Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURTIES EXCHANGE ACT OF 1934

 

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

 

 

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

FOR THE TRANSTION PERIOD FROM              TO              

 

Commission File Number 0-16379

 


 

CLEAN HARBORS, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

04-2997780

(State of Incorporation)

 

(IRS Employer Identification No.)

 

 

 

42 Longwater Drive, Norwell, MA

 

02061-9149

(Address of Principal Executive Offices)

 

(Zip Code)

 

(781) 792-5000
(Registrant’s Telephone Number, Including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  x No  o

 

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

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, $.01 par value

 

23,527,234

(Class)

 

(Outstanding at August 7, 2008)

 

 

 



Table of Contents

 

CLEAN HARBORS, INC.

 

QUARTERLY REPORT ON FORM 10-Q

 

TABLE OF CONTENTS

 

 

 

Page No.

PART I: FINANCIAL INFORMATION

 

 

ITEM 1: Financial Statements

 

 

Consolidated Balance Sheets

 

1

Unaudited Consolidated Statements of Operations

 

3

Unaudited Consolidated Statements of Cash Flows

 

4

Unaudited Consolidated Statements of Stockholders’ Equity

 

5

Notes to Consolidated Financial Statements

 

6

 

 

 

ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

23

 

 

 

ITEM 3: Quantitative and Qualitative Disclosures About Market Risk

 

35

 

 

 

ITEM 4: Controls and Procedures

 

36

 

 

 

PART II: OTHER INFORMATION

 

 

 

 

 

Items No. 1 through 6

 

37

Signatures

 

38

 



Table of Contents

 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

(in thousands)

 

 

 

June 30,
2008

 

December 31,
2007

 

 

 

(unaudited)

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

281,893

 

$

119,538

 

Marketable securities

 

438

 

850

 

Accounts receivable, net of allowances aggregating $6,475 and $6,105, respectively

 

185,228

 

193,126

 

Unbilled accounts receivable

 

10,235

 

14,703

 

Deferred costs

 

5,795

 

7,359

 

Prepaid expenses and other current assets

 

11,369

 

10,098

 

Supplies inventories

 

24,660

 

22,363

 

Deferred tax assets

 

11,497

 

11,491

 

Properties held for sale

 

374

 

910

 

Total current assets

 

531,489

 

380,438

 

Property, plant and equipment:

 

 

 

 

 

Land

 

26,632

 

22,273

 

Asset retirement costs (non-landfill)

 

1,786

 

1,438

 

Landfill assets

 

34,937

 

29,925

 

Buildings and improvements

 

122,457

 

112,469

 

Vehicles

 

31,629

 

22,854

 

Equipment

 

300,053

 

274,619

 

Furniture and fixtures

 

1,632

 

1,454

 

Construction in progress

 

15,263

 

18,702

 

 

 

534,389

 

483,734

 

Less—accumulated depreciation and amortization

 

238,871

 

221,133

 

 

 

295,518

 

262,601

 

Other assets:

 

 

 

 

 

Long-term investments

 

6,625

 

8,500

 

Deferred financing costs

 

5,228

 

5,881

 

Goodwill

 

22,523

 

21,572

 

Permits and other intangibles, net of accumulated amortization of $39,035 and $36,443, respectively

 

77,805

 

74,809

 

Deferred tax assets

 

12,158

 

12,176

 

Other

 

3,842

 

3,911

 

 

 

128,181

 

126,849

 

Total assets

 

$

955,188

 

$

769,888

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1



Table of Contents

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

(in thousands except per share amounts)

 

 

 

June 30,
2008

 

December 31,
2007

 

 

 

(unaudited)

 

 

 

Current liabilities:

 

 

 

 

 

Uncashed checks

 

$

7,531

 

$

5,489

 

Current portion of long-term debt

 

69,224

 

 

Current portion of capital lease obligations

 

482

 

1,251

 

Accounts payable

 

72,273

 

81,309

 

Deferred revenue

 

23,492

 

29,730

 

Other accrued expenses

 

65,878

 

65,789

 

Current portion of closure, post-closure and remedial liabilities

 

22,795

 

18,858

 

Income taxes payable

 

 

8,427

 

Total current liabilities

 

261,675

 

210,853

 

Other liabilities:

 

 

 

 

 

Closure and post-closure liabilities, less current portion of $5,896 and $5,527, respectively

 

25,877

 

24,202

 

Remedial liabilities, less current portion of $16,899 and $13,331, respectively

 

138,634

 

141,428

 

Long-term debt

 

51,557

 

120,712

 

Capital lease obligations, less current portion

 

556

 

1,520

 

Unrecognized tax benefits and other long-term liabilities

 

71,979

 

68,276

 

Total other liabilities

 

288,603

 

356,138

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $.01 par value:

 

 

 

 

 

Authorized 40,000,000 shares; issued and outstanding 23,367,030 and 20,327,533 shares, respectively

 

234

 

203

 

Treasury stock

 

(1,557

)

(1,170

)

Additional paid-in capital

 

346,585

 

166,653

 

Accumulated other comprehensive income

 

15,026

 

17,498

 

Retained earnings

 

44,622

 

19,713

 

Total stockholders’ equity

 

404,910

 

202,897

 

Total liabilities and stockholders’ equity

 

$

955,188

 

$

769,888

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

2



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CLEAN HARBORS, INC. AND SUBSIDIARIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(in thousands except per share amounts)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

265,259

 

$

238,708

 

$

507,768

 

$

443,732

 

Cost of revenues (exclusive of items shown separately below)

 

178,384

 

165,282

 

348,578

 

316,886

 

Selling, general and administrative expenses

 

43,496

 

38,196

 

82,666

 

69,551

 

Accretion of environmental liabilities

 

2,726

 

2,554

 

5,396

 

5,028

 

Depreciation and amortization

 

10,806

 

9,049

 

21,281

 

17,987

 

Income from operations

 

29,847

 

23,627

 

49,847

 

34,280

 

Other (expense) income

 

59

 

(5

)

(45

)

1

 

Interest (expense), net of interest income of $1,431 and $2,493 for the quarter and year-to-date ending 2008 and $753 and $1,548 for the quarter and year-to-date ending 2007, respectively

 

(2,515

)

(3,695

)

(5,900

)

(6,879

)

Income before provision for income taxes

 

27,391

 

19,927

 

43,902

 

27,402

 

Provision for income taxes

 

11,404

 

8,739

 

18,993

 

12,713

 

Net income

 

15,987

 

11,188

 

24,909

 

14,689

 

Dividends on Series B preferred stock

 

 

69

 

 

138

 

Net income attributable to common stockholders

 

$

15,987

 

$

11,119

 

$

24,909

 

$

14,551

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic income attributable to common stockholders

 

$

0.71

 

$

0.56

 

$

1.16

 

$

0.74

 

Diluted income attributable to common stockholders

 

$

0.70

 

$

0.54

 

$

1.14

 

$

0.71

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

22,437

 

19,817

 

21,392

 

19,773

 

Weighted average common shares outstanding plus potentially dilutive common shares

 

22,936

 

20,661

 

21,907

 

20,683

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3



Table of Contents

 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(in thousands)

 

 

 

Six Months
Ended June 30,

 

 

 

2008

 

2007

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

24,909

 

$

14,689

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

Depreciation and amortization

 

21,281

 

17,987

 

Allowance for doubtful accounts

 

50

 

(410

)

Amortization of deferred financing costs and debt discount

 

1,076

 

1,001

 

Accretion of environmental liabilities

 

5,396

 

5,028

 

Changes in environmental liability estimates

 

(255

)

(1,666

)

Deferred income taxes

 

(41

)

(5,056

)

Stock-based compensation

 

1,785

 

1,967

 

Excess tax benefit of stock-based compensation

 

(2,598

)

 

Income tax benefits related to stock option exercises

 

2,618

 

 

(Gain) loss on sale of fixed assets and assets held for sale

 

45

 

(1

)

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

10,370

 

(6,373

)

Other current assets

 

3,474

 

(6,189

)

Accounts payable

 

(9,144

)

(5,830

)

Other current liabilities

 

(12,631

)

3,616

 

Environmental expenditures

 

(4,054

)

(3,435

)

Net cash from operating activities

 

42,281

 

15,328

 

Cash flows from investing activities:

 

 

 

 

 

Additions to property, plant and equipment

 

(30,085

)

(15,852

)

Acquisitions, net of cash acquired

 

(27,583

)

(1,487

)

Costs to obtain or renew permits

 

(1,354

)

(112

)

Proceeds from sales of fixed assets and assets held for sale

 

65

 

442

 

Sales of marketable securities

 

4,350

 

 

Purchase of available-for-sale securities

 

(2,374

)

(1,035

)

Net cash from investing activities

 

(56,981

)

(18,044

)

Cash flows from financing activities:

 

 

 

 

 

Change in uncashed checks

 

2,077

 

3,037

 

Proceeds from exercise of stock options

 

1,214

 

1,193

 

Proceeds from employee stock purchase plan

 

776

 

542

 

Payments on capital leases

 

(1,707

)

(870

)

Proceeds from issuance of common stock, net

 

173,570

 

 

Excess tax benefit of stock-based compensation

 

2,598

 

 

Deferred financing costs paid

 

 

(32

)

Dividend payments on preferred stock

 

 

(138

)

Other

 

 

(69

)

Net cash from financing activities

 

178,528

 

3,663

 

Effect of exchange rate changes on cash

 

(1,473

)

2,859

 

Increase in cash and cash equivalents

 

162,355

 

3,806

 

Cash and cash equivalents, beginning of period

 

119,538

 

73,550

 

Cash and cash equivalents, end of period

 

$

281,893

 

$

77,356

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

Cash payments for interest and income taxes:

 

 

 

 

 

Interest paid

 

$

7,289

 

$

3,835

 

Income taxes paid

 

22,564

 

8,223

 

Non-cash investing and financing activities:

 

 

 

 

 

Property, plant and equipment accrued

 

$

4,272

 

$

3,608

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


 


Table of Contents

 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

(in thousands)

 

 

 

Common Stock

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Number
of
Shares

 

$ 0.01
Par
Value

 

Treasury
Stock

 

Additional
Paid-in
Capital

 

Comprehensive
Income

 

Other
Comprehensive
Income

 

Retained
Earnings

 

Total
Stockholders’
Equity

 

Balance at January 1, 2008

 

20,328

 

$

203

 

$

(1,170

)

$

166,653

 

 

 

$

17,498

 

$

19,713

 

$

202,897

 

Net income

 

 

 

 

 

$

24,909

 

 

24,909

 

24,909

 

Unrealized loss on long-term investments, net of taxes (see Note 2)

 

 

 

 

 

(232

)

(232

)

 

(232

)

Unrealized gain on securities, net of taxes

 

 

 

 

 

69

 

69

 

 

69

 

Foreign currency translation

 

 

 

 

 

(2,309

)

(2,309

)

 

(2,309

)

Comprehensive income

 

 

 

 

 

$

22,437

 

 

 

 

Stock-based compensation

 

15

 

 

 

1,785

 

 

 

 

 

1,785

 

Issuance of restricted shares, net of shares remitted

 

6

 

 

(387

)

 

 

 

 

 

 

(387

)

Exercise of stock options

 

124

 

2

 

 

1,212

 

 

 

 

 

1,214

 

Issuance of common stock, net of issuance costs of $547

 

2,875

 

29

 

 

173,541

 

 

 

 

 

173,570

 

Tax benefit on exercise of stock options

 

 

 

 

2,618

 

 

 

 

 

2,618

 

Employee stock purchase plan

 

19

 

 

 

776

 

 

 

 

 

776

 

Balance at June 30, 2008

 

23,367

 

$

234

 

$

(1,557

)

$

346,585

 

 

 

$

15,026

 

$

44,622

 

$

404,910

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5



Table of Contents

 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(1) BASIS OF PRESENTATION

 

The accompanying consolidated interim financial statements include the accounts of Clean Harbors, Inc. and its wholly-owned subsidiaries (collectively, “Clean Harbors” or the “Company”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and, in the opinion of management, include all adjustments which, except as described elsewhere herein, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in connection with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

 

Certain reclassifications have been made to Note 16, “Segment Reporting” and Note 17, “Guarantor and Non-Guarantor Subsidiaries” prior year information to conform to the current year presentation.

 

(2) RECENT ACCOUNTING PRONOUNCEMENTS

 

In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. The Company has adopted the provisions of SFAS 157 as of January 1, 2008. Although the adoption of SFAS 157 did not materially impact its financial condition, results of operations, or cash flow, the Company is now required to provide additional disclosures as part of its financial statements.  In February 2008, the FASB issued FASB Staff Position (“FSP”)  No. 157-2 (“FSP SFAS No. 157-2”) which delays the effective date of SFAS 157 for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, for one year.  The Company expects the application of the fair value framework established by SFAS 157 to non-financial assets and liabilities measured on a non-recurring basis will not have a material impact on its consolidated financial statements.

 

SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

As of June 30, 2008, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included, but were not limited to, the Company’s auction rate securities classified as available for sale and reflected at fair value.  The fair values of these securities as of June 30, 2008 were estimated utilizing a discounted cash flow analysis or significant other observable inputs.  The discounted cash flow analyses considered, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the timing of expected future cash flows, and the expectation of the next time the security is expected to have a successful auction.  These securities were also compared, when possible, to other observable market data with similar characteristics to the securities held by the Company.  Prior to January 1, 2008, fair value was based on quoted market prices in the auction rate security markets.

 

As of June 30, 2008, all of the Company’s auction rate securities continue to have AAA underlying ratings. The  underlying assets of the Company’s auction rate securities are student loans, which are substantially insured by the Federal Family Education Loan Program.  As a result of the temporary declines in fair value for the Company’s auction rate securities, which the Company attributes to liquidity issues rather than credit issues, the Company has recorded an unrealized pre-tax gain of $0.5 million and a pre-tax loss of $0.4 million during the three- and six-month periods ended June 30, 2008, respectively.  The year-to-date unrealized loss resulted in an after tax reduction for the six-month period ended June 30, 2008 of $0.2 million to accumulated other comprehensive income.  The Company assessed this decline in value to be temporary due to the relatively short period of time and the extent to which the fair value has been less than par, the financial condition and near-term prospects of the underlying issuers, and the anticipated recovery in the market value.  As of June 30, 2008, the Company continued to earn interest on all of its auction rate security instruments.  Any future fluctuation in fair value related to these instruments that the Company deems to be temporary, including any recoveries of previous write-downs, would be recorded to accumulated other comprehensive income.  If the Company determines that any future fair value adjustments were other than temporary, it would record a charge to earnings as appropriate.

 

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Table of Contents

 

The Company’s assets measured at fair value on a recurring basis subject to the disclosure requirements of SFAS 157 at June 30, 2008, were as follows (in thousands):

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

 

Significant Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Balance at
June 30, 2008

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities

 

$

 

$

 

$

6,625

 

$

6,625

 

Marketable securities

 

$

438

 

$

 

$

 

$

438

 

 

Based on market conditions, the Company changed its valuation methodology for auction rate securities to a discounted cash flow analysis or significant other observable inputs, during first quarter 2008.  Accordingly, these securities changed from Level 1 to either Level 2 or Level 3 within SFAS 157’s hierarchy since the Company’s initial adoption of SFAS 157 at January 1, 2008.

 

The following table presents the Company’s long-term investments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as defined in SFAS 157 at June 30, 2008 (in thousands):

 

 

 

2008

 

Balance at January 1, 2008

 

$

 

Transfer to Level 3 from Level 1

 

7,000

 

Unrealized losses included in other comprehensive income

 

(884

)

Balance at March 31, 2008

 

6,116

 

Unrealized gains included in other comprehensive income

 

509

 

Balance at June 30, 2008

 

$

6,625

 

 

In April 2008, the FASB issued FASB Staff Position SFAS No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP SFAS No. 142-3”). FSP SFAS No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007), Business Combinations, and other US GAAP. FSP SFAS No. 142-3 is effective for the Company on January 1, 2009. The Company is evaluating the impact of adopting FSP SFAS No. 142-3 on the Company’s financial position and results of operations.

 

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, (“SFAS No. 162”), which becomes effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (“PCAOB”) amendments to US Auditing Standards (“AU”) Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with US GAAP. This standard is not expected to have an impact on the Company’s financial position, results of operations or cash flow.

 

In June 2008, the FASB Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 08-3, Accounting by Lessees for Maintenance Deposits under Lease Agreements (“EITF No. 08-3”). EITF No. 08-3 provides that all nonrefundable maintenance deposits paid by a lessee, under an arrangement accounted for as a lease, should be accounted for as a deposit. When the underlying maintenance is performed, the deposit is expensed or capitalized in accordance with the lessee’s maintenance accounting policy. Once it is determined that an amount on deposit is not probable of being used to fund future maintenance expense, it is recognized as additional rent expense at that time. EITF No. 08-3 is effective for the Company on January 1, 2009. The Company is evaluating the impact of adopting EITF No. 08-3 on the Company’s financial position, results of operations and cash flows.

