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

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

COMMISSION FILE NO. 0-16379

CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)

Massachusetts
(State or other jurisdiction of
incorporation or organization)		   04-2997780
(IRS Employer
Identification No.)

1501 Washington Street
Braintree, Massachusetts
(Address of principal executive offices)
 
02184-7535
(Zip Code)

Registrant's telephone number: (781) 849-1800 ext. 4454
Securities registered pursuant to Section 12(b) of the Act:
 None

Securities registered pursuant to Section 12(g) of the Act:
 Common Stock, $.01 par value

        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. ý Yes    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). ý Yes    No o

        On June 30, 2004 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant was $90,981,096. Reference is made to Part III of this report for the assumptions on which this calculation is based.

        On March 28, 2005 there were outstanding 14,961,345 shares of Common Stock, $.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE

        Certain portions of the registrant's definitive proxy statement for its 2005 annual meeting of stockholders (which is expected to be filed with the Commission not later than April 30, 2005) are incorporated by reference into Part III of this report.


CLEAN HARBORS, INC.

ANNUAL REPORT ON FORM 10-K

YEAR ENDED DECEMBER 31, 2004

TABLE OF CONTENTS

 
    
   Page No
Part I        
Item 1.   Business   1
Item 2.   Properties   23
Item 3.   Legal Proceedings   26
Item 4.   Submission of Matters to a Vote of Security Holders   36

Part II
 
 
 
 
Item 5.   Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   37
Item 6.   Selected Financial Data   38
Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   43
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk   85
Item 8.   Financial Statements and Supplementary Data   87
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   166
Item 9A.   Controls and Procedures   166
Item 9B.   Other Information   167

Part III
 
 
 
 
Item 10.   Directors and Executive Officers of the Registrant   168
Item 11.   Executive Compensation   168
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   168
Item 13.   Certain Relationships and Related Transactions   168
Item 14.   Principal Accountant Fees and Services   168

Part IV
 
 
 
 
Item 15.   Exhibits and Financial Statement Schedules   169

SIGNATURES
 
173


Forward-Looking Statements

        In addition to historical information, this Annual 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 the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors That May Affect Future Results." 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. Readers should carefully review the risk factors described in other documents which we file from time to time with the Securities and Exchange Commission (the "SEC"), including the Quarterly Reports on Form 10-Q to be filed by us during 2005.


PART I

ITEM 1. BUSINESS

        Clean Harbors, Inc. through its subsidiaries (hereinafter collectively referred to as "Clean Harbors" or "we" or "our") is one of the largest providers of environmental services and the largest operator of non-nuclear hazardous waste treatment facilities in North America based on 2002 industry reports. We service approximately 55% of North America's commercial hazardous incineration volume, 21% of North America's hazardous landfill volume, and are the industry leader in total hazardous waste disposal facilities. We provide services and solutions to a diversified industry base with over 45,000 customers, including more than 175 Fortune 500 companies, in the United States, Canada, Mexico and Puerto Rico. We perform environmental services through a network of more than 100 service locations, and operate five incineration facilities, nine commercial landfills, seven wastewater treatment operations, and 20 treatment, storage and disposal facilities, or TSDFs, as well as five PCB management facilities and two oil and used oil products recycling facilities. We can provide low cost solutions to our customers due to our large scale, industry knowledge, recent cost cutting and productivity-enhancing initiatives, and ability to internalize our waste streams. As a result, we have been able to increase EBITDA margins since the first half of fiscal year 2003. For the twelve-month period ended December 31, 2004, we generated revenue and EBITDA (a measure not defined by generally accepted accounting principles which is described on page 41) of $643.2 million and $74.7 million, as compared to $611.0 million and $50.5 million as restated for the period ended December 31, 2003. As further discussed in Item 6, "Selected Financial Data," we are restating our financial statements for the years ended December 31, 2003 and 2002, and financial information for the years ended December 31, 2001, 2000 and 1999, in order to correct errors related to estimated self-insured workers' compensation and motor vehicle claims.

        The wastes that we handle 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.

        Clean Harbors, Inc. was incorporated in Massachusetts in 1980 and its principal offices are located in Braintree, Massachusetts. The Company's shares of common stock trade on The Nasdaq National Market under the symbol "CLHB." We maintain a website at the following Internet address: http://www.cleanharbors.com. Through a link on this website to the SEC website, http://www.sec.gov, we provide free access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current

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reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after electronic filing with the SEC. Our guidelines on corporate governance, the charters for our Board Committees, and our code of ethics for members of the Board of Directors, senior officers and the chief executive officer are also available on our website, and we will post on our website any waivers of, or amendments to, such code of ethics. Our website and the information contained therein or connected thereto are not incorporated by reference into this Form 10-K.

Acquisition

        Effective September 7, 2002, we purchased from Safety-Kleen Services, Inc., or the Seller, and certain of the Seller's domestic subsidiaries, substantially all of the assets of the Chemical Services Division, or CSD, of Safety-Kleen Corp., or Safety-Kleen. The sale included the operating assets of certain of the Seller's subsidiaries in the United States and the stock of five of the Seller's subsidiaries in Canada, or the CSD Canadian Subsidiaries. The sale was made pursuant to a Sale Order issued on June 18, 2002 by the Bankruptcy Court for the District of Delaware as part of the proceedings under Chapter 11 of the Bankruptcy Code in which Safety-Kleen and its domestic subsidiaries (including the Sellers) had been operating since June 2000 as debtors in possession. The Sale Order authorized the sale of the assets of the CSD to Clean Harbors free and clear of all liens, claims, encumbrances and interests except for certain liabilities and obligations we assumed as part of the purchase price.

        The assets of the CSD (including the assets of the CSD Canadian Subsidiaries) which we acquired consist primarily of 44 hazardous waste treatment and disposal facilities including, among others, 22 TSDFs (six of which we have since closed), six wastewater treatment facilities (one of which we have since closed), nine commercial landfills, and four incineration facilities. Such facilities are located in 30 states, Puerto Rico, six Canadian provinces and Mexico. The most significant of such facilities include landfills in Buttonwillow, California with approximately 10.0 million cubic yards of remaining capacity, in Lambton, Ontario with approximately 8.9 million cubic yards of remaining capacity which is the largest of the total of three hazardous waste landfills in Canada, and in Waynoka, Oklahoma with approximately 1.5 million cubic yards of remaining capacity; and incinerators in Deer Park, Texas, which is the largest hazardous waste incineration facility in the United States, and in Aragonite, Utah. Additional significant facilities are the incinerators in Mercier, Quebec and in Lambton, Ontario.

        The primary reasons for the acquisition of the CSD assets were to broaden our disposal capabilities and geographic reach, particularly in the West Coast and Southwest regions of the United States, in Canada and in Mexico, and to significantly expand our network of hazardous waste disposal facilities. In addition, we believed that the acquisition of the CSD's hazardous waste facilities in new geographic areas would allow us to expand our site and industrial services. The performance of site and industrial services often involves hazardous waste disposal components that potentially increase the utilization and profitability of our facilities. Finally, we believed that the acquisition would result in significant cost savings by allowing us to internally treat and dispose of hazardous waste for which we previously paid third parties because we lacked the facilities required to dispose of the waste internally.

Industry

        According to industry reports, the hazardous waste disposal market in North America is in excess of $2.0 billion. We also service the much larger industrial maintenance market. The $2.0 billion estimate does not include the industrial maintenance market, except to the extent that the costs of disposal of hazardous wastes generated as a result of industrial maintenance are included.

        There are substantial barriers to entry into the hazardous waste management industry including high regulatory compliance costs and expertise, the arduous federal, state, provincial and local permitting processes for new disposal facilities, and the requirement for an extensive asset network,

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operating knowledge and major capital expenditures to purchase or construct new disposal facilities. As a result, no new hazardous waste incinerators or hazardous waste landfills have commenced commercial operations in North America in the last decade. We believe that industry fundamentals are improving. Capacity has been reduced in recent years causing stabilization in pricing, and new regulatory requirements have increased in-house disposal costs and outsourcing. Furthermore, customers are using fewer providers for their hazardous waste treatment and disposal needs as they seek to limit their outside vendors and the number of facilities in which their hazardous waste materials are disposed.

        The hazardous waste management industry was "created" in 1976 with the passage of the Resource Conservation and Recovery Act, or RCRA. RCRA requires waste generators to distinguish between "hazardous" and "non-hazardous" wastes, and to treat, store and dispose of hazardous waste in accordance with specific regulations. This new regulatory environment, combined with strong economic growth, increased corporate concern surrounding environmental liabilities, and early-stage industry dynamics contributed to growth in the industry. The largest generators of hazardous waste materials are companies in the chemical, petrochemical, primary metals, paper, furniture, aerospace and pharmaceutical industries. Hazardous waste types processed or transported include flammables, combustibles and other organics, acids and caustics, cyanides and sulfides, solids and sludge, industrial wastewaters, items containing PCBs (such as utility transformers), and medical waste.

        In the mid to late 1990s, the hazardous waste management industry was characterized by overcapacity, minimal regulatory advances and pricing pressure. However, since 2001, over one-third of all North American commercial incineration capacity has been eliminated, and we believe that competition has been reduced through consolidation and that new regulations have increased the overall barriers to entry. Underscoring these trends, we believe that the number of major industry participants in the North American hazardous waste sector has declined from over 20 in the early 1990s to only five major participants today. Since the mid 1990s, approximately 500,000 tons of incineration capacity has been eliminated as eight major incinerators were deactivated, substantially increasing average capacity utilization. Additionally, new Maximum Achievable Control Technologies, or MACT, standards have been implemented, which we believe will increase compliance costs and drive increased outsourcing of incineration as customers with captive (i.e., in-house and non-commercial) incinerators choose to outsource rather than make the substantial investment in their facilities which would be required to achieve compliance.

        The environmental services industry today includes a broad range of services including the following:

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        The collection and disposal of solid and hazardous wastes are subject to local, state, provincial and federal requirements and regulations, which regulate health, safety, the environment, zoning and land-use. Included in these regulations is the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, of the United States. CERCLA holds generators and transporters of hazardous substances, as well as past and present owners and operators of sites where there has been a hazardous release, strictly, jointly and severally liable for environmental cleanup costs resulting from the release or threatened release. Canadian companies are regulated under similar regulations, but the responsibility and liability associated with the waste passes from the generator to the transporter or receiver of the waste, in contrast to provisions of CERCLA.

Competitive Strengths

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Business Strategy

        Our strategy is to develop and maintain ongoing relationships with a diversified group of customers who have recurring needs for environmental services. We strive to be recognized 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.

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Services

        We provide a wide range of environmental services and manage our business as two major segments: Technical Services and Site Services.

        Technical Services—(69% of 2004 revenue). These services involve the collection, transport, treatment and disposal of hazardous and non-hazardous wastes, and include physical treatment, resource recovery, fuels blending, incineration, landfill disposal, wastewater treatment, lab chemical disposal, explosives management, and CleanPack® services. Our CleanPack® services include the collection, identification and categorization, specialized packaging, transportation and disposal of laboratory chemicals and household hazardous wastes. Our technical services are provided through a network of service centers from which a fleet of trucks or railcars is dispatched to pick up customers' wastes either on a predetermined schedule or on-demand and to deliver such wastes to permitted facilities, which are usually owned by us. Our service centers can also dispatch chemists to a customer location for the collection of chemical and laboratory waste for disposal.

        Site Services—(31% of 2004 revenue). These services provide customers with highly skilled experts who utilize specialty equipment and resources to perform services at any chosen location. Under the Site Services umbrella, our Field Service crews and equipment are dispatched on a planned or emergency basis, and perform services such as confined space entry for tank cleaning, site decontamination, large remediation projects, selective demolition, spill cleanup, railcar cleaning, product recovery and transfer, scarifying and media-blasting and vacuum services. Additional services include used oil and oil products recycling, as well as PCB management and disposal.

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        Also, as part of Site Services, Industrial Services crews focus on industrial cleaning and maintenance projects. Our Industrial Services manage hazardous, non-hazardous, wet and dry materials and specialize in chemical cleaning, hydro blasting, liquid/dry vacuuming, sodium bicarbonate blasting, line cleaning, boiler cleanouts, and steam cleaning of our customers' process equipment and systems, as well as video inspection. Additionally, specialized project work such as dewatering, and on-site material processing utilizing thermal treatment units are also performed on customers' sites. We market these services through our internal sales organizations and, in many instances, delivery of services in one area supports or leads to business in our other service lines or segments.

        The table below shows for each of the three years in the three-year period ended December 31, 2004 the total revenues contributed by our principal lines of business (in thousands):

 
   Years Ended December 31,
 
   2004
   2003
   2002
Technical Services   $ 444,617   $ 422,777   $ 220,085
Site Services     198,609     187,742     128,873
Other     (7 )   450     1,175
   
 
 
    $ 643,219   $ 610,969   $ 350,133
   
 
 

        Additional segment information can be found in the financial statements and the notes thereto appearing in Item 8 of this annual report on Form 10-K.

        Technical Services provides the collection, transportation and logistics management of containerized and bulk waste, as well as the categorizing, packaging and removal of laboratory chemicals for disposal (CleanPack®). Through a highly coordinated transportation fleet, Clean Harbors provides reliable, cost effective transportation and disposal to customers across North America. From the Technical Service Centers, trucks are dispatched to pick up customers' waste on a predetermined schedule as well as on demand, and then deliver it to one of our nearby transfer, storage and disposal ("TSD") facilities. From these same Technical Service Centers, specially trained chemists are dispatched to customer locations to safely collect, label and package all quantities of laboratory chemicals for disposal.

        As an integral part of our services, industrial wastes are collected from customers and transported by us to and between our facilities for treatment or bulking for shipment to final disposal locations. Customers typically accumulate waste in containers, such as 55 gallon drums, bulk storage tanks or 20 cubic yard roll-off boxes. In providing this service, we utilize a variety of specially designed and constructed tank trucks and semi-trailers as well as third party transporters, including railroads. Liquid waste is frequently transported in bulk, but may also be transported in drums. Heavier sludge or bulk solids are transported in sealed, roll-off boxes or bulk dump trailers. Our fleet is equipped with a mobile satellite monitoring system and communications network, which allows real time communication with the transportation fleet.

        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. The wastes handled include substances, which are classified as "hazardous" because of their corrosive, ignitable, infectious, reactive or toxic properties, and other substances

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subject to federal, state and provincial environmental regulation. We provide final treatment and disposal services designed to manage hazardous and non-hazardous wastes, which cannot be otherwise economically recycled or reused.

        We operate a network of TSDFs that primarily focuses on the collection of waste from smaller to mid-size generators. These TSDFs collect, temporarily store and/or consolidate compatible waste streams for more efficient transportation to final recycling, treatment or disposal destinations. TSDFs in the United States have Part B permits under RCRA that, among other things, allow us to store waste for up to one year for bulking, treatment or transfer purposes. Larger customers typically ship directly to the end disposal sites with full truckloads of material. Depending upon the content, the material collected at the TSDFs is either disposed of at our incineration, landfill or wastewater treatment facilities, disposed of at end disposal facilities not owned by us, or recycled. Waste types processed or transferred in drums or bulk quantities include:

        We receive detailed waste profiles prepared by our customers to document the nature of the waste. A sample of the delivered waste is tested to ensure that it conforms to the customer-generated waste profile record and to select an appropriate method of treatment and disposal. Once the wastes are characterized, compatible wastes are consolidated to achieve economies in storage, handling, transportation and ultimate treatment and disposal. At the time of acceptance of a customer's waste at our facility, a unique computer "bar code" identification label is assigned to each container of waste, enabling the use of sophisticated computer systems to track and document the status, location and disposition of the waste.

        Physical Treatment.    Physical treatment methods include distillation, separation and stabilization. These methods are used to reduce the volume or toxicity of waste material or to make it suitable for further treatment, reuse, or disposal. Distillation uses either heat or vacuum to purify liquids for resale. Separation utilizes techniques such as sedimentation, filtration, flocculation and centrifugation to remove solid materials from liquids. Stabilization refers to a category of waste treatment processes designed to reduce contaminant mobility or solubility and convert waste to a more chemically stable form. Stabilization technology includes many classes of immobilization systems and applications. Stabilization is a frequent treatment method for metal-bearing wastes received at several of our facilities, which treat the waste to meet specific federal land disposal restrictions. After treatment, the waste is tested to confirm that it has been rendered non-hazardous. It can then be sent to a non-hazardous waste landfill, at significantly lower cost than disposal at a hazardous waste landfill.

        Resource Recovery and Fuels Blending.    Resource recovery involves the treatment of wastes using various methods, which effectively remove contaminants from the original material to restore its fitness for its intended purpose and to reduce the volume of waste requiring disposal. We operate treatment

8


systems for the reclamation and reuse of certain wastes, particularly solvent-based wastes generated by industrial cleaning operations, metal finishing and other manufacturing processes.

        Spent solvents that can be recycled are processed through thin film evaporators and other processing equipment and are distilled into usable products. Upon recovery of these products, we either return the recovered solvents to the original generator or sell them to third parties. Organic liquids and solids with sufficient heat value are blended to meet strict specifications for use as supplemental fuels for incinerators, cement kilns, industrial furnaces and other high efficiency boilers. We have installed fuels blending equipment at some TSDFs to prepare these supplemental fuels. When possible, we burn fuel blended material at our incinerators. Otherwise, we send the fuel blended material to supplemental fuel users that are licensed to accept the blended fuel material. Although we pay a fee to the users who accept this product, this disposal method is substantially less costly than other disposal methods.

        Incineration.    Incineration is the preferred method for the treatment of organic hazardous waste, because it effectively destroys the contaminants at temperatures in excess of 2,000 degrees Fahrenheit. High temperature incineration effectively eliminates organic wastes such as herbicides, halogenated solvents, pesticides, and pharmaceutical and refinery wastes, regardless of whether they are gases, liquids, sludge or solids. Federal and state incineration regulations require a destruction and removal efficiency of 99.99% for most organic wastes and 99.9999% for PCBs and dioxin.

        We have five active incineration facilities that offer a wide range of technological capabilities to customers through this network. In the United States, we operate a fluidized bed thermal oxidation unit for maximum destruction efficiency of hazardous waste with an annual capacity of 55,000 tons, and two solids and liquids-capable incineration facilities with a combined estimated annual capacity of 185,000 tons. We also operate two hazardous waste liquid injection incinerators in Canada with total annual capacity of approximately 178,000 tons.

        Our incineration facilities in Kimball, Nebraska, Deer Park, Texas and Aragonite, Utah are designed to process liquid organic wastes, sludge, solids, soil and debris. The Deer Park facility has two kilns and a rotary reactor. Our incineration facilities in Kimball, Nebraska and Deer Park, Texas have on-site landfills for the disposal of ash and other waste material produced as a result of the incineration process.

        Our incineration facilities in Mercier, Quebec and Lambton, Ontario are liquid injection incinerators, designed primarily for the destruction of liquid organic waste. Typical waste streams include wastewater with low levels of organics and other higher concentration organic liquid wastes not amenable to conventional physical or chemical waste treatment.

        The North American hazardous waste incineration market is now served by a total of 12 major incineration facilities operated by a total of seven companies. We own five of these active incineration facilities and offer a wide range of technological capabilities to our customers through this network. The primary competitors in the incineration market are Onyx (a subsidiary of Veolia Environnement (NYSE: VE)), Teris, LLC (a subsidiary of Suez Lyonnaise des Eaux), Von Roll America/WTI (a joint venture), and Ross Incineration Services, Inc. (a private company).

        Landfills.    Landfills are used primarily for the disposal of inorganic wastes. In the United States and Canada, we operate nine commercial landfills. Seven commercial landfills are designed and permitted for the disposal of hazardous wastes and two landfills are operated for non-hazardous industrial waste disposal and, to a lesser extent, municipal solid waste.

        Of the seven commercial landfills used for disposal of hazardous waste, five are located in the United States, and two are located in Canada. As of December 31, 2004, the useful economic lives (for accounting purposes) of these landfills include approximately 27.4 million cubic yards of remaining capacity. This estimate of the useful economic lives of these landfills includes permitted airspace and unpermitted airspace that management believes to be probable of being permitted based on our

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analysis of various factors. In addition to the capacity included in the useful economic lives of these landfills, there are approximately 35.2 million cubic yards of additional unpermitted airspace capacity included in the footprints of these landfills that may ultimately be permitted. There can be no assurance that this unpermitted additional capacity will be permitted.

        In addition to hazardous waste landfill sites, we operate two non-hazardous industrial landfills with 0.5 million cubic yards of remaining permitted capacity. These two facilities are located in the United States and have been issued operating permits under the authority of Subtitle D of RCRA. Prior to issuance of a permit, we must demonstrate to the permitting agency that our non-hazardous industrial landfills have, and must subsequently employ, operational programs protective of the integrity of the landfill, human health and the surrounding environment. Our non-hazardous landfill facilities are permitted to accept commercial industrial waste, including wastes from foundries, demolition and construction, machine shops, automobile manufacturing, printing, metal fabrications and recycling.

        The commercial hazardous landfill sector is one of the most consolidated in the hazardous treatment and disposal industry. The North American hazardous waste landfill disposal market is serviced by 22 facilities owned by a total of 10 companies. While most of these companies operate two or fewer facilities, we and Waste Management, Inc. have a significant share of the North American market. Other competitors include Envirosource, Inc., American Ecology Corp., EQ and Stablex Canada.

        Wastewater Treatment.    We operate wastewater treatment facilities that offer a range of wastewater treatment technologies. These wastewater treatment operations involve processing hazardous and non-hazardous wastes through the use of physical and chemical treatment methods. The solid waste materials produced by these wastewater processing operations are then disposed of at facilities which are owned by us, or at off-site facilities owned and operated by unrelated businesses, while the treated effluent is discharged to the local sewer system under permit.

        Our wastewater treatment facilities treat a broad range of industrial liquid and semi-liquid wastes containing heavy metals, organics and suspended solids, including:

        Wastewater treatment can be economical as well as environmentally sound, by combining different wastewaters in a "batching" process that reduces costs for multiple waste stream disposal. For instance, acidic waste from one source can be neutralized with alkaline from a second source to produce a neutral solution.

        We compete against a number of competitors with multiple facilities (e.g., Rhodia a division of Teris LLC, which is a subsidiary of Suez Lyonaise des Eaux, Philip Services Corp. (Other OTC:PSCD.PK), US Filter, a subsidiary of Veolia Environnement (NYSE: VE), Heritage Environment Services LLC, a private company, and Envirite, Inc., a private company). There are also a number of operators with single facilities that process high volumes of waste in niche markets (e.g., Dupont Environmental Treatment, a subsidiary of E. I. DuPont de Nemours and Company (NYSE: DD), and Empak, a private company).

        Explosives Management.    We dispose of munitions and other explosives at our facility in Colfax, Louisiana.

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        CleanPack® provides specialized handling, packaging, transportation and disposal of laboratory quantities of outdated hazardous chemicals, household hazardous wastes, and waste pesticides and herbicides. CleanPack® chemists utilize our CHOICE® waste management software system to support our lab pack services and complete the regulatory information required for every pick-up. The CleanPack® operation services a wide variety of customers including:

        CleanPack® chemists collect, identify, label, and package waste into Department of Transportation approved containers. Lab packed wastes are then transported to one of our facilities where the waste is consolidated for recycling, reclamation, fuels blending, aqueous treatment, incineration or secure chemical landfill. Other services provided by our CleanPack® operations include:

        Household Hazardous Waste.    We perform one-day, multi-day or mobile household hazardous waste and pesticide collection programs throughout the U.S. and Canada. These collection programs provide communities and their residents the opportunity to properly dispose of their paints, solvents, batteries, fluorescent lamps, cleaners, pesticides and other potentially hazardous materials.

        Reactive Materials Services.    Reactive materials technicians utilize specialized equipment and training to stabilize and desensitize highly reactive and potentially explosive chemicals.

        CustomPack® Services.    We provide training, technical support, and disposal services for customers with the resources and experience to package their own waste chemicals.

        Laboratory Move Services.    CleanPack® chemists properly and safely segregate, package, transport, and unpackage hazardous chemicals being moved from older laboratories to newer laboratories.

        Laboratory Closures Services.    CleanPack® crews perform comprehensive, site-specific chemical removal and disposal, as well as decontamination for facilities and laboratories undergoing a closure or major cleanout.

        We provide a wide range of environmental site services to maintain industrial facilities and process equipment, as well as clean up or contain actual or threatened releases of hazardous materials into the environment. These services are provided to a wide range of clients including large chemical, petroleum, transportation, utility, and governmental agencies. Our strategy is to identify, evaluate, and solve customers' environmental problems, on a planned or emergency basis, by providing a comprehensive interdisciplinary response to the specific requirements of each job or project.

        Site Services is responsible for providing trained, skilled labor and specialty equipment to perform various services on a customer's site or other location. Field Service crews and equipment are dispatched on a planned or emergency basis to manage routine cleaning in hazardous environments or

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emergencies such as a chemical or oil spill clean up. Industrial Service crews focus on industrial cleaning and maintenance projects that typically require fast turnaround, or complex onsite material processing.

        Field Services.    Crews and equipment are dispatched on a scheduled or emergency basis to perform everything from site decontamination and remediation projects to selective demolition, emergency response, spill cleanup and vacuum services. Whether the action is planned, corrective or the result of an emergency response, Clean Harbors' multidisciplinary team of remedial action professionals provide solutions to a variety of industrial cleanup problems. Clean Harbors Field Services performs a wide variety of services including:

        Industrial Services.    The fast turnaround of industrial cleaning and maintenance projects requires the right technologies, experience and care. Every project that Clean Harbors Industrial Services performs incorporates techniques of chemistry, operational analysis and experience to identify the right process and procedure to satisfy customer needs. Clean Harbors Industrial Services focuses on planned cleaning activities most often associated with plant maintenance, shutdowns, routine boiler cleanouts, heat exchangers, process vessels and tanks and includes the following services:

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        Apollo Onsite Services.    Clean Harbors' Apollo Onsite Services Program is an on-site solution that allows customers to outsource all or portions of their environmental management program. The Apollo Program serves the dual purpose of not only improving customers' waste stream management, but also can make their entire environmental program safer, more cost effective and self-sufficient. Select Clean Harbors' technicians work on a customer's site in tandem with customer to deliver proper waste transportation and disposal, lab chemical packing (CleanPack®), and can include field services and industrial services. Whether a customer requires a single field technician or a multi-person team of diversified experience, Clean Harbors designs the right program to satisfy the customer's specific need. Apollo Onsite Services utilize a hand-in-hand, team approach that leverages our extensive resources and infrastructure, including Web-enhanced technologies and online services. Additionally, the Apollo Onsite Program leverages our transportation and disposal assets by providing incremental volumes to process at our facilities. The Apollo Onsite Services Program provides:

        Information Management Services.    Our Online Services allow customers free access to their waste information online, 24 hours per day, seven days per week. Customers can create, submit, edit and view their waste profiles; automatically receive quarterly waste tracking reports; and have the ability to view, print or download signed manifests. Additionally, they can view collection schedules and place orders over the Internet.

        Personnel Training.    We provide comprehensive personnel training programs for our own employees and for our customers on a commercial basis. Such programs are designed to promote safe work practices under potentially hazardous conditions, whether or not toxic chemicals are present, in compliance with stringent regulations promulgated under RCRA and the Federal Occupational Safety and Health Act ("OSHA"). Our Technical Training Center includes confined space entry, exit and extraction equipment, an air-system demonstration maze, respirator fit testing room, leak and spill response equipment, and a layout of a mock decontamination zone, all designed to fulfill the requirements of OSHA Hazardous Waste and Emergency Response Standards.

Seasonality and Cyclical Nature of Business

        Our operations may be affected by seasonal fluctuations due to weather and budgetary cycles influencing the timing of customers' spending for remedial activities. Typically during the first quarter of each year there is less demand for environmental services due to the cold weather, particularly in the northern and midwestern United States and Canada. The main reason for this effect is reduced volumes of waste being received at our facilities and higher operating costs associated with operating in sub-freezing weather and high levels of snowfall. In addition, factory closings for the year-end holidays reduce the volume of industrial waste generated, which results in lower volumes of waste handled by us during the first quarter of the following year.

        The hazardous and industrial waste management business is cyclical to the extent that it is dependent upon a stream of waste from cyclical industries such as the chemical and petrochemical,

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primary metals, paper, furniture, aerospace and pharmaceutical industries. If the business of those cyclical industries slows significantly, the revenues that are obtained from those industries is likely to slow.

Customers

        Our principal customers are utility, chemical, petroleum, petrochemical, pharmaceutical, transportation and industrial firms, educational institutions, other environmental service companies and government agencies. Our sales efforts are directed toward establishing and maintaining relationships with businesses that have ongoing requirements for one or more of our services. Our customer list includes many of the largest industrial companies in the United States. We believe that our diverse customer base, in terms of number, industry and geographic location, as well as the large geographical area in which our facilities are located in North America, provides us with a recurring revenue base. A majority of our revenues are derived from previously served customers with recurring needs for our services. For the fiscal years ended December 31, 2004, 2003 and 2002, no single customer accounted for more than 5% of our revenues. We believe the loss of any single customer would not have a material adverse effect on our financial condition or results of operations.

        Under applicable U.S. environmental laws and regulations, generators of hazardous wastes retain legal liability for the proper handling of those wastes up to and including their ultimate disposal. In response to these potential concerns, many large generators of industrial wastes and other purchasers of waste management services (such as general contractors on major remediation projects) have decreased the number of providers they use for such services. We have been selected as an approved vendor by large generators because we possess comprehensive collection, recycling, treatment, transportation, disposal, and waste tracking capabilities and have the expertise necessary to comply with applicable environmental laws and regulations. By becoming an approved vendor for a large waste generator or other purchaser, we become eligible to provide waste management services to the multiple plants and projects of each generator or purchaser located in our service areas. However, in order to obtain such approved vendor status, it may be necessary for us to bid against other qualified competitors in terms of the services and pricing to be provided. Furthermore, large generators or other purchasers of waste management services often periodically audit our facilities and operations to ensure that our waste management services are being performed in compliance with applicable laws and regulations and other criteria established by us and such customers.

Geographical Information

        For the year ended December 31, 2004, we derived approximately $557.8 million or 86.7% of revenues from customers located in the United States and Puerto Rico, approximately $84.7 million or 13.2% of revenues from customers located in Canada, and less than 1.0% of revenues from customers in Mexico. For the year ended December 31, 2003, we derived approximately $540.7 million or 88.5% of revenues from customers located in the United States and Puerto Rico, approximately $70.3 million or 11.5% of revenues from customers located in Canada, and less than 1.0% of revenues from customers in Mexico. Prior to the acquisition of the CSD assets effective September 7, 2002, we derived substantially all of our revenues from environmental services provided to customers located in the United States and Puerto Rico. Following the acquisition of the CSD assets, we derived approximately $32.6 million or 9.3% of 2002 revenues from customers located in Canada.

        As of December 31, 2004, we had property, plant and equipment, net of depreciation and amortization of approximately $180.5 million, and permits and other intangible assets of $99.5 million. Of these totals, approximately $23.5 million or 13.0% of long-lived assets and $25.2 million or 25.3% of permits and other intangible assets were in Canada, with the balance being in the United States and Puerto Rico (except for insignificant assets in Mexico).

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Competitive Conditions

        The hazardous and industrial waste management industry, in which we compete, is highly competitive. The sources of competition vary by locality and by type of service rendered, with competition coming from the other major waste services companies and hundreds of privately owned firms that offer waste services. We compete against three major companies, which are Philip Services Corp., Onyx Environmental Services (a division of Veolia Environnement), and Waste Management, Inc. We also compete against regional waste management companies and numerous small companies. Each of these competitors is able to provide one or more of the environmental services offered by us. In addition, we compete with many firms engaged in the transportation, brokerage and disposal of hazardous wastes through recycling, waste-derived fuels programs, thermal treatment or landfill. The principal methods of competition for all our services are price, quality, reliability of service rendered and technical proficiency in handling industrial and hazardous wastes properly. We believe that we offer a more comprehensive range of environmental services than our competitors in major portions of our service territory, that our ability to provide comprehensive services supported by unique information technologies capable of managing the customers' overall environmental program constitutes a significant competitive advantage, and that our stable ownership allows us to focus on building long-term relationships with our customers.

        Treatment and disposal operations are conducted by a number of national and regional environmental services firms. We believe that our ability to collect and transport waste products efficiently, quality of service, safety, and pricing are the most significant factors in the market for treatment and disposal services.

        For our site services, CleanPack® and onsite services, competitors include several major national and regional environmental services firms, as well as numerous smaller local firms. We believe that availability of skilled technical professional personnel, quality of performance, diversity of services and price are the key competitive factors in this service industry.

        In the United States, the original generators of hazardous waste remain liable under federal and state environmental laws for improper disposal of such wastes. Even if waste generators employ companies that have proper permits and licenses, knowledgeable customers are interested in the reputation and financial strength of the companies they use for management of their hazardous wastes. We believe that our technical proficiency and reputation are important considerations to our customers in selecting and continuing to utilize our services.

Compliance/Health & Safety

        We regard compliance with applicable environmental regulations and the health and safety of our workforce as critical components of our overall operations. We strive to maintain the highest professional standards in our compliance and health and safety activities. Our internal operating requirements are in many instances more stringent than those imposed by regulation. Our compliance program has been developed for each of our waste management facilities and service centers under the direction of our corporate staff. The compliance and health and safety staffs are responsible for facilities permitting and regulatory compliance, health and safety, field safety, compliance training, transportation compliance, and related record keeping. To ensure the effectiveness of our regulatory compliance program, the Compliance organization monitors daily operational activities and issues a monthly report to senior management concerning the status of environmental compliance and health and safety programs. We also have an Environmental Health and Safety (EHS) Compliance Internal Audit Program designed to identify any weaknesses or opportunities for improvement in our ongoing compliance programs. We also perform periodic audits and inspections of the disposal facilities of other firms utilized by us.

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        Our facilities are frequently inspected and audited by regulatory agencies, as well as by customers. Although our facilities have been cited on occasion for regulatory violations, we believe that each facility is currently in substantial compliance with applicable requirements. Major facilities and service centers have a full-time compliance or health and safety representative to oversee the implementation of our compliance program at the facility or service center. These highly trained regulatory specialists are independent from operations and report to the Senior Vice President of Compliance and Regulatory Affairs, who ultimately reports to the General Counsel.

Employees

        As of December 31, 2004, we employed approximately 3,792 active full-time employees, of which approximately 435 employees belong to unions. The table below shows the employees and union or non-union affiliation. We believe that our relationship with our employees is satisfactory.

