental Services
segment was driven mainly by continued expansion geographically, and the roll-out of some of our newer service offerings to
existing branches. We expect that in the future our operating costs in the Environmental Services business will continue to
increase as our service volume increases; however, a decrease in crude oil prices could partially offset this cost increase because
a decrease in price could cause a decline in the price we pay for parts cleaning solvent and diesel fuel. Whether or not we have
an increase in service volume, an increase in the price of crude oil could result in an increase in operating costs in the
Environmental Services segment since this will likely result in an increase in the price we pay for parts cleaning solvent and
diesel fuel. In the Oil Business segment, our operating costs could increase or decrease in the future depending on changes in
the price for crude oil which could directly impact our used oil collection costs and processing costs at our re-refinery.
40
Selling, general, and administrative expenses
Selling, general, and administrative expenses of $47.7 million in fiscal 2018 remained flat to fiscal 2017. Overall, selling,
general and administrative expenses as a percentage of revenues decreased to 11.6% in fiscal 2018 from 13.0% in fiscal 2017
primarily due to a higher revenue base along with lower severance, legal fees and bank fees, partially offset by higher share-
based compensation expenses.
Other (income) expense - net
Other expense of $1.6 million for fiscal 2018 primarily consists of $1.0 million of site closure costs. Other (income) of
$10.9 million for fiscal 2017 included a gain of $5.1 million received in the first quarter of fiscal 2017 as a result of having
received a partial award for a claim made in arbitration and a gain of $3.6 million received during the second quarter of fiscal
2017 from a settlement agreement, both of which were related to our acquisition of FCC Environmental, LLC and International
Petroleum Corp. of Delaware in 2014, partially offset by other net losses of $0.9 million. Additionally, during the third quarter
of 2017, the Company recorded a gain of $3.1 million from having sold the Company's facility located in Pompano Beach,
Florida.
Interest expense - net
Interest expense - net for fiscal 2018 and 2017 was $1.1 million. In fiscal 2018, the Company recorded interest expense
of $1.5 million, of which $1.2 million of interest expense is on our term loan, and $0.3 million is amortization of debt issuance
costs, partially offset by $0.5 million of interest income. In fiscal 2017 we recorded interest expense of $1.2 million, along with
$0.4 million for the amortization of debt issuance costs as a result of our Term Loan, partially offset by $0.4 million of interest
income we received as part of our award from the arbitration related to our acquisition of FCC Environmental and International
Petroleum Corp. of Delaware in 2014.
Provision for income taxes
The Company's effective tax rate for fiscal 2018 was 26.6% compared to 17.3% in fiscal 2017. The difference in the
effective tax rate is principally attributable to the impact on our deferred taxes as of December 30, 2017 of the reduction in the
U.S. federal corporate tax rate to 21%. The 21% statutory federal rate is increased by state taxes and non-deductible expenses
and it is partially reduced by the favorable impact of stock compensation windfall benefit.
Segment Information
The following table presents revenues by segment:
(thousands)
Revenues:
For the Fiscal Years Ended,
Increase
December 29, 2018
December 30, 2017
$
%
Environmental Services
Oil Business
Total
$
$
271,131
139,052
410,183
$
$
238,055
127,902
365,957
$
$
33,076
11,150
44,226
13.9 %
8.7 %
12.1 %
In fiscal 2018, Environmental Services revenues increased $33.1 million, or 13.9%, compared to fiscal 2017. The increase
in revenue from our Environmental Services segment was driven by growth in all Environmental Services segment product and
service lines of business primarily due to growth in our field services, containerized waste, and antifreeze businesses.
In fiscal 2018, Oil Business revenues increased $11.2 million, or 8.7%, primarily due to stronger base oil pricing and
higher volumes of base oil gallons sold, due in part to strong base oil production at our re-refinery during the second and third
quarters of fiscal 2018, but partially offset by a planned, extended shut-down at our re-finery during the fourth quarter of fiscal
2018. During fiscal 2018, the average spot market price for the type of base oil product we produce increased approximately
14% compared to fiscal 2017. During fiscal 2018 and 2017, we sold approximately 42 million gallons of base oil.
Segment Profit before Corporate Selling, General and Administrative Expenses ("SG&A")
The following table presents profit by segment before corporate SG&A:
41
(thousands)
Profit before corporate SG&A*
Environmental Services
Oil Business
Total
For the Fiscal Years Ended,
Increase/(Decrease)
December 29, 2018
December 30, 2017
$
%
$
$
69,406
4,705
74,111
$
$
66,896
8,657
75,553
$
$
2,510
(3,952)
(1,442)
3.8 %
(45.7)%
(1.9)%
*Includes depreciation and amortization related to operating activity but not depreciation and amortization related to corporate selling,
general, and administrative activity. For further discussion see Note 13 in our consolidated financial statements and the notes thereto included
in Item 8.
In fiscal 2018, Environmental Services profit before SG&A increased $2.5 million, or 3.8%, due to higher revenue
outpacing higher labor, transportation, and disposal costs year-over-year. However, profit before corporate SG&A expense as a
percentage of revenues in the Environmental Services segment dropped to 25.6% in fiscal 2018 compared to 28.1% in fiscal
2017.
The sale of used solvent generated by customers participating in our product reuse program for parts cleaning is not
accounted for as revenues, but rather as a reduction in our net cost of solvent under operating costs. In both fiscal 2018 and
2017, the impact of reused solvent sales was immaterial.
In fiscal 2018, the Oil Business generated profit before corporate SG&A of $4.7 million compared to a profit before
corporate SG&A of $8.7 million during fiscal 2017. The decline in profitability of the Oil Business during fiscal 2018 was
primarily due to extended downtime at the re-refinery compared to 2017 which led to lower leveraging of fixed costs, higher
shut-down expenses and higher logistics costs. An increase in the cost of used oil feedstock compared to fiscal 2017 also
negatively impacted profitability in this segment.
FINANCIAL CONDITION
Liquidity and Capital Resources
Cash and Cash Equivalents
As of December 28, 2019 and December 29, 2018, cash and cash equivalents were $60.7 million and $43.6 million,
respectively. Our primary sources of liquidity are cash flows from operations and funds available to borrow under our term loan
and revolving bank credit facility.
Debt and Financing Arrangements
The Company's Credit Agreement ("Credit Agreement"), dated February 21, 2017, provides for borrowings of up to $95.0
million, subject to the satisfaction of certain terms and conditions, comprised of a term loan of $30.0 million and up to $65.0
million of borrowings under a revolving loan. The actual amount available under the revolving loan portion of the Credit
Agreement is limited by the Company's total leverage ratio. The amount available to draw at any point in time would be further
reduced by any standby letters of credit issued.
Loans made under the Credit Agreement may be Base Rate Loans or LIBOR Rate Loans, at the election of the Company
subject to certain exceptions. Base Rate Loans have an interest rate equal to (i) the higher of (a) the federal funds rate plus
0.5%, (b) the London Interbank Offering Rate (“LIBOR”) plus 1%, or (c) Bank of America's prime rate, plus (ii) a variable
margin of between 0.75% and 1.75% depending on the Company's total leverage ratio, calculated on a consolidated basis.
LIBOR rate loans have an interest rate equal to (i) the LIBOR rate plus (ii) a variable margin of between 1.75% and 2.75%
depending on the Company's total leverage ratio. Amounts borrowed under the Credit Agreement are secured by a security
interest in substantially all of the Company's tangible and intangible assets. Please see "Item 1A. Risk Factors" for more
information in regard to the phasing out of LIBOR after 2021.
The Credit Agreement contains customary terms and provisions (including representations, covenants, and conditions) for
transactions of this type. Certain covenants, among other things, restrict the Company's and its Subsidiaries' ability to incur
42
indebtedness, grant liens, make investments and sell assets. The Credit Agreement contains customary events of default,
covenants and representations and warranties. Financial covenants include:
•
•
•
An interest coverage ratio (based on interest expense and EBITDA) of at least 3.5 to 1.0;
A total leverage ratio no greater than 3.0 to 1.0, provided that in the event of a permitted acquisition having an
aggregate consideration equal to $10.0 million or more, at the Borrower’s election, the foregoing 3.00 to 1.00 shall be
deemed to be 3.25 to 1.00 for the fiscal quarter in which such permitted acquisition occurs and the three immediately
following fiscal quarters and will thereafter revert to 3.00 to 1.00;
A capital expenditures covenant limiting capital expenditures to $100.0 million plus, if the capital expenditures
permitted have been fully utilized, an additional amount for the remaining term of the Agreement equal to 35% of
EBITDA for the thirteen “four-week” periods most recently ended immediately prior to the full utilization of such
$100.0 million basket
As of December 28, 2019 and December 29, 2018, the Company was in compliance with all covenants under the Credit
Agreement. As of December 28, 2019, and December 29, 2018, the Company had $1.1 million and $1.3 million of standby
letters of credit issued, respectively, and $63.9 million and $63.7 million was available for borrowing under the bank credit
facility, respectively.
We believe that our existing cash, cash equivalents, available borrowings, and other sources of financings will be sufficient
to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. We cannot
guarantee this will be the case or that our assumptions regarding revenues and expenses underlying this belief will be
accurate. If, in the future, we require more liquidity than is available to us under our credit facility, we may need to raise
additional funds through debt or equity offerings. Adequate funds may not be available when needed or may not be available on
terms favorable to us, especially given the current condition of the financial credit markets. If additional funds are raised by
issuing equity securities, dilution to existing stockholders may result. If we raise additional funds by obtaining loans from third
parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that
could impair our operational flexibility, and would also require us to fund additional interest expense. If funding is insufficient
at any time in the future, we may be unable to develop or enhance our products or services, take advantage of business
opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our business, financial
condition and results of operations.
Summary of Cash Flow Activity
(thousands)
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Net increase in cash and cash equivalents
For the Fiscal Years Ended,
December 28,
2019
December 29,
2018
December 30,
2017
$
$
53,254
$
30,072
$
45,331
(34,814)
(1,325)
(27,536)
(846)
(10,008)
(30,044)
17,115
$
1,690
$
5,279
The most significant items affecting the comparison of our operating activities for fiscal 2019 and fiscal 2018 are
summarized below:
Net Cash Provided by Operating Activities —
•
•
Earnings — Our decrease in net income during fiscal 2019 negatively impacted our net cash provided by operating
activities by $6.3 million compared to fiscal 2018.
Inventory — In fiscal 2019, the decrease in inventory favorably affected cash flows from operating activities by $4.0
million, driven mainly by lower carrying value of inventory, compared to an $11.2 million increase in inventory in
fiscal 2018.
43
•
Non-cash item— The Company entered into a class action settlement agreement taking a non-cash charge of
$11.0 million in the fourth quarter of fiscal 2019.
Net Cash Used in Investing Activities —
•
Capital expenditures — We made capital expenditures as follows:
(thousands)
Re-refinery capital improvements
Parts cleaning machines
Trucks and trailers
IT projects
Various other projects
Total
For the Fiscal Years Ended,
December 28,
2019
December 29,
2018
$
$
$
7.0
4.8
13.5
1.7
4.3
31.3
$
8.9
4.8
3.7
2.1
3.3
22.8
•
Business acquisitions, net of cash acquired — We used $3.5 million of cash outflows for acquisitions during fiscal
2019, and $4.8 million of cash outflows for acquisitions in fiscal 2018. See footnote 3 — Business Combinations for
more information.
The most significant items affecting the comparison of our operating activities for fiscal 2018 and fiscal 2017 are
summarized below:
Net Cash Provided by Operating Activities —
•
•
•
•
Earnings — Our decrease in net income during fiscal 2018 negatively impacted our net cash provided by operating
activities by $13.4 million compared to fiscal 2017.
Accounts Receivable — The increase in accounts receivable had an unfavorable impact on cash provided by operating
activities of $7.6 million in fiscal 2018 compared to fiscal 2017 mainly due to higher sales year-over-year, along with a
one-time receipt of $4.3 million related to a settlement agreement with the sellers of FCC Environmental in the first
quarter of 2017.
Accounts Payable — The increase in accounts payable favorably affected cash flows from operating activities by
$10.9 million in fiscal 2018 compared to fiscal 2017. The increase in accounts payable was mainly driven by an
increase in higher transportation and disposal cost related charges during fiscal 2018.
Inventory — In fiscal 2018, the increase in inventory unfavorably affected cash flows from operating activities by $8.1
million compared to fiscal 2017 driven mainly by higher carrying value of inventory.
Net Cash Used in Investing Activities —
Capital expenditures — We used $22.8 million and $14.4 million for capital expenditures during fiscal 2018 and fiscal
2017, respectively. During fiscal 2018 we spent $8.9 million for capital improvements to the re-refinery compared to
$5.7 million in fiscal 2017. Additionally, in fiscal 2018, we spent approximately $4.8 million for purchases of parts
cleaning machines compared to $4.7 million in fiscal 2017. The remaining $9.1 million of capital expenditures in
fiscal 2018 included $3.7 million for purchases of trucks, $2.1 million of IT related projects and $3.3 million on other
various items compared to approximately $4.0 million spent in fiscal 2017 for other items.
•
Business acquisitions, net of cash acquired — We used $4.8 million of cash outflows for the acquisitions of Products
Plus, Inc. and AO Holding-Kansas City, LLC, and Hot Tank Supply Company in fiscal 2018. See footnote 3 —
Business Combinations. We did not make any acquisitions during fiscal 2017.
44
Contractual Obligations
Our contractual commitments consist of operating leases and short-term purchasing commitments. We anticipate that we
will experience an increase in our lease commitments consistent with anticipated growth in operations, infrastructure, and
personnel and additional resources devoted to building our network of hubs and branches.
The following table summarizes our existing obligations as of December 28, 2019:
Payments Due by Fiscal Year
(In thousands)
Contractual Obligations
Operating lease obligations (1)
Finance lease obligations (2)
Future maturities of long term debt (3)
Interest on long term debt (4)
Purchase obligations (5)
Total (6)
Total
2020
2021
2022
2023
2024
Thereafter
$
96,094
$ 23,894
$ 20,484
$ 16,902
$ 12,745
$
8,702
$
13,367
7,243
30,000
2,261
28,327
883
—
1,067
28,327
883
—
1,047
—
883
30,000
147
—
883
—
—
—
883
—
—
—
2,828
—
—
—
$ 163,925
$ 54,171
$ 22,414
$ 47,932
$ 13,628
$
9,585
$
16,195
(1) We lease railcars, office space, warehouse facilities, equipment and vehicles under noncancelable operating lease
agreements which expire at various dates through 2030.