 

(3) BUSINESS COMBINATIONS

 

 On March 14, 2008, the Company acquired 100% of the outstanding stock of privately-held Universal Environmental, Inc., an environmental services company headquartered in Benicia, California, with a site office in Sparks, Nevada.  In conjunction with the acquisition, the Company also acquired the land surrounding the California office.   The purchase price is subject to post-closing adjustments based upon the amount by which Universal Environmental, Inc.’s net working capital as of the closing date exceeded or was less than $1.0 million.   The preliminary calculation of the purchase price was $14.4 million and the allocation of the preliminary purchase price to the assets acquired and liabilities assumed are described in the table below. The primary reason for the acquisition was to expand Site Services into new geographical locations.

 

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On March 21, 2008, the Company acquired two solvent recycling facilities, one in Chicago, Illinois and the other in Hebron, Ohio, and the businesses associated with those facilities from Safety-Kleen Systems, Inc. under two separate purchase agreements.  During the second quarter, the Company determined that the purchase of these facilities should be treated as one unit of accounting.  Accordingly, the purchase price, assets acquired and liabilities assumed have been combined as one acquisition for accounting purposes.  As of June 30, 2008, the combined preliminary purchase price was $12.9 million for the Hebron and Chicago businesses.  The Company anticipates that these acquisitions will broaden the services it can offer to customers and enhance its market share in the solvent recycling business.  In conjunction with the acquisition of Hebron, the Company entered into a dry cleaning service agreement with Safety-Kleen System, Inc. whereby the Company will handle and dispose of dry cleaning solvents for a two year period.  The Company will receive a minimum of $9.0 million in revenue over this period.

 

The calculations of the preliminary purchase price and the preliminary allocation of assets acquired and liabilities assumed are as follows (in thousands):

 

 

 

Universal
Environmental,
Inc. (1)

 

Solvent
Recycling
Facilities (2)

 

Preliminary purchase price

 

 

 

 

 

Cash consideration

 

$

12,706

 

$

12,500

 

Acquisition costs

 

103

 

367

 

Estimated amount due to the seller for working capital adjustments

 

1,570

 

 

Total estimated purchase price

 

$

14,379

 

$

12,867

 

Preliminary allocation of purchase price

 

 

 

 

 

Current assets

 

$

3,783

 

$

529

 

Property, plant and equipment

 

7,841

 

13,671

 

Goodwill

 

 

951

 

Customer lists and other intangibles

 

3,971

 

1,100

 

Total assets acquired

 

15,595

 

16,251

 

Liabilities assumed

 

(1,216

)

(3,384

)

Net assets acquired

 

$

14,379

 

$

12,867

 

 

Management has determined the preliminary purchase price allocations based on estimates of the fair values of the tangible and intangible assets acquired and liabilities assumed.  Such amounts are subject to adjustment based on the additional information necessary, as discussed below, to determine fair values.

 


(1) An estimate of $0.4 million has been calculated as negative goodwill, which represents the excess of the fair value of the net assets acquired over the purchase price. Negative goodwill has been proportionally allocated to property, plant and equipment ($0.3 million) and customer lists and other intangibles ($0.1 million). The intangible assets are being amortized over their useful lives of nine years.  The purchase price and related allocation are preliminarily determined and will be revised for any remaining working capital adjustments, additional information regarding tax assets, tax liabilities and tax attributes, additional information regarding other liabilities assumed, and revisions to preliminary estimates of the fair values of property, plant and equipment and other intangibles.

 

(2) The preliminary purchase price reflects an excess of the purchase price over the fair value of the net assets acquired of approximately $1.0 million, which has been recorded as goodwill.  The entire amount of goodwill has been assigned to the Technical Services segment and such amount is not expected to be deductible for tax purposes.   The purchase price and related allocation are preliminarily determined and will be revised as a result of adjustments made to the purchase price, additional information regarding liabilities assumed, and revisions of preliminary estimates of the fair values of property, plant and equipment, goodwill and other intangibles based on final valuations.

 

The results of operations of the acquired businesses have been included in the Company’s consolidated financial statements since the respective dates of acquisition. On a proforma basis, the acquisitions completed during the first quarter were not material to the Company’s results of operations.

 

In August 2007, the Company acquired certain assets owned by Romic Environmental Technologies Corporation (“Romic”), which specialized in the collection and recycling of both hazardous and non-hazardous waste materials, for $8.6 million. The purchase price was subject to an adjustment equal to 40% of revenues generated from Romic customers for the six-month period subsequent to

 

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the acquisition.  The final contingent payment due Romic of $2.2 million was paid, net of amounts due the Company, on March 31, 2008.

 

The following is the calculation of the final purchase price and the final summary of assets acquired and liabilities assumed after all purchase price adjustments (in thousands):

 

Final purchase price

 

 

 

Cash consideration

 

$

7,362

 

Acquisition costs

 

883

 

Reduction of existing Romic receivables

 

308

 

Total purchase price

 

$

8,553

 

Summary of net assets acquired

 

 

 

Other current assets

 

$

114

 

Equipment

 

693

 

Customer list and other intangibles

 

7,811

 

Total assets acquired

 

8,618

 

Liabilities assumed

 

(65

)

Net assets acquired

 

$

8,553

 

 

Management has determined the final purchase price allocation based on estimates of the fair values of the tangible and intangible assets acquired and liabilities assumed.  Negative goodwill of $7.3 million was proportionally allocated to equipment ($0.6 million) and customer lists and other intangibles ($6.7 million). The intangible assets are being amortized over a weighted average useful life of 8 years.

 

(4) LANDFILL ASSETS

 

Changes to landfill assets for the six-month period ended June 30, 2008 were as follows (in thousands):

 

 

 

2008

 

Balance at January 1, 2008

 

$

29,925

 

Asset retirement costs

 

567

 

Capital additions

 

4,521

 

Changes in estimates of landfill closure and post-closure liabilities

 

305

 

Currency translation, reclassifications and other

 

(381

)

Balance at June 30, 2008

 

$

34,937

 

 

Rates used to amortize landfill assets are calculated based upon the dollar value of estimated final liabilities discounted at the current year credit adjusted risk free rate, the surveyed remaining airspace of the landfill, and the time estimated to consume the remaining airspace. Consequently, rates vary for each landfill and for each asset category, and change as they are recalculated each year at the newly established discount rate for that year.

 

(5) INVESTMENTS

 

As of June 30, 2008, the Company’s investments included $6.6 million of auction rate securities classified on the Company’s balance sheet as non-current, available for sale securities.  Prior to January 1, 2008, the Company generally invested in auction rate securities for short periods of time as part of its cash management program.  Due to recent events in credit markets, the auction events for some of these instruments held by the Company failed during the first six months of 2008.  The Company is unable to determine when the market for student loan collateralized instruments will recover and therefore has classified the auction rate securities as non-current and has included them in long-term investments on its unaudited consolidated balance sheet at June 30, 2008.

 

(6) GOODWILL AND OTHER INTANGIBLE ASSETS

 

Below is a summary of amortizable intangible assets (in thousands):

 

 

 

June 30, 2008

 

December 31, 2007

 

 

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

 

 

Cost

 

Amortization

 

Net

 

Cost

 

Amortization

 

Net

 

Permits

 

$

98,866

 

$

32,767

 

$

66,099

 

$

98,391

 

$

30,902

 

$

67,489

 

Customer lists and other intangible assets

 

17,974

 

6,268

 

11,706

 

12,861

 

5,541

 

7,320

 

 

 

$

116,840

 

$

39,035

 

$

77,805

 

$

111,252

 

$

36,443

 

$

74,809

 

 

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The increase in customer lists and other intangible assets is based primarily on preliminary estimates of the fair values of intangible assets acquired during March 2008.   The goodwill balance as of June 30, 2008 also increased $1.0 million from December 31, 2007 as a result of the acquisition of the solvent recovery facilities.  The foregoing includes estimates that are subject to change based upon final valuations.

 

(7) OTHER ACCRUED EXPENSES

 

Other accrued expenses consisted of the following (in thousands):

 

 

 

June 30,
2008

 

December 31,
2007

 

Insurance

 

$

15,319

 

$

12,984

 

Interest

 

5,394

 

5,367

 

Accrued disposal costs

 

2,536

 

2,998

 

Accrued compensation and benefits

 

19,273

 

19,938

 

Other items

 

23,356

 

24,502

 

 

 

$

65,878

 

$

65,789

 

 

(8) CLOSURE AND POST-CLOSURE LIABILITIES

 

The changes to closure and post-closure liabilities for the six months ended June 30, 2008 were as follows (in thousands):

 

 

 

Landfill
Retirement
Liability

 

Non-Landfill
Retirement
Liability

 

Total

 

Balance at January 1, 2008

 

$

22,896

 

$

6,833

 

$

29,729

 

Liabilities assumed in acquisitions

 

 

418

 

418

 

New asset retirement obligations

 

567

 

 

567

 

Accretion

 

1,536

 

426

 

1,962

 

Changes in estimate recorded to statement of operations

 

(527

)

108

 

(419

)

Other changes in estimates recorded to balance sheet

 

305

 

 

305

 

Settlement of obligations

 

(153

)

(567

)

(720

)

Currency translation and other

 

(57

)

(12

)

(69

)

Balance at June 30, 2008

 

$

24,567

 

$

7,206

 

$

31,773

 

 

All of the landfill facilities included above were active as of June 30, 2008.

 

Rates used to accrue closure and post-closure costs are calculated based upon the dollar value of estimated final liabilities, the surveyed remaining airspace of the landfill, and the time estimated to consume the remaining airspace. Consequently, rates vary for each landfill, each open cell within that landfill and for each accrual category, and are recalculated each year.   Asset retirement obligations were accrued at an average rate of $1.29 and $1.43 per cubic yard during the three- and six-month periods ended June 30, 2008, respectively and $1.62 and $1.81 per cubic yard during the three- and six-month periods ended June 30, 2007, respectively. The difference in the accrual rate of asset retirement obligations resulted from differences in the individual rates for the cells used during the respective year.

 

New asset retirement obligations incurred in 2008 are being discounted at the credit-adjusted risk-free rate of 10.12% and inflated at a rate of 2.44%.

 

(9) REMEDIAL LIABILITIES

 

The changes to remedial liabilities for the six months ended June 30, 2008 were as follows (in thousands):

 

 

 

Remedial
Liabilities for
Landfill Sites

 

Remedial
Liabilities for
Inactive Sites

 

Remedial
Liabilities
(Including
Superfund) for
Non-Landfill
Operations

 

Total

 

Balance at January 1, 2008

 

$

5,682

 

$

88,619

 

$

60,458

 

$

154,759

 

Liabilities assumed in acquisitions

 

 

 

2,585

 

2,585

 

Accretion

 

133

 

2,074

 

1,227

 

3,434

 

Changes in estimate recorded to statement of operations

 

(171

)

(9

)

344

 

164

 

Settlement of obligations

 

(51

)

(1,947

)

(1,336

)

(3,334

)

Currency translation and other

 

(85

)

120

 

(2,110

)

(2,075

)

Balance at June 30, 2008

 

$

5,508

 

$

88,857

 

$

61,168

 

$

155,533

 

 

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The $2.6 million of liabilities assumed relates to remediation liabilities at one of the Company’s solvent recovery facilities acquired in March 2008.    Such remedial liabilities have been preliminarily determined and are subject to adjustment upon finalization of the purchase price.

 

(10) FINANCING ARRANGEMENTS

 

The following table is a summary of the Company’s financing arrangements (in thousands):

 

 

 

June 30,
2008

 

December 31,
2007

 

Senior Secured Notes, bearing interest at 11.25%, collateralized by a second-priority lien on substantially all of the Company’s assets within the United States except for accounts receivable (maturity date of July 15, 2012)

 

$

91,518

 

$

91,518

 

Revolving Facility

 

 

 

Term Loan with a financial institution, bearing interest at the U.S. prime rate (5.00% at June 30, 2008) plus 1.5%, or the Eurodollar rate (2.38% at June 30, 2008) plus 2.50%, collateralized by a first-priority lien (second priority as to accounts receivable) on substantially all of the Company’s assets within the United States (maturity date of December 1, 2010)

 

30,000

 

30,000

 

Less unamortized issue discount

 

(737

)

(806

)

Less debt classified as current

 

(69,224

)

 

Long-term debt

 

$

51,557

 

$

120,712

 

 

The fair value of the Senior Secured Notes at June 30, 2008 and December 31, 2007 was $92.5 million and $93.8 million, respectively, and calculated based on quoted prices for identical or similar liabilities in markets that are not active (Level 2 inputs).

 

The Company issued the Senior Secured Notes on June 30, 2004, and established the Revolving Facility and a $50.0 million synthetic letter of credit facility (the “Synthetic LC Facility”) on December 1, 2005, under an amended and restated loan and security agreement (the “Amended Credit Agreement”) which the Company then entered into with the lenders under the Company’s loan and security agreement dated June 30, 2004 (the “Original Credit Agreement”).

 

At June 30, 2008, the Company had outstanding $91.5 million of Senior Secured Notes, a $70.0 million Revolving Facility, a $50.0 million Synthetic LC Facility, and a $30.0 million term loan (the “Term Loan”). The financing arrangements and principal terms of each are discussed further in the Company’s 2007 Annual Report on Form 10-K.  There have not been any other material changes in the Company’s terms and conditions during the first six months of 2008.  See Note 18, “Subsequent Events” for the redemption of $50.0 million principal amount of outstanding Senior Secured Notes on July 28, 2008.

 

At June 30, 2008, the Company had no borrowings and $38.8 million of letters of credit outstanding under its Revolving Facility, and the Company had approximately $31.2 million available to borrow. At June 30, 2008, letters of credit outstanding under the Company’s Synthetic LC facility were $48.0 million.

 

The indenture under which the Company’s Senior Secured Notes are outstanding provides for certain covenants, the most restrictive of which requires the Company, within 120 days after the close of each twelve-month period ending on June 30 of each year (beginning June 30, 2005 and ending on June 30, 2011) to apply an amount equal to 50% of the period’s Excess Cash Flow (as defined below) to either (i) prepay, repay, redeem or purchase the Company’s first-lien obligations under the Revolving Facility and Synthetic LC Facility or capitalized lease obligations or (ii) make offers (“Excess Cash Flow Offers”) to repurchase all or part of the then outstanding Senior Secured Notes at an offering price equal to 104% of their principal amount plus accrued interest. “Excess Cash Flow” is defined in the Indenture as consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) less interest expense, all taxes paid or accrued in the period, capital expenditures made in cash during the period, and all cash spent on environmental monitoring, remediation or relating to our environmental liabilities.

 

The Company is required, within 120 days following June 30, 2008, to offer to repurchase, at 104% of the principal amount, the Senior Secured Notes in the amount of $19.2 million of the Excess Cash Flow generated during the twelve-month period ended

 

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June 30, 2008.  To the extent the Note holders do not accept an Excess Cash Flow Offer based on the Excess Cash Flow earned through June 30, 2008, such Excess Cash Flow will not be included in the amount of Excess Cash Flow earned in subsequent comparable annual periods. However, the Indenture’s requirement to make Excess Cash Flow Offers in respect of Excess Cash Flow earned in subsequent periods will remain in effect.

 

As of June 30, 2008, the Company was in compliance with the covenants of all of the Company’s debt agreements.

 

(11) COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

The Company’s waste management services are regulated by federal, state, provincial and local laws enacted to regulate discharge of materials into the environment, remediation of contaminated soil and groundwater or otherwise protect the environment. This ongoing regulation results in the Company frequently becoming a party to judicial or administrative proceedings involving all levels of governmental authorities and other interested parties. The issues involved in such proceedings generally relate to applications for permits and licenses by the Company and conformity with legal requirements, alleged violations of existing permits and licenses or requirements to clean up contaminated sites. At June 30, 2008, the Company was involved in various proceedings which are described in Note 11, “Commitments and Contingencies” to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.  The disclosures below relate to material contingencies associated with litigation existing at the end of the most recent year or events subsequent to the end of the most recent fiscal year that have occurred which had, or could have, a material impact on the Company’s consolidated financial statements.

 

Legal Proceedings Related to Acquisition of CSD Assets

 

Effective September 7, 2002 (the “Closing Date”), the Company purchased from Safety-Kleen Services, Inc. and certain of its domestic subsidiaries (collectively, the “Sellers”) substantially all of the assets of the Chemical Services Division (the “CSD”) of Safety-Kleen Corp. The Company purchased the CSD assets pursuant to a sale order (the “Sale Order”) issued by the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) which had jurisdiction over the Chapter 11 proceedings involving the Sellers, and the Company therefore took title to the CSD assets without assumption of any liability (including pending or threatened litigation) of the Sellers except as expressly provided in the Sale Order. However, under the Sale Order (which incorporated by reference certain provisions of the Acquisition Agreement between the Company and Safety-Kleen Services, Inc.), the Company became subject as of the Closing Date to certain legal proceedings which are now either pending or threatened involving the CSD assets. As of June 30, 2008, the Company had reserves of $33.3 million (substantially all of which the Company had established as part of the purchase price for the CSD assets) relating to the Company’s estimated potential liabilities in connection with such legal proceedings. At December 31, 2007, the Company estimated that it was “reasonably possible” as that term is defined in SFAS No. 5 (“more than remote but less than likely”), that the amount of such total liabilities could be up to $3.8 million greater than the $32.6 million reserve balance at December 31, 2007. The Company believes that as of June 30, 2008, there has been no material change in the reasonably possible amount of $3.8 million. The Company periodically adjusts the aggregate amount of such reserves when such potential liabilities are paid or otherwise discharged or additional relevant information becomes available. Substantially all of the Company’s legal proceedings liabilities are environmental liabilities and, as such, are included in the tables of changes to remedial liabilities disclosed as part of Note 9, “Remedial Liabilities.”

