Heritage-Crystal Clean Inc. Announces Expiration of Hart-Scott-Rodino Waiting Period for Acquisition by J.F. Lehman & Company

HOFFMAN ESTATES, Ill. – September 6, 2023 – Heritage-Crystal Clean, Inc. (Nasdaq: HCCI) (“Crystal Clean” or the “Company”) today announced the expiration of the waiting period under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976, with respect to the previously announced agreement for Crystal Clean to be acquired by an investment affiliate of J.F. Lehman & Company (“JFLCO”) for $45.50 per share in cash, or approximately $1.2 billion.

The expiration of the HSR waiting period occurred at 11:59 p.m. on September 1, 2023, which was a condition to the closing of the pending transaction. The transaction is expected to close in the fourth quarter of 2023, subject to the satisfaction of the remaining customary closing conditions, including approval by Crystal Clean stockholders.

About Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc. provides parts cleaning, used oil re-refining, hazardous and non-hazardous waste disposal, emergency and spill response, and industrial and field services to vehicle maintenance businesses, manufacturers and other industrial businesses, as well as utilities and governmental entities. Our service programs include parts cleaning, regulated containerized and bulk waste management, used oil collection and re-refining, wastewater vacuum, emergency and spill response, industrial and field services, waste antifreeze collection, recycling and product sales. These services help our customers manage their used chemicals and liquid and solid wastes, while also helping to minimize their regulatory burdens. Through our used oil re-refining program during fiscal 2022, we recycled approximately 66 million gallons of used oil into high quality lubricating base oil, and we are a supplier to firms that produce and market finished lubricants. Through our antifreeze program during fiscal 2022, we recycled approximately 4.5 million gallons of spent antifreeze which was used to produce a full line of virgin-quality antifreeze products. Through our parts cleaning program during fiscal 2022, we recycled 2.3 million gallons of used solvent into virgin-quality solvent to be used again by our customers. In addition, we sold 0.6 million gallons of used solvent into the reuse market. Through our containerized waste program during fiscal 2022, we collected approximately 22 thousand tons of regulated waste which was sent for energy recovery. Through our wastewater vacuum services program during fiscal 2022, we treated approximately 84 million gallons of wastewater. Crystal Clean is headquartered in Hoffman Estates, Illinois, and operates through 105 branch and industrial services locations serving approximately 104,000 customer locations.

Additional Information and Where to Find It

This release may be deemed to be solicitation material in respect of the proposed acquisition of Crystal Clean by JFLCO. In connection with the proposed transaction, Crystal Clean filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary proxy statement on Schedule 14A on August 10, 2023 and a definitive proxy statement (the “Proxy Statement”) on Schedule 14A on August 31, 2023. Crystal Clean is mailing the Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that Crystal Clean may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF CRYSTAL CLEAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. INVESTORS AND SECURITY HOLDERS ARE OR WILL BE ABLE TO OBTAIN THE DOCUMENTS (if and when available) free of charge at the SEC’s website at www.sec.gov, or free of charge from Crystal Clean by directing a request to Mark DeVita, EVP & CFO, at mark.devita@crystal-clean.com.

Participants in the Solicitation

Crystal Clean and JFLCO and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of Crystal Clean in favor of the proposed transaction. Information about Crystal Clean’s directors and executive officers is set forth in the Proxy Statement. Additional information concerning the interests of Crystal Clean’s participants in the solicitation, which may, in some cases, be different than those of Crystal Clean ’s stockholders generally, is also set forth in the Proxy Statement.

No Offer or Solicitation

This release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements may include statements regarding the completion of the proposed merger and the expected timing of the completion of the proposed merger, the management of Crystal Clean upon completion of the proposed merger and Crystal Clean’s plans upon completion of the proposed merger. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of Crystal Clean or its management about future events. There can be no assurance that actual results, performance, or achievements of Crystal Clean will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of Crystal Clean, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; risks related to disruption of management’s attention from Crystal Clean’s ongoing business operations due to the proposed merger; unexpected costs, charges or expenses resulting from the proposed merger; Crystal Clean’s ability to retain and hire key personnel in light of the proposed merger; certain restrictions during the pendency of the proposed merger that may impact Crystal Clean’s ability to pursue certain business opportunities or strategic transactions; the ability of the buyer to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed merger; potential litigation relating to the proposed merger that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the effect of the announcement of the proposed merger on Crystal Clean’s relationships with its customers, operating results and business generally; and the risk that the proposed merger will not be consummated in a timely manner, if at all. Crystal Clean refers you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Crystal Clean’s Form 10-K for the fiscal year ended December 31, 2022, and comparable sections of Crystal Clean’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Crystal Clean or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and Crystal Clean does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

Heritage-Crystal Clean Contacts

Investor Contact:
Mark DeVita
Executive Vice President and Chief Financial Officer
mark.devita@crystal-clean.com
847-836-5670

Media Contact:

Mike Ademe
Communications & Marketing Manager
mike.ademe@crystal-clean.com
224-281-1530

or

Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann / Kaitlin Kikalo
212-355-4449

Heritage-Crystal Clean, Inc. Announces Expiration of “Go-Shop” Period Contained in Previously Announced Merger Agreement

Acquisition by J.F. Lehman & Company Remains on Track to Close in Fourth Quarter of 2023

HOFFMAN ESTATES, Ill. – August 24, 2023 – Heritage-Crystal Clean, Inc. (Nasdaq: HCCI) (“Crystal Clean” or the “Company”), a leading provider of parts cleaning, hazardous and non-hazardous waste services, used oil re-refining, antifreeze recycling, industrial and field services, and emergency and spill response services, today announced the expiration of the 35-day “go-shop” period pursuant to the terms of the previously announced definitive merger agreement pursuant to which an investment affiliate of J.F. Lehman & Company (“JFLCO”), a leading private equity investment firm focused on the aerospace, defense, maritime and environmental sectors, has agreed to acquire all outstanding shares of Crystal Clean common stock for $45.50 per share in cash, or approximately $1.2 billion. The “go-shop” period expired at 11:59 p.m. Eastern Time on August 23, 2023.