(2) Finance leases include a fleet of mobile equipment.
(3) Excludes interest payments.
(4) Interest on long term debt is calculated at the contractual rate or, in the case of the Term A loan, at the effective rate as of
December 28, 2019.
(5) Our purchase obligations are open purchase orders as of December 28, 2019, and are primarily for capital expenditures,
used oil, catalyst, disposal, and solvent. They represent expected payments to third party service providers and other
commitments entered into during the normal course of our business. While our purchase obligations are generally
cancelable with or without notice without penalty, certain vendor agreements provide for cancellation fees or penalties
depending on the terms of the contract.
(6) Unrecognized tax benefits have not been included because no reasonable estimate can be made as to the likelihood, dollar
amount, or timing of potential future cash expenditures.
We offer a guarantee for our services. To date, costs relating to this guarantee have not been material.
Off-Balance Sheet Arrangements
As of the end of fiscal 2019, we had no off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to interest rate risks primarily through borrowings under our bank credit facility. Interest on these
borrowings is based upon variable interest rates. Our weighted average borrowings under our bank credit facility during fiscal
2019 were $30.0 million, and the annual effective interest rate for fiscal 2019 was 4.1%. We currently do not hedge against
interest rate risk. Based on the foregoing, a hypothetical 1.0% increase or decrease in interest rates would have resulted in a
$0.3 million change to our interest expense in fiscal 2019.
45
ITEM 8. FINANCIAL STATEMENTS AND OTHER SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Heritage-Crystal Clean, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Heritage-Crystal Clean, Inc. (a Delaware corporation) and
subsidiaries (the “Company”) as of December 28, 2019 and December 29, 2018, the related consolidated statements of
operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 28, 2019, and the
related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 28, 2019 and December 29, 2018, and the results of its
operations and its cash flows for each of the three years in the period ended December 28, 2019, in conformity with accounting
principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of December 28, 2019, based on criteria established in
the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”), and our report dated March 2, 2020 expressed an unqualified opinion.
Change in accounting principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases
in 2019 due to the adoption of FASB Accounting Standard Codification (Topic 842) Leases.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2008.
Chicago, Illinois
March 2, 2020
46
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Heritage-Crystal Clean, Inc
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Heritage-Crystal Clean, Inc. (a Delaware corporation) and
subsidiaries (the “Company”) as of December 28, 2019, based on criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2019, based
on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 28, 2019, and our
report dated March 2, 2020 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Chicago, Illinois
March 2, 2020
47
Heritage-Crystal Clean, Inc.
Consolidated Balance Sheets
(In Thousands, Except Share and Par Value Amounts)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable - net
Inventory - net
Other current assets
Total current assets
Property, plant and equipment - net
Right of use assets
Equipment at customers - net
Software and intangible assets - net
Goodwill
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Current portion of lease liabilities
Contract liabilities - net
Accrued salaries, wages, and benefits
Taxes payable
Other current liabilities
Total current liabilities
Lease liabilities, net of current portion
Long-term debt, less current maturities
Deferred income taxes
Total liabilities
Commitments and contingencies (Note 14)
STOCKHOLDERS' EQUITY:
Common stock - 26,000,000 shares authorized at 0.01 par value, 23,191,498
and 23,058,584 shares issued and outstanding at December 28, 2019 and
December 29, 2018, respectively
Additional paid-in capital
Retained earnings
Total Heritage-Crystal Clean, Inc. stockholders' equity
Noncontrolling interest
Total equity
Total liabilities and stockholders' equity
December 28,
2019
December 29,
2018
$
$
$
$
$
$
60,694
55,586
29,373
7,104
152,757
154,911
89,525
24,232
16,892
32,997
471,314
38,058
20,407
2,252
6,771
6,538
16,418
90,444
68,734
29,348
17,157
205,683
232
200,583
64,182
264,997
634
265,631
471,314
$
$
$
$
$
$
43,579
51,744
33,059
6,835
135,217
139,987
—
23,814
14,681
34,123
347,822
32,630
—
166
6,024
6,120
5,089
50,029
—
29,046
14,516
93,591
231
197,533
55,819
253,583
648
254,231
347,822
See accompanying notes to consolidated financial statements.
48
Heritage-Crystal Clean, Inc.
Consolidated Statements of Operations
(In Thousands, Except per Share Amounts)
Revenues
Service revenues
Product revenues
Rental income
Total revenues
Operating expenses
Operating costs
Selling, general, and administrative expenses
Depreciation and amortization
Other expense (income) - net
Operating income
Interest expense – net
Income before income taxes
Provision for income taxes
Net income
Income attributable to noncontrolling interest
Income attributable to Heritage-Crystal Clean, Inc. common
stockholders
Net income per share: basic
Net income per share: diluted
Number of weighted average shares outstanding: basic
Number of weighted average shares outstanding: diluted
For the Fiscal Years Ended,
December 28,
2019
December 29,
2018
December 30,
2017
$
$
$
$
$
$
$
$
$
$
$
$
$
$
250,491
171,273
22,663
444,427
349,603
50,224
18,249
13,490
12,861
869
11,992
3,243
8,749
386
8,363
0.36
0.36
23,160
23,398
$
$
$
$
$
$
$
250,262
159,921
—
410,183
323,165
47,714
16,157
1,606
21,541
1,052
20,489
5,451
15,038
310
14,728
0.64
0.63
23,026
23,334
233,999
131,958
—
365,957
276,102
47,401
17,967
(10,940)
35,427
1,094
34,333
5,923
28,410
287
28,123
1.24
1.23
22,662
22,922
See accompanying notes to consolidated financial statements.
49
Heritage-Crystal Clean, Inc.
Consolidated Statement of Stockholders’ Equity
(In Thousands, Except Share Amounts)
Par
Value
Common
Additional
Paid–in
Capital
Retained
Earnings
Shares
Total
Heritage-
Crystal
Clean, Inc.
Stockholders'
Equity
Noncontrolling
Interest
Total
Equity
22,300,007
$
223
$ 185,099
$ 12,227
$
197,549
$
720
$198,269
—
—
—
26,153
491,619
73,895
—
—
—
—
5
1
—
1,009
— 28,123
—
402
5,459
2,680
—
—
—
—
1,009
28,123
—
402
5,464
2,681
—
287
1,009
28,410
(309)
(309)
—
—
—
402
5,464
2,681
Balance, December 31, 2016
Adjustment from adopting
ASC 718
Net income
Distribution
Issuance of common stock
– ESPP
Exercise of stock options
Share-based compensation
Balance, December 30, 2017
22,891,674
$
229
$ 193,640
$ 41,359
$
235,228
$
698
$235,926
Adjustment from adopting
ASC 606
Net income
Distribution
Issuance of common stock
– ESPP
Exercise of stock options
Share-based compensation
Share repurchases to satisfy tax
withholding obligations
—
—
—
20,764
16,675
129,471
—
—
—
—
—
—
2
—
—
(268)
— 14,728
—
422
122
4,379
(1,030)
—
—
—
—
—
(268)
14,728
—
422
122
4,381
(1,030)
—
310
(268)
15,038
(360)
(360)
—
—
—
—
422
122
4,381
(1,030)
Balance, December 29, 2018
23,058,584
$
231
$ 197,533
$ 55,819
$
253,583
$
648
$254,231
Net income
Distribution
Issuance of common stock
– ESPP
Exercise of stock options
Share-based compensation
Share repurchases to satisfy
tax withholding obligations
—
—
19,677
2,760
110,477
—
—
—
—
—
1
—
—
—
483
20
3,975
(1,428)
8,363
—
—
—
—
—
8,363
—
483
20
3,976
(1,428)
386
(400)
—
—
—
—
8,749
(400)
483
20
3,976
(1,428)
Balance, December 28, 2019
23,191,498
$
232
$ 200,583
$ 64,182
$
264,997
$
634
$265,631
See accompanying notes to consolidated financial statements.
50
Heritage-Crystal Clean, Inc
Consolidated Statements of Cash Flow
(thousands)
Cash flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization
Net (gain) on disposition of assets
Provision for class action settlement
Bad debt provision
Share-based compensation
Deferred taxes
Other, net
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable
Decrease (increase) in inventory
(Increase) decrease in prepaid and other current assets
Increase (decrease) in accounts payable
Increase (decrease) in accrued expenses
Cash provided by operating activities
Cash flows from Investing Activities:
Capital expenditures
Proceeds from the disposal of assets
Business acquisitions, net of cash acquired
Cash used in investing activities
Cash flows from Financing Activities:
Payments of Term Loan
Proceeds of Term Loan
Proceeds from the exercise of stock options
Proceeds under revolving credit facility
Payments of revolving credit facility
Payments of debt issuance costs
Proceeds from the issuance of common stock
Share repurchases to satisfy tax withholding obligations
Distributions to noncontrolling interest
Cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow information:
Income taxes paid
Cash paid for interest
Supplemental disclosure of non-cash information:
Payables for construction in progress
For the Fiscal Years Ended,
December 29,
2018
December 30,
2017
December 28,
2019
$
8,749
$
15,038
$
28,410
18,249
—
11,000
1,486
3,976
2,641
678
(5,118)
4,025
(267)
3,921
3,914
16,157
—
—
628
4,381
4,960
321
(5,923)
(11,158)
(940)
6,002
606
53,254
$
30,072
$
17,967
(2,680)
—
402
3,036
5,251
624
1,627
(3,081)
198
(4,912)
(1,511)
45,331
(31,293) $
(22,820) $
(14,400)
—
(3,521)
89
(4,805)
4,392
—
(34,814) $
(27,536) $
(10,008)
— $
— $
(64,195)
—
20
—
—
—
483
(1,428)
(400)
—
122
—
—
—
422
(1,030)
(360)
30,000
5,464
4,000
(4,000)
(1,051)
402
(355)
(309)
(1,325) $
(846) $
(30,044)
17,115
43,579
1,690
41,889
60,694
$
43,579
$
1,207
$
1,254
933
$
1,154
2,575
1,413
5,279
36,610
41,889
485
1,129
386
$
$
$
$
$
$
$
See accompanying notes to consolidated financial statements.
51
HERITAGE-CRYSTAL CLEAN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 28, 2019
(1) ORGANIZATION AND NATURE OF OPERATIONS
Heritage-Crystal Clean, Inc., a Delaware corporation and its subsidiaries (collectively the “Company”), provide parts
cleaning, hazardous and non-hazardous containerized waste, used oil collection, vacuum, antifreeze recycling and field services
primarily to small and mid-sized industrial and vehicle maintenance customers. The Company owns and operates a used oil re-
refinery where it re-refines used oils and sells high quality base oil for lubricants as well as other re-refinery products. The
Company also has multiple locations where it dehydrates used oil. The oil processed at these locations is sold as recycled fuel
oil. The Company also operates multiple wastewater treatment plants and antifreeze recycling facilities at which it produces
virgin-quality antifreeze. The Company's locations are in the United States and Ontario, Canada. The Company conducts its
primary business operations through Heritage-Crystal Clean, LLC, its wholly owned subsidiary, and all intercompany balances
have been eliminated in consolidation.
The Company has two reportable segments: "Environmental Services" and "Oil Business." The Environmental Services
segment consists of the Company's parts cleaning, containerized waste management, vacuum truck services, antifreeze
recycling activities, and field services. The Oil Business segment consists of the Company's used oil collection, recycled fuel oil
sales, used oil re-refining activities, and used oil filter removal and disposal services. No customer represented greater than 10%
of consolidated revenues for any of the periods presented. There were no intersegment revenues. The Environmental Services
segment operates in the United States and, to an immaterial degree, in Ontario, Canada. As such, the Company is not disclosing
operating results by geographic segment.
Our fiscal year ends on the Saturday closest to December 31. "Fiscal 2019" represents the 52-week period ended
December 28, 2019. "Fiscal 2018" represents the 52-week period ended December 29, 2018. "Fiscal 2017" represents the 52-
week period ended December 30, 2017. The most recent fiscal year ended on December 28, 2019. Each of the Company's first
three fiscal quarters consists of twelve weeks while the last fiscal quarter consists of sixteen or seventeen weeks.
In the Company's Environmental Services segment, product revenues include sales of solvent, machines, absorbent,
accessories, and antifreeze; service revenues include servicing of parts cleaning machines, drum waste removal services,
vacuum truck services, field services, and other services. In the Company's Oil Business segment, product revenues primarily
include sales of re-refined base oil, re-refinery co-products and recycled fuel oil; service revenues include revenues from used
oil collection activities, collecting and disposing of waste water and removal and disposal of used oil filters. Due to the
Company's integrated business model, it is impracticable to separately present costs of tangible products and costs of services.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires
the use of certain estimates by management in determining the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Significant items subject to such estimates and assumptions are the allowance for doubtful accounts
receivable, valuation of inventory at lower of cost or net realizable value, valuation of goodwill and other intangible assets,
share-based compensation, and income taxes. Actual results could differ from those estimates.
Revenue Recognition
See description of our revenue accounting policy in Footnote 4.
Sales Tax
Amounts billed for sales tax, value added tax, or other transactional taxes imposed on revenue producing transactions are
presented on a net basis and are not recognized as revenues.
Operating Costs
52
Within operating costs are cost of sales. Cost of sales in the Environmental Services segment includes the cost of the
materials the Company sells and provides in its services, such as solvents and other chemicals, transportation of inventory and
waste, and payments to third parties to recycle or dispose of a portion of the waste materials the Company collects. Parts
cleaning machines are either sold to a customer or continue to be owned by the Company but placed offsite at a customer
location to be used in parts cleaning services. When sold to a customer, machines are removed from inventory, and the costs are
recognized under operating costs. The used solvent that the Company retrieves from customers in its product reuse program is
accounted for as a reduction in net cost of solvent under cost of sales, whether placed in inventory or sold to a purchaser for
reuse. If the used solvent is placed in inventory it is recorded at lower of cost or net realizable value. Cost of sales in the Oil
Business include the costs paid to customers for used oil (if any), transportation out to customers, and costs to operate the used
oil re-refinery, including utilities.