 

Ville Mercier Legal Proceedings.  The CSD assets included a subsidiary (the “Mercier Subsidiary”) which owns and operates a hazardous waste incinerator in Ville Mercier, Quebec (the “Mercier Facility”). A property owned by the Mercier Subsidiary adjacent to the current Mercier Facility is now contaminated as a result of actions dating back to 1968, when the Quebec government issued to the unrelated company which then owned the Mercier Facility two permits to dump organic liquids into lagoons on the property. By 1972, groundwater contamination had been identified, and the Quebec government provided an alternate water supply to the municipality of Ville Mercier.

 

In 1999, Ville Mercier and three neighboring municipalities filed separate legal proceedings against the Mercier Subsidiary and certain related companies together with certain former officers and directors, as well as against the Government of Quebec. The lawsuits assert that the defendants are jointly and severally responsible for the contamination of groundwater in the region, which the plaintiffs claim was caused by contamination from the former Ville Mercier lagoons and which they claim caused each municipality to incur additional costs to supply drinking water for their citizens since the 1970’s and early 1980’s. The four municipalities claim a total of $1.6 million (CDN) as damages for additional costs to obtain drinking water supplies and seek an injunctive order to obligate the defendants to remediate the groundwater in the region. The Quebec Government also sued the Mercier Subsidiary to recover approximately $17.4 million (CDN) of alleged past costs for constructing and operating a treatment system and providing alternative drinking water supplies. The Mercier Subsidiary continues to assert that it has no responsibility for the groundwater contamination in the region.

 

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On September 26, 2007 the Minister of Sustainable Development, Environment and Parks issued a Notice pursuant to Section 115.1 of the Environment Quality Act, superceding Notices issued in 1992, which are the subject of the pending litigation. The more recent Notice notifies the Mercier Subsidiary that, if the Mercier Subsidiary does not take certain remedial measures at the site, the Minister intends to undertake those measures at the site and claim direct and indirect costs related to such measures. The Mercier Subsidiary continues to assert that it has no responsibility for the matter and will contest any action by the Ministry to impose costs for remedial measures on the Mercier Subsidiary. At June 30, 2008 and December 31, 2007, the Company had accrued $13.0 million and $13.1 million, respectively, for remedial liabilities and associated legal costs relating to the Ville Mercier legal proceedings.

 

Properties Included in CSD Assets. The CSD assets include a former hazardous waste incinerator and landfill in Baton Rouge, Louisiana (“BR Facility”) undergoing remediation pursuant to an order issued by the Louisiana Department of Environmental Quality (the “LDEQ”). In December 2003, the Company received an information request from the EPA pursuant to the Superfund Act concerning the Devil’s Swamp Lake Site (“Devil’s Swamp”) in East Baton Rouge Parish, Louisiana. On March 8, 2004, the EPA proposed to list Devil’s Swamp on the National Priorities List for further investigations and possible remediation. Devil’s Swamp includes a lake located downstream of an outfall ditch where wastewaters and stormwaters have been discharged from the BR Facility, as well as extensive swamplands adjacent to it. Contaminants of concern (“COCs”) cited by the EPA as a basis for listing the site include substances of the kind found in wastewaters discharged from the BR Facility in past operations. While the Company’s ongoing corrective actions at the BR Facility may be sufficient to address the EPA’s concerns, there can be no assurance that additional action will not be required and that the Company will not incur material costs. In September 2007 the EPA sent Special Notice Letters to certain generators of waste materials containing COCs that had shipped the COCs to the BR Facility in the past and that EPA believes may be liable under Superfund laws, requiring those generators to submit a good faith offer to conduct a remedial investigation feasibility study directed towards the eventual remediation of Devil’s Swamp. Negotiations with EPA and the COC’s generators are progressing.  The Company cannot estimate the Company’s potential additional liability for Devil’s Swamp associated with this investigation.

 

Marine Shale Processors.  A portion of the reserves which the Company maintained as of June 30, 2008 for potential legal liabilities associated with the CSD assets relates to Marine Shale Processors, Inc. (“Marine Shale”) located in Amelia, Louisiana. Marine Shale operated a kiln which incinerated waste producing a vitrified aggregate as a by-product. Marine Shale contended that its operation recycled waste into a useful product, i.e., vitrified aggregate, and therefore was exempt from regulation under the Resource Conservation Recovery Act (“RCRA”) and permitting requirements as a hazardous waste incinerator under applicable federal and state environmental laws. The EPA contended that Marine Shale was a “sham-recycler” subject to the regulation and permitting requirements as a hazardous waste incinerator under RCRA, that its vitrified aggregate by-product was a hazardous waste, and that Marine Shale’s continued operation without required permits was illegal. Litigation between the EPA and Marine Shale began in 1990 and continued until July 1996 when the U.S. Fifth Circuit Court of Appeals ordered Marine Shale to shutdown its operations. During the course of its operation, Marine Shale produced thousands of tons of aggregate, some of which was sold as fill material at various locations in the vicinity of Amelia, Louisiana, but most of which was stockpiled on the premises of the Marine Shale facility. Almost all of this aggregate has since been moved to a nearby site owned by an affiliate of Marine Shale, known as Recycling Park, Inc. (“RPI”). In accordance with a court order authorizing the movement of this material to this offsite location, all of the materials located at the RPI site comply with the land disposal restrictions of RCRA. Approximately 7,000 tons of aggregate remain on the Marine Shale site. Moreover, as a result of past operations, soil and groundwater contamination may exist on the Marine Shale facility and the RPI site.

 

On May 11, 2007, the EPA and the LDEQ issued a Special Notice to the Company, seeking a good faith offer to address site remediation at the former Marine Shale facility. Other PRPs also received Special Notices, and the other PRPs and the Company have formed a group (the “Site Group”) and common counsel for the Site Group has been chosen. The Site Group made a good faith settlement offer to the EPA on November 29, 2007. Although the Company was never a customer of Marine Shale and does not believe that it is liable for the Sellers’ liability as a customer at the Marine Shale site, the Company has elected to join with the Site Group and participate in further negotiations with the EPA and the LDEQ regarding a remedial investigation feasibility study directed towards the eventual remediation of the Marine Shale site. As of June 30, 2008 and December 31, 2007, the amount of the Company’s remaining reserves relating to the Marine Shale site was $3.7 million and $3.6 million, respectively.

 

Third Party Superfund Sites.  Prior to the Closing Date, the Sellers had generated or shipped hazardous wastes, which are present on an aggregate of 35 sites owned by third parties, which have been designated as federal or state Superfund sites and at which the Sellers, along with other parties, had been designated as PRPs. Under the Acquisition Agreement and the Sale Order, the Company agreed with the Sellers that it would indemnify the Sellers against the Sellers’ share of the cleanup costs payable to governmental entities in connection with those 35 sites, which were listed in Exhibit A to the Sale Order (the “Listed Third Party Sites”). At 29 of the Listed Third Party Sites, the Sellers had addressed, prior to the Company’s acquisition of the CSD assets in September 2002, the Sellers’ cleanup obligations to the federal and state governments and to other PRPs by entering into consent decrees or other

 

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settlement agreements or by participating in ongoing settlement discussions or site studies and, in accordance therewith, the PRP group is generally performing or has agreed to perform the site remediation program with government oversight. With respect to two of those 29 Listed Third Party Sites, certain developments have occurred since the Company’s purchase of the CSD assets which have affected the Company’s estimated liabilities relating to those sites. Of the remaining Listed Third Party Sites, the Company, on behalf of the Sellers, is contesting with the governmental entities and PRP groups involved the Sellers’ liability at two sites, has settled the Sellers’ liability at two sites, and plans to fund participation by the Sellers as settling PRPs at two sites. In addition, the Company has confirmed that the Sellers were ultimately not named as PRPs at one site. With respect to all of the 35 Listed Third Party Sites, the Company had reserves of $8.2 million and $7.7 million at June 30, 2008 and December 31, 2007, respectively.

 

By letters to the Company dated between September 2004 and May 2006, the Sellers identified, in addition to the 35 Listed Third Party Sites, five additional sites owned by third parties which the EPA or a state environmental agency has designated as a Superfund site or potential Superfund site and at which one or more of the Sellers have been named as a PRP or potential PRP. In those letters, the Sellers asserted that the Company has an obligation to indemnify the Sellers for their share of the potential cleanup costs associated with such five additional sites. The Company has responded to such letters from the Sellers by stating that, under the Sale Order, the Company has no obligation to reimburse the Sellers for any cleanup and related costs (if any) which the Sellers may incur in connection with such additional sites. The Company intends to assist the Sellers in providing information now in the Company’s possession with respect to such five additional sites and to participate in negotiations with the government agencies and PRP groups involved. In addition, at one of those five additional sites, the Company may have some liability independently of the Sellers’ involvement with that site, and the Company may also have certain defense and indemnity rights under contractual agreements for prior acquisitions relating to that site. Accordingly, the Company is now investigating that site further. However, the Company now believes that it has no liabilities with respect to the potential cleanup of those five additional sites that are both probable and estimable at this time, and the Company therefore has not established any reserves for any potential liabilities of the Sellers in connection therewith. At one site the potential liability of the Sellers is de minimis and a settlement has already been offered to the Sellers to that effect, and at one site the Company believes that the Sellers shipped no wastes or substances into the site and therefore the Sellers have no liability. For the other three sites, the Company cannot estimate the amount of the Sellers’ liabilities, if any, at this time.

 

Legal Proceedings Not Related to CSD Assets

 

In addition to the legal proceedings relating to the CSD assets, the Company is also involved in certain legal proceedings related to environmental matters which have arisen for other reasons.

 

Superfund Sites Not Related to CSD Acquisition.  The Company has been named as a PRP at 29 sites that are not related to the CSD acquisition. Fourteen of these sites involve two subsidiaries which the Company acquired from ChemWaste, a former subsidiary of Waste Management, Inc. As part of that acquisition, ChemWaste agreed to indemnify the Company with respect to any liability of those two subsidiaries for waste disposed of before the Company acquired them. Accordingly, Waste Management is paying all costs of defending those two subsidiaries in those 14 cases, including legal fees and settlement costs.

 

As of both June 30, 2008 and December 31, 2007, the Company had reserves of $0.6 million for cleanup of Superfund sites not related to the CSD acquisition at which either the Company or a predecessor has been named as a PRP. However, there can be no guarantee that the Company’s ultimate liabilities for these sites will not materially exceed this amount or that indemnities applicable to any of these sites will be available to pay all or a portion of related costs. Included in the above noted reserve at both June 30, 2008 and December 31, 2007 is a potential liability where the Company was issued an official Notice Letter in February 2007 pertaining to its involvement at a state Superfund site in Niagara Falls, New York where it may have incurred liability for past waste shipments. No indemnification exists for this site.  Along with numerous other PRPs at this site, the Company has signed a Consent Order with the New York regulators committing to conduct further site investigations.

 

Lopez Lawsuit.  The Company has been involved in several lawsuits (collectively, the “Lopez Lawsuit”) arising out of a complaint originally filed in 2003 by Mr. Eddie Lopez and his wife, Ms. Sandy Lopez, against Clean Harbors Environmental Services, Inc. (“CHES”).  The remaining active case is pending in the United States District Court for the Northern District of Illinios (the “District Court”).The plaintiffs filed an amended complaint in the District Court on December 3, 2007, which alleges that Mr. Lopez was exposed to toxic fumes and thereby suffered severe injuries while employed by a Clean Harbors’ vendor to  pick up dumpsters at the “Clean Harbors facility” in Chicago, Illinois. The amended complaint seeks damages in an unspecified amount for personal injury, loss of income and loss of consortium. The Company believes that the claims made against CHES in the Lopez Lawsuit are fully defensible on the merits and intends to vigorously defend against such claims.

 

On April 6, 2008, the insurance company that had originally been notified and had agreed to indemnify and defend Clean Harbors but had issued a reservation of rights letter filed a complaint in the District Court seeking a declaratory judgment that it has no

 

14



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obligation to defend or indemnify Clean Harbors.  Clean Harbors has notified two other insurance companies that have agreed to indemnify and defend Clean Harbors but have also issued reservation of rights letters.

 

The Company is now engaged in investigations and ongoing discussions with its various insurance carriers as well as its insurance broker concerning its rights to coverage for any potential liabilities that may arise out of the Lopez Lawsuit, and the Company intends to vigorously assert its rights to such coverage based on such investigations and discussions. However, in the event that the plaintiffs were to prevail in the Lopez Lawsuit and CHES’ general liability insurance carrier, umbrella liability carrier and environmental impairment liability insurance carrier were to successfully deny coverage, then the Company could be faced with potential significant liabilities.  In such an event, the Company would vigorously pursue remedies against various third parties relating thereto. At June 30, 2008, the Company had not recorded any liability for this matter on the basis that such liability is not probable.

 

State and Provincial Regulatory Proceedings

 

From time to time, the Company pays fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities. As of June 30, 2008, there were two additional proceedings to those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and for which the Company reasonably believes that the sanctions could equal or exceed $100,000. The matters involve allegations that the Company (i) stored polychlorinated biphenyls, or “PCBs,” in tanks in violation of a facility’s permit; and (ii) improperly managed containers prior to incineration in violation of a facility’s permit and violated federal air regulations at an operating landfill as a result of a few small fires. The Company does not believe that the fines or other penalties in any of these matters will, individually or in the aggregate, have a material adverse effect on its financial condition or results of operations.

 

London, Ontario Facility.  On or about July 7, 2008 the Company was advised by the Crown that it intended to withdraw its appeal of the Ontario Superior Court’s October 23, 2007 ruling upholding a lower court ruling quashing charges filed against a Company subsidiary.  This action by the Crown will terminate these proceedings without liability to the Company.

 

(12) INCOME TAXES

 

The income tax expense for the three- and six-month periods ended June 30, 2008 and 2007 was based on the estimated effective tax rate for the year. The effective tax rate decreased in 2008 as compared to the same period in 2007 primarily related to the increase in pre-tax book income while permanent items remained relatively constant.

 

  As of June 30, 2008 the Company’s unrecognized tax benefits were $71.2 million which included $16.9 million of interest and $4.6 million of penalties.  As of December 31, 2007, the Company’s unrecognized tax benefits were $67.8 million which included $13.8 million of interest and $4.0 million of penalties. The increase in unrecognized tax benefits relates entirely to accrued interest and penalties.

 

The Company anticipates that total unrecognized tax benefits other than adjustments for additional accruals for interest and penalties and foreign currency translation, will decrease by approximately $2.1 million by June 30, 2009.   The $2.1 million was related to a business combination and as such will be recorded as a reduction of intangible assets and will not impact the income tax provision.

 

(13) EARNINGS PER SHARE

 

The following is a reconciliation of basic and diluted earnings per share computations (in thousands except for per share amounts):

 

 

 

Three Months Ended June, 2008

 

Three Months Ended June, 2007

 

 

 

Income

 

Shares

 

Per Share
Amount

 

Income

 

Shares

 

Per Share
Amount

 

Basic income attributable to common stockholders before effect of dilutive securities

 

$

15,987

 

22,437

 

$

0.71

 

$

11,119

 

19,817

 

$

0.56

 

Dilutive effect of equity-based compensation awards and warrants

 

 

499

 

(0.01

)

69

 

844

 

(0.02

)

Diluted income attributable to common stockholders

 

$

15,987

 

22,936

 

$

0.70

 

$

11,188

 

20,661

 

$

0.54

 

 

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Table of Contents

 

 

 

Six Months Ended June 30, 2008

 

Six Months Ended June 30, 2007

 

 

 

Income

 

Shares

 

Per Share
Amount

 

Income

 

Shares

 

Per Share
Amount

 

Basic income attributable to common stockholders before effect of dilutive securities

 

$

24,909

 

21,392

 

$

1.16

 

$

14,551

 

19,773

 

$

0.74

 

Dilutive effect of equity-based compensation awards and warrants

 

 

515

 

(0.02

)

138

 

910

 

(0.03

)

Diluted income attributable to common stockholders

 

$

24,909

 

21,907

 

$

1.14

 

$

14,689

 

20,683

 

$

0.71

 

 

(14) STOCKHOLDERS’ EQUITY

 

On April 29, 2008, the Company issued 2.875 million shares of common stock, including 375,000 shares of common stock issued upon exercise of an underwriters’ option, at a public offering price of $63.75 per share.   After deducting the underwriter discount and offering expenses, the Company received net proceeds of $173.6 million from the issuance.