During the “go-shop” period, at the direction of the Company’s Board of Directors, Crystal Clean and representatives of William Blair & Company, financial advisor to the Company, engaged with or actively solicited alternative acquisition proposals from 53 potentially interested parties with respect to a possible alternative transaction to the merger. Crystal Clean did not receive any competing acquisition proposals during the “go-shop” period.

Upon expiration of the “go-shop” period, pursuant to the definitive merger agreement with JFLCO, Crystal Clean became subject to customary “no-shop” provisions that limit Crystal Clean and its representatives’ ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to customary “fiduciary out” provisions.

The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by Crystal Clean stockholders and the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. Upon completion of the transaction, Crystal Clean will become a privately held company and shares of Crystal Clean common stock will no longer be listed on the Nasdaq Stock Exchange or trade in any other public market.

About Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc. provides parts cleaning, used oil re-refining, hazardous and non-hazardous waste disposal, emergency and spill response, and industrial and field services to vehicle maintenance businesses, manufacturers and other industrial businesses, as well as utilities and governmental entities. Our service programs include parts cleaning, regulated containerized and bulk waste management, used oil collection and re-refining, wastewater vacuum, emergency and spill response, industrial and field services, waste antifreeze collection, recycling and product sales. These services help our customers manage their used chemicals and liquid and solid wastes, while also helping to minimize their regulatory burdens. Through our used oil re-refining program during fiscal 2022, we recycled approximately 66 million gallons of used oil into high quality lubricating base oil, and we are a supplier to firms that produce and market finished lubricants. Through our antifreeze program during fiscal 2022, we recycled approximately 4.5 million gallons of spent antifreeze which was used to produce a full line of virgin-quality antifreeze products. Through our parts cleaning program during fiscal 2022, we recycled 2.3 million gallons of used solvent into virgin-quality solvent to be used again by our customers. In addition, we sold 0.6 million gallons of used solvent into the reuse market. Through our containerized waste program during fiscal 2022, we collected approximately 22 thousand tons of regulated waste which was sent for energy recovery. Through our wastewater vacuum services program during fiscal 2022, we treated approximately 84 million gallons of wastewater. Crystal Clean is headquartered in Hoffman Estates, Illinois, and operates through 105 branch and industrial services locations serving approximately 104,000 customer locations.

Additional Information and Where to Find It

This release may be deemed to be solicitation material in respect of the proposed acquisition of Crystal Clean by JFLCO. In connection with the proposed transaction, Crystal Clean filed a preliminary proxy statement (the “Preliminary Proxy Statement”) on Schedule 14A on August 10, 2023 with the U.S. Securities and Exchange Commission (the “SEC”). Promptly after filing its definitive proxy statement (the “Proxy Statement”) with the SEC, Crystal Clean intends to mail the Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that Crystal Clean may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF CRYSTAL CLEAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING CRYSTAL CLEAN’S PROXY STATEMENT (WHEN AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. INVESTORS AND SECURITY HOLDERS ARE OR WILL BE ABLE TO OBTAIN THE DOCUMENTS (if and when available) free of charge at the SEC’s website at www.sec.gov, or free of charge from Crystal Clean by directing a request to Mark DeVita, EVP & CFO, at mark.devita@crystal-clean.com.

Participants in the Solicitation

Crystal Clean and JFLCO and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of Crystal Clean in favor of the proposed transaction. Information about Crystal Clean’s directors and executive officers is set forth in the Preliminary Proxy Statement. Additional information concerning the interests of Crystal Clean’s participants in the solicitation, which may, in some cases, be different than those of Crystal Clean ’s stockholders generally, will be set forth in the Proxy Statement when it becomes available.


No Offer or Solicitation

This release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements may include statements regarding the completion of the proposed merger and the expected timing of the completion of the proposed merger, the management of Crystal Clean upon completion of the proposed merger and Crystal Clean’s plans upon completion of the proposed merger. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of Crystal Clean or its management about future events. There can be no assurance that actual results, performance, or achievements of Crystal Clean will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of Crystal Clean, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; risks related to disruption of management’s attention from Crystal Clean’s ongoing business operations due to the proposed merger; unexpected costs, charges or expenses resulting from the proposed merger; Crystal Clean’s ability to retain and hire key personnel in light of the proposed merger; certain restrictions during the pendency of the proposed merger that may impact Crystal Clean’s ability to pursue certain business opportunities or strategic transactions; the ability of the buyer to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed merger; potential litigation relating to the proposed merger that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the effect of the announcement of the proposed merger on Crystal Clean’s relationships with its customers, operating results and business generally; and the risk that the proposed merger will not be consummated in a timely manner, if at all. Crystal Clean refers you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Crystal Clean’s Form 10-K for the fiscal year ended December 31, 2022, and comparable sections of Crystal Clean’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Crystal Clean or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and Crystal Clean does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

