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Heritage-Crystal Clean, Inc. - Quarter Report: 2009 June (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
 
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 20, 2009
 
OR
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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
 
26-0351454
State or other jurisdiction of
 
(I.R.S. Employer
Incorporation
 
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

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 [   ]

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 [   ] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer
[   ]
 
Accelerated Filer   [   ]
 
 
Non-accelerated filer
[X]
 
Smaller reporting company   [   ]
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ] No [X]

Number of shares outstanding of registrant’s class of common stock as of July 17, 2009: 10,704,643
 
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Table of Contents

 
   
   
 
   

 
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PART I - FINANCIAL INFORMATION
 
ITEM 1.   FINANCIAL STATEMENTS
 


 
3

 
Heritage-Crystal Clean, Inc.
Consolidated Balance Sheets
(In Thousands, Except Share and Par Value Amounts)
(Unaudited)

   
June 20,
2009
   
January 3,
2009
 
ASSETS
           
             
Current Assets:
           
  Cash and cash equivalents
  $ 2,210     $ 327  
  Receivables:
               
     Trade, net of allowance for doubtful accounts of $390
               
     and $616 at June 20, 2009 and January 3, 2009, respectively
    12,760       14,040  
     Trade - affiliates
    201       331  
     Other
    76       245  
        Total receivables
    13,037       14,616  
  Income tax refund
          480  
  Inventory net
    9,737       10,609  
  Deferred tax assets
    826       942  
  Prepaid income taxes
    1,176       901  
  Prepaid and other current assets
    1,570       1,386  
Total Current Assets
    28,556       29,261  
  Property, plant and equipment:
               
     Leasehold improvements
    780       758  
     In-service equipment
    26,295       24,634  
     Machinery, vehicles, and equipment
    11,684       11,492  
     Construction in progress
    771       427  
      39,530       37,311  
     Less: accumulated depreciation
    (17,950 )     (16,433 )
        Net property, plant and equipment
    21,580       20,878  
  Software and intangible assets, net of accumulated amortization of
               
  $1,713 and $1,524 at June 20, 2009 and January 3, 2009, respectively
    2,913       1,877  
Total Assets
  $ 53,049     $ 52,016  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current Liabilities:
               
  Accounts payable
  $ 5,481     $ 5,227  
  Accounts payable affiliates
    178       534  
  Accrued salaries, wages, and benefits
    1,806       1,920  
  Taxes payable
    1,061       978  
  Accrued workers compensation
    645       526  
  Other accrued expenses
    714       876  
Total Current Liabilities
    9,885       10,061  
  Note payable bank
          20  
  Deferred tax liabilities
    618       379  
Total Liabilities
    10,503       10,460  
                 
Commitments and contingencies
               
                 
STOCKHOLDERS' EQUITY:
               
                 
Common stock 15,000,000 shares authorized at $0.01 par value,
               
10,700,080 and 10,680,609 shares issued and outstanding at June 20, 2009 and
               
January 3, 2009, respectively
    107       107  
Additional paidin capital
    42,931       42,643  
Accumulated deficit
    (492 )     (1,194 )
Total Stockholders' Equity
    42,546       41,556  
Total Liabilities and Stockholders' Equity
  $ 53,049     $ 52,016  

 
4

 
Heritage-Crystal Clean, Inc.
Consolidated Statements of Operations
(In Thousands, Except per Share Amounts)
(Unaudited)


   
Second Quarter Ended,
   
First Half Ended,
 
   
June 20, 2009
   
June 14, 2008
   
June 20, 2009
   
June 14, 2008
 
                         
Sales
  $ 22,401     $ 24,838     $ 46,157     $ 47,835  
Cost of sales
    5,239       5,630       12,736       11,916  
      Gross profit
    17,162       19,208       33,421       35,919  
Operating costs
    12,094       12,601       24,333       24,117  
Selling, general, and administrative expenses
    3,979       4,131       7,831       10,763  
     Operating income
    1,089       2,476       1,257       1,039  
Interest expense – net
          19             371  
Loss on retirement of fixed assets – net
    59             59        
Income before income taxes
    1,030       2,457       1,198       668  
Provision for income taxes
    428       1,047       496       2,027  
Net income (loss)
    602       1,410       702       (1,359 )
Preferred return
                      339  
Net income (loss) available to common stockholders
  $ 602     $ 1,410     $ 702     $ (1,698 )
                                 
Net income (loss) per share available to common stockholders: basic
  $ 0.06     $ 0.13     $ 0.07     $ (0.19 )
Net income (loss) per share available to common stockholders: diluted
  $ 0.06     $ 0.13     $ 0.07     $ (0.19 )
                                 
