Heckmann Corporation Announces Shareholder Approval of Power Fuels Merger and Third Quarter 2012 Financial Results

  Heckmann Corporation Announces Shareholder Approval of Power Fuels Merger
  and Third Quarter 2012 Financial Results

  Heckmann Shareholders Approve Issuance of Shares in Connection with Power
                                 Fuels Merger

 Heckmann Reports $93.1 Million in Revenues, Up 95% Year-Over-Year and $17.3
              Million in Adjusted EBITDA, Up 57% Year-Over-Year

 Combined Heckmann and Power Fuels Pro Forma Third Quarter Revenues of $189.6
Million, Adjusted EBITDA of $53.4 Million and Net Cash Capital Expenditures of
                                 $7.3 Million

      Pro Forma Liquidity As of September 30, 2012 was $178.5 Million^1

Business Wire

SCOTTSDALE, Ariz. -- November 09, 2012

Heckmann Corporation (NYSE: HEK) today announced that its shareholders have
approved all proposals at its Special Meeting of Stockholders, including the
issuance of shares of its common stock in connection with the previously
announced merger with Power Fuels. The Power Fuels proposal was supported by
over 95% of Heckmann shareholders voting at a special shareholder meeting held
this morning in Scottsdale, Arizona.

“The Power Fuels merger significantly enhances our Company and gives us a
leading environmental position in the Bakken Shale area, an oil basin in North
Dakota,” commented Mr. Richard J. Heckmann, Chairman and Chief Executive
Officer of Heckmann Corporation. “Our customers are telling us loud and clear
what they want from us – a national, multi-basin, professional environmental
services company that can transport, treat, recycle and dispose of their waste
products with a one-stop, full cycle solution. By merging with Power Fuels, we
have an operating presence and transportation and logistics network in every
significant unconventional basin. We will have immediate size and scale, and
over 70% of our shale-related revenues of our combined businesses will be
derived from oil and liquids exploration, which will mitigate the impact of
low natural gas prices on our business.”

Heckmann also announced the following financial results for the third quarter
ended September 30, 2012.^2 The numbers below do not include the Power Fuels
results. A presentation reviewing the quarter's results has been posted to the
Company's web site at www.heckmanncorp.com.

  *Revenues were $93.1 million and increased sequentially from the second
    quarter of 2012, with increased revenue in both the Fluids Management
    Division (formerly Heckmann Water Resources, or HWR) and the Recycling
    Division (formerly Heckmann Environmental Services, or HES).
  *Adjusted EBITDA^3 was $17.3 million – adjustments relate only to
    stock-based compensation, transaction costs and a loss on the disposal of
    assets, and did not consider any operating adjustments as had been
    recorded in past quarters. GAAP EBITDA also increased sequentially.
  *Cash balance increased by $6.5 million during the quarter to $11.7 million
    at quarter end, more than doubling.
  *Capital expenditures excluding acquisitions during the third quarter were
    $7.0 million – net cash capital expenditures (after asset sales) were $1.9
    million.
  *During the quarter, the Company completed the acquisition of a majority
    interest in Appalachian Water Services, LLC (AWS), a wastewater treatment
    and recycling facility in the Marcellus Shale area, for approximately 3.3
    million shares of Heckmann common stock.

“In the third quarter, we continued to improve our business despite a
challenging operating environment,” said Mr. Heckmann. “We increased our
revenue in both our Fluids Management and Recycling divisions while spending
minimal capital and more than doubling our cash balance.

“As we said in our second quarter call, we saw a difficult business outlook
looming for the second half of 2012 due to low natural gas prices, and
geopolitical concerns, as well as an uncertain political environment in the
U.S., including the lack of resolution surrounding the ‘fiscal cliff,’ all of
which impacted the spending decisions of our customers. Additionally, a number
of our customers spent a considerable amount of their 2012 budgets in the
first half of the year, and due to these factors, were not inclined to
increase budgets in the second half of the year. We significantly cut our own
capital expenditures and built our cash position as a result.

“The fact that we were able to grow our revenue during the quarter while
spending minimal capital speaks to the differentiation of our business model,
as well as the recurring nature of our revenue stream.