Operating costs also include the Company's costs of operating its branch system and hubs. These costs include personnel
costs, facility rent and utilities, truck leases, fuel, transportation, and maintenance. Operating costs are not presented separately
for products and services.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses include costs of performing centralized business functions, including sales
management at or above the regional level, billing, receivables management, accounting and finance, information technology,
environmental health and safety, human resources and legal.
Cash and Cash Equivalents
The Company considers highly liquid investments, purchased with an original maturity of ninety days or less, to be cash
equivalents. Included in cash and cash equivalents are $0.1 million and $0.2 million of cash on deposit outside the United States
of America as of December 28, 2019 and December 29, 2018, respectively.
Concentration Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash
deposits. Accounts at each institution in the United States of America are insured by the Federal Deposit Insurance Corporation
(“FDIC”) up to $250,000. The Company had cash deposits in excess of the FDIC insured limit of $60.4 million and $43.4
million at December 28, 2019 and December 29, 2018, respectively. The Company has not experienced any losses in such
accounts. The Company has a broad customer base and believes it is not exposed to any significant concentration of credit risk.
Accounts Receivable
Trade accounts receivable represent amounts due from customers. The allowance for doubtful accounts is the Company's
best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines
the allowance based on analysis of customer credit worthiness, historical losses, and general economic trends and conditions.
Accounts receivable are written off once the Company determines the account to be uncollectible. The Company does not have
any off-balance-sheet credit exposure related to its customers.
Inventory
Inventory consists primarily of used oil, processed oil, catalyst, new and used solvents, new and refurbished parts cleaning
machines, new and used antifreeze products, drums, and other items. Inventories are valued at the lower of first-in, first-out
("FIFO") cost or net realizable value, net of any reserves for excess, obsolete, or unsalable inventory. The Company performs a
physical inventory count on a periodic basis and uses the results of these counts to determine inventory quantities. These
quantities are used to help determine the value of the inventory.
Processed oil inventory consists of the costs of feedstock, transportation, labor, conversion costs, and re-refining overhead
costs incurred in bringing the inventory to its existing condition and location. Fixed production overhead costs are capitalized in
processed oil inventory based on the normal capacity of the production facility. In periods of abnormal production levels,
excess overhead costs are recognized as expense in the period they are incurred. The Company continually monitors its
inventory levels at each of its distribution locations and evaluates inventories for excess or slow-moving items. If circumstances
indicate the cost of inventories exceed their recoverable value, inventories are reduced to net realizable value. In fiscal years
2019 and 2018 the Company did not incur inventory write-downs.
53
Prepaid and Other Current Assets
Prepaid and other current assets include, but are not limited to, insurance and vehicle license contract costs, which are
expensed over the term of the underlying contract.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost. Expenditures for major renewals and improvements are capitalized, while
expenditures for repair and maintenance charges are expensed as incurred. Property, plant, and equipment acquired in business
combinations is stated at fair value as of the date of the acquisition.
Depreciation of property, plant, and equipment is calculated using the straight-line method over the estimated useful lives
of the assets. The estimated useful lives of buildings and storage tanks range from 10 to 39 years. The estimated useful lives of
machinery, vehicles, and equipment range from 3 to 25 years. Leasehold improvements are amortized over the shorter of the
lease terms or five years using the straight-line method.
The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized
interest is added to the cost of the underlying assets and is amortized over the useful lives of the assets once the assets are
placed into service. The interest rate used to capitalize interest is based upon the borrowing rate on the Company's bank debt
outstanding. In fiscal years 2019, 2018 and 2017, the Company capitalized no interest for capital projects.
Equipment at Customers
The Company records purchases of new parts cleaning and aqua filtration machines as inventory. Parts cleaning machines
are either sold to a customer or continue to be owned by the Company but placed at a customer location to be used in parts
cleaning services. Aqua filtration machines are exclusively placed at a customer location to be used to filter customer fluids.
When sold to a customer, machines are removed from inventory, and the appropriate revenues and costs are recognized in the
Income Statement. When the Company retains title to a machine that is placed off-site at a customer location to be used in parts
cleaning or aqua filtration services, the Company capitalizes the machine as a productive non-current asset under the Balance
Sheet caption “Equipment at Customers” at the time the machine is placed at the customer’s site. Machines capitalized as
Equipment at Customers are depreciated over their estimated useful lives of 7 to 15 years, depending on the model.
Depreciation of in-service equipment commences when equipment is placed in service at a customer location. Expenditures for
machines that are sold to a customer are treated as a cash outflow from operating activities on the Statement of Cash Flows.
Expenditures for machines that are placed at a customer’s site to be used in parts cleaning services are treated as a cash outflow
from investing activities.
Acquisitions
The Company accounts for acquired businesses using the purchase method of accounting, which requires that the assets
acquired, liabilities assumed, and contingent consideration be recorded as of the date of acquisition at their respective fair
values. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred
and that restructuring costs be expensed in periods subsequent to the acquisition date. In many cases, the Company engaged
third party valuation appraisal firms to assist the Company in determining the fair values and useful lives of the assets acquired
and liabilities assumed. The Company records a preliminary purchase price allocation for its acquisitions and finalizes purchase
price allocations at the earlier of one year after acquisition date, or as additional information relative to the fair values of the
assets acquired becomes known.
Identifiable Intangible Assets
The fair value of identifiable intangible assets is based on significant judgments made by management. The Company
engaged third party valuation appraisal firms to assist the Company in determining the fair values and useful lives of the assets
acquired. Such valuations and useful life determinations require the Company to make significant estimates and assumptions.
These estimates and assumptions are based on historical experience and information obtained from the management of the
acquired companies and include, but are not limited to, future expected cash flows to be earned from the continued operation of
the acquired business and discount rates applied in determining the present value of those cash flows. Unanticipated events and
circumstances may occur that could affect the accuracy or validity of such assumptions, estimates, or actual results.
Acquisition-related finite lived intangible assets are amortized on a straight-line basis over their estimated economic lives. The
Company evaluates the estimated benefit periods and recoverability of its intangible assets when facts and circumstances
indicate that the lives may not be appropriate and/or the carrying value of the asset may not be recoverable. If the carrying value
54
is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. There
were no impairment charges in fiscal 2019 or fiscal 2018.
Software Costs
The Company expenses costs incurred in the research stage of developing or acquiring internal use software, such as
research and feasibility studies, as well as costs incurred in the post-implementation/operational stage, such as maintenance and
training. Capitalization of software costs occurs only after the research stage is complete and after the development stage
begins. The capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, ranging from
5 to 10 years.
Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment and intangibles subject to amortization, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair
value of the asset. There were no impairment charges in fiscal 2019 or in fiscal 2018. Assets to be disposed of would be
separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and
would no longer be depreciated.
Income Taxes
The Company accounts for income taxes to recognize the amount of taxes payable or refundable for the current year and
the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial
statements and tax basis of the respective assets and liabilities. The Company estimates and reserves for any material uncertain
tax position that is unlikely to withstand an audit by the taxing authorities. These estimates are based on judgments made with
currently available information. The Company reviews these estimates and makes changes to recorded amounts of any
uncertain tax positions as facts and circumstances warrant. For additional information about income taxes, see Note 15.
Shipping Costs
For all periods presented, amounts billed to customers related to shipping and handling are classified as revenue, and the
Company's shipping and handling costs are included in operating costs.
Research and Development
Research and development costs are expensed as incurred within general, selling, and administrative expenses. Such costs
incurred during fiscal 2019, 2018, and 2017 were $0.2 million, $0.4 million, and $0.5 million, respectively.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense was $0.4 million, $0.4 million, and $0.5 million for fiscal
2019, 2018, and 2017, respectively.
Share-Based Compensation
When a future restricted grant is approved, the Company evaluates the probability that the award will be granted, based on
certain performance conditions. If satisfaction of the performance criteria is deemed probable, the Company accrues
compensation expense related to these awards prior to the grant date. The Company accrues compensation expense based on the
fair value of the performance awards at each reporting period when the performance criteria are deemed probable. Once the
performance awards have been granted, the Company values the awards at fair value on the date of grant and amortizes the
expense through the end of the vesting period, or requisite service period, on a straight-line basis. The requisite service period is
a function of the service condition defined for each award on a case by case basis. See Note 16 “Share-Based Compensation”
for more details.
Fair Value of Financial Instruments
55
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value
on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to
their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or
liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices
for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all
significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable
market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not
corroborated by market data.
The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables,
notes payable, and term debt. As of December 28, 2019 and December 29, 2018, the carrying values of cash and cash
equivalents, trade receivables, trade payables, and notes payable are considered to be representative of their respective fair
values due to the short maturity of these instruments. Term debt is representative of its fair value due to the interest rates being
applied.
Insurance and Self-Insurance Policy
The Company purchases insurance providing financial protection from a range of risks; as of the end of fiscal 2019, the
Company's insurance policies provided coverage for general liability, vehicle liability, and pollution liability, among other
exposures. Each of these policies contains exclusions and limitations such that they would not cover all related exposures and
each of these policies have maximum coverage limits and deductibles such that even in the event of an insured claim, the
Company's net exposure could still have a material adverse effect on its financial results.
The Company is self-insured for certain healthcare benefits provided to its employees. The liability for the self-insured
benefits is limited by the purchase of stop-loss insurance. The stop-loss coverage provides payment for medical and prescription
claims exceeding $300,000 per covered person, as well as an aggregate, cumulative claims cap for any given year. Accruals for
losses are made based on the Company's claim experience and actuarial estimates based on historical data. Actual losses may
differ from accrued amounts. At December 28, 2019 and December 29, 2018, the Company's liability for its self-insured
benefits was $2.0 million and $1.2 million, respectively. Should actual losses exceed the amounts expected and the recorded
liabilities be insufficient, additional expense will be recorded. Expenses incurred for healthcare benefits in fiscal 2019, 2018,
and 2017 were $17.6 million, $13.3 million, and $11.9 million, respectively.
Goodwill
Goodwill is measured as a residual amount as of the acquisition date, which in most cases results in measuring goodwill as
an excess of the purchase consideration transferred plus the fair value of any noncontrolling interest in the acquiree over the fair
value of the net assets acquired, including any contingent consideration. The Company tests goodwill for impairment annually
in the fourth quarter and in interim periods if an event occurs or circumstances change that would more likely than not reduce
the fair value of a reporting unit below its carrying amount. The Company's determination of fair value requires certain
assumptions and estimates, such as margin expectations, market conditions, growth expectations, expected changes in working
capital, etc., regarding expected future profitability and expected future cash flows. The Company tests goodwill for impairment
at each of its two reporting units, Environmental Services and Oil Business.
In fiscal 2017, the Company performed a qualitative assessment to determine whether the two-step quantitative impairment
test was necessary. The Oil Business reporting unit had zero goodwill throughout fiscal 2017. Based on the qualitative
assessment, the Company concluded it is more likely than not that the fair value of the Environmental Services reporting unit is
greater than its carrying amount including goodwill, and therefore the two-step quantitative test was not necessary and no
impairment was indicated.
In fiscal 2018, the Company performed a qualitative assessment to determine whether the two-step quantitative impairment
test was necessary. The Oil Business reporting unit had zero goodwill throughout fiscal 2018. Based on the qualitative
assessment, the Company concluded it is more likely than not that the fair value of the Environmental Services reporting unit is
greater than its carrying amount including goodwill, and therefore the two-step quantitative test was not necessary and no
impairment was indicated.
In fiscal 2019, the Company performed a qualitative assessment to determine whether the two-step quantitative impairment
test was necessary. The Oil Business reporting unit had zero goodwill throughout fiscal 2019. Based on the qualitative
assessment, the Company concluded it is more likely than not that the fair value of the Environmental Services reporting unit is
56
greater than its carrying amount including goodwill, and therefore the two-step quantitative test was not necessary and no
impairment was indicated.
Recently Issued Accounting Pronouncements
Accounting standards not yet adopted
Standard
ASU 2017-04 Goodwill
and Other – Simplifying
the Test for Goodwill
Impairment (Topic 350)
Issuance
Date
January
2017
Description
Topic 350 simplifies the
subsequent measurement
of goodwill and
eliminates Step 2 from
the goodwill impairment
test. ASU 2017-4 is
effective for annual and
interim goodwill tests
beginning after
December 15, 2019.
Our Effective
Date
December 29,
2019
Effect on the Financial Statements
The Company is currently evaluating
the impact of Topic 350, and does not
expect the adoption to have a
significant impact to our consolidated
financial statements.
ASU 2016-13
Financial Instruments –
Credit Losses
(Topic 326)
June 2016 Topic 326 eliminates the
probable initial
recognition threshold
and, instead, requires the
measurement of all
expected credit losses for
financial assets held at
the reporting date based
on historical experience,
current conditions, and
reasonable and
supportable forecasts.
December 29,
2019
The Company is currently evaluating
the impact of Topic 326 on our
consolidated financial position, results
of operations and disclosures. The
Company will adopt the standard
effective December 29, 2019 and does
not expect the adoption of Topic 326
to have a significant impact to our
consolidated financial statements.
57
Recently issued accounting standards adopted
Standard
ASU 2016-02
Leases
(Topic 842)
Issuance Date
February
2016
Effective Date
December 30,
2018
Description
This update was issued
to increase
transparency and
comparability among
organizations by
recognizing lease
assets and lease
liabilities on the
balance sheet and
disclosing key
information about
leasing arrangements.
For lessees, the new
standard requires
recognition on the
balance sheet of a
right-of-use asset and a
lease liability, initially
measured at the
present value of the
lease payments. For
lessees in operating
leases, it further
requires recognition in
the statement of
income of a single
lease cost, allocated
over the lease term on
a generally straight-
line basis. Early
application of the
amendments in this
update is permitted for
all entities.