 
   Number of
Employees
Unions in the United States:    
  International Brotherhood of Teamsters   182
  Utility Workers of America   25
Unions in Canada:    
  Communication, Energy and Paper Workers' Union   114
  International Brotherhood of Teamsters   99
  International Union of Operating Engineers   15
Non-union employees   3,357
   
    3,792
   

        As part of our commitment to employee safety and quality customer service, we have an extensive compliance program and a trained environmental, health and safety staff. We adhere to a risk management program designed to reduce potential liabilities to us and to our customers.

Intellectual Property

        We have invested significantly in the development of proprietary technology and also to establish and maintain an extensive knowledge of the leading technologies and incorporate these technologies into the environmental services that we offer and provide to our customers. We currently hold a total of three patents and 15 trademarks in the United States, and we license software and other intellectual property from various third parties. We enter into confidentiality agreements with certain of our employees, consultants and corporate partners, and control access to software documentation and other proprietary information. We believe that we hold adequate rights to all intellectual property used in our business and that we do not infringe upon any intellectual property rights held by other parties.

Management of Risks

        We adhere to a program of risk management policies and practices designed to reduce potential liability, as well as to manage customers' ongoing environmental exposures. This program includes installation of risk management systems at our facilities, such as fire suppression, employee training, environmental, auditing and policy decisions restricting the types of wastes handled. We evaluate all revenue opportunities and decline those that we believe involve unacceptable risks.

        We dispose of waste at our incineration, wastewater treatment and landfill facilities, or at facilities owned and operated by other firms that we have audited and approved. Typically, we apply established technologies to the treatment, storage and recovery of hazardous wastes. We believe our operations are

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conducted in a safe and prudent manner and in substantial compliance with applicable laws and regulations.

Insurance and Financial Assurance

        Our insurance programs cover the potential risks associated with our multifaceted operations from two primary exposures: direct physical damage and third party liability. We maintain a casualty insurance program providing coverage for vehicles, employer's liability and commercial general liability in the aggregate amount of $30.0 million, $27.0 million and $28.0 million, respectively, per year, subject to a retention of $0.5 million per occurrence. We also have workers' compensation insurance whose limits are established by state statutes. Since the early 1980s, casualty insurance policies have typically excluded liability for pollution, which is covered under a separate pollution liability program.

        We have pollution liability insurance policies covering potential risk in three areas: as a contractor performing services at customer sites, as a transporter of waste and for waste processing at our facilities. We have contractor's liability insurance of $10.0 million per occurrence and $10.0 million in the aggregate, covering off-site remedial activities and associated liabilities. Steadfast Insurance Company (a unit of Zurich Insurance N.A.) provides pollution liability coverage for waste in-transit with single occurrence and aggregate liability limits of $40.0 million. This Steadfast policy covers liability in excess of $0.3 million for pollution caused by sudden and accidental occurrences during transportation of waste from the time waste is picked up from a customer until its delivery to the final disposal site.

        Federal and state regulations require liability insurance coverage for all facilities that treat, store or dispose of hazardous waste. RCRA and the Toxic Substances Control Act and comparable state hazardous waste regulations typically require hazardous waste handling facilities to maintain pollution liability insurance in the amount of $1.0 million per occurrence and $2.0 million in the aggregate for sudden occurrences, and $3.0 million per occurrence and $6.0 million in the aggregate for non-sudden occurrences. We have a policy from Steadfast Insurance Company insuring our treatment, storage and disposal activities that meets the regulatory requirements. In addition, this policy provides excess limits above the regulatory requirements up to $30.0 million.

        Under our insurance programs, coverage is obtained for catastrophic exposures, as well as those risks required to be insured by law or contract. It is our policy to retain a significant portion of certain expected losses related primarily to employee benefit, workers' compensation, commercial general and vehicle liability. Provisions for losses expected under these programs are recorded based upon our estimates of the aggregate liability for claims. We believe that policy cancellation terms are similar to those of other companies in other industries.

        Operators of hazardous waste handling facilities are also required by federal and state regulations to provide financial assurance for closure and post-closure care of those facilities should the facilities cease operation. Closure would include the cost of removing the waste stored at a facility which ceased operating and sending the material to another facility for disposal and the cost of performing certain procedures for decontamination of the facilities. Total closure and post-closure financial assurance required by regulators is approximately $277.0 million. We have placed all of the required financial assurance for closure through a qualified insurance company, Steadfast Insurance Company, which per terms of the policy required us to provide $73.5 million of letters of credit as collateral.

        Our ability to continue conducting our industrial waste management operations could be adversely affected if we should become unable to obtain sufficient insurance or surety bonds to meet our business and regulatory requirements in the future. The availability of insurance may also be influenced by developments within the insurance industry, although other businesses in the environmental services industry would likely be similarly impacted by such developments.

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Environmental Regulation

        While our business has benefited substantially from increased governmental regulation of hazardous waste transportation, storage and disposal, the environmental services industry itself has become the subject of extensive and evolving regulation by federal, state, provincial and local authorities. We are required to obtain federal, state, provincial and local permits or approvals for each of our hazardous waste facilities. Such permits are difficult to obtain and, in many instances, extensive studies, tests, and public hearings are required before the approvals can be issued. We have acquired all operating permits and approvals now required for the current operation of our business, and have applied for, or are in the process of applying for, all permits and approvals needed in connection with continued operation and planned expansion or modifications of our operations.

        We make a continuing effort to anticipate regulatory, political and legal developments that might affect operations, but are not always able to do so. We cannot predict the extent to which any environmental legislation or regulation that may be enacted or enforced in the future may affect our operations.

Federal Regulation of Hazardous Waste

        The most significant federal environmental laws affecting us are the Resource Conservation and Recovery Act ("RCRA"), The Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), also known as the Superfund Act, the Clean Air Act, the Clean Water Act and the Toxic Substances Control Act ("TSCA").

        RCRA.    RCRA is the principal federal statute governing hazardous waste generation, treatment, transportation, storage and disposal. Pursuant to RCRA, the Environmental Protection Agency (the "EPA") has established a comprehensive, "cradle-to-grave" system for the management of a wide range of materials identified as hazardous or solid waste. States that have adopted hazardous waste management programs with standards at least as stringent as those promulgated by the EPA, have been delegated authority by the EPA to administer their facility permitting programs in lieu of the EPA's program.

        Every facility that treats, stores or disposes of hazardous waste must obtain a RCRA permit from the EPA or an authorized state agency, unless a specific exemption exists, and must comply with certain operating requirements. Under RCRA, hazardous waste management facilities in existence on November 19, 1980 were required to submit a preliminary permit application to the EPA, the so-called Part A Application. By virtue of this filing, a facility obtained interim status, allowing it to operate until licensing proceedings are instituted pursuant to more comprehensive and exacting regulations (the Part B permitting process). Interim Status facilities may continue to operate pursuant to the Part A Application until their Part B permitting process is concluded.

        RCRA requires that Part B permits contain provisions for required on-site study and cleanup activities, known as "corrective action," including detailed compliance schedules and provisions for assurance of financial responsibility. See "Environmental Liabilities" under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," for a discussion of our environmental liabilities. See "Insurance and Financial Assurance" above for a discussion of our financial assurance requirements.

        The Superfund Act.    The Superfund Act is the primary federal statute regulating the cleanup of inactive hazardous substance sites and imposing liability for cleanup on the responsible parties. It also provides for immediate response and removal actions coordinated by the EPA to releases of hazardous substances into the environment, and authorizes the government to respond to the release or threatened release of hazardous substances or to order responsible persons to perform any necessary cleanup. The statute provides for strict, and in certain cases, joint and several liability for these

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responses and other related costs, and for liability for the cost of damages to natural resources, to the parties involved in the generation, transportation and disposal of such hazardous substances. Under the statute, we may be deemed liable as a generator or transporter of a hazardous substance which is released into the environment, or as the owner or operator of a facility from which there is a release of a hazardous substance into the environment. See Item 3, "Legal Proceedings," for a description of certain such proceedings involving us.

        The Clean Air Act.    The Clean Air Act was passed by Congress to control the emissions of pollutants into the air and requires permits to be obtained for certain sources of toxic air pollutants such as vinyl chloride, or criteria pollutants, such as carbon monoxide. In 1990, Congress amended the Clean Air Act to require further reductions of air pollutants with specific targets for non-attainment areas in order to meet certain ambient air quality standards. These amendments also require the EPA to promulgate regulations, which (i) control emissions of 189 hazardous air pollutants; (ii) create uniform operating permits for major industrial facilities similar to RCRA operating permits; (iii) mandate the phase-out of ozone depleting chemicals; and (iv) provide for enhanced enforcement.

        The Clean Air Act requires the EPA, working with the states, to develop and implement regulations, which result in the reduction of volatile organic compound ("VOC") emissions and emissions of nitrogen oxides ("NOx") in order to meet certain ozone air quality standards specified by the Clean Air Act. In late 2000, the Texas Natural Resource Conservation Commission (now known as the Texas Commission on Environmental Quality, or TCEQ) enacted new Clean Air Act Regulations dealing with the monitoring and control of emissions of NOx and VOCs. These new regulations were required because of a revision in the designation of the Houston Metropolitan Area from a serious ozone non-attainment area to a severe ozone non-attainment area. This new designation will require our Deer Park, Texas incineration facility to further reduce emissions of NOx. NOx emissions contribute to the formation of ground-level ozone, which can be harmful to human health and the environment.

        The Interim Standards of the Hazardous Waste Combustor Maximum Achievable Control Technology (the "HWC MACT") rule of the Clean Air Act Amendments were promulgated on February 13, 2002. This rule established new emission limits and operational controls on all new and existing incinerators, cement kilns, industrial boilers and light-weight aggregate kilns that burn hazardous waste-derived fuel.

        Facilities subject to the HWC MACT rule were required to comply with the new emission standards by September 30, 2003, or they could apply for an extension with compliance being required by September 30, 2004. We submitted the required documentation of substantial compliance at all of our three U.S. incinerator facilities on or before the September 30, 2004 deadline. We made most of the capital expenditures required to achieve that compliance in the fiscal years ended December 31, 2002 through 2004; however, there will be some additional performance testing and documentation costs in 2005.

        Clean Water Act.    This legislation prohibits discharges into the waters of the United States without governmental authorization and regulates the discharge of pollutants into surface waters and sewers from a variety of sources, including disposal sites and treatment facilities. The EPA has promulgated "pretreatment" regulations under the Clean Water Act, which establish pretreatment standards for introduction of pollutants into publicly owned treatment works ("POTWs"). In the course of the treatment process, our wastewater treatment facilities generate wastewater, which we discharge to POTWs pursuant to permits issued by the appropriate governmental authority. We are required to obtain discharge permits and conduct sampling and monitoring programs. We believe each of our operating facilities complies in all material respects with the applicable requirements.

        In December 2000, the EPA promulgated new effluent limitations, pretreatment standards and source performance standards for centralized wastewater treatment ("CWT") facilities. CWT facilities

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receive and treat a wide variety of hazardous and non-hazardous wastewaters from off-site companies and discharge the treated water directly to waterways or to municipal sewer systems. The new rules set stringent limits for the discharge of metals, organic compounds and oil. All of our wastewater treatment facilities are affected by the new rules and were in substantial compliance with the discharge standards by December 2004.

        Toxic Substances Control Act.    We also operate a network of collection, treatment and field services (remediation) activities throughout North America that are regulated under provisions of the TSCA. TSCA established a national program for the management of substances classified as PCBs, which include waste PCBs as well as RCRA wastes contaminated with PCBs. The rules set minimum design and operating requirements for storage, treatment and disposal of PCB wastes. Since their initial publication, the rules have been modified to enhance the management standards for TSCA-regulated operations including the decommissioning of PCB transformers and articles; detoxification of transformer oils; incineration of PCB liquids and solids; landfill disposal of PCB solids; and remediation of PCB contamination at customer sites.

        Other Federal Laws.    In addition to regulations specifically directed at the transportation, storage, and disposal facilities, there are a number of regulations that may "pass-through" to the facilities based on the acceptance of regulated waste from affected client facilities. Each facility that accepts affected waste must comply with the regulations for that waste, facility or industry. Examples of this type of regulation are National Emission Standards for Benzene Waste Operations and National Emissions Standards for Pharmaceuticals Production. Each of our facilities addresses these regulations on a case-by-case basis determined by its ability to comply with the pass-through regulations.

        In our transportation operations, we are regulated by the U.S. Department of Transportation, the Federal Railroad Administration, the Federal Aviation Administration and the U.S. Coast Guard, as well as by the regulatory agencies of each state in which we operate or through which our vehicles pass.

        Health and safety standards under the Occupational Safety and Health Act, or OSHA, are applicable to all of our operations. This includes both the Technical Services and Site Services operations.

State and Local Regulations

        Pursuant to the EPA's authorization of their RCRA equivalent programs, a number of states have regulatory programs governing the operations and permitting of hazardous waste facilities. Accordingly, the hazardous waste treatment, storage and disposal activities of a number of our facilities are regulated by the relevant state agencies in addition to federal EPA regulation.

        Some states classify as hazardous some wastes that are not regulated under RCRA. For example, Massachusetts considers used oil as "hazardous wastes" while RCRA does not. Accordingly, we must comply with state requirements for handling state regulated wastes, and, when necessary, obtain state licenses for treating, storing, and disposing of such wastes at our facilities.

        We believe that each of our facilities is in substantial compliance with the applicable requirements of federal and state laws, the regulations thereunder, and the licenses which we have obtained pursuant thereto. Once issued, such licenses have maximum fixed terms of a given number of years, which differ from state to state, ranging from three years to ten years. The issuing state agency may review or modify a license at any time during its term. We anticipate that once a license is issued with respect to a facility, the license will be renewed at the end of its term if the facility's operations are in compliance with applicable requirements. However, there can be no assurance that regulations governing future licensing will remain static, or that we will be able to comply with such requirements.

        Our wastewater treatment facilities are also subject to state and local regulation, most significantly sewer discharge regulations adopted by the municipalities which receive treated wastewater from the

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treatment processes. Our continued ability to operate our liquid waste treatment process at each such facility is dependent upon our ability to continue these sewer discharges.

        Our facilities are regulated pursuant to state statutes, including those addressing clean water and clean air. Local sewer discharge and flammable storage requirements are applicable to certain of our facilities. Our facilities are also subject to local siting, zoning and land use restrictions. Although our facilities occasionally have been cited for regulatory violations, we believe we are in substantial compliance with all federal, state and local laws regulating our business.

Canadian Hazardous Waste Regulation

        In Canada, the provinces retain control over environmental issues within their boundaries and thus have the primary responsibility for regulating management of hazardous wastes. The federal government regulates issues of national scope or where activities cross provincial boundaries.

        Provincial Regulations.    To a greater or lesser extent, provinces have enacted legislation and developed regulations to fit their needs. Most of Canada's industrial development and the major part of its population can be found in four provinces: Ontario, Quebec, Alberta and British Columbia. It is in these provinces that the most detailed environmental regulations are found. We operate major waste management facilities in each of these provinces, as well as waste transfer facilities in Nova Scotia and Manitoba.

        The main provincial acts dealing with hazardous waste management are:

        These pieces of legislation were developed by the provinces totally independently and, among other things, generally control the generation, characterization, transport, treatment and disposal of hazardous wastes. Regulations developed by the provinces under the relevant legislation are also developed independently, but are often quite similar in effect and sometimes in application. For example, there is some uniformity in manifest design and utilization.

        Provincial legislation also provides for the establishment of waste management facilities. In this case, the facilities are also controlled by provincial statutes and regulations governing emissions to air, groundwater and surface water and prescribing design criteria and operational guidelines.

        During 2004 the province of Ontario announced its intent to adopt further regulation of landfills located in the province. The proposed regulations would take the form of Land Disposal Restrictions ("LDR") similar to restrictions enacted in the United States to bring the province in closer comity with the U.S. regulatory scheme. The rule making process is in its initial stages and the province is expected to issue the draft regulations for public comment sometime in the first half of 2005. Because of the preliminary nature of the proposed regulations, we are not yet able to determine whether the regulations when proposed will pose negative impacts on our Ontario landfill.

        Waste transporters require a permit to operate under provincial waste management regulations and are subject to the requirements of the Federal Transportation of Dangerous Goods legislation. They are required to report the quantities and disposition of materials shipped.

        Within the provincial regulations, definitions of hazardous wastes are quite similar. Wastes can be defined as hazardous based on origin or characteristic and the descriptions or parameters involved are very similar to those in effect in the United States. A major difference between the United States

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regulatory regime and those in Canada relates to ownership and liability. Under Canadian provincial regulations, ownership changes when waste is transferred to a properly permitted third party carrier and subsequently to an approved treatment and disposal facility. This means that the generator is no longer liable for improper handling, treatment or disposal, responsibility having been transferred to the carrier or the facility. Exceptions may occur if the carrier is working under contract to the generator or if the waste is different from that which was originally contracted among the parties.

        Canadian Federal Regulations.    The federal government has authority for those matters which are national in scope and in impact and for Canada's relations with other nations. The main federal laws governing hazardous waste management are:

        Environment Canada is the federal agency with responsibility for environmental matters and the main legislative instrument is the Canadian Environmental Protection Act. This act charges Environment Canada and Health Canada with protection of human health and the environment and seeks to control the production, importation and use of substances in Canada and to control their impact on the environment.

        The Export and Import of Hazardous Wastes Regulations under CEPA 99 control the export and import of hazardous wastes and hazardous recyclable materials. By reference, these regulations incorporate the Transportation of Dangerous Goods Act and Regulations, which address identification, packaging, marking and documentation of hazardous materials during transport. CEPA 99 requires that anyone proposing to export or import hazardous wastes or hazardous recyclable materials or to transport them through Canada notify the Minister of the Environment and obtain a permit to do so. Section 9 of CEPA 99 allows the federal government to enter into administrative agreements with the provinces and territories for the development and improvement of environmental standards. These agreements represent cooperation towards a common goal rather than a delegation of authority under CEPA 99. To facilitate the development of provincial and territorial agreements, the federal, provincial and territorial governments participate in the Canadian Council of Ministers of the Environment ("CCME"). The Council comprises the 14 environment ministers from the federal, provincial and territorial governments, who normally meet twice a year to discuss national environmental priorities and to determine work to be carried out under the auspices of CCME.

        Canadian Local and Municipal Regulations.    Local and municipal regulations seldom reference direct control of hazardous waste management activities. Municipal regulations and by-laws, however, control such issues as land use designation, access to municipal services and use of emergency services, all of which can have a significant impact on facility operation.

Compliance with Environmental Regulations

        We incur costs and make capital investments in order to comply with the previously discussed environmental regulations. These regulations require that we remediate contaminated sites (which almost entirely consist of facilities that were acquired or in which we became involved as part of our acquisition of the CSD assets), operate our facilities in accordance with enacted regulations, obtain required financial assurance for closure and post-closure care of our facilities should such facilities cease operations, and make capital investments in order to keep our facilities in compliance with environmental regulations.

        As further discussed in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the headings "Acquisition" and "Environmental Liabilities," we assumed in connection with the acquisition of the CSD assets environmental liabilities valued at approximately $184.5 million. For the years ended December 31, 2004 and 2003, we spent $10.3 million and $8.0 million, respectively, to address environmental liabilities, almost all of the spending related to the environmental liabilities assumed as part of the acquisition of the CSD assets. For the year ending December 31, 2005, we anticipate spending approximately $14.4 million relating to environmental liabilities.

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        As discussed more fully above under the heading "Insurance and Financial Assurance," we are required to provide financial assurance with respect to certain statutorily required closure, post-closure and corrective action obligations at our facilities. We have placed most of the required financial assurance for facility closure and post-closure monitoring with an insurance company. In addition to the direct cost of the financial assurance policy, the policy requires that we provide letters of credit of approximately $73.5 million as collateral for the policy.

        As described in Item 3, "Legal Proceedings," we are involved in legal proceedings arising under environmental laws and regulations. Alleged failure to comply with laws and regulations may lead to the imposition of fines or the denial, revocation or delay of the renewal of permits and licenses by governmental entities. In addition, such governmental entities, as well as surrounding landowners, may claim that we are liable for environmental damages. Citizens groups have become increasingly active in challenging the grant or renewal of permits and licenses for hazardous waste facilities, and responding to such challenges has further increased the costs associated with establishing new facilities or expanding current facilities. A significant judgment against us, the loss of a significant permit or license or the imposition of a significant fine could have a material adverse effect on our business and future prospects.


ITEM 2. PROPERTIES

        Our principal executive offices are in Braintree, Massachusetts where approximately 41,000 square feet are leased under arrangements expiring in 2006. There are also U.S. based regional administrative offices in Massachusetts and South Carolina, and regional administrative offices in Ontario and Quebec. We own or lease property in 36 states, six Canadian provinces, Mexico and Puerto Rico.

        Our principal property, plant and equipment consist of land, landfill assets and buildings (primarily incinerators, wastewater treatment plants and transfer stations), vehicles and equipment (including environmental remediation equipment). We have 48 active permitted hazardous waste management properties, and 61 additional service centers and satellite or support locations, which occasionally move to other locations as operations and space requirements change. The incinerators, landfills, and TSDFs are our most significant properties and they are included in the Technical Services segment.

        Our properties are sufficient and suitable to our needs. The following tables set forth certain information as of December 31, 2004 regarding our properties. Substantially all of our operating properties are mortgaged as collateral for our loans.

        Included in the 48 hazardous waste management properties are five incineration locations, nine commercial landfills, seven wastewater treatment plants, 20 TSDFs, and seven facilities which specialize in PCB management, oil and used oil products recycling. Some properties offer multiple capabilities. As described below under "Inactive Properties," we also own 17 discontinued facilities.

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        Incinerators.    We own five operating incineration facilities containing a total of seven incinerators, as follows:

 
   # of
Incinerators
   Practical
Capacity
(Tons)
   Utilization Rate
Year Ended
December 31, 2004
  
Nebraska   1   55,000   73 %
Utah   1   65,000   80 %
Texas   3   120,000   103 %
Ontario, Canada   1   105,000   93 %
Quebec, Canada   1   73,000   97 %
   
 
 
 
    7   418,000   92 %
   
 
 
 

        Our incinerators offer a wide range of technological capabilities to customers through this network. Incineration in the United States is provided by a fluidized bed thermal oxidation unit and two solids and liquids-capable incineration facilities. In Canada, we operate two hazardous waste liquid injection incinerators.

        Landfills.    In the United States and Canada, we operate nine commercial landfills as follows:

 
   # of
Facilities
   Remaining
Highly
Probable
Airspace
(cubic
yards,
in thousands)
   Remaining
Lives
(Years)
California   2   12,750   44 and 68
Colorado   1   513   51
North Dakota   1   449   40
Oklahoma   1   1,463   18
Texas   1   63   2
Utah   1   2,127   24
Alberta, Canada   1   1,111   29
Ontario, Canada   1   8,908   51
   
 
   
    9   27,384    
   
 
   

        Seven of our commercial landfills are designed and permitted for the disposal of hazardous wastes and two landfills are operated for non-hazardous industrial waste disposal and, to a lesser extent, municipal solid waste. In addition to our commercial landfills, we also own and operate two non-commercial landfills that only accept waste from on-site incinerators. We own all of the landfills with the exception of the landfill in Oklahoma that is leased.

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        Wastewater Treatment Plants.    We operate seven facilities that offer a range of wastewater treatment technologies and customer services, as follows:

 
   # of
Facilities
   Owned
   Leased
Connecticut   1   1   —
Louisiana   3   2   1
Tennessee   1   1   —
Ohio   1   1   —
Ontario, Canada   1   1   —
   
 
 
    7   6   1
   
 
 

        Wastewater treatment consists primarily of three types of services: hazardous wastewater treatment, sludge de-watering or drying, and non-hazardous wastewater treatment.

        Transportation, Storage and Disposal Facilities ("TSDFs").    We operate 20 TSDFs in the United States and Canada as follows:

 
   # of
Facilities
   Owned
   Leased
Arizona   1   1   —
California   2   1   1
Florida   1   —   1
Illinois   1   —   1
Kansas   1   —   1
Louisiana   1   1   —
Maryland   1   1   —
Massachusetts   1   1   —
North Carolina   1   1   —
Ohio   1   1   —
Texas   1   1   —
British Columbia, Canada   1   1   —
Manitoba, Canada   1   1   —
Nova Scotia, Canada   1   1   —
Ontario, Canada   3   1   2
Quebec, Canada   2   2   —
   
 
 
    20   14   6
   
 
 

        Our TSDFs facilitate the movement of materials among our network of service centers and treatment and disposal facilities. Transportation may be accomplished by truck, rail, barge or a combination of modes, with our own assets or in conjunction with third-party transporters. Specially designed containment systems, vehicles and other equipment permitted for hazardous and industrial waste transport, together with drivers trained in transportation skills and waste handling procedures, provide for the movement of customer waste streams.

        PCB Management Facilities and Oil Storage or Recycling Capabilities.    We operate seven facilities specializing in PCB management or providing oil storage and recycling capabilities in six states, of which four are owned and three are leased. These facilities are the most significant properties relating to our Site Services segment.

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        Service Centers and Satellite locations.    We operate 61 additional service centers and satellite or support locations in 28 states, three provinces in Canada, one in Mexico and one in Puerto Rico, of which 17 are owned and 44 are leased. These locations are aligned with one or more of our landfills, incinerators, wastewater treatment, consulting, administrative, or other treatment and disposal facilities.

        Inactive CSD Facilities.    In addition to the active facilities and properties described above, we own a total of 17 discontinued facilities that were acquired as part of the CSD assets due to our assumption of the remediation liabilities associated with such properties or our closure of such sites. See "Business—Acquisition" above. The principal such discontinued facilities are a closed incinerator and landfill in Baton Rouge, Louisiana, closed incinerators in Roebuck, South Carolina, Coffeyville, Kansas and Bridgeport, New Jersey, and two closed wastewater treatment facilities in Cleveland, Ohio. Prior to the sale of the CSD assets, Safety-Kleen gave notice to the applicable regulatory agencies of Safety-Kleen's intent to close the facilities, and Safety-Kleen stopped accepting wastes at Baton Rouge in 1997, at Roebuck in 1998, at Coffeyville in 2000, at Bridgeport in 2001 and at Cleveland in 1990. We are proceeding with the closure process.


ITEM 3. LEGAL PROCEEDINGS

        Our waste management services are continuously 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 our 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 us and conformity with legal requirements, alleged violations of existing permits and licenses or requirements to clean up contaminated sites. At December 31, 2004, we were involved in various proceedings, the principal of which are described below, relating primarily to activities at or shipments from our waste treatment, storage and disposal facilities.

        Effective September 7, 2002 (the "Closing Date"), we 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. ("Safety-Kleen"). We 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 we 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 us and Safety-Kleen Services, Inc.), we became subject to certain legal proceedings involving the CSD assets for three reasons as described below. As of December 31, 2004, we had reserves of $35.4 million (substantially all of which we had established as part of the purchase price for the CSD assets) relating to our estimated potential liabilities in connection with such legal proceedings which were then pending. We periodically adjust the aggregate amount of such reserves when such potential liabilities are paid or otherwise discharged or additional relevant information becomes available to us.

        The first reason for our becoming subject to certain legal proceedings in connection with the acquisition of the CSD assets is that, as part of the CSD assets, we acquired all of the outstanding capital stock of certain Canadian subsidiaries (the "CSD Canadian Subsidiaries") formerly owned by

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the Sellers (which subsidiaries were not part of the Sellers' bankruptcy proceedings), and we therefore became subject to the legal proceedings (which include the Ville Mercier Legal Proceedings described below) in which the Canadian Subsidiaries were then involved. The second reason is that, on the Closing Date for the CSD assets, there were ongoing legal proceedings (which include the FUSRAP Legal Proceedings described below) which directly involved certain of the CSD assets of which we became the owner and operator. While we did not agree to be responsible for damages or other liabilities of the Sellers relating to such proceedings, these proceedings might nevertheless affect the future operation of those CSD assets. The third reason is that, as part of the purchase price for the CSD assets, we agreed with the Sellers that we would indemnify the Sellers against certain current and future liabilities of the Sellers under applicable federal and state environmental laws including, in particular, the Sellers' share of certain cleanup costs payable to governmental entities under the federal Comprehensive Environmental Response, Compensation and Liability Act ("Superfund Act") or analogous state Superfund laws. As described below, we and the Sellers are not in complete agreement at this time as to the scope of our indemnity obligations under the Sale Order and the Acquisition Agreement with respect to certain Superfund liabilities of the Sellers.

        The principal legal proceedings related to our acquisition of the CSD assets are as follows. While, as described below, we have established reserves for certain of these matters, there can be no guarantee that any ultimate liability we incur for any of these matters will not exceed (or be less than) the amount of the current reserves or that we will not incur other material expenditures.

        Ville Mercier Legal Proceedings.    One of the CSD Canadian Subsidiaries (the "Mercier Subsidiary") 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.

        Because the continuation of such proceedings by the Mercier Subsidiary, which we now own, would require us to incur legal and other costs and the risks inherent in any such litigation, we, as part of our integration plan for the CSD assets, decided to vigorously review options which will allow us to establish harmonious relations with the local communities, resolve the adversarial situation with the Provincial government and spare continued legal costs. Based upon our review of likely settlement possibilities, we now anticipate that as part of any such settlement we will likely agree to assume at least partial responsibility for remediation of certain environmental contamination and certain prior costs. At December 31, 2004, we had accrued $10.6 million for remedial liabilities and associated legal costs relating to the Ville Mercier Legal Proceedings.

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        FUSRAP Legal Proceedings.    As part of the CSD assets, we acquired a hazardous waste landfill in Buttonwillow, California (the "Buttonwillow Landfill"). During 1998 and 1999, the Seller's subsidiary which then owned the Buttonwillow Landfill (the "Buttonwillow Seller") accepted and disposed in the Buttonwillow Landfill certain construction debris (the "FUSRAP Wastes") that originated at a site in New York that was part of the federal Formerly Utilized Sites Remedial Action Program ("FUSRAP"). FUSRAP was created in the mid-1970s in an attempt to manage various sites around the country contaminated with residual radioactivity from activities conducted by the Atomic Energy Commission and the United States military during World War II. The FUSRAP Wastes are primarily construction and demolition debris exhibiting low-activity residual radioactivity that were shipped to the Buttonwillow Landfill by the U.S. Army Corps of Engineers.

        The California Department of Health Services ("DHS") claimed in a letter to the Buttonwillow Seller delivered in 1999 that the Buttonwillow Seller did not lawfully accept the FUSRAP Wastes under applicable California law and regulations. Both DHS and the California Department of Toxic Substances Control ("DTSC") filed claims in the Sellers' bankruptcy proceedings preserving the right of those agencies to claim penalties for damages against the Buttonwillow Seller and possibly seeking to compel removal of the FUSRAP Wastes from the Buttonwillow Landfill. However, aside from the letter to the Buttonwillow Seller and the filing of the proofs of claim in the Sellers' bankruptcy proceedings, the California agencies have not commenced any enforcement proceedings relating to the Buttonwillow Landfill. Both we and the Sellers believe that the FUSRAP Wastes were properly, safely and lawfully disposed of at the Buttonwillow Landfill under all applicable laws and regulations, and we would vigorously resist any efforts to require that such wastes be removed if either of the California agencies should in the future initiate any enforcement action for this purpose. We now estimate that the cost of removing the FUSRAP Wastes from the Buttonwillow Landfill would be approximately $6.9 million. However, we have not accrued any costs of removing the FUSRAP Wastes because we believe that, in the event the California agencies were in the future to initiate any enforcement action, only a remote possibility exists that a final order would be issued requiring us to remove such wastes.

        In November 2003, a California non-profit corporation allegedly acting under the California Unfair Business Practices Act added us (as the current owner of the Buttonwillow Landfill) as a defendant to a lawsuit which that corporation had originally brought in 2000 against certain of the Sellers in the California Superior Court for the County of Los Angeles. That lawsuit sought, among other matters, an order requiring the named defendants (including us) to remove the FUSRAP Wastes from the Buttonwillow Landfill and to dispose of this material at a facility licensed for disposal of radioactive waste. We filed a motion for summary adjudication and while the motion was pending, on December 23, 2004, we settled the lawsuit brought by that non-profit corporation through payment by us of a substantially reduced percentage of the legal fees incurred by that corporation and the execution of releases by all parties to the lawsuit, and the lawsuit was dismissed by the Court with prejudice.

        Indemnification of Certain CSD Superfund Liabilities.    Our agreement with the Sellers under the Acquisition Agreement and the Sale Order to indemnify the Sellers against certain cleanup costs payable to governmental entities under federal and state Superfund laws now relate primarily to (i) two properties included in the CSD assets which are either now subject or proposed to become subject to Superfund proceedings, (ii) certain potential liabilities which the Sellers might incur in the future in connection with an incinerator formerly operated by Marine Shale Processors, Inc. to which the Sellers shipped hazardous wastes, and (iii) 35 active Superfund sites owned by third parties where the Sellers have been designated as Potentially Responsible Parties ("PRPs"). As described below, there are also four other Superfund sites owned by third parties where the Sellers have been named as PRPs or potential PRPs and for which the Sellers have sent demands for indemnity to us since September 2004. In the case of the two properties referenced above which were included in the CSD assets, we are potentially directly liable for cleanup costs under applicable environmental laws because of our

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ownership and/or operation of such properties since the Closing Date. In the case of Marine Shale Processors and the 35 other third-party sites referenced above, we do not have direct liability for cleanup costs but may have an obligation to indemnify the Sellers, to the extent provided in the Acquisition Agreement and the Sale Order, against the Sellers' share of such cleanup costs which are payable to governmental entities.

        Federal and state Superfund laws generally impose strict, and in certain circumstances, joint and several liability for the costs of cleaning up Superfund sites not only upon the owners and operators of such sites, but also upon persons or entities which in the past have either generated or shipped hazardous wastes which are present on such sites. The Superfund laws also provide for liability for damages to natural resources caused by hazardous substances at such sites. Accordingly, the Superfund laws encourage PRPs to agree to share in specified percentages of the aggregate cleanup costs for Superfund sites by entering into consent decrees, settlement agreements or similar arrangements. Non-settling PRPs may be liable for any shortfalls in government cost recovery and may be liable to other PRPs for equitable contribution. Under the Superfund laws, a settling PRP's financial liability could increase if the other settling PRPs were to become insolvent or if additional or more severe contamination were discovered at the relevant site. In estimating the amount of those Sellers' liabilities at those Superfund sites where one or more of the Sellers has been designated as a PRP and as to which we believe that we have potential liability under the Acquisition Agreement and the Sale Order, we therefore reviewed any existing consent decrees, settlement agreements or similar arrangements with respect to those sites, the Sellers' negotiated volumetric share of liability (where applicable), our prior knowledge of the relevant sites, and our general experience in dealing with the cleanup of Superfund sites.