“We anticipate the Power Fuels merger will close shortly. We were very pleased
with how the Bakken business performed during the third quarter. The Power
Fuels business had a strong first half of 2012, and we have tried to be clear
that we believed there would be some moderation in the back half of 2012 as
customers in the Bakken Shale worked to keep up with the pace of the first six
months of the year, and taking normal holiday schedules into consideration.
Additionally, the Power Fuels merger results in a significantly de-levered
balance sheet with increased liquidity.”

Some highlights of the third quarter of 2012 for Power Fuels include revenues
of $96.5 million, EBITDA of $36.1 million and capital expenditures of $15.4
million, or $5.4 million of net cash capital expenditures (net of cash
proceeds from asset sales).

Mark Johnsrud, Chief Executive Officer of Power Fuels, said, “I have spent the
past seven years building Power Fuels. Both the legacy Heckmann business and
Power Fuels have spent a substantial amount of capital creating the leading
transportation and logistics networks in every major shale basin in the United
States. Going forward, the task will be to maximize our utilization of that
network and our combined company will have the scale to do that. We can
accomplish this by adding additional environmental services offerings to drive
our margins and return on invested capital. The AWS transaction that the
Company completed during the third quarter is a good example.”

Mr. Heckmann added: “As we have previously announced, effective with the close
of the Power Fuels merger, I will assume the role of Executive Chairman of the
Board of Directors and Mark Johnsrud will become the Chief Executive Officer
of our Company. Mark is one of the best operators I have come across in my
business career. He built Power Fuels from a company with less than $6 million
of revenue to one with over $350 million in just seven years, while taking no
outside equity investments, no partners, and did it all by internal growth in
his market area. As you can see from his business’ margin and return profile,
he and his team know this industry and know how to operate. Having him and his
operating team onboard is something we are very excited about, and we believe
there are best practices developed by both Power Fuels and Heckmann that we
can draw from and apply to our combined company.”

Operational Update

Fluids Management Division (formerly Heckmann Water Resources, or HWR)

Heckmann’s Fluids Management Division owns both produced water and fresh water
pipelines, which are operated for shale gas and oil producers in Louisiana and
Texas. The Fluids Management Division also transports, stores, processes and
disposes environmentally regulated water primarily throughout Texas,
Louisiana, Mississippi, Oklahoma, Pennsylvania, West Virginia and Ohio.
Currently, the Fluids Management Division provides water transfer services in
Louisiana, Texas, Pennsylvania and Ohio.

During the third quarter revenue from the Fluids Management Division grew to
$59.2 million. Excluding the transformative impact that the Power Fuels merger
will have on the business, the majority of Fluids Management’s revenues came
from basins that are natural-gas focused, and the natural gas industry
continues to be challenging – during the third quarter, NYMEX natural gas
averaged under $3.00 per mcf. While the current price is over 20% higher, and
the Company is beginning to see the positive effects of that, the low prices
resulted in a number of customers slowing down activity, with both customers
and competitors moving assets from dry gas to oil basins, which impacted
pricing and utilization in the segment.

In the Marcellus Shale, revenue increased in the third quarter as compared to
the second quarter. The Fluids Management Division has a strong relationship
with two large integrated oil companies with significant operations in the
area, and currently has a significant number of trucks dedicated to those
accounts, which helps the Company’s utilization and margin profile. These
customers have very stringent safety requirements and require each new driver
to go through significant safety training before working independently on
their acreage. One of the customers is planning on increasing its operations,
and during the third quarter Fluids Management incurred costs as a result of
driver hiring and training. These costs were not added back for purposes of
the Adjusted EBITDA calculation for the quarter. The Company expects
significant growth in early 2013 as a result of this investment.

The Company is currently expanding its operations in the Utica Shale area.
During the third quarter, the Company acquired its first disposal well, which
will be put into service in the fourth quarter and entered into a contract for
a second disposal well, which is expected to close in the fourth quarter. The
Company also began trucking operations in the Utica Shale area, which are
projected to expand during the coming months. In addition, disposal well
capacity in eastern Ohio for production water from Pennsylvania continues to
be critical, particularly as activity in the Utica Shale area increases. The
Company continues to hire drivers and disposal personnel and also expects to
continue to invest in additional assets in this region in advance of the
projected growth of many of our customers in the area.