Heritage-Crystal Clean Contacts

Investor Contact:
Mark DeVita
Executive Vice President and Chief Financial Officer
mark.devita@crystal-clean.com
847-836-5670

Media Contact:

Mike Ademe
Communications & Marketing Manager
mike.ademe@crystal-clean.com
224-281-1530

or

Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann / Kaitlin Kikalo
212-355-4449

renewable environmental solutions

Heritage-Crystal Clean, Inc. Announces Second Quarter 2023 Financial Results

Hoffman Estates, IL, August 9, 2023 — Heritage-Crystal Clean, Inc. (Nasdaq: HCCI), a leading provider of parts cleaning, hazardous and non-hazardous waste services, used oil re-refining, antifreeze recycling, industrial and field services, and emergency and spill response services today announced results for the second quarter which ended June 30, 2023.

To view the financial results for the 2023 second quarter, please visit our financial releases page

Second Quarter Review

Beginning with our 2023 fiscal year, we changed our financial reporting cycle to a calendar year-end and end-of-month quarterly reporting cycle. The second quarter of 2023 includes 5 additional working days as a result of our fiscal quarter change. We estimate that the additional working days resulted in an increase in revenues of 7.8% in the second quarter of 2023 when compared to the second quarter of 2022 for the Environmental Services and Industrial & Field Services segments. Absent the significant decrease in base oil pricing, we would have otherwise estimated a similar impact in the Oil Business from the change in fiscal quarter.

Revenue for the second quarter of 2023 was $192.2 million compared to $156.6 million for the second quarter of 2022, an increase of 22.7%.

Overall operating profit decreased by $9.5 million and as a percentage of revenue decreased to 19.3% compared to 29.7% during the second quarter of 2022. This decrease in profit margin was driven primarily by the decrease in revenues in the Oil Business segment as well as higher costs due to lower solvent and oil inventory values, and higher re-refinery turnaround expenses. Our second quarter corporate SG&A expense was $23.4 million, or 12.2% of revenue, compared to $16.5 million, or 10.5% of revenue, for the second quarter of 2022. As a result of the 5 additional working days in the second quarter of 2023 compared to the second quarter of 2022, we estimate current quarter corporate SG&A expenses were higher by $1.8 million.

Net income for the second quarter was $8.6 million compared to net income of $21.1 million in the year-ago quarter. Basic earnings per share were $0.36 compared to $0.90 in the year-ago quarter.

Heritage-Crystal Clean, Inc. Acquisition by J.F. Lehman & Company

On July 19, 2023, the Company announced that it has entered into a definitive merger agreement (the “merger agreement”) to be acquired by an investment affiliate of J.F. Lehman & Company (“JFLCO”), a leading private equity investment firm focused on the aerospace, defense, maritime and environmental sectors, in an all-cash transaction that values the Company at approximately $1.2 billion (the “merger”). Under the terms of the merger agreement, JFLCO will acquire all the outstanding shares of the Company for $45.50 per share in cash. The purchase price represents a premium of approximately 24.9% to the Company’s 60-day volume-weighted average price on July 19, 2023, the last full trading day prior to the public announcement of the transaction. The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by the Company shareholders and the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. Upon completion of the transaction, the Company will become a privately held company and shares of the Company common stock will no longer be listed on the Nasdaq Stock Exchange or trade in any other public market.

Due to the pending transaction with J.F. Lehman, the Company will not be hosting a conference call for the second quarter of 2023.

The complete financial results for the 2023 second quarter can be found on our financial releases page.

Heritage-Crystal Clean, Inc. to Release 2023 Second Quarter Financial Results

Heritage-Crystal Clean, Inc. (Nasdaq: HCCI) plans to release its financial results for the second quarter of 2023, which ended June 30, 2023, after the market close on Wednesday, August 9, 2023.

As previously disclosed in a separate press release issued on July 19, 2023, the Company announced that it has entered into a definitive merger agreement to be acquired by an investment affiliate of J.F. Lehman & Company (“JFLCO”), a leading private equity investment firm focused on the aerospace, defense, maritime and environmental sectors, in an all-cash transaction that values Crystal Clean at approximately $1.2 billion. Due to the pending transaction with J.F. Lehman, the Company will not be hosting a conference call for the second quarter of 2023.

Please refer to the issued press release for additional information: Heritage-Crystal Clean, Inc. to be Acquired by J.F. Lehman & Company for $1.2 Billion.

About Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc. provides parts cleaning, used oil re-refining, hazardous and non-hazardous waste disposal, industrial and field services, and emergency and spill response services to vehicle maintenance businesses, manufacturers and other industrial businesses, as well as utilities and governmental entities. Our service programs include parts cleaning, regulated containerized and bulk waste management, used oil collection and re-refining, wastewater vacuum, industrial and field services, emergency and spill response services, waste antifreeze collection, recycling and product sales. These services help our customers manage their used chemicals and liquid and solid wastes, as well as other environmental issues while also helping to minimize their regulatory burdens. Through our used oil re-refining program, during fiscal 2022, we recycled approximately 66 million gallons of used oil into high quality lubricating base oil, and we are a supplier to firms that produce and market finished lubricants. Through our antifreeze program during fiscal 2022 we recycled approximately 4.5 million gallons of spent antifreeze which was used to produce a full line of virgin-quality antifreeze products. Through our parts cleaning program during fiscal 2022 we recycled 2.3 million gallons of used solvent into virgin-quality solvent to be used again by our customers. In addition, we sold 0.6 million gallons of used solvent into the reuse market. Through our containerized waste program during fiscal 2022 we collected approximately 22,000 tons of regulated waste which was sent for energy recovery. Through our wastewater vacuum services program during fiscal 2022 we treated approximately 84 million gallons of wastewater. Heritage-Crystal Clean, Inc. is headquartered in Hoffman Estates, Illinois, and operates through 105 branch and industrial services locations serving approximately 104,000 customer locations.

Contact:

 Heritage-Crystal Clean, Inc.

  Mark DeVita, Executive Vice President and Chief Financial Officer (847) 836-5670

  https://www.crystal-clean.com

Heritage-Crystal Clean, Inc. to be Acquired by J.F. Lehman & Company for $1.2 Billion

HOFFMAN ESTATES, Ill.–(BUSINESS WIRE)–Heritage-Crystal Clean, Inc. (Nasdaq: HCCI) (“Crystal Clean”), a leading provider of parts cleaning, hazardous and non-hazardous waste services, used oil re-refining, antifreeze recycling, industrial and field services, and emergency and spill response services, today announced that it has entered into a definitive merger agreement to be acquired by an investment affiliate of J.F. Lehman & Company (“JFLCO”), a leading private equity investment firm focused on the aerospace, defense, maritime and environmental sectors, in an all-cash transaction that values Crystal Clean at approximately $1.2 billion.

Under the terms of the merger agreement, JFLCO will acquire all the outstanding shares of Crystal Clean for $45.50 per share in cash. The purchase price represents a premium of approximately 24.9% to Crystal Clean’s 60-day volume-weighted average price on July 19, 2023, the last full trading day prior to today’s announcement.

“We are pleased to enter into this agreement with JFLCO, which we believe represents the best path forward for Crystal Clean to maximize value for our shareholders,” said Crystal Clean’s President and CEO, Brian Recatto. “For more than 20 years, we have executed on our mission and thoughtfully grown Crystal Clean to become the partner of choice nationwide for premier environmentally-sustainable solutions that have a tangible impact for customers, and we are excited to embark on this new chapter.”

“As a private company, we will have added flexibility and a deeply knowledgeable partner in JFLCO that understands our strengths and employee-empowered culture. We are grateful to our talented team, who have been instrumental in establishing Crystal Clean as the leader we are today and look forward to building on our momentum on the path ahead,” Mr. Recatto added.

“At a time when businesses across industries are more environmentally conscious and highly focused on running cleaner, we are excited to partner with Crystal Clean – a clear category leader and unparalleled provider of environmental and waste disposal services,” said Glenn Shor, Partner at J.F. Lehman & Company. “This partnership underscores our confidence in Crystal Clean’s business, vision and reputation as a trusted provider for a diversified, blue-chip customer base. We look forward to working closely together to best position the Company for sustainable, long-term success.”

Transaction Details

Crystal Clean’s Board of Directors has unanimously approved the merger agreement and recommends that Crystal Clean shareholders vote in favor of the transaction.

The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by Crystal Clean shareholders and the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. Upon completion of the transaction, Crystal Clean will become a privately held company and shares of Crystal Clean common stock will no longer be listed on the Nasdaq Stock Exchange or trade in any other public market.

Fully committed debt financing in support of the transaction is being provided by Jefferies Finance LLC and Sumitomo Mitsui Banking Corporation. The merger is not subject to any financing condition.

Additionally, The Heritage Group and its affiliates, which collectively hold 26.70% of the Crystal Clean common shares, and Brian Recatto, who holds 3.23% of the Crystal Clean common shares, have each entered into a voting and support agreement with JFLCO pursuant to which each has committed to vote all of its Crystal Clean common shares in favor of the transaction.

The merger agreement provides for a “go-shop” provision under which Crystal Clean and its Board of Directors may actively solicit, receive, evaluate and potentially enter negotiations with parties that offer alternative proposals during a 35-day period following the execution date of the definitive agreement, expiring at 11:59 p.m. Eastern Time on August 23, 2023. There can be no assurance this process will result in a superior proposal. Crystal Clean does not intend to disclose developments about this process until it determines whether such disclosure is appropriate or otherwise required.

Advisors

William Blair & Company is serving as financial advisor to Crystal Clean, Stifel delivered a fairness opinion to Crystal Clean with respect to the proposed transaction, and McDermott Will & Emery LLP is serving as legal counsel to Crystal Clean.

Houlihan Lokey, Inc. is serving as lead financial advisor to JFLCO, and Jefferies LLC is also serving as financial advisor to JFLCO; Shearman & Sterling LLP and Jones Day are serving as legal counsel to JFLCO.