Effect on the Financial Statements
The Company adopted the new leasing standard
ASC 842 "Leases" on December 30, 2018.
ASU 2016-02 provides for a modified
retrospective transition
approach requiring lessees to recognize and
measure leases on the balance sheet at the
beginning of either the earliest period presented
or as of the beginning of the period of
adoption. The Company elected to apply ASU
2016-02 as of the beginning of the period of
adoption (December 30, 2018) and will not
restate comparative periods. The adoption
resulted in the recognition of $63.3 million of
right of use assets and $63.3 million of lease
liabilities. The Company recognized
approximately $2.2 million of deferred rental
income from certain embedded leases during
the first quarter of 2019. As allowed under
Topic 842, we adopted the following practical
expedients:
Practical expedient package, which allows the
following: To not reassess whether any expired
or existing contracts is or contains a lease. To
not reassess the lease classification of any
expired or existing lease. To not reassess the
initial direct costs for any existing lease.
Short-term lease practical expedient: Allows us
not to apply the recognition requirements in
ASC 842 to short-term leases for all asset
classes. Short term leases are leases that, at
commencement date, have a term of 12 months
or less and do not include an option to purchase
the underlying asset that the lessee is
reasonably certain to exercise.
Separating lease components practical
expedient: Allows us not to separate lease
components from nonlease components for all
asset classes and instead account for each
separate lease and the nonlease components
associated with that lease component as a single
lease component.
58
May 2014
and
subsequent
March 2016
ASU 2014-09
“Revenue from
Contracts with
Customers
(Topic 606),”
ASU 2014-15
“Revenue from
Contracts with
Customers
(Topic 606):
Deferral of the
Effective
Date,” ASU
2016-08
“Revenue from
Contracts with
Customers
(Topic 606):
Principal versus
Agent
Considerations
(Reporting
Revenue Gross
versus Net),”
ASU 2016-10 “
Revenue from
Contracts with
Customers
(Topic 606):
Identifying
Performance
Obligations and
Licensing,” and
ASU 2016-12
ASU 2016-09
Compensation -
Stock
Compensation:
Improvements
to Employee
Share-Based
Payment
Accounting.
(Topic 718)
These standards
outline a single
comprehensive model
for entities to use in
accounting for revenue
using a five-step
process that supersedes
virtually all existing
revenue guidance. The
underlying principle is
that an entity should
recognize revenue to
depict the transfer of
promised goods or
services to customers
in an amount that
reflects the
consideration to which
the entity expects to be
entitled in exchange
for those goods or
services. Entities have
the option of using
either a full
retrospective approach
or a modified
retrospective approach
to adopt the guidance.
Early adoption is
permitted.
This update addresses
the simplification of
accounting for
employee share-based
payment transactions
as it pertains to income
taxes, the classification
of awards as equity or
liabilities, accounting
for forfeitures,
statutory tax
withholding
requirements, and
certain classifications
on the statement of
cash flows. Early
adoption is permitted.
December 31,
2017
On December 31, 2017, we adopted the new
accounting standard ASC 606, “Revenue from
Contracts with Customers” using the modified
retrospective method. We recognized the
cumulative effect as an adjustment to our
opening balance of retained earnings.
ASU 2016-09 simplified the treatment for
employee share-based compensation by
allowing an entity to recognize excess tax
benefits in the current period whether or not
current taxes payable are reduced. Prior to
2017 the Company could not recognize
windfall tax benefits associated with employee
share-based compensation because it was in an
NOL position and current taxes payable would
not be reduced by the excess tax benefits. As a
result of ASU 2016-09 the Company
recognized excess tax benefits of $2.5 million
from share-based compensation from prior
years, resulting in cumulative-effect increases
to retained earnings and deferred tax assets of
approximately $1.0 million. In conjunction with
the adoption of ASU 2016-09, the Company
reclassified $131 thousand of cash outflows for
share repurchases to satisfy tax withholding
obligations from Cash flows from Operating
Activities to Cash flows from Financing
Activities compared to the amounts previously
reported for the fiscal year ended January 2,
2016.
January 1,
2017
59
January 1,
2017
The adoption of ASU 2015-11 at the start of
fiscal 2017 resulted in no impact to our
consolidated financial statements.
July 2015
ASU 2015-11,
Simplifying the
Measurement
of Inventory.
(Topic 330)
This update requires
the measurement of
inventory at the lower
of cost or net
realizable value. Net
realizable value is the
estimated selling price
in the ordinary course
of business, less
reasonably predictable
costs of completion,
disposal and
transportation.
Effective December 30, 2018, we adopted the requirements of Topic 842. The cumulative effects of the changes made to
our statement of income and balance sheet were as follows:
For the Fiscal Year Ended,
December 28, 2019
Balances
Without
Adoption
of Topic
842
Effect of
Change
Higher/
(Lower)
As
Reported
$ 250,491 $ 275,239
$ (24,748)
22,663
—
22,663
444,427
446,512
12,861
11,992
3,243
8,749
14,946
14,077
3,807
10,270
$
$
$
8,363 $
9,884
0.36 $
0.36 $
0.43
0.43
$
$
$
(2,085)
(2,085)
(2,085)
(564)
(1,521)
(1,521)
(0.07)
(0.07)
(thousands)
Statement of Income
Service revenues
Rental income
Total revenues
Operating income
Income before income taxes
Provision for income taxes
Net income
Income attributable to Heritage-Crystal Clean, Inc. common stockholders
Net income per share: basic
Net income per share: diluted
60
(thousands)
Balance Sheet
Right of use assets
Total assets
Current portion of lease liabilities
Contract liabilities - net
Other current liabilities
Total current liabilities
Lease liabilities, net of current portion
Deferred income taxes
Total liabilities
Retained earnings
Heritage-Crystal Clean, Inc. stockholders' equity
Total equity
December 28, 2019
Balances
Without
Adoption of
Topic 842
Effect of
Change
Higher/
(Lower)
As Reported
$
89,525
$
— $
471,314
381,789
20,407
2,252
16,418
90,444
68,734
17,157
205,683
64,182
264,997
265,631
—
167
16,034
67,568
—
17,721
114,637
65,703
266,518
267,152
89,525
89,525
20,407
2,085
384
22,876
68,734
(564)
91,046
(1,521)
(1,521)
(1,521)
Total liabilities and stockholders' equity
$
471,314
$
381,789
$
89,525
61
(3) BUSINESS COMBINATIONS
On October 8, 2019, Heritage-Crystal Clean completed the acquisition of certain assets of California Environmental &
Litho, Inc., which provided transportation, manifesting, labeling and profiling services to printing, photographic, automotive
and body shop industries in the Bay Area, Central Valley & Northern California. The acquisition represents an expansion of
HCC’s Environmental Services business in this geographic area while potentially providing new services and products for this
market. No facilities were acquired in the transaction and all service employees and activity will be consolidated in existing
branch territories. Total consideration for the acquisition was approximately $0.5 million. Factors leading to goodwill being
recognized are the Company's expectations of synergies from combining operations of California Environmental & Litho, Inc.,
and the Company as well as the value of intangible assets that are not separately recognized, such as assembled workforce.
On March 25, 2019, the Company completed the acquisition of certain assets of All Valley Disposal, Inc., an
environmental services provider based in Fresno, California. Consideration for the acquisition paid at closing was $0.6 million.
Contingent upon the achievement of certain business performance metrics, total consideration for the acquisition could reach a
maximum of approximately $1.3 million. We are still in the process of completing our valuation, and accordingly our estimates
and assumptions are subject to change within the measurement period. The Company is continuing to examine facts and
circumstances that existed at the acquisition date and how those affect the estimated fair value of working capital, and the
allocation of the estimated purchase price to other tangible and intangible assets. Factors leading to goodwill being recognized
are the Company's expectations of synergies from combining operations of All Valley Disposal, Inc., and the Company as well
as the value of intangible assets that are not separately recognized, such as assembled workforce. The results of All Valley
Disposal are consolidated into the Company’s Environmental Services segment.
On February 1, 2019, the Company purchased the assets of W.S. Supplies, Inc. ("WSS") pursuant to an Asset Purchase
Agreement. The Company purchased the assets of WSS to expand the Company’s Environmental Services segment in the mid-
west. The purchase price was set at $0.5 million subject to certain adjustments, including a contingent consideration provision,
and is allocated based on our estimates and assumptions of the approximate fair values of assets acquired on the acquisition
date. The results of WSS are consolidated into the Company’s Environmental Services segment.
On January 11, 2019, the Company purchased the assets of the consumer division of GlyEco, Inc. ("GlyEco") pursuant to
an Asset Purchase Agreement. The Company purchased the assets of GlyEco's consumer division to expand the Company’s
antifreeze line of business while expanding geographically. The purchase price was set at $1.6 million subject to certain
adjustments, including working capital adjustments, and is allocated based on our estimates and assumptions of the approximate
fair values of assets acquired on the acquisition date. Factors leading to goodwill being recognized are the Company's
expectations of synergies from combining operations of GlyEco and the Company as well as the value of intangible assets that
are not separately recognized, such as assembled workforce. The results of GlyEco are consolidated into the Company’s
Environmental Services segment.
On May 3, 2018, the Company purchased the assets of Products Plus, Inc. and AO Holding Company-Kansas City, LLC
(collectively "PPI") pursuant to an Asset Purchase Agreement. The Company purchased the assets of PPI to expand the
Company’s market share in the collection, recycling, and sales of a full line of antifreeze products. The purchase price was set
at $5.9 million subject to certain adjustments, including a working capital adjustment and a contingent consideration provision.
During the measurement period, the Company finalized the purchase price allocation of the PPI business combination.
Compared to the provisional values reported as of December 29, 2018, the fair values presented in the table below reflect
increases to property, plant, & equipment of $0.2 million and other intangible assets of $1.5 million. Compared to the
provisional values reported as of December 29, 2018, the finalized fair values presented in the table below reflect decreases to
contingent consideration of $0.1 million and goodwill of $1.8 million. Contingent consideration to be paid subsequent to
December 28, 2019 is contingent upon several business performance metrics over the three-year period starting with the
acquisition date and ending May 3, 2021. The range of the potential contingent consideration, which is to be paid out
subsequent to December 28, 2019, is between zero and $1.5 million. Goodwill recognized from the acquisition of PPI
represents the excess of the estimated purchase consideration transferred over the estimated fair value of the assets acquired.
Factors leading to goodwill being recognized are the Company's expectations of synergies from combining operations of PPI
and the Company as well as the value of intangible assets that are not separately recognized, such as assembled workforce. The
results of PPI are consolidated into the Company’s Environmental Services segment.
On June 11, 2018, the Company purchased the assets of Kurt Lanse d/b/a Hot Tank Supply Company ("HTSC") pursuant
to an Asset Purchase Agreement. The Company purchased the assets of HTSC to expand the Company’s market share in
California. The purchase price was set at $0.7 million subject to certain adjustments, including a working capital adjustment and
a deferred and contingent consideration provision, and is allocated based on our estimates and assumptions of the approximate
fair values of assets acquired on the acquisition date. The Company estimates that contingent consideration to be paid
62
subsequent to December 28, 2019 will be approximately $0.1 million. Goodwill recognized from the acquisition of HTSC
represents the excess of the estimated purchase consideration transferred over the estimated fair value of the assets acquired.
Factors leading to goodwill being recognized are the Company's expectations of synergies from combining operations of HTSC
and the Company as well as the value of intangible assets that are not separately recognized, such as assembled workforce. The
results of HTSC are consolidated into the Company’s Environmental Services segment.
The following table summarizes the estimated fair values of the assets acquired, net of cash acquired, related to each
acquisition as of December 28, 2019:
(thousands)
Accounts receivable
Inventory
Property, plant, & equipment
Equipment at customers
Intangible assets
Goodwill
Less: working capital adjustment
Less: deferred consideration
Less: contingent consideration
Less: to be placed in escrow
Net cash paid
California
Environmental
& Litho
All Valley
Disposal
GlyEco
WSS
PPI
HTSC
$
67
$
3
15
—
445
3
$
36
18
252
—
310
384
107
291
746
—
251
251
$
— $
28
154
24
298
—
$
909
259
2,154
—
2,001
406
—
—
120
50
—
—
250
100
23
—
—
—
14
—
40
50
(62)
—
906
—
$
363
$
650
$
1,623
$
400
$
4,885
$
493
40
3
47
104
100
377
671
(9)
137
50
—
Total purchase price, net of cash acquired
$
533
$
1,000
$
1,646
$
504
$
5,729
$
Unaudited Pro Forma Financial Information
The pro forma financial information in the table below presents the combined results of the Company as if the PPI,
HTSC, and GlyEco acquisitions had occurred December 31, 2017. The pro forma information is shown for illustrative purposes
only and is not necessarily indicative of future results of operations of the Company or results of operations of the Company
that would have actually occurred had the transactions been in effect for the periods presented. The combined results of
California Environmental & Litho, All Valley Disposal, and WSS were excluded from the pro forma information due to
immateriality.
(Thousands, except per share data)
Total revenues
Income attributable to HCCI Common Stockholders
Net income per share: basic
Net income per share: diluted
Fiscal Year Ended,
December 28,
2019
December 29,
2018
$
$
$
444,627
$
8,339
0.36
0.36
$
$
419,340
14,171
0.62
0.61
63
(4) REVENUE
We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified,
payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is
recognized when our performance obligations under the terms of a contract with our customers are satisfied. Recognition occurs
when the Company transfers control by completing the specified services at the point in time the customer benefits from the
services performed or once our products are delivered. The Company measures progress toward complete satisfaction of a
performance obligation satisfied over time using a cost-based input method. This method of measuring progress provides a
faithful depiction of the transfer of goods or services because the costs incurred are expected to be substantially proportionate to
the Company’s satisfaction of the performance obligation. Revenue is measured as the amount of consideration we expect to
receive in exchange for completing our performance obligations. Sales tax and other taxes we collect with revenue-producing
activities are excluded from revenue. In the case of contracts with multiple performance obligations, the Company allocates the
transaction price to each performance obligation based on the relative stand-alone selling prices of the various goods and/or
services encompassed by the contract. We do not have any material significant payment terms as payment is generally due
within 30 days after the performance obligation has been satisfactorily completed. The Company has elected the practical
expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of
the asset that we otherwise would have recognized is one year or less. In applying the guidance in Topic 606, there were no
judgments or estimates made that the Company deems significant.