 

(15) STOCK-BASED COMPENSATION

 

The following table summarizes the total number and type of awards granted during the three and six-month periods ended June 30, 2008, as well as the related weighted-average grant-date fair values:

 

 

 

Three and Six Months Ended
June 30, 2008

 

 

 

Shares

 

Weighted-
Average
Grant-Date
Fair Value

 

Stock options

 

18,000

 

$

33.33

 

Restricted stock awards

 

1,000

 

69.78

 

Performance stock awards

 

91,556

 

66.18

 

Common stock awards

 

2,700

 

$

66.18

 

Total awards

 

113,256

 

 

 

 

The performance stock awards granted in 2008 are subject to achieving predetermined revenue and EBITDA targets by December 31, 2009 and also include continued service conditions.   If the Company does not achieve the performance goals by the end of 2009, the shares will be forfeited in their entirety.  For the three and six months ended June 30, 2008, management believed that it was probable that the performance targets will be achieved.

 

(16) SEGMENT REPORTING

 

The Company has two reportable segments: Technical Services and Site Services. Performance of the segments is evaluated on several factors, of which the primary financial measure is operating income before interest, taxes, depreciation, amortization, restructuring, severance charges, other refinancing-related expenses, (gain) loss on disposal of assets held for sale, other (income) expense, and loss on refinancing (“Adjusted EBITDA Contribution”). Transactions between the segments are accounted for at the Company’s estimate of fair value based on similar transactions with outside customers.

 

The operations not managed through the Company’s two operating segments are presented herein as “Corporate Items.” Corporate Items revenues consist of two different operations where the revenues are insignificant. Corporate Items cost of revenues represents certain central services that are not allocated to the segments for internal reporting purposes. Corporate Items selling, general and administrative expenses include typical corporate items such as legal, accounting and other items of a general corporate nature that are not allocated to the Company’s two segments.

 

The following table reconciles third party revenues to direct revenues for the three- and six-month periods ended June 30, 2008 and 2007 (in thousands). Outside or third party revenue is revenue billed to our customers by a particular segment. Direct revenue is the revenue allocated to the segment performing the provided service. The Company analyzes results of operations based on direct revenues because the Company believes that these revenues and related expenses best reflect the manner in which operations are managed. Certain amounts have been reclassified to conform to the current year presentation.

 

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Table of Contents

 

 

 

For the Three Months Ended June 30, 2008

 

 

 

Technical
Services

 

Site
Services

 

Corporate
Items

 

Total

 

Third party revenues

 

$

179,154

 

$

86,099

 

$

6

 

$

265,259

 

Intersegment revenues

 

10,507

 

12,495

 

41

 

23,043

 

Gross revenues

 

189,661

 

98,594

 

47

 

288,302

 

Intersegment expenses

 

(3,159

)

(19,104

)

(780

)

(23,043

)

Direct revenues

 

$

186,502

 

$

79,490

 

$

(733

)

$

265,259

 

 

 

 

For the Three Months Ended June 30, 2007

 

 

 

Technical
Services

 

Site
Services

 

Corporate
Items

 

Total

 

Third party revenues

 

$

165,155

 

$

73,539

 

$

14

 

$

238,708

 

Intersegment revenues (1)

 

13,248

 

2,945

 

138

 

16,331

 

Gross revenues

 

178,403

 

76,484

 

152

 

255,039

 

Intersegment expenses(1)

 

(9,100

)

(6,924

)

(307

)

(16,331

)

Direct revenues

 

$

169,303

 

$

69,560

 

$

(155

)

$

238,708

 

 

 

 

For the Six Months Ended June 30, 2008

 

 

 

Technical
Services

 

Site
Services

 

Corporate
Items

 

Total

 

Third party revenues

 

$

345,466

 

$

162,289

 

$

13

 

$

507,768

 

Intersegment revenues

 

18,705

 

16,154

 

125

 

34,984

 

Gross revenues

 

364,171

 

178,443

 

138

 

542,752

 

Intersegment expenses

 

(5,700

)

(27,946

)

(1,338

)

(34,984

)

Direct revenues

 

$

358,471

 

$

150,497

 

$

(1,200

)

$

507,768

 

 

 

 

For the Six Months Ended June 30, 2007

 

 

 

Technical
Services

 

Site
Services

 

Corporate
Items

 

Total

 

Third party revenues

 

$

304,876

 

$

138,843

 

$

13

 

$

443,732

 

Intersegment revenues (2)

 

23,153

 

6,881

 

320

 

30,354

 

Gross revenues

 

328,029

 

145,724

 

333

 

474,086

 

Intersegment expenses(2)

 

(15,519

)

(13,982

)

(853

)

(30,354

)

Direct revenues

 

$

312,510

 

$

131,742

 

$

(520

)

$

443,732

 

 


(1)          Adjustments of $42,326 and $2,275 for Technical Services and Site Services, respectively, were made between intersegment expenses and intersegment revenues to correct amounts previously reported.   The adjustments eliminate in consolidation and were considered immaterial.

(2)          Adjustments of $75,845 and $3,884 for Technical Services and Site Services, respectively, were made between intersegment expenses and intersegment revenues to correct amounts previously reported.   The adjustments eliminate in consolidation and were considered immaterial.

 

The following table presents information used by management by reported segment (in thousands). The Company does not allocate interest expense, income taxes, depreciation, amortization, accretion of environmental liabilities, non-recurring severance charges, (gain) loss on disposal of assets held for sale, other (income) expense, and loss on refinancing to segments.

 

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Table of Contents

 

 

 

For the Three Months
Ended June 30,

 

For the Six Months
Ended June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

Technical Services

 

47,560

 

41,325

 

87,787

 

66,698

 

Site Services

 

15,284

 

12,209

 

23,169

 

20,787

 

Corporate Items

 

(19,465

)

(18,304

)

(34,432

)

(30,190

)

Total

 

43,379

 

35,230

 

76,524

 

57,295

 

 

 

 

 

 

 

 

 

 

 

Reconciliation to Consolidated Statements of Operations:

 

 

 

 

 

 

 

 

 

Accretion of environmental liabilities

 

2,726

 

2,554

 

5,396

 

5,028

 

Depreciation and amortization

 

10,806

 

9,049

 

21,281

 

17,987

 

Income from operations

 

29,847

 

23,627

 

49,847

 

34,280

 

Other (income) expense

 

(59

)

5

 

45

 

(1

)

Interest expense, net of interest income

 

2,515

 

3,695

 

5,900

 

6,879

 

Income before provision for income taxes

 

$

27,391

 

$

19,927

 

$

43,902

 

$

27,402

 

 

The following table presents property, plant and equipment by reported segment and in the aggregate (in thousands):

 

 

 

June 30,
2008

 

December 31,
2007

 

Property, plant and equipment, net

 

 

 

 

 

Technical Services

 

$

232,899

 

$

216,796

 

Site Services

 

28,891

 

20,105

 

Corporate or other assets

 

33,728

 

25,700

 

 

 

$

295,518

 

$

262,601

 

 

The following table presents intangible assets by reported segment (in thousands):

 

Intangible assets:

 

 

 

 

 

Technical Services

 

 

 

 

 

Goodwill

 

$

22,375

 

$

21,424

 

Permits and other intangibles, net

 

68,391

 

69,995

 

Total Technical Services

 

90,766

 

91,419

 

Site Services

 

 

 

 

 

Goodwill

 

148

 

148

 

Permits and other intangibles, net

 

9,414

 

4,814

 

Total Site Services

 

9,562

 

4,962

 

Total

 

$

100,328

 

$

96,381

 

 

The following table presents the total assets by reported segment (in thousands):

 

 

 

June 30,
2008

 

December 31,
2007

 

Technical Services

 

$

457,012

 

$

369,053

 

Site Services

 

54,435

 

37,710

 

Corporate Items

 

443,741

 

363,125

 

Total

 

$

955,188

 

$

769,888

 

 

The following table presents the total assets by geographical area (in thousands):

 

 

 

June 30,
2008

 

December 31,
2007

 

United States

 

$

814,152

 

$

631,630

 

Canada

 

141,036

 

138,258

 

Total

 

$

955,188

 

$

769,888

 

 

18



Table of Contents

 

(17) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

 

On June 30, 2004, $150.0 million of Senior Secured Notes were issued by the parent company, Clean Harbors, Inc., and were guaranteed by all of the parent’s material subsidiaries organized in the United States. The notes are not guaranteed by the Company’s Canadian and Mexican subsidiaries. The following presents condensed consolidating financial statements for the parent company, the guarantor subsidiaries and the non-guarantor subsidiaries, respectively.

 

Following is the condensed consolidating balance sheet at June 30, 2008 (in thousands):

 

 

 

Clean
Harbors, Inc.

 

U.S. Guarantor
Subsidiaries

 

Foreign
Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

196,758

 

$

33,640

 

$

51,495

 

$

 

$

281,893

 

Intercompany receivables

 

 

6,844

 

26,605

 

(33,449

)

 

Other current assets

 

12,157

 

209,883

 

27,556

 

 

249,596

 

Property, plant and equipment, net

 

 

258,581

 

36,937

 

 

295,518

 

Investments in subsidiaries

 

389,041

 

150,208

 

91,654

 

(630,903

)

 

Intercompany note receivable

 

 

117,820

 

3,701

 

(121,521

)

 

Other long-term assets

 

20,244

 

73,457

 

34,480

 

 

128,181

 

Total assets

 

$

618,200

 

$

850,433

 

$

272,428

 

$

(785,873

)

$

955,188

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

75,036

 

$

165,268

 

$

21,371

 

$

 

$

261,675

 

Intercompany payables

 

33,449

 

 

 

(33,449

)

 

Closure, post-closure and remedial liabilities, net

 

 

145,574

 

18,937

 

 

164,511

 

Long-term debt

 

51,557

 

 

 

 

51,557

 

Capital lease obligations, net

 

 

416

 

140

 

 

556

 

Intercompany note payable

 

3,701

 

 

117,820

 

(121,521

)

 

Other long-term liabilities

 

49,547

 

1,582

 

20,850

 

 

71,979

 

Total liabilities

 

213,290

 

312,840

 

179,118

 

(154,970

)

550,278

 

Stockholders’ equity

 

404,910

 

537,593

 

93,310

 

(630,903

)

404,910

 

Total liabilities and stockholders’ equity

 

$

618,200

 

$

850,433

 

$

272,428

 

$

(785,873

)

$

955,188

 

 

Following is the condensed consolidating balance sheet at December 31, 2007 (in thousands):

 

 

 

Clean
Harbors, Inc.

 

U.S. Guarantor
Subsidiaries

 

Foreign
Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

35,925

 

$

32,301

 

$

51,312

 

$

 

$

119,538

 

Intercompany receivables

 

2,521

 

 

80,521

 

(83,042

)

 

Other current assets

 

12,287

 

220,060

 

28,553

 

 

260,900

 

Property, plant and equipment, net

 

 

230,449

 

32,152

 

 

262,601

 

Investments in subsidiaries

 

344,953

 

140,298

 

91,654

 

(576,905

)

 

Intercompany note receivable

 

 

121,445

 

3,701

 

(125,146

)

 

Other long-term assets

 

22,631

 

68,396

 

35,822

 

 

126,849

 

Total assets

 

$

418,317

 

$

812,949

 

$

323,715

 

$

(785,093

)

$

769,888

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

43,504

 

$

143,672

 

$

23,677

 

$

 

$

210,853

 

Intercompany payables

 

 

83,042

 

 

(83,042

)

 

Closure, post-closure and remedial liabilities, net

 

 

145,752

 

19,878

 

 

165,630

 

Long-term debt

 

120,712

 

 

 

 

120,712

 

Capital lease obligations, net

 

 

1,174

 

346

 

 

1,520

 

Intercompany note payable

 

3,701

 

 

121,445

 

(125,146

)

 

Other long-term liabilities

 

47,503

 

 

20,773

 

 

68,276

 

Total liabilities

 

215,420

 

373,640

 

186,119

 

(208,188

)

566,991

 

Stockholders’ equity

 

202,897

 

439,309

 

137,596

 

(576,905

)

202,897

 

Total liabilities and stockholders’ equity

 

$

418,317

 

$

812,949

 

$

323,715

 

$

(785,093

)

$

769,888

 

 

19



Table of Contents

 

Following is the consolidating statement of operations for the three months ended June 30, 2008 (in thousands):

 

 

 

Clean
Harbors, Inc.

 

U.S. Guarantor
Subsidiaries

 

Foreign
Non-
Guarantor
Subsidiaries

 

Consolidating 
Adjustments

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

228,485

 

$

37,187

 

$

(413

)

$

265,259

 

Cost of revenues

 

 

155,975

 

22,822

 

(413

)

178,384

 

Selling, general and administrative expenses

 

 

36,674

 

6,822

 

 

43,496

 

Accretion of environmental liabilities

 

 

2,451

 

275

 

 

2,726

 

Depreciation and amortization

 

 

9,602

 

1,204

 

 

10,806

 

Income from operations

 

 

23,783

 

6,064

 

 

29,847

 

Other income (expense)

 

 

58

 

1

 

 

59

 

Interest income (expense)

 

(2,987

)

21

 

451

 

 

(2,515

)

Equity in earnings of subsidiaries

 

28,298

 

4,360

 

 

(32,658

)

 

Intercompany dividend income (expense)

 

 

 

3,388

 

(3,388

)

 

Intercompany interest income (expense)

 

 

3,268

 

(3,268

)

 

 

Income before provision for income taxes

 

25,311

 

31,490

 

6,636

 

(36,046

)

27,391

 

Provision for income taxes

 

9,324

 

327

 

1,753

 

 

11,404

 

Net income

 

$

15,987

 

$

31,163

 

$

4,883

 

$

(36,046

)

$

15,987

 

 

Following is the consolidating statement of operations for the three months ended June 30, 2007 (in thousands):

 

 

 

Clean
Harbors, Inc.

 

U.S. Guarantor
Subsidiaries

 

Foreign
Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

206,635

 

$

32,699

 

$

(626

)

$

238,708

 

Cost of revenues

 

 

144,978

 

20,930

 

(626

)

165,282

 

Selling, general and administrative expenses

 

 

29,983

 

8,213

 

 

38,196

 

Accretion of environmental liabilities

 

 

2,310

 

244

 

 

2,554

 

Depreciation and amortization

 

 

7,574

 

1,475

 

 

9,049

 

Income from operations

 

 

21,790

 

1,837

 

 

23,627

 

Other income

 

 

7

 

(12

)

 

(5

)

Interest income (expense)

 

(3,443

)

(492

)

240

 

 

(3,695

)

Equity in earnings of subsidiaries

 

21,871

 

653

 

 

(22,524

)

 

Intercompany dividend income (expense)

 

 

 

3,117

 

(3,117

)

 

Intercompany interest income (expense)

 

 

3,006

 

(3,006

)

 

 

Income before provision for income taxes

 

18,428

 

24,964

 

2,176

 

(25,641

)

19,927

 

Provision for income taxes

 

7,240

 

301

 

1,198

 

 

8,739

 

Net income

 

$

11,188

 

$

24,663

 

$

978

 

$

(25,641

)

$

11,188

 

 

20



Table of Contents

 

Following is the consolidating statement of operations for the six months ended June 30, 2008 (in thousands):

 

 

 

Clean
Harbors, Inc.

 

U.S. Guarantor
Subsidiaries

 

Foreign
Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

437,343

 

$

76,054

 

$

(5,629

)

$

507,768

 

Cost of revenues

 

 

305,300

 

48,907

 

(5,629

)

348,578

 

Selling, general and administrative expenses

 

 

70,534

 

12,132

 

 

82,666

 

Accretion of environmental liabilities

 

 

4,842

 

554

 

 

5,396

 

Depreciation and amortization

 

 

18,813

 

2,468

 

 

21,281

 

Income from operations

 

 

37,854

 

11,993

 

 

49,847

 

Other (expense) income

 

 

(50

)

5

 

 

(45

)

Interest income (expense)

 

(6,617

)

(148

)

865

 

 

(5,900

)

Equity in earnings of subsidiaries

 

46,560

 

8,524

 

 

(55,084

)

 

Intercompany dividend income (expense)

 

 

 

6,797

 

(6,797

)

 

Intercompany interest income (expense)

 

 

6,557

 

(6,557

)

 

 

Income before provision for income taxes

 

39,943

 

52,737

 

13,103

 

(61,881

)

43,902

 

Provision for income taxes

 

15,034

 

656

 

3,303

 

 

18,993

 

Net income

 

$

24,909

 

$

52,081

 

$

9,800

 

$

(61,881

)

$

24,909

 

 

Following is the consolidating statement of operations for the six months ended June 30, 2007 (in thousands):

 

 

 

Clean
Harbors, Inc.

