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Form 8-K STERICYCLE INC For: Apr 28

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April 28, 2016 4:14 PM EDT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2016

 

 

 

Stericycle, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

 

1-37556

 

36-3640402

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

28161 North Keith Drive

Lake Forest, Illinois 60045

(Address of principal executive offices including zip code)

(847) 367-5910

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425)

o    Soliciting material pursuant to Rule 425 under the Securities Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 2.02    Results of Operations and Financial Condition

On April 28, 2016 Stericycle, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2016. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference.

Item 9.01    Financial Statements and Exhibits

(d)

Exhibits

99.1

Press release issued by Stericycle, Inc. dated April 28, 2016.

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.

 

 

 

 

 

 

 Dated: April 28, 2016

 

Stericycle, Inc.

 

 

 

 

By:

/s/ DANIEL V. GINNETTI

 

 

 

 

 

Daniel V. Ginnetti

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

Exhibit Number

Description

99.1

Press Release issued by Stericycle, Inc. dated April 28, 2016.

 

 

EXHIBIT 99.1

FOR FURTHER INFORMATION CONTACT:

Investor Relations 847-607-2012

Conference call to be held April 28, 2016 4:00 p.m. Central time – Dial 866-516-6872 at least 5 minutes before start time. If you are unable to participate on the call, a replay will be available through May 28th by dialing 855-859-2056, access code 21514993. To hear a live simulcast of the call or access the audio archive, visit the investor relations page on www.stericycle.com.

STERICYCLE, INC. REPORTS RESULTS

FOR THE FIRST QUARTER OF 2016

Lake Forest, Illinois, April 28, 2016—Stericycle, Inc. (NASDAQ: SRCL), today reported financial results for the first quarter of 2016.

Revenues for the quarter ended March 31, 2016 were $874.2 million, up 31.8% from $663.3 million in the first quarter of last year. Acquisitions contributed approximately $194.5 million to the current period’s growth in revenues.  Revenues increased 35.4% compared to the prior period when adjusted for unfavorable foreign exchange impacts of $23.8 million.

Gross profit, reported in accordance with U.S. generally accepted accounting principles (“GAAP”), was $369.2 million, up 31.2% from $281.3 million in the first quarter of last year.  GAAP gross profit as a percent of revenue was 42.2% compared to 42.4% in the first quarter of 2015. Non-GAAP gross profit, when adjusted as identified in the second of the following tables, was $369.4 million, an increase of 31.3% from $281.3 million in the first quarter of last year. Non-GAAP gross profit as a percent of revenues was 42.3% compared to 42.4% in the first quarter of 2015.

GAAP earnings per diluted share decreased 11.1% to $0.78 from $0.87 in the first quarter of 2015. Non-GAAP earnings per diluted share, when adjusted for various items identified in the third of the following tables, decreased 3.4% to $1.11 from $1.15.  See tables below.

Cash flow from operations was $156.9 million and $132.6 million for the three months ended March 31, 2016 and 2015, respectively.

The following table shows our calculations of organic revenue growth (in millions)(1)

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

2016

 

 

2015

 

 

$

 

 

%

 

Total as Reported Revenues (GAAP)

 

$

874.2

 

 

$

663.3

 

 

$

210.9

 

 

 

31.8

%

Adjustment for Foreign Exchange

 

 

23.8

 

 

 

 

 

 

 

23.8

 

 

 

 

 

Subtotal (non-GAAP)

 

 

898.0

 

 

 

663.3

 

 

 

234.7

 

 

 

35.4

%

Adjustment for Acquisitions

 

 

(201.5

)

 

 

(7.0

)

 

 

(194.5

)

 

 

 

 

Adjustment for Regulated Recall and Returns Management Services

 

 

(24.8

)

 

 

(20.0

)

 

 

(4.8

)

 

 

 

 

Total Revenues, as Adjusted (non-GAAP)

 

$

671.8

 

 

$

636.3

 

 

$

35.4

 

 

 

5.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic/ International Breakdown:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic Revenues

 

$

649.7

 

 

$

472.2

 

 

$

177.5

 

 

 

37.6

%

International Revenues

 

 

224.5

 

 

 

191.1

 

 

 

33.4

 

 

 

17.5

%

Total as Reported Revenues (GAAP)

 

$

874.2

 

 

$

663.3

 

 

$

210.9

 

 

 

31.8

%

 

 

(1)

For internal purposes, we exclude the impact of foreign exchange, revenues attributed to acquisitions closed within the preceding 12 months, and revenue from our regulated returns and recall management services when we evaluate organic revenue growth.

This table and the Company’s internal use of non-GAAP adjusted revenues are not intended to imply, and should not be interpreted as implying, that non-GAAP adjusted revenues are a better measure of internal growth or the Company’s performance, as compared to GAAP revenues.