Participants in the Solicitation

Crystal Clean and JFLCO and their respective directors, executive officers and other members of management and employees, under Securities and Exchange Commission (“SEC”) rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of Crystal Clean in favor of the proposed transaction. Information about Crystal Clean’s directors and executive officers is set forth in Crystal Clean’s Proxy Statement on Schedule 14A for its 2023 Annual Meeting of Shareholders, which was filed with the SEC on May, 1, 2023. To the extent holdings of Crystal Clean’s securities by its directors or executive officers have changed since the amounts set forth in such 2023 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning the interests of Crystal Clean’s participants in the solicitation, which may, in some cases, be different than those of Crystal Clean ’s stockholders generally, will be set forth in Crystal Clean’s proxy statement relating to the proposed transaction when it becomes available.

Additional Information and Where to Find It

This release may be deemed to be solicitation material in respect of the proposed acquisition of Crystal Clean by JFLCO. In connection with the proposed transaction, Crystal Clean intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF CRYSTAL CLEAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING CRYSTAL CLEAN’S PROXY STATEMENT (IF AND WHEN AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. INVESTORS AND SECURITY HOLDERS ARE OR WILL BE ABLE TO OBTAIN THE DOCUMENTS (if and when available) free of charge at the SEC’s website at www.sec.gov, or free of charge from Crystal Clean by directing a request to Mark DeVita, EVP & CFO, at mark.devita@crystal-clean.com.

No Offer or Solicitation

This release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

About Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc. provides parts cleaning, used oil re-refining, hazardous and non-hazardous waste disposal, emergency and spill response, and industrial and field services to vehicle maintenance businesses, manufacturers and other industrial businesses, as well as utilities and governmental entities. Our service programs include parts cleaning, regulated containerized and bulk waste management, used oil collection and re-refining, wastewater vacuum, emergency and spill response, industrial and field services, waste antifreeze collection, recycling and product sales. These services help our customers manage their used chemicals and liquid and solid wastes, while also helping to minimize their regulatory burdens. Through our used oil re-refining program, during fiscal 2022, we recycled approximately 66 million gallons of used oil into high quality lubricating base oil, and we are a supplier to firms that produce and market finished lubricants. Through our antifreeze program during fiscal 2022 we recycled approximately 4.5 million gallons of spent antifreeze which was used to produce a full line of virgin-quality antifreeze products. Through our parts cleaning program during fiscal 2022 we recycled 2.3 million gallons of used solvent into virgin-quality solvent to be used again by our customers. In addition, we sold 0.6 million gallons of used solvent into the reuse market. Through our containerized waste program during fiscal 2022 we collected approximately 22 thousand tons of regulated waste which was sent for energy recovery. Through our wastewater vacuum services program during fiscal 2022 we treated approximately 84 million gallons of wastewater. Crystal Clean is headquartered in Hoffman Estates, Illinois, and operates through 105 branch and industrial services locations serving approximately 104,000 customer locations.

About J.F. Lehman & Company

J.F. Lehman & Company is a leading private equity investment firm focused on the aerospace, defense, maritime and environmental sectors. This investment strategy reflects the firm’s deep experience in and commitment to these sectors since the firm’s founding three decades ago. Headquartered in New York, NY, the firm currently has approximately $4.5 billion of assets under management. To learn more, please visit www.jflpartners.com.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements may include statements regarding the completion of the proposed merger and the expected timing of the completion of the proposed merger, the management of Crystal Clean upon completion of the proposed merger and Crystal Clean’s plans upon completion of the proposed merger. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of Crystal Clean or its management about future events. There can be no assurance that actual results, performance, or achievements of Crystal Clean will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of Crystal Clean, including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; risks related to disruption of management’s attention from Crystal Clean’s ongoing business operations due to the proposed merger; unexpected costs, charges or expenses resulting from the proposed merger; Crystal Clean’s ability to retain and hire key personnel in light of the proposed merger; certain restrictions during the pendency of the proposed merger that may impact Crystal Clean’s ability to pursue certain business opportunities or strategic transactions; the ability of the buyer to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed merger; potential litigation relating to the proposed merger that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the effect of the announcement of the proposed merger on Crystal Clean’s relationships with its franchisees and customers, operating results and business generally; and the risk that the proposed merger will not be consummated in a timely manner, if at all. Crystal Clean refers you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Crystal Clean’s Form 10-K for the fiscal year ended December 31, 2022, and comparable sections of the Crystal Clean’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Crystal Clean or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and Crystal Clean does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Heritage-Crystal Clean Contacts

Investor Contact:
Mark DeVita
Executive Vice President and Chief Financial Officer
mark.devita@crystal-clean.com
847-836-5670

Media Contact:
Mike Ademe
Communications & Marketing Manager
mike.ademe@crystal-clean.com
224-281-1530

or

Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann / Kaitlin Kikalo
212-355-4449

JFLCO Contact

Karina Perelmuter
IR@Jflpartners.com

Employee Spotlight – Eddie Slagle

Since 1999, Crystal Clean has been growing its presence as one of the leading environmental services providers in the USA and Ontario, CAN. What started as several service branches in about a dozen cities has grown into a nationwide network of more than 90 service branches, an oil re-refinery, and multiple waste recovery centers.

Travel down south to Shreveport, LA and you’ll find one of Crystal Clean’s many service branches. It’s filled with hard working people that have been there for years, faithfully serving customers. One of those people is Eddie Slagle, who has been a Sales and Service Representative (SSR) at the branch for the past 16 years.