 

U.S. Guarantor
Subsidiaries

 

Foreign
Non-Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

384,226

 

$

63,681

 

$

(4,175

)

$

443,732

 

Cost of revenues

 

 

278,571

 

42,490

 

(4,175

)

316,886

 

Selling, general and administrative expenses

 

 

54,576

 

14,975

 

 

69,551

 

Accretion of environmental liabilities

 

 

4,568

 

460

 

 

5,028

 

Depreciation and amortization

 

 

14,727

 

3,260

 

 

17,987

 

Income from operations

 

 

31,784

 

2,496

 

 

34,280

 

Other income (expense)

 

 

13

 

(12

)

 

1

 

Interest income (expense)

 

(6,856

)

(569

)

546

 

 

(6,879

)

Equity in earnings of subsidiaries

 

32,070

 

635

 

 

(32,705

)

 

Intercompany dividend income (expense)

 

 

 

6,038

 

(6,038

)

 

Intercompany interest income (expense)

 

 

5,826

 

(5,826

)

 

 

Income before provision for income taxes

 

25,214

 

37,689

 

3,242

 

(38,743

)

27,402

 

Provision for income taxes

 

10,525

 

301

 

1,887

 

 

12,713

 

Net income

 

$

14,689

 

$

37,388

 

$

1,355

 

$

(38,743

)

$

14,689

 

 

21



Table of Contents

 

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2008 (in thousands):

 

 

 

Clean
Harbors, Inc.

 

U.S. Guarantor
Subsidiaries

 

Foreign
Non-Guarantor
Subsidiaries

 

Total

 

 

 

 

 

 

 

 

 

 

 

Net cash from operating activities

 

$

(19,675

)

$

53,791

 

$

8,165

 

$

42,281

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(23,686

)

(6,399

)

(30,085

)

Costs to obtain or renew permits

 

 

(1,357

)

3

 

(1,354

)

Proceeds from sales of fixed assets

 

 

65

 

 

65

 

Purchase of available-for-sale securities

 

(2,000

)

 

(374

)

(2,374

)

Sale of marketable securities

 

4,350

 

 

 

4,350

 

Acquisitions, net of cash acquired

 

(27,583

)

 

 

(27,583

)

Net cash from investing activities

 

(25,233

)

(24,978

)

(6,770

)

(56,981

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Change in uncashed checks

 

 

1,600

 

477

 

2,077

 

Proceeds from exercise of stock options

 

1,214

 

 

 

1,214

 

Proceeds from employee stock purchase plan

 

776

 

 

 

776

 

Payments of capital leases

 

 

(1,490

)

(217

)

(1,707

)

Proceeds from issuance of common stock, net

 

173,570

 

 

 

173,570

 

Excess tax benefit of stock-based compensation

 

2,598

 

 

 

2,598

 

Intercompany financing

 

27,583

 

(27,583

)

 

 

Net cash from financing activities

 

205,741

 

(27,473

)

260

 

178,528

 

Effect of exchange rate changes on cash

 

 

 

(1,473

)

(1,473

)

Increase in cash and cash equivalents

 

160,833

 

1,340

 

182

 

162,355

 

Cash and cash equivalents, beginning of period

 

35,925

 

32,301

 

51,312

 

119,538

 

Cash and cash equivalents, end of period

 

$

196,758

 

$

33,641

 

$

51,494

 

$

281,893

 

 

22



Table of Contents

 

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2007 (in thousands):

 

 

 

Clean
Harbors, Inc.

 

U.S. Guarantor
Subsidiaries

 

Foreign
Non-Guarantor
Subsidiaries

 

Total

 

 

 

 

 

 

 

 

 

 

 

Net cash from operating activities (1)

 

$

287

 

$

17,726

 

$

(2,685

)

$

15,328

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(14,327

)

(1,525

)

(15,852

)

Costs to obtain or renew permits

 

 

(112

)

 

(112

)

Proceeds from sales of fixed assets

 

 

160

 

282

 

442

 

Cost of available-for-sale securities

 

(950

)

(85

)

 

(1,035

)

Acquisition of Ensco Caribe, net of cash

 

(1,487

)

 

 

(1,487

)

Net cash from investing activities

 

(2,437

)

(14,364

)

(1,243

)

(18,044

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Change in uncashed checks

 

 

3,310

 

(273

)

3,037

 

Proceeds from exercise of stock options

 

1,193

 

 

 

1,193

 

Deferred financing costs incurred

 

(32

)

 

 

(32

)

Proceeds from employee stock purchase plan

 

542

 

 

 

542

 

Dividend payments on preferred stock

 

(138

)

 

 

(138

)

Payments of capital leases

 

 

(778

)

(92

)

(870

)

Other

 

(69

)

 

 

(69

)

Interest (payments) / received

 

 

10,223

 

(10,223

)

 

Dividends (paid) received

 

 

(11,777

)

11,777

 

 

Net cash from financing activities

 

1,496

 

978

 

1,189

 

3,663

 

Effect of exchange rate changes on cash

 

 

 

2,859

 

2,859

 

Increase (decrease) in cash and cash equivalents

 

(654

)

4,340

 

120

 

3,806

 

Cash and cash equivalents, beginning of period

 

822

 

44,854

 

27,874

 

73,550

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

168

 

$

49,194

 

$

27,994

 

$

77,356

 

 


(1)                                 Adjustments of $32,070 and $635 for Clean Harbors, Inc. and US Guarantor Subsidiaries, respectively, were made between investing activities and operating activities to correct amounts previously reported. The adjustments eliminate in consolidation and were considered immaterial.

 

(18) SUBSEQUENT EVENT

 

On July 28, 2008, pursuant to a redemption notice delivered on June 25, 2008, the Company redeemed $50.0 million principal amount of outstanding Senior Secured Notes and paid prepayment penalties. In connection with such redemption, the Company will record in the third quarter to loss on early extinguishment of debt an aggregate of $4.3 million, consisting of a $2.8 million prepayment penalty required by the indenture in connection with such redemption as well as non-cash expenses of $1.1 million related to unamortized financing costs and $0.4 million of unamortized discount on the Senior Secured Notes.   As of June 30, 2008, the $50.0 million principal amount of Senior Secured Notes which was redeemed on July 28, 2008, was classified on the Company’s balance sheet under current portion of long-term debt.

 

ITEM 2.               MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

In addition to historical information, this quarterly report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2008 under the heading “Risk Factors” and in other documents we file from time to time with the Securities and Exchange

 

23



Table of Contents

 

Commission.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

 

Overview

 

We provide a wide range of environmental services and solutions to a diversified customer base in the United States, Puerto Rico, Mexico and Canada. Throughout North America, we perform environmental services through a network of service locations, and operate incineration facilities, commercial landfills, wastewater treatment operations, and transportation, storage and disposal facilities, as well as polychlorinated biphenyls (“PCB”) management facilities and oil and used oil products recycling facilities.  In March 2008, we also acquired and now operate two solvent recycling facilities. We seek to be recognized by customers as the premier supplier of a broad range of value-added environmental services based upon quality, responsiveness, customer service, information technologies, breadth of product offerings and cost effectiveness.

 

The wastes handled include materials that are classified as “hazardous” because of their unique properties, as well as other materials subject to federal and state environmental regulation. We provide final treatment and disposal services designed to manage hazardous and non-hazardous wastes, which cannot be economically recycled or reused. We transport, treat and dispose of industrial wastes for commercial and industrial customers, health care providers, educational and research organizations, other environmental services companies and governmental entities.

 

Our Technical Services collects and transports containerized and bulk waste; performs categorization, specialized repackaging, treatment and disposal of laboratory chemicals and household hazardous wastes, which are referred to as CleanPack® services; and offers Apollo Onsite Services, which customize environmental programs at customer sites. This is accomplished through the network of service centers where a fleet of trucks, rail or other transport is dispatched to pick up customers’ waste either on a pre-determined schedule or on demand, and then to deliver waste to a permitted facility. From the service centers, chemists can also be dispatched to a customer location for the collection of chemical waste for disposal.

 

Our Site Services provide highly skilled experts utilizing specialty equipment and resources to perform services, such as industrial maintenance, surface remediation, groundwater restoration, site and facility decontamination, emergency response, site remediation, PCB disposal and oil disposal at the customer’s site or another location. These services are dispatched on a scheduled or emergency basis.

 

Environmental Liabilities

 

We have accrued environmental liabilities, as of June 30, 2008, of approximately $187.3 million, substantially all of which we assumed as part of our acquisition of substantially all of the assets of the Chemical Services Division, or “CSD,” of Safety-Kleen Corp. in September 2002 and several subsequent acquisitions. We anticipate such liabilities will be payable over many years and that cash flows generated from operations will be sufficient to fund the payment of such liabilities when required. However, events not now anticipated (such as future changes in environmental laws and regulations) could require that such payments be made earlier or in greater amounts than currently anticipated.

 

Closure and Post-closure Liabilities

 

The changes to closure and post-closure liabilities for the six months ended June 30, 2008 were as follows (in thousands):

 

 

 

Landfill
Retirement
Liability

 

Non-Landfill
Retirement
Liability

 

Total

 

Balance at January 1, 2008

 

$

22,896

 

$

6,833

 

$

29,729

 

Liabilities assumed in acquisitions

 

 

418

 

418

 

New asset retirement obligations

 

567

 

 

567

 

Accretion

 

1,536

 

426

 

1,962

 

Changes in estimate recorded to statement of operations

 

(527

)

108

 

(419

)

Other changes in estimates recorded to balance sheet

 

305

 

 

305

 

Settlement of obligations

 

(153

)

(567

)

(720

)

Currency translation and other

 

(57

)

(12

)

(69

)

Balance at June 30, 2008

 

$

24,567

 

$

7,206

 

$

31,773

 

 

24



Table of Contents

 

Remedial Liabilities

 

The changes to remedial liabilities for the six months ended June 30, 2008 were as follows (in thousands):

 

 

 

Remedial
Liabilities for
Landfill Sites

 

Remedial
Liabilities for
Inactive Sites

 

Remedial
Liabilities
(Including
Superfund) for
Non-Landfill
Operations

 

Total

 

Balance at January 1, 2008

 

$

5,682

 

$

88,619

 

$

60,458

 

$

154,759

 

Liabilities assumed in acquisitions

 

 

 

2,585

 

2,585

 

Accretion

 

133

 

2,074

 

1,227

 

3,434

 

Changes in estimate recorded to statement of operations

 

(171

)

(9

)

344

 

164

 

Settlement of obligations

 

(51

)

(1,947

)

(1,336

)

(3,334

)

Currency translation and other

 

(85

)

120

 

(2,110

)

(2,075

)

Balance at June 30, 2008

 

$

5,508

 

$

88,857

 

$

61,168

 

$

155,533

 

 

The $2.6 million of liabilities assumed relates to remediation liabilities at our solvent recovery facility at Hebron, Ohio acquired in March 2008.  Such remedial liabilities have been preliminarily determined and are subject to adjustment upon finalization of the purchase price.

 

Results of Operations

 

The following table sets forth for the periods indicated certain operating data associated with our results of operations. This table and subsequent discussions should be read in conjunction with Item 6, “Selected Financial Data,” and Item 8, “Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K for the year ended December 31, 2007 and Item 1, “Financial Statements,” in this report.

 

 

 

Percentage of Total Revenues

 

 

 

For the Three Months
Ended
June 30,

 

For the Six Months
Ended
June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

100.0

%

100.0

%

100.0

%

100.0

%

Cost of revenues (exclusive of items shown separately below)

 

67.3

 

69.2

 

68.6

 

71.4

 

Selling, general and administrative expenses

 

16.4

 

16.0

 

16.3

 

15.7

 

Accretion of environmental liabilities

 

1.0

 

1.1

 

1.1

 

1.1

 

Depreciation and amortization

 

4.1

 

3.8

 

4.2

 

4.1

 

Income from operations

 

11.2

 

9.9

 

9.8

 

7.7

 

Other income (expense)

 

 

 

 

 

Interest (expense), net of interest income

 

(0.9

)

(1.5

)

(1.2

)

(1.5

)

Income before provision for income taxes

 

10.3

 

8.4

 

8.6

 

6.2

 

Provision for income taxes

 

4.3

 

3.7

 

3.7

 

2.9

 

Net income

 

6.0

%

4.7

%

4.9

%

3.3

%

 

Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)

 

We define Adjusted EBITDA (a measure not defined under generally accepted accounting principles) as the term “EBITDA” is defined in our current credit agreement and indenture for covenant compliance purposes. This definition is net income (loss) plus accretion of environmental liabilities, depreciation and amortization, net interest expense, provision for (benefit from) income taxes, non-recurring severance charges, other non-recurring refinancing-related expenses, gain (loss) on sale of fixed assets, loss on early extinguishment of debt, and cumulative effect of change in accounting principle, net of tax.

 

Our management considers Adjusted EBITDA to be a measurement of performance which provides useful information to both management and investors. Adjusted EBITDA should not be considered an alternative to net income or loss or other measurements under accounting principles generally accepted in the United States. Because Adjusted EBITDA is not calculated identically by all companies, our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

 

25



Table of Contents

 

The following is a reconciliation of net income to Adjusted EBITDA for the six-month periods ended June 30, 2008 and 2007 (in thousands):

 

 

 

2008

 

2007

 

Net income

 

$

24,909

 

$

14,689

 

Accretion of environmental liabilities

 

5,396

 

5,028

 

Depreciation and amortization

 

21,281

 

17,987

 

Interest expense, net

 

5,900

 

6,879

 

Provision for income taxes

 

18,993

 

12,713

 

Other (income) loss

 

45

 

(1

)

Adjusted EBITDA

 

$

76,524

 

$

57,295

 

 

The following reconciles Adjusted EBITDA to cash from operations for the six-month periods ended June 30, 2008 and 2007 (in thousands):

 

 

 

2008

 

2007

 

Adjusted EBITDA

 

$

76,524

 

$

57,295

 

Interest expense, net

 

(5,900

)

(6,879

)

Provision for income taxes

 

(18,993

)

(12,713

)

Allowance for doubtful accounts

 

50

 

(410

)

Amortization of deferred financing costs and debt discount

 

1,076

 

1,001

 

Change in environmental estimates

 

(255

)

(1,666

)

Deferred income taxes

 

(41

)

(5,056

)

Stock-based compensation

 

1,785

 

1,967

 

Excess tax benefit of stock-based compensation

 

(2,598

)

 

Income tax benefits related to stock option exercises

 

2,618

 

 

Changes in assets and liabilities

 

 

 

 

 

Accounts receivable

 

10,370

 

(6,373

)

Other current assets

 

3,474

 

(6,189

)

Accounts payable

 

(9,144

)

(5,830

)

Other current liabilities

 

(12,631

)

3,616

 

Environmental expenditures

 

(4,054

)

(3,435

)

Net cash from operating activities

 

$

42,281

 

$

15,328

 

 

Segment data

 

Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA. The following table sets forth certain operating data associated with our results of operations and summarizes Adjusted EBITDA contribution by operating segment for the three- and six-month periods ended June 30, 2008 and 2007 (in thousands). We consider the Adjusted EBITDA contribution from each operating segment to include revenue attributable to each segment less operating expenses, which include cost of revenues and selling, general and administrative expenses. Revenue attributable to each segment is generally external or direct revenue from third party customers. Certain income or expenses of a non-recurring or unusual nature are not included in the operating segment Adjusted EBITDA contribution. This table and subsequent discussions should be read in conjunction with Item 6, “Selected Financial Data,” and Item 8, “Financial Statements and Supplementary Data” and in particular Note 17, “Segment Reporting” of our Annual Report on Form 10-K for the year ended December 31, 2007 and Item 1, “Financial Statements” and in particular Note 16, “Segment Reporting” in this report.

 

26



Table of Contents

 

 

 

Summary of Operations (in thousands)

 

 

 

For the Three Months
Ended June 30,

 

For the Six Months
Ended June 30,

 

 

 

2008

 

2007(1)

 

2008

 

2007(1)

 

 

 

 

 

 

 

 

 

 

 

Direct Revenues:

 

 

 

 

 

 

 

 

 

Technical Services

 

$

186,502

 

$

169,303

 

$

358,471

 

$

312,510

 

Site Services

 

79,490

 

69,560

 

150,497

 

131,742

 

Corporate Items

 

(733

)

(155

)

(1,200

)

(520

)

Total

 

265,259

 

238,708

 

507,768

 

443,732

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenues:

 

 

 

 

 

 

 

 

 

Technical Services

 

121,351

 

112,569

 

235,829

 

215,794

 

Site Services

 

56,399

 

50,936

 

112,060

 

99,149

 

Corporate Items

 

634

 

1,777

 

689

 

1,943

 

Total

 

178,384

 

165,282

 

348,578

 

316,886

 

 

 

 

 

 

 

 

 

 

 

Selling, General & Administrative Expenses:

 

 

 

 

 

 

 

 

 

Technical Services

 

17,591

 

15,409

 

34,855

 

30,018

 

Site Services

 

7,807

 

6,415

 

15,268

 

11,806

 

Corporate Items

 

18,098

 

16,372

 

32,543

 

27,727

 

Total

 

43,496

 

38,196

 

82,666

 

69,551

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

Technical Services

 

47,560

 

41,325

 

87,787

 

66,698

 

Site Services

 

15,284

 

12,209

 

23,169

 

20,787

 

Corporate Items

 

(19,465

)

(18,304

)

(34,432

)

(30,190

)

Total

 

$

43,379

 

$

35,230

 

$

76,524

 

$

57,295

 

 


(1)                                  Certain amounts have been reclassified to conform to the current year presentation.