Accounts Receivable — Net, includes amounts billed and currently due from customers. The amounts due are stated at their
net estimated realizable value. The allowance for doubtful accounts is the Company's best estimate of the amount of probable
credit losses in the Company's existing accounts receivable. The Company determines the allowance based on analysis of
customer credit worthiness and historical losses. Accounts receivable are written off once the Company determines the account
to be uncollectible. The Company does not have any off-balance-sheet credit exposure related to its customers.
Contract Balances — Contract assets primarily relate to the Company’s rights to consideration for work completed in
relation to its services performed but not billed at the reporting date. Contract liabilities primarily consist of advance payments
of performance obligations yet to be fully satisfied in the period reported. Our contract liabilities and contract assets are
reported in a net position at the end of each reporting period.
We disaggregate our revenue from contracts with customers by major lines of business for each of our segments, as we
believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic
factors.
The following table disaggregates our revenue by major lines:
Total Net Sales by Major Lines of
Business (thousands)
Parts cleaning, containerized waste, &
related products/services
Vacuum Services & Wastewater
Treatment
Antifreeze Business
Field Services
Environmental Services - Other
Re-refinery Product Sales
Oil Collection Services & RFO
Oil Filter Business
Revenues from Contracts with
Customers
Other Revenue
Total Revenues
For the Fiscal Year Ended,
December 28, 2019
For the Fiscal Year Ended,
December 29, 2018
Environmental
Services
Oil
Business
Total
Environmental
Services
Oil
Business
Total
$
168,521
$
— $ 168,521
$
178,607
$
— $178,607
60,736
27,321
21,701
1,856
—
—
—
—
60,736
27,321
21,701
1,856
— 115,551
115,551
—
—
21,445
4,633
21,445
4,633
53,934
19,021
17,692
1,877
—
—
—
—
53,934
19,021
17,692
1,877
— 112,472
112,472
—
—
21,405
4,838
21,405
4,838
280,135
141,629
421,764
271,131
138,715
409,846
22,408
255
22,663
—
337
337
$
302,543
$141,884
$ 444,427
$
271,131
$139,052
$410,183
64
The following table provides information about contract assets and contract liabilities from contracts with customers:
(thousands)
Contract assets
Contract liabilities
Contract liabilities - net
December 28, 2019
December 29, 2018
$
$
64
2,316
2,252
$
$
100
266
166
During the fiscal year ended December 28, 2019, the Company recognized $0.3 million of revenue that was included in the
contract liabilities balance as of December 29, 2018. As a result of having adopted ASC 842 on December 30, 2018, the
Company recognized within Contract liabilities - net approximately $2.2 million of deferred rental income. The Company has
no assets recognized from costs to obtain or fulfill a contract with. a customer. We do not disclose the value of unsatisfied
performance obligations for contracts with an original expected length of one year or less.
(5) ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
(thousands)
Trade
Less: allowance for doubtful accounts
Trade - net
Related parties
Other
Total accounts receivable - net
December 28,
2019
December 29,
2018
$
$
54,420
2,221
52,199
1,560
1,827
55,586
$
$
51,118
1,816
49,302
1,595
847
51,744
The following table provides the changes in the Company’s allowance for doubtful accounts for the fiscal year ended
December 28, 2019 and the fiscal year ended December 29, 2018:
(thousands)
Balance at beginning of period
Provision for bad debts
Accounts written off, net of recoveries
Balance at end of period
December 28,
2019
December 29,
2018
$
$
1,816
1,486
(1,081)
2,221
$
$
1,881
628
(693)
1,816
65
(6) INVENTORY
Inventory consists primarily of used oil and processed oil, solvents and solutions, new and refurbished parts cleaning
machines, drums and supplies, and other items. Inventories are valued at the lower of FIFO cost or net realizable value, net of
any reserves for excess, obsolete, or unsalable inventory.
The carrying value of inventory consisted of the following:
(thousands)
Solvents and solutions
Used oil and processed oil
Machines
Drums and supplies
Other
Total inventory
Less: machine refurbishing reserve
Total inventory - net
December 28,
2019
December 29,
2018
$
8,694
$
8,349
5,440
4,697
2,632
29,812
439
$
29,373
$
8,216
12,124
5,334
5,231
2,378
33,283
224
33,059
The Company continually monitors its inventory levels at each of its locations and evaluates inventories for excess or slow-
moving items. If circumstances indicate the cost of inventories exceed their recoverable value, inventories are reduced to net
realizable value. In fiscal 2019 and 2018, the Company recorded no inventory impairment charges.
(7) PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment consisted of the following:
(thousands)
Machinery, vehicles, and equipment
Buildings and storage tanks
Land
Leasehold improvements
Construction in progress
Assets held for sale
Total property, plant, and equipment
Less: accumulated depreciation
Property, plant, and equipment - net
(thousands)
Equipment at customers
Less: accumulated depreciation
Equipment at customers - net
December 28,
2019
December 29,
2018
$
127,242
$
71,616
9,664
6,523
7,958
4
223,007
68,096
154,911
$
$
98,708
69,791
9,546
5,701
15,405
4
199,155
59,168
139,987
December 28,
2019
December 29,
2018
$
$
77,914
53,682
24,232
$
$
73,075
49,261
23,814
Depreciation expense was $14.6 million, $13.1 million, and $14.7 million for fiscal 2019, 2018 and 2017, respectively.
66
(8) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill is measured as a residual amount as of the acquisition date, which in most cases results in measuring goodwill as
an excess of the purchase consideration transferred plus the fair value of any noncontrolling interest in the acquiree over the fair
value of the net assets acquired, including any contingent consideration. The Company tests goodwill for impairment annually
in the fourth quarter and in interim periods if an event occurs or circumstances change that would more likely than not reduce
the fair value of a reporting unit below its carrying amount. The Company's determination of fair value requires certain
assumptions and estimates, such as margin expectations, market conditions, growth expectations, expected changes in working
capital, etc., regarding expected future profitability and expected future cash flows. The Company tests goodwill for impairment
at each of its two reporting units, Environmental Services and Oil Business.
In fiscal 2017, the Company performed a qualitative assessment to determine whether the two-step quantitative impairment
test was necessary. The Oil Business reporting unit had zero goodwill throughout fiscal 2017. Based on the qualitative
assessment, the Company concluded it is more likely than not that the fair value of the Environmental Services reporting unit is
greater than its carrying amount including goodwill, and therefore the two-step quantitative test was not necessary and no
impairment was indicated.
In fiscal 2018, the Company performed a qualitative assessment to determine whether the two-step quantitative impairment
test was necessary. The Oil Business reporting unit had zero goodwill throughout fiscal 2018. Based on the qualitative
assessment, the Company concluded it is more likely than not that the fair value of the Environmental Services reporting unit is
greater than its carrying amount including goodwill, and therefore the two-step quantitative test was not necessary and no
impairment was indicated.
In fiscal 2019, the Company performed a qualitative assessment to determine whether the two-step quantitative impairment
test was necessary. The Oil Business reporting unit had zero goodwill throughout fiscal 2019. Based on the qualitative
assessment, the Company concluded it is more likely than not that the fair value of the Environmental Services reporting unit is
greater than its carrying amount including goodwill, and therefore the two-step quantitative test was not necessary and no
impairment was indicated.
The following table shows changes to our goodwill balances by segment during the years ended December 29, 2018, and
December 28, 2019:
(thousands)
Oil Business
Environmental
Services
Total
Goodwill at December 30, 2017
Gross carrying amount
Accumulated impairment loss
Net book value at December 30, 2017
Acquisitions
Goodwill at December 29, 2018
Gross carrying amount
Accumulated impairment loss
Net book value at December 29, 2018
Acquisitions
Measurement period adjustments
Goodwill at December 28, 2019
Gross carrying amount
Accumulated impairment loss
Net book value at December 28, 2019
3,952
(3,952)
— $
—
3,952
(3,952)
31,580
—
31,580
$
2,543
34,123
—
— $
34,123
$
—
—
3,952
(3,952)
639
(1,765)
32,997
—
— $
32,997
$
35,532
(3,952)
31,580
2,543
38,075
(3,952)
34,123
—
—
36,949
(3,952)
32,997
$
$
$
67
Following is a summary of software and other intangible assets:
(thousands)
Customer & supplier relationships
Software
Patents, formulae, and licenses
Non-compete agreements
Other
December 28, 2019
December 29, 2018
Gross
Carrying
Amount
25,551
$
Accumulated
Amortization
Net
Carrying
Amount
$
13,886
$
11,665
Gross
Carrying
Amount
23,686
$
Accumulated
Amortization
Net
Carrying
Amount
$
11,445
$
12,241
8,093
1,769
3,603
1,702
4,887
774
3,068
1,211
3,206
995
535
491
5,040
1,769
2,937
1,442
4,094
708
2,904
1,042
946
1,061
33
400
Total software and intangible assets
$
40,718
$
23,826
$
16,892
$
34,874
$
20,193
$
14,681
Amortization expense was $3.6 million, $3.1 million, and $3.3 million for fiscal 2019, 2018, and 2017, respectively.
The weighted average useful lives of customer and supplier relationships are as follows:
Intangible asset
Patents, formulae, & licenses
Customer and supplier relationships
Software
Non-compete agreements
Other intangibles
Weighted average useful life
(years)
15
11
9
5
7
The estimated amortization expense for each of the five succeeding fiscal years is as follows:
Fiscal Year
2020
2021
2022
2023
2024
Amortization Expense
(millions)
$3.3
$3.2
$2.9
$2.4
$0.9
The preceding expected amortization expense is an estimate. Actual amounts of amortization expense may differ from
estimated amounts due to additional intangible asset acquisitions, disposal of intangible assets, accelerated amortization of
intangible assets, adjustment to purchase price allocations for assets acquired, and other events. No impairment of software or
other intangible assets was recorded in fiscal 2019, 2018, or 2017.
(9) ACCOUNTS PAYABLE
Accounts payable consisted of the following:
(thousands)
Accounts payable
Accounts payable - related parties
Total accounts payable
December 28,
2019
December 29,
2018
$
$
37,690
368
38,058
$
$
32,471
159
32,630
68
(10) DEBT AND FINANCING ARRANGEMENTS
Bank Credit Facility
The Company's Credit Agreement ("Credit Agreement"), dated February 21, 2017, provides for borrowings of up to $95.0
million, subject to the satisfaction of certain terms and conditions, comprised of a term loan of $30.0 million and up to $65.0
million of borrowings under a revolving loan. The actual amount of borrowings available under the revolving loan portion of
the Credit Agreement is limited by the Company's total leverage ratio. The amount available to draw at any point in time would
be further reduced by any standby letters of credit issued.
Loans made under the Credit Agreement may be Base Rate Loans or LIBOR Rate Loans, at the election of the Company
subject to certain exceptions. Base Rate Loans have an interest rate equal to (i) the higher of (a) the federal funds rate plus
0.5%, (b) the London Interbank Offering Rate (“LIBOR”) plus 1%, or (c) Bank of America's prime rate, plus (ii) a variable
margin of between 0.75% and 1.75% depending on the Company's total leverage ratio, calculated on a consolidated basis.
LIBOR rate loans have an interest rate equal to (i) the LIBOR rate plus (ii) a variable margin of between 1.75% and 2.75%
depending on the Company's total leverage ratio. Amounts borrowed under the Credit Agreement are secured by a security
interest in substantially all of the Company's tangible and intangible assets. Please see "Item 1A. Risk Factors" for more
information in regard to the phasing out of LIBOR after 2021.
The Credit Agreement contains customary terms and provisions (including representations, covenants, and conditions) for
transactions of this type. Certain covenants, among other things, restrict the Company's and its subsidiaries' ability to incur
indebtedness, grant liens, make investments and sell assets. The Credit Agreement also contains customary events of default,
covenants and representations and warranties. Financial covenants include:
•
•
•
An interest coverage ratio (based on interest expense and EBITDA) of at least 3.5 to 1.0;
A total leverage ratio no greater than 3.0 to 1.0, provided that in the event of a permitted acquisition having an
aggregate consideration equal to $10.0 million or more, at the Borrower’s election, the foregoing 3.00 to 1.00 shall be
deemed to be 3.25 to 1.00 for the fiscal quarter in which such permitted acquisition occurs and the three immediately
following fiscal quarters and will thereafter revert to 3.00 to 1.00; and
A capital expenditures covenant limiting capital expenditures to $100.0 million plus, if the capital expenditures
permitted have been fully utilized, an additional amount for the remaining term of the Credit Agreement equal to 35%
of EBITDA for the thirteen “four-week” periods most recently ended immediately prior to the full utilization of such
$100.0 million basket
The Credit Agreement places certain limitations on acquisitions and the payment of dividends.
Debt at December 28, 2019 and December 29, 2018 consisted of the following:
(thousands)
Principal amount
December 28, 2019 December 29, 2018
30,000
$
30,000
$
Less: unamortized debt issuance costs
Long-term debt, less current maturities
$
652
29,348
$
954
29,046
In fiscal 2019, the Company recorded interest expense of $1.7 million, of which approximately $1.2 million of interest
expense was on our term loan, and $0.3 million was amortization of debt issuance costs. In fiscal 2018, the Company recorded
interest expense of $1.5 million, of which $1.2 million of interest expense was on our term loan, and $0.3 million was
amortization of debt issuance costs. No interest was capitalized in fiscal years 2019 and 2018.
As of December 28, 2019 and December 29, 2018, the Company was in compliance with all covenants under the Credit
Agreement. As of December 28, 2019, and December 29, 2018, the Company had $1.1 million and $1.3 million of standby
letters of credit issued, respectively, and $63.9 million and $63.7 million was available for borrowing under the bank credit
facility, respectively.
The Company's weighted average and effective interest rates as December 28, 2019, December 29, 2018, and
December 30, 2017 were 4.1%, 3.9%, and 3.5%, respectively.