Number of weighted average common shares outstanding: basic
    10,695       10,675       10,692       9,148  
Number of weighted average common shares outstanding: diluted
    10,772       10,927       10,769       9,148  

 
5

 
 Heritage-Crystal Clean, Inc.
Consolidated Statement of Stockholders’ Equity
(In Thousands, Except Share Amounts)
(Unaudited)


         
Par
                   
         
Value
   
Paidin
   
Accumulated
       
   
Shares
   
Common
   
Capital
   
Deficit
   
Total
 
Balance, January 3, 2009
    10,680,609     $ 107     $ 42,643     $ (1,194 )   $ 41,556  
                                         
  Net income
                      702       702  
  Issuance of common stock
    19,471             106             106  
  Sharebased compensation
                182             182  
                                         
Balance, June 20, 2009
    10,700,080     $ 107     $ 42,931     $ (492 )   $ 42,546  

 
6

 
Heritage-Crystal Clean, Inc.
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)

   
First Half Ended,
 
   
June 20, 2009
   
June 14, 2008
 
 
Cash Flows from Operating Activities:
           
Net income (loss)
  $ 702     $ (1,359 )
Adjustments to reconcile net income to net cash provided by operating activities:
               
 Depreciation and amortization
    1,806       1,597  
 Bad debt provision
    387       379  
 Sharebased compensation
    182       3,262  
 Deferred rent
    47        
 Deferred tax expense
    355       884  
Changes in operating assets and liabilities:
               
     Decrease (increase) in accounts receivable
    1,193       (1,745 )
     Decrease (increase) in income tax refunds
    480        
     Decrease (increase) in inventory
    872       (2,979 )
     Decrease (increase) in prepaid and other current assets
    (459 )     (142 )
     Increase (decrease) in accounts payable
    (100 )     (521 )
     Increase (decrease) in accrued expenses
    (121 )     1,014  
Cash provided by operating activities
    5,344       390  
                 
Cash flows from Investing Activities:
               
 Capital expenditures
    (2,322 )     (2,279 )
 Software and intangible asset costs
    (1,225 )     (302 )
Cash used in investing activities
    (3,547 )     (2,581 )
                 
Cash flows from Financing Activities:
               
 Proceeds from issuance of common stock, net of offering costs
    106       34,251  
 Proceeds from note payable bank
          23,775  
 Repayments of note payable bank
    (20 )     (44,115 )
 Distributions to preferred members
          (11,765 )
Cash provided by financing activities
    86       2,146  
Net increase (decrease) in cash and cash equivalents
    1,883       (45 )
 Cash and cash equivalents, beginning of period
    327       479  
Cash and cash equivalents, end of period
  $ 2,210     $ 434  
                 
Supplemental disclosure of cash flow information:
               
  Cash paid for interest
  $     $ 500  
  Income taxes paid
    234       56  
Supplemental disclosure of noncash information:
               
  Payables for construction in process
    81       51  
  Payables for offering costs
          134  

 
7

 
HERITAGE-CRYSTAL CLEAN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 20, 2009
(Unaudited)

(1)    ORGANIZATION AND NATURE OF OPERATIONS

Heritage-Crystal Clean, Inc., a Delaware corporation, and its subsidiary (the “Company”), provides parts cleaning, hazardous and non-hazardous waste services to small and mid-sized customers in both the manufacturing and automotive service sectors.  Our service programs include parts cleaning, containerized waste management, used oil collection, and vacuum truck services. Currently, the Company’s locations are in the United States and no international business is conducted.

On March 12, 2008, the Company raised net proceeds of $33.2 million in an initial public offering and a direct placement (the “offerings”). Concurrently, the Company paid preferred members an accrued return through March 11, 2008 of $10.9 million as part of a reorganization, in which, prior to the consummation of the offerings, the members of Heritage-Crystal Clean, LLC and the former stockholders of BRS-HCC Investment Co., Inc. became stockholders of Heritage-Crystal Clean, Inc. (the “reorganization”).

Prior to the completion of the reorganization, the Company filed an amendment to its certificate of incorporation with the Delaware Secretary of State, increasing its authorized capital to 15,000,000 shares of common stock at a par value of $0.01 per share and 500,000 shares of undesignated preferred stock. None of the undesignated preferred stock is currently outstanding.

(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

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 unaudited interim financial statements included herein have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements for the fiscal year ended January 3, 2009 included in the Company’s Annual Report on Form 10-K for fiscal year 2008 filed with the United States Securities and Exchange Commission on March 30, 2009.