Eddie found his way to Crystal Clean through a simple recommendation from one of his friends that was working as an oil sales and service representative. This led to a conversation with the branch manager, Shane White, and a few days later Eddie was on a box truck in the Crystal Clean uniform.

“Shane and I hit it off immediately,” Eddie said. “I had experience being a route driver from another job, so I was really able to hit the ground running. I took a bit of time to learn the industry and our services, then I was out on the road knocking on doors and finding new customers.”

These initial years at Crystal Clean were fast paced for Eddie. While there was some learning on the job, he looked at it as an opportunity to never say anyone’s no for them. He was always asking questions to understand the different ways Crystal Clean could offer services to solve any challenges customers faced. He also felt like he had a great support system with a branch manager that is always willing to jump in to help.

“I couldn’t ask for a better boss than Shane,” shared Eddie. “You can tell that he’s in your corner and wants to help you do your job well. If he sees you having a bad day, he’ll get on the truck with you to help you out. That mindset of always being willing to help is something everyone at our branch has, and it’s made us a tight-knit bunch.

As time went on, Eddie kept on doing what he does best. He was out on the road selling and providing great service to customers each day. Each night, he took time to plan ahead while looking at his route for the next day so that he knows where he was going in the morning when he hopped on his truck. Eddie also mentioned that he was always honest and straightforward with customers to make sure they understood how the different services work while offering any help when needed.

This approach clearly paid off for Eddie, because over the years he has consistently received new customers through word-of-mouth and recommendations from his customer base. By being friendly, fair, and focusing on service, he kept on winning happy customers. And as his customer base grew, Eddie saw a great deal of success year after year. He’s consistently been one of the top SSRs in the company and has been a part of Crystal Club a total of 14 times!

“Eddie has consistently done a great job year after year,” Shane White, Shreveport Branch Manager said. “He’s a determined sales rep who always says yes when someone asks for helps. He’s gone out to other branches to provide support for several weeks when needed, like when there was a bad flood in Baton Rouge and the branch there needed a bit of extra support. He’s even traveled around to help launch several new branches throughout the states.”

That mentality of being a helper has been something that keeps Eddie going each day. He’s always ready to provide support when needed, and one of his goals is to go home safe each day. Doing the job well and safely is another way that he continues to win over customers. That’s also led to stronger relationships with his customers where they genuinely are excited to see Eddie come in to provide service.

“In our industry, we compete on so many levels to win our customers,” Eddie shared. “In all my time at Crystal Clean, I’ve learned that the best way we beat the competition is through our people and our service. Offering great service and being there for your customer when they need you makes all the difference.”

Heritage-Crystal Clean, Inc. Announces First Quarter 2023 Financial Results

Hoffman Estates, IL May 9, 2023 — Heritage-Crystal Clean, Inc. (Nasdaq: HCCI), a leading provider of parts cleaning, hazardous and non-hazardous waste services, used oil re-refining, antifreeze recycling, industrial and field services, and emergency and spill response services today announced results for the first quarter which ended March 31, 2023.

To view the financial results for the 2023 first quarter, please visit our financial releases page.

The company will host a conference call on Wednesday, May 10, 2023 at 9:00 AM Central Time, during which management will give a presentation focusing on the Company’s operations and financial results.

Interested parties can listen to the audio webcast available through our company website, https://www.crystal-clean.com/investor-relations/, and can participate on the call by dialing (888) 440-4149. After dialing the number, you will be required to provide the following passcode before being joined to the conference call: 8889427. To register for the webcast of the conference call, visit https://events.q4inc.com/attendee/667310180

First Quarter Review

Beginning with our 2023 fiscal year, we changed our financial reporting cycle to a calendar year-end and end-of-month quarterly reporting cycle. The first quarter of 2023 includes 4 additional working days as a result of our fiscal quarter change. We estimate that the additional working days resulted in an increase in revenues of 6.3% in the first quarter of 2023 when compared to the first quarter of 2022.

Revenue for the first quarter of 2023 was $193.5 million compared to $139.4 million for the same quarter of 2022, an increase of 38.8%.

Overall Operating Margin increased by $11.6 million and decreased slightly on a percentage of revenue basis to 22.9% compared to 23.4% during the first quarter of 2022. This decrease was driven primarily by the decrease in revenues in the Oil Business segment. Our first quarter corporate SG&A expense was $20.7 million, or 10.7% of revenue, compared to $15.3 million, or 11.0% of revenue, for the first quarter of 2022. Net income for the first quarter was $16.6 million compared to net income of $12.9 million in the year-ago quarter. Basic earnings per share were $0.70 compared to $0.55 in the year-ago quarter.

The complete financial results for the 2023 first quarter can be found on our financial releases page.

Employee Spotlight – Patrick Lacy

Crystal Clean is a fast-growing company and this is because of each employee’s commitment to service, excellence, and the environment every day. The Crystal Clean team has the grit and drive to meet the needs of all customers, and Patrick Lacy is the perfect example of what we’re all about at Crystal Clean.

Patrick is an Antifreeze Sales and Service Representative (AFSR) at Crystal Clean’s Tulsa branch, and he has been with the company since 2019. In just a few years, Patrick has grown the Tulsa antifreeze program into one of the largest antifreeze programs in the company. With more than 2,000 service stops performed in 2022, it’s no surprise that he is coming off his best year yet.