In the Haynesville Shale area, business remains stable. Approximately 90% of
the Company’s revenue in the Haynesville Shale area is derived from produced
water where pricing remains stable. Revenue and margin in the third quarter in
the Haynesville Shale area was sequentially flat with the second quarter. The
Company’s pipeline and disposal network in the Haynesville Shale area remain a
strong competitive advantage, particularly in an environment of low natural
gas prices like those seen in the third quarter.

The Haynesville Shale area pipeline system continues to generate recurring
revenue for the Company, with volume and revenues flat sequentially in the
third quarter as compared to the second quarter. During the second and third
quarters, volume remained steady at 50,000 average barrels per day, which is
up from an average of 42,000 average barrels per day in the first quarter of
2012. The pipeline and disposal capacity in the Haynesville Shale area are
highly strategic assets for the Company, and provide a stable and recurring
revenue base driven by produced water from natural gas wells that are already
drilled.

In the Eagle Ford Shale, the Company continues to grow its operations with
driver head count growing 26% during the third quarter. The Company now has 5
disposal wells, up from 3 at the beginning of the year, with an additional two
approved disposal well permits in hand and believes that this shale basin will
continue to provide growth in the coming quarters.

In the Barnett Shale area, the Company experienced increased revenue during
the third quarter, although margins remain tight relative to other shale areas
due to the current natural gas pricing environment.

To execute on the Company’s strategy of leveraging its national transportation
and logistics network in the shales by adding additional environmental
services offerings, in September the Company acquired a 51% interest in
Appalachian Water Services, LLC (AWS) in exchange for approximately 3.3
million shares of Heckmann common stock. AWS is a water treatment facility
focused on the treatment and recycling of flowback water, with the treated
water being re-used for hydraulic fracturing. The plant has total capacity of
approximately 12,000 barrels per day and its current utilization rate is
approximately 3,000 barrels per day, so AWS is well positioned for near-term
growth as key customers continue to move toward flow back water treatment and
re-use as opposed to the more expensive alternative of hauling water to Ohio
for disposal. The Company also sees the opportunity to use technology to
reduce the amount of waste generated and reuse rather than dispose.

During the third quarter, the Company also established operations in the
Mississippian Lime Shale area in Kansas and Oklahoma. The Company established
and began operations in the area with three yards, and added trucks to the
area, and also plans on leveraging the Power Fuels rental model by introducing
rental assets to its service offering in the area. The Company did not add
back any of these startup costs to its Adjusted EBITDA calculation.

The Recycling Division (formerly Heckmann Environmental Services, or HES)

Heckmann’s Recycling Division, formerly Thermo Fluids Inc., is a route-based
environmental services and waste recycling solutions company focused primarily
on the collection and recycling of used motor oil (“UMO”).

The Recycling Division continues to perform strongly for the Company
generating third quarter revenues of $33.8 million and has exceeded the
Company’s expectations relative to when the acquisition occurred in April of
2012. During the third quarter of 2012, revenue for HES increased over the
third quarter of 2011 by over 14%. In the third quarter, generator volume was
up slightly year-over-year. Total oil volume sold was down slightly due to
rail delivery disruption associated with Hurricane Isaac and less oil
purchased from third party collectors. During the quarter, the division
finalized a new contract with one of the largest oil re-refineries in the
United States, which will contribute approximately $5 million in incremental
annualized EBITDA. The Company also significantly increased its sales
headcount in California to improve penetration in this new geographic market,
which has developed an annualized growth pipeline in excess of the annualized
pro forma volume collected by the Company’s recent acquisition. In the fourth
quarter, the Company is bringing on-line an antifreeze remanufacturing plant,
which will double its plant capacity, and an oil filter processing plant in
Texas. The projects are expected to generate ROIC of approximately 120% and
60%, respectively. The Company is very positive about the trajectory of this
business moving forward.