The Company’s fiscal year ends on the Saturday closest to December 31. The most recent fiscal year ended on January 3, 2009. Our convention with respect to reporting periodic financial data is such that each of our first three fiscal quarters consist of twelve weeks while our last fiscal quarter consists of sixteen or seventeen weeks. Interim results are presented for the twelve week periods and twenty-four week periods ended June 20, 2009 and June 14, 2008, each referred to as “second quarter ended” or “second fiscal quarter” and “first half ended”, respectively.

The Company presents its consolidated financial statements as one reportable segment.  The determination of a single reportable segment was made under SFAS 131, Disclosures about Segments of an Enterprise and Related Information as the Company's business operations have similar economic characteristics and offer the same services to the same type customers.
 
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Reclassifications

Certain amounts reported in prior years have been reclassified from what was previously reported to conform to the current period’s presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 sales and expenses during the reporting period. Significant items subject to such estimates and assumptions are the allowance for doubtful accounts and valuation of inventory at lower of cost or market. Actual results could differ from those estimates.

Stock-Based Compensation
 
The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

The Company recognized compensation expense based on estimated grant date fair value. See note 7 for more details.

The Company values restricted stock as of the closing stock price on the grant date and then amortizes the expense on a straight-line basis in accordance with FASB Statement No. 123(R), Share-Based Payment over the remaining vesting period of the awards.

New Accounting Pronouncements

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles (SFAS No. 168). SFAS No. 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect the adoption of SFAS 168 to have a material effect on our consolidated financial statements.

Subsequent Events

Effective this quarter, the Company implemented Statement of Financial Accounting Standards No. 165, Subsequent Events (SFAS 165). This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of SFAS 165 did not impact the Company’s financial position or results of operations. The Company evaluated all events or transactions that occurred after June 20, 2009 up through July 31, 2009, the date the Company issued these financial statements. On June 29, 2009, the Company acquired for $3.5 million the industrial real estate and equipment that the Company had been occupying as a tenant in Indianapolis. The Indianapolis property is the site of the Company’s solvent recycling facility and is one of the Company’s hubs. The Company is not aware of any subsequent events that would require an adjustment to the financial statements.
 
9

 
(3)    INVENTORY

The net carrying value of inventory consisted of the following (in thousands):

   
June 20, 2009
   
January 3, 2009
 
Machines
  $ 2,459     $ 2,531  
Solvents
    4,951       5,725  
Drums
    1,199       1,233  
Accessories
    1,128       1,120  
Total inventory net
  $ 9,737     $ 10,609  
 
Inventory consists primarily of new and used solvents, including used oil, new and refurbished parts cleaning machines, accessories, and repair parts. Inventories are valued at the lower of first-in, first-out (FIFO) cost or market, net of any reserves for excess, obsolete or unsalable inventory. The excess inventory reserve netted in inventory at the end of June 20, 2009 and January 3, 2009 was $0.6 million and $0.9 million, respectively. 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.

(4)    NOTE PAYABLE

The Company has a bank credit facility that provides for borrowings of up to $25.0 million. The maturity date of the credit facility is December 31, 2010. As of June 20, 2009, the Company did not have any amounts outstanding under the credit facility and at January 3, 2009, had $20,000 outstanding under the credit facility. Under the terms of the credit facility, interest is payable monthly at the prime rate, unless the total leverage ratio is greater than or equal to 2.75 to 1. The weighted average effective interest rate for amounts outstanding was 3.25% and 6.58% at June 20, 2009 and January 3, 2009, respectively. Amounts borrowed under the credit facility are secured by a security interest in substantially all of the Company’s tangible and intangible assets. As of June 20, 2009 and January 3, 2009, the Company was in compliance with all covenants under the credit facility. As of June 20, 2009 and January 3, 2009, $25.0 million and approximately $24.9 million were available for borrowing under the bank credit facility, respectively.

(5)    COMMITMENTS AND CONTINGENCIES

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.  The Company believes that it carries appropriate levels of insurance given its history, and when claims are asserted, the Company evaluates the probable exposure and accrues for insurance deductibles.  

(6)    INCOME TAXES
 
The income tax expense for the second fiscal quarter of 2009 was based on an estimated effective tax rate of 41.6% for the year. The effective tax rate decreased in the second fiscal quarter of 2009 as compared to the second fiscal quarter of 2008 primarily due to a lower expected blended state income tax rate.

In March 2008, in connection with the reorganization and the Company converting from a limited liability company to a ‘C’ corporation, the Company was previously not subject to federal or state corporate income taxes and as such had not incurred any historical taxes. In March 2008, the Company established beginning balances in the Company’s deferred tax assets and liabilities in accordance with SFAS No. 109, Accounting for Income Taxes and as a result, recorded a one-time charge to earnings of $2.2 million. Also, the Company recorded a one-time deferred tax asset due to the change in tax status of $2.3 million in March 2008.