Patrick broke revenue records as the top AFSR in 2022, and he’s showing no signs of slowing down for 2023! When asked about what has helped him reach this goal and grow his customer base, he shared that it ultimately comes down to excellence in customer service.

“I always tell my customers that whatever they need, I’ll get it there,” said Patrick. “Whether it’s antifreeze or another one of our services, I do my best to find the right solution that meets their needs or find someone that will be able to help. When you go above and beyond for your customer they notice and become even more committed to working with you in the future. You become their go-to person to call when they need help.”

This mindset of excellence has led to Patrick receiving plenty of referrals from customers to new businesses that has helped him grow the antifreeze program significantly since he started at Crystal Clean. Managing time well is another area that has helped Patrick juggle scheduled service stops with stops at additional businesses to go win new customers. Each night he reviews his list of stops for the next day to plan out his route. When he’s with customers, he strikes the perfect balance of building relationships while still moving to make sure he stops everywhere he plans to that day.

Patrick is also very passionate about putting safety first and lives out Crystal Clean’s mindset to “Own Your Safety” each day on the job. Before his time at Crystal Clean, Patrick spent many years in the oil industry doing pipeline maintenance. Doing jobs safely and being proactive to prevent accidents is part of his daily routine.

“Even the little details about safety are important,” Patrick shared. “I take time to inspect my truck during the day at different stops to catch possible problems before they become an actual problem.”

When you’re at the Tulsa branch, you can see Patrick having conversations with his co-workers about safety on the job and sharing leads for other lines of business. The teamwork between everyone is something that Tulsa Branch Manager Gregory Else is particularly proud of, and he sees Patrick as a big piece of this.

“Patrick has been an amazing person to have at the branch,” Gregory shared. “Since he joined the branch in 2019, I’ve seen him do so much amazing work and continually exceed expectations each day that fires up everyone here. He’s a passionate, easy-going guy who has helped grow both his business and the business of other reps here.”

The teamwork goes both ways, and Patrick has felt supported by his team and management whenever he needs help. He also recalled conversations he’s had with the company’s leadership team and shared how hearing their passion for what Crystal Clean does got him fired up and fully engaged working for the company. That passion and teamwork is everywhere throughout the company and Patrick has plenty of stories of it in action.

There was one time where the antifreeze truck I was driving had mechanical issues and needed to go into the shop,” he shared. “I could’ve lost multiple days of work without a truck, but I got a call from my manager and he had a plan to keep me on the road. He went out of his way overnight to drive an antifreeze truck from another branch to Tulsa, just so I wouldn’t have too many days of downtime while my truck was in the shop.”

Experiences like these are what Patrick looks forward to, and he’s excited for what’s ahead at Crystal Clean. As the company continues to grow, he sees plenty of opportunities for growth in the future for himself and anyone who joins the company. “Crystal Clean gives people the tools to succeed and there’s plenty of opportunities for growth. We’ve got the right people to help with any questions a new employee has, and everybody is willing to pitch in when you need help. People see the potential you have and put in the work to help you succeed. I feel like I’m one of the luckiest guys I know and am proud to be part of the Crystal Clean team.”

Heritage-Crystal Clean, Inc. Announces Record 2022 Fourth Quarter and Full Year Financial Results

Hoffman Estates, IL March 1, 2023 — Heritage-Crystal Clean, Inc. (Nasdaq: HCCI), a leading provider of parts cleaning, hazardous and non-hazardous waste services, used oil re-refining, antifreeze recycling, industrial and field services, and emergency and spill response services today announced results for the fourth quarter of fiscal 2022 and for the full fiscal year, which ended December 31, 2022.

To view the financial results for the 2022 fourth quarter and 2022 fiscal year, please visit our financial releases page.

The Company will host a conference call on Thursday, March 2, 2023, at 9:30 AM Central Time, during which management will give a brief presentation focusing on the Company’s operations and financial results. Interested parties can listen to the audio webcast available through our company website, https://www.crystal-clean.com/investor-relations/, and can participate on the call by dialing (888) 440-4149. After dialing the number, you will be required to provide the following passcode before being joined to the conference call: 8889427.

To register for the webcast of the conference call, visit https://events.q4inc.com/attendee/245611812

Fourth Quarter Review

Total revenue for the fourth quarter of 2022 increased 42.2% to $241.1 million compared to $169.5 million for the same quarter of 2021. The Company’s fourth quarter of fiscal 2022 was comprised of 77 working days compared to 76 working days in the fiscal fourth quarter of 2021. On a sales-per-working day basis, revenue increased approximately 40.4% compared to the prior year quarter. The increase in revenue was due to improvement in base oil pricing in our Oil Business segment along with increased demand and higher selling prices for our Environmental Services segment products and services as well as by revenue from an acquisition made during the third quarter of 2022.

Our operating margin percentage decreased to 22.8% in the fourth quarter of 2022 compared to 26.6% in the fourth quarter of 2021. The decrease was mainly due to increased costs for solvent, disposal costs, depreciation expense, fuel cost, and equipment rental, partially offset by an increase in the spread between the netback (sales price net of freight impact) on our base oil sales and the price paid/charged to our customers for the collection of their used oil. Our corporate SG&A expense as a percentage of revenue decreased slightly to 11.9% from 12.1% of revenue in the fourth quarter of 2021 mainly due to higher revenue and lower share-based compensation expense.