 

Three months ended June 30, 2008 versus the three months ended June 30, 2007

 

Revenues

 

Total revenues for the three months ended June 30, 2008 increased $26.6 million to $265.3 million from $238.7 million for the comparable period in 2007.

 

Technical Services revenues for the three months ended June 30, 2008 increased $17.2 million to $186.5 million from $169.3 million for the comparable period in 2007. The primary increases in Technical Services revenues consisted of increases in the pricing of waste processed through our facilities of $18.2 million offset by a decrease in the volume of waste processed through our facilities of $10.1 million mostly due to a decline in landfill project business which, from a product mix perspective, inherently carries a lower rate than our base business volume.  The increase was also attributable to new business from the 2007 Romic acquisition, $2.3 million due to the strengthening of the Canadian dollar in 2008 as compared to 2007, especially strong performance in the transportation and disposal business line, as well as existing base business holding strong across all regions.

 

Site Services revenues for the three months ended June 30, 2008 increased $10.0 million to $79.5 million from $69.5 million for the comparable period in 2007.  In the second quarter of 2008 and in the same period of 2007, Site Services performed negligible large emergency response jobs. All other Site Services revenues increased $9.7 million from the second quarter of 2008 compared to the second quarter of 2007.   This increase was due to a larger volume of small emergency response projects as well as increased volume from new and existing customers.  The increase includes volume from the Universal Environmental, Inc. acquisition.  Revenues increased $0.2 million due to the strengthening of the Canadian dollar in the second quarter of 2008 as compared to the same period of 2007.

 

Corporate Items revenues for the three months ended June 30, 2008 decreased $0.5 million from $(0.1) million to $(0.6) million for the comparable period in 2007.  This decrease resulted mainly from higher intercompany disposal costs connected with remedial and maintenance projects on closed and idled operations and also the reduction of revenues relating to discontinuing the inter-segment billing of our internal training departmental costs.

 

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There are many factors which have impacted, and continue to impact, our revenues. These factors include, but are not limited to: the level of emergency response projects; competitive industry pricing, continued efforts by generators of hazardous waste to reduce the amount of hazardous waste they produce, significant consolidation among treatment and disposal companies, and industry-wide overcapacity.

 

Cost of Revenues

 

Total cost of revenues for the three months ended June 30, 2008 increased $13.1 million to $178.4 million compared to $165.3 million for the comparable period in 2007.

 

Technical Services cost of revenues for the three months ended June 30, 2008 increased $8.8 million to $121.4 million from $112.6 million for the comparable period in 2007. The increase resulted mainly from increases of $3.2 million in employee labor and related costs, $2.9 million in utility expense, $2.3 million in building and equipment repairs and maintenance expense, $1.2 million in outside disposal, $1.1 million in deferred costs, $0.9 million in downtime and turnaround expense, $0.1 million in subcontractor costs, $0.1 million in transportation and discharge fees and $1.4 million due to an unfavorable foreign exchange fluctuation relating to the Canadian dollar. Offsetting these increases, cost of revenues decreased $3.5 million in outside transportation and rail costs, $0.6 million in an unfavorable change in environmental liability estimates and $0.3 million in materials and supplies costs.

 

 Site Services cost of revenues for the three months ended June 30, 2008 increased $5.5 million to $56.4 million from $50.9 million for the comparable period in 2007.  Labor and related costs increased $3.4 million due to expansion and growth, particularly in the West and Mid-West regions.  Fuel and other vehicle related costs increased $2.4 million.  These increases were offset by a reduction of $0.7 million in equipment rentals due to our efforts to internalize these costs through capital purchases.  Cost of revenues increased $0.2 million due to the strengthening of the Canadian dollar in the second quarter 2008 as compared to the same period in 2007.

 

Corporate Items cost of revenues for the three months ended June 30, 2008 decreased $1.2 million to $0.6 million from $1.8 million for the comparable period in 2007.  The decrease resulted mainly from lower permit and compliance costs at a newly closed location and a higher recharge to operating segments of centrally contracted insurance costs.

 

We believe that our ability to manage operating costs is important in our ability to remain price competitive. We continue to upgrade the quality and efficiency of our waste treatment services through the development of new technology and continued modifications and upgrades at our facilities, and implementation of strategic sourcing initiatives. We plan to continue to focus on achieving cost savings relating to purchased goods and services through a strategic sourcing initiative. No assurance can be given that our efforts to reduce future operating expenses will be successful.

 

Selling, General and Administrative Expenses

 

Total selling, general and administrative expenses for the three months ended June 30, 2008 increased $5.3 million to $43.5 million from $38.2 million for the comparable period in 2007.

 

Technical Services selling, general and administrative expenses for the three months ended June 30, 2008 increased $2.2 million to $17.6 million from $15.4 million for the comparable period in 2007 primarily due to increased headcount and related labor costs required to support business growth plus $0.2 million due to the strengthening of the Canadian dollar in 2008 as compared to 2007.

 

Site Services selling, general and administrative expenses for the three months ended June 30, 2008 increased $1.4 million to $7.8 million for the three-month period ended June 30, 2008 from $6.4 million for the corresponding period of the preceding year.  The increase was primarily due to increased headcount, incentive compensation and related labor costs required to support acquisition and business growth of $1.2 million in the second quarter of 2008 as compared to the same period in 2007.

 

Corporate Items selling, general and administrative expenses for the three months ended June 30, 2008 increased $1.7 million to $18.1 million from $16.4 million for the comparable period in 2007.  The increase resulted mainly from higher professional and legal fees of $1.7 million, higher incentive compensation costs of $1.1 million, and higher salary and recruiting costs totaling approximately $0.7 million, offset by a favorable turnaround in foreign exchange losses of $1.3 million and a $0.5 million reduction in rent expense, telephone expense and temporary services fees.

 

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Adjusted EBITDA Contribution

 

The combined Adjusted EBITDA contribution by segment for the three months ended June 30, 2008 increased $8.2 million to $43.4 million from $35.2 million for the comparable period in 2007.  The contribution of Technical Services increased $6.2 million, Site Services contribution increased $3.1 million and Corporate Items costs increased $1.1 million.

 

The combined Adjusted EBITDA contribution was comprised of revenues of $265.3 million and $238.7 million, net of cost of revenues of $178.4 million and $165.3 million and selling, general and administrative expenses of $43.5 million and $38.2 million for the three-month periods ended June 30, 2008 and 2007, respectively.

 

Accretion of Environmental Liabilities

 

Accretion of environmental liabilities for the three month periods ended June 30, 2008 and 2007 was similar at $2.7 million and $2.6 million, respectively.

 

Depreciation and Amortization

 

Depreciation and amortization expense for the three months ended June 30, 2008 increased $1.8 million to $10.8 million from $9.0 million for the comparable period in 2007. The increase in depreciation arose primarily from $1.3 million related to assets added as part of our recent acquisitions of Romic, Universal Environmental, Inc. and solvent recovery businesses, $0.4 million related to asset additions at our El Dorado location acquired as part of the Teris acquisition, and other net increases of $0.1 million.

 

Interest Expense, Net

 

Interest expense, net of interest income for the three months ended June 30, 2008 decreased $1.2 million to $2.5 million from $3.7 million for the comparable period in 2007 primarily due to an $0.8 million increase in interest received, mainly attributable to the interest earned on the proceeds from the April issuance of common stock; the remaining $0.4 million decrease was due to a reduction in interest expense, primarily resulting from the termination of capital leases and a reduction in interest rates.

 

Income Taxes

 

Income tax expense for the three months ended June 30, 2008 increased $2.7 million to $11.4 million from $8.7 million for the comparable period in 2007 mainly due to higher income before taxes. Income tax expense for the second quarter of 2008 consisted of a current tax expense relating to the Canadian operations of $0.7 million, federal income tax of $6.8 million, and a state income tax expense of $2.1 million, other foreign locations of $0.4 million and interest and penalties related to tax contingencies of $1.4 million.  Income tax expense for the second quarter of 2007 consisted of a current tax expense relating to the Canadian operations of $0.6 million, including withholding taxes, federal income tax of $5.3 million, and a state income tax expense of $1.4 million relating to profitable operations in certain legal entities and interest and penalties related to tax contingencies of $1.4 million.

 

SFAS 109, “Accounting for Income Taxes,” requires that a valuation allowance be established when, based on an evaluation of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, as of June 30, 2008 and December 31, 2007, our valuation allowance remained at approximately $10.0 million.

 

Management recognizes interest and penalties related to income tax matters as a component of income tax expense. The liability for unrecognized tax benefits as of June 30, 2008 and December 31, 2007, included gross accrued interest and penalties of $21.5 million and $17.8 million, respectively. Tax expense for each of the three months ended June 30, 2008 and 2007 included interest and penalties, net of tax, of $1.4 million.

 

Net Income

 

Net income for the three months ended June 30, 2008 was $16.0 million and included a benefit of $0.2 million related to changes in our environmental liabilities estimates. Net income for the three months ended June 30, 2007 was $11.2 and included a charge of $0.3 million related to changes in our environmental liabilities estimates.

 

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Six months ended June 30, 2008 versus the six months ended June 30, 2007

 

Revenues

 

Total revenues for the six months ended June 30, 2008 increased $64.1 million to $507.8 million from $443.7 million for the comparable period in 2007.

 

Technical Services revenues for the six months ended June 30, 2008 increased $46.0 million to $358.5 million from $312.5 million for the comparable period in 2007. The primary increases in Technical Services revenues consisted of increases in the pricing of waste processed through our facilities of $25.2 million offset by a decrease in the volume of waste processed through our facilities of $3.0 million.  The increase was also attributable to new business from the 2007 Romic acquisition, $6.2 million due to the strengthening of the Canadian dollar in 2008 as compared to 2007, especially strong performance in the transportation and disposal business line, as well as existing base business holding strong across all regions.

 

Site Services revenues for the six months ended June 30, 2008 increased $18.8 million to $150.5 million from $131.7 million for the comparable period in 2007. In the first half of 2008, Site Services performed negligible large emergency response jobs, compared with 2007, during which Site Services performed large emergency response jobs accounting for $2.6 million, offset by intercompany costs of $0.5 million, resulting in direct revenue of $2.1 million, or 1.6% of direct revenue for this segment.  All other Site Services revenues increased $14.7 million from the first half of 2007 as compared to the first half of 2008.  This growth was due to increased revenue in the West region, from the Universal Environmental, Inc. and Romic acquisitions and organic growth, Northeast growth from existing accounts, South and Mid-West from small emergency response projects as well as organic growth.  These base business increases were augmented by large project business growth of $3.9 million and transportation growth of $1.6 million in 2008 compared to 2007.  Revenues increased $0.5 million due to the strengthening of the Canadian dollar in 2008 as compared to 2007.

 

Corporate Items revenues for the six months ended June 30, 2008 decreased $0.7 million to $(1.2) million from $(0.5) million for the comparable period in 2007.  This decrease resulted mainly from higher intercompany disposal costs connected with remedial and maintenance projects on closed and idled operations, and also the reduction of revenues relating to discontinuing the inter-segment billing of our internal training departmental costs.

 

There are many factors which have impacted, and continue to impact, our revenues. These factors include, but are not limited to: the level of emergency response projects; competitive industry pricing, continued efforts by generators of hazardous waste to reduce the amount of hazardous waste they produce, significant consolidation among treatment and disposal companies, and industry-wide overcapacity.

 

Cost of Revenues

 

Total cost of revenues for the six months ended June 30, 2008 increased $31.7 million to $348.6 million compared to $316.9 million for the comparable period in 2007.

 

Technical Services cost of revenues increased $20.0 million to $235.8 million from $215.8 million for the comparable period in 2007.  The increase resulted mainly from increases of $4.8 million in building and equipment repairs and maintenance expense, $4.8 million in employee labor and related costs, $3.6 million in utility expense, $3.0 million in outside disposal costs, $2.0 million in deferred costs, $1.2 million in downtime and turnaround costs, $0.7 million in taxes and insurance, $0.6 million in subcontractor costs, $0.2 million in transportation and discharges fees, $0.1 million in travel expenses and $3.8 million due to an unfavorable foreign exchange fluctuation relating to the Canadian dollar.  Offsetting these increases were decreases of $3.4 million in outside transportation and rail costs, $0.9 million in materials and supplies costs and an unfavorable change of $0.5 million in environmental liability estimates.

 

Site Services cost of revenues increased $13.0 million to $112.1 million from $99.1 million for the comparable period in 2007. Cost of revenues for the first half of 2008 related to the performance of large emergency response jobs decreased by $1.5 million to $0.2 million in 2008, as compared to $1.7 million for comparable period of 2007.  All other Site Services cost of revenues increased $5.8 million in outside transportation and fuel costs from higher product costs, $5.5 million in labor and related costs from increased volumes, $1.2 million in increased materials and supplies costs, primarily related to a project in the South region in 2008.  Additionally, subcontract costs increased $0.9 million, outside disposal costs increased $0.7 million and travel expenses increased $0.6 million due to increased volume.  Fixed costs, including rent and utilities, increased $0.5 million.  These increases were offset by a reduction of $1.4 million in equipment rental costs due to changes in business mix and our efforts to internalize these costs through capital expenditures.  Cost of revenues increased $0.6 million due to the strengthening of the Canadian dollar in 2008 as compared to 2007.

 

Corporate Items cost of revenues for the six months ended June 30, 2008 decreased $1.3 million to $0.7 million from $2.0 million for the comparable period in 2007. The decrease resulted mainly from lower permit and compliance costs at a location that recently ceased operations of $0.8 million and the reduction of general insurance expense of $0.4 million.

 

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We believe that our ability to manage operating costs is important in our ability to remain price competitive. We continue to upgrade the quality and efficiency of our waste treatment services through the development of new technology and continued modifications and upgrades at our facilities, and implementation of strategic sourcing initiatives. We plan to continue to focus on achieving cost savings relating to purchased goods and services through a strategic sourcing initiative. No assurance can be given that our efforts to reduce future operating expenses will be successful.

 

Selling, General and Administrative Expenses

 

Total selling, general and administrative expenses for the six months ended June 30, 2008 increased $13.2 million to $82.7 million from $69.5 million for the comparable period in 2007.

 

Technical Services selling, general and administrative expenses for the six months ended June 30, 2008 increased $4.9 million to $34.9 million from $30.0 million for the comparable period in 2007 primarily due to increased headcount and related labor costs required to support business growth plus $0.4 million due to the strengthening of the Canadian dollar in 2008 as compared to 2007.

 

Site Services selling, general and administrative expenses increased $3.5 million to $15.3 million for the six-month period ended June 30, 2008 from $11.8 million for the corresponding period of the preceding year. The change was related to increased headcount and incentive compensation in the first half of 2008 as compared to the same period of 2007.  2007 included a benefit of $0.4 million from a change in environmental liability estimates which was not realized in 2008.

 

Corporate Items selling, general and administrative expenses for the six months ended June 30, 2008 increased $4.8 million to $32.5 million from $27.7 million for the comparable period in 2007. The increase resulted primarily from increased incentive compensation costs of $4.0 million, an unfavorable change of $1.5 million in environmental liability estimates, increased professional fees of $1.1 million, increased health insurance charges of $0.8 million and an unfavorable change in bad debt expense of $0.5 million, offset by a favorable turnaround in foreign exchange losses of $2.3 million and a $0.9 million reduction in rent expense, telephone expense, computer expense and temporary services fees.

 

Adjusted EBITDA Contribution

 

The total combined Adjusted EBITDA contribution by segment for the six months ended June 30, 2008 increased $19.2 million to $76.5 million from $57.3 million for the comparable period in 2007. The contribution of Technical Services increased $21.1 million, the contribution of Site Services increased $2.3 million and an increase in Corporate Items costs of $4.2 million.

 

The combined Adjusted EBITDA contribution was comprised of revenues of $507.8 million and $443.7 million, net of cost of revenues of $348.6 million and $316.9 million and selling, general and administrative expenses of $82.7 million and $69.5 million for the six-month periods ended June 30, 2008 and 2007, respectively.

 

Accretion of Environmental Liabilities

 

Accretion of environmental liabilities for the six months ended June 30, 2008 increased $0.4 million to $5.4 million from $5.0 million for the comparable period in 2007 primarily due to the annual recalculation of the landfill accretion rate.

 

Depreciation and Amortization

 

Depreciation and amortization expense for the six months ended June 30, 2008 increased $3.3 million to $21.3 million from $18.0 million for the comparable period in 2007. The increase in depreciation arose primarily from $1.1 million of depreciation of assets added to develop our El Dorado facility acquired as part of the Teris acquisition, $1.3 million related to assets added as part of our recent acquisitions of Romic, Universal Environmental, Inc. and the two solvent recycling facilities, $0.5 million for additional software development, and higher net volumes at our landfills of $0.2 million.