For comparison purposes, the Company has presented pro forma net loss, which reflects income taxes assuming the Company had been a ‘C’ corporation since the time of its formation and assuming tax rates equal to the rates that
 
10

 
would have been in effect had the Company been required to report tax expense in such years. See note 9 for more details.

The Company has not provided any valuation allowance as it believes the realization of its deferred tax assets is more likely than not based on the expectation of future taxable income.

  (7)    SHARE-BASED COMPENSATION

The aggregate number of shares of common stock which may be issued under the Company’s Omnibus Incentive Plan of 2008 is 1,902,077 plus any common stock that becomes available for issuance pursuant to the reusage provision of the Plan. As of June 20, 2009, 986,689 shares are available for issuance under the Plan.
 
Stock Option Awards

A summary of stock option activity under this Plan is as follows:
 
               
Weighted Average
   
Aggregate
 
   
Number of
         
Remaining
   
Intrinsic Value
 
   
Options
   
Weighted Average
   
Contractual Term
   
as of 06/20/09
 
Stock Options
 
Outstanding
   
Exercise Price
   
(in years)
   
(in thousands)
 
                         
Outstanding at January 3, 2009
    732,045     $ 11.50       9.20     $ 73  
                                 
  Granted - March 2009
    157,609     $ 7.33                  
  Exercised
                             
Options outstanding at June 20, 2009
    889,654     $ 10.76       8.93       460  
                                 
Unvested stock options
    157,609     $ 7.33       9.77       460  
                                 
Vested stock options
    732,045     $ 11.50       8.74        
Options exercisable at June 20,  2009
    732,045     $ 11.50       8.74        

The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair values of these stock options were $3.24 and $3.90 per option, respectively which were calculated using the following assumptions at the time of the grant:

 
   
$3.24 per option
granted in
March 2009
 
$3.90 per option
granted in
March 2008
         
Expected volatility
    41.6%     33.2%
Riskfree interest rate
    2.4%     2.8%
Dividend yield
       
Expected life
    6.25 years     5 years
Contractual life
    10 years     10 years

As a result of the vested and exercisable stock options listed above, the Company incurred $2.9 million ($1.7 million net of tax) of non-cash share-based compensation expense in the first fiscal quarter of 2008. These options became fully vested on their grant date at the time of the Company’s initial public offering. The stock options issued on March 25, 2009, have a graded vesting schedule over four years and vest 25% per year beginning on the first anniversary following the grant date. At June 20, 2009, there was approximately $0.5 million of unrecognized compensation expense related to these awards which will be recorded through 2013.
 
11

 
Performance Restricted Stock Awards

In February 2007, the Company granted to certain key employees in the oil and vacuum business 120 common units that subsequently converted to 60,000 restricted common shares in connection with the Company’s initial public offering in March 2008. These restricted shares are subject to forfeiture if certain performance goals are not achieved by fiscal year end 2011. As of June 20, 2009, the Company believes that the performance criteria will be met and has recorded $0.3 million of expense for these restricted shares since February 2007. At June 20, 2009, there was approximately $0.4 million of unrecognized compensation expense related to these awards which will be recorded through 2011, so long as it remains probable that the performance criteria will be achieved.

Restricted Stock Compensation/Awards

In May 2009, the Company granted 16,662 restricted shares to its Board of Directors in which the shares become fully vested after one year of service from their grant date. The fair value of each restricted stock grant is based on the closing price of the Company's stock on the date of grant and the expense is amortized over its vesting period. At June 20, 2009, there was $0.1 million of unrecognized compensation expense related to these awards which will be recorded through the second fiscal quarter of 2010.

Employee Stock Purchase Plan

As of June 20, 2009, the Company had a remaining reserve of 84,382 shares of common stock available for purchase under the Employee Stock Purchase Plan of 2008 (the “Plan”). Employees purchased 6,002 shares of the Company’s common stock in the second fiscal quarter of 2009 and the weighted average per share fair values of the purchase rights granted under the Plan during the second fiscal quarter of 2009 was $8.68 per share.
 
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(8)    EARNINGS (LOSS) PER SHARE

Basic net income (loss) per common share is computed by dividing net income (loss) available for common shareholders by the weighted average number of common shares outstanding for the period in accordance with FASB Statement No. 128, Earnings per Share. Diluted net income (loss) per common share is computed by dividing the sum of net income (loss) available for common shareholders by the sum of the weighted average number of common shares outstanding and any dilutive potential common equivalents for the period.