        Properties Included in CSD Assets.    The CSD assets acquired by us include an active service center located at 2549 North New York Street in Wichita, Kansas (the "Wichita Property"). The Wichita Property is one of several properties located within the boundaries of a 1,400 acre state-designated Superfund site in an old industrial section of Wichita known as the North Industrial Corridor Site. Along with numerous other PRPs, the Sellers executed a consent decree relating to such site with the EPA, and we are continuing our ongoing remediation program for the Wichita Property in accordance with that consent decree. Also included within the CSD assets acquired by us are rights under an indemnification agreement between the Sellers and a prior owner of the Wichita Property which we anticipate but cannot guarantee will be available to reimburse certain such cleanup costs.

        The CSD assets also include a former hazardous waste incinerator and landfill in Baton Rouge, Louisiana ("BR Facility") currently undergoing remediation pursuant to an order issued by the Louisiana Department of Environmental Quality. In December 2003, we received an information request from the federal 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 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 our 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 we will not incur material costs. We cannot now estimate our potential liability for Devil's Swamp; accordingly, we have accrued no liability for remediation of Devil's Swamp beyond what was already accrued pertaining to the ongoing corrective actions and amounts sufficient to cover certain projected legal fees and related expenses.

        Marine Shale Processors.    Beginning in the mid-1980's and continuing until July 1996, Marine Shale Processors, Inc., 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

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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 shut down 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. In accordance with a court order authorizing the movement of this material to this off-site location, all of the materials located at Recycling Park, Inc. 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 Recycling Park, Inc. site.

        Although the Sellers never held an equity interest in Marine Shale, the Sellers were among the largest customers of Marine Shale in terms of overall incineration revenue. If the EPA or the Louisiana Department of Environmental Quality ("LDEQ") were in the future to designate the Marine Shale facility and/or the Recycling Park, Inc. site as a Superfund site or sites, the Sellers could potentially be exposed to liability for cleanup costs as PRPs and, in such event, the Sellers could assert that we would be obligated to indemnify the Sellers for such costs payable to governmental entities in accordance with our agreement described above. Based on a plan to settle obligations that was established at the time of the acquisition, we obtained more complete information as to the potential status of the Marine Shale facility and the Recycling Park, Inc. site as a Superfund site or sites, the potential costs associated with possible removal and disposal of some or all of the vitrified aggregate and closure and remediation of the Marine Shale facility and the Recycling Park, Inc. site, and the respective shares of other identified potential PRPs on a volumetric basis. Accordingly, we determined in the third quarter of 2003 that the remedial liabilities and associated legal costs were then probable and estimable and recorded liabilities for our estimate of the Sellers' proportionate share of environmental cleanup costs potentially payable to governmental entities under federal and/or state Superfund laws. At December 31, 2004, we had accrued $13.7 million of reserves relating to potential cleanup costs for the Marine Shale facility and the Recycling Park, Inc. site.

        On December 24, 2003, the Sellers' plan of reorganization became effective under chapter 11 of the Bankruptcy Code. If the EPA or the LDEQ were in the future to designate the Marine Shale facility and/or the Recycling Park, Inc. site as a Superfund site or sites, the Sellers might assert that they are not responsible for potential cleanup costs associated with such site or sites, and we might assert that under the Sale Order we are not obligated to pay or reimburse cleanup and related costs associated with such site or sites. We cannot now provide assurances with respect to any such matters which, in the event the EPA or the LDEQ were in the future to designate the Marine Shale facility and/or the Recycling Park, Inc. site as a Superfund or sites, would need to be resolved by future events, negotiations and, if required, legal proceedings.

        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, we agreed with the Sellers that we 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,

30


prior to our 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 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 one of those 29 Listed Third Party Sites, certain developments have occurred since our purchase of the CSD assets as described in the following paragraph. Of the six remaining Listed Third Party Sites, we on behalf of the Sellers are contesting with the governmental entities and PRP groups involved liability at two sites, have settled the Sellers' liability at one site, confirmed that the Sellers were ultimately not named as PRPs at one site, and plan to fund participation by the Sellers as settling PRPs at three sites. With respect to the 35 Listed Third Party Sites, we had reserves of $20.2 million at December 31, 2004.

        With respect to one (the "Helen Kramer Landfill Site") of the 35 Listed Third Party Sites, the Sellers had entered (prior to the Sellers commencing their bankruptcy proceeding in June 2000) into settlement agreements with certain members of the PRP group which agreed to perform the cleanup of that site in accordance with a consent decree with governmental entities, in return for which the Sellers received a conditional release from such governmental entities. Following the Sellers' commencement of their bankruptcy proceeding, the Sellers failed to satisfy their payment obligations to those PRPs under those settlement agreements. In November 2003, certain of those PRPs made a demand directly on us for the Sellers' share of the cleanup costs incurred by the PRPs with respect to the Helen Kramer Landfill Site. However, at a hearing in the Bankruptcy Court on January 6, 2004 on a motion by those PRPs seeking an order that we were liable to such PRPs under the terms of the Sale Order, the Bankruptcy Court declined to hear the motion on the ground that those PRPs (which are not governmental entities) have no right to seek direct payment from us for any portion of the cleanup costs which they have incurred in connection with that site. We also understand that, when the Sellers' plan of reorganization became effective in December 2003, the Sellers were discharged from their obligations to those PRPs for that site, and the Sellers have never made an indemnity request upon us for any obligations relating to that site. The PRPs have indicated their intention to pursue additional recourse against us, but we filed in February 2005 a complaint with the Bankruptcy Court seeking sanctions against the PRPs for contempt of the injunction in the Sale Order against those PRPs' efforts to proceed directly against us, and that matter is still pending.

        By letters to us dated September 22 and 28, 2004, and January 22 and 28, 2005, the Sellers identified, in addition to the 35 Listed Third Party Sites, four 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 we have an obligation to indemnify the Sellers for their share of the potential cleanup costs associated with such four additional sites. We have responded to such letters from the Sellers by stating that, under the Sale Order, we have no obligation to reimburse the Sellers for any cleanup and related costs (if any) which the Sellers may incur in connection with such four additional sites. We intend to assist the Sellers in providing information now in our possession with respect to such four additional sites and to participate in negotiations with the government agencies and PRP groups involved. In addition, at one of those four additional sites, we may have some liability independently of the Sellers' involvement with that site, and we may also have certain defense and indemnity rights under contractual agreements for prior acquisitions relating to that site. Accordingly, we are now investigating that site further. However, we now believe that we have no liabilities with respect to the potential cleanup of those four additional sites that are both probable and estimable at this time, and we have therefore not established any reserves for any potential liabilities of the Sellers in connection therewith.

        Inactive Third Party Superfund Sites.    In addition to the Superfund sites owned by third parties described in the preceding paragraphs, the Sellers have also been identified as PRPs at several other

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federal or state Superfund sites owned by third parties that we believe are now inactive with respect to the Sellers. The inactive sites generally involve the shipment by the Sellers of a de minimis amount of wastes to such sites and prior consent decrees, settlement agreements or similar arrangements providing for minimal payment obligations by the Sellers. De minimis agreements generally are intended to settle all claims for small PRPs and such agreements have limited "re-opener" provisions. At certain other inactive sites, the Sellers have disclaimed any liability by advising the governmental entities involved that the Sellers had not shipped any wastes to those sites. We have not established reserves for any of the inactive sites because we believe that the Sellers' cleanup liabilities with respect to those sites have already been resolved and that, under the Sale Order, we would not be responsible for such liabilities in any event.

        In addition to the legal proceedings related to the acquisition of the CSD assets described above, one lawsuit has been filed against us subsequent to the acquisition based in part upon allegations relating to our current ownership and operation of a former CSD facility. In December 2003, a lawsuit was filed in the 18th Judicial District Court in Iberville Parish, Louisiana, against our subsidiary which acquired and now operates a deep injection well facility near Plaquemine, Louisiana. This lawsuit was brought under the citizen suit provisions of the Louisiana Environmental Quality Act. The lawsuit alleges that the facility is in violation of state law by disposing of hazardous waste into an underground injection well that the plaintiffs allege is located within the banks or boundaries of a body of surface water within the jurisdiction of the State of Louisiana. The lawsuit also focuses on a "new area of concern" at the facility which the plaintiffs allege is a source of contamination which will require environmental remediation and/or restoration. The lawsuit also alleges that our former facility manager made false representations and failed to disclose material information to the regulators about the site after we acquired it in September 2002. The plaintiffs seek an order declaring the injection well to be located within the banks or boundaries of a body of surface water under state law, payment of civil penalties, and an additional penalty of $1.0 million for damages to the environment, plus interest. The plaintiffs also seek an order requiring the facility to remove all waste disposed of since September of 2002, and in general, to conduct an investigation into and remediate the alleged contamination at the facility, as well as damages for alleged personal injuries and property damage, natural resources damages, costs of litigation, and attorney's fees. Although, as described above, this lawsuit was originally brought only against our subsidiary which acquired and operates the Plaquemine facility, the plaintiffs sent on February 23, 2005 a written notice to the Louisiana Department of Environmental Quality indicating their intent to file a new citizens' suit to seek similar remedies against us.

        We believe this lawsuit is without merit, and are vigorously defending against the claims made. We further believe that, since its acquisition by us, the Plaquemine facility has been and now is in full compliance with its operating permits and all applicable state laws, and that any alleged contamination in the "new area of concern" complained of by the plaintiffs was and is already being addressed under the corrective action provisions of its RCRA operating permit. In addition, we believe that many of the plaintiffs' claims relate to actions or omissions allegedly taken or caused by third parties that formerly owned and/or operated, or generated or shipped waste to, the Plaquemine facility for which we have no legal responsibility under the Sale Order. Although we have established reserves to cover our estimated legal costs to be incurred in connection with this proceeding, this lawsuit is in its preliminary stages and we are therefore unable to estimate any other potential liability relating to the lawsuit.

        In addition to the legal proceedings in which we became involved as a result of our acquisition of the CSD assets, we are, or in the case of certain recently resolved proceedings were, also involved in certain legal proceedings which have arisen for other reasons. The principal such legal proceedings

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include certain federal securities class action litigation (which was dismissed on November 30, 2004 as described below), certain Superfund proceedings relating to sites owned by third parties where we (or a predecessor) have been named a PRP, certain regulatory proceedings, and litigation involving the former holders of our subordinated notes.

        Federal Securities Class Action Litigation.    On November 18, 2003, an individual plaintiff who purchased 1,700 shares of our common stock filed a purported class action suit in the United States District Court for the District of Massachusetts against us and a current and former officer of our Company. The plaintiff alleged violation of the Securities Exchange Act of 1934 and regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC"), and sought certification of a class that would consist of all purchasers of our stock between November 19, 2002 and August 14, 2003. Principally, the complaint alleged that in connection with certain of our public announcements we failed to disclose adverse information with respect to the impact of the acquisition of the CSD assets on us and that certain financial projections included in those announcements, particularly the guidance issued with respect to anticipated EBITDA for 2003, were overstated and made without reasonable basis. Subsequently, three additional plaintiffs who purchased 300, 16,500 and 1,500 shares of our common stock, respectively, filed complaints in the same court containing essentially the same allegations and seeking the same class certification.

        We believe that at all times during the purported class period we and the two other defendants conducted ourselves in compliance with relevant securities laws and that the guidance as to anticipated EBITDA and other forward-looking statements contained in our public announcements are protected by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. On November 30, 2004, all of the lawsuits described in the preceding paragraph were voluntarily dismissed with prejudice by the lead counsel for the plaintiffs. The cases were never certified as a class action, and the plaintiffs voluntarily dismissed their cases by means of a voluntary stipulation of dismissal with prejudice, without financial consideration and with mutual release of all claims.

        Superfund Sites Not Related to CSD Acquisition.    We have been named as a PRP at 28 sites that are not related to the CSD acquisition. Fourteen of these sites involve two subsidiaries which we acquired from ChemWaste, a former subsidiary of Waste Management, Inc. As part of that acquisition, ChemWaste agreed to indemnify us with respect to any liability of those two subsidiaries for waste disposed of before we acquired them. Accordingly, Waste Management is paying all costs of defending those two Company subsidiaries in those 14 cases, including legal fees and settlement costs.

        Our subsidiary which owns the Bristol, Connecticut facility is involved in one of the 28 Superfund sites. As part of the acquisition of that facility, the seller and its now parent company, Cemex, S.A., agreed to indemnify us with respect to any liability for waste disposed of before we acquired the facility, which would include any liability arising from Superfund sites.

        Eleven of the 28 Superfund sites involve subsidiaries acquired by us which had been designated as PRPs with respect to such sites prior to acquisition of such subsidiaries by us. Some of these sites have been settled, and we believe our ultimate liability with respect to the remaining such sites will not be material to our result of operations, cash flow from operations or financial position.

        As of December 31, 2004, we had reserves of $0.2 million for cleanup of Superfund sites not related to the CSD acquisition at which either we or a predecessor has been named as a PRP. However, there can be no guarantee that our 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.

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        Kimball Facility.    On April 2, 2003, Region VII of the U.S. Environmental Protection Agency ("EPA Region VII") in Kansas City, Kansas, served a Complaint, Compliance Order and Notice of Opportunity for Hearing ("CCO") on our subsidiary which operates an incineration facility in Kimball, Nebraska. The CCO stems from an inspection of the Kimball facility between April 8 and 10, 2002. Thereafter, EPA Region VII issued a Notice of Violation ("NOV") for certain alleged violations of RCRA. We responded to the NOV by letter and contested the allegations. The EPA alleges, among other things, that the facility had open containers of incinerator ash in the ash stabilization building, stored incompatible wastes without adequate separation, and failed to label equipment in hazardous waste service. After extensive settlement negotiations, on February 23, 2004, we and EPA Region VII executed a Consent Agreement and Final Order that included a Supplemental Environmental Project ("SEP"). We will be required to perform and account for the SEP in accordance with the EPA's SEP Policy. The SEP will involve cleaning out chemicals from high school laboratories, art departments and other campus locations, with all such work to be performed by our own trained field chemists. The SEP will also include the proper packaging, labeling, manifesting, transportation, and ultimately disposal, recycling or re-use of these chemicals at the hazardous waste treatment, storage and disposal facilities owned and operated by our subsidiaries, in lieu of the payment of any further civil penalties. We will have two years to complete the performance of the SEP, and any remaining amounts then still owed and outstanding will have to be paid in cash at that time, as calculated pursuant to a sliding scale formula that reduces the amount of cash that will be owed as more of the environmental services are rendered over the two-year period. At December 31, 2004, we had accrued $132 thousand for our SEP liability.

        Chicago Facility.    By letter dated January 16, 2004, Region V of the EPA ("EPA Region V") in Chicago, Illinois notified us that EPA Region V believes our Chicago, Illinois facility may be in violation of the National Emission Standard for Benzene Waste Operations Subpart FF regulations promulgated under the Clean Air Act and that EPA Region V may seek injunctive relief and civil penalties for these alleged violations. The alleged violations pertain to total annual benzene quantity determinations and reporting, provisions of individual waste stream identification and emissions control information, and treatment and control requirements for the benzene waste streams. EPA Region V is seeking a fine of $325 thousand. We believe that our Chicago facility complies in all material respects with these regulations and has engaged in ongoing settlement discussions with EPA Region V to resolve the issues described in the letter from EPA Region V without litigation. We believe that the cost of resolving this matter will not be material to our results of operations or financial position.

        Chicago Facility.    On February 12, 2004, our subsidiary which owns the Chicago facility was notified by the Illinois Attorney General's Office that an enforcement action was being initiated against such facility. The enforcement action alleges that the Chicago facility has violated its operating permit, certain Illinois Pollution Control Board regulations, and allegedly applicable provisions of the National Emission Standards for Hazardous Air Pollutants ("NESHAPs"). The enforcement action raises allegations pertaining to adequate capture and control of air emissions, timely notification regarding the applicability and compliance status of affected air emission sources, ensuring that devices were designed to operate with no detectable organic emissions, maintaining equipment integrity, and securing off-site containers engaged in waste and recovery operations. The Illinois Attorney General's Office announced that it was seeking $170 thousand in penalties. Our legal and compliance representatives have held discussions with the Illinois Attorney General's Office and the Illinois Environmental Protection Agency, and anticipate that a Supplemental Environmental Project will be negotiated that will substantially reduce the cash component of the penalty in exchange for agreeing to the installation of equipment upgrades at the facility designed to address and control air emissions from operations.

34

These negotiations are ongoing, and although significant progress has been made, there can be no assurance that a settlement can be reached or that the penalty will be reduced.

        London, Ontario Facility.    We and one of our Canadian subsidiaries, Clean Harbors Canada, Inc., received a summons alleging a number of regulatory offenses under the Ontario Occupational Health and Safety Act as a result of a fire in October 2003 at a Clean Harbors Canada, Inc., waste transfer facility in London, Ontario. A worker at the facility received serious injuries as a result of the fire. The initial appearance on this matter occurred on November 22, 2004. We have not yet determined whether to defend the charges or attempt to negotiate a settlement. We have not accrued any liability associated with this matter because any potential liability is not now estimable.

        Litigation Involving Former Holders of Subordinated Notes.    On April 30, 2001, we issued to John Hancock Life Insurance Company, Special Value Bond Fund, LLC, the Bill and Melinda Gates Foundation, and certain other institutional lenders (collectively, the "Lenders") $35 million of 16% Senior Subordinated Notes due 2008 (the "Subordinated Notes") as part of our refinancing of all our then outstanding indebtedness. Under the Securities Purchase Agreement dated as of April 12, 2001, between us and the Lenders (the "Purchase Agreement"), we were also required to pay a $350 thousand closing fee and issue to the Lenders warrants for an aggregate of 1,519,020 shares of our common stock (the "Warrants") exercisable at any time prior to April 30, 2008 at an exercise price of $.01 per share. The Purchase Agreement contained covenants limiting (with certain exceptions) our ability to acquire other businesses or incur additional indebtedness without the consent of a majority in interest of the Lenders. The Purchase Agreement also provided that, if we should elect to prepay the Subordinated Notes prior to maturity, we would be obligated to pay a prepayment penalty which, in the case of a prepayment prior to April 30, 2004, would include a so-called "Make Whole Amount" computed using a discount rate 2.5% above the then current yield on United States government securities of equal maturity to the Subordinated Notes. The Purchase Agreement also provided that, if we should default on any of the terms of the Purchase Agreement including the covenants described above, the Lenders would have the right to call the Subordinated Notes for payment at an amount equal to the principal, accrued interest and the so-called "Make Whole Amount" then in effect.

        During several months prior to our acquisition of the CSD assets effective September 7, 2002, we sought the Lenders' cooperation with respect to such acquisition and to include the Lenders in a refinancing of our outstanding debt (which might involve leaving the Subordinated Notes outstanding or refinancing them). The Lenders, however, ultimately refused to provide any such cooperation. We thus notified the Lenders that we were proceeding with the acquisition of the CSD assets, which would be a violation of certain covenants in the Purchase Agreement, and the Lenders then called the Subordinated Notes for payment, including principal, interest and the "Make Whole Amount" of $16,991,129, an amount equal to 48.5% of the principal amount of the Subordinated Notes. In response to the Lenders' demand, we immediately paid in full the amount demanded, while notifying the Lenders that we were paying the "Make Whole Amount" under protest. It is our position that if the payment to the Lenders is not deemed to be voluntary and the 48.5% "Make Whole Amount" is deemed unconscionable, the "Make-Whole Amount" is likely to be held unenforceable under Massachusetts case law.

        Shortly after the closing of the acquisition of the CSD assets, we wrote to the Lenders demanding a return of the prepayment penalty, in response to which, on September 27, 2002, the Lenders filed a complaint in the Norfolk Superior Court asking the Court to determine the prepayment penalty to be valid and enforceable. On October 1, 2002, we filed a complaint in the Business Litigation Session of the Suffolk Superior Court seeking a declaratory judgment that the "Make Whole Amount" is an unenforceable penalty and seeking an order for the return of the amount paid as a penalty, less the Lenders' actual damages (if any), plus interest and costs. In the case of certain of the Lenders, we also

35


seek a judgment that those Lenders' receipt of their share of the "Make Whole Amount," the closing payment and the fair value of the Warrants constitutes a violation of applicable Massachusetts usury laws. We filed a motion seeking to consolidate both legal proceedings in the Business Litigation Session of the Suffolk Superior Court, which motion was granted. Discovery in the proceedings was completed and all parties served and filed motions for summary judgment. On March 15, 2004, the Court granted summary judgment for the Lenders ruling that the "Make Whole Amount" was enforceable, and on May 15, 2004 the Court ordered we pay $323 thousand to the Lenders for legal and expert cost reimbursement. We have appealed the Court's rulings, and the Lenders have cross-appealed as to the amount of legal and expert cost reimbursement. The Appeals Court heard the appeals on March 5, 2005, but a decision of the Court is not expected for several months. We have not accrued the Lenders' legal and expert costs because, based on the advice of legal counsel, we now believe that such payment is not probable.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted to a vote of our security holders during the fourth quarter of 2004.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        Our common stock began trading publicly in the over-the-counter market on November 24, 1987 and was added to the NASDAQ National Market effective December 15, 1987. Our common stock trades on the NASDAQ National Market under the symbol CLHB. The following table sets forth the high and low sales prices of our common stock for the indicated periods as reported by NASDAQ.

2003
   High
   Low
First Quarter   $ 16.52   $ 8.94
Second Quarter     15.09     8.95
Third Quarter     9.88     4.25
Fourth Quarter     9.35     3.25
2004
   High
   Low
First Quarter   $ 9.08   $ 6.45
Second Quarter     9.98     7.21
Third Quarter     12.11     8.26
Fourth Quarter     15.09     10.41

        On March 18, 2005, there were 560 shareholders of record of our common stock, excluding stockholders whose shares were held in nominee name. We estimate that approximately 2,900 additional shareholders held shares in street name at that date.

        We have never declared nor paid any cash dividends on our common stock, and we are prohibited under our credit agreement from paying cash dividends on our common stock (see "Liquidity and Capital Resources" under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations").

        See Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," for a description of the securities which are authorized for issuance under our equity compensation plans.

        During the fiscal quarter ended December 31, 2004, we did not repurchase any of our outstanding common stock or any other securities registered under the Securities Exchange Act of 1934, as amended.

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ITEM 6. SELECTED FINANCIAL DATA

        The following selected consolidated financial information should be reviewed in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8, "Financial Statements and Supplementary Data" of this report. As discussed below in Note 1, we are restating our financial statements for the years ended December 31, 2003 and 2002, and financial information for the years ended December 31, 2001, 2000 and 1999, in order to correct errors related to estimated self-insured workers' compensation and motor vehicle claims.

 
   For the Year Ended December 31,(1)
  
 
    
   (Restated)
   (Restated)
   (Restated)
   (Restated)
  
 
   2004
   2003
   2002(2)
   2001
   2000
  
 
   (in thousands except per share amounts)

  
Income Statement Data:                                
Revenues   $ 643,219   $ 610,969   $ 350,133   $ 251,601   $ 233,466  
Cost of revenues     464,838     453,461     252,469     178,348     165,804  
Selling, general and administrative expenses     104,509     108,430     61,518     43,727     41,610  
Accretion of environmental liabilities(3)     10,394     11,114     1,199     —     —  
Depreciation and amortization     24,094     26,482     15,508     11,113     10,656  
Restructuring     —     (124 )   750     —     —  
Other acquisition costs     —     —     5,406     —     —  
   
 
 
 
 
 
Income from operations     39,384     11,606     13,283     18,413     15,396  
Other income (expense)(4)     (1,345 )   (94 )   129     —     —  
(Loss) on refinancings(5)     (7,099 )   —     (24,658 )   —     —  
Interest (expense), net     (22,297 )   (23,724 )   (13,414 )   (10,724 )   (9,795 )
   
 
 
 
 
 
Income (loss) before provision for income taxes and cumulative effect of change in accounting principle     8,643     (12,212 )   (24,660 )   7,689     5,601  
Provision for (benefit from) income taxes(6)     6,043     5,322     3,787     2,412     (2,016 )
   
 
 
 
 
 
Income (loss) before cumulative effect of change in accounting principle     2,600     (17,534 )   (28,447 )   5,277     7,617  
Cumulative effect of change in accounting principle     —     66     —     —     —  
   
 
 
 
 
 
Net income (loss)     2,600     (17,600 )   (28,447 )   5,277     7,617  
Redemption of Series C Preferred Stock, dividends on Series B and C Preferred Stocks and accretion on Series C Preferred Stock(7)     11,798     3,287     1,291     448     448  
   
 
 
 
 
 
Net income (loss)   $ (9,198 ) $ (20,887 ) $ (29,738 ) $ 4,829   $ 7,169  
   
 
 
 
 
 
Basic earnings (loss) per share:                                
  Earnings (loss) before cumulative effect of change in accounting principle   $ (0.65 ) $ (1.54 ) $ (2.44 ) $ 0.42   $ 0.65  
  Cumulative effect of change in accounting principle, net of tax     —     —     —     —     —  
   
 
 
 
 
 
  Basic earnings (loss) attributable to common shareholders   $ (0.65 ) $ (1.54 ) $ (2.44 ) $ 0.42   $ 0.65  
   
 
 
 
 
 
Diluted earnings (loss) per share:                                
  Earnings (loss) before cumulative effect of change in accounting principle   $ (0.65 ) $ (1.54 ) $ (2.44 ) $ 0.38   $ 0.63  
  Cumulative effect of change in accounting principle, net of tax     —     —     —     —     —  
   
 
 
 
 
 
  Diluted earnings (loss) attributable to common shareholders   $ (0.65 ) $ (1.54 ) $ (2.44 ) $ 0.38   $ 0.63  
   
 
 
 
 
 
Other Financial Data:                                
EBITDA(8)   $ 74,744   $ 50,452   $ 36,146   $ 29,526   $ 26,052  

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   At December 31,
 
    
   (Restated)
   (Restated)
   (Restated)
   (Restated)
 
   2004
   2003
   2002
   2001
   2000
 
   (in thousands)
Balance Sheet Data:                              
Working capital   $ 50,696   $ (19,575 ) $ 23,537   $ 9,423   $ 15,578
Goodwill     19,032     19,032     19,032     19,032     19,799
Total assets     504,702     540,159     559,690     156,958     149,568
Long-term obligations (including current portion)(9)     153,129     187,119     174,350     53,224     67,727
Redeemable preferred stock     —     15,631     13,543     —     —
Stockholders' equity     11,038     7,696     20,420     48,463     40,792

No cash dividends have been declared on our common stock.

(1)
As part of this annual report on Form 10-K, we are restating our financial statements for the years ended December 31, 2003 and 2002, and financial information for the years ended December 31, 2001, 2000 and 1999, in order to correct errors related to estimated self-insured workers' compensation and motor vehicle liability claims.
 
   2003
   2002
   2001
   2000
Net income (loss) as previously reported   $ (17,345 ) $ (28,191 ) $ 5,540   $ 7,118
Restatement adjustment to cost of revenues     (255 )   (256 )   (263 )   499
   
 
 
 
Net income (loss) as restated   $ (17,600 ) $ (28,447 ) $ 5,277   $ 7,617
   
 
 
 
Basic earnings (loss) per share attributable to common shareholders previously reported   $ (1.52 ) $ (2.42 ) $ 0.45   $ 0.60
Restatement adjustment     (0.02 )   (0.02 )   (0.03 )   0.05
   
 
 
 
Basic earnings (loss) per share attributable to common shareholders as restated   $ (1.54 ) $ (2.44 ) $ 0.42   $ 0.65
   
 
 
 
Diluted earnings (loss) per share attributable to common shareholders previously reported   $ (1.52 ) $ (2.42 ) $ 0.40   $ 0.59
Restatement adjustment     (0.02 )   (0.02 )   (0.02 )   0.04
   
 
 
 
Diluted earnings (loss) per share attributable to common shareholders as restated   $ (1.54 ) $ (2.44 ) $ 0.38   $ 0.63
   
 
 
 

39

 
   2003
Other accrued expenses as previously reported   $ 32,240
Restatement adjustment     1,617
   
Other accrued expenses as restated   $ 33,857
   
 
   2003
   2002
   2001
   2000
   1999
  
Accumulated deficit as previously reported   $ (60,921 ) $ (43,576 ) $ (15,385 ) $ (20,477 ) $ (27,147 )
Restatement adjustment     (1,617 )   (1,362 )   (1,106 )   (843 )   (1,342 )
   
 
 
 
 
 
Accumulated deficit as restated   $ (62,538 ) $ (44,938 ) $ (16,491 ) $ (21,320 ) $ (28,489 )
   
 
 
 
 
 
(2)
Effective as of September 7, 2002, we acquired the assets of the Chemical Services Division of Safety-Kleen Corp. Amounts recorded for the year ended December 31, 2002, for revenues, cost of revenues, selling general and administrative expenses, accretion of environmental liabilities, depreciation and amortization, restructuring, other acquisition costs, other income, loss on refinancings, interest expense, provision for income taxes, working capital, total assets, long-term obligations, redeemable preferred stock and stockholders' equity were either significantly impacted by or resulted from the acquisition. See "Acquisition" and "Results of Operations" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(3)
Effective January 1, 2003, we adopted Statement of Financial Accounting Standards ("SFAS") No. 143. Accretion of environmental liabilities for the years ended December 31, 2004 and 2003 were $10.4 million and $11.1 million, which was due primarily to the implementation as of January 1, 2003 of SFAS No. 143 and accretion of the discount for the remedial liabilities assumed as part of the CSD assets acquired. Accretion of environmental liabilities for 2002 was $1.2 million and relates to the accretion of the discount for the remedial liabilities assumed in the acquisition of the CSD assets. See "Environmental Liabilities" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(4)
As further discussed in "The 2004 Refinancing" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Company had outstanding prior to June 30, 2004, 25,000 shares of Series C Convertible Preferred Stock which consisted of two components, namely, the Host Contract and an Embedded Derivative which reflected the right of the holders of the Series C Preferred Stock to convert into the Company's common stock on the terms set forth in the Series C Preferred Stock. The value of the Embedded Derivative was periodically marked to market which resulted in the inclusion of gains (losses) as a component of other income (expense) of $(1.6) million, $(0.4) million and $0.1 million for the years ended December 31, 2004, 2003 and 2002, respectively.

(5)
As further discussed in "Loss on Refinancings" and "The 2004 Refinancing" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," on June 30, 2004 we repaid the then outstanding debt, redeemed the Series C Preferred Stock and settled the related Embedded Derivative liability. We recorded refinancing expenses, net of $7.1 million relating to these activities.

40

(6)
The fiscal year 2002 provision for income taxes includes a $1.1 million charge to provide a valuation allowance for all net deferred tax assets. The fiscal years 2001 and 2000 provision for (benefit from) income taxes include benefits of $1.3 million and $2.4 million, respectively, relating to the partial reversal of a valuation allowance for deferred taxes previously recorded.

(7)
As further discussed in "The 2004 Refinancing" in Item 7, "Management's Discussion of Financial Condition and Results of Operations," we had outstanding prior to June 30, 2004, 25,000 shares of Series C Convertible Preferred Stock. The amount of $11.8 million for the year ended December 31, 2004 includes $9.9 million related to the redemption of the Series C Preferred Stock. Dividends on the Series B Preferred Stock for 2005 are not expected to exceed $0.3 million.

(8)
For the year ended December 31, 2004, we utilized the definition of EBITDA under the Loan and Security Agreement dated June 30, 2004. 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, change in value of embedded derivative, and gain (loss) on sale of fixed assets. Previous definitions of EBITDA were based on financing arrangements then in place and varied somewhat from the current definition of EBITDA. See below for a reconciliation of EBITDA to both net income (loss) and net cash provided by operating activities for the specified periods. Our management considers EBITDA to be a measurement of performance which provides useful information to both management and investors. EBITDA should not be considered an alternative to net income or loss or other measurements under GAAP. Because EBITDA is not calculated identically by all companies, our measurements of EBITDA may not be comparable to similarly titled measures reported by other companies.

(9)
Long-term obligations (including current portion) include borrowings under our current and former revolving credit facilities.

        The following is a reconciliation of net income (loss) to EBITDA for the following periods (in thousands):

 
   Year Ended December 31,
  
 
    
   (Restated)
   (Restated)
   (Restated)
   (Restated)
  
 
   2004
   2003
   2002
   2001
   2000
  
Net income (loss)   $ 2,600   $ (17,600 ) $ (28,447 ) $ 5,277   $ 7,617  
Accretion of environmental liabilities     10,394     11,114     1,199     —     —  
Depreciation and amortization     24,094     26,482     15,508     11,113     10,656  
Restructuring costs     —     (124 )   750     —     —  
Other acquisition costs     —     —     5,406     —     —  
Loss on refinancings     7,099     —     24,658     —     —  
Interest expense, net     22,297     23,724     13,414     10,724     9,795  
Provision for (benefit from) income taxes     6,043     5,322     3,787     2,412     (2,016 )
Non-recurring severance charges     25     1,089     —     —     —  
Other non-recurring refinancing-related expenses     1,326     —     —     —     —  
Change in value of embedded derivative     1,590     379     (129 )   —     —  
(Gain) on sale of fixed assets     (724 )   —     —     —     —  
Cumulative effect of change in accounting principle     —     66     —     —     —  
   
 
 
 
 
 
EBITDA   $ 74,744   $ 50,452   $ 36,146   $ 29,526   $ 26,052  
   
 
 
 
 
 

41

        The following reconciles EBITDA to net cash provided by operating activities for the following years ended December 31 (in thousands):

 
   Year Ended December 31,
  
 
    
   (Restated)
   (Restated)
   (Restated)
   (Restated)
  
 
   2004
   2003
   2002
   2001
   2000
  
EBITDA   $ 74,744   $ 50,452   $ 36,146   $ 29,526   $ 26,052  
  Interest expense     (22,297 )   (23,724 )   (13,414 )   (10,724 )   (9,795 )
  Provision for (benefit from) income taxes     (6,043 )   (5,322 )   (3,787 )   (2,412 )   2,016  
  Allowance for doubtful accounts     1,232     2,439     842     587     684  
  Amortization of deferred financing costs     2,294     2,467     899     636     345  
  Amortization of debt discount     77     —     388     238     —  
  Deferred income taxes     381     (620 )   1,676     1,347     (2,400 )
  (Gain) loss on sale of fixed assets     (724 )   292     24     (60 )   (70 )
  Other non-recurring refinancing-related expenses and other     (1,351 )   —     —     —     —  
  Stock options expensed     35     29     166     —     —  
  Foreign currency loss (gain) on intercompany transactions     (88 )   996     —     —     —  
  Changes in assets and liabilities, net of acquisition                                
    Accounts receivable     (6,058 )   20,265     (9,679 )   451     (5,774 )
    Unbilled accounts receivable     4,429     4,539     (9,695 )   (382 )   1,669  
    Deferred costs     538     (838 )   (4,433 )   (130 )   (14 )
    Prepaid expenses     (4,781 )   14     (5,277 )   (399 )   (469 )
    Accounts payable     9,249     2,923     12,201     120     374  
    Closure, post-closure and remedial liabilities     (13,030 )   (8,268 )   (817 )   (115 )   (38 )
    Deferred revenue     (1,086 )   (2,121 )   8,693     1,496     154  
    Accrued disposal costs     910     (72 )   (5,060 )   1,285     748  
    Other accrued expenses     11,586     (3,387 )   237     3,369     883  
    Other, net     2,443     (1,207 )   (3,461 )   (201 )   (796 )
   
 
 
 
 
 
Net cash provided by operating activities   $ 52,460   $ 38,857   $ 5,649   $ 24,632   $ 13,569  
   
 
 
 
 
 

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

        In addition to historical information, this Annual 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 the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Factors That May Affect Future Results." 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. Readers should carefully review the risk factors described herein and in other documents we file from time to time with the Securities and Exchange Commission.