Third Quarter 2012 Financial Review

Total revenues for the third quarter of 2012 were $93.1 million, compared to
$90.8 million in the second quarter of 2012 and $47.8 million in the third
quarter of 2011.

The Company reported a net loss from continuing operations of $(9.3) million,
or $(0.06) cents per share (based on 147,655,773 weighted average shares
outstanding). This compares to a net loss of $(10.5) million, or $(0.07) per
share (based on 145,359,846 weighted average shares outstanding), during the
second quarter of 2012, excluding the $21.1 million income tax benefit from a
partial valuation allowance reversal in the second quarter.

Adjusted EBITDA for the third quarter of 2012 was $17.3 million, compared to
Adjusted EBITDA of $19.3 million in the second quarter of 2012 and $11.0
million in the third quarter of 2011. During the third quarter of 2012,
adjustments to EBITDA included $0.9 million for stock-based compensation
expense, $1.4 million of transaction expenses relating primarily to the Power
Fuels merger, and $1.7 million of non-cash charges related to a loss on the
sale of legacy assets. The Company did not include any operational adjustments
to its Adjusted EBITDA calculation during the third quarter of 2012.

As of September 30, 2012, Heckmann Corporation’s total consolidated assets
were $826.8 million, and total equity was $470.1 million. Net working capital,
excluding cash, was $25.8 million. Cash and cash equivalents were $11.7
million, and total debt was $269.5 million composed of $248.7 million of
unsecured public notes and approximately $20.8 million of capital leases.

During the third quarter of 2012, capital expenditures, excluding
acquisitions, were $7.0 million, or $1.9 million of net cash capital
expenditures giving effect to asset sales during the quarter.

Heckmann and Power Fuels Integration Update

The Company’s strategy around the integration of the legacy Heckmann and
legacy Power Fuels businesses will be on maintaining existing regional offices
and maximizing the application of best practices across the combined Company.
With Power Fuels’ operations exclusively in the Bakken Shale area, and
Heckmann in most significant U.S. shale basins except the Bakken, the
companies had no operating overlap with each other. This is expected to ensure
smooth integration activity and the Company is not expecting cost synergies
from the merger. Back-office and accounting operations will remain in each
respective operating area to minimize business interruption and remain close
to the customer.

The Company does plan on putting each legacy Company on a common accounting
platform. This will allow the Company to implement its HEKnet™ water
management technology at Power Fuels. HEKnet is a proprietary technology that
provides operational efficiencies through the paperless collection and
submission of safety and compliance records, electronic invoicing and other
related data. As an example, the legacy Heckmann business transitioned a
customer to the technology and reduced the number of paper invoices from an
annual run-rate of approximately 18,000 down to 48.

From an operational standpoint, the Company plans to leverage best practices
across the combined platform. Specifically, the Company intends to review
opportunities to expand the Power Fuels rental business, which is a
high-margin business segment, to the basins in which Heckmann operates. The
Company is also going to review opportunities to use the Power Fuels trailer
configurations in legacy Heckmann areas to improve margins and efficiency. In
addition, the Company will ensure that HS&E conformity, purchasing, fleet
management, regulatory compliance, and benefits and insurance policies are
implemented Company-wide.

Conference Call and Webcast

The Company will host a conference call today at 1:00 p.m. ET (10:00 a.m. PT)
to provide commentary on its operational performance and outlook. To
participate on the conference call, please dial 877-941-2068 or 480-629-9712
and reference conference ID 4571770. An audio replay of the conference call
will be available approximately one hour after the conclusion of the call
through Friday, November 23, 2012. The audio replay can be accessed by dialing
800-406-7325 or 303-590-3030 and entering access code 4571770.

A presentation reviewing the quarter's results has been posted to the
Company's web site at www.heckmanncorp.com.

The call will be webcast live and the replay will be available for 12 months.
Both will be available in the “For Investors” section of the Heckmann
Corporation web site at www.heckmanncorp.com.