The following table reconciles the number of common shares outstanding for the second fiscal quarters and first halves ended June 20, 2009 and June 14, 2008, respectively, to the number of weighted average basic common shares outstanding and the number of weighted average diluted common shares outstanding for the purposes of calculating basic and diluted earnings per common share. The table also provides the number of shares of common stock potentially issuable and the number of potentially issuable shares excluded from the diluted earnings per share computation for each period (in thousands, except per share data):

   
Second Quarter Ended,
   
First Half Ended,
 
   
June 20, 2009
   
June 14, 2008
   
June 20, 2009
   
June 14, 2008
 
                         
Net income (loss) available to common
stockholders
  $ 602     $ 1,410     $ 702     $ (1,698 )
                                 
Number of common shares outstanding at
quarter end
    10,700       10,675       10,700       10,675  
 Effect of using weighted average common
shares outstanding
    (5 )           (8 )     (1,527 )
 Weighted average basic common shares
outstanding
    10,695       10,675       10,692       9,148  
 Dilutive shares for share-based compensation
plans
    77       252       77        
Weighted average diluted common shares
outstanding
    10,772       10,927       10,769       9,148  
                                 
Potentially issuable shares
    967       801       967       801  
Number of antidilutive potentially issuable
shares excluded from diluted common shares
outstanding
    890             890       801  
                                 
Net income (loss) per share available to
common stockholders: basic
  $ 0.06     $ 0.13     $ 0.07     $ (0.19 )
Net income (loss) per share available to
common stockholders: diluted
  $ 0.06     $ 0.13     $ 0.07     $ (0.19 )

For the second fiscal quarter of 2009 and the first half ended 2009, the Company has excluded the effects of stock options as their inclusion would have had an anti-dilutive effect on earnings per share. For the first half ended 2008, the Company has excluded the effects of stock options, restricted performance stock awards, and restricted stock compensation shares as their inclusion would have had an anti-dilutive effect on loss per share.
 
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(9)    PRO FORMA ADJUSTMENTS

For comparison purposes, the Company has presented pro forma net loss for the first half ended June 14, 2008. This reflects income taxes assuming the Company had been a ‘C’ corporation since the time of our formation and assuming tax rates equal to the rates that would have been in effect had the Company been required to report tax expense in such years. A one-time charge to earnings of $2.2 million was recorded in the first fiscal quarter of 2008 reflecting the net deferred tax assets and deferred tax liabilities at the time of the reorganization of the LLC to a ‘C’ corporation. Also, the Company recorded a one-time deferred tax asset due to the change in tax status of $2.3 million in March 2008 (see note 6 for more details).

The following table reconciles the components of net loss available to common stockholders both for basic and diluted loss per common share (in thousands, except per share data):


   
First Half Ended,
 
   
June 14, 2008
 
       
Net loss available to common stockholders
  $ (1,698 )
         
Number of weighted average common shares outstanding: basic
    9,148  
 Dilutive shares for sharebased compensation plans
     
Number of weighted average common shares outstanding: diluted
    9,148  
         
Net loss per share available to common stockholders: basic
  $ (0.19 )
Net loss per share available to common stockholders: diluted
  $ (0.19 )
         
Pro forma data:
       
Net loss
  $ (1,359 )
Pro forma provision for income taxes
    497  
Return on preferred and mandatorily redeemable capital units
    372  
Pro forma net loss available to common stockholders
  $ (2,228 )
         
Pro forma net loss per share: basic
  $ (0.24 )
Pro forma net loss per share: diluted
  $ (0.24 )
         

 
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ITEM 2. 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 filed with the SEC on March 30, 2009. 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 “Risk Factors” and elsewhere in our Annual Report on Form 10-K for fiscal 2008 filed with the SEC on March 30, 2009.  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.  Interim results are presented for the twelve week periods and twenty-four week periods ended June 20, 2009 and June 14, 2008, each referred to as “second quarter ended” or “second fiscal quarter” and “first half ended”, respectively

In addition to historical information, this quarterly report contains forward-looking statements and are based on current management expectations 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. Forward-looking statements speak only as of the date of this quarterly report. Except as required under federal securities laws and the rules and regulations of the SEC, we do not have any intention, and do not undertake, to update any forward-looking statements to reflect events or circumstances arising after the date of this quarterly report, whether as a result of new information, future events or otherwise. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this quarterly 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.

Overview

We are a leading provider of industrial and hazardous waste services to small and mid-sized customers who are engaged in vehicle maintenance or manufacturing activities. We offer a broad range of services desired by these customers including parts cleaning solvent management, and the removal and management of a variety of regulated wastes. We operate from a network of 58 branch facilities providing service to customers in 38 states.