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. 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.

        In February 2002, we initiated the acquisition of the CSD assets, which was completed effective September 7, 2002. That acquisition broadened our disposal capabilities, geographic reach and significantly expanded our network of hazardous waste disposal facilities. Following the acquisition, we became one of the largest providers of environmental services and the largest operator of hazardous waste treatment and disposal facilities in North America. We believe that the acquisition of hazardous waste facilities in new geographic areas has allowed and will continue to allow us to expand our service area and has resulted and will continue to result in significant cost savings by allowing us to treat and dispose of hazardous waste internally for which we previously paid third parties and eliminate redundant selling, general and administrative expenses and inefficient transportation costs.

        We believe that significant synergies can be achieved by further integrating the former CSD operations into our business. Since the effective date of the acquisition, we have reduced and plan to continue to reduce expenses by use of common information management systems to minimize disposal costs outside the integrated network of facilities by sending waste to the disposal facilities that we now own. We also have eliminated and plan to continue to eliminate duplicate costs relating to overlapping operations on a geographic basis. Although much of the integration of operations and reduction of the combined entities' operating costs has been completed, this process is still ongoing.

        In addition, as part of the acquisition, we assumed certain environmental liabilities valued in accordance with generally accepted accounting principles in the United States ("GAAP") and a plan to settle obligations that was established at the time of the acquisition (and adjusted to reflect information gathered under the plan through the first anniversary of the acquisition relating to the nature and extent of environmental liabilities that existed as of the acquisition date) of approximately $184.5 million. We now 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 now anticipated.

43


Acquisition

        Effective September 7, 2002, we purchased from Safety-Kleen Services, Inc. (the "Seller") and certain of the Seller's domestic subsidiaries substantially all of the assets of the Chemical Services Division (the "CSD") of Safety-Kleen Corp. ("Safety-Kleen"). The CSD acquisition is included in our results of operations since the acquisition date. The sale included the operating assets of certain of the Seller's subsidiaries in the United States and the stock of five of the Seller's subsidiaries in Canada.

        The assets of the CSD (including the assets of the CSD Canadian Subsidiaries) which we acquired consist primarily of 44 hazardous waste treatment and disposal facilities including, among others, 22 transportation, storage or disposal facilities (six of which have since been closed by us), six wastewater treatment facilities (one of which has since been closed by us), nine commercial landfills and four incineration facilities. Such facilities are located in 30 states, Puerto Rico, six Canadian provinces and Mexico. The most significant of such facilities include landfills in Buttonwillow, California with approximately 10.0 million cubic yards of remaining capacity, in Lambton, Ontario with approximately 8.9 million cubic yards of remaining capacity, which is the largest of the total of three hazardous waste landfills in Canada, and in Waynoka, Oklahoma with approximately 1.5 million cubic yards of remaining capacity; and incinerators in Deer Park, Texas which is the largest hazardous waste incineration facility in the United States, and in Aragonite, Utah. Additional significant facilities are the incinerators in Mercier, Quebec and Lambton, Ontario. The acquired assets do not include Safety-Kleen's Pinewood landfill in South Carolina, which Safety-Kleen had previously operated as part of the CSD.

        The primary reasons for the acquisition of the CSD assets were to broaden our disposal capabilities and geographic reach, particularly in the West Coast and Southwest regions of the United States, in Canada and in Mexico, and to significantly expand our network of hazardous waste disposal facilities. In addition, we believed that the acquisition of the CSD's hazardous waste facilities in new geographic areas would allow us to expand its site and industrial services which in turn could increase the utilization and profitability of the facilities. Finally, we believed that the acquisition would result in significant cost savings by allowing us to treat hazardous waste internally, for which we previously paid third parties to dispose of hazardous waste because we lacked the facilities required to dispose of the waste internally.

        In accordance with the Acquisition Agreement between the Seller and us dated February 22, 2002, as amended through September 6, 2002, we purchased the assets of the CSD for $26.6 million in net cash, and incurred direct costs related to the transaction of $9.7 million for a total purchase price of $36.3 million. In addition, we assumed with the transaction certain environmental liabilities valued at $184.5 million.

        We have allocated the total purchase price for the CSD assets based upon the estimated fair value of each asset acquired and each liability assumed. The following table shows the final allocation of the

44


purchase price and direct costs incurred among the assets acquired, liabilities assumed, and liabilities accrued relating to the CSD assets acquired (in thousands):

 
   Acquired Assets and
Liabilities as Revised
December 31, 2003
  
Current assets   $ 101,604  
Property, plant and equipment     100,804  
Intangible assets     72,659  
Deferred taxes     5,670  
Other assets     1,888  
Current closure, post-closure and remedial liabilities     (9,076 )
Other current liabilities     (54,749 )
Closure, post-closure and remedial liabilities, long-term     (175,473 )
Other long-term liabilities     (7,000 )
   
 
Cost of CSD assets acquired   $ 36,327  
   
 
Cash purchase price   $ 26,580  
Estimated transaction costs     9,747  
   
 
Cost of CSD assets acquired   $ 36,327  
   
 

        We engaged an independent appraisal firm to assist in determining the fair values of the property, plant, equipment and intangible assets, which were acquired as part of the assets of the CSD. Intangible assets recorded at $72.6 million consist of $68.2 million of permits and $4.4 million of customer profile databases. The valuation for intangible assets was based on discounted cash flows from operations of the acquired facilities to which those permits and customer profile databases relate. We concluded that the intangible assets acquired have finite lives and will amortize these assets over their estimated useful lives. As the fair value of the assets acquired from the CSD is higher than the purchase price paid, we reduced the recorded value of the fixed assets and intangible assets as of the acquisition date by $302.5 million in order to record the assets at cost as required by generally accepted accounting principles in the United States after adjusting for changes in estimates. We allocated $12.7 million of the purchase price to properties held for sale as discussed in Note 6 to the consolidated financial statements included herein.

        In connection with the acquisition of the CSD assets, we recorded integration liabilities of $11.9 million (after giving effect to subsequent net changes in estimates) which consisted primarily of lease costs, severance, environmental closure and other exit costs to close duplicative facilities and functions. Groups of employees severed and to be severed consist primarily of duplicative selling, general and administrative personnel and personnel at offices which were closed. The following table

45

summarizes the purchase accounting liabilities recorded in connection with the acquisition of the CSD assets (dollars in thousands):

 
   Severance
   Facilites
    
    
  
 
   Number of
Employees
   Liability
   Number of
Facilities
   Liability
   Other
Liability
   Total
Liability
  
Original reserve established   461   $ 9,076   12   $ 3,604   $ 528   $ 13,208  
Net change in estimate   —     —   —     (59 )   (206 )   (265 )
Utilized through December 31, 2002   (238 )   (4,300 ) (2 )   (15 )   (92 )   (4,407 )
   
 
 
 
 
 
 
Balance December 31, 2002   223     4,776   10     3,530     230     8,536  
Net change in estimate   93     (228 ) (1 )   (205 )   77     (356 )
Interest accretion   —     —   —     416     —     416  
Utilized year ended December 31, 2003   (264 )   (3,872 ) —     (810 )   (307 )   (4,989 )
   
 
 
 
 
 
 
Balance December 31, 2003   52     676   9     2,931     —     3,607  
Net change in estimate   (41 )   (246 ) —     (423 )   —     (669 )
Interest accretion   —     —   —     221     —     221  
Utilized year ended December 31, 2004   (6 )   (402 ) (1 )   (1,021 )   —     (1,423 )
   
 
 
 
 
 
 
Balance December 31, 2004   5   $ 28   8   $ 1,708   $ —   $ 1,736  
   
 
 
 
 
 
 

Critical Accounting Policies and Estimates

        The preparation of the financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent liabilities. The following are the areas that we believe require the greatest amount of judgments or estimates in the preparation of the financial statements: revenue allowance, deferred revenue, allowance for doubtful accounts, accounting for landfills, testing assets for impairment, environmental liabilities, insurance expense, legal matters, and provision for income taxes. Prior to the completion and filing of this annual report on Form 10-K, the Audit Committee of our Board of Directors reviewed these critical accounting policies and estimates and discussed them with our management.

        Revenue Allowance.    We respond to emergencies that pose an immediate threat to public health or the environment and must take action in the field as events unfold. Historically, once the emergency is contained, customers may withhold payment and attempt to renegotiate amounts invoiced. Credits issued in subsequent periods can differ materially from the revenue allowance provided. We establish a revenue allowance to cover the estimated amounts of revenue that may need to be credited to customers' accounts in future periods. The allowance is established based on experience and, when available, based on specific information relating to jobs performed.

        Deferred Revenue.    In accordance with customary practice in the environmental services industry, we normally submit a bill for services shortly after waste is collected from a customer location and prior to completion of the waste disposal process. We recognize revenue for waste disposal services only when the waste is placed into a landfill, incinerated, treated in a wastewater treatment facility or shipped to a third party for disposal. The amount of deferred revenue stated on our balance sheet as of December 31, 2004 was $22.1 million. Because a large quantity of waste is on hand and in transit at the end of any month, waste from various sources is mixed subsequent to receipt, waste is received in various size containers, and the amount of waste per container can vary significantly, the calculation of deferred revenue requires the use of significant estimates such as of the average revenue charged for a type of waste and of the average waste volume contained within various size containers.

        Allowance for Doubtful Accounts.    We establish an allowance for doubtful accounts to cover accounts receivable that may not be collectible. In establishing the allowance for doubtful accounts, we

46


analyze the collectibility of accounts that are large or past due. In addition, we consider historical bad debts and current economic trends in evaluating the allowance for doubtful accounts. Accounts receivable written off in subsequent periods can differ materially from the allowance for doubtful accounts provided.

        Accounting for Landfills.    We utilize the life cycle method of accounting for landfill costs and the units of consumption method to amortize landfill construction and asset retirement costs and record closure and post-closure obligations over the estimated remaining useful life of a landfill. Under this method, we include future estimated construction and asset retirement costs, as well as costs incurred to date, in the amortization base. Additionally, we include probable expansion airspace that has yet to be permitted costs in the calculation of the total remaining useful life of the landfill. This accounting method requires us to make estimates and assumptions, as described below. Any changes in our estimates will impact our income from operations prospectively from the date the changes are made.

        Landfill Assets—We assess the total cost to develop each landfill site to its capacity based on highly probable airspace. This includes certain projected landfill costs that are uncertain because they are dependent on future events. The total cost to develop a site to its final capacity includes amounts previously expended and capitalized, net of accumulated airspace amortization, and projections of future purchase and development costs and construction costs.

        Closure and Post-Closure Costs—The costs for closure and post-closure obligations at landfills we own or operate are estimated based on our interpretations of current requirements and proposed or anticipated regulatory changes. The estimates for landfill cell closure, final closure and post-closure costs also consider when the costs would actually be paid and factor in inflation and discount rates. The possibility of changing legal and regulatory requirements and the forward-looking nature of these types of costs make any estimation or assumption uncertain.

        Available Airspace—Our engineers and accountants determine the useful life of our landfills by estimating the available airspace. This is done by using surveys and other methods to calculate, based on height restrictions and other factors, how much airspace is left to fill and how much waste can be disposed of at a landfill before it has reached its final capacity.

        Expansion Airspace—We apply a comprehensive set of criteria for evaluating the probability of obtaining a permit for future expansion airspace at existing sites, which provides management a sufficient basis to evaluate the likelihood of success of unpermitted expansions. These criteria are as follows:

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        These criteria are initially evaluated by our field-based engineers, accountants, managers and others to identify potential obstacles to obtaining the permits. However, our policy provides that, based on the facts and circumstances of a specific landfill, if these criteria are not met, inclusion of unpermitted airspace may still be allowed. In these circumstances, inclusion must be approved through a landfill-specific process that includes approval of our Chief Financial Officer and a review by the Audit Committee of our Board of Directors. When we include the expansion airspace in our calculations of available airspace, we also include the projected costs for final capping, and closure and post-closure of the expansion in the amortization basis of the landfill.

        It is possible that any of our estimates or assumptions could ultimately turn out to be significantly different from actual results. In some cases we may be unsuccessful in obtaining an expansion permit or we may determine that an expansion permit that we previously thought was probable has become unlikely. To the extent that such estimates, or the assumptions used to make those estimates, prove to be significantly different than actual results or our belief that we will receive an expansion permit changes adversely in a significant manner, the costs of the landfill, including the costs incurred in the pursuit of the expansion, may be subject to impairment testing, as described below, and lower prospective profitability may be experienced due to increased interest accretion and depreciation or asset impairments related to the removal of previously included expansion airspace.

        Testing Assets for Impairment.    Testing assets for impairment requires projecting current earnings and cash flows into future periods based on expected trends. In addition, testing assets for impairment requires that judgments be made regarding reporting units and asset groupings. Starting in 2002, goodwill was tested for impairment based on estimated future discounted cash flows. Other assets are tested for impairment based on estimated undiscounted cash flows. Estimating future cash flows requires making projections that can differ materially from actual results.

        Environmental Liabilities.    As more fully discussed under Item 1, "Business," our waste management facilities are continuously regulated by federal, state, provincial and local laws enacted to regulate discharge of materials into the environment or otherwise protect the environment. In addition, in connection with our acquisition of the assets of the CSD in September 2002, we agreed to assume certain environmental liabilities of the CSD as part of the purchase price for the CSD assets.

        Remedial liabilities are inherently difficult to estimate. Estimating remedial liabilities requires that the existing environmental contamination be understood. There is a risk that the actual quantities of contaminates differ from the results of the site investigation, and there is a risk that contaminants exist that have not been identified by the site investigation. In addition, the amount of remedial liabilities recorded is dependent on the remedial method selected. There is a risk that funds will be expended on a remedial solution that is not successful, which could result in the additional incremental costs of an alternative solution. Such estimates, which are subject to change, are subsequently revised if and when additional information becomes available.

        In addition, we must estimate the timing of payments for environmental liabilities years into the future. Because most of the our environmental liabilities are discounted to reflect the respective dates on which we expect to make environmental expenditures, significant acceleration in the timing of payments could result in material charges to earnings.

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        Insurance Expense.    It is our policy to retain a significant portion of certain expected losses related primarily to workers' compensation, health insurance, comprehensive general and vehicle liability. Accruals are established for incurred losses based on information that is known at the time. Recording health insurance expense requires that estimates be made of the cost of health benefits to be provided in future periods. Actual expenditures required in future periods can differ materially from accruals established based on estimates. As described in Item 6, "Selected Financial Data," we have restated our financial statements for the years ended December 31, 2003 and 2002, and financial information for the years ended December 31, 2001, 2000 and 1999, in order to correct errors relating to the methodology we had established for estimating our workers' compensation and motor vehicle liability claims.

        Legal Matters.    As described in Item 3, "Legal Proceedings," we are subject to legal proceedings which relate to the acquisition of the CSD assets or which have arisen in the ordinary course of business. Accruals are established for legal matters when, in our opinion, it is probable that a liability exists and the liability can be reasonably estimated. As of December 31, 2004, we had reserves of $35.8 million (substantially all of which we had established as part of the purchase price for the CSD assets) relating to our potential liabilities in connection with such legal proceedings which were then pending. Estimates of the cost to settle disputes are adjusted as facts emerge. Actual expenses incurred in future periods can differ materially from accruals established.

        Provision for Income Taxes.    We are required to estimate the provision for income taxes, including the current tax expense together with assessing temporary differences resulting from differing treatments of assets and liabilities for tax and financial accounting purposes. These differences together with net operating loss carryforwards and tax credits are recorded as deferred tax assets or liabilities on the balance sheet. An assessment must then be made of the likelihood that the deferred tax assets will be recovered from future taxable income. To the extent that we determine that it is more likely than not that the deferred asset will not be utilized, a valuation allowance is established. Taxable income in future periods significantly above or below that now projected will cause adjustments to the valuation allowance that could materially decrease or increase future income tax expense.

        We attempt to make realistic estimates in providing allowances for assets and recording liabilities. Because estimates are made in good faith, our experience has been that overestimates in one area are often offset by underestimates in other areas. We believe that in the future it is probable that an unexpected event (such as the sudden bankruptcy of a significant customer or supplier that was previously believed to be a large and stable company) could materially affect the results of operations of a future period; however, due to our risk management programs, we believe that such an event would not be material to our financial condition.

        Our operations are managed as two segments: Technical Services and Site Services.

        Technical Services include treatment and disposal of industrial wastes via incineration, landfill or wastewater treatment; collection and transporting of all containerized and bulk waste; categorization, specialized repackaging, treatment and disposal of laboratory chemicals and household hazardous wastes, which are referred to as CleanPack® services; and Apollo Onsite Services, which customize environmental programs at customer sites. This is accomplished through a 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.

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        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. We also offer outsourcing services for customer environmental management programs and provide analytical testing services, information management and personnel training services.

        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 this report.

 
   Percentage of Total Revenues
Year Ended December 31,
  
 
    
   (Restated)
   (Restated)
   (Restated)
   (Restated)
  
 
   2004
   2003
   2002
   2001
   2000
  
Revenues   100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenues:                      
  Disposal costs paid to third parties   4.0   4.8   7.0   9.2   10.9  
  Other costs   68.3   69.4   65.1   61.7   60.1  
   
 
 
 
 
 
    Total cost of revenues   72.3   74.2   72.1   70.9   71.0  
Selling, general and administrative expenses   16.2   17.8   17.7   17.4   17.8  
Accretion of environmental liabilities   1.6   1.8   0.3   —   —  
Depreciation and amortization   3.8   4.3   4.4   4.4   4.6  
Restructuring   —   —   0.2   —   —  
Other acquisition costs   —   —   1.5   —   —  
   
 
 
 
 
 
Income from operations   6.1   1.9   3.8   7.3   6.6  
Other income (expense)   (0.2 ) —   —   —   —  
(Loss) on refinancings   (1.1 ) —   (7.0 ) —   —  
Interest (expense) net   (3.5 ) (3.9 ) (3.8 ) (4.2 ) (4.2 )
   
 
 
 
 
 
Income (loss) before provision for income taxes and cumulative effect of change in accounting principle   1.3   (2.0 ) (7.0 ) 3.1   2.4  
Provision for (benefit from) income taxes   0.9   0.9   1.1   1.0   (0.9 )
   
 
 
 
 
 
Income (loss) before cumulative effect of change in accounting principle   0.4   (2.9 ) (8.1 ) 2.1   3.3  
Cumulative effect of change in accounting principle   —   —   —   —   —  
   
 
 
 
 
 
Net income (loss)   0.4 % (2.9 )% (8.1 )% 2.1 % 3.3 %
   
 
 
 
 
 

        Performance of the segments is evaluated on several factors of which the primary financial measure is EBITDA. The following table sets forth certain operating data associated with our results of operations and summarizes EBITDA contribution by operating segment for the years ended December 31, 2004, 2003 and 2002. See Item 6, "Selected Financial Data—Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") for a description of the calculation of EBITDA and a reconciliation of EBITDA to net income (loss) and net cash provided by operating activities. We consider the 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

50

included in the operating segment EBITDA contribution. This table and subsequent discussions should be read in conjunction with Item 8, "Financial Statements and Supplementary Data" of this report, and in particular Note 23, "Segment Reporting," to such financial statements.

 
   Summary of Operations
Year ended December 31,
  
 
    
   (Restated)
   (Restated)
  
 
   2004
   2003(1)
   2002(1)
  
 
   (in thousands)

  
Revenues:                    
  Technical Services   $ 444,617   $ 422,777   $ 220,085  
  Site Services     198,609     187,742     128,873  
  Corporate Items     (7 )   450     1,175  
   
 
 
 
    Total     643,219     610,969     350,133  
   
 
 
 
Cost of Revenues:                    
  Technical Services     297,926     290,882     144,730  
  Site Services     159,042     148,196     101,773  
  Corporate Items     7,870     14,383     5,966  
   
 
 
 
    Total     464,838     453,461     252,469  
   
 
 
 
Selling, General & Administrative Expenses:                    
  Technical Services     48,748     48,585     26,627  
  Site Services     18,449     16,999     11,734  
  Corporate Items     36,440     41,472     23,157  
   
 
 
 
    Total     103,637     107,056     61,518  
   
 
 
 
EBITDA:                    
  Technical Services     97,943     83,310     48,728  
  Site Services     21,118     22,547     15,366  
  Corporate Items     (44,317 )   (55,405 )   (27,948 )
   
 
 
 
    Total(2)   $ 74,744   $ 50,452   $ 36,146  
   
 
 
 
(1)
Certain reclassifications have been made to conform to the current year presentation.

(2)
See Item 6, "Selected Financial Data" for a discussion of EBITDA.

        Total revenues for 2004 increased $32.2 million or 5.3% to $643.2 million for 2004 from $611.0 for 2003. Technical Services revenues for 2004 increased $21.8 million or 5.2% to $444.6 million for 2004 from $422.8 million for 2003. The increases in Technical Services revenues resulted from an improving economy and volume increases realized in our landfill and incineration assets. Site Services revenues for 2004 increased $10.9 million or 5.8% to $198.6 million for 2004 from $187.7 million for 2003. We performed a large emergency response job in the year ended December 31, 2003, which accounted for 11.1% of Site Services revenues for that period. In the year ended December 31, 2004, several large emergency response jobs accounted for 5.5% of revenue. Excluding these large jobs, revenue increased $20.6 million, or 12.3%, for the year ended December 31, 2004 compared to the year ended December 31, 2003 as a result of growth initiatives in Gulf and Western United States, increased volumes of large industrial services projects, and significant improvements in oil and PCB recycling related to commodity sales and an improving economy. Changes in foreign exchange rates also positively impacted consolidated sales by approximately $5.9 million.

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        There are many factors which have impacted, and continue to impact, our revenues. These factors include: economic conditions; integration of operations of the former CSD; 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; industry-wide overcapacity; and direct shipment by generators of waste to the ultimate treatment or disposal location. We believe that inflation did not have any significant effect on revenues during the three years ended December 31, 2004.

        Total cost of revenues for 2004 increased $11.3 million or 2.5% to $464.8 million compared to $453.5 million for 2003. Technical Services costs of revenues increased $7.0 million or 2.4% to $297.9 million from $290.9 million in 2003. Site Services cost of revenue increased $10.8 million or 7.3% to $159.0 million from $148.2 million in 2003. Corporate cost of revenues decreased $6.5 million to $7.9 million from $14.4 million in 2003. Technical Services cost of revenue as a percent of revenue decreased 1.8% from 68.8% in 2003 to 67.0% in 2004. This reduction was primarily due to continued internalization of waste and reductions in labor costs at our processing facilities. Site Services cost of revenue as a percent of revenue increased 1.2% to 80.1% in 2004 from 78.9% in 2003. This increase was attributable to startup costs of new Site Services locations and margin erosion due to increased competitive factors. The decrease in cost of revenue for Corporate Items was due to reduced costs at our discontinued waste handling facilities. As a percentage of revenues, combined cost of revenues in 2004 decreased 1.9% to 72.3% from 74.2% in 2003.

        We believe that our ability to manage operating costs is an important factor 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, 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 the strategic sourcing initiatives. However, we cannot assure that our efforts to manage future operating expenses will be successful.

        Selling, general and administrative expenses in 2004 decreased $3.9 million to $104.5 million from $108.4 million for 2003. Technical Services selling, general and administrative expenses increased $0.1 million to $48.7 million from $48.6 million for 2003. Site Services selling, general and administrative expenses increased by $1.4 million to $18.4 million from $17.0 million in 2003. Increases for Site Services were related to allocations from sales and administrative support. Corporate Items selling, general and administrative expenses for 2004 decreased $5.1 million to $36.4 million from $41.5 million in 2003. The decrease was due to reduced currency exchange expense, decreases in headcount, decreased professional fees, and improved controls over expenses. These expense reductions were offset by higher bonus accruals and expenses associated with the refinancing of our capital structure in June 2004 as well as expenses related to Sarbanes-Oxley Section 404 compliance.

        Accretion of environmental liabilities for 2004 and 2003 was similar at $10.4 million and $11.1 million, respectively.

        Depreciation and amortization expense of $24.1 million for 2004 decreased from $26.5 million for 2003 due to changes in estimates in landfill lives and changes in estimates in useful lives of certain assets.

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        As more fully described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Redemption of Series C Preferred Stock," we issued 25,000 shares of Series C Convertible Preferred Stock ("Series C Preferred Stock") for $25.0 million in September 2002. The Series C Preferred Stock was recorded on our financial statements as though it consisted of two components, namely (i) non-convertible redeemable preferred stock with a 6.0% annual dividend (the "Host Contract"), and (ii) an embedded derivative (the "Embedded Derivative") which reflected the right of the holders of the Series C Preferred Stock to convert the Series C Preferred Stock into our common stock. On June 30, 2004, we redeemed the Series C Preferred Stock and settled the Embedded Derivative liability. Just prior to the settlement, we valued the Embedded Derivative using the Black-Scholes option pricing model. The Black-Scholes model determines the value of an option primarily by considering the strike price of the option, the market value of the stock and the volatility of the stock price. The strike price of the Embedded Derivative was $8.00. The settlement of the Embedded Derivative liability on June 30, 2004 will result in no additional other income (expense) being recorded in future periods related to the Embedded Derivative. For the year ended December 31, 2004, we recorded other expense related to the Embedded Derivative of $1.6 million primarily because of the market price increase of our common stock that occurred during the first half of 2004. For the year ended December 31, 2003, we recorded other expense of $0.4 million for the change in the fair value of the Embedded Derivative because the market price decline of our common stock that occurred during 2003, partially offset by the decrease of the strike price on the embedded derivative from $10.50 to $8.00 that occurred because both (i) the Consolidated EBITDA for the year ended December 31, 2003 was less than $115 million and (ii) the average trading price for our common stock for the month of December 2003 was less than $27.50. Partially offsetting the expense on the Embedded Derivative during the years ended December 31, 2004 and 2003 were, respectively, a net gain and net loss on the disposal of fixed assets of $0.3 million and $0.3 million.

        As further discussed below in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "The 2004 Refinancing," we previously had outstanding a $100.0 million three-year revolving credit facility (the "Revolving Credit Facility"), $115.0 million of three-year non-amortizing term loans (the "Senior Loans"), $40.0 million of five-year non-amortizing subordinated loans (the "Subordinated Loans"), the Series C Preferred Stock, and the related Embedded Derivative which reflected the right of the holders of the Series C Preferred Stock to convert into our common stock on the terms set forth in the Series C Preferred Stock. On June 30, 2004, we repaid the Revolving Credit Facility, the Senior Loans and the Subordinated Loans, redeemed the Series C Preferred Stock, and settled the related Embedded Derivative liability. We recorded losses associated with our debt refinancing of $7.1 million during the period ended June 30, 2004. Such expenses consisted of write-off of deferred financing costs of $5.3 million, prepayment penalties of $3.1 million and other expenses of $0.3 million. These expenses were partially offset by the gain on the settlement of the Embedded Derivative of $1.6 million.

        Interest expense, net of interest income for 2004, decreased $1.4 million to $22.3 million from $23.7 million for 2003. The decrease in interest expense was primarily due to $1.9 million of capitalized interest relating to a capital project to comply with air emission standards at our Deer Park incineration facility which was partially offset by reduced interest income on our restricted cash balances and a slight increase in interest expense on capital leases for 2004 as compared to 2003.

        Based on current interest rates and the balance of loans outstanding at December 31, 2004, we estimate that interest expense for 2005 will be between $23.0 million and $24.0 million.

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        Income tax expense in 2004 increased $0.7 million to $6.0 million from $5.3 million for 2003. Income tax expense for 2004 consists primarily of Canadian taxes of $6.1 million including withholding taxes of $1.1 million and a net Federal and state income tax benefits of $74 thousand. Income tax expense for 2003 consisted primarily of current tax expense relating to the Canadian operations of $5.7 million and $0.2 million of current state income tax expense due primarily to the profitable operations of certain of our subsidiaries. The 2003 current tax expense was partially offset by foreign deferred tax benefit of $0.6 million.

        The provision for income taxes in relation to income before provision for income taxes and cumulative effect of change in accounting principle was driven primarily by the profitability of our Canadian operations and the losses experienced in our U.S. operations.

        On June 30, 2004, we refinanced our then outstanding debt. As a part of the refinancing, one of our Canadian subsidiaries made a $91.7 million (U.S.) investment in the preferred stock of one of our domestic subsidiaries and issued, in partial payment for such investment, a promissory note for $89.4 million (U.S) payable to one of our domestic subsidiaries. The interest rate on such promissory note is 11.0% per annum. The effect of this transaction was to increase interest income of a U.S. subsidiary and to increase interest expense of a foreign subsidiary. For the year ended December 31, 2005, the full year effect of this transaction will be reflected in our statement of operations.

        SFAS No. 109, "Accounting for Income Taxes," requires that a valuation allowance be established when, based on an evaluation of verifiable evidence, there is a likelihood that some portion or all of the deferred tax assets will not be realized. We continually review the adequacy of the valuation allowance for deferred taxes. As discussed previously under the heading "Acquisition," Safety-Kleen was unable to provide historical audited statements of operations and cash flows for the CSD, and we have reported net losses from our U.S. operations since the acquisition. Accordingly, as part of the review of the valuation allowance for deferred taxes for the years ended December 31, 2004 and 2003, we determined that we lack sufficient verified historical taxable income to demonstrate that we will be able to utilize the net operating loss ("NOL") carryforwards and other deferred tax assets for the U.S. entities. Accordingly, no tax benefit has been recorded relating to the loss before provision for income taxes and cumulative effect of change in accounting principle for the U.S. entities for the years ended December 31, 2004 and 2003. The actual realization of the net operating loss carryforwards and other deferred tax assets will depend on our having future taxable income of the appropriate character prior to their expiration. Should we demonstrate the ability to generate future taxable income to utilize the NOL carryforwards and other deferred tax assets, a portion, or all of the valuation allowance would be reduced. Up to $35.3 million of this valuation allowance reduction could be recorded as a tax benefit on the statement of operations and up to $4.4 million could reduce the basis of assets acquired from the Sellers. At December 31, 2004, we had regular net operating loss carryforwards of approximately $45.2 million that begin to expire starting in 2012.

        The combined EBITDA contribution by segments for 2004 increased $24.2 million or 48.1% to $74.7 million from $50.5 million in 2003. The increase from Technical Services was $14.6 million. For Site Services, EBITDA decreased $1.4 million and was offset by an increase in Corporate Items of $11.1 million. The combined EBITDA contribution was based on total revenues of $643.2 million and $611.0 million, net of cost of revenues of $464.8 million and $453.5 million and selling, general and administrative expenses of $103.6 million and $107.1 million for the years ended December 31, 2004 and 2003, respectively.

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        Total revenues for 2003 increased $260.9 million or 74.5% to $611.0 million for 2003 from $350.1 for 2002. Technical Services revenues for 2003 increased $202.7 million or 92.1% to $422.8 million for 2003 from $220.1 million for 2002. The increases in Technical Services revenues were due to the acquisition of the CSD assets from Safety-Kleen effective on September 7, 2002. Site Services revenues for 2003 increased $58.8 million or 45.6% to $187.7 million for 2003 from $128.9 million for 2002. We performed one large Site Services job in the year ended December 31, 2003, which accounted for 11.1% of Site Services revenues for that period. We performed one emergency services job in the year ended December 31, 2002. The job performed in 2002 related to the events of September 11, 2001 and was much lower in revenue compared to the job performed in 2003. Other than the events discussed, the increases in total revenues, Technical Services revenues, and Site Services revenues were due to the acquisition of the CSD assets from Safety-Kleen in 2002.

        Our decision to integrate the operations of the former CSD into our business and financial reporting systems, combined with the replacement of the business model of the former CSD with our business model, prevented us from being able to calculate meaningful changes in revenue due to volume, price or mix.

        Total cost of revenues for 2003 increased $201.0 million or 79.6% to $453.5 million compared to $252.5 million for 2002. Technical Services costs of revenues increased $146.2 million or 101.0% to $290.9 million from $144.7 million in 2002. Site Services cost of revenue increased $46.4 million or 45.6% to $148.2 million from $101.8 million in 2002. The change in cost of revenues in total and for Technical Services was primarily a result of the CSD acquisition. The cost of Site Service revenue increased because of the CSD acquisition and a large emergency response project in 2003 compared to 2002. As a percentage of revenues, combined cost of revenues in 2003 increased 2.1% to 74.2% from 72.1% for 2002. One of the largest components of cost of revenues is the cost of disposal paid to third parties. Disposal costs paid to third parties in 2003 as a percentage of revenues decreased 2.2% to 4.8% from 7.0% for comparable period in 2002. This decrease in disposal expense was due to our internalizing waste disposal subsequent to the acquisition that we sent to third parties prior to the acquisition. Other cost of revenues as a percentage of revenues increased 4.3% to 69.4% from 65.1% for comparable period in 2002, primarily as a result of reduced facility utilization reflecting the level of waste processed which was due to the general economic environment and the fixed cost nature of the facilities.

        Selling, general and administrative expenses in 2003 increased $46.9 million or 76.3% to $108.4 million from $61.5 million for 2002. The increase was primarily due to increased costs associated with our expanded business resulting from the acquisition of the CSD assets in September 2002. The overall increase reflects a full year of combined operations in 2003, instead of only approximately 16 weeks of activity in 2002 which occurred after the acquisition plus costs incurred in 2002 prior to the acquisition in order to have the required infrastructure in place as of the acquisition date. The change in selling, general and administrative expenses by segment was primarily a result of the CSD acquisition.

        Accretion of environmental liabilities for 2003 was $11.1 million which is due primarily to the implementation as of January 1, 2003 of SFAS No. 143 and accretion of the discount for the remedial liabilities assumed as part of the CSD assets acquired. Accretion of environmental liabilities for 2002

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was $1.2 million and relates to the accretion of the discount for the remedial liabilities assumed in the acquisition of the CSD assets.

        Depreciation and amortization expense for 2003 increased $11.0 million to $26.5 million from $15.5 million for 2002. The increase was primarily due to depreciation and amortization relating to assets acquired as part of the CSD acquisition.