About Heckmann Corporation

Heckmann Corporation (HEK) is an environmental services company. Heckmann is
dedicated to the movement, treatment and disposal of water generated by energy
companies involved in the discovery and production of oil, natural gas liquids
and natural gas. Heckmann is also a one-stop-shop for collection and recycling
services for oily waste products, including used motor oil, oily wastewater,
spent antifreeze, used oil filters and parts washers. The Company is building
a national footprint across its environmental service offerings and has more
than 1,500 employees and operates in 52 locations in the United States.

Interested parties can access additional information about Heckmann on the
Company's web site at http://www.heckmanncorp.com, and in documents filed with
the United States Securities and Exchange Commission, on the SEC's web site at
http://www.sec.gov.

About Non-GAAP Financial Measures

This press release contains non-GAAP financial measures as defined by the
rules and regulations of the United States Securities and Exchange Commission.
A non-GAAP financial measure is a numerical measure of a company’s historical
or future financial performance, financial position or cash flows that
excludes amounts, or is subject to adjustments that have the effect of
excluding amounts, that are included in the most directly comparable measure
calculated and presented in accordance with GAAP in the statements of
operations, balance sheets, or statements of cash flows of the Company; or
includes amounts, or is subject to adjustments that have the effect of
including amounts, that are excluded from the most directly comparable measure
so calculated and presented. Reconciliations of these non-GAAP financial
measures to their comparable GAAP financial measures are included in the
attached financial tables.

These non-GAAP financial measures are provided because management of the
Company uses these financial measures in maintaining and evaluating the
Company’s ongoing financial results and trends. Management uses this non-GAAP
information as an indicator of business performance, and evaluates overall
management with respect to such indicators. Management believes that excluding
items such as acquisition expenses, amortization of intangible assets and
stock-based compensation, among other items that are inconsistent in amount
and frequency (as with acquisition expenses), or determined pursuant to
complex formulas that incorporate factors, such as market volatility, that are
beyond our control (as with stock-based compensation), for purposes of
calculating these non-GAAP financial measures facilitates a more meaningful
evaluation of the Company’s current operating performance and comparisons to
the past and future operating performance. The Company believes that providing
non-GAAP financial measures such as EBITDA, Adjusted EBITDA, adjusted net
income (loss), and adjusted net income (loss) per share, in addition to
related GAAP financial measures, provides investors with greater transparency
to the information used by the Company’s management in its financial and
operational decision-making. These non-GAAP measures should be considered in
addition to, but not as a substitute for, measures of financial performance
prepared in accordance with GAAP.

Forward-Looking Statements

This press release may contain "forward-looking statements" within the meaning
of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking statements.
Forward-looking statements in the press release include, without limitation
forecasts of growth, revenues, Adjusted EBITDA and pipeline expansion, and
other matters that involve known and unknown risks, uncertainties and other
factors that may cause results, levels of activity, performance or
achievements to differ materially from results expressed or implied by this
press release. Such risk factors include, among others: difficulties
encountered in acquiring and integrating businesses, including Thermo Fluids
Inc.; whether certain markets grow as anticipated; and the competitive and
regulatory environment. Additional risks and uncertainties are set forth in
the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2011, the Current Report on Form 8-K filed on April 10, 2012, as well as
the Company's other reports filed with the United States Securities and
Exchange Commission, including the Company's Proxy Statement filed on October
9, 2012, and are available at http://www.sec.gov/ as well as the Company's web
site at http://heckmanncorp.com/. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
of this presentation. All forward-looking statements are qualified in their
entirety by this cautionary statement. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.

^1 Pro Forma liquidity reflective of anticipated new $325 million credit
facility, with a $146.5 million drawn to fund a portion of the cash
consideration of the Power Fuels merger.

^2 On September 30, 2011 Heckmann completed the divestiture of China Water &
Drinks, Inc., which formed the Company’s bottled water business segment. The
Company reclassified its bottled water segment as discontinued operations in
2011 and its comparable period results reflect this change.

^3 A reconciliation of net income to Adjusted EBITDA is included in the tables
below.