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.

Management believes that there have been no significant changes during the first half of 2009 to the items that we disclosed as our critical accounting policies and estimates in the section entitled Management’s Discussion and
 
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Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended January 3, 2009 filed with the United States Securities and Exchange Commission on March 30, 2009.

New Accounting Pronouncements

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles (SFAS No. 168). SFAS No. 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect the adoption of SFAS 168 to have a material effect on our consolidated financial statements.

Effective this quarter, we implemented Statement of Financial Accounting Standards No. 165, Subsequent Events (SFAS 165). This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of SFAS 165 did not impact our financial position or results of operations. We evaluated all events or transactions that occurred after June 20, 2009 up through July 31, 2009, the date we issued these financial statements. On June 29, 2009, we acquired for $3.5 million the industrial real estate and equipment that we had been occupying as a tenant in Indianapolis. The Indianapolis property is the site of our solvent recycling facility and our largest hub. We are not aware of any subsequent events that would require an adjustment to the financial statements.
 
RESULTS OF OPERATIONS

   
Second Quarter Ended,
   
First Half Ended,
 
   
June 20,
2009
   
%
   
June 14,
2008
   
%
   
June 20,
2009
   
%
   
June 14,
2008
   
%
 
                                                 
Sales
  $ 22,401       100.0%     $ 24,838       100.0%     $ 46,157       100.0%     $ 47,835       100.0%  
Cost of sales
    5,239       23.4%       5,630       22.7%       12,736       27.6%       11,916       24.9%  
           Gross profit
    17,162       76.6%       19,208       77.3%       33,421       72.4%       35,919       75.1%  
Operating costs
    12,094       54.0%       12,601       50.7%       24,333       52.7%       24,117       50.4%  
Selling, general, and
administrative expenses
    3,979       17.8%       4,131       16.6%       7,831       17.0%       10,763       22.5%  
          Operating income
    1,089       4.9%       2,476       10.0%       1,257       0.0%       1,039       2.2%  
Interest expense – net
          0.0%       19       0.1%             0.0%       371       0.8%  
Loss on retirement of fixed assets
    59                             59                        
Income before income taxes
    1,030       4.6%       2,457       9.9%       1,198       2.6%       668       1.4%  
Provision for income taxes
    428       1.9%       1,047       4.2%       496       1.1%       2,027       4.2%  
Net income (loss)
    602       2.7%       1,410       5.7%       702       1.5%       (1,359 )     (2.8)%  
Preferred return
          0.0%             0.0%             0.0%       339       0.7%  
Net income (loss) available to
common stockholders
  $ 602       2.7%     $ 1,410       5.7%     $ 702       1.5%     $ (1,698 )     (3.5)%  

Second Quarter & First Half Ended June 20, 2009 (“second fiscal quarter of 2009” & “first half of 2009”) compared to Second Quarter & First Half Ended June 14, 2008 (“second fiscal quarter of 2008” & “first half of 2008”)

Sales

For the second fiscal quarter of 2009, sales decreased $2.4 million, or 9.7%, to $22.4 million from $24.8 million for the second fiscal quarter of 2008. For the first half of 2009, sales decreased $1.6 million, or 3.3%, to $46.2 million from $47.8 million for the first half of 2008. The lagged effect of the U.S. recession has caused many of our customers to produce less waste and to delay deferrable services to a greater degree than we have seen in the past, and thus diminishing our sales growth. We continue to gain net new customers and we believe that so long as we are

 
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doing this, we will be in a strong position to resume our growth when the economy recovers. In the second fiscal quarter of 2009, the rate of sales decline from the previous period has flattened when compared to  the first fiscal quarter of 2009 rate; however, we feel that there is insufficient data to conclude that sales will not decline further.

At the end of the second fiscal quarter of 2009, we were operating 58 branch locations compared with 54 at the end of the second fiscal quarter of 2008. There were 54 branches that were in operation during both the second fiscal quarter of 2009 and second fiscal quarter of 2008, which experienced a decline in same-branch sales of $2.8 million, or 11.2%. Excluding the 4 branches in this group that gave up customers to new branch openings, the remaining 50 branches experienced a decline in same-branch sales of $2.2 million, or 9.8%. On a year-to-date basis, same-branch sales declined $2.4 million, or 5.1% for these same 54 branches. Excluding the 4 branches in this group that gave up customers to new branch openings, the remaining 50 branches experienced a decline in same-branch sales of $1.5 million, or 3.4%.