        For the year ended December 31, 2002, we recorded a restructuring charge of $0.8 million related to the acquisition. The restructuring charge consists of $0.3 million for severance for individuals who were our employees prior to the acquisition, and $0.5 million of costs associated with our decision to close sales offices and parts of facilities that we operated prior to the acquisition and that became duplicative.

        Other acquisition costs were $5.4 million for the year ended December 31, 2002. The primary components of these costs were outside consultant services and expenses related to integration planning and execution following the acquisition.

        As more fully discussed below in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Redemption of Series C Preferred Stock," we issued 25,000 shares of Series C Convertible Preferred Stock ("Series C Preferred Stock") for $25.0 million in September 2002. The Series C Preferred Stock was recorded on our financial statements as though it consisted of two components, namely (i) a non-convertible redeemable preferred stock (the "Host Contract") which matured in September 2009, and (ii) an "Embedded Derivative" which reflected the right of the holders of the Series C Preferred Stock to convert into our common stock. Generally accepted accounting principles in the United States require that the value of a derivative be marked to market. For the year ended December 31, 2003, we valued the Embedded Derivative using the Black-Scholes option pricing model. The Black-Scholes model determines the value of an option primarily by considering the strike price of the option, the market value of the stock and volatility of the stock. The strike price of the Embedded Derivative was $8.00 at December 31, 2003. For the year ended December 31, 2003, we recorded other expense of $0.4 million for the change in the fair value of the Embedded Derivative because of the market price decline of our common stock which occurred during the year, partially offset by the decrease of the strike price on the Embedded Derivative from $10.50 to $8.00 that occurred because both (i) the Consolidated EBITDA for the year ended December 31, 2003 was less than $115 million and (ii) the average trading price for our common stock for the month of December 2003 was less than $27.50. We recorded other (expense) income due to the change in the value of the Embedded Derivative of $(0.4) million and $0.1 million for the years ended December 31, 2003 and 2002, respectively. As more fully discussed above under "Other Income (Expense)" for the Year ended December 31, 2004 versus Year ended December 31, 2003, we redeemed all of the Series C Preferred Stock and settled the related Embedded Derivative liability on June 30, 2004.

        Prior to the refinancing of our debt in September 2002, we had outstanding $35.0 million of 16% Senior Subordinated Notes (the "Subordinated Notes") and $9.6 million of 10.75% economic development revenue bonds (the "Bonds"). Under the terms of the Subordinated Notes and the Bonds,

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we were obligated to refinance all of the debt in order to complete the purchase of the CSD assets. The total cost of the extinguishment of that debt in 2002 was $24.7 million and consisted of (1) a "Make Whole Amount" for the Subordinated Notes of $17.0 million, (2) the defeasance costs on the Bonds of $3.1 million, and (3) the write-off of deferred financing costs on both the Subordinated Notes and the Bonds of approximately $4.6 million, of which $2.4 million represented a write-off of the then unamortized debt issue discount based on the fair market value of warrants issued in connection with the Subordinated Notes on April 30, 2001. As described in Item 3, "Legal Proceedings" under "Litigation Involving Former Holders of Subordinated Notes," we have initiated litigation against the former holders of the Subordinated Notes seeking to recover the "Make Whole Amount" as an unenforceable penalty under Massachusetts case law.

        Interest expense, net of interest income for 2003, increased $10.3 million or 76.9% to $23.7 million from $13.4 million for 2002. The increase in interest expense was primarily due to higher average balances owed during 2003 as compared to 2002 which resulted from our acquisition of the CSD assets.

        Income tax expense in 2003 increased $1.5 million to $5.3 million from $3.8 million for 2002. Income tax expense for 2003 consisted primarily of current tax expense relating to the Canadian operations of $5.7 million and $0.2 million of current state income tax expense due primarily to the profitable operations of certain of our subsidiaries. The 2003 current tax expense was partially offset by foreign deferred tax benefit of $0.6 million. Income tax expense for 2002 consisted of current tax expense relating to the Canadian operations of $2.1 million and $0.6 million of current state income tax expense due primarily to the profitable operations of certain of our subsidiaries and $1.6 million of deferred tax expense. The 2002 current tax expense was partially offset by a $0.6 million federal tax benefit that was primarily due to favorable resolution of a federal alternative minimum tax net operating loss carryback claim.

        SFAS No. 109, "Accounting for Income Taxes," requires that a valuation allowance be established when, based on an evaluation of verifiable evidence, there is a likelihood that some portion or all of the deferred tax assets will not be realized. We continually review the adequacy of the valuation allowance for deferred taxes. As discussed previously under the heading "Acquisition," Safety-Kleen was unable to provide historical audited statements of operations and cash flows for the CSD, and we have reported net losses from our U.S. operations since the acquisition. Accordingly, as part of our review of the valuation allowance for deferred taxes for the years ended December 31, 2002 and 2003, we determined we lacked sufficient verified historical taxable income to demonstrate that we will be able to utilize the net operating loss ("NOL") carryforwards and other deferred tax assets for the U.S. entities. Accordingly, no tax benefit has been recorded relating to the loss before provision for income taxes and cumulative effect of change in accounting principle for the U.S. entities for the years ended December 31, 2003 and 2002. The actual realization of the net operating loss carryforwards and other deferred tax assets will depend on our having future taxable income of the appropriate character prior to their expiration. Should we demonstrate the ability to generate future taxable income to utilize the NOL carryforwards and other deferred tax assets, a portion, or all of the valuation allowance would be reduced. Up to $28.4 million of this valuation allowance reduction could be recorded as a tax benefit on the Statement of Operations and up to $4.4 million could reduce the basis of assets acquired from the Sellers. At December 31, 2003, we had regular net operating loss carryforwards of approximately $60.4 million that begin to expire starting in 2012.

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        The combined EBITDA contribution by segments for 2003 increased $14.4 million or 39.9% to $50.5 million from $36.1 million in 2002. The increase from Technical Services was $34.6 million, which was complemented by an increase in Site Service EBITDA of $7.1 million and offset by an increase in Corporate Items of $27.5 million. The combined EBITDA contribution was based on total revenues of $611.0 million and $350.1 million, net of cost of revenues of $453.5 million and $252.5 million and selling, general and administrative expenses of $107.1 million and $61.5 million for the years ended December 31, 2003 and 2002, respectively. In 2003 selling, general and administrative expenses included $1.1 million of non-recurring severance charges that a majority of our lenders agreed to include as restructuring charges under the definition of "Consolidated Net Income" in our then financing agreements, as amended, and such $1.1 million thus is included in EBITDA contribution for 2003.

        Presented below are certain risk factors that investors should consider with respect to an investment in our securities. Investors should be aware that there are various risks, including those described below, which may materially impact on investment in our securities or may in the future, and, in some cases, already do, materially affect us and our business, financial condition and results of operations. This section includes or refers to certain forward-looking statements; investors should read the explanation of the qualifications and limitations on such forward-looking statements discussed on pages 1 and 43 of this report.

        In order to acquire the CSD assets in September 2002, we were required (in addition to assuming as part of the purchase price certain significant environmental liabilities of the CSD as described below) to refinance all of our outstanding debt and obtain significant additional financing. In addition, on June 30, 2004, we refinanced all of the debt and letter of credit facilities which we had entered into in September 2002 with new debt (including a new Revolving Facility and the issuance of $150.0 million principal amount of Senior Secured Notes) and a new Synthetic Letter of Credit Facility. While we believe that the terms of the new Revolving Credit Facility, Senior Secured Notes and Synthetic Letter of Credit Facility (as described below under "Liquidity and Capital Resources—Financing Arrangements") are more favorable to us than the terms of the financings which they replaced, there are various risks associated with our current debt and letter of credit facilities.

        High Level of Outstanding Debt and Letters of Credit.    As of December 31, 2004, we had $155.0 million of outstanding debt and capital lease obligations and $90.5 million of outstanding letters of credit. Our substantial level of debt and outstanding letters of credit may have important effects on our future operations, including:

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        If we are unable to generate sufficient cash flow from operations in the future to service our debt and fee obligations, we may be required to refinance all or a portion of our existing debt and letter of credit facilities or to obtain additional financing and facilities. There is no assurance that any such refinancing would be possible or that any additional financing or facilities could be obtained.

        Restrictive Covenants in our Financing Agreements.    The agreements governing our revolving credit and letter of credit facilities and the Indenture relating to our outstanding Senior Secured Notes limit, among other things, our ability and the ability of our restricted subsidiaries to:

        If we fail to comply with these covenants, we would be in default under the agreements governing our senior credit facilities, other debt and the Indenture, and the principal and accrued interest on the Senior Secured Notes and our other outstanding indebtedness may become due and payable. See "Liquidity and Capital Resources—Financing Arrangements" below. In addition, our revolving credit and letter of credit facilities contain, and our future indebtedness agreements may contain, additional affirmative and negative covenants which are generally more restrictive than those contained in the Indenture.

        As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be considered beneficial to us. Our revolving credit and letter of credit facilities require and our future credit facilities may require us to maintain specified financial ratios and satisfy certain financial condition tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control and we cannot assure you that we will meet those tests. The breach of any of these covenants could result in a default under our revolving credit and letter of credit facilities. Upon the occurrence of an event of default under our revolving credit and letter of credit facilities or future credit facilities, the lenders could elect to declare all amounts outstanding under such credit facilities, including accrued interest or other obligations, to be immediately due and payable. If amounts outstanding under such credit facilities were to be accelerated, there can be no assurance that our assets would be sufficient to repay in full that indebtedness and our other indebtedness.

        The instruments governing certain of our indebtedness, including the Indenture and our revolving credit and letter of credit facilities, contain cross-default provisions. Under these provisions, a default under one instrument governing our indebtedness may constitute a default under our other instruments of indebtedness that contain cross default provisions, which could result in the related indebtedness and the indebtedness issued under other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which funds may not be available to us on

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favorable terms, on a timely basis or at all. Alternatively, such a default could require us to sell our assets and otherwise curtail operations to pay our creditors.

        The acquisition of the CSD assets made us the largest operator of hazardous waste disposal facilities in North America with revenues for the year ended December 31, 2004 of $643.2 million. While we believe that the acquisition has the potential to generate significant value for stockholders, the acquisition also presents certain risks.

        Integration Issues.    Since the acquisition of the CSD assets effective September 7, 2002, we have focused upon integrating the operations acquired into our previous disclosure controls and procedures and internal controls over financial reporting. Prior to our acquisition of the CSD assets in 2002, Safety- Kleen had publicly disclosed that it historically had material deficiencies in many of its financial systems, processes and related internal controls. Due to the deficiencies in these systems and our belief that we would be able to utilize our own systems in order to improve the operations of the former CSD, we decided to integrate the United States operations of the former CSD into our business and financial reporting systems effective as of the acquisition date. As anticipated, we have experienced certain systems and efficiency issues in connection with the integration. We have made significant progress in integrating the CSD into our business and financial reporting systems and believe that all major systems for operations are substantially integrated and efficiently operating as of December 31, 2004. During the integration process, we identified the need for various enhancements to address needs that are unique to the CSD business and to improve system efficiencies. However, the significant increase in transaction volume, as well as the significant increase in the number of new users for our systems has increased the risk of human error or mistake during the integration period. Likewise, the acquisition and integration of a business much larger in size and scope of operations has increased the risk that conditions may have been introduced that the design of our systems of control has not anticipated. Our decision to integrate the operations of the former CSD into our business and financial reporting systems, combined with the replacement of the business model of the former CSD with our business model, has prevented us from being able to calculate meaningful changes in revenue due to volume, price or mix until after the first anniversary of the acquisition. Furthermore, Safety-Kleen's preexisting deficiencies in financial systems, processes and related internal controls increased the risk that the historical unaudited financial statements of the CSD's operations and cash flows which Safety-Kleen provided to us were not accurate. Prior to the acquisition, we conducted extensive due diligence investigations with respect to the operations and cash flows of the CSD; however, there is a risk due to the material deficiencies in Safety-Kleen's internal controls that undetected errors may exist in the financial statements provided by Safety-Kleen.

        Assumed Environmental Liabilities.    As part of the acquisition, we assumed certain environmental liabilities of the CSD valued in accordance with GAAP and a plan to settle obligations that was established at the time of the acquisition (and adjusted to reflect additional information gathered under the plan relating to the nature and extent of environmental liabilities assumed through the first anniversary of the acquisition) of approximately $184.5 million. We calculate certain of the liabilities on a present value basis in accordance with generally accepted accounting principles (which takes into consideration both the amount of such liabilities and the timing when it is projected that we will be required to pay such liabilities). We performed extensive due diligence investigations with respect to both the amount and timing of such liabilities. We anticipate such liabilities will be payable over many years and that cash flows generated from operations will generally 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 now anticipated, which could adversely affect our cash flow and financial condition.

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        Restriction of Access to Public Financing.    The rules of the SEC require us to file, as part of our periodic reports and registration statements for securities offerings, audited financial statements for the acquired business. As previously noted, prior to our acquisition of the CSD assets in 2002, Safety-Kleen had publicly disclosed that it had material deficiencies in many of its financial systems, processes and related internal controls. Safety-Kleen provided us audited balance sheets for the CSD as of the end of each of the CSD's three fiscal years ended August 31, 2001, but due to Safety-Kleen's material control deficiencies, Safety-Kleen's auditors advised Safety-Kleen that they were not be able to provide auditors' reports with respect to the CSD's statements of operations and cash flows for such three fiscal years. We received a "no-action letter" from the SEC staff with respect to our inability to file audited statements of operations and cash flows for the CSD or a pro forma statement of operations based thereon. However, until we are able to file audited statements of operations and cash flows reflecting combined operations following our acquisition of the CSD assets for at least three years (or such lesser period as the SEC staff may permit in the future), we will not be able to file registration statements for public securities offerings (except for offerings involving employee benefit plans and secondary offerings by holders of warrants and other securities). This could prevent us from being able to access the public capital markets for a period of up to three years following the closing. In particular, in connection with our private placement on June 30, 2004 of $150.0 million of Senior Secured Notes, we entered into a registration rights agreement with the initial purchasers of such notes under which we agreed that, if we are unable to have declared effective by September 30, 2005 a registration statement under which we will offer to exchange such notes for registered notes having substantially the same terms, the interest rate on the Senior Secured Notes will increase from 11.25% to 11.50% (and thereafter an additional 0.25% for each six subsequent six-months period, up to a maximum interest rate on the notes of 12.25%) until we are able to effect such registration. The foregoing restrictions on our ability to access the public capital markets do not, however, prevent us from obtaining financing through other sources such as private equity or debt placements and bank loans.

        Required Financial Assurances.    We are required to carry significant amounts of insurance and occasionally post bid and performance bonds. Our ability to continue conducting operations could be adversely affected if we should become unable to obtain sufficient insurance or surety bonds at reasonable premiums and cash collateral levels to meet our business and regulatory requirements in the future. The availability of insurance may be influenced by developments within the insurance industry itself, as well as the insurers' or sureties' assessment of their risk of loss with us. Operators of hazardous waste handling facilities are also required by federal and state regulations to provide financial assurance for closure and post-closure care of those facilities should the facilities cease operation. Our total closure and post-closure costs requiring financial assurance by regulators are now approximately $277 million. We have placed all of the required financial assurance for closure through a qualified insurance company, Steadfast Insurance Company. We were required to post letters of credit of approximately $73.5 million with Steadfast Insurance Company in order to obtain the insurance policies.

        Landfill Expansions.    When we include the expansion airspace in our calculations of available airspace, we adjust our landfill liabilities to the present value of projected costs for cell closure, and landfill closure and post-closure. It is possible that any of our estimates or assumptions could ultimately turn out to be significantly different from actual results. In some cases we may be unsuccessful in obtaining an expansion permit or we may determine that an expansion permit that we previously thought was probable has become unlikely. To the extent that such estimates, or the assumptions used to make those estimates, prove to be significantly different than actual results, or our belief that we will receive an expansion permit changes adversely in a significant manner, the landfill assets, including the assets incurred in the pursuit of the expansion, may be subject to impairment testing, and lower prospective profitability may result due to increased interest accretion and depreciation or asset impairments related to the removal of previously included expansion airspace.

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        We are responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, we are in the process of conducting an evaluation of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        While our evaluation of internal control over financial reporting has not yet been completed, our management has concluded as of the date of this filing that we had a "material weakness" as of December 31, 2004. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of December 31, 2004, we did not maintain effective controls over the completeness and accuracy of our self-insured workers' compensation and motor vehicle liability reserves. Specifically, we did not have effective controls over estimating and monitoring self-insured workers' compensation and motor vehicle liability reserves. This control deficiency resulted in the restatement of our consolidated financial statements for the years ending December 31, 2003 and 2002, the restatement of the quarterly data for the fourth quarter ended December 31, 2003, as well as a fourth quarter audit adjustment in the 2004 financial statements. Additionally, this control deficiency could result in a misstatement of workers' compensation and motor vehicle liability reserves that would result in a material misstatement to annual or interim financial statements that would not be prevented or detected. Accordingly, our management determined that this control deficiency constitutes a material weakness as of December 31, 2004.

        The existence of one or more material weaknesses as of December 31, 2004 precludes a conclusion that our internal control over financial reporting was effective as of that date, based on the criteria in the Internal Control-Integrated Framework. Accordingly, when our management ultimately completes its evaluation, we will conclude that our internal control over financial reporting was not effective as of December 31, 2004. In addition, our independent registered public accounting firm will issue an adverse opinion on the effectiveness of our internal control over financial reporting as of December 31, 2004. Since we have not completed our testing and evaluation of our internal control over financial reporting and the control deficiencies identified to date, our management may ultimately identify additional control deficiencies as being material weaknesses in "Management's Report on Internal Control over Financial Reporting."

        Securities and Exchange Commission Release No. 34-50754, subject to certain conditions, provides up to 45 additional days beyond the original due date of this Form 10-K for the filing of management's report on internal control over financial reporting required by Item 308(a) of Regulation S-K, and the related report of the independent registered public accounting firm, as required by Item 308(b) of Regulation S-K. Management's report on internal control over financial reporting and the associated report on the audit of management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004, are not filed herein and are expected to be filed no later than May 2, 2005.

        In order to remediate the control weakness in our internal control over financial reporting described above, we are now using an actuarial-based method for estimating our reserves for self-insured workers' compensation and motor vehicle liability reserves.

        General Market Conditions.    Our future operating results may also be affected by such factors as our ability to: utilize facilities and workforce profitably in the face of intense price competition; maintain or increase market share in an industry which could be downsizing and consolidating; realize benefits from cost reduction programs; generate incremental volumes of waste to be handled through

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our facilities from existing and acquired sales offices and service centers; obtain sufficient volumes of waste at prices which produce revenue sufficient to offset the operating costs of the facilities; minimize downtime and disruptions of operations; and develop the site services business.

        Export of Manufacturing.    As has been reported in the press, the most recent recession has resulted in manufacturing companies moving their operations to developing countries that have lower wage scales and less stringent environmental regulation in order to be cost competitive. Because a large portion of our business is derived from hazardous waste that is produced as a by-product of the manufacturing process, the loss of a significant portion of the North American manufacturing base could have a material adverse impact on our business. We cannot now estimate the impact on our business of the relocation of these manufacturing businesses to developing countries.

        Economic and Industry Conditions.    Economic downturns or recessionary conditions in North America can adversely affect the demand for our services. We believe that our revenues and profits were negatively affected in certain customer sectors by weak economic conditions in 2001 through 2003. However, we believe that the environmental services industry is on a secular uptrend that started in the late 1990s. Going back to the 1980s, the environmental services industry raised more capital and invested in more assets than the industry required. Starting in the early 1990s, the environmental services industry commenced a period of rationalization in which significant surplus capacity was eliminated, efficiency was increased and the industry consolidated into a few major companies.

        Impact of Major Remedial Projects.    Our operations may be affected by the commencement and completion of major site remedial projects; cleanup of major spills or other events; seasonal fluctuations due to weather and budgetary cycles influencing the timing of customers' spending for remedial activities; the timing of regulatory decisions relating to hazardous waste management projects; changes in regulations governing the management of hazardous waste; secular changes in the waste processing industry towards waste minimization and the propensity for delays in the remedial market; suspension of governmental permits; and fines and penalties for noncompliance with the myriad of regulations governing our diverse operations. As a result of these factors, our revenue and income could vary significantly from quarter to quarter, and past financial performance should not be considered a reliable indicator of future performance.

        Seasonality.    Our operations may be affected by seasonal fluctuations due to weather and budgetary cycles influencing the timing of customers' spending for remedial activities. Typically during the first quarter of each calendar year there is less demand for environmental remediation due to weather related reasons, particularly in the northern and Midwestern United States and Canada and increased possibility of unplanned weather related plant shutdowns.

        Dependence on Cyclical Industries.    The hazardous and industrial waste management business is cyclical to the extent that it is dependent upon a stream of waste from cyclical industries such as the chemical and petrochemical, primary metals, paper, furniture, and aerospace industries. If those cyclical industries slow significantly, the business that we receive from these industries is likely to slow.

        Compliance with Environmental Regulations.    The Interim Standards of the Hazardous Waste Combustor Maximum Achievable Control Technology (the "HWC MACT") rule of the Clean Air Act Amendments, promulgated on February 13, 2002, are identical to the technology-based emission standards, originally promulgated on September 30, 1999, for incinerators, cement kilns and lightweight aggregate kilns. We have spent approximately $27.5 million since September 7, 2002 in order to bring the Kimball, Nebraska, Deer Park, Texas and Aragonite, Utah incineration facilities which we acquired as part of the CSD assets into compliance with the HWC MACT regulations. Future environmental regulations could cause us to make significant capital expenditures. We could also benefit from future environmental regulations if our competitors determine that it is not cost effective to upgrade their facilities. We believe that some facilities owned by others may not find it economical to upgrade to the

63


HWC MACT standards, which could result in the closure of some facilities. This could result in a reduction of incineration capacity and lead to improved pricing for incineration. However, we cannot assure that this will happen.

        Impact of Other Governmental Regulations.    While increasing environmental regulation often presents new business opportunities to us, it likewise often results in increased operating and compliance costs. We strive to conduct operations in compliance with applicable laws and regulations, including environmental rules and regulations, and we have 100% compliance as our goal. This effort requires programs to promote compliance, such as training employees and customers, purchasing health and safety equipment, and in some cases hiring outside consultants and lawyers. Even with these programs, we believe that in the ordinary course of doing business, companies in the environmental services industry are routinely faced with governmental enforcement proceedings resulting in fines or other sanctions and will likely be required to pay civil penalties or to expend funds for remedial work on waste management facilities.

        From time to time, we have paid fines or penalties in governmental environmental enforcement proceedings, usually involving our waste transportation, storage and disposal facilities. The possibility always exists that substantial expenditures could result from governmental proceedings, which would have a negative impact on earnings for a particular reporting period. More importantly, federal, state and local regulators have the power to suspend or revoke permits or licenses needed for operation of our plants, equipment, and vehicles, based on our compliance record, and customers may decide not to use a particular disposal facility or do business with a company because of concerns about the compliance record. Suspension or revocation of permits or licenses would impact our operations and could have a material adverse impact on financial results. Although we have never had any of our facility operating permits revoked, suspended or not renewed involuntarily, no assurance can be given that such an occurrence will never happen. Such a potential occurrence is an inherent risk of the business.

        Possible Future Write-Downs of Assets.    We participate in a highly volatile industry with multiple competitors, several of which have taken large write-offs and asset write-downs, operated under Chapter 11 bankruptcy protection and undergone major restructuring during the past several years. Periodically, we review long-lived assets for impairment. At the end of each of 2003 and 2004, we determined based on this review that no asset write-downs were required; however, if conditions in the industry were to deteriorate significantly, certain assets could be determined to be impaired and an asset write-off could be required.

        Our environmental liabilities consist of closure and post-closure liabilities at both our landfill and non-landfill sites, and remedial liabilities to investigate, alleviate or eliminate the effects of a release (or threat of a release) of hazardous substances into the environment and may also include corrective action under RCRA. A discussion of our closure, post-closure and remedial liabilities follows.

        Effective January 1, 2003, we adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires companies to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When a liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period using the entity's credit-adjusted risk-free interest rate, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. SFAS No. 143 requires upon initial application that companies reflect in their balance sheet: (1) liabilities for any existing asset retirement obligations adjusted for cumulative accretion to the date

64

of adoption of the Statement, (2) asset retirement costs capitalized as an increase to the carrying amount of the associated long-lived asset, and (3) accumulated depreciation on that capitalized cost adjusted for accumulated depreciation to the date of adoption of the Statement. The cumulative effect of initially applying SFAS No. 143 in the year ended December 31, 2003 was recorded as a change in accounting principle which requires that a cumulative effect adjustment be recorded in the statement of operations.

        The principal changes from our implementation of SFAS No. 143 were: (1) a reduction in accrued landfill closure and post-closure obligations due to discounting the accruals at our then credit-adjusted risk-free interest rate of 14.0% as required under SFAS No. 143, instead of discounting the accruals at the risk-free interest rate of 4.9% used under purchase accounting at December 31, 2002, (2) a reduction in accrued financial assurance for closure and post-closure care of the facilities which is now expensed in the period incurred under SFAS No. 143, and (3) reductions in the closure and post-closure obligations due to discounting at the credit-adjusted risk-free rate previously undiscounted accrued cell closure costs. These reductions were partly offset by new closure and post-closure obligations recorded for operating non-landfill facilities determined under various probability scenarios as to when operating permits might be surrendered in the future and using the credit-adjusted risk-free rate. The reduction in the value of liabilities assumed in the CSD acquisition from the implementation of SFAS No. 143 of $46.7 million resulted in a corresponding reduction in the value allocated to the assets acquired (see "Acquisition" in Item 1, "Business," above). The implementation also resulted in a net of tax cumulative-effect adjustment of $66 thousand recorded in the statement of operations for the year ended December 31, 2003. This adjustment was comprised of an increase to asset retirement obligations of $1.8 million and an increase to net asset retirement costs of $1.7 million.

        Closure and post-closure costs incurred are increased for inflation (1.15% and 2.0% for the years ended December 31, 2004 and 2003, respectively) and discounted at our credit-adjusted risk-free interest rate (12.5% and 14.0% for the years ended December 31, 2004 and 2003, respectively). Under SFAS No. 143, the cost of financial assurance for the closure and post-closure care periods cannot be accrued but rather is a period cost. Under SFAS No. 143, the cost of financial assurance is considered in the determination of the credit-adjusted risk-free interest rate used to discount the closure and post-closure obligations.

        Landfill Accounting—We utilize the life cycle method of accounting for landfill costs and the units-of-consumption method to amortize landfill construction and asset retirement costs and record closure and post-closure obligations over the estimated useful life of a landfill. Under this method, we include future estimated construction and asset retirement costs, as well as costs incurred to date, in the amortization base. In addition, we include probable expansion airspace that has yet to be permitted in the calculation of the total remaining useful life of the landfill.

        Landfill assets—Landfill assets include the costs of landfill site acquisition, permitting, preparation and improvement. These amounts are recorded at cost, which includes capitalized interest as applicable. Landfill assets, net of amortization, are combined with management's estimate of the costs required to complete construction of the landfill to determine the amount to be amortized over the remaining estimated useful economic life of a site. Amortization of landfill assets is recorded on a units-of-consumption basis, such that the landfill assets should be completely amortized at the date the landfill ceases accepting waste. Changes in estimated costs to complete construction are applied prospectively to the amortization rate.

        Amortization of cell construction costs and accrual of cell closure obligations—Landfills are typically comprised of a number of cells, which are constructed within a defined acreage (or footprint). The cells are typically discrete units, which require both separate construction and separate capping and closure procedures. Cell construction costs are the costs required to excavate and construct the landfill cell.

65


These costs are typically amortized on a units-of-consumption basis, such that they are completely amortized when the specific cell ceases accepting waste. In some instances, we have landfills that are engineered and constructed as "progressive trenches." In progressive trench landfills, a number of contiguous cells form a progressive trench. In those instances, we amortize cell construction costs over the airspace within the entire trench, such that the cell construction costs will be fully amortized at the end of the trench useful life.

        The design and construction of a landfill does not create a landfill asset retirement obligation. Rather, the asset retirement obligation for cell closure (the cost associated with capping each cell) is incurred in relatively small increments as waste is placed in the landfill. Therefore, the cost required to construct the cell cap is capitalized as an asset retirement cost and a liability of an equal amount is established, based on the discounted cash flow associated with each capping event, as airspace is consumed. Spending for cell capping is reflected as a change in liabilities within operating activities in the statement of cash flows.

        Landfill final closure and post-closure liabilities—We have material financial commitments for the costs associated with requirements of the United States Environmental Protection Agency (the "EPA") and the comparable regulatory agency in Canada for landfill final closure and post-closure activities. In the United States, the landfill final closure and post-closure requirements are established under the standards of the EPA, and are implemented and applied on a state by state basis. Estimates for the cost of these activities are developed by our engineers, accountants and external consultants, based on an evaluation of site-specific facts and circumstances, including our interpretation of current regulatory requirements and proposed regulatory changes. Such estimates may change in the future due to various circumstances including, but not limited to, permit modifications, changes in legislation or regulations, technological changes and results of environmental studies.

        Final closure costs include the costs required to cap the final cell of the landfill (if not included in cell closure) and the costs required to dismantle certain structures for landfills and other landfill improvements. In addition, final closure costs include regulation-mandated groundwater monitoring, leachate management and other costs incurred in the closure process. Post-closure costs include substantially all costs that are required to be incurred subsequent to the closure of the landfill, including, among others, groundwater monitoring and leachate management. Regulatory post-closure periods are generally 30 years after landfill closure. Final closure and post-closure obligations are discounted. Final closure and post-closure obligations are accrued on a units-of-consumption basis, such that the present value of the final closure and post-closure obligations are fully accrued at the date the landfill discontinues accepting waste.

        For landfills purchased, we assessed and recorded the present value of the estimated closure and post-closure liability based upon the estimated final closure and post-closure costs and the percentage of airspace consumed as of the purchase date. Thereafter, the difference between the liability recorded at the time of acquisition and the present value of total estimated final closure and post-closure costs to be incurred is accrued prospectively on a units-of-consumption basis over the estimated useful economic life of the landfill.

        Landfill capacity—Landfill capacity, which is the basis for the amortization of landfill assets and for the accrual of final closure and post-closure obligations, represents total permitted airspace plus unpermitted airspace that we believe is probable of ultimately being permitted based on established criteria. We apply a comprehensive set of criteria for evaluating the probability of obtaining a permit for future expansion airspace at existing sites, which provides management a sufficient basis to evaluate the likelihood of success of unpermitted expansions. Those criteria are as follows:

66

        Exceptions to the criteria set forth above may be approved through a landfill-specific approval process that includes approval from our Chief Financial Officer and review by the Audit Committee of the Board of Directors. As of December 31, 2004, there were three unpermitted expansions included in our landfill accounting model, which represents 32.4% of our remaining airspace at that date. Of these expansions, two do not represent exceptions to our established criteria. In March 2004, the Chief Financial Officer approved and the Audit Committee of the Board of Directors reviewed the inclusion of 7.8 million cubic yards of unpermitted airspace in highly probable airspace because it was determined that the airspace was highly probable even though the permit application will not be submitted within the next year. All of the other criteria were met for the inclusion of this airspace in highly probable airspace.

        As of December 31, 2004, we had 11 active landfill sites (including our two non-commercial landfills), which have estimated remaining lives (based on anticipated waste volumes and remaining highly probable airspace) as follows:

 
    
    
   Remaining Highly Probable Airspace
(cubic yards) (in thousands)
Facility Name
    
   Remaining Lives
(Years)
  Location
   Permitted
   Unpermitted
   Total
Altair   Texas   2   63   —   63
Buttonwillow   California   44   10,018   —   10,018
Deer Park   Texas   23   587   —   587
Deer Trail   Colorado   51   513   —   513
Grassy Mountain   Utah   24   761   1,366   2,127
Kimball   Nebraska   23   483   —   483
Lambton   Ontario   51   1,061   7,847   8,908
Lone Mountain   Oklahoma   18   1,463   —   1,463
Ryley   Alberta   29   1,111   —   1,111
Sawyer   North Dakota   40   449   —   449
Westmorland   California   68   2,732   —   2,732
           
 
 
            19,241   9,213   28,454
           
 
 

        We had 2.9 million cubic yards of permitted, but not highly probable, airspace as of December 31, 2004. Permitted, but not highly probable, airspace is permitted airspace we currently do not expect to utilize; therefore, this airspace has not been included in the above table.

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        The following table presents the remaining highly probable airspace from December 31, 2002 through December 31, 2004 (in thousands):

 
   Highly Probable
Airspace
(cubic yards)
  
Remaining capacity at December 31, 2002   25,288  
Addition of highly probable airspace   4,280  
Consumed during 2003   (687 )
Change in estimate   150  
   
 
Remaining capacity at December 31, 2003   29,031  
Addition of highly probable airspace   141  
Consumed during 2004   (780 )
Change in estimate   62  
   
 
Remaining capacity at December 31, 2004   28,454  
   
 

        Non-landfill closure costs include costs required to dismantle and decontaminate certain structures and other costs incurred during the closure process. Post-closure costs, if required, include associated maintenance and monitoring costs and financial assurance costs as required by the closure permit. Post-closure periods are performance-based and are not generally specified in terms of years in the closure permit, but may generally range from 10 to 30 years or more.

        We record environmental related accruals for closure and post-closure obligations at both our landfill and non-landfill operations. See above for further discussion of our methodology for estimating and recording these accruals.

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        Reserves for closure and post-closure obligations are as follows (in thousands):

 
   2004
   2003
Landfill facilities:            
  Cell closure   $ 14,959   $ 13,744
  Facility closure     1,726     1,713
  Post-closure     2,203     2,246
   
 
      18,888     17,703
   
 
Non-landfill retirement liability:            
  Facility closure     6,763     7,992
   
 
      25,651     25,695
Less obligation classified as current     2,930     6,480
   
 
  Long-term closure and post-closure liability   $ 22,721   $ 19,215
   
 

        All of the landfill facilities included in the table above are active as of December 31, 2004.