HECKMANN CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
                                             September 30,    December 31,
                                              2012                2012
ASSETS
Current Assets
Cash and cash equivalents                     $  11,677           $  80,194
Marketable securities                            -                   5,169
Accounts receivable, net                         82,802              47,985
Inventories                                      3,198               760
Prepaid expenses and other receivables           5,958               4,519
Other current assets                            3,566              1,044
Total current assets                            107,201            139,671
Property, plant and equipment, net               332,769             270,054
Equity investments                               7,682               7,682
Intangible assets, net                           72,941              29,489
Goodwill                                         295,634             90,008
Other                                           10,596             2,777
TOTAL ASSETS                                  $  826,823          $  539,681
                                                                     
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable                              $  28,939           $  19,992
Accrued expenses                                 16,764              11,002
Accrued interest                                 11,836              691
Current portion of contingent consideration      7,571               5,730
Current portion of long-term debt               4,647              11,914
Total current liabilities                        69,757              49,329
Deferred income taxes                            7,424               6,880
Long-term debt, less current portion             264,869             132,156
Long-term contingent consideration               4,645               7,867
Other long-term obligations                      8,769               -
Other long-term liabilities                      1,273               1,639
                                                                     
Commitments and contingencies
                                                                     
Equity:
Preferred stock, $0.001 par value,
1,000,000 shares authorized; no shares           -                   -
issued or outstanding
Common stock, $0.001 par value: 500,000,000
authorized, 171,016,447 shares issued and
156,707,884 shares outstanding at September      170                 139
30, 2012 and 139,163,067 shares issued and
124,854,504 shares outstanding at December
31, 2011
Additional paid-in capital                       945,593             814,875
Purchased warrants                               (6,844)             (6,844)
Treasury stock                                   (19,503)            (19,503)
Accumulated deficit                              (449,330)           (446,865)
Accumulated other comprehensive income          -                  8
Total equity of Heckmann Corporation            470,086            341,810
TOTAL LIABILITIES AND EQUITY                  $  826,823          $  539,681

HECKMANN CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands)
(Unaudited)
                                                           
                      Three Months Ended               Nine Months Ended
                      September 30,                    September 30,
                         2012          2011              2012         2011
                                                                      
Revenue               $  93,050      $ 47,768          $ 238,778    $ 105,166
Cost of goods            76,633        35,790            200,316      78,666
sold
Gross profit             16,417        11,978            38,462       26,500
General and
administrative           15,873        9,324             39,043       22,979
expenses
Income (loss)            544           2,654             (581)        3,521
from operations
Interest income          (6,968)       (1,423)           (15,930)     (2,570)
(expense), net
Loss from
equity method            -             -                 -            (462)
investment
Other, net               (2,287)       2,479             (5,203)      2,876
Income (loss)
before income            (8,711)       3,710             (21,714)     3,365
taxes
Income tax
benefit                  (634)         (1,116)           19,249       (993)
(expense)
Net income
(loss) from              (9,345)       2,594             (2,465)      2,372
continuing
operations
Loss from
discontinued             -             (23,668)          -            (22,898)
operations, net
of tax
Net loss
attributable to       $  (9,345)     $ (21,074)        $ (2,465)    $ (20,526)
common
stockholders

HECKMANN CORPORATION AND SUBSIDIARIES
Reconciliation of adjusted EBITDA from continuing operations
(in millions)
(Unaudited)
                                                        
                               Three months
                               September 2011     June 2012     September 2012
                                                                      
Net income (loss) from         $     2.6          $  10.7       $     (9.3)
continuing operations
Income tax (benefit)                 1.1             (20.3)           0.6
expense
Add: interest expense                1.4             6.8              7.0
depreciation                         6.7             10.0             9.7
amortization                        0.9            4.9             5.3
EBITDA                              12.7           12.1            13.3
Stock based compensation             0.4             0.8              0.9
Transaction costs and                0.5             1.9              1.4
other
Earn-out adjustments                 (2.6)           -                -
Start-up & training                  -               2.0              -
costs
Write off of deferred                -               2.5              -
financing costs
Loss on disposal of                 -              -               1.7
fixed assets
Adjusted EBITDA from           $     11.0         $  19.3       $     17.3
continuing operations

Contact:

Investor Relations:
The Piacente Group, Inc.
Brandi Piacente, 212-481-2050
heckmann@tpg-ir.com