Cost of sales

For the second fiscal quarter of 2009, total cost of sales decreased $0.4 million, or 7.1%, to $5.2 million from $5.6 million for the second fiscal quarter of 2008. The decrease in cost of sales reflects the decline in sales. However, as a percentage-of-sales, cost of sales has increased. The FIFO inventory benefit in the second fiscal quarter of 2009 was not as high as it was in the second fiscal quarter of 2008, as the margin between selling price and inventory value was substantially greater in second fiscal quarter of 2008 due to higher crude oil prices.

For the first half of 2009, total cost of sales increased $0.8 million, or 6.7%, to $12.7 million from $11.9 million for the first half of 2008. Although our cost structure has returned to normal levels seen prior to 2008, we recorded costs of approximately $1.0 million during the first half of 2009 that were related to the declining crude oil prices. These costs reflected the lower of cost or market revaluation of our solvent held at our locations for use in our service programs. Additionally, we have not received the same FIFO inventory benefit in first half of 2009 as we did in first half of 2008 while we sold reuse products at prices far in excess of their carrying value.

Operating costs

For the second fiscal quarter of 2009, operating costs decreased $0.5 million, or 4.0%, to $12.1 million from $12.6 million for the second fiscal quarter of 2008. Although certain cost cutting measures were taken in the second fiscal quarter of 2009, we continue to have fixed operating costs, including branch labor, collection truck and facility costs that are associated with new branches opened early in the year. Diesel fuel decreased along with the reduction in energy prices in the second fiscal quarter of 2009 compared to the second fiscal quarter of 2008.

For the first half of 2009, operating costs increased $0.2 million, or 0.8%, to $24.3 million from $24.1 million for the first half of 2008. Branch labor, collection truck and facility costs increased as additional branches were established. Diesel fuel decreased in total as well as a percentage-of-sales as energy prices were lower in the first half of 2009 as compared to the first half of 2008.

Selling, general & administrative expenses

For the second fiscal quarter of 2009, selling, general and administrative expenses decreased $0.1 million, or 2.4%, to $4.0 million from $4.1 million for the second fiscal quarter of 2008. The decline was due to the reduction in the allocated bonuses related to the Management Incentive Plan “MIP” which is based on the profitability of operations.

For the first half of 2009, selling, general and administrative expenses decreased $2.9 million, or 27.1%, to $7.8 million from $10.7 million for the first half of 2008. The decrease was due to $3.2 million of expense for employee stock options which were granted at the time of our initial public offering in March 2008 and vested immediately along with the vesting of certain Key Employee Membership Interest Trust “KEMIT” units in the first half of 2008.  Additionally, in the first half of 2009, the allocation of the MIP bonuses was reduced because of its alignment with

 
17

 
the profitability of operations. This was offset by the fact that in the first half of 2009, we incurred six months of public company costs compared to only three months in the first half of 2008.

Interest expense net

For the second fiscal quarter of 2009, interest expense was zero compared a minimal amount in the second quarter of fiscal 2008, due to no debt outstanding.

For the first half of 2009, interest expense decreased $0.4 million, or 100.0%, to zero from $0.4 million for the first half of 2008. The decrease was due to the reduction in our total debt outstanding in connection with our initial public offering in March 2008.

Provision for income taxes

For the second fiscal quarter of 2009, provision for income taxes decreased $0.6 million, or 60.0%, to $0.4 million from $1.0 million in the second quarter of fiscal 2008, which was a result of a decline in our taxable income. The income tax expense for the second fiscal quarter was based on an estimated effective tax rate of 41.6% for the year. The effective tax rate decreased in the second fiscal quarter of 2009 as compared to the second fiscal quarter of 2008 primarily due to a lower expected blended state income tax rate.

For the first half of 2009, the provision for income taxes decreased $1.5 million, or 75.0%, to $0.5 million from $2.0 million for the first half of 2008. In connection with our initial public offering in March 2008, we changed our parent company legal structure from a limited liability company to a ‘C’ corporation. As a limited liability company, we were not subject to federal or state corporate income taxes and as such had not incurred any historical taxes. For comparison purposes, we have presented pro forma net loss, which reflects income taxes assuming we had been a corporation since the time of our formation and assuming tax rates equal to the rates that would have been in effect had we been required to report tax expense in such years (see note 9 in the Notes to the Financial Statements for more details). A one-time charge to earnings of $2.2 million was recorded in the first quarter of fiscal 2008 reflecting the net deferred tax assets and deferred tax liabilities at the time of the reorganization of the LLC to a ‘C’ corporation. We also recorded a one-time deferred tax asset due to the change in tax status of $2.3 million in March 2008.