69
Future Maturities
The aggregate contractual annual maturities for debt as of December 28, 2019 are as follows:
Fiscal Year:
Term Loan
(thousands)
2020
2021
2022
2023
2024
$
—
—
30,000
—
—
Aggregate Maturities
$
30,000
(11) EMPLOYEE BENEFIT PLAN
Heritage-Crystal Clean offers a defined contribution benefit plan for its employees who are immediately eligible to
participate in the plan. Participants are allowed to contribute 1% to 70% of their pre-tax earnings to the plan. The Company
matches 100% of the first 3% contributed by the participant and 50% of the next 2% contributed by the participant for a
maximum contribution of 4% per participant. The Company's matching contribution under this plan was $2.6 million,
$2.0 million, and $1.8 million in fiscal 2019, 2018, and 2017, respectively.
(12) RELATED PARTY AND AFFILIATE TRANSACTIONS
As of December 28, 2019, the Heritage Group beneficially owned 31.6% of the Company's common stock. The Fehsenfeld
Family Trusts, which are related to the Heritage Group owned 6.4% of the Company's common stock, and Fred Fehsenfeld, Jr.,
the Chairman of the Board and an affiliate of the Heritage Group, beneficially owned 4.3% of the Company's common stock.
Companies affiliated with the Heritage Group are listed as affiliates.
During fiscal 2019, 2018, and 2017, the Company had transactions with the Heritage Group affiliates and other related
parties. The following table sets forth related-party transactions:
Fiscal 2019
Fiscal 2018
Fiscal 2017
(thousands)
Heritage Group affiliates
Other related parties / affiliates
Total
Revenues Expenses Revenues Expenses Revenues Expenses
$
8,705
7,653
$ 16,358
$
$
3,846 $
486
8,168
6,497
4,332 $ 14,665
$
$
2,202
827
3,029
$
$
4,740
4,516
9,256
$
$
2,965
50
3,015
Revenues from related parties and affiliates are for sales of products and services performed by the Company.
Payments to related parties and affiliates include solvent purchases, insurance payments, disposal services, transportation,
and various other services.
The Company participated in a self-insurance program for workers' compensation with a shareholder and several related
companies. In connection with this program, payments were made to the shareholder. Expenses paid to the shareholder in fiscal
2019, 2018, and 2017 were approximately $0.3 million, $0.5 million, and $0.9 million, respectively. Our participation in this
self-insurance program ended on January 31, 2018.
70
(13) SEGMENT INFORMATION
The Company has two reportable segments: "Environmental Services" and "Oil Business." The Environmental Services
segment consists of the Company's parts cleaning, containerized waste management, vacuum truck services, antifreeze
recycling activities, and field services. The Oil Business segment consists of the Company's used oil collection, recycled fuel oil
sales, used oil re-refining activities, and used oil filter removal and disposal services. No customer represented greater than 10%
of consolidated revenues for any of the periods presented. There were no intersegment revenues. Both segments operate in the
United States and, to an immaterial degree, in Ontario, Canada. As such, the Company is not disclosing operating results by
geographic segment.
Segment results for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017 were as
follows:
(thousands)
Revenues
Service revenues
Product revenues
Rental income
Total revenues
Operating expenses
Operating costs
Operating depreciation and amortization
Profit before corporate selling, general, and
administrative expenses
Selling, general, and administrative expenses
Depreciation and amortization from SG&A
Total selling, general, and administrative
expenses
Other expense - net
Operating income
Interest expense - net
Income before income taxes
For the Fiscal Years Ended,
December 28, 2019
Environmental
Services
Oil Business
Corporate and
Eliminations
Consolidated
$
$
$
236,530
$
13,961
$
— $
43,605
22,408
127,668
255
—
—
302,543
$
141,884
$
— $
219,040
7,768
130,563
6,656
—
—
75,735
$
4,665
$
— $
$
50,224
3,825
54,049
13,490
869
$
$
250,491
171,273
22,663
444,427
349,603
14,424
80,400
50,224
3,825
54,049
13,490
12,861
869
11,992
71
(thousands)
Revenues
Service revenues
Product revenues
Total revenues
Operating expenses
Operating costs
Operating depreciation and amortization
Profit before corporate selling, general, and
administrative expenses
Selling, general, and administrative expenses
Depreciation and amortization from SG&A
Total selling, general, and administrative
expenses
Other expense - net
Operating income
Interest expense - net
Income before income taxes
(thousands)
Revenues
Service revenues
Product revenues
Total revenues
Operating expenses
Operating costs
Operating depreciation and amortization
Profit before corporate selling, general, and
administrative expenses
Selling, general, and administrative expenses
Depreciation and amortization from SG&A
Total selling, general, and administrative
expenses
Other (income) - net
Operating income
Interest expense - net
Income before income taxes
December 29, 2018
Environmental
Services
Oil Business
Corporate and
Eliminations
Consolidated
$
$
$
$
$
237,806
33,325
271,131
194,959
6,766
$
$
12,456
126,596
139,052
128,206
6,141
— $
—
— $
—
—
69,406
$
4,705
$
— $
47,714
3,250
$
50,964
$
1,606
1,052
$
250,262
159,921
410,183
323,165
12,907
74,111
47,714
3,250
50,964
1,606
21,541
1,052
20,489
December 30, 2017
Environmental
Services
Oil Business
Corporate and
Eliminations
Consolidated
$
$
$
$
$
212,883
25,172
238,055
163,633
7,526
$
$
21,116
106,786
127,902
112,469
6,776
— $
—
— $
—
—
66,896
$
8,657
$
— $
47,401
3,665
$
51,066
$
(10,940)
1,094
$
233,999
131,958
365,957
276,102
14,302
75,553
47,401
3,665
51,066
(10,940)
35,427
1,094
34,333
72
Total assets by segment as of December 28, 2019 and December 29, 2018 were as follows:
(thousands)
Total Assets:
December 28,
2019
December 29,
2018
Environmental Services
Oil Business
Unallocated Corporate Assets
Total
$
$
224,657
$
171,104
75,553
471,314
$
148,192
142,691
56,939
347,822
Segment assets for the Environmental Services and Oil Business segments consist of property, plant, and equipment,
intangible assets, accounts receivable, and inventories allocated to each segment. Environmental Services segment assets also
include goodwill. Assets for the corporate unallocated amounts consist of cash, prepaids, and property, plant, and equipment
used at the corporate headquarters.
Capital expenditures by segment for fiscal 2019, 2018, and 2017 were as follows:
(thousands)
Total Capital Expenditures:
Environmental Services
Oil Business
Unallocated Corporate Assets
Total
December 28,
2019
For the Fiscal Years Ended,
December 29,
2018
December 30,
2017
$
$
18,499
$
12,756
$
12,670
124
9,858
206
6,843
6,998
559
31,293
$
22,820
$
14,400
73
(14) COMMITMENTS AND CONTINGENCIES
Leases
Lessee
The Company leases buildings and property, railcars, machinery and equipment, and various types of vehicles for use in
our operations. Each arrangement is evaluated individually to determine if the arrangement is or contains a lease at
inception. The Company has lease agreements with lease and non-lease components and we have elected to not separate lease
and non-lease components for all classes of underlying assets. In addition, our lease agreements do not contain any material
residual guarantees or restrictive covenants.
Leases may include variable lease payments for common area maintenance, real estate taxes, and truck lease mileage. No
leases are tied to a market index rate or CPI. Variable lease payments are not included in the initial measurement of the right-
of-use assets or lease liabilities, and are recorded as lease expense in the period incurred. Options to extend or terminate a lease
are included in the lease term when it is reasonably certain that we will exercise that option. We have elected not to record
leases with an initial term of 12 months or less on the balance sheet and instead recognize those lease payments on a straight-
line basis over the lease term. Leases with initial terms in excess of 12 months are recorded as either operating or financing
leases in our Consolidated Balance Sheet.
Right-of-use assets represent the Company's right to use an underlying asset during the lease term and lease liabilities
represent the Company's obligation to make lease payments arising from the lease. Our lease right-of-use assets are measured
at the initial measurement of the lease liability, adjusted for any lease payments made prior to the lease commencement date,
less any lease incentives received and other initial direct costs incurred. Our lease liabilities are recognized based on the
present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not
provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date,
including lease term, in determining the present value of future payments.
Our leases have remaining terms ranging from less than one month to 11 years and may include options to extend or
terminate the lease when it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-
line basis over the lease term. Our finance leases include a fleet of mobile equipment.
The components of lease expense were as follows:
74
(thousands)
Finance lease cost:
Amortization of right-of-use Assets
Interest on lease liabilities
Total finance lease cost
Operating lease cost
Short-term lease cost
Variable lease cost
Total lease cost
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from financing leases
Operating cash flows from operating leases
Financing cash flows from financing leases
Right-of-use assets obtained in exchange for new finance lease liabilities
Right-of-use assets obtained in exchange for new operating lease liabilities
Weighted-average remaining lease term (years)
Finance leases
Operating leases
Weighted-average discount rate
Finance leases
Operating leases
For the Fiscal Year
Ended,
December 28, 2019
$
$
$
$
$
288
67
355
26,717
5,029
4,187
35,933
58
26,409
191
6,539
104,963
6.7
5.1
3.4 %
5.8 %
Future annual minimum lease payment commitments as of December 28, 2019 were as follows:
(thousands)
2020
2021
2022
2023
2024
2025 and thereafter
Total minimum lease payments
Less: imputed interest
Lease liability
Operating Leases Finance Leases
Total
$
$
$
23,894
20,484
16,902
12,745
8,702
13,367
96,094
13,311
82,783
$
$
$
883 $
883
883
883
883
2,828
24,777
21,367
17,785
13,628
9,585
16,195
7,243 $
103,337
885
6,358 $
14,196
89,141
As disclosed in our 2018 Annual Report on Form 10-K, and under the previous lease accounting standard 840, future
minimum lease payments due under noncancelable operating lease agreements as of December 29, 2018 were as follows:
75
(thousands)
2019
2020
2021
2022
2023
2024 and thereafter
Total minimum lease payments
Lessor
$
$
22,226
16,095
12,458
9,247
6,020
5,786
71,832
The Company is a lessor of portions of a building and property, railcars, and equipment such as embedded leases of parts
cleaning machines. Each of the Company’s leases is classified as an operating lease, and the vast majority are short-term
leases. Variable lease payments include real and personal property taxes, which are based on the lessee’s pro rata portion of
such amounts, and excess mileage charges which are computed as the actual miles traveled in a calendar year minus the
maximum average mileage allowance as specified per the contract. Options to extend the lease beyond the original terms range
from day-to-day renewals to increments of five-year extensions. Options to terminate the lease range from immediate
termination upon return of the asset to various written notification periods following a minimum lease term. Options for a
lessee to purchase the underlying asset are not contractually specified but may be negotiated on a case-by-case basis.
Significant judgments made in determining whether a contract contains a lease include assessments as to whether or not the
contract conveys the right to direct the use of an identified asset. Significant judgments made in allocating consideration
between lease and non-lease components include techniques applied in estimating the relative stand-alone selling prices of the
lease and non-lease components of the contract in cases where a stand-alone selling price is not directly observable. As of
December 28, 2019, the Company is party to a contract under which it leases railcars to the related party Calumet Specialty
Products Partners, L.P. No leased assets are covered by residual value guarantees. The Company manages the risk associated
with the residual value of leased assets through such means as performing periodic maintenance and upkeep activities and the
inclusion of contractual terms that hold the lessee responsible for damage incurred to leased assets. Contained in Note 7,
“Property, plant, and equipment,” are disclosures concerning the Company’s underlying assets under operating leases. The
Company has made an accounting policy election to exclude from the consideration in the contract and from variable
payments not included in the consideration in the contract all taxes assessed by a governmental authority that are both imposed
on and concurrent with a specific lease revenue-producing transaction and collected by the lessor from a lessee.
The Company recognizes rental income on a straight-line basis for that portion of the consideration allocated to
the embedded lease component of certain of our parts cleaning contracts. We also recognize rental income on certain subleases
of railcars and portions of a building and property.
Rental income for the fourth quarter and fiscal year ended December 28, 2019 was as follows:
(thousands)
Parts Cleaning
Railcars
Property
Total rental income
Purchase Obligations
For the Fiscal Year Ended
December 28, 2019
Environmental
Services
Oil
Business
Total
$
$
22,408 $
— $
22,408
—
—
213
42
213
42
22,408 $
255 $
22,663
The Company may enter into purchase obligations with certain vendors. They represent expected payments to third party
service providers and other commitments entered into during the normal course of our business. These purchase obligations
are generally cancellable with or without notice without penalty, although certain vendor agreements provide for cancellation
fees or penalties depending on the terms of the contract.
76
The Company had purchase obligations in the form of open purchase orders of $28.3 million as of December 28, 2019,
and $18.6 million as of December 29, 2018, primarily for capital expenditures, used oil, catalyst, disposal, and solvent.
The Company may be subject to investigations, claims, or lawsuits as a result of operating its business, including matters
governed by environmental laws and regulations. When claims are asserted, the Company evaluates the likelihood that a loss
will occur and records a liability for those instances when the likelihood is deemed probable and the exposure is reasonably
estimable. The Company carries insurance at levels it believes are adequate to cover loss contingencies based on historical
claims activity. When the potential loss exposure is limited to the insurance deductible and the likelihood of loss is determined
to be probable, the Company accrues for the amount of the required deductible, unless a lower amount of exposure is
estimated. As of December 28, 2019 and December 29, 2018, the Company had accrued $4.0 million and $4.2 million related
to loss contingencies respectively.
77
(15) INCOME TAXES
On December 22, 2017, the Tax Cuts and Jobs Act was enacted into law and introduced significant changes to U.S. tax
law. In addition to the federal income tax rate reduction from 35% to 21% effective for tax years beginning after December 31,
2017, the new legislation set forth a variety of other changes, including a limitation on the tax deductibility of interest expense,
the acceleration of business asset expensing, a limitation on the use of net operating losses generated in future years, the repeal
of the alternative minimum tax ("AMT"), created new taxes on certain foreign-sourced earnings (GILTI - Global Intangible
Low Taxed Income ), and a reduction in the amount of executive pay that could qualify as a tax deduction. For the year-ended
December 28, 2019, the Company will be impacted by the repeal of AMT, acceleration of business asset expensing and
limitation of executive compensation. The Company may or may not be impacted by the other aforementioned changes to the
tax law in the future.