        Anticipated payments (based on current estimated costs) and anticipated timing of necessary regulatory approvals to commence work on closure and post-closure activities for each of the next five years and thereafter are as follows (in thousands):

Year ending December 31,
    
  
2005   $ 3,097  
2006     3,347  
2007     5,188  
2008     7,207  
2009     3,411  
Thereafter     205,570  
   
 
Undiscounted closure and post-closure liabilities     227,820  
Less: Reserves to be provided (including discount of $120.1 million) over remaining site lives     (202,169 )
   
 
Present value of closure and post-closure liabilities   $ 25,651  
   
 

        The changes to closure and post-closure liabilities for the year ended December 31, 2004 are as follows (in thousands):

 
   December 31,
2003
   New Asset
Retirement
Obligations
   Accretion
   Changes in
Estimate
Charged to
Statement of
Operations
   Other
Changes in
Estimates
   Currency
Translation,
Reclassifications
and Other
   Payments
   December 31,
2004
Landfill retirement liability   $ 17,703   $ 958   $ 2,460   $ (1,069 ) $ (1,157 ) $ 43   $ (50 ) $ 18,888
Non-landfill retirement liability     7,992     —     902     (928 )   (8 )   6     (1,201 )   6,763
   
 
 
 
 
 
 
 
Total   $ 25,695   $ 958   $ 3,362   $ (1,997 ) $ (1,165 ) $ 49   $ (1,251 ) $ 25,651
   
 
 
 
 
 
 
 

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        The changes to closure and post-closure liabilities for the year ended December 31, 2003 are as follows (in thousands):

 
   Decem-
ber 31,
2002
   Cumulative
Effect of
Changes in
Accounting
for Asset
Retirement
Obligations
   Purchase
Accounting
Adjustment
Due to
Change in
Accounting
for Asset
Retirement
Obligations
   Other
Purchase
Accounting
Adjustments
   New Asset
Retirement
Obligations
   Accretion
and
Other
Charges
to
Expense
   Decrease
Due to
Increase in
Highly
Probable
Airspace
and other
Changes in
Estimates
   Currency
Translation,
Reclassifi-
cations
and Other
   Payments
   Decem-
ber 31,
2003
Landfill retirement liability   $ 60,765   $ (79 ) $ (38,794 ) $ 2,851   $ 1,004   $ 3,476   $ (11,596 ) $ 127   $ (51 ) $ 17,703
Non-landfill retirement liability     —     1,381     8,489     761     —     1,042     49     (1,045 )   (2,685 )   7,992
   
 
 
 
 
 
 
 
 
 
Total   $ 60,765   $ 1,302   $ (30,305 ) $ 3,612   $ 1,004   $ 4,518   $ (11,547 ) $ (918 ) $ (2,736 ) $ 25,695
   
 
 
 
 
 
 
 
 
 

        We adopted SFAS No. 143 as of January 1, 2003. The following table presents the liability for asset retirement obligations calculated on a pro forma basis as of December 31, 2002 as if the Statement had been previously adopted. The pro forma amounts of the liabilities were calculated using the same assumptions as were used upon the adoption of the Standard (amounts in thousands):

 
   Pro Forma
December 31, 2002
Landfill facilities   $ 24,748
Non-landfill facilities     8,871
   
Total   $ 33,619
   

        The following table shows the adjustment to restated net loss and basic and diluted loss per share as if SFAS No. 143 was adopted as of January 1, 2002 (in thousands except for per share amounts):

 
   (Restated)
2002
  
Restated net loss   $ (28,447 )
Accretion of closure and post-closure, net of tax     155  
   
 
Adjusted net loss   $ (28,292 )
   
 
Basic loss per share:        
  Restated loss attributable to common shareholders   $ (2.44 )
  Accretion of closure and post-closure, net of tax     0.01  
   
 
  Adjusted restated loss attributable to common shareholders   $ (2.43 )
   
 
Diluted loss per share:        
  Restated loss attributable to common shareholders   $ (2.44 )
  Accretion of closure and post-closure, net of tax     0.01  
   
 
  Adjusted restated loss attributable to common shareholders   $ (2.43 )
   
 

        Remedial liabilities, including Superfund liabilities, include the costs of removal or containment of contaminated material, the treatment of potentially contaminated groundwater and maintenance and monitoring costs necessary to comply with regulatory requirements. SFAS No. 143 applies to asset

70

retirement obligations that arise from normal operations. Almost all of our remedial liabilities were assumed as part of the acquisition of the CSD from Safety-Kleen Corp, and we believe that the remedial obligations did not arise from normal operations.

        Remedial liabilities are discounted only when the timing of the payments is fixed and the amounts are determinable. Our experience has been that the timing of the payments is not usually fixed so, generally, remedial liabilities are not discounted. However, under purchase accounting, acquired liabilities are recorded at fair value, which requires taking into consideration inflation and discount factors. Accordingly, as of the acquisition date, we recorded the remedial liabilities assumed as part of the acquisition of the CSD at their fair value, which was calculated by inflating costs in current dollars using an estimate of future inflation rates as of the acquisition date until the expected time of payment, then discounted to its present value using a risk-free discount rate as of the acquisition date. Subsequent to the acquisition, discounts were and will be applied to the environmental liabilities as follows:

        We record claims for recovery from third parties relating to remedial liabilities only when realization of the claim is probable. The gross remedial liability is recorded separately from the claim for recovery on the balance sheet. At December 31, 2004 and 2003, we had recorded no such claims.

        Remedial liabilities are obligations to investigate, alleviate or eliminate the effects of a release (or threat of a release) of hazardous substances into the environment and may also include corrective action under RCRA. Our operating subsidiaries' remediation obligations can be further characterized as Legal, Superfund, Long-term Maintenance and One-Time Projects. Legal liabilities are typically comprised of litigation matters that can involve certain aspects of environmental cleanup and can include third party claims for property damage or bodily injury allegedly arising from or caused by exposure to hazardous substances originating from our activities or operations, or in certain cases, from the actions or inactions of other persons or companies. Superfund liabilities are typically claims alleging that we are a potentially responsible party and/or are potentially liable for environmental response, removal, remediation and cleanup costs at/or from either an owned or third party site. As described in Item 3, "Legal Proceedings," Superfund liabilities also include certain Superfund liabilities to governmental entities for which we are potentially liable to reimburse the Sellers in connection with our 2002 acquisition of the CSD assets from Safety-Kleen Corp. Long-term Maintenance includes the costs of groundwater monitoring, treatment system operations, permit fees and facility maintenance for discontinued operations. One-Time Projects include the costs necessary to comply with regulatory requirements for the removal or treatment of contaminated materials.

        SFAS No. 143 applies to asset retirement obligations that arise from ordinary business operations. We became subject to almost all of our remedial liabilities as part of the acquisition of the CSD from Safety-Kleen Corp., and we believe that most of the remedial obligations did not arise from normal operations.

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        We record environmental-related accruals for remedial obligations at both our landfill and non-landfill operations. See above for further discussion of our methodology for estimating and recording these accruals.

        Reserves for remedial obligations are as follows (in thousands):

 
   2004
   2003
Remedial liabilities for landfill sites   $ 4,985   $ 5,525
Remedial liabilities for discontinued facilities not now used in the active conduct of our business     95,116     97,535
Remedial liabilities (including Superfund) for non-landfill open sites     55,516     54,376
   
 
      155,617     157,436
Less obligation classified as current     11,328     14,802
   
 
Long-term remedial liability   $ 144,289   $ 142,634
   
 

        Anticipated payments (based on current estimated costs) and anticipated timing of necessary regulatory approvals to commence work on remedial activities for each of the next five years and thereafter are as follows (in thousands):

Year ending December 31,
    
  
2005   $ 11,328  
2006     11,351  
2007     16,970  
2008     16,490  
2009     12,185  
Thereafter     133,535  
   
 
Undiscounted remedial liabilities     201,859  
Less: Discount     (46,242 )
   
 
Present value of remedial liabilities   $ 155,617  
   
 

        The anticipated payments for Long-term Maintenance range from $4.5 million to $6.9 million per year over the next five years. Spending on One-Time Projects for the next five years ranges from $1.1 million to $8.2 million per year with an average expected payment of $5.0 million per year. Legal and Superfund liabilities payments are expected to be between $1.7 million and $2.8 million per year for the next five years with the exception of 2009 where spending is anticipated to be $6.4 million primarily because of one case. These estimates are managed on a daily basis, reviewed at least quarterly, and adjusted as additional information becomes available.

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        The changes to remedial liabilities for the year ended December 31, 2004 are as follows (in thousands):

 
   December 31,
2003
   Accretion
   Changes in
Estimate
Charged to
Statement of
Operations
   Other Changes
in Estimate
   Currency
Translation,
Reclassifications
and Other
   Payments
   December 31,
2004
Remedial liabilities for landfill sites   $ 5,525   $ 225   $ (420 ) $ —   $ 140   $ (485 ) $ 4,985
Remedial liabilities for discontinued facilities not now used in the active conduct of our business     97,535     4,390     (841 )   392     196     (6,556 )   95,116
Remedial liabilities (including Superfund) for non-landfill open sites     54,376     2,417     (29 )   —     765     (2,013 )   55,516
   
 
 
 
 
 
 
Total   $ 157,436   $ 7,032   $ (1,290 ) $ 392   $ 1,101   $ (9,054 ) $ 155,617
   
 
 
 
 
 
 

        The changes to remedial liabilities for the year ended December 31, 2003 are as follows (in thousands):

 
   December 31,
2002
   Cumulative
Effect of
Changes in
Accounting
for Asset
Retirement
Obligations
   Purchase
Accounting
Adjustment
Due to
Change in
Accounting
for Asset
Retirement
Obligations
   Other
Purchase
Accounting
Adjustments
   Accretion
and
Other
Charges
to
Expense
   Currency
Translation,
Reclassifications
and Other
   Payments
   December 31,
2003
Remedial liabilities for landfill sites   $ 4,519   $ —   $ —   $ 662   $ 230   $ 358   $ (244 ) $ 5,525
Remedial liabilities for discontinued facilities not now used in the active conduct of our business     104,899     537     (16,363 )   6,003     3,804     2,228     (3,573 )   97,535
Remedial liabilities (including Superfund) for non-landfill open sites     34,428     —     (16 )   18,059     2,347     978     (1,420 )   54,376
   
 
 
 
 
 
 
 
Total   $ 143,846   $ 537   $ (16,379 ) $ 24,724   $ 6,381   $ 3,564   $ (5,237 ) $ 157,436
   
 
 
 
 
 
 
 

        Estimation of Certain Preacquisition Contingencies—SFAS No. 5, "Accounting for Contingencies," requires that an estimated loss from a loss contingency be accrued and recorded as a liability if it is both probable and estimable, but the Statement does not permit a company acquiring assets to record as part of the purchase price those assumed liabilities which are not both probable and estimable. As described in Item 3, "Legal Proceedings," under the headings "Ville Mercier Legal Proceedings" and "Marine Shale Processors," as of December 31, 2002 we were unable to estimate the amount of potential remedial liabilities in connection with the facility and sites which are the subject of these proceedings, but, as part of the integration plan of the CSD acquisition, we committed to obtaining the data required so that we could record such potential liabilities as adjustments to the purchase price. Sufficient additional information on these proceedings was obtained prior to the first anniversary to

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allow us to record these potential liabilities as adjustments to the purchase price for the CSD assets in accordance with generally accepted accounting principles in the United States. Accordingly, additional discounted environmental liabilities were recorded as part of the purchase price in the quarter ended September 30, 2003. At December 31, 2004, we had recorded reserves of $13.7 million and $10.6 million relating to Marine Shale Processors and the Ville Mercier Legal Proceedings, respectively.

        Remedial liabilities, including Superfund liabilities—As described in the tables above under "Reserves for remedial obligations," we had as of December 31, 2004 a total of $155.6 million of estimated liabilities for remediation of environmental contamination, of which $5.0 million related to our landfills and $150.6 million related to non-landfill facilities (including Superfund sites owned by third parties). We periodically evaluate potential remedial liabilities at sites that we own or operate or to which we or the Sellers of the CSD assets (or the respective predecessors of us or the Sellers) transported or disposed of waste, including 56 Superfund sites as of December 31, 2004. We periodically review and evaluate sites requiring remediation, including Superfund sites, giving consideration to the nature (i.e., owner, operator, arranger, transporter or generator) and the extent (i.e., amount and nature of waste hauled to the location, number of years of site operations or other relevant factors) of our (or the Sellers') alleged connection with the site, the extent (if any) to which we believe we may have an obligation to the Sellers to indemnify cleanup costs in connection with the site, the regulatory context surrounding the site, the accuracy and strength of evidence connecting us (or the Sellers) to the location, the number, connection and financial ability of other named and unnamed PRPs and the nature and estimated cost of the likely remedy. Where we conclude that it is probable that a liability has been incurred, we reserve, based upon management's judgment and prior experience, for our best estimate of the liability.

        Remediation liabilities are inherently difficult to estimate. Estimating remedial liabilities requires that the existing environmental contamination be understood. There is a risk that the actual quantities of contaminants differ from the results of the site investigation, and there is a risk that contaminants exist that have not been identified by the site investigation. In addition, the amount of remedial liabilities recorded is dependent on the remedial method selected. There is a risk that funds will be expended on a remedial solution that is not successful, which could result in the additional incremental costs of an alternative solution. Such estimates, which are subject to change, are subsequently revised if and when additional information becomes available.

        In connection with our acquisition of the CSD assets, we performed extensive due diligence, including hiring third-party engineers and attorneys to estimate accurately the aggregate liability for remedial liabilities to which we became potentially liable as a result of the acquisition. Those remedial liabilities relate to the active and discontinued hazardous waste treatment and disposal facilities which we acquired as part of the CSD assets and 35 Superfund sites owned by third parties for which we agreed to indemnify certain remedial liabilities owed or potentially owed by the Sellers and payable to governmental entities. In the case of each such facility and site, our estimate of remediation liabilities involved an analysis of such factors as: (i) the nature and extent of environmental contamination (if any), (ii) the terms of applicable permits and agreements with regulatory authorities as to cleanup procedures and whether modifications to such permits and agreements will likely need to be negotiated, (iii) the cost of performing anticipated cleanup activities based upon current technology, and (iv) in the case of Superfund and other sites where other parties will also be responsible for a portion of the cleanup costs, the likely allocation of such costs and the ability of such other parties to pay their share. Based upon our analysis of each of the above factors in light of currently available facts and legal interpretations, existing technology, and presently enacted laws and regulations, we estimate that our aggregate liabilities as of December 31, 2004 (as calculated in accordance with generally accepted accounting principles in the United States) for future remediation relating to all of our owned or leased facilities and the Superfund sites for which we have current or potential liability is approximately $155.6 million. We also estimate that it is "reasonably possible" as that term is defined in SFAS No. 5

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("more than remote but less than likely"), that the amount of such total liabilities could be up to $22.3 million greater than such $155.6 million. Future changes in either available technology or applicable laws or regulations could affect such estimates of environmental liabilities. Since our satisfaction of the liabilities will occur over many years and in some cases over periods of 30 years or more, we cannot now reasonably predict the nature or extent of future changes in either available technology or applicable laws or regulations and the impact that those changes, if any, might have on the current estimates of environmental liabilities.

        The following tables show, respectively, (i) the amounts of such estimated liabilities associated with the types of facilities and sites involved and (ii) the amounts of such estimated liabilities associated with each facility or site which represents at least 5% of the total and with all other facilities and sites as a group.

        Estimates Based on Type of Facility or Site (dollars in thousands):

Type of Facility or Site
   Discounted
Remedial
Liability
   % of Total
   Discounted
Reasonably Possible
Additional Losses
Facilities now used in active conduct of our business (14 facilities)   $ 38,490   24.7 % $ 7,534
Discontinued CSD facilities not now used in active conduct of our business but acquired because assumption of remedial liabilities for such facilities was part of the purchase price for CSD assets (18 facilities)     94,939   61.0     11,471
Superfund sites owned by third parties on which wastes generated or shipped by the Sellers (or their predecessors) are present (19 sites)     20,180   13.0     1,863
Sites for which we had liabilities prior to the acquisition of CSD assets (3 Superfund sites and 6 other sites)     2,008   1.3     1,475
   
 
 
Total   $ 155,617   100.0 % $ 22,343
   
 
 

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        Estimates Based on Amount of Potential Liability (dollars in thousands):

Location
   Type of Facility or Site
   Discounted
Remedial
Liability
   % of
Total
   Discounted
Reasonably
Possible
Additional
Losses
Baton Rouge, LA   Closed incinerator and landfill   $ 38,552   24.8 % $ 5,391
Bridgeport, NJ   Closed incinerator     27,657   17.8     3,345
Marine Shale Processors   Potential third party Superfund site     13,739   8.8     1,379
Mercier, Quebec   Open incineration facility and legal proceedings     11,325   7.3     1,163
Roebuck, SC   Closed incinerator     10,438   6.7     832
Various   All other incinerators, landfills, wastewater treatment facilities and service centers (35 facilities)     47,271   30.4     9,556
Various   All other Superfund sites (each representing less than 5% of total liabilities) owned by third parties on which wastes generated or shipped by either us or the Sellers (or their predecessors) are present (21 sites)     6,635   4.2     677
       
 
 
Total       $ 155,617   100.0 % $ 22,343
       
 
 

        Revisions to remedial reserve requirements may result in upward or downward adjustments to income from operations in any given period. We believe that our extensive experience in the environmental services business, as well as our involvement with a large number of sites, provides a reasonable basis for estimating our aggregate liability. It is reasonably possible that legal, technological, regulatory or enforcement developments, the results of environmental studies or other factors could necessitate the recording of additional liabilities and/or the revision of currently recorded liabilities that could be material. The impact of such future events cannot be estimated at the current time.

        We believe that our primary source of liquidity is from cash flows from operations, existing cash, marketable securities owned, funds available to borrow under the Revolving Facility and anticipated proceeds from assets held for sale. For the year ended December 31, 2004, we generated cash from operations of $52.5 million. As of December 31, 2004, cash and cash equivalents were approximately $31.1 million, marketable securities were $16.8 million, funds available to borrow under the Revolving Facility were $28.8 million and properties held for sale was $8.8 million. As further discussed below under "The 2004 Refinancing," on June 30, 2004, we refinanced our outstanding debt and redeemed our then outstanding Series C Preferred Stock. The refinancing resulted in our having both more cash on hand and funds available to borrow under our Revolving Facility.

        We intend to use our existing cash and cash flow from operations to fund future operating expenses and recurring capital expenditures. We anticipate that cash flow provided by operating activities will provide the necessary funds on a short and long-term basis to meet operating cash requirements. In addition, we project that we will continue to meet our debt covenant requirements for the foreseeable future. As part of the CSD acquisition, we assumed environmental liabilities of the

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CSD valued at $184.5 million. We performed extensive due diligence investigations with respect to both the amount and timing of such liabilities. 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 now anticipated (such as future changes in environmental laws and regulations) could require that such payments be made earlier or in greater amounts than now anticipated, which could adversely affect our cash flow and financial condition.

        For the year ended December 31, 2004, we generated approximately $52.5 million of cash from operating activities. Non-cash expenses, net recorded for the year totaled $46.4 million. These non-cash expenses consisted primarily of $24.1 million for depreciation and amortization, $10.4 million for the accretion of environmental liabilities, refinancing expenses of $7.1 million, $2.3 million for amortization of deferred financing costs and a loss on the embedded derivative of $1.6 million. Other sources of cash totaled $30.4 million which primarily consisted of an increase in other accrued expenses of $11.6 million, an increase in accounts payable of $9.2 million due to the timing of payments made and higher levels of expenses in the fourth quarter of 2004 as compared to the fourth quarter of 2003, a $4.4 million decrease in unbilled accounts receivable due to improvements in the timeliness of billing our customers in 2004 as compared to 2003, and $3.7 million decrease in other assets that was almost entirely due to reclassifying to current prepaid expenses the cash value of a closure and post-closure policy for our Kimball facility. These sources of cash were partially offset by other uses of cash that totaled $27.0 million consisting primarily of a decrease in closure, post-closure and remedial liabilities of $13.0 million relating primarily to expenditures made for such liabilities, an increase in accounts receivable of $6.1 million due to a higher level of revenues in the quarter ended December 2004 compared with the quarter ended December 2003, an increase in prepaid expenses of $4.8 million primarily due to the transfer of the cash value of the closure and post-closure policy for our Kimball facility, a $1.3 million decrease in supplies inventories due primarily to a program initiated in the fourth quarter of 2004 to outsource to a third party the responsibility of stocking supplies at our Site and Technical Services locations, and a $1.1 million decrease in the amount of deferred waste on hand as of December 31, 2004 as compared to December 31, 2003.

        For year ended December 31, 2004, we generated $47.6 million of cash from investing activities. Sources of cash from investing activities totaled $169.3 million and consisted of proceeds from the net sale of restricted investments of $93.2 million that resulted primarily from our no longer being required to post cash collateral for financial assurance for closure and post closure care of our facilities, proceeds from the sale of marketable securities of $73.9 million and proceeds from the sale of fixed assets of $2.2 million. Partially offsetting these sources of cash were uses of cash to acquire property, plant and equipment and permits of $26.6 million, the purchases of marketable securities of $90.7 million and the cost of restricted investment purchased of $4.4 million.

        For the year ended December 31, 2004, we used $75.8 million of cash in our financing activities. Sources of cash from financing activities totaled $149.3 million and consisted almost entirely of the issuance of Senior Secured Notes (net of issue discount) of $148.0 million. This was offset by uses of cash from financing activities that totaled $225.1 million and consisted primarily of repayments of Senior Loans and Subordinated Loans of $107.2 million and $40.0 million, respectively, repayment of the former Revolving Credit Facility of $35.2 million, redemption of the Series C Preferred Stock of $25.0 million, financing costs incurred of $10.3 million, debt extinguishment payments of $3.4 million and dividend payments on the Series B and Series C Preferred Stocks totaling $2.2 million.

        We used the cash generated from investing activities of $47.6 million together with the $52.5 million of cash generated from operations and $0.5 million generated from the favorable foreign exchange impact on cash to fund the financing activities of $75.8 million previously discussed, and to increase the amount of cash on hand by $24.8 million.

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        For the year ended December 31, 2003, we generated $38.9 million of cash from operating activities. Non-cash expenses recorded for the year ended December 31, 2003 totaled $43.6 million and consisted primarily of $26.5 million in depreciation and amortization, and $11.1 million in accretion of environmental liabilities. Other sources of cash totaled $29.1 million and consisted primarily of reductions in our accounts receivable of $20.3 million and reductions in our unbilled accounts receivable of $4.5 million. These reductions in accounts receivable and unbilled accounts receivable resulted primarily from resolving certain issues relating to the integration of the former CSD into our operations. Largely offsetting sources of cash were uses of cash that totaled $33.9 million and consisted primarily of the net loss for the year of $17.6 million and $8.3 million in environmental spending for remedial and landfill liabilities.

        For the year ended December 31, 2003, we used approximately $53.0 million of cash in investing activities. This consisted of approximately $34.8 million in capital investment, $20.0 million of which was related to becoming compliant with the new MACT standards, and restricted investments purchased of $34.9 million to support letters of credit for our financial assurance and insurance programs. These uses were partially offset from proceeds of $2.3 million realized from the sale of real estate and equipment that we determined to be surplus, proceeds of $6.6 million generated from the sale of restricted investments, and proceeds of $7.9 million associated with the acquisition of certain CSD assets (of which $7.8 million was a global payment received from Safety-Kleen Corp. in settlement of various issues arising from our acquisition of the CSD assets).

        For the year ended December 31, 2003, we obtained net funds from financing of $5.9 million. Cash from financing activities was $18.5 million, which consisted almost entirely of $17.5 million in net borrowings on our then revolving credit facility. We used cash from financing activities of $18.5 million, together with cash generated from operations of $38.9 million, reductions in cash balances of $7.3 million and the positive effect of exchange rate change on cash of $0.9 million to fund net investing activities of $53.0 million, repay $7.8 million in senior term loans and fund other financing activities of $4.8 million.

        Prior to June 30, 2004, we had outstanding a $100.0 million three-year revolving credit facility (the "Revolving Credit Facility"), $115.0 million of three-year non-amortizing term loans (the "Senior Loans") and $40.0 million of five-year non-amortizing subordinated loans (the "Subordinated Loans"). In addition to such financings, we had established a letter of credit facility (the "L/C Facility") under which we could obtain up to $100.0 million of letters of credit by providing cash collateral equal to 103% of the amount of such outstanding letters of credit. On June 30, 2004, we refinanced our debt under the Revolving Credit Facility, the Senior Loans and the Subordinated Loans by issuing $150.0 million of eight-year Senior Secured Notes (the "Senior Secured Notes") and entering into a $30.0 million revolving credit facility (the "Revolving Facility") as described below. Additionally, we replaced the L/C Facility with a synthetic letter of credit facility (the "Synthetic LC Facility") whereby we may obtain up to $90.0 million of letters of credit as described below.

        The principal terms of the Senior Secured Notes, the Revolving Facility, and the Synthetic LC Facility are as follows:

        Senior Secured Notes.    We issued the Senior Secured Notes under an Indenture dated June 30, 2004 (the "Indenture"). The Senior Secured Notes bear interest at 11.25% and mature on July 15, 2012. We issued the Senior Secured Notes at a $2.0 million discount that resulted in an effective yield of 11.5%. Interest is payable semiannually in cash on each January 15 and July 15, commencing on January 15, 2005.

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        The Senior Secured Notes are secured by a second-priority lien on all of the domestic assets of Clean Harbors, Inc. and our domestic subsidiaries that secure our reimbursement obligations under the Synthetic LC Facility on a first-priority basis (as described below); provided that such assets do not include any capital stock, notes, instruments, other equity interests of any of our subsidiaries, accounts receivable, and certain other excluded collateral as provided in the Indenture. The Senior Secured Notes are jointly and severally guaranteed on a senior secured second-lien basis by substantially all of our existing and future domestic subsidiaries. The Senior Secured Notes are not guaranteed by our foreign subsidiaries.

        The Indenture 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) to apply an amount equal to 50% of the period's Excess Cash Flow (as defined below) to either prepay, repay, redeem or purchase first-lien obligations under the Revolving Facility and Synthetic LC Facility or to 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 environmental liabilities of ours.

        Excess Cash Flow for the six months ended December 31, 2004 was $9.8 million, and we anticipate Excess Cash Flow will be generated from operations during the six-month period ending June 30, 2005. Accordingly, we may be required, within 120 days following June 30, 2005, to offer to repurchase Senior Secured Notes in the amount of 50% of the Excess Cash Flow generated during the twelve-month period ending June 30, 2005. However, at December 31, 2004, we had no outstanding first-lien obligations under our Revolving Facility or Synthetic LC Facility and the market price of the Senior Secured Notes was in excess of the 104% of principal amount at which we are required and permitted by the Indenture and the Credit Agreement to make Excess Cash Flow Offers for outstanding Senior Secured Notes. It therefore now appears unlikely that any holders of Senior Secured Notes would accept an Excess Cash Flow Offer made in accordance with the Indenture and the Credit Agreement unless the trading price of the Senior Secured Notes declines prior to the time in 2005 at which we will be required to make such an offer. To the extent the Note holders do not accept an Excess Cash Flow Offer based on the Excess Cash Flow earned through June 30, 2005, 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 Excess Cash Flow Offers in respect of Excess Cash Flow earned in subsequent twelve-month periods will remain in effect.

        The $6.3 million cost associated with the issuance of the Senior Secured Notes was recorded as a component of deferred financing costs and is being amortized to interest expense over the life of the Senior Secured Notes.

        Revolving Facility.    Both the Revolving Facility and the Synthetic LC Facility were established under a Loan and Security Agreement dated June 30, 2004 (the "Credit Agreement") among us, Fleet Capital Corporation as agent for the Revolving Lenders thereunder, Credit Suisse First Boston as agent for the letter of credit facility lenders (the "LC Facility Lenders") thereunder, and certain other parties. The Revolving Facility allows us to borrow up to $30.0 million in cash, based upon a formula of eligible accounts receivable. This total is separated into two lines of credit, namely a line for us and our U.S. subsidiaries equal to $24.7 million and a line for our Canadian subsidiaries of $5.3 million. The Revolving Facility also allows us to issue up to $10.0 million of letters of credit, with the outstanding amount of such letters of credit reducing the maximum amount of borrowings permitted under the Revolving Facility. At December 31, 2004, we had no borrowings and $1.2 million of letters of credit outstanding under the Revolving Facility, and we had approximately $28.8 million available to borrow. Amounts outstanding under the Revolving Facility bear interest at an annual rate of either the U.S. or

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Canadian prime rate or the Eurodollar rate (depending on the currency of the underlying loan) plus 1.50%. The Credit Agreement requires us to pay an unused line fee of 0.125% per annum on the unused portion of the Revolving Facility. The Revolving Facility matures on June 30, 2009.

        The Revolving Facility is secured by a first security interest in accounts receivable and a second security interest in substantially all other assets. The Revolving Facility prohibits the payment of dividends on our common stock but allows the payment of dividends on our Series B Preferred Stock.

        Under the Credit Agreement, we are required to maintain a maximum Leverage Ratio (as defined below) of no more than 2.80 to 1.0 and 2.55 to 1.0 for the four-quarter periods ended or ending December 31, 2004 and March 31, 2005, respectively. The maximum Leverage Ratio is then reduced to no more than 2.50 to 1.0 for the four-quarter periods ending June 30, 2005 through March 31, 2006, and then, in approximately equal increments, to no more than 2.30 to 1.0 for the four-quarter period ending December 31, 2008, and to no more than 2.25 to 1.0 for each succeeding quarter. The Leverage Ratio is defined as the ratio of our consolidated indebtedness to our consolidated EBITDA achieved for the latest four-quarter period. For the four-quarter period ended December 31, 2004, the Leverage Ratio was 1.81 to 1.0, which was within covenant.

        We are also required under the Credit Agreement to maintain a minimum Interest Coverage Ratio (as defined below) of not less than 2.40 to 1.0 and 2.65 to 1.0 for the four-quarter periods ended or ending December 31, 2004 and March 31, 2005, respectively. The minimum Interest Coverage Ratio is then increased to not less than 2.70 to 1.0 for the four-quarter periods ending June 30, 2005 through December 31, 2005, and then, in approximately equal increments, to not less than 2.85 to 1.0 for the four-quarter period ending December 31, 2007, and not less than 3.00 to 1.0 for each succeeding four-quarter period. The Interest Coverage Ratio is defined as the ratio of our consolidated EBITDA to our consolidated interest expense. For the four-quarter period December 31, 2004, the Interest Coverage Ratio was 3.32 to 1.0, which was within covenant.

        We are also required to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 for each four-quarter period, commencing with the quarter ended December 31, 2004. For the period ended December 31, 2004, our fixed charge coverage ratio was 1.74 to 1.0, which was within covenant.

        The $0.3 million cost associated with the issuance of the Revolving Facility was recorded as a component of deferred financing costs and is being amortized to interest expense over the life of the Revolving Facility.

        Synthetic LC Facility.    The Synthetic LC Facility provides that Credit Suisse First Boston (the "LC Facility Issuing Bank") will issue up to $90.0 million of letters of credit at our request. The LC Facility requires that the LC Facility Lenders maintain a cash account (the "Credit-Linked Account") to collateralize our outstanding letters of credit. Should any such letter of credit be drawn in the future and we fail to satisfy our reimbursement obligation, the LC Facility Issuing Bank would be entitled to draw upon the appropriate portion of the $90.0 million in cash which the LC Facility Lenders under the Credit Agreement have deposited into the Credit-Linked Account. Acting through the LC Facility Agent, the LC Facility Lenders would then have the right to exercise their rights as first-priority lien holders (second-priority as to receivables) on substantially all of our assets and of our domestic subsidiaries. We have no right, title or interest in the Credit-Linked Account established under the Credit Agreement for purposes of the Synthetic LC Facility. We are required to pay (i) a quarterly participation fee at the annual rate of 5.35% on the average daily balance in the Credit-Linked Account and (ii) a quarterly fronting fee at the annual rate of 0.30% of the average daily aggregate amount of letters of credit outstanding under the Synthetic LC Facility. At December 31, 2004, letters of credit outstanding under the Synthetic LC facility were $89.4 million. The term of the Synthetic LC Facility will expire on June 30, 2009.

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        The $3.1 million cost associated with the issuance of the Synthetic LC Facility was recorded as a component of deferred financing costs and is being amortized to interest expense over the life of the Synthetic LC Facility.

        Prior to June 30, 2004, we had outstanding 25,000 shares of Series C Convertible Preferred Stock, $0.01 par value ("Series C Preferred Stock"). The Series C Preferred Stock was entitled to receive dividends at an annual rate of 6.0% (such dividends were paid in cash through March 2003 and thereafter accrued and compounded through the redemption date). We issued the Series C Preferred Stock for $25.0 million on September 10, 2002, and incurred $2.9 million of issuance costs. We determined that the Series C Preferred Stock should be recorded on our financial statements as though the Series C Preferred Stock consisted of two components, namely: (i) non-convertible redeemable preferred stock (the "Host Contract") with a 6.0% annual dividend and (ii) an embedded derivative (the "Embedded Derivative") which reflected the right of the holders of the Series C Preferred Stock to convert into our common stock on the terms set forth in the Series C Preferred Stock. The Series C Preferred Stock reported on our consolidated balance sheet consisted only of the value of the Host Contract (less the issuance costs) plus the amount of accretion in the value of the Host Contract which had been recorded through the balance sheet date with regard to the discount which was originally recorded for the Host Contract, plus the amount of accretion for issuance costs and accrued dividends. Such discount and issuance costs were being accreted over the life of the Series C Preferred Stock, with such accretion being recorded as a reduction in additional paid-in-capital. During the period from January 1 through June 30, 2004, we recorded accretion on the discount and issuance costs of the Series C Preferred Stock of $0.7 million. For the six-month period ended December 31, 2004, no accretion was recorded because of the redemption of the Series C Preferred Stock on June 30, 2004. For the year ended December 31, 2003, the amount of accretion recorded as a reduction to additional paid-in capital was $1.3 million. For the year ended December 31, 2002, we recorded in Other Long-term Liabilities the fair value of the Embedded Derivative and periodically marked that value to market. As of December 31, 2003, the market value of the Embedded Derivative was determined to be $9.6 million, and we recorded $0.4 million of Other Expense during 2003 to adjust the carrying value of the Embedded Derivative to fair value. As noted below, on June 30, 2004 we redeemed the Series C Preferred Stock. At that time, the market value of the Embedded Derivative was determined to be $11.2 million and we recorded other expense of $1.6 million through June 30, 2004 to reflect such adjustment.

        On June 30, 2004, we redeemed the Series C Preferred Stock for $25.0 million in cash and paid accrued dividends of $2.0 million. The difference between the $25.0 million paid and the carrying amount of the Series C Preferred Stock of $17.2 million on June 30, 2004 was charged to additional paid-in capital. In addition, we issued warrants to purchase 2.8 million shares of our common stock, and we paid $0.4 million of cash in lieu of warrants for certain other conversion rights of the holders of the Series C Preferred Stock. The warrants issued are exercisable at $8.00 per common share and expire on September 10, 2009. We settled the $11.2 million Embedded Derivative liability through the issuance of the 2.8 million warrants (which we valued using the Black-Scholes option pricing model at $9.2 million) together with the $0.4 million of cash that was paid in lieu of warrants, which resulted in a gain on the settlement of the Embedded Derivative of $1.6 million. The gain on the settlement of the Embedded Derivative was recorded as a reduction to refinancing-related expenses. The value of the warrants issued of $9.2 million was credited to additional paid-in capital. Because of the redemption of the Series C Preferred Stock on June 30, 2004, we will not be required to make mark-to-market adjustments to our reported income (loss) associated with the Embedded Derivative for any period subsequent to June 30, 2004.