FINANCIAL CONDITION

Liquidity and Capital Resources

Cash and Cash Equivalents

As of June 20, 2009 and January 3, 2009, cash and cash equivalents were $2.2 million and $0.3 million, respectively. Our primary sources of liquidity are cash flows from operations and funds available to borrow under our bank credit facility.

Our secured bank credit facility provides for borrowings of up to $25.0 million and matures on December 31, 2010. Under the terms of the credit facility, interest is payable monthly at the prime rate, unless the total leverage ratio is greater than or equal to 2.75 to 1. The weighted average effective interest rate for amounts outstanding was 3.25% and 6.58% at June 20, 2009 and January 3, 2009, respectively. Amounts borrowed under the credit facility are secured by a security interest in substantially all of our tangible and intangible assets. As of June 20, 2009 and January 3, 2009, we were in compliance with all covenants under the credit facility.  As of June 20, 2009, we did not have any amounts outstanding under the credit facility and therefore had $25.0 million of borrowing availability under our bank credit facility and as of January 3, 2009, approximately $24.9 million was available for borrowing under the bank credit facility.
 
We believe that our existing cash, cash equivalents and available borrowings will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. We cannot assure
 
18

 
you that this will be the case or that our assumptions regarding sales and expenses underlying this belief will be accurate, especially given the current recession. Because some of our services generally lag trends in the general economy, our sales results do not fully reflect the impact of the U.S. recession on our business. While we recently have noticed a flattening in our sales decline, we cannot conclude that our sales will not decline further. A further decline could adversely impact our liquidity.  If in the future, we may 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 tightening 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.

   
First Half Ended,
 
   
(Dollars in thousands)
 
   
June 20, 2009
   
June 14, 2008
 
Net cash provided by (used in):
           
  Operating activities
  $ 5,344     $ 390  
  Investing activities
    (3,547 )     (2,581 )
  Financing activities
    86       2,146  
Net increase (decrease) in cash and cash equivalents
  $ 1,883     $ (45 )

The most significant items affecting the comparison of our operating activities for the first half of 2009 and the first half of 2008 are summarized below:

 
• 
Inventory — The significant decline in inventory positively affected cash flows from operations by $3.9 million compared to the first half of 2008. The change reflects the declining value of our inventories due to the decline in crude oil prices from the highs of mid-year 2008.
 
 
• 
Accounts Receivable — The decline of accounts receivable provided an improvement of $2.9 million in cash flows from operations compared to the first half of 2008. During the first half of 2009 we saw a reduction of our accounts receivable as receipts were higher than sales due to stronger collection efforts.
 
 
• 
Accrued Expenses — The decline in accrued expenses of $1.0 million was mostly due to the reduction in accrued income taxes payable in 2009 because of our lower taxable income.
 

  Net Cash Used in Investing Activities — The most significant items affecting the comparison of our investing activities for the periods presented are summarized below:
 
 
• 
Capital expenditures — We used $3.5 million during the first half of 2009 for capital expenditures, compared with $2.6 million in first half of 2008. Capital expenditures in 2009 were mostly flat in our core business. During the first half of 2009, approximately $1.7 million of the capital expenditures were for purchases of parts cleaning machines compared to $1.6 million in the first half of 2008.
 
The remaining $1.8 million in the first half of 2009 was for other items including office equipment, leasehold improvements, software and intangible assets, compared to $1.0 million in the first half of 2008.
 
 
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 Net Cash Used in Financing Activities — The most significant items affecting the comparison of our financing activities for the periods presented are summarized below:
 
 
• 
Proceeds from issuance of common stock — In March 2008, we raised net proceeds of $33.2 million from an initial public offering and concurrent direct placement. These net proceeds include offering costs of $0.9 million paid prior to fiscal year end 2007 and include approximately $1.0 million of offering costs paid subsequent the initial public offering. The proceeds were used to reduce borrowings under our credit facility which included $10.9 million borrowed in March 2008 used to pay preferred members for an accrued return on preferred units as part of the reorganization. In the first half of 2009 we had no such event.
 


 
20

 

ITEM 3. 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. As we had no debt outstanding for the majority of the first half of 2009, our weighted average borrowings under our bank credit facility during the first half of 2009 was negligible. The annual effective interest rate for the first half of 2009 was 3.25%. We currently do not hedge against interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer 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 Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding financial disclosures. There was no change in the Company's internal control over financial reporting that occurred during the second fiscal quarter of 2009 that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 
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PART II - OTHER INFORMATION
 
ITEM 6. EXHIBITS

31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
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
     
32.2
 
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

 
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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: July 31, 2009
By:
/s/ Gregory Ray
   
Gregory Ray
   
Chief Financial Officer, Vice President, Business Management and Secretary

 
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