 

Interest Expense, Net

 

Interest expense, net of interest income for the six months ended June 30, 2008, decreased $0.9 million to $5.9 million from $6.8 million for the comparable period in 2007. The decrease was primarily due to an increase in interest income received, attributable to the interest earned on the proceeds from the April issuance of common stock, as well as higher cash balances.

 

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Income Taxes

 

Income tax expense for the six months ended June 30, 2008 increased $6.3 million to $19.0 million from $12.7 million for the comparable period in 2007 mainly due to higher income before taxes.  Income tax expense for the six months ended June 30, 2008 consisted of a current tax expense relating to the Canadian operations of $1.6 million, federal income tax of $10.4 million, a state income tax expense of $3.3 million, other foreign locations of $0.7 million and interest and penalties related to tax contingencies of $3.0 million.  Income tax expense for the six months ended June 30, 2007 consisted primarily of a current tax expense relating to the Canadian operations of $0.9 million, including withholding taxes, federal income tax of $7.2 million, and a state income tax expense of $2.0 million relating to profitable operations in certain legal entities and interest and penalties related to tax contingencies of $2.6 million.

 

SFAS 109, “Accounting for Income Taxes,” requires that a valuation allowance be established when, based on an evaluation of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, as of June 30, 2008 and December 31, 2007, we had a remaining valuation allowance of approximately $10.0 million.  The allowance consists of $8.6 million of foreign tax credits and $1.4 million of federal and state net operating loss carryforwards related to tax deductions for the exercise of non-qualified stock options.

 

Management recognizes interest and penalties related to income tax matters as a component of income tax expense. The liability for unrecognized tax benefits as of June 30, 2008 and December 31, 2007, included gross accrued interest and penalties of $21.5 million and $17.8 million, respectively. Tax expense for the six months ended June 30, 2008 and 2007 included interest and penalties, net of tax, of $3.0 million and $2.6 million, respectively.

 

Net Income

 

Net income for the six months ended June 30, 2008 was $24.9 million and included a benefit of $0.3 million related to changes in our environmental liabilities estimates. Net income for the three months ended June 30, 2007 was $14.7 and included a benefit of $1.7 million related to changes in our environmental liabilities estimates.

 

Liquidity and Capital Resources

 

    Cash and Cash Equivalents

 

Our primary sources of liquidity are cash flows from operations, existing cash, marketable securities, funds available to borrow under our revolving facility, and funds raised in our April 2008 public offering of stock. As of June 30, 2008, cash and cash equivalents were $281.9 million and funds available to borrow under the revolving facility were $31.2 million.

 

We intend to use our existing cash and cash equivalents, marketable securities and cash flow from operations to provide for our working capital needs and to fund capital expenditures. We anticipate that our cash flow provided by operating activities will provide the necessary funds on a short- and long-term basis to meet operating cash requirements. We had accrued environmental liabilities as of June 30, 2008 of approximately $187.3 million, substantially all of which we assumed in connection with our acquisition of the CSD assets in September 2002 and several subsequent acquisitions. We anticipate such liabilities will be payable over many years and that cash flow from operations will generally be sufficient to fund the payment of such liabilities when required. However, events not anticipated (such as future changes in environmental laws and regulations) could require that such payments be made earlier or in greater amounts than currently anticipated, which could adversely affect our results of operations, cash flow and financial condition.

 

On April 29, 2008, we issued 2.875 million shares of common stock, including 375,000 shares of common stock issued upon exercise of an underwriters option, at a public offering price of $63.75 per share.   After deducting the underwriter discount and offering expenses, we received net proceeds of $173.6 million from the issuance. We expect to use the net proceeds for one or more of the following: potential future acquisitions, repayment of debt and working capital.

 

On July 28, 2008, pursuant to a redemption notice delivered on June 25, 2008, we redeemed $50.0 million principal amount of outstanding Senior Secured Notes and paid prepayment penalties of $2.8 million.

 

Cash Flows for the six months ended June 30, 2008

 

For the six months ended June 30, 2008, we had a net increase of cash of $42.3 million from our operating activities. We reported net income for the period of $24.9 million and non-cash expenses of $29.3 million. These non-cash expenses consisted primarily of $21.3 million for depreciation and amortization, $5.4 million for accretion of environmental liabilities, $1.8 million for stock based compensation and $1.1 million for amortization of deferred financing and debt. Net uses of cash for working capital

 

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purposes totaled $12.0 million and consisted primarily of $4.1 million in environmental expenditures, a $1.7 million increase in supplies, a $0.6 million increase in prepaid expenses, an increase of $0.5 million in other assets, a decrease of $9.1 million in accounts payable, a decrease of $6.9 million in income taxes payable, a $6.5 million decrease in deferred revenue, a $0.6 million decrease in accrued disposal costs, offset by an increase of $1.3 million in other accrued expenses, a decrease of $10.4 million in accounts receivable, a reduction of $4.7 million in unbilled receivable and a $1.6 million decrease in deferred costs.

 

For the six months ended June 30, 2008, we used $57.0 million of net cash in our investing activities. Uses of cash totaled $61.4 million and consisted primarily of additions to property, plant, and equipment of $30.0 million, acquisition costs of $27.6 million, purchase of marketable securities of $2.4 million and costs associated to obtain or renew permits and intangibles of $1.4 million. Sources of cash totaled $4.4 million from sales of marketable securities.

 

For the six months ended June 30, 2008, our financing activities resulted in a net cash increase of $178.5 million and consisted primarily of $173.6 in proceeds from the issuance of common stock, $2.6 million in excess tax benefit of stock-based compensation, an increase of $2.1 million in uncashed checks, $1.2 million in proceeds from the exercise of stock options and $0.8 million in proceeds from the employee stock purchase plan, offset by $1.7 million of payments on capital leases.

 

Cash flows for the six months ended June 30, 2007

 

For the six months ended June 30, 2007, we had a net increase of cash of $15.3 million from our operating activities. We reported net income for the period of $14.7 million. In addition, we reported non-cash expenses during this period totaling $18.9 million. These non-cash expenses consisted primarily of $18.0 million for depreciation and amortization, $5.0 million for the accretion of environmental liabilities, $2.0 million for stock based compensation, a reduction of $5.1 million of deferred income taxes, and a reduction of  $1.7 million in our environmental liability estimates. Net use of cash for working capital purposes totaled $18.2 million and consisted primarily of a decrease of $5.8 million in accounts payable, a $5.7 million decrease in other accrued expenses, a $6.4 million increase in accounts receivable, a $3.8 million increase in unbilled receivables, a $1.3 million increase in supplies inventory and $3.4 million in environmental expenditures offset by an increase in income tax payable of $8.7 million.

 

For the six months ended June 30, 2007, we used $18.0 million of net cash in our investing activities. Uses of cash totaled $18.5 million and consisted primarily of the acquisition of Ensco Caribe assets of $1.5 million, additions to property, plant, and equipment of $15.9 million, and $1.0 million in the purchase of available-for-sale securities.  Sources of cash totaled $0.4 million and consisted of proceeds from the sale of fixed assets.

 

For the six months ended June 30, 2007, our financing activities resulted in a net cash increase of $3.7 million and consisted primarily of a $3.0 million increase in uncashed checks and $1.2 million in proceeds from exercising stock options, partially offset by $0.9 million of payments on capital leases.

 

Financing Arrangements

 

At June 30, 2008, we had outstanding $91.5 million of eight-year senior secured notes due 2012 (the “senior secured notes”), a $70.0 million revolving credit facility (the “revolving facility”), a $50.0 million synthetic letter of credit facility (the “synthetic LC Facility”), and a $30.0 million term loan (the “term loan”).   The financing arrangements and principal terms of the each are discussed further in our 2007 Annual Report on Form 10-K.  As discussed above, on July 28, 2008, we redeemed $50.0 million principal amount of outstanding Senior Secured Notes.  Other than the $50.0 million redemption, there have not been any other material changes in our terms and conditions during the first six months of 2008.

 

The indenture under which our Senior Secured Notes are outstanding provides for certain covenants, the most restrictive of which requires us, within 120 days after the close of each twelve-month period ending on June 30 of each year (beginning June 30, 2005 and ending on June 30, 2011) to apply an amount equal to 50% of the period’s Excess Cash Flow (as defined below) to either (i) prepay, repay, redeem or purchase our first-lien obligations under the Revolving Facility and Synthetic LC Facility or capitalized lease obligations or (ii) make offers (“Excess Cash Flow Offers”) to repurchase all or part of the then outstanding Senior Secured Notes at an offering price equal to 104% of their principal amount plus accrued interest. “Excess Cash Flow” is defined in the Indenture as consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) less interest expense, all taxes paid or accrued in the period, capital expenditures made in cash during the period, and all cash spent on environmental monitoring, remediation or relating to our environmental liabilities.

 

We are required within 120 days following June 30, 2008, to offer to repurchase the Senior Secured Notes in the amount of $19.2 million of the Excess Cash Flow generated during the twelve-month period ended June 30, 2008.  To the extent the Note holders do not accept an Excess Cash Flow Offer based on the Excess Cash Flow earned through June 30, 2008, such Excess Cash Flow will not be included in the amount of Excess Cash Flow earned in subsequent periods. However, the indenture’s requirement to make

 

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Excess Cash Flow Offers in respect of Excess Cash Flow earned in subsequent twelve-month periods will remain in effect.

 

Liquidity Impacts of Uncertain Tax Positions

 

As discussed in Note 12, “Income Taxes,” to our financial statements included in Item 1 of this report, we have significant liabilities associated with potential tax liabilities and related interest and penalties aggregating $71.2 million. These liabilities are classified as “other long-term liabilities” in our unaudited consolidated balance sheet in accordance with the provision of FIN 48 adopted on January 1, 2007 because of the uncertainties involved. We are not able to reasonably estimate when we would make any cash payments to settle these liabilities, which related to unrecognized tax benefits for which the statute of limitations might expire without examination by the respective taxing authority.  However, we do not believe material cash payments will be required in the next 12 months.

 

Auction Rate Securities

 

As of June 30, 2008, our investments included $6.6 million as non-current, available for sale securities. Auction rate securities are generally long-term debt instruments that provide liquidity through a Dutch auction process that resets the applicable interest rate at predetermined calendar intervals, generally every 28 days. This mechanism generally allows investors to rollover their holdings and continue to own their respective securities (with new interest rates set in the most recent auctions) or liquidate their holdings by selling their securities at par value.

 

Prior to January 1, 2008, we generally invested in auction rate securities for short periods of time as part of our cash management program.   Due to recent events in credit markets, the auction events for these instruments held by us failed during the first six months of 2008.   During the second quarter, we did accept an offer to purchase a $1.5 million auction rate security at par and it was settled in May 2008.   We are unable to determine when the market for student loan collateralized instruments will recover therefore we have classified the remaining auction rate securities as non-current and have included them in long-term investments on our unaudited consolidated balance sheet at June 30, 2008.

 

As of June 30, 2008, we held certain assets that are required to be measured at fair value on a recurring basis. These included, but were limited to, our auction rate securities classified as available for sale and reflected at fair value.   The fair values of the securities are estimated as of June 30, 2008 utilizing a discounted cash flow analysis or significant other observable inputs.  The discounted cash flow analyses consider, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the timing of expected future cash flows, and the expectation of the next time the security is expected to have a successful auction.  These securities were also compared, when possible, to other observable market data with similar characteristics to the securities held by us.  Prior to January 1, 2008, fair value was based on quoted market prices in the auction rate security markets.

 

As of June 30, 2008, all of our auction rate securities continue to have AAA underlying ratings. The underlying assets of our auction rate securities are student loans, which are substantially insured by the Federal Family Education Loan Program.  As a result of the temporary declines in fair value for our auction rate securities, which we attribute to liquidity issues rather than credit issues, we have recorded an unrealized pre-tax loss of $0.4 million for the six months ended June 30, 2008.  The unrealized loss resulted in an after-tax reduction of $0.2 million to accumulated other comprehensive income.  We assessed this decline in value to be temporary due to the relatively short period of time and the extent to which the fair value has been less than par, the financial condition and near-term prospects of the underlying issuers, and the anticipated recovery in the market value.  As of June 30, 2008, we continued to earn interest on all of our auction rate security instruments.  Any future fluctuation in fair value related to these instruments that we deem to be temporary, including any recoveries of previous write-downs, would be recorded to accumulated other comprehensive income.  If we determine that any future fair value adjustment were other than temporary, we would record a charge to earnings as appropriate.

 

Based on market conditions, we changed our valuation methodology for auction rate securities to a discounted cash flow analysis or significant other observable inputs, during the first quarter of 2008.  Accordingly, these securities changed from Level 1 to either Level 2 or Level 3 within SFAS 157’s hierarchy since our initial adoption of SFAS 157 at January 1, 2008.

 

Stockholder Matters

 

On April 29, 2008, we issued 2.875 million shares of common stock, including 375,000 shares of common stock issued upon exercise of an underwriters’ option, at a public offering price of $63.75 per share.   After deducting the underwriter discount and offering expenses, we received net proceeds of $173.6 million from the issuance.

 

On May 15, 2008, we granted 91,556 performance share awards that are subject to achieving predetermined revenue and EBITDA targets by December 31, 2009 and also include continued service conditions.   If the Company does not achieve the

 

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performance goals by the end of 2009, the shares will be forfeited in their entirety.  For the three and six months ended June 30, 2008, management believed that it was probable that the performance targets will be achieved.

 

ITEM 3.                    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are subject to market risk on the interest that we pay on our debt due to changes in the general level of interest rates. Our philosophy in managing interest rate risk is to borrow at fixed rates for longer time horizons to finance non-current assets and to borrow (to the extent, if any, required) at variable rates for working capital and other short-term needs. The following table provides information regarding our fixed rate borrowings at June 30, 2008 (in thousands):

 

Scheduled Maturity Dates

 

Six
Months
Remaining
2008

 

2009

 

2010

 

2011

 

2012

 

Thereafter

 

Total

 

Senior secured notes

 

$

50,000

 

$

 

$

 

$

 

$

41,518

 

$

 

$

91,518

 

Capital lease obligations

 

307

 

432

 

165

 

113

 

21

 

 

1,038

 

 

 

$

50,307

 

$

432

 

$

165

 

$

113

 

$

41,539

 

$

 

$

92,556

 

Weighted average interest rate on fixed rate borrowings

 

11.5

%

11.5

%

11.5

%

11.5

%

11.5

%

11.5

%

 

 

 

In addition to the fixed rate borrowings described in the above table, we had at June 30, 2008 (i) a $70.0 million revolving facility (ii) a $50.0 million synthetic LC facility, and (iii) a $30.0 million term loan. At June 30, 2008, we had: (i) no borrowings and $38.8 million of letters of credit outstanding under the revolving facility and (ii) $48.0 million of letters of credit outstanding under the synthetic LC facility. Borrowings outstanding under the revolving facility bear interest at an annual rate of either the U.S. or Canadian prime rate (depending on the currency of the underlying loan), or the Eurodollar rate plus 1.50%, and we are required to pay fees at an annual rate of 1.5% on the amount of letters of credit outstanding under the revolving facility and an unused line fee of 0.125% per annum on the unused portion of the revolving facility. As of June 30, 2008, we were required to pay a quarterly participation fee at the annual rate of 2.85% on the $50.0 million maximum amount of the synthetic LC facility and a quarterly fronting fee at an annual rate of 0.30% of the average daily aggregate amount of letters of credit outstanding under the synthetic LC facility. The term loan bears interest, at our option, at the Eurodollar rate plus 2.5% or the U.S. prime rate plus 1.5%. Had the interest rate on our variable borrowings been 10% higher, we would have reported decreased net income of $0.1 million for each of the three-month periods ended June 30, 2008 and 2007 and $0.1 million for each of the six-month periods ended June 30, 2008 and 2007.

 

We are subject to market risks associated with our investment in auction rate securities which aggregated $6.6 million as of June 30, 2008. Auction rate securities are generally long-term debt instruments that provide liquidity through a Dutch auction process that resets the applicable interest rate at predetermined calendar intervals, generally every 28 days. This mechanism generally allows existing investors to rollover their holdings and continue to own their respective securities or liquidate their holdings by selling their securities at par value.   Prior to January 1, 2008, we generally invested in auction rate securities for short periods of time as part of our cash management program.   Due to recent events in credit markets, the auction events for these instruments held by us failed during the first six months of 2008.   We are unable to determine when the market for student loan collateralized instruments will recover therefore we have classified the auction rate securities as non-current and have included them in long-term investments on our unaudited consolidated balance sheet at June 30, 2008.