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        The following table has been included to assist the reader in analyzing our debt and similar obligations as of December 31, 2004 and our ability to meet such obligations (in thousands):

 
    
   Payments Due by Period
Contractual Obligations
   Total
   Less than
1 Year
   1-3 Years
   4-5 Years
   After
5 Years
Closure, post-closure and remedial liabilities   $ 181,268   $ 14,425   $ 36,856   $ 39,294   $ 90,694
Long-term debt     150,000     —     —     —     150,000
Interest on long-term obligations     128,457     17,044     34,151     34,254     43,008
Capital leases     5,722     1,872     2,885     955     10
Operating leases     25,527     9,104     9,979     5,147     1,297
   
 
 
 
 
Total contractual obligations   $ 490,974   $ 42,445   $ 83,870   $ 79,649   $ 285,010
   
 
 
 
 

        The current fair value of the closure, post-closure and remedial liabilities of $181.3 million is net of discounting of $166.4 million and $82.1 million of closure and post-closure liabilities to be provided over the remaining site lives.

        The following table has been included to assist the reader in understanding other contractual obligations we had as of December 31, 2004 and our ability to meet these obligations (in thousands):

 
    
   Payments Due by Period
Other Commercial Commitments
   Total
   Less than
1 Year
   1-3 Years
   4-5 Years
   After
5 Years
Standby letters of credit   $ 90,543   $ 90,543   $ —   $ —   $ —
   
 
 
 
 
Total commercial commitments   $ 90,543   $ 90,543   $ —   $ —   $ —
   
 
 
 
 

        We obtained substantially all of the standby letters of credit described in the above table as security for financial assurance obligations which we were required to provide to regulatory bodies for the hazardous waste facilities and which would be called only in the event that we failed to satisfy closure, post-closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. As further discussed above under "Financing Arrangements," we obtained substantially all of the standby letters of credit described in the above table under our synthetic letter of credit facility (the "Synthetic LC Facility"). The Synthetic LC Facility provides that Credit Suisse First Boston (the "LC Facility Issuing Bank") will issue up to $90.0 million of letters of credit at our request. The LC Facility requires that the LC Facility Lenders maintain a cash account (the "Credit-Linked Account") to collateralize our outstanding letters of credit. Should any such letter of credit be drawn in the future and we fail to satisfy our reimbursement obligation, the LC Facility Issuing Bank would be entitled to draw upon the appropriate portion of the $90.0 million in cash which the LC Facility Lenders under the Credit Agreement have deposited into the Credit-Linked Account. Acting through the LC Facility Agent, the LC Facility Lenders would then have the right to exercise their rights as first-priority lien holders (second-priority as to receivables) on substantially all of the assets of Clean Harbors, Inc. and our domestic subsidiaries.

        Except for our obligations under operating leases and letters of credit described above under "Contractual Obligations" and performance obligations incurred in the ordinary course of business, we are not now party to any off-balance sheet arrangements involving guarantee, contingency or similar obligations to entities whose financial statements are not consolidated with our results and that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial

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condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to investors in our securities.

        We anticipate that 2005 capital spending will be between $25.0 million and $30.0 million of which $1.0 million relates to complying with environmental regulations.

        Stockholders' equity was $11.0 million at December 31, 2004, or $0.78 per weighted average share outstanding, compared to $7.7 million at December 31, 2003, or $0.57 per weighted average share outstanding. Stockholders' equity increased due to the issuance of warrants valued at $9.2 million, earnings for the year ended December 31, 2004 of $2.6 million, the favorable effect of foreign currency translation of $2.2 million and increases primarily related to the exercise of stock options and stock purchases under the employee stock purchase plan that totaled $0.9 million. These increases to stockholders' equity were partially offset by the loss on redemption of the Series C Preferred Stock of $9.9 million, the dividends declared on the Series B and C Preferred Stock of $1.0 million, and the accretion of the Series C Preferred Stock discount and issuance costs of $0.7 million.

        Stockholders' equity was $7.7 million at December 31, 2003, or $0.57 per weighted average share outstanding, compared to $20.4 million at December 31, 2002, or $1.67 per weighted average share outstanding. Stockholders' equity decreased due the loss for the year ended December 31, 2004 of $17.6 million, the dividends declared on the Series B and Series C Preferred Stock of $1.7 million, and the accretion of the discount and issuance costs of the Series C Preferred Stock of $1.3 million. These decreases to stockholders' equity were partially offset by the favorable effects of foreign currency translation of $6.8 million, and increases primarily related to the exercise of stock options and stock purchases under the employee stock purchase plan that totaled $1.1 million.

        In connection with the issuance on April 30, 2001 of Subordinated Notes (that were repaid in September 2002), the Company issued warrants to purchase 1,519,020 shares of common stock exercisable at $0.01 per share and expiring on April 30, 2008. The proceeds from the issuance of the Subordinated Notes and warrants were allocated based on the relative fair value of the warrants and Subordinated Notes. During the year ended December 31, 2002, warrants for 281,212 shares were exercised, 892 warrants were cancelled upon net exercise, and 1,236,916 warrants remained outstanding at December 31, 2002. During the year ended December 31, 2003, warrants for 1,236,010 shares were exercised, 906 warrants were cancelled upon net exercise, and no warrants remained outstanding at December 31, 2003.

        As previously described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Redeemable Series C Preferred Stock," on June 30, 2004, the Company issued warrants to purchase 2.8 million shares of the Company's common stock and the Company paid $0.4 million of cash in lieu of warrants for certain other conversion rights of the holders of the Series C Preferred Stock. The warrants issued are exercisable at $8.00 per common share and expire on September 10, 2009. As of December 31, 2004, there were 2,775,000 warrants outstanding. On February 11, 2005, warrants for 717,060 shares were exercised in a cashless exercise that resulted in the issuance of 420,571 shares of common stock. In connection with the cashless exercise, warrants for 296,489 shares were cancelled. As of February 11, 2005, warrants for 2,057,940 shares remained outstanding.

        On February 16, 1993, Clean Harbors, Inc. issued 112,000 shares of Series B Convertible Preferred Stock, $0.01 par value ("Series B Preferred Stock"), for the acquisition of our Spring Grove facility. The liquidation value of each share of Series B Preferred Stock is the liquidation preference of $50.00 plus unpaid dividends. Series B Preferred Stock may be converted by the holder into common stock at

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a conversion rate which, as of December 31, 2004, was equal to $16.45 per share and is subject to customary antidilution adjustments. There is no expiration date associated with the conversion option. The Company has the option to redeem the Series B Preferred Stock at the liquidation preference plus any accrued dividends with no redemption premium. Each share of Series B Preferred Stock entitles its holder to receive a cumulative annual cash dividend of $4.00 per share, or at the election of the Company, a common stock dividend of equivalent value. On October 19, 2004, 42,000 shares of Series B Preferred Stock were converted into 127,680 shares of common stock. As of December 31, 2004, the Company had 70,000 shares of Series B Preferred Stock outstanding.

        Dividends on the Series B Preferred Stock are payable on the 15th day of January, April, July and October, at the rate of $1.00 per share, per quarter. Due to loan covenant restrictions, the Company paid the third and fourth quarter 2003 and the first and second quarter 2004 dividends in equivalent value of common stock. Dividends for other quarters included in the years ended December 31, 2004, 2003 and 2002, were paid in cash.

        In January 2003, the Financial Accounting Standards Board (the "FASB") issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities," which was revised in December 2003 as FIN 46R. FIN 46R further explains how to identify a Variable Interest Entity ("VIE") and how to determine when a business enterprise should include the assets, liabilities, noncontrolling interest and results of that VIE in its financial statements. FIN 46R is required in financial statements of public entities that have interests in structures that are commonly referred to as special purpose entities. FIN 46R had no material impact our results of operations since we have no special purpose entities.

        In December 2003, the FASB issued a revision to Statement of Financial Accounting Standards ("SFAS") No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits," to improve financial statement disclosure for defined benefit plans. This statement requires additional disclosures about the assets (including plan assets by category), obligations and cash flows of defined pension plans and other defined benefit postretirement plans. It also requires reporting of various elements of pension and other postretirement benefit costs on a quarterly basis. Generally, the disclosure requirements are effective for interim periods beginning after December 15, 2003; however, information about foreign plans is effective for fiscal years ending after June 15, 2004. We adopted the revised SFAS No. 132 effective December 31, 2004. See Note 22 of the Consolidated Financial Statements for further discussion of employee benefit plans.

        In December 2003, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which supercedes SAB 101, "Revenue Recognition in Financial Statements." SAB 104's primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superceded as a result of the issuance of Emerging Issues Task Force ("EITF") 00-21, "Revenue Arrangements with Multiple Deliverables." The issuance of SAB 104 reflects the concepts contained in EITF 00-21. The other revenue recognition concepts contained in SAB 101 remain largely unchanged. The issuance of SAB 104 did not have a material impact on our results of operations, financial position or cash flows.

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4." SFAS No. 151 amends Accounting Research Bulletin ("ARB") No. 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) should be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overhead to inventory be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after

84


June 15, 2005. The adoption of SFAS No. 151 is not expected to have a material impact on our results of operations, financial position or cash flows.

        In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29." SFAS No. 153 amends Accounting Principles Board ("APB") Opinion No. 29, by eliminating the exception to the basic measurement principle (fair value) for exchanges of similar productive assets. That exception required that some nonmonetary exchanges, although commercially substantive, be recorded on a carryover basis. This Statement eliminates the exception and replaces it with a general exception for exchanges that do not have commercial substance. SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 is not expected to have a material impact on our results of operations, financial position or cash flows.

        In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." SFAS No. 123(R) replaces SFAS No.123, "Accounting for Stock-Based Compensation," and supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123(R) requires companies to report compensation cost relating to share-based payment transactions to be recognized in financial statements. That cost will be measured based upon the fair value of the equity or liability instruments issued. The disclosure requirements under SFAS 123(R) are effective for interim periods beginning after June 15, 2005. On March 29, 2005, the SEC issued SAB 107, "Share-Based Payment," that expresses the views of the SEC staff regarding the application of SFAS No. 123(R). We are studying the Statement and the Bulletin. The Statement will increase compensation expense starting July 1, 2005.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We are subject to market risk on the interest that is paid on 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 at variable rates for working capital and other short-term needs. The following table provides information regarding our fixed rate borrowings at December 31, 2004 (dollars in thousands):

Scheduled Maturity Dates
   2005
   2006
   2007
   2008
   2009
   Thereafter
   Total
Senior Secured Notes   $ —   $ —   $ —   $ —   $ —   $ 150,000   $ 150,000
Capital Lease Obligations     1,522     1,488     1,081     776     130     10     5,007
   
 
 
 
 
 
 
Total   $ 1,522   $ 1,488   $ 1,081   $ 776   $ 130   $ 150,010   $ 155,007
   
 
 
 
 
 
 
Weighted average interest rate on fixed rate borrowings     11.4 %   11.4 %   11.5 %   11.5 %   11.5 %   11.5 %    

        As further discussed in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "The 2004 Refinancing," the Indenture under which the Senior Secured Notes were issued may require us to repurchase the Senior Secured Notes in the amount of 50% of "Excess Cash Flow" generated during the twelve-month period ending June 30, 2005. At December 31, 2004, the market price of the Senior Secured Notes was in excess of the 104% principal amount at which we are required and permitted by the Indenture and the Credit Agreement to make Excess Cash Flow Offers for outstanding Senior Secured Notes. It therefore now appears unlikely that any holders of Senior Secured Notes would accept an Excess Cash Flow Offer made in accordance with the Indenture and Credit Agreement unless the trading price of the Senior Secured Notes declines prior to the time in 2005 at which we will be required to make such offer.

        In addition to the fixed rate borrowings described in the table above, we have a $30.0 million Revolving Facility which bears interest at variable interest rates of either the U.S. or Canadian prime

85


rate or the Eurodollar rate plus 1.50%, depending on the currency of the underlying loan. This total of $30.0 million is separated into two lines of credit, namely a line for us and our U.S. subsidiaries equal to $24.7 million and a line for our Canadian subsidiaries of $5.3 million. No loans were outstanding under the Revolving Facility at December 31, 2004. We also have a $90.0 million of letters of credit available at request under the Synthetic LC Facility. We are required to pay (i) a quarterly participation fee at the annual rate of 5.35% on the average daily balance in the Credit-Linked Account and (ii) a quarterly fronting fee at the annual rate of 0.30% of the average daily aggregate amount of letters of credit outstanding under the Synthetic LC Facility. At December 31, 2004, letters of credit outstanding under the Synthetic LC Facility were $89.4 million.

        Historically, we have not entered into derivative or hedging transactions, nor have we entered into transactions to finance debt off of our balance sheet. We view our investment in the 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 twelve-month periods ended December 31, 2004 and December 31, 2003, total foreign currency losses were $1.0 million and $2.6 million, respectively, primarily between U.S. and Canadian dollars. The Canadian subsidiaries transact approximately 27.2% 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 subject to foreign currency transaction gains or losses. During the years ended December 31, 2004 and 2003, the U.S. dollar fell approximately 7.7% and 22%, respectively, against the Canadian dollar resulting in foreign currency losses of $970 thousand and $2.6 million, respectively. The average exchange rate for the year ended December 31, 2004 was 1.30 Canadian dollars to the U.S. dollar. Had the Canadian dollar been 10% stronger against the U.S. dollar, we would have reported increased net income by approximately $1.4 million. Had the Canadian dollar been 10% weaker against the U.S. dollar, we would have reported decreased net income by approximately $1.4 million. 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.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Clean Harbors, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Clean Harbors, Inc. and its subsidiaries (the "Company") at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2 to the consolidated financial statements, the Company restated its financial statements for the years ended December 31, 2003 and 2002 to correct its accounting for self-insured workers' compensation and motor vehicle insurance claims.

As described in Note 4(m) and Note 12 to the consolidated financial statements, effective January 1, 2003, the Company changed its method of accounting for asset retirement obligations.

Boston, Massachusetts
March 31, 2005

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CLEAN HARBORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share amounts)

 
   For the years ended December 31,
  
 
   2004
   (Restated)
2003
   (Restated)
2002
  
Revenues   $ 643,219   $ 610,969   $ 350,133  
Cost of revenues     464,838     453,461     252,469  
Selling, general and administrative expenses     104,509     108,430     61,518  
Accretion of environmental liabilities     10,394     11,114     1,199  
Depreciation and amortization     24,094     26,482     15,508  
Restructuring     —     (124 )   750  
Other acquisition costs     —     —     5,406  
   
 
 
 
Income from operations     39,384     11,606     13,283  
Other income (expense)     (1,345 )   (94 )   129  
(Loss) on refinancings     (7,099 )   —     (24,658 )
Interest (expense), net of interest income of $692, $1,003 and $478, respectively     (22,297 )   (23,724 )   (13,414 )
   
 
 
 
Income (loss) before provision for income taxes and cumulative effect of change in accounting principle     8,643     (12,212 )   (24,660 )
Provision for income taxes     6,043     5,322     3,787  
   
 
 
 
Income (loss) before cumulative effect of change in accounting principle     2,600     (17,534 )   (28,447 )
Cumulative effect of change in accounting principle, net of taxes     —     66     —  
   
 
 
 
Net income (loss)     2,600     (17,600 )   (28,447 )
Redemption of Series C Preferred Stock, dividends on Series B and C Preferred Stocks and accretion on Series C Preferred Stock     11,798     3,287     1,291  
   
 
 
 
Net loss attributable to common shareholders   $ (9,198 ) $ (20,887 ) $ (29,738 )
   
 
 
 
Basic loss per share:                    
  Loss before cumulative effect of change in accounting principle   $ (0.65 ) $ (1.54 ) $ (2.44 )
  Cumulative effect of change in accounting principle, net of tax     —     —     —  
   
 
 
 
  Basic loss attributable to common shareholders   $ (0.65 ) $ (1.54 ) $ (2.44 )
   
 
 
 
Diluted loss per share:                    
  Loss before cumulative effect of change in accounting principle   $ (0.65 ) $ (1.54 ) $ (2.44 )
  Cumulative effect of change in accounting principle, net of tax     —     —     —  
   
 
 
 
  Diluted loss attributable to common shareholders   $ (0.65 ) $ (1.54 ) $ (2.44 )
   
 
 
 
Weighted average common shares outstanding     14,099     13,553     12,189  
   
 
 
 
Weighted average common shares outstanding plus potentially dilutive common shares     14,099     13,553     12,189  
   
 
 
 

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

88


CLEAN HARBORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

(dollars in thousands)

 
   As of December 31,
 
   2004
   (Restated)
2003
Current assets:            
  Cash and cash equivalents   $ 31,081   $ 6,331
  Marketable securities     16,800     —
  Accounts receivable, net of allowance for doubtful accounts of $3,723 and $3,572, respectively     120,886     114,429
  Unbilled accounts receivable     5,377     9,476
  Deferred costs     4,923     5,395
  Prepaid expenses     13,407     8,582
  Supplies inventories     10,318     9,018
  Deferred tax asset     188     178
  Properties held for sale     8,849     12,690
   
 
    Total current assets     211,829     166,099
   
 
Property, plant, and equipment:            
  Land     13,992     14,492
  Landfill assets     7,435     3,579
  Buildings and improvements     90,045     84,649
  Vehicles and equipment     204,227     165,687
  Furniture and fixtures     2,283     2,604
  Construction in progress     13,635     25,931
   
 
      331,617     296,942
Less—accumulated depreciation and amortization     151,091     130,400
   
 
      180,526     166,542
   
 
Other assets:            
  Restricted cash     —     88,817
  Deferred financing costs     8,950     6,297
  Goodwill     19,032     19,032
  Permits and other intangibles, net of accumulated amortization of $22,557 and $17,630, respectively     80,463     79,811
  Deferred tax asset     488     6,594
  Other     3,414     6,967
   
 
      112,347     207,518
   
 
    Total assets   $ 504,702   $ 540,159
   
 

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

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CLEAN HARBORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY

(dollars in thousands)

 
   As of December 31,
  
 
   2004
   (Restated)
2003
  
Current liabilities:              
  Uncashed checks   $ 6,542   $ 5,983  
  Revolving credit facility     —     35,291  
  Current portion of capital lease obligations     1,522     1,207  
  Accounts payable     70,363     60,611  
  Accrued disposal costs     3,032     2,021  
  Deferred revenue     22,060     22,799  
  Other accrued expenses     41,054     33,857  
  Current portion of closure, post-closure and remedial liabilities     14,258     21,282  
  Income taxes payable     2,302     2,623  
   
 
 
    Total current liabilities     161,133     185,674  
   
 
 
Other liabilities:              
  Closure and post-closure liabilities, less current portion of $2,930 and $6,480, respectively     22,721     19,215  
  Remedial liabilities, less current portion of $11,328 and $14,802, respectively     144,289     142,634  
  Long-term obligations, less current maturities     148,122     147,209  
  Capital lease obligations, less current portion     3,485     3,412  
  Other long-term liabilities     13,298     18,055  
  Accrued pension cost     616     633  
   
 
 
    Total other liabilities     332,531     331,158  
   
 
 
Commitments and contingent liabilities              
Redeemable Series C Convertible Preferred Stock, $.01 par value: authorized 25,000 shares; issued and outstanding 0 and 25,000 shares, respectively, net of issuance costs and fair value of embedded derivative     —     15,631  
Stockholders' equity:              
  Preferred stock, $.01 par value:              
    Series A convertible preferred stock: authorized 894,585 shares; issued and outstanding—none     —     —  
    Series B convertible preferred stock: authorized 156,416 shares; issued and outstanding 70,000 and 112,000 shares, respectively (liquidation preference of $3.5 million and $5.6 million, respectively)     1     1  
  Common stock, $.01 par value:              
    Authorized 20,000,000 shares; issued and outstanding 14,327,224 and 13,911,212 shares, respectively     143     139  
  Additional paid-in capital     62,165     63,642  
  Accumulated other comprehensive income     8,667     6,452  
  Accumulated deficit     (59,938 )   (62,538 )
   
 
 
    Total stockholders' equity     11,038     7,696  
   
 
 
    Total liabilities, redeemable convertible preferred stock and stockholders' equity   $ 504,702   $ 540,159  
   
 
 

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

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CLEAN HARBORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 
   For the years ended December 31,
  
 
   2004
   (Restated)
2003
   (Restated)
2002
  
Cash flows from operating activities:                    
  Net income (loss)   $ 2,600   $ (17,600 ) $ (28,447 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                    
  Depreciation and amortization     24,094     26,482     15,508  
  Loss on refinancings     7,099     —     24,658  
  Allowance for doubtful accounts     1,232     2,439     842  
  Amortization of deferred financing costs     2,294     2,467     899  
  Accretion of environmental liabilities     10,394     11,114     1,199  
  Amortization of debt discount     77     —     388  
  Deferred income taxes     381     (620 )   1,676  
  (Gain) loss on sale of fixed assets     (724 )   292     24  
  Stock options expensed     35     29     166  
  (Gain) loss on embedded derivative     1,590     379     (129 )
  Foreign currency (gain) loss on intercompany transactions     (88 )   996     —  
  Cumulative effect of change in accounting principle, net of taxes     —     66     —  
  Changes in assets and liabilities, net of acquisition:                    
    Accounts receivable     (6,058 )   20,265     (9,679 )
    Unbilled accounts receivable     4,429     4,539     (9,695 )
    Deferred costs     538     (838 )   (4,433 )
    Prepaid expenses     (4,781 )   14     (5,277 )
    Supplies inventories     (1,261 )   705     456  
    Other assets     3,714     (1,632 )   1,025  
    Accounts payable     9,249     2,923     12,201  
    Closure, post-closure and remedial liabilities     (13,030 )   (8,268 )   (817 )
    Deferred revenue     (1,086 )   (2,121 )   8,693  
    Accrued disposal costs     910     (72 )   (5,060 )
    Other accrued expenses     11,586     (3,387 )   237  
    Income taxes payable     (734 )   685     1,214  
   
 
 
 
    Net cash provided by operating activities     52,460     38,857     5,649  
   
 
 
 
Cash flows from investing activities:                    
  Acquisition of CSD assets     —     7,890     (44,217 )
  Additions to property, plant and equipment     (26,343 )   (34,832 )   (12,460 )
  Cost of restricted investments purchased     (4,390 )   (34,881 )   (60,256 )
  Proceeds from sales of restricted investments     93,207     6,573     792  
  Purchases of marketable securities     (90,725 )   —     —  
  Sales of marketable securities     73,925     —     —  
  Proceeds from sale of fixed assets     2,184     2,252     402  
  Increase in permits     (227 )   —     —  
   
 
 
 
    Net cash provided by (used in) investing activities     47,631     (52,998 )   (115,739 )
   
 
 
 
                     

91

Cash flows from financing activities:                    
  Repayments on Senior Loans     (107,209 )   (7,791 )   —  
  Issuance of Senior Secured Notes or Senior Loans     148,045     —     115,000  
  Net borrowings (repayments) under revolving credit facility     (35,168 )   17,450     17,709  
  Issuance of Series C preferred stock and embedded derivative     —     —     25,000  
  Issuance costs of Series C preferred stock     —     —     (2,891 )
  Redemption of Series C preferred stock     (25,000 )   —     —  
  Payments on long-term obligations     —     —     (21,424 )
  Change in uncashed checks     419     (1,312 )   3,049  
  Proceeds from exercise of stock options     386     520     982  
  Dividend payments on preferred stock     (2,187 )   (974 )   (536 )
  Deferred financing costs incurred     (10,289 )   (1,727 )   (8,222 )
  Proceeds from employee stock purchase plan     487     542     274  
  Payments on capital leases     (1,476 )   (839 )   —  
  Issuance of Subordinated Loans     —     —     40,000  
  Repayment of Subordinated Notes or Subordinated Loans     (40,000 )   —     (35,000 )
  Borrowings on Term Notes     —     —     3,200  
  Debt extinguishment payments     (3,420 )   —     (20,048 )
  Cash paid in lieu of warrants     (363 )   —     —  
   
 
 
 
    Net cash provided by (used in) financing activities     (75,775 )   5,869     117,093  
   
 
 
 
Increase (decrease) in cash and cash equivalents     24,316     (8,272 )   7,003  
Effect of exchange rate change on cash     434     921     (36 )
Cash and cash equivalents, beginning of year     6,331     13,682     6,715  
   
 
 
 
Cash and cash equivalents, end of year   $ 31,081   $ 6,331   $ 13,682  
   
 
 
 
Supplemental information:                    
Cash payments for interest and income taxes:                    
  Interest, net   $ 13,020   $ 19,659   $ 9,451  
  Income taxes, net     2,772     3,943     2,683  
Non-cash investing and financing activities:                    
  Stock dividend on preferred stock   $ 224   $ 224   $ —  
  Property, plant and equipment accrued     1,309     1,943     3,366  
  New capital lease obligations     1,847     3,785     1,756  

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

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CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

 
   Series B
Preferred Stock
    
    
    
    
    
    
    
  
 
   Common Stock
    
    
    
   (Restated)
Retained
Earnings/
(Accumulated
Deficit)
    
  
 
    
   (Restated)
Comprehensive
Income
(Loss)
   Accumulated
Other
Comprehensive
Income (Loss)
   (Restated)
Total
Stockholders'
Equity
  
 
   Number of
Shares
   $0.01 Par
Value
   Number of
Shares
   $0.01 Par
Value
   Additional
Paid-in
Capital
  
Balance at December 31, 2001   112   $ 1   11,485   $ 115   $ 64,838         $ —   $ (16,491 ) $ 48,463  
  Net loss   —     —   —     —     —   $ (28,447 )   —     (28,447 )   (28,447 )
  Foreign currency translation   —     —   —     —     —     (396 )   (396 )   —     (396 )
                             
                   
  Comprehensive loss   —     —   —     —     —   $ (28,843 )   —     —     —  
                             
                   
  Preferred stock dividends:                                                    
    Series B   —     —   —     —     (448 )         —     —     (448 )
    Series C   —     —   —     —     (462 )         —     —     (462 )
  Exercise of warrants   —     —   281     3     (3 )         —     —     —  
  Issuance of warrants   —     —   —     —     668           —     —     668  
  Stock option expense   —     —   —     —     166           —     —     166  
  Exercise of stock options   —     —   478     4     979           —     —     983  
  Employee stock purchase plan   —     —   63     1     273           —     —     274  
  Accretion of preferred stock discount and issuance costs   —     —   —     —     (381 )         —     —     (381 )
   
 
 
 
 
       
 
 
 
Balance at December 31, 2002   112   $ 1   12,307   $ 123   $ 65,630         $ (396 ) $ (44,938 ) $ 20,420  
  Net loss   —     —   —     —     —   $ (17,600 )   —     (17,600 )   (17,600 )
  Foreign currency translation   —     —   —     —     —     6,848     6,848     —     6,848  
                             
                   
  Comprehensive loss   —     —   —     —     —   $ (10,752 )   —     —     —  
                             
                   
  Preferred stock dividends:                                                    
    Series B   —     —   35     —     (224 )         —     —     (224 )
    Series C   —     —   —     —     (1,517 )         —     —     (1,517 )
  Exercise of warrants   —     —   1,236     12     (12 )         —     —     —  
  Stock option expense   —     —   —     —     29           —     —     29  
  Exercise of stock options   —     —   247     3     517           —     —     520  
  Employee stock purchase plan   —     —   86     1     541           —     —     542  
  Accretion of preferred stock discount and issuance costs   —     —   —     —     (1,322 )         —     —     (1,322 )
   
 
 
 
 
       
 
 
 
Balance at December 31, 2003   112   $ 1   13,911   $ 139   $ 63,642         $ 6,452   $ (62,538 ) $ 7,696  

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CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

 
   Series B
Preferred Stock
    
    
    
    
    
    
    
  
 
   Common Stock
    
    
    
   (Restated)
Retained
Earnings/
(Accumulated
Deficit)
    
  
 
    
   (Restated)
Comprehensive
Income
(Loss)
   Accumulated
Other
Comprehensive
Income (Loss)
   (Restated)
Total
Stockholders'
Equity
  
 
   Number of
Shares
   $0.01 Par
Value
   Number of
Shares
   $0.01 Par
Value
   Additional
Paid-in
Capital
  
Balance at December 31, 2003                                                    
  Net income   —     —   —     —     —   $ 2,600     —     2,600     2,600  
  Foreign currency translation   —     —   —     —     —     2,215     2,215     —     2,215  
                             
                   
  Comprehensive loss   —     —   —     —     —   $ 4,815     —     —     —  
                             
                   
  Preferred stock dividends:                                                    
    Series B   —     —   28     —     (182 )         —     —     (182 )
    Series C   —     —   —     —     (821 )         —     —     (821 )
  Conversion of Series B preferred stock   (42 )   —   127     1     (1 )         —     —     —  
  Issuance of warrants   —     —   —     —     9,193           —     —     9,193  
  Stock option expense   —     —   —     —     35           —     —     35  
  Exercise of stock options   —     —   173     2     384           —     —     386  
  Employee stock purchase plan   —     —   88     1     486           —     —     487  
  Loss on redemption of Series C preferred stock   —     —   —     —     (9,864 )         —     —     (9,864 )
  Accretion of preferred stock discount and issuance costs   —     —   —     —     (707 )         —     —     (707 )
   
 
 
 
 
       
 
 
 
Balance at December 31, 2004   70   $ 1   14,327   $ 143   $ 62,165         $ 8,667   $ (59,938 ) $ 11,038  
   
 
 
 
 
       
 
 
 

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

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CLEAN HARBORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) OPERATIONS

        Clean Harbors, Inc., through its subsidiaries (collectively, the "Company"), is managed in two segments, Technical Services and Site Services, which provide a wide range of environmental services and solutions to a diversified customer base in the United States, Canada, Mexico and Puerto Rico. The Company's shares of common stock trade on the Nasdaq National Market under the symbol: CLHB. Following the acquisition described below, the Company became one of the largest providers of environmental services and the largest operator of hazardous waste treatment facilities in North America. The Company has a network of more than 100 service locations, including 48 active hazardous waste management properties. These properties include five incineration facilities, nine commercial landfills, seven wastewater treatment facilities, 20 treatment, storage and disposal facilities ("TSDFs"), and seven locations specializing in PCB management and oil storage and recycling. Some properties offer multiple capabilities. In addition, the Company has 61 service centers, satellite and support locations and has eight corporate and regional offices. These properties are located in 36 states, six Canadian provinces, Mexico and Puerto Rico.

(2) RESTATEMENT OF FINANCIAL STATEMENTS

        The Company has restated its financial statements for the years ended December 31, 2003 and 2002 to correct errors relating to estimated self-insured workers' compensation and motor vehicle liability claims.

        The Company's previous methodology for estimating its self-insured workers' compensation and motor vehicle insurance claims resulted in an understatement of its self-insured liabilities because negative trends inherent in these types of liabilities were not considered in calculating the self-insured liabilities. The new methodology is an actuarial-based method versus the specific reserve method previously used. For the years ended December 31, 2003 and 2002, the impact of the restatements resulting from correcting its self-insured liabilities on net loss and basic and diluted loss per share attributable to common shareholders is as follows (in thousands except per share amounts):

 
   2003
   2002
  
Net loss as previously reported   $ (17,345 ) $ (28,191 )
Restatement adjustment to cost of revenues     (255 )   (256 )
   
 
 
Net loss as restated   $ (17,600 ) $ (28,447 )
   
 
 
Basic and diluted loss per share attributable to common shareholders previously reported   $ (1.52 ) $ (2.42 )
Restatement adjustment     (0.02 )   (0.02 )
   
 
 
Basic and diluted loss per share attributable to common shareholders as restated   $ (1.54 ) $ (2.44 )
   
 
 

        The adjustments for the years ended December 31, 2003 and 2002 did not change the amount of income tax expense previously recorded for those periods.

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        For the year ended December 31, 2003, the impact on other accrued expenses resulting from the correction is as follows (in thousands):

 
   2003
Other accrued expenses as previously reported   $ 32,240
Restatement adjustment     1,617
   
Other accrued expenses as restated   $ 33,857
   

        At December 31, 2003 and 2002, the impact of this restatement on accumulated deficit is as follows (in thousands):

 
   2003
   2002
  
Accumulated deficit as previously reported   $ (60,921 ) $ (43,576 )
Restatement adjustment     (1,617 )   (1,362 )
   
 
 
Accumulated deficit as restated   $ (62,538 ) $ (44,938 )
   
 
 

        The restatements had no effect on net cash provided by operating activities. The primary statements and footnotes have been restated as applicable, including: Consolidated Statements of Operations; Consolidated Balance Sheets; Consolidated Statements of Cash Flows; Consolidated Statements of Stockholders' Equity; Note 4, "Significant Accounting Policies;" Note 9, "Other Accrued Expenses;" Note 16, "Income Taxes;" Note 17, "Earnings (Loss) Per Share;" Note 23, "Segment Reporting;" and Note 24, "Quarterly Data."

(3) ACQUISITION

        Effective September 7, 2002, the Company purchased from Safety-Kleen Services, Inc. (the "Seller") and certain of the Seller's domestic subsidiaries substantially all of the assets of the Chemical Services Division (the "CSD") of Safety-Kleen Corp. ("Safety-Kleen"). The CSD acquisition is included in the Company's results of operations since the acquisition date. The sale included the operating assets of certain of the Seller's subsidiaries in the United States and the stock of five of the Seller's subsidiaries in Canada.

        The assets of the CSD (including the assets of the CSD Canadian Subsidiaries) acquired by the Company consist primarily of 44 hazardous waste treatment and disposal facilities including, among others, 22 transportation, storage or disposal facilities (six of which have since been closed by the Company), six wastewater treatment facilities (one of which has since been closed by the Company), nine commercial landfills and four incineration facilities. Such facilities are located in 30 states, Puerto Rico, six Canadian provinces and Mexico. The most significant of such facilities include landfills in Buttonwillow, California with approximately 10.0 million cubic yards of remaining capacity, in Lambton, Ontario with approximately 8.9 million cubic yards of remaining capacity, which is the largest of the total of three hazardous waste landfills in Canada, and in Waynoka, Oklahoma with approximately 1.5 million cubic yards of remaining capacity; and incinerators in Deer Park, Texas which is the largest hazardous waste incineration facility in the United States, and in Aragonite, Utah. Additional significant facilities are the incinerators in Mercier, Quebec and Lambton, Ontario. The acquired assets

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do not include Safety-Kleen's Pinewood landfill in South Carolina, which Safety-Kleen had previously operated as part of the CSD.