 

Table to reconcile GAAP Gross Profit to Non-GAAP Gross Profit (in millions)(2)

 

 

Three Months Ended March 31,

 

 

 

2016

 

 

2015

 

 

 

$

 

 

% of Rev

 

 

$

 

 

% of Rev

 

GAAP Gross Profit

 

$

369.2

 

 

 

42.2

%

 

$

281.3

 

 

 

42.4

%

Plant Conversion Expenses

 

 

0.2

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

Non-GAAP Gross Profit

 

$

369.4

 

 

 

42.3

%

 

$

281.3

 

 

 

42.4

%

 

 

(2)

In accordance with GAAP, reported Gross Profit includes the impact of the items identified in this table. For internal purposes, including the determination of management compensation, the Company excludes these items from results when evaluating operating performance.

This table and the Company’s internal use of non-GAAP Gross Profit are not intended to imply, and should not be interpreted as implying, that non-GAAP Gross Profit is a better measure of performance than GAAP Gross Profit.

Table to reconcile GAAP EPS to Non-GAAP EPS(3)

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

2016

 

 

2015

 

 

$

 

 

%

 

GAAP EPS

 

$

0.78

 

 

$

0.87

 

 

$

(0.10

)

 

 

-11.1

%

Acquisition Expenses a

 

 

0.02

 

 

 

0.04

 

 

 

 

 

 

 

 

 

Integration Expenses a

 

 

0.14

 

 

 

0.07

 

 

 

 

 

 

 

 

 

Litigation Expenses a

 

 

0.01

 

 

 

0.01

 

 

 

 

 

 

 

 

 

Changes in Fair Value of Contingent Consideration a

 

 

(0.03

)

 

 

(0.01

)

 

 

 

 

 

 

 

 

Plant Conversion and Restructuring Expenses a

 

 

0.00

 

 

 

0.10

 

 

 

 

 

 

 

 

 

Amortization Expense a, c

 

 

0.14

 

 

 

0.07

 

 

 

 

 

 

 

 

 

Add Back Convertible Preferred Stock Dividend b

 

 

0.12

 

 

 

0.00

 

 

 

 

 

 

 

 

 

Reallocation of EPS Related to Convertible Preferred Stock If-Converted Method b

 

 

(0.07

)

 

 

0.00

 

 

 

 

 

 

 

 

 

Non-GAAP EPS (Adjusted)

 

$

1.11

 

 

$

1.15

 

 

$

(0.04

)

 

 

-3.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Weighted Average Number of Common Shares Outstanding Under If-Converted Method

 

 

91,496,877

 

 

 

86,357,006

 

 

 

 

 

 

 

 

 

 

 

(3a)

In accordance with GAAP, reported earnings per diluted share (EPS) include the after-tax impact of the items identified. For internal purposes, including the determination of management compensation, the Company excludes these items from results when evaluating operating performance.

 

(3b)

For purposes of determining non-GAAP EPS, the Company (1) adds back the mandatory convertible preferred stock dividend; and (2) deducts the EPS impact of the items identified above and the mandatory convertible preferred stock dividend using the “if-converted” method.  Under the “if-converted” method used in determining our non-GAAP EPS, the items identified above and the preferred dividend applicable to the convertible preferred stock is added back to net income attributable to Stericycle, the numerator. The Mandatory Convertible Preferred shares are assumed to be converted to common shares at the beginning of the period or, if later, at the time of issuance, and the resulting common shares are included in the denominator.

 

(3c)

Beginning the quarter ended March 31, 2016, the Company has started to exclude amortization expense from non-GAAP EPS. For comparable reporting, the Company’s previously reported 2015 results are adjusted to reflect the change.  

This table and the Company’s internal use of non-GAAP earnings per diluted share are not intended to imply, and should not be interpreted as implying, that non-GAAP earnings per diluted share is a better measure of operating performance than GAAP earnings per diluted share.

 

For more information about Stericycle, please visit our website at www.stericycle.com.

Safe Harbor Statement: This press release may contain forward-looking statements that involve risks and uncertainties, some of which are beyond our control (for example, general economic and market conditions). Our actual results could differ significantly from the results described in the forward-looking statements. Factors that could cause such differences include changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information, increases in transportation and other operating costs, the level of governmental enforcement of regulations governing regulated waste collection and treatment or the proper handling and protection of personal and confidential information, our obligations to service our substantial indebtedness and to comply with the covenants and restrictions contained in our private placement notes, term loan credit facility and revolving credit facility, our ability to execute our acquisition strategy and to integrate acquired businesses, competition and demand for services in the regulated waste and secure information destruction industries, political, economic and currency risks related to our foreign operations, impairments of goodwill or other indefinite-lived intangibles, variability in the demand for services we provide on a project or non-recurring basis, exposure to environmental liabilities, fluctuations in the price we receive for the sale of paper, disruptions in or attacks on our information technology systems, compliance with existing and future legal and regulatory requirements, as well as other factors described in our filings with the U.S. Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K. As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We make no commitment to disclose any subsequent revisions to forward-looking statements.


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