Net income was $27.6 million, or $1.16 per diluted share, for the fourth quarter of 2022. This compares to net income of $18.1 million, or $0.77 per diluted share, in the year earlier quarter. Adjusted net income for the quarter was $18.8 million. The most significant adjustment to net earnings was subtracting a $12.2 million gain from the revaluation of one of our investments.

Fiscal 2022 Review

In 2022, we generated $709.3 million in revenue compared to prior year revenue of $515.3 million, an increase of $194.0 million, or 37.6%. The Company’s 2022 fiscal year was comprised of 254 working days compared to 253 working days in fiscal 2021. On a sales-per-working day basis, revenue increased approximately 37.1% in fiscal 2022 compared to the prior year. This increase in revenue was due to the increase in base oil pricing in our Oil Business segment and the continued reopening of the U.S. economy from the COVID-19 pandemic as well as  inorganic growth in the Environmental Services segment.

Our operating margin percentage for 2022 was 26.2% compared to 28.0% operating margin in fiscal 2021. The decrease was mainly due to increased costs for solvent, disposal costs, depreciation expense, fuel costs, equipment rental, and hydrogen expense, partially offset by an increase in the spread between the netback on our base oil sales and the price paid/charged to our customers for the removal of their used oil. Corporate SG&A expense for fiscal 2022 was 11.2% of revenue, compared to 12.1% of revenue in fiscal 2021.

Net income for fiscal 2022 was $84.8 million, or $3.58 per diluted share, compared to net income of $60.9 million, or $2.59 per diluted share, for fiscal 2021. Adjusted net income for the year was $78.8 million.

Segments

Our Environmental Services segment includes parts cleaning, hazardous and non-hazardous waste disposal, wastewater vacuum, antifreeze recycling, industrial and field services, and emergency and spill response. The Environmental Services segment reported revenue of $165.8 million, an increase of $62.2 million, or 60.0%, during the fourth quarter of fiscal 2022 compared to the fourth quarter of fiscal 2021. The increase in revenue was mainly due to the continued reopening of the U.S. economy post the COVID-19 pandemic as well as revenue from an acquisition made during the third quarter of fiscal 2022. We experienced revenue increases across a majority of our service lines in the segment during the fourth quarter of fiscal 2022 when compared to the fourth quarter of 2021. On a sales-per-working day basis, Environmental Services segment revenue increased approximately 57.9% compared to the prior year quarter.

Profit before corporate SG&A expense in the Environmental Services segment during the fourth quarter was $35.1 million and as a percentage of revenue was 21.2% compared to 22.0% in the year ago quarter. The decline in margin on a percentage basis was mainly due to higher fuel costs, solvent expenses, and equipment rental expense.

During fiscal 2022, Environmental Services segment revenue increased $130.9 million, or 41.1%, compared to fiscal 2021, while our 2022 profit before corporate SG&A expense as a percentage of revenue was 20.9% compared to 23.6% in fiscal 2021.

President and CEO Brian Recatto commented, “Due to the inflationary pressure we continue to face in various parts of our Environmental Services segment, we implemented another price increase in December of 2022. Implementation of this increase should help improve our operating margin during 2023.”

Our Oil Business segment includes used oil collection activities, sales of recycled fuel oil, and re-refining activities. During the fourth quarter of fiscal 2022, Oil Business revenues increased 14.3% to $75.3 million compared to the fourth quarter of fiscal 2021. An increase in our base oil netback was the main driver of the increase in revenue. On a sales-per-working day basis, our Oil Business segment revenue increased approximately 12.9% compared to the prior year quarter.

Our Oil Business segment operating margin percentage decreased to 26.4% in the fourth quarter of 2022 compared to 33.7% during the same period of 2021. The decrease in operating margin was mainly due to increased costs related to transportation and hydrogen partially offset by an increase in the spread between the netback on our base oil sales and the price paid/charged to our customers for the removal of their used oil.

Full year 2022 Oil Business segment revenue increased by 32.0% compared to fiscal 2021, while operating margin also slightly increased to 35.3% compared to 35.2% in fiscal 2021.

Recatto commented, “Despite the significant decline in base oil netback compared to the third quarter, base oil netback during the fourth quarter remained above our netback for the fourth quarter of 2021. The higher netback allowed us to increase our spread on a year-over-year basis and generate better than expected operating margin during the quarter. For the year, we are very pleased with the record annual revenue and profitability in the Oil Business segment.”

The complete 2022 fourth quarter and 2022 fiscal year results can be found on our financial releases page.

Heritage-Crystal Clean, Inc. to Hold 2022 Fourth Quarter and Year-End Conference Call

Hoffman Estates, IL., February 15, 2023 — Heritage-Crystal Clean, Inc. (Nasdaq:HCCI) plans to release its financial results for the fourth quarter of 2022 and for the full fiscal year, which ended December 31, 2022, after the market close on Wednesday, March 1, 2023.

The company will host a conference call on Thursday, March 2, 2023 at 9:30 AM Central Time, during which management will give a presentation focusing on the Company’s operations and financial results.

Interested parties can listen to the audio webcast available through our company website, https://crystal-clean.com/investor-relations/, and can participate on the call by dialing (888) 440-4149. After dialing the number, you will be required to provide the following passcode before being joined to the conference call: 8889427.

To register for the webcast of the conference call, visit https://events.q4inc.com/attendee/245611812