On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (SAB 118) which addresses income tax
accounting implications of the Tax Act. The purpose of SAB 118 was to address any uncertainty or diversity of view in
applying ASC 740 Income Taxes in the reporting period in which the Tax Act was enacted. SAB 118 allows for a
measurement period to finalize the impacts of the Tax Act, not to extend beyond one year from the date of enactment.
Due to the timing and the complexity involved in applying the provisions of the Act, the Company did not record
provisional amounts in our financial statements as of December 30, 2017 related to the one time deemed repatriation of foreign
earnings. The Internal Revenue Service issued guidance in 2018 with respect to the one time deemed repatriation of foreign
earnings and the Company determined there was no income inclusion related to its controlled foreign corporation under IRC
965 for the year ended December 30, 2017.
The Company deducted for federal income tax purposes accelerated "bonus" depreciation on the majority of its capital
expenditures for assets placed in service in fiscal 2011 through fiscal 2019. Therefore, the Company recorded a noncurrent
deferred tax liability as to the difference between the book basis and the tax basis of those assets. In addition, as a result of the
federal bonus depreciation, the Company recorded a Net Operating Loss ("NOL"). The balance on the federal NOL as of
December 28, 2019 was $26.1 million. There are also state NOLs of varying amounts, dependent on each state’s conformity
with bonus depreciation. The remaining deferred tax asset related to the Company's state and federal NOL was a tax effected
balance of $6.5 million. The Company has not set up a valuation allowance on the NOL balance as we believe more likely than
not that this will be realized.
The Company's effective tax rate for fiscal 2019 was 27.0% compared to 26.6% in fiscal 2018. The difference in the
effective tax rate is principally attributable to state income taxes.
Components of the Company's income tax benefit and provision consist of the following for fiscal years 2019, 2018, and
2017:
(thousands)
Current:
Federal
State
Total current
Deferred:
Federal
State
Foreign
Total deferred
Income tax provision
December 28,
2019
For the Fiscal Years Ended,
December 29,
2018
December 30,
2017
$
$
$
$
$
(79) $
681
602
$
(306) $
797
491
$
2,328
$
4,093
$
313
—
2,641
3,243
$
$
778
89
4,960
5,451
$
$
409
263
672
4,501
829
(79)
5,251
5,923
A reconciliation of the expected income tax expense at the statutory federal rate to the Company's actual
income tax expense is as follows:
78
(thousands)
Tax expense at statutory federal rate
State and local tax, net of federal expense
Windfalls from share-based compensation
Impact of Federal Rate Change
Valuation allowance
Other
Total income tax provision
For the Fiscal Years Ended,
December 29,
2018
December 30,
2017
December 28,
2019
$
2,518
$
4,303
$
11,673
785
(369)
—
117
192
1,245
(331)
—
192
42
$
3,243
$
5,451
$
720
(412)
(6,156)
(126)
224
5,923
Components of deferred tax assets (liabilities) are as follows:
(thousands)
Deferred tax assets:
Net operating loss carryforward
Stock compensation
Tax intangible assets
Reserves and accruals
Income tax credits
Allowance for doubtful accounts
Total deferred tax asset
Less: valuation allowance
Net deferred tax asset
Deferred tax liabilities:
Prepaids
Depreciation and amortization
Total deferred tax liability
Net deferred tax liability
As of,
December 28,
2019
December 29,
2018
$
6,457
$
2,167
1,327
9,432
1,023
606
21,012
$
310
20,702
$
4,966
1,640
1,444
5,776
1,345
525
15,696
193
15,503
(690) $
(37,169)
(37,859) $
(645)
(29,374)
(30,019)
(17,157) $
(14,516)
$
$
$
$
$
As of December 28, 2019, the Company is no longer subject to U.S. federal examinations by taxing authorities for years
prior to 2016, however net operating loss carryforwards from years prior to 2016 remain open to examination as part of any
year in which it is utilized in the future.
As of December 28, 2019, the Company believes it is more likely than not that a benefit from foreign net operating loss
carryforwards will not be realized. As of December 28, 2019, the Company has provided a valuation allowance against those
foreign net operating loss carryforwards of $0.3 million.
The Company establishes reserves when it is more likely than not that the Company will not realize the full tax benefit of a
position. The Company has a reserve of $2.7 million for uncertain tax positions as of December 28, 2019 and $2.5 million as of
December 29, 2018. The gross unrecognized tax benefits would, if recognized, decrease the Company's effective tax rate.
Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve
months due to tax examination changes, settlement activities, expiration of statute of limitations, or the impact on recognition
and measurement considerations related to the results of published tax cases or other similar activities, we do not anticipate any
significant changes to unrecognized tax benefits over the next 12 months.
The Company recognizes interest and penalties associated with income tax liabilities as income tax expense in the
Statement of Operations. No significant penalties or interest are included in income taxes or accounted for on the balance sheet
related to unrecognized tax positions as of December 28, 2019, or December 29, 2018.
79
The following table summarizes the movement in unrecognized tax benefits:
(thousands)
Gross Unrecognized Tax Benefits:
Beginning balance
Additions based on current year's tax positions
Net changes based on prior year's tax positions
Ending balance
For the Fiscal Years Ended,
December 28,
2019
December 29,
2018
$
$
2,544
$
2,509
47
87
36
(1)
2,678
$
2,544
80
(16) SHARE-BASED COMPENSATION
On February 20, 2019, the Compensation Committee and the Board of Directors of the Company adopted the 2019
Incentive Award Plan (the “2019 Plan”), to replace the Company’s 2008 Omnibus Incentive Plan (“2008 Plan”), which expired
in March 2018. The 2019 Plan was approved during the second quarter of 2019 and authorizes 1,500,000 shares to be available
for award grants.
Stock Option Awards
A summary of stock option activity under this Plan is as follows:
Stock Options
Number of
Options
Outstanding
Weighted
Average
Exercise
Price
Weighted Average
Remaining
Contractual Term
(in years)
Aggregate
Intrinsic Value as
of Date Listed
(in thousands)
Options outstanding at December 30, 2017
19,435
$
Exercised
Options outstanding at December 29, 2018
Exercised
(16,675) $
2,760
$
(2,760) $
Options outstanding at December 28, 2019
— $
7.33
7.33
7.33
7.33
—
1.23 $
280
0.24 $
— $
41
—
Restricted Stock Compensation/Awards
Annually, the Company grants restricted shares to its Board of Directors. The shares become fully vested one year from
their grant date. The fair value of each restricted stock grant is based on the closing price of the Company's common stock on
the date of grant. The Company amortizes the expense over the service period, which is the fiscal year in which the award is
granted. In addition, the Company may grant restricted shares to certain members of management based on their services and
contingent upon continued service with the Company. The restricted shares vest over a period of approximately three years
from the grant date. The fair value of each restricted stock grant is based on the closing price of the Company's common stock
on the date of grant.
On April 13, 2018, the Company granted 350,000, of which 90,417 have been forfeited, shares of restricted stock to certain
members of Management as part of a Special Incentive Program. The number of shares granted may be increased up to 454,271
shares depending on the Company’s level of performance with regard to certain market conditions. Up to 454,271 shares may
vest on April 13, 2022, depending on the satisfaction of certain service and market conditions.
The following table shows a summary of restricted shares grants and expense resulting from the awards:
Compensation
Expense
For the Fiscal Years
Ended,
Unrecognized Expense as of,
2018
2017
December 28,
2019
December 29,
2018
$439
$360 $
— $
(thousands, except share amounts)
Recipient of Grant
Grant Date
Members of Management
February, 2017
Chief Executive Officer
February, 2017
Board of Directors
April, 2017
Members of Management
February, 2018
Special Incentive Grant
April, 2018
Board of Directors
Board of Directors
Members of Management
May, 2018
May, 2019
May, 2019
Restricted
Shares
146,564
500,000
14,980
116,958
350,000
13,800
10,590
23,560
2019
$367
723
—
562
1,194 1,112
— 241
549 —
1,120
1,436 —
—
285
202
285 —
—
—
367 —
506
—
615
3,428
—
—
458
385
1,230
—
1,176
6,633
—
—
—
During fiscal 2019, the Company also incurred $0.7 million of share-based compensation expense for potential expected
future restricted share grants.
81
In February 2017, as part of Mr. Recatto's employment agreement, the Company granted a restricted stock award of
500,000 shares of common stock, which vests through January 2021 in an amount based on the vesting table below, with the
common stock price increase to be determined based on the increase in the price of the Company’s common stock (if any) from
the closing price of the common stock as reported by Nasdaq on the employment commencement date ($15.00) and the
common stock price on the potential vesting date (determined by using the weighted average closing price of a share of the
Company's common stock for the 90-day period ending on the vesting date). If the stock price does not increase by $5.00, then
no shares shall vest. In fiscal 2019, the Company recorded approximately $0.7 million of compensation expense related to this
award. In the future, the Company expects to recognize compensation expense of approximately $0.5 million over the
remaining requisite service period, which ends January 31, 2021. The fair value of this restricted stock award as of the grant
date was estimated using a Monte Carlo simulation model. Key assumptions used in the Monte Carlo simulation to estimate the
grant date fair value of this award are a risk-free rate of 1.70%, expected dividend yield of zero, and an expected volatility
assumption of 41.73%.
Increase in Stock Price From the Employment
Commencement Date to the Vesting Date
Vesting Table
Less than $5 per share increase
$5 per share increase
$10 per share increase
$15 per share increase
$20 or more per share increase
Total Percentage of Restricted Stock
Shares to Be Vested
—%
25%
50%
75%
100%
Provision for possible accelerated vesting of award
If the weighted average closing price of the Company's common stock increases by the marginal levels set forth in the
above vesting table for 180 consecutive days during any period between the award date and final vesting date, Mr. Recatto shall
become vested in 50% of the corresponding total percentage of restricted shares earned on the last day of the 180 day period.
The remaining 50% of the corresponding shares will vest upon satisfaction of the service conditions at the end of the final
vesting date in January 2022.
Accelerated vestings achieved to date include the following:
Vesting Date
Marginal Level Target
Shares Fully Vested
March 14, 2018
June 10, 2019
25%
50%
62,500
62,500
The following table summarizes information about restricted stock awards for the periods ended December 29, 2018
through December 28, 2019:
Restricted Stock (Nonvested Shares)
Number of Shares
Nonvested shares outstanding at December 30, 2017
Granted
Vested
Forfeited
685,999
480,755
(149,710)
(3,181)
Nonvested shares outstanding at December 29, 2018
Granted
Vested
Forfeited
Nonvested shares outstanding at December 28, 2019
1,013,863
$
34,150
(158,372)
(105,062)
784,579
$
82
Weighted Average Grant-
Date Fair Value Per Share
14.52
$
21.81
14.57
17.75
18.20
26.54
16.52
22.01
18.39
Employee Stock Purchase Plan
The Employee Stock Purchase Plan of 2008 ("ESPP") is a shareholder approved plan under which all employees regularly
scheduled to work 20 or more hours per week may purchase the Company’s common stock through payroll deductions at a
price equal to 95% of the fair market values of the stock as of the end of the first day following each three-month offering
period. An employee’s payroll deductions under the ESPP are limited to 10% of the employee’s regular earnings, and
employees may not purchase more than $25,000 of stock during any calendar year.
As of December 28, 2019, the Company had reserved 109,585 shares of common stock available for purchase under the
ESPP. In fiscal 2019, employees purchased 19,677 shares of the Company’s common stock with a weighted average fair market
value of $25.82 per share.
(17) STOCKHOLDERS' EQUITY
Heritage Participation Rights
The Company has a Participation Rights Agreement with The Heritage Group (“Heritage”), an affiliate of Heritage-Crystal
Clean, Inc. pursuant to which Heritage has the option to participate, pro rata based on its percentage ownership interest in the
Company's common stock in any equity offerings for cash consideration, including (i) contracts with parties for equity
financing (including any debt financing with an equity component) and (ii) issuances of equity securities or securities
convertible, exchangeable or exercisable into or for equity securities (including debt securities with an equity component). If
Heritage exercises its rights with respect to all offerings, it will be able to maintain its percentage ownership interest in the
Company's common stock. The Participation Rights Agreement does not have an expiration date. Heritage is not required to
participate or exercise its right of participation with respect to any offerings. Heritage's right to participate does not apply to
certain offerings of securities that are not conducted to raise or obtain equity capital or cash such as stock issued as
consideration in a merger or consolidation, in connection with strategic partnerships or joint ventures, or for the acquisition of a
business, product, license, or other asset by the Company.
(18) EARNINGS PER SHARE
The following table reconciles the number of shares outstanding for fiscal 2019, 2018, and 2017 respectively, to the
number of weighted average basic shares outstanding and the number of weighted average diluted shares outstanding for the
purposes of calculating basic and diluted earnings per share:
(thousands, except per share data)
Net income
Less: income attributable to noncontrolling interest
Net income attributable to Heritage-Crystal Clean, Inc.
common stockholders
Weighted average basic shares outstanding
Dilutive shares for share–based compensation plans
Weighted average diluted shares outstanding
Net income per share: basic
Net income per share: diluted
For the Fiscal Years Ended,
December 28,
2019
December 29,
2018
December 30,
2017
$
$
$
$
8,749
$
15,038
$
28,410
386
310
287
8,363
$
14,728
$
28,123
23,160
238
23,398
23,026
308
23,334
22,662
260
22,922
0.36
0.36
$
$
0.64
0.63
$
$
1.24
1.23
(19) OTHER EXPENSE (INCOME) - NET
Other expense (income) - net of $13.5 million for fiscal 2019 primarily consists of an $11.0 million charge taken in the
fourth quarter of fiscal 2019 as a result of the settlement of a class action lawsuit to resolve claims made against us in litigation
pertaining to fuel surcharges (see "Legal Proceedings"). In addition, approximately $2.7 million of expense was related
primarily to costs and asset write-offs associated with site closure. Other expense - net of $1.6 million for fiscal 2018 primarily
consists of $1.0 million of site closure costs.