 

Historically, we have not entered into derivative or hedging transactions, nor have we entered into transactions to finance off-balance sheet debt. We view our investment in our Canadian and Mexican subsidiaries as long-term; thus, we have not entered into any hedging transactions between the Canadian dollar and the U.S. dollar or between the Mexican peso and the U.S. dollar. During the three- and six-month periods ended June 30, 2008, total foreign currency losses were $0.2 million and gains were $0.6 million, respectively, primarily between U.S. and Canadian dollars. During the three- and six-month periods ended June 30, 2007, total foreign currency losses were $1.6 million and $1.7 million, respectively, primarily between U.S. and Canadian dollars. The fluctuation for the three- and six-month periods ended June 30, 2008 and 2007 for Mexico was not material to the Company. The Canadian subsidiaries transact approximately 26.3% of their business in U.S. dollars and at any period end have cash on deposit in U.S. dollars and outstanding U.S. dollar accounts receivable related to these transactions. These cash and receivable accounts are vulnerable to foreign currency translation gains or losses. During the three- and six-month periods ended June 30, 2008, the U.S. dollar fell 0.9% and rose 3.0%, respectively against the Canadian dollar, resulting in foreign currency exchange losses of $0.2 million and exchange gains of $0.7 million, respectively.   During the three- and six-month periods ended June 30, 2007, the U.S. dollar fell 8.4% and 9.6%, respectively against the Canadian dollar, resulting in foreign currency exchange losses of $1.7 million and $1.8 million, respectively.

 

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Exchange rate movements also affect the translation of Canadian generated profits and losses into U.S. dollars. The average exchange rate for the six-month periods ended June 30, 2008 and 2007 was 1.01 and 1.13 Canadian dollars to the U.S. dollar, respectively.

 

Had there been a fluctuation in the Canadian exchange rate of 10%, we would have reported a change in net income by approximately $0.9 million and $0.7 million for the six-month periods ended June 30, 2008 and 2007, respectively.

 

We are subject to minimal market risk arising from purchases of commodities since no significant amount of commodities are used in the treatment of hazardous waste.

 

ITEM 4.                    CONTROLS AND PROCEDURES

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. As described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2007, as filed on March 11, 2008, we identified a material weakness in our internal control over financial reporting during work performed related to Management’s Annual Report on Internal Control over Financial Reporting.  Because the control deficiencies leading to the material weakness were still present as of June 30, 2008, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), were not effective as of the end of the period covered by this Quarterly Report.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management determined the Company did not maintain effective controls over financial reporting with respect to income tax accounting. Specifically, errors were detected in the annual tax accounting calculations resulting from: (i) historical tax accounting analyses not being prepared in sufficient detail, (ii) current period tax accounting calculations not being accurately prepared, and (iii) reviews of tax accounting calculations not being performed with sufficient precision. Due to the number of errors identified resulting from these control deficiencies and the absence of sufficient mitigating controls, management concluded these errors, in the aggregate, constituted a material weakness in internal control because there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

Based on an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, there has been no significant change in our internal control over financial reporting during the period covered by this Quarterly Report, identified in connection with that evaluation, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except as described below.

 

We have implemented, or plan to implement, certain measures to remediate the material weakness relating to the Company’s income tax accounting identified in the Company’s 2007 Annual Report on Form 10-K.  As of the date of the filing of this Quarterly Report on Form 10-Q, the Company has implemented or is in the process of implementing the following measures:

 

·                  Hired a Tax Director

·                  Assessed the adequacy of internal resources and initiated a search for additional staff

·                  Contracted with tax consultants to enhance the tax provision process and documentation

 

We believe that these remediation actions represent ongoing improvement measures.  Furthermore, while we have taken steps to remediate the material weakness, these steps may not be adequate to fully remediate this weakness, and additional measures may be required.   The effectiveness of our remediation efforts will not be known until we can test those controls in connection with the management evaluation of internal controls over financial reporting that we will perform as of December 31, 2008.

 

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Table of Contents

 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

PART II—OTHER INFORMATION

 

Item 1—Legal Proceedings

 

See Note 11, “Commitments and Contingencies,” to the financial statements included in this report, which description is incorporated herein by reference.

 

Item 1A — Risk Factors

 

During the six months ended June 30, 2008, there were no material changes from the risk factors as previously disclosed in Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

 

Item 2—Unregistered Sale of Equity Securities and Use of ProceedsNone.

 

Item 3—Defaults Upon Senior DebtNone.

 

Item 4—Submission of Matters to a Vote of Security HoldersAt the Company’s annual meeting of shareholders held on May 15, 2008, the following Class I directors were re-elected for a three-year term by the following votes:

 

Nominee

 

For

 

Withheld

 

Alan S. McKim

 

17,493,083

 

456,739

 

Eugene Banucci

 

17,096,015

 

853,807

 

John F. Kaslow

 

17,287,764

 

662,058

 

Thomas J. Shields

 

16,771,339

 

1,178,483

 

 

Item 5—Other InformationNone

 

Item 6—Exhibits

 

Item No.

 

Description

 

Location

 

 

 

 

 

4.28L

 

Amendment No. 4 dated as of June 25, 2008, to the Amended and Restated Loan and Security Agreement dated as of December 1, 2005 by and among Credit Suisse, as administrative agent for the LC Facility (as defined therein), Bank of America, N.A., as administrative agent for the Revolving Facility (as defined therein) and as syndication agent for the LC Facility, Banc of America Securities LLC, as sole arranger under the Revolving Facility, Credit Suisse, as sole bookrunner under the LC Facility, Credit Suisse and Banc of America Securities LLC, as joint lead arrangers under the LC Facility, Clean Harbors, Inc., the Canadian Borrowers (as defined therein), and the other subsidiaries of Clean Harbors, Inc. from time to time a party thereto

 

Filed herewith.

 

 

 

 

 

31

 

Rule 13a-14a/15d-14(a) Certifications

 

Filed herewith.

 

 

 

 

 

32

 

Section 1350 Certifications

 

Filed herewith.

 

37



Table of Contents

 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

CLEAN HARBORS, INC.

 

Registrant

 

 

 

 

By: 

/s/   ALAN S. MCKIM

 

 

 

Alan S. McKim

 

 

 

President and Chief Executive Officer

 

 

 

 

 

Date: August 11, 2008

 

 

 

 

 

 

 

 

By: 

/s/    JAMES M. RUTLEDGE

 

 

 

James M. Rutledge

 

 

 

Executive Vice President and

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

Date: August 11, 2008

 

 

 

 

38


Exhibit 4.28L

 

AMENDMENT NO. 4

 

AMENDMENT NO. 4 (this “Amendment”), dated as of June 25, 2008, to the Amended and Restated Loan and Security Agreement, dated as of December 1, 2005 (as amended, supplemented and in effect from time to time, the “Loan Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Loan Agreement) by and among Credit Suisse, as administrative agent for the LC Facility, Bank of America, N.A., as administrative agent for the Revolving Facility and syndication agent for the LC Facility, Banc of America Securities LLC (“BAS”), as sole arranger under the Revolving Facility, Credit Suisse, as sole bookrunner under the LC Facility, Credit Suisse and BAS, as joint lead arrangers under the LC Facility, Clean Harbors, Inc., a Massachusetts corporation (“Parent”), the Canadian Borrowers, and each of the other Subsidiaries of Parent from time to time a party thereto (each such Subsidiary, together with Parent and Canadian Borrowers, a “Credit Party” and, collectively, “Credit Parties”).

 

W I T N E S S E T H:

 

WHEREAS, subsection 11.3 of the Loan Agreement permits the Loan Agreement to be amended from time to time;

 

WHEREAS, the Loan Agreement is being amended at the request of the Borrowers;

 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

Section 1.               Amendments.

 

(a)           The following defined terms shall be added to Section 1 of the Loan Agreement:

 

Amendment No. 4” shall mean Amendment No. 4 to this Agreement, dated as of June 25, 2008.

 

Amendment No. 4 Effective Date” shall mean the first Business Day on which all conditions precedent set forth in Section 2 of Amendment No. 4 are satisfied.

 

(b)           Section 9.20 of the Loan Agreement is hereby amended by deleting Section 9.20 in its entirety and replacing it with the following:

 



 

9.20         Limitation on Capital Expenditures.  Credit Parties shall not permit the aggregate amount of Capital Expenditures made in each of fiscal years 2008, 2009 and 2010 of Parent to exceed $60.0 million in any such fiscal year; provided, however, that (x) if the aggregate amount of Capital Expenditures made in fiscal years 2008, 2009 or 2010 shall be less than the maximum amount of Capital Expenditures permitted under this Section 9.20 for such fiscal year (before giving effect to any carryover), then an amount of such shortfall not exceeding 50% of such maximum amount (without giving effect to clause (y) below) may be added to the amount of Capital Expenditures permitted under this Section 9.20 for the imme-diately succeeding (but not any other) fiscal year, and (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (before giving effect to any carryover).

 

Section 2.               Conditions to Effectiveness.  This Amendment shall become effective as of the date (the “Amendment No. 4 Effective Date”) when, and only when (x) the Administrative Agents shall have received counterparts of this Amendment executed by each Credit Party, the Administrative Agents, a number of Lenders sufficient to constitute the Majority LC Facility Lenders and each Revolving Lender and (y) Borrowers shall pay on the Amendment No. 4 Effective Date a cash fee in an amount equal to (i) in the case of each LC Facility Lender that delivers a fully and properly executed signature page to this Amendment at or before the Amendment No. 4 Effective Date, 0.25% of the aggregate amount of the Credit-Linked Deposits held by such LC Facility Lender immediately prior to the Amendment No. 4 Effective Date and (ii) in the case of each Term Loan Lender that delivers a fully and properly executed signature page to this Amendment at or before the Amendment No. 4 Effective Date, 0.25% of the aggregate of the Term Loans held by such Term Loan Lender immediately prior to the Amendment No. 4 Effective Date.  The effectiveness of this Amendment (other than Sections Five, Six and Seven hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section Three hereof.

 

Section 3.               Representations and Warranties.  In order to induce the Lenders and the Administrative Agents to enter into this Amendment, Borrowers represent and warrant to each of the Lenders and the Administrative Agents that before and after giving effect to this Amendment, (a) no Default or Event of Default exists, has occurred and is continuing or will have occurred and be continuing and (b) all of the representations and warranties in the Loan Agreement are true and complete in all material respects on and as of the date hereof as if made on the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

 

Section 4.               Reference to and Effect on the Loan Agreement.  On and after the Amendment No. 4 Effective Date, each reference in the Loan Agreement, to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan Agreement, respectively, and in each of the Financing Agreements to “the Loan Agreement,” “thereunder,” “thereof” or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan

 



 

Agreement as amended by this Amendment.  The Loan Agreement and each other Financing Agreement, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing Agreements.

 

Section 5.               Costs, Expenses and Taxes.  Borrowers agree to pay all reasonable costs and expenses of the Administrative Agents in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any, in accordance with the terms of the Loan Agreement.

 

Section 6.               Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

 

Section 7.               Governing LawTHIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW).

 

[Signature Pages Follow]

 



 

 

CREDIT PARTIES

 

 

 

CLEAN HARBORS, INC.

 

ALTAIR DISPOSAL SERVICES, LLC

 

BATON ROUGE DISPOSAL, LLC

 

BRIDGEPORT DISPOSAL, LLC

 

CH INTERNATIONAL HOLDINGS, INC.

 

CLEAN HARBORS ANDOVER, LLC

 

CLEAN HARBORS ANTIOCH, LLC

 

CLEAN HARBORS ARAGONITE, LLC

 

CLEAN HARBORS ARIZONA, LLC

 

CLEAN HARBORS OF BALTIMORE, INC.

 

CLEAN HARBORS BATON ROUGE, LLC

 

CLEAN HARBORS BDT, LLC

 

CLEAN HARBORS BUTTONWILLOW, LLC

 

CLEAN HARBORS CHATTANOOGA, LLC

 

CLEAN HARBORS COFFEYVILLE, LLC

 

CLEAN HARBORS COLFAX, LLC

 

CLEAN HARBORS DEER PARK, L.P.

 

CLEAN HARBORS DEER TRAIL, LLC

 

CLEAN HARBORS DEVELOPMENT, LLC

 

CLEAN HARBORS DISPOSAL SERVICES, INC.

 

CLEAN HARBORS EL DORADO, LLC

 

CLEAN HARBORS FINANCIAL SERVICES COMPANY

 

CLEAN HARBORS FLORIDA, LLC

 

CLEAN HARBORS GRASSY MOUNTAIN, LLC

 

CLEAN HARBORS KANSAS, LLC

 

CLEAN HARBORS LAPORTE, L.P.

 

 

 

By:

 /s/ James M. Rutledge

 

Title:

Executive Vice President and

 

 

Chief Financial Officer

 



 

 

CLEAN HARBORS LAUREL, LLC

 

CLEAN HARBORS LONE MOUNTAIN, LLC

 

CLEAN HARBORS LONE STAR CORP.

 

CLEAN HARBORS LOS ANGELES, LLC

 

CLEAN HARBORS (MEXICO), INC.

 

CLEAN HARBORS OF TEXAS, LLC

 

CLEAN HARBORS PECATONICA, LLC

 

CLEAN HARBORS PLAQUEMINE, LLC

 

CLEAN HARBORS PPM, LLC

 

CLEAN HARBORS REIDSVILLE, LLC

 

CLEAN HARBORS SAN JOSE, LLC

 

CLEAN HARBORS RECYCLING SERVICES OF CHICAGO, LLC

 

CLEAN HARBORS RECYCLING SERVICES OF OHIO, LLC

 

CLEAN HARBORS TENNESSEE, LLC

 

CLEAN HARBORS WESTMORLAND, LLC

 

CLEAN HARBORS WHITE CASTLE, LLC

 

CLEAN HARBORS WILMINGTON, LLC

 

CROWLEY DISPOSAL, LLC

 

DISPOSAL PROPERTIES, LLC

 

GSX DISPOSAL, LLC

 

HARBOR MANAGEMENT CONSULTANTS, INC.

 

HARBOR INDUSTRIAL SERVICES TEXAS, L.P.

 

HILLIARD DISPOSAL, LLC

 

NORTHEAST CASUALTY REAL PROPERTY, LLC

 

ROEBUCK DISPOSAL, LLC

 

SAWYER DISPOSAL SERVICES, LLC

 

SERVICE CHEMICAL, LLC

 

TULSA DISPOSAL, LLC

 

 

 

By:

/s/ James M. Rutledge

 

Title:

Executive Vice President and

 

 

Chief Financial Officer

 



 

 

CLEAN HARBORS ENVIRONMENTAL SERVICES, INC

 

CLEAN HARBORS OF BRAINTREE, INC.

 

CLEAN HARBORS OF NATICK, INC.

 

CLEAN HARBORS SERVICES, INC.

 

MURPHY’S WASTE OIL SERVICE, INC.

 

CLEAN HARBORS KINGSTON FACILITY CORPORATION

 

CLEAN HARBORS OF CONNECTICUT, INC.

 

SPRING GROVE RESOURCE RECOVERY, INC.

 

CH CANADA HOLDINGS CORP.

 

CH CANADA GP, INC.

 

CLEAN HARBORS CANADA LP

 

CLEAN HARBORS CANADA, INC.

 

CLEAN HARBORS QUEBEC, INC.

 

CLEAN HARBORS MERCIER, INC.

 

510127 N.B. INC.

 

 

 

By:

/s/ James M. Rutledge

 

Title:

Executive Vice President and

 

 

Chief Financial Officer

 



 

REVOLVING ADMINISTRATIVE AGENT,

ACCOUNTS COLLATERAL AGENT AND

US REVOLVING LENDER

 

BANK OF AMERICA, N.A.,

Individually and as Agent

 

By:

/s/ Christopher M. O’Halloran

 

Title: 

Vice President

 

 



 

CANADIAN COLLATERAL AGENT
AND CANADIAN LENDER

 

BANK OF AMERICA, N.A., CANADA BRANCH

Individually and as Agent

 

By:

/s/ Medina Sales de Andrade

 

Title: 

Vice President

 

 



 

LC FACILITY ADMINISTRATIVE AGENT

AND LC FACILITY COLLATERAL AGENT

 

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 

By:

/s/ Doreen Barr

 

Title: 

Vice President

 

 

 

 

By:

/s/ Morenikeji Ajayi

 

Title: 

Associate

 

 


EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Alan S. McKim, certify that:

 

1.             I have reviewed this Quarterly Report on Form 10-Q of Clean Harbors, Inc.;

 

2.             Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.             The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

/s/ Alan S. McKim

 

 

Alan S. McKim

 

 

President and Chief Executive Officer

 

Date: August 11, 2008

 

1


EXHIBIT 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, James M. Rutledge, certify that:

 

1.             I have reviewed this quarterly report on Form 10-Q of Clean Harbors, Inc.;

 

2.             Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.             The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

/s/ James M. Rutledge

 

 

James M. Rutledge

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

Date: August 11, 2008

 

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EXHIBIT 32

 

CLEAN HARBORS, INC. AND SUBSIDIARIES

 

CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

 

Pursuant to 18 U.S.C. §1350, each of the undersigned certifies that, to his knowledge, this Quarterly Report on Form 10-Q for the period ended June 30, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Clean Harbors, Inc.

 

 

/s/ Alan S. McKim

 

 

Alan S. McKim

 

 

Chief Executive Officer

Date: August 11, 2008

 

 

 

 

 

 

 

/s/ James M. Rutledge

 

 

James M. Rutledge

 

 

Executive Vice President and

 

 

Chief Financial Officer

Date: August 11, 2008

 

 

 

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