83
(20) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Fiscal 2019
Fiscal 2018
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter (a)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter (a)
(In thousands, except per share data)
STATEMENT OF
OPERATIONS DATA:
Revenues
Service revenues
Product revenues
Rental income
Total revenues
Operating expenses
Operating costs
Selling, general, and administrative
expenses
Depreciation and amortization
Other (income) expense - net
Operating (loss) income
Interest expense – net
$
56,366
$
57,936
$
57,220
$
78,969
$
54,137
$
60,014
$
58,054
$
78,057
35,858
3,548
41,302
5,762
41,964
5,657
52,149
7,696
95,772
$
105,000
$
104,841
$
138,814
82,483
$
78,849
$
80,117
$
108,154
29,010
40,289
41,620
49,002
—
—
—
—
$
$
83,147
$
100,303
68,386
$
76,272
$
$
99,674
$
127,059
76,045
$
102,462
$
$
12,396
4,136
(58)
(3,185)
230
11,042
11,241
4,061
1,514
9,534
219
3,980
1,021
8,482
180
15,545
6,072
11,013
(1,970)
240
11,022
3,643
389
(293)
245
11,522
10,641
14,529
3,659
341
8,509
240
3,776
253
8,959
256
5,079
623
4,366
310
(Loss) income before income taxes
$
(3,415) $
9,315
$
8,302
$
(2,210) $
(538) $
8,269
$
8,703
$
4,056
(Benefit of) provision for income
taxes
Net (loss) income
Less: income attributable to
noncontrolling interest
Net (loss) income attributable to
Heritage-Crystal Clean, Inc. common
stockholders
Net (loss) income per share: basic
Net (loss) income per share: diluted
Number of weighted average
shares outstanding: basic
Number of weighted average
shares outstanding: diluted
OTHER OPERATING DATA:
Average revenues per working day -
Environmental Services
(986)
(2,429)
83
2,151
7,164
108
2,246
6,056
(168)
(2,042)
87
108
(436)
(102)
18
2,149
6,120
121
$
$
$
(2,512) $
7,056
(0.11) $
(0.11) $
0.30
0.30
$
$
$
5,969
0.26
0.25
$
$
$
(2,150) $
(120) $
5,999
(0.09) $
(0.01) $
(0.09) $
(0.01) $
0.26
0.26
$
$
$
2,284
6,419
74
6,345
0.28
0.27
$
$
$
1,455
2,601
97
2,504
0.11
0.11
23,117
23,137
23,185
23,190
22,962
23,029
23,048
23,056
23,117
23,368
23,421
23,190
22,962
23,361
23,404
23,411
$
1,125
$
1,185
$
1,185
$
1,255
$
970
$
1,090
$
1,090
$
1,130
(a) Reflects a sixteen week quarter.
84
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Effectiveness of Controls and Procedures
The Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have concluded, based on their
evaluation as of the end of the period covered by this report, that the Company's disclosure controls and procedures (as defined
in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) are effective to ensure that information required to be
disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and
that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to
allow timely decisions regarding financial disclosures.
Changes in Internal Control over Financial Reporting
The Company's management, together with our CEO and CFO, evaluated the changes in our internal control over financial
reporting during the quarter ended December 28, 2019. There was no change in the Company's internal control over financial
reporting that occurred during the quarter ended December 28, 2019 that has materially affected or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
Management's Annual Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's management, with the participation of the
Company's CEO and CFO, has evaluated the effectiveness of the Company's internal control over financial reporting based on
the framework in Internal Control-Integrated Framework (2013 Framework) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, the Company's management has concluded that, as of
December 28, 2019, the Company's internal control over financial reporting was effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Grant Thornton LLP, an independent registered public accounting firm, has audited the Company's consolidated financial
statements and the effectiveness of internal control over financial reporting as of December 28, 2019 as stated in its reports
which are included in Item 8 of this Form 10-K.
ITEM 9B. OTHER INFORMATION
None.
85
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Certain information required by Item 401 of Regulation S-K will be included under the caption “Proposal 1 - Election of
Directors” and "Executive Compensation" in the 2020 Proxy Statement, and that information is incorporated by reference
herein. The information required by Item 405 of Regulation S-K will be included under the caption “Corporate Governance -
Delinquent Section 16(a) Reports” in the 2020 Proxy Statement, and that information is incorporated by reference herein.
The information required by Item 407(c)(3) of Regulation S-K will be included under the caption “Corporate Governance -
Director Selection Procedures,” and the information required under Items 407(d)(4) and (d)(5) of Regulation S-K will be
included under the caption “Corporate Governance - Committees of the Board of Directors - Audit Committee” in the 2020
Proxy Statement, and that information is incorporated by reference herein.
We have adopted a Code of Business Conduct and Ethics that applies to all our employees. This code of conduct is
available on our website at www.crystal-clean.com. Amendments to, or waivers from, the Code of Conduct is posted on our
website and provided to you without charge upon written request to Heritage-Crystal Clean, Inc., Attention: Chief Financial
Officer, 2175 Point Boulevard, Suite 375, Elgin, Illinois, 60123.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K will be included under the caption “Executive Compensation” in
the 2020 Proxy Statement, and that information is incorporated by reference herein.
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K will be included under the captions “Corporate
Governance - Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the
2020 Proxy Statement, and that information is incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by Item 403 of Regulation S-K will be included under the caption “Security Ownership” in the
2020 Proxy Statement, and that information is incorporated by reference herein.
Equity Compensation Plan Information
Plan category
Equity compensation plans approved by
security holders
Equity compensation plans not approved
by security holders
Total
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)
— $
n/a
— $
—
n/a
—
—
n/a
—
All remaining options were exercised during the first quarter of fiscal 2019.
86
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by Item 404 of Regulation S-K will be included under the caption “Certain Relationships and
Related Party Transactions” in the 2020 Proxy Statement, and that information is incorporated by reference herein.
The information required by Item 407(a) of Regulation S-K will be included under the caption “Corporate Governance -
Independence of Directors” in the 2020 Proxy Statement, and that information is incorporated by reference herein.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information concerning principal accounting fees and services and the information required by Item 14 will be
included under the caption “Fees Incurred for Services of Independent Registered Public Accounting Firm” and “Approval of
Services Provided by Independent Registered Public Accounting Firm” in the 2020 Proxy Statement, and that information is
incorporated by reference herein.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a)(1) Consolidated Financial Statements:
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets as of December 28, 2019 and December 29, 2018
Consolidated Statements of Income for the fiscal years ended December 28, 2019, December 29, 2018, and December 30,
2017
Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2019, December 29, 2018, and December
30, 2017
Consolidated Statements of Stockholders' Equity for the fiscal years ended December 28, 2019, December 29, 2018, and
December 30, 2017
Notes to Consolidated Financial Statements
(a)(2) Consolidated Financial Statement Schedules:
All schedules have been omitted because the required information is not significant or is included in the financial
statements or notes thereto or is not applicable.
(a)(3) Exhibits
See the Exhibit Index below for a list of the exhibits being filed or furnished with or incorporated by reference into this
annual report on Form 10-K.
Exhibit
No.
3.1
3.2
4.3***
10.2
10.3***
10.4
10.42*
10.7*
Exhibit Description
Certificate of Incorporation of Heritage-Crystal Clean, Inc., amended (Incorporated herein by reference to
Exhibit 3.1 of the Company's Annual Report on 10-K filed with the SEC on February 29, 2012).
By-Laws of Heritage-Crystal Clean, Inc. (Incorporated herein by reference to Exhibit 3.2 of Amendment No. 6
to the Company’s Registration Statement on Form S-1 (No. 333-1438640) filed with the SEC on February 25,
2008).
Description of Common Stock
First Amendment to 2017 Credit Agreement
Second Amendment to 2017 Credit Agreement
Form of Participation Rights Agreement between Heritage-Crystal Clean, Inc. and The Heritage Group
(Incorporated herein by reference to Exhibit 10.9 of Amendment No. 7 to the Company’s Registration
Statement on Form S-1 (No. 333-1438640) filed with the SEC on March 7, 2008).
Form of Restricted Stock Award under Omnibus Incentive Plan***
Heritage-Crystal Clean, Inc. Performance-Based Annual Incentive Plan (Incorporated herein by reference to
Exhibit 10.26 of Amendment No. 6 to the Company’s Registration Statement on Form S-1 (No. 333-1438640)
filed with the SEC on February 25, 2008).
87
10.8*
10.9*
10.10*
10.11*
10.13*
10.14*
10.15*
10.16*
10.17*
21.1
23.1
31.1
31.2
32.1
32.2
Heritage-Crystal Clean, Inc. Non-Qualified Deferred Compensation Plan (Incorporated herein by reference to
Exhibit 10.27 of Amendment No. 7 to the Company’s Registration Statement on Form S-1 (No. 333-1438640)
filed with the SEC on March 7, 2008).
Form of Option Grant Agreement under Omnibus Incentive Plan (Incorporated herein by reference to Exhibit
10.28 of Amendment No. 6 to the Company’s Registration Statement on Form S-1 (No. 333-1438640) filed
with the SEC on February 25, 2008).
Heritage-Crystal Clean, Inc. Employee Stock Purchase Plan (Incorporated herein by reference to Exhibit 10.29
of Amendment No. 7 to the Company’s Registration Statement on Form S-1 (No. 333-1438640) filed with the
SEC on March 7, 2008).
Form of Indemnity Agreement with Directors of the Company (Incorporated herein by reference to Exhibit
10.30 of Amendment No. 7 to the Company’s Registration Statement on Form S-1 (No. 333-1438640) filed
with the SEC on March 7, 2008).
Non-Competition and Non-Disclosure Agreement among BRS-HCC Investment Co., Inc., Bruckmann,
Rosser, Sherrill & Co. II, L.P., Bruckmann, Rosser, Sherrill & Co., Inc., Bruce C. Bruckmann and Heritage-
Crystal Clean, LLC dated February 24, 2004 (Incorporated herein by reference to Exhibit 10.35 of
Amendment No. 1 to the Company’s Registration Statement on Form S-1 (No. 333-1438640) filed with the
SEC on August 3, 2007).
Form of Restricted Stock Award Agreement (Incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2011).
Employment Agreement between Brian Recatto, and Heritage-Crystal Clean, Inc. (Incorporated herein by
reference to Exhibit 10.2 to the Company's Current Report on Form 8-K/A filed with the SEC on December 9,
2016).
Employment Agreement between Mark DeVita, and Heritage-Crystal Clean, Inc. (Incorporated herein by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 23,
2017).
Employment Agreement between Ellie Bruce, and Heritage-Crystal Clean, Inc. (Incorporated herein by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 3,
2017).
Subsidiaries of Heritage-Crystal Clean, Inc.***
Consent of Grant Thornton LLP, Independent Registered Public Accountants***
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002***
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002***
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002***
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002***
101.INS XBRL Instance Document***
101.SCH XBRL Taxonomy Extension Schema Document***
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document***
101.LAB XBRL Taxonomy Extension Label Linkbase Document***
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document***
101.DEF XBRL Taxonomy Extension Definition Linkbase Document***
*
***
Management or compensatory plan or arrangement
Included herein
88
SIGNATURES
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, thereunto duly authorized.
HERITAGE-CRYSTAL CLEAN, INC.
Date: March 2, 2020
By:
/s/ Brian Recatto
Brian Recatto
President, Chief Executive Officer, and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities indicated as of March 2, 2020.
Signature
Title
/s/ Brian Recatto
Brian Recatto
/s/ Mark DeVita
Mark DeVita
/s/ Fred Fehsenfeld, Jr.
Fred Fehsenfeld, Jr.
/s/ Bruce Bruckmann
Bruce Bruckmann
/s/ Carmine Falcone
Carmine Falcone
/s/ Charles E. Schalliol
Charles E. Schalliol
/s/ Robert W. Willmschen, Jr.
Robert W. Willmschen, Jr.
/s/ James Schumacher
Jim Schumacher
President, Chief Executive Officer and Director
(Principal Executive Officer of the Registrant)
Chief Financial Officer,
(Principal Financial Officer and Principal Accounting
Officer of the Registrant)
Director
Director
Director
Director
Director
Director
89
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CORPORATE INFORMATION
BOARD OF DIRECTORS
Fred Fehsenfeld, Jr.
Chairman of the Board
of Directors
Brian Recatto
Director, President and
Chief Executive Officer
Bruce Bruckmann
Director
Carmine Falcone
Director and Chair of
Nominating & Governance
Committee
Charles E. Schalliol
Director and Chair of
Compensation Committee
Jim Schumacher
Director
Robert W. Willmschen, Jr.
Director and Chair of
Audit Committee
OFFICERS AND
SENIOR MANAGEMENT
Brian Recatto
President and
Chief Executive Officer
Mark DeVita
Chief Financial Officer
Ellie Bruce
Vice President, Business
Management and Marketing
Craig Rose
Chief Information Officer
Glenn Casbourne
Vice President, Engineering
and Oil Re-Refinery Operations
David P. Chameli
Vice President, General
Counsel and Secretary
Anita Decina
Vice President, Environment,
Health & Safety
Ted Sinclair
Vice President, Oil Services
and Logistics
Dennis J. Wolff
Vice President, Branch Sales
and Hub Operations
Matthew Snyder
Corporate Controller
Edward Guglielmi
Vice President of Sales
and Service, Division 1
Todd Rohde
Vice President of Sales
and Service, Division 2
Matthew Munz
Vice President of Base
Oil Sales
Gary Farrar
Vice President of Oil Supply
and Distillate/Heavy Fuel
Management
Heritage-Crystal Clean, Inc.
2175 Point Boulevard, Suite 375
Elgin, Illinois 60123
www.crystal-clean.com
45 STATES 89 BRANCHES 1,392 EMPLOYEES
BRANCH LOCATIONS
RE-REFINERY
STATES SERVED
ONTARIO, CANADA SERVICE AREA
Branch LocationsRe-refineryStates ServedOntario, Canada Service AreaBranch LocationsRe-refineryStates ServedOntario, Canada Service Area