        The primary reasons for the acquisition of the CSD assets were to broaden the Company's disposal capabilities and geographic reach, particularly in the West Coast and Southwest regions of the United States, in Canada and in Mexico, and to significantly expand the Company's network of hazardous waste disposal facilities. In addition, the Company believed that the acquisition of the CSD's hazardous waste facilities in new geographic areas would allow the Company to expand its site and industrial services which in turn could increase the utilization and profitability of the facilities. Finally, the Company believed that the acquisition would result in significant cost savings by allowing the Company to treat hazardous waste internally, for which the Company previously paid third parties to dispose of hazardous waste because the Company lacked the facilities required to dispose of the waste internally.

        In accordance with the Acquisition Agreement between the Seller and the Company dated February 22, 2002, as amended through September 6, 2002, the Company purchased the assets of the CSD for $26.6 million in net cash, and incurred direct costs related to the transaction of $9.7 million for a total purchase price of $36.3 million. In addition, the Company assumed with the transaction certain environmental liabilities valued at $184.5 million.

        The Company has allocated the total purchase price for the CSD assets based upon the estimated fair value of each asset acquired and each liability assumed. The following table shows the final allocation of the purchase price and direct costs incurred among the assets acquired, liabilities assumed, and liabilities accrued relating to the CSD assets acquired (in thousands):

 
   Acquired Assets and
Liabilities as Revised
December 31, 2003
  
Current assets   $ 101,604  
Property, plant and equipment     100,804  
Intangible assets     72,659  
Deferred taxes     5,670  
Other assets     1,888  
Current closure, post-closure and remedial liabilities     (9,076 )
Other current liabilities     (54,749 )
Closure, post-closure and remedial liabilities, long-term     (175,473 )
Other long-term liabilities     (7,000 )
   
 
Cost of CSD assets acquired   $ 36,327  
   
 
Cash purchase price   $ 26,580  
Estimated transaction costs     9,747  
   
 
Cost of CSD assets acquired   $ 36,327  
   
 

        The Company engaged an independent appraisal firm to assist in determining the fair values of the property, plant, equipment and intangible assets, which were acquired as part of the assets of the CSD. Intangible assets recorded at $72.6 million consist of $68.2 million of permits and $4.4 million of customer profile databases. The valuation for intangible assets was based on discounted cash flows from operations of the acquired facilities to which those permits and customer profile databases relate. The

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Company concluded that the intangible assets acquired have finite lives and will amortize these assets over their estimated useful lives. As the fair value of the assets acquired from the CSD is higher than the purchase price paid, the Company reduced the recorded value of the fixed assets and intangible assets as of the acquisition date by $302.5 million in order to record the assets at cost as required by generally accepted accounting principles in the United States after adjusting for changes in estimates. The Company allocated $12.7 million of the purchase price to properties held for sale as discussed in Note 6.

        In connection with the acquisition of the CSD assets, the Company recorded integration liabilities of $11.9 million (after giving effect to subsequent net changes in estimates) which consisted primarily of lease costs, severance, closure, post-closure, remedial and other exit costs to close duplicative facilities and functions. Groups of employees severed and to be severed consist primarily of duplicative selling, general and administrative personnel and personnel at offices which were closed. The following table summarizes the purchase accounting liabilities recorded in connection with the acquisition of the CSD assets (dollars in thousands):

 
   Severance
   Facilities
    
    
  
 
   Number of
Employees
   Liability
   Number of
Facilities
   Liability
   Other
Liability
   Total
Liability
  
Original reserve established   461   $ 9,076   12   $ 3,604   $ 528   $ 13,208  
Net change in estimate   —     —   —     (59 )   (206 )   (265 )
Utilized through December 31, 2002   (238 )   (4,300 ) (2 )   (15 )   (92 )   (4,407 )
   
 
 
 
 
 
 
Balance December 31, 2002   223     4,776   10     3,530     230     8,536  
Net change in estimate   93     (228 ) (1 )   (205 )   77     (356 )
Interest accretion   —     —   —     416     —     416  
Utilized year ended December 31, 2003   (264 )   (3,872 ) —     (810 )   (307 )   (4,989 )
   
 
 
 
 
 
 
Balance December 31, 2003   52     676   9     2,931     —     3,607  
Net change in estimate   (41 )   (246 ) —     (423 )   —     (669 )
Interest accretion   —     —   —     221     —     221  
Utilized year ended December 31, 2004   (6 )   (402 ) (1 )   (1,021 )   —     (1,423 )
   
 
 
 
 
 
 
Balance December 31, 2004   5   $ 28   8   $ 1,708   $ —   $ 1,736  
   
 
 
 
 
 
 

        The balance of purchase accounting liabilities at December 31, 2004 of $1.7 million consists almost entirely of long-term closure, post-closure and remedial liabilities.

(4) SIGNIFICANT ACCOUNTING POLICIES

        The accompanying Consolidated Financial Statements of the Company reflect the application of certain significant accounting policies as described below:

        The accompanying consolidated statements include the accounts of Clean Harbors, Inc. and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

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        Revenues from waste processing are recognized upon treatment, landfill or incineration of the waste at a Company-owned site or when the waste is shipped to a third party for processing and disposal. Revenues from waste that is not yet completely processed and the related costs are deferred until services are completed. Revenue from cost plus, fixed fee, and fixed unit price contracts relating to site services, CleanPack® services and transportation services are recorded as costs are incurred or units are completed and include estimated fees earned according to the terms of the contracts. Revenue is recognized on contracts with retainage when services have been rendered and collectibility is reasonably assured.

        Concentration of credit risks in accounts receivable is limited due to the large number of customers comprising the Company's customer base throughout North America. The Company performs periodic credit evaluations of its customers. The Company establishes an allowance for uncollectible accounts based on the credit risk applicable to particular customers, historical trends and other relevant information.

        There are two components of income tax expense, current and deferred. Current income tax expense approximates cash to be paid or refunded for taxes for the applicable period. Deferred tax assets and liabilities are determined based upon the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. Deferred tax expense or benefit is the result of changes between deferred tax assets and liabilities.

        A valuation allowance is established when, based on an evaluation of objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized.

        Basic EPS is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all potentially dilutive common shares that were outstanding during the period.

        The Companies operations are managed in two segments, Technical Services and Site Services. The Company operates within the United States, Puerto Rico, Canada and Mexico and no individual customer accounts for more than 5% of revenues.

        The Company considers all highly liquid instruments purchased with original maturities of less than three months to be cash equivalents.

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        The Company's cash management program with its revolving credit lender allows maintenance of a zero balance in the U.S. bank accounts that are used to issue vendor and payroll checks. The checks are covered from availability under the revolving line of credit when the checks are presented for payment. The program can result in checks outstanding in excess of bank balances in the disbursement accounts. When checks are presented to the bank for payment, cash deposits in amounts sufficient to fund the checks are made from funds provided under the terms of the Company's revolving credit facility. Uncashed checks are checks that have been sent to either vendors or employees but have not yet been presented for payment at the Company's bank.

        Marketable securities consist primarily of auction bond securities which are readily marketable and are held for working capital purposes. Accordingly, the Company has classified its investments as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax reported as a component of stockholders' equity. The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such classification as of each balance sheet date.

        Parts and supplies inventories consist primarily of supplies and repair parts, which are stated at the lower of cost or market. The Company periodically reviews its inventories for obsolete or unsaleable items and adjusts its carrying value to reflect estimated realizable values.

        Property, plant and equipment are stated at cost and include amounts capitalized under capital lease obligations. Expenditures for major renewals and improvements which extend the life or usefulness of the asset are capitalized. Items of an ordinary repair or maintenance nature, as well as major maintenance activities at incinerators, are charged directly to operating expense as incurred. During the construction and development period of an asset, the costs incurred, including applicable interest costs, are classified as construction-in-progress. Once an asset has been completed and placed in service, it is transferred to the appropriate category and depreciation commences. In addition, the Company capitalizes applicable interest costs associated with partially developed landfill sites, which are included in landfill assets. No interest was capitalized to landfill assets for the years ended December 31, 2004, 2003 or 2002.

        The Company develops software internally for its own use. Development and implementation costs are expensed until the Company has determined that the software will result in probable future economic benefits and management has committed to funding the project. Thereafter, all direct costs of material and services, and payroll-related costs of employees working solely on development of the software portion of the project are capitalized. Capitalized costs of the software are amortized using the straight-line method over the remaining estimated useful lives. The Company capitalized costs for internally developed software of $0.2 million, $0.4 million, and $1.1 million for the years ended December 31, 2004, 2003, and 2002, respectively.

        Depreciation and amortization of capitalized software costs amounted to $0.5 million, $0.8 million and $0.4 million for the years ended December 31, 2004, 2003, and 2002, respectively.

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        Permits consist of the value of permits acquired through acquisition and environmental cleanup costs that improve facilities, as compared with the condition of that property when originally acquired.

        Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," requires that an impairment in the carrying value of long-lived assets be recognized when the expected future undiscounted cash flows derived from the assets are less than its carrying value. For the years ended December 31, 2004, 2003 and 2002, the Company recorded no impairment charge related to long-term assets.

        Depreciation and amortization of other property, plant and equipment is provided on a straight-line basis over their estimated useful lives, with the exception of landfill and deep injection well assets which are depreciated on a units-of-consumption basis. Leasehold improvements are capitalized and amortized over the shorter of the life of the lease or the asset.

        The Company depreciates and amortizes the cost of these assets, using the straight-line method as follows:

Asset Classification
   Estimated
Useful
Life
Capitalized software   3 years
Buildings and improvements   5–35 years
Leasehold improvements   Shorter of lease term or 10 years
Vehicles and equipment   3–20 years
Furniture and fixtures   5–8 years

        Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is reflected in other income (expense).

        Goodwill, permits and customer profile database, as further discussed in Note 8, are stated at cost. Permits are amortized over periods ranging from 5 to 30 years. The customer profile database is amortized over five years. SFAS No. 142, "Goodwill and Other Intangible Assets," requires that ratable amortization be replaced with periodic tests of the carrying value of goodwill. The Company recorded no amortization related to goodwill for the years ended December 31, 2004, 2003 and 2002. The Company tested goodwill for impairment as of December 31, 2004, 2003 and 2002, using the criteria set forth under SFAS No. 142. For the years ended December 31, 2004, 2003 and 2002, the Company recorded no impairment charge for goodwill.

        Deferred financing costs are amortized over the life of the related debt instrument. Amortization expense is included in interest expense in the statements of operations.

        Effective January 1, 2003, the Company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires companies to record the fair value of a liability for an asset

101

retirement obligation in the period in which it is incurred. When a liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period using the Company's credit-adjusted risk-free interest rate, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. SFAS No. 143 requires upon initial application that companies reflect in their balance sheet: (1) liabilities for any existing asset retirement obligations adjusted for cumulative accretion to the date of adoption of the Statement, (2) asset retirement costs capitalized as an increase to the carrying amount of the associated long-lived asset, and (3) accumulated depreciation on that capitalized cost adjusted for accumulated depreciation to the date of adoption of the Statement. The cumulative effect of initially applying SFAS No. 143 in the year ended December 31, 2003 was recorded as a change in accounting principle which requires that a cumulative effect adjustment be recorded in the statement of operations.

        The principal changes from the Company's implementation of SFAS No. 143 were: (1) a reduction in accrued landfill closure and post-closure obligations due to discounting the accruals at the Company's then credit-adjusted risk-free interest rate of 14.0% as required under SFAS No. 143, instead of discounting the accruals at the risk-free interest rate of 4.9% used under purchase accounting at December 31, 2002, (2) a reduction in accrued financial assurance for closure and post-closure care of the facilities which is now expensed in the period incurred under SFAS No. 143, and (3) reductions in the closure and post-closure obligations due to discounting at the credit-adjusted risk-free rate previously undiscounted accrued cell closure costs. These reductions were partly offset by new closure and post-closure obligations recorded for operating non-landfill facilities determined under various probability scenarios as to when operating permits might be surrendered in the future and using the credit-adjusted risk-free rate. The reduction in the value of liabilities assumed in the CSD acquisition from the implementation of SFAS No. 143 of $46.7 million resulted in a corresponding reduction in the value allocated to the assets acquired (see Note 3, "Acquisition"). The implementation also resulted in a net of tax cumulative-effect adjustment of $66 thousand recorded in the statement of operations for the year ended December 31, 2003. This adjustment was comprised of an increase to asset retirement obligations of $1.8 million and an increase to net asset retirement costs of $1.7 million.

        Closure and post-closure costs incurred are increased for inflation (1.15% and 2.0% for closure and post-closure liabilities incurred in the years ended December 31, 2004 and 2003, respectively) and discounted at the Company's credit-adjusted risk-free interest rate (12.5% and 14.0% for closure and post-closure liabilities incurred in the years ended December 31, 2004 and 2003, respectively). Under SFAS No. 143, the cost of financial assurance for the closure and post-closure care periods cannot be accrued but rather is a period cost. Under SFAS No. 143, the cost of financial assurance is considered in the determination of the credit-adjusted risk-free interest rate used to discount the closure and post-closure obligations.

        Landfill Accounting—The Company utilizes the life cycle method of accounting for landfill costs and the units-of-consumption method to amortize landfill construction and asset retirement costs and record closure and post-closure obligations over the estimated useful life of a landfill. Under this method, the Company includes future estimated construction and asset retirement costs, as well as costs

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incurred to date, in the amortization base. In addition, the Company includes probable expansion airspace that has yet to be permitted in the calculation of the total remaining useful life of the landfill.

        Landfill assets—Landfill assets include the costs of landfill site acquisition, permitting, preparation and improvement. These amounts are recorded at cost, which includes capitalized interest as applicable. Landfill assets, net of amortization, are combined with management's estimate of the costs required to complete construction of the landfill to determine the amount to be amortized over the remaining estimated useful economic life of a site. Amortization of landfill assets is recorded on a units-of-consumption basis, such that the landfill assets should be completely amortized at the date the landfill ceases accepting waste. Changes in estimated costs to complete construction are applied prospectively to the amortization rate.

        Amortization of cell construction costs and accrual of cell closure obligations—Landfills are typically comprised of a number of cells, which are constructed within a defined acreage (or footprint). The cells are typically discrete units, which require both separate construction and separate capping and closure procedures. Cell construction costs are the costs required to excavate and construct the landfill cell. These costs are typically amortized on a units-of-consumption basis, such that they are completely amortized when the specific cell ceases accepting waste. In some instances, the Company has landfills that are engineered and constructed as "progressive trenches." In progressive trench landfills, a number of contiguous cells form a progressive trench. In those instances, the Company amortizes cell construction costs over the airspace within the entire trench, such that the cell construction costs will be fully amortized at the end of the trench useful life.

        The design and construction of a landfill does not create a landfill asset retirement obligation. Rather, the asset retirement obligation for cell closure (the cost associated with capping each cell) is incurred in relatively small increments as waste is placed in the landfill. Therefore, the cost required to construct the cell cap is capitalized as an asset retirement cost and a liability of an equal amount is established, based on the discounted cash flow associated with each capping event, as airspace is consumed. Spending for cell capping is reflected as a change in liabilities within operating activities in the statement of cash flows.

        Landfill final closure and post-closure liabilities—The Company has material financial commitments for the costs associated with requirements of the United States Environmental Protection Agency (the "EPA") and the comparable regulatory agency in Canada for landfill final closure and post-closure activities. In the United States, the landfill final closure and post-closure requirements are established under the standards of the EPA, and are implemented and applied on a state by state basis. Estimates for the cost of these activities are developed by the Company's engineers, accountants and external consultants, based on an evaluation of site-specific facts and circumstances, including the Company's interpretation of current regulatory requirements and proposed regulatory changes. Such estimates may change in the future due to various circumstances including, but not limited to, permit modifications, changes in legislation or regulations, technological changes and results of environmental studies.

        Final closure costs include the costs required to cap the final cell of the landfill (if not included in cell closure) and the costs required to dismantle certain structures for landfills and other landfill improvements. In addition, final closure costs include regulation-mandated groundwater monitoring, leachate management and other costs incurred in the closure process. Post-closure costs include substantially all costs that are required to be incurred subsequent to the closure of the landfill,

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including, among others, groundwater monitoring and leachate management. Regulatory post-closure periods are generally 30 years after landfill closure. Final closure and post-closure obligations are discounted. Final closure and post-closure obligations are accrued on a units-of-consumption basis, such that the present value of the final closure and post-closure obligations are fully accrued at the date the landfill discontinues accepting waste.

        For landfills purchased, the Company assessed and recorded the present value of the estimated closure and post-closure liability based upon the estimated final closure and post-closure costs and the percentage of airspace consumed as of the purchase date. Thereafter, the difference between the liability recorded at the time of acquisition and the present value of total estimated final closure and post-closure costs to be incurred is accrued prospectively on a units-of-consumption basis over the estimated useful economic life of the landfill.

        Landfill capacity—Landfill capacity, which is the basis for the amortization of landfill assets and for the accrual of final closure and post-closure obligations, represents total permitted airspace plus unpermitted airspace that management believes is probable of ultimately being permitted based on established criteria. The Company applies a comprehensive set of criteria for evaluating the probability of obtaining a permit for future expansion airspace at existing sites, which provides management a sufficient basis to evaluate the likelihood of success of unpermitted expansions. Those criteria are as follows:

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        Exceptions to the criteria set forth above may be approved through a landfill-specific approval process that includes approval from the Company's Chief Financial Officer and review by the Audit Committee of the Board of Directors. As of December 31, 2004, there were three unpermitted expansions included in the Company's landfill accounting model, which represents 32.4% of the Company's remaining airspace at that date. Of these expansions, two do not represent exceptions to the Company's established criteria. In March 2004, the Chief Financial Officer approved and the Audit Committee of the Board of Directors reviewed the inclusion of 7.8 million cubic yards of unpermitted airspace in highly probable airspace because it was determined that the airspace was highly probable even though the permit application will not be submitted within the next year. All of the other criteria were met for the inclusion of this airspace in highly probable airspace.

        As of December 31, 2004, the Company had 11 active landfill sites (including the Company's two non-commercial landfills), which have estimated remaining lives (based on anticipated waste volumes and remaining highly probable airspace) as follows:

 
    
    
   Remaining Highly Probable Airspace
(cubic yards) (in thousands)
Facility Name
    
   Remaining
Lives
(Years)
  Location
   Permitted
   Unpermitted
   Total
Altair   Texas   2   63   —   63
Buttonwillow   California   44   10,018   —   10,018
Deer Park   Texas   23   587   —   587
Deer Trail   Colorado   51   513   —   513
Grassy Mountain   Utah   24   761   1,366   2,127
Kimball   Nebraska   23   483   —   483
Lambton   Ontario   51   1,061   7,847   8,908
Lone Mountain   Oklahoma   18   1,463   —   1,463
Ryley   Alberta   29   1,111   —   1,111
Sawyer   North Dakota   40   449   —   449
Westmorland   California   68   2,732   —   2,732
           
 
 
            19,241   9,213   28,454
           
 
 

        The Company had 2.9 million cubic yards of permitted, but not highly probable, airspace as of December 31, 2004. Permitted, but not highly probable, airspace is permitted airspace the Company currently does not expect to utilize; therefore, this airspace has not been included in the above table.

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        The following table presents the remaining highly probable airspace from December 31, 2002 through December 31, 2004 (in thousands):

 
   Highly
Probable
Airspace
(cubic yards)
  
Remaining capacity at December 31, 2002   25,288  
Addition of highly probable airspace   4,280  
Consumed during 2003   (687 )
Change in estimate   150  
   
 
Remaining capacity at December 31, 2003   29,031  
Addition of highly probable airspace   141  
Consumed during 2004   (780 )
Change in estimate   62  
   
 
Remaining capacity at December 31, 2004   28,454  
   
 

        Non-landfill closure costs include costs required to dismantle and decontaminate certain structures and other costs incurred during the closure process. Post-closure costs, if required, include associated maintenance and monitoring costs and financial assurance costs as required by the closure permit. Post-closure periods are performance-based and are not generally specified in terms of years in the closure permit, but may generally range from 10 to 30 years or more.

        Remedial liabilities, including Superfund liabilities, include the costs of removal or containment of contaminated material, the treatment of potentially contaminated groundwater and maintenance and monitoring costs necessary to comply with regulatory requirements. SFAS No. 143 applies to asset retirement obligations that arise from normal operations. Almost all of the Company's remedial liabilities were assumed as part of the acquisition of the CSD from Safety-Kleen Corp, and the Company believes that the remedial obligations did not arise from normal operations.

        Remedial liabilities are discounted only when the timing of the payments is estimable and the amounts are determinable. The Company's experience has been that the timing of the payments is not usually estimable so, generally, remedial liabilities are not discounted. However, under purchase accounting, acquired liabilities are recorded at fair value, which requires taking into consideration inflation and discount factors. Accordingly, as of the acquisition date, the Company recorded the remedial liabilities assumed as part of the acquisition of the CSD at their fair value, which was calculated by inflating costs in current dollars using an estimate of future inflation rates as of the acquisition date until the expected time of payment, then discounted to its present value using a

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risk-free discount rate as of the acquisition date. Subsequent to the acquisition, discounts were and will be applied to the environmental liabilities as follows:

        The Company records claims for recovery from third parties relating to remedial liabilities only when realization of the claim is probable. The gross remedial liability is recorded separately from the claim for recovery on the balance sheet. At December 31, 2004 and 2003, the Company had recorded no such claims.

        Foreign subsidiary balances are translated according to the provisions of SFAS No. 52, "Foreign Currency Translation." The functional currency of each foreign subsidiary is its respective local currency. Assets and liabilities are translated to U.S. dollars at the exchange rate in effect at the balance sheet date and revenue and expenses at the average exchange rate for the period. Gains and losses from the translation of the consolidated financial statements of the foreign subsidiaries into U.S. dollars are included in stockholders' equity as a component of other comprehensive income. Gains and losses resulting from foreign currency transactions are recognized in the accompanying consolidated statements of operations. Recorded balances that are denominated in a currency other than the functional currency are adjusted to the functional currency using the exchange rate at the balance sheet date.

        The Company utilizes letters of credit to provide collateral assurance to regulatory authorities that certain funds will be available for closure of Company facilities. In addition, the Company utilizes letters of credit to provide collateral for casualty insurance programs, to provide collateral for the vehicle lease line and to provide collateral for a transportation permit. As of December 31, 2004 and 2003, the Company had outstanding letters of credit amounting to $90.5 million and $87.1 million, respectively.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported

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amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

        The Company applies Accounting Principles Board ("APB") Opinion No. 25 and related Interpretations in accounting for its stock-based employee compensation plans. SFAS No. 123, "Accounting for Stock-Based Compensation," defines a fair value method of accounting for stock options and other instruments. Under the fair value method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company elected to continue to apply the accounting provisions of APB Opinion No. 25 for stock options. Accordingly, no stock-based employee compensation cost is reflected in net loss attributable to common shareholders, as all options granted under those plans have an exercise price equal to the market value of the underlying common stock on the date of the grant. Had compensation cost for the Company's stock option grants been determined based on the fair value at the grant dates, as calculated in accordance with SFAS No. 123, the Company's net loss and net loss per common share for the years ended December 31, 2004, 2003 and 2002 would approximate the following pro forma amounts as compared to the amounts reported (in thousands except for per share amounts):

 
    
   (Restated)
   (Restated)
  
 
   2004
   2003
   2002
  
Net loss attributable to common shareholders   $ (9,198 ) $ (20,887 ) $ (29,738 )
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects     1,993     1,840     656  
   
 
 
 
Pro forma net loss   $ (11,191 ) $ (22,727 ) $ (30,394 )
   
 
 
 
Loss per share:                    
  Basic as reported   $ (0.65 ) $ (1.54 ) $ (2.44 )
  Basic pro forma     (0.79 )   (1.68 )   (2.49 )
  Diluted as reported     (0.65 )   (1.54 )   (2.44 )
  Diluted pro forma     (0.79 )   (1.68 )   (2.49 )

        Certain reclassifications have been made in the prior years' Consolidated Financial Statements to conform to the 2004 presentation.

        In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities," which was revised in December 2003 as FIN 46R. FIN 46R further explains how to identify a Variable Interest Entity ("VIE") and how to determine when a business enterprise should include the assets, liabilities, noncontrolling interest and results of the VIE in its financial statements. FIN 46R is required in financial statements of public entities that have interests in structures that are commonly referred to as special purpose entities.

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FIN 46R had no material impact on the Company's results of operations since the Company has no special purpose entities.

        In December 2003, the FASB issued a revision to SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits," to improve financial statement disclosure for defined benefit plans. This statement requires additional disclosures about the assets (including plan assets by category), obligations and cash flows of defined pension plans and other defined benefit postretirement plans. It also requires reporting of various elements of pension and other postretirement benefit costs on a quarterly basis. Generally, the disclosure requirements are effective for interim periods beginning after December 15, 2003; however, information about foreign plans is effective for fiscal years ending after June 15, 2004. The Company adopted the revised SFAS No. 132 effective December 31, 2004. See Note 22 for further discussion of employee benefit plans.

        In December 2003, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which supercedes SAB 101, "Revenue Recognition in Financial Statements." SAB 104's primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superceded as a result of the issuance of Emerging Issues Task Force ("EITF") 00-21, "Revenue Arrangements with Multiple Deliverables." The issuance of SAB 104 reflects the concepts contained in EITF 00-21. The other revenue recognition concepts contained in SAB 101 remain largely unchanged. The issuance of SAB 104 did not have a material impact on the Company's results of operations, financial position or cash flows.

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4." SFAS No. 151 amends Accounting Research Bulletin ("ARB") No. 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) should be recognized as current period charges. In addition, SFAS No. 151 requires that allocation of fixed production overhead to inventory be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 is not expected to have a material impact on the Company's results of operations, financial position or cash flows.

        In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29." SFAS No. 153 amends APB Opinion No. 29 by eliminating the exception to the basic measurement principle (fair value) for exchanges of similar productive assets. That exception required that some nonmonetary exchanges, although commercially substantive, be recorded on a carryover basis. This Statement eliminates the exception and replaces it with a general exception for exchanges that do not have commercial substance. SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 is not expected to have a material impact on the Company's results of operations, financial position or cash flows.

        In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." SFAS No. 123(R) replaces SFAS No. 123, "Accounting for Stock-Based Compensation," and supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123(R) requires companies to report compensation cost relating to share-based payment transactions to be recognized in financial statements. That cost will be measured based upon the fair value of the equity or liability instruments issued. The disclosure requirements under SFAS 123(R) are effective for interim periods beginning after June 15, 2005. On March 29, 2005, the SEC issued SAB 107, "Share-Based Payment," that

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expresses the views of the SEC staff regarding the application of SFAS No. 123(R). The Company is studying the Statement and the Bulletin. The Statement will increase compensation expense starting July 1, 2005.

(5) MARKETABLE SECURITIES

        At December 31, 2004, marketable securities have been categorized as available for sale and, as a result, are stated at fair value based on quoted market prices. The Company's marketable securities available for current operations are classified as current assets. During 2004 the Company invested in auction bond securities that trade at par and reprice within 30 days. Interest income earned on investments is included in interest expense, net on the face of the statement of operations. There were no marketable securities held as of December 31, 2003.

        Marketable securities classified as current assets at December 31, 2004 include the following (in thousands):

 
   Cost
   Market Value
Auction bond securities   $ 16,800   $ 16,800
   
 
Total   $ 16,800   $ 16,800
   
 

(6) PROPERTIES HELD FOR SALE

        As part of its plan to integrate the activities of the CSD into its operations, the Company determined that certain acquired properties were no longer needed for its operations. The Company decided to sell these acquired properties; accordingly, the acquired surplus properties were transferred to properties held for sale. In the allocation of the purchase price of the CSD acquisition, the Company valued properties held for sale at the current appraised market value less estimated selling costs. In addition, subsequent to the completion of purchase accounting, the Company identified several additional properties that were no longer needed for its operations. These properties were transferred to properties held for sale at the lower of their net book value or current appraised market value less estimated selling costs. Properties held for sale include only those properties that the Company believes can be sold within the next twelve months based on current market conditions and the asking price. The Company cannot provide assurance that the proceeds from properties held for sale will equal their carrying value.

        The following table presents the changes in properties held for sale for the years ended December 31, 2003 and 2004 (in thousands):

2003 transfers to held for sale   $ 12,690  
   
 
Balance at December 31, 2003     12,690  
2004 transfers to held for sale     509  
Assets sold during 2004     (1,329 )
Adjustments in estimated carrying value     (129 )
Assets returned to active use     (2,892 )
   
 
Balance at December 31, 2004   $ 8,849  
   
 

        The gains on the sale of properties classified as held for sale of approximately $0.5 million for the year 2004 are classified as a reduction of selling, general and administrative expenses.

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(7) RESTRICTED CASH

        At December 31, 2004 and 2003, restricted cash and cash equivalents consisted of the following (in thousands):

 
   2004
   2003
Cash collateral for letter of credit facility   $ —   $ 88,817

        Operators of hazardous waste handling facilities are required by federal and state regulations to provide financial assurance for closure and post-closure care of those facilities should those facilities cease operation. Closure would include the cost of removing the waste stored at the facility which ceased operating, sending such material to another site for disposal, and performing certain procedures for decontamination of the facility. The Company has placed most of the required financial assurance through Steadfast Insurance Company, which requires letters of credit as collateral to its financial assurance obligations. At December 31, 2003, the Company had a Letter of Credit Facility (the "L/C Facility") under an Agreement dated September 6, 2002 between the Company and Fleet National Bank ("Fleet"). The L/C Facility Agreement provided that Fleet would issue up to $100.0 million of letters of credit at the Company's request provided that the Company posted collateral equal to 103% of the amount of the outstanding letters of credit. As further discussed in Note 10, "Financing Arrangements," on June 30, 2004, the L/C Facility was replaced with a synthetic letter of credit facility (the "Synthetic LC Facility"). Under the Synthetic LC Facility, the Company is not required to post cash collateral. On June 30, 2004, the $88.9 million of restricted cash then on deposit was released to the Company.

(8) INTANGIBLE ASSETS

        Below is a summary of amortizable intangible assets at December 31, 2004 and 2003 (in thousands):

 
   2004
   2003
 
   Cost
   Accumulated
Amortization
   Net
   Cost
   Accumulated
Amortization
   Net
Permits   $ 98,120   $ 20,269   $ 77,851   $ 92,815   $ 16,272   $ 76,543
Customer Profile Database     4,900     2,288     2,612     4,626     1,358     3,268
   
 
 
 
 
 
    $ 103,020   $ 22,557   $ 80,463   $ 97,441   $ 17,630   $ 79,811
   
 
 
 
 
 

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        Below is a summary of the expected amortization for intangible assets for the years ending December 31, (in thousands):

 
   Expected
Amortization
2005   $ 5,014
2006     4,615
2007     4,229
2008     3,584
2009     3,179
Thereafter     59,842
   
      80,463
Goodwill no longer subject to amortization     19,032
   
    $ 99,495
   

        Amortization expense was $4.8 million, $4.8 million, and $2.5 million, for the years 2004, 2003, and 2002, respectively.

(9) OTHER ACCRUED EXPENSES

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

 
    
   (Restated)
 
   2004
   2003
Insurance   $ 7,249   $ 8,925
Interest     8,505     1,597
Payroll and benefits     5,721     6,157
Transaction costs     28     1,211
Other items     19,551     15,967
   
 
    $ 41,054   $ 33,857
   
 

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(10) FINANCING ARRANGEMENTS

        The following table is a summary of the Company's financing arrangements:

 
   December 31,
2004
   December 31,
2003
 
   (in thousands)
Revolving Facility with a financial institution, bearing interest at either the U.S. or Canadian prime rate (5.25% and 4.25%, respectively, at December 31, 2004) or the Eurodollar rate (2.40% at December 31, 2004), depending on the currency of the underlying loan, plus 1.50%, collateralized by accounts receivable   $ —   $ —
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 Sates except for accounts receivable     150,000     —
Revolving Credit Facility with a financial institution, bearing interest at LIBOR (1.17% at December 31, 2003) plus 3.50% or the U.S. or Canadian prime rate (both 4.00% at December 31, 2003) plus 0.50% at the Company's election     —     35,291
Senior Loans, bearing interest at LIBOR (1.17% at December 31, 2003) plus 7.75%     —     107,209
Subordinated Loans, bearing interest at 22.50%     —     40,000
   
 
      150,000     182,500
Less unamortized issue discount     1,878     —
Less obligations classified as current     —     35,291
   
 
  Long-term obligations   $ 148,122   $ 147,209
   
 

        Prior to June 30, 2004, the Company had outstanding a $100.0 million three-year revolving credit facility (the "Revolving Credit Facility"), $115.0 million of three-year non-amortizing term loans (the "Senior Loans") and $40.0 million of five-year non-amortizing subordinated loans (the "Subordinated Loans"). In addition to such financings, the Company had established a letter of credit facility (the "L/C Facility") under which the Company could obtain up to $100.0 million of letters of credit by providing cash collateral equal to 103% of the amount of such outstanding letters of credit. On June 30, 2004, the Company's debt under the Revolving Credit Facility, the Senior Loans and the Subordinated Loans was replaced by $150.0 million of eight-year Senior Secured Notes (the "Senior Secured Notes") and a $30.0 million revolving credit facility (the "Revolving Facility") as described below. Additionally, the L/C Facility was replaced with a synthetic letter of credit facility (the "Synthetic LC Facility") whereby the Company may obtain up to $90.0 million of letters of credit as described below.

        The principal terms of the Senior Secured Notes, the Revolving Facility, and the Synthetic LC Facility are as follows:

        Senior Secured Notes.    The Senior Secured Notes were issued under an Indenture dated June 30, 2004 (the "Indenture"). The Senior Secured Notes bear interest at 11.25% and mature on July 15, 2012. The Senior Secured Notes were issued at a $2.0 million discount that resulted in an effective yield of 11.5%. Interest is payable semiannually in cash on each January 15 and July 15, commencing on January 15, 2005.

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        The Senior Secured Notes are secured by a second-priority lien on all of the domestic assets of the Company and its domestic subsidiaries that secure the Company's reimbursement obligations under the Synthetic LC Facility on a first-priority basis (as described below); provided that such assets do not include any capital stock, notes, instruments, other equity interests of any of the Company's subsidiaries, accounts receivable, and certain other excluded collateral as provided in the Indenture. The Senior Secured Notes are jointly and severally guaranteed on a senior secured second-lien basis by substantially all of the Company's existing and future domestic subsidiaries. The Senior Secured Notes are not guaranteed by the Company's foreign subsidiaries.

        The Indenture 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) to apply an amount equal to 50% of the period's Excess Cash Flow (as defined below) to either prepay, repay, redeem or purchase its first-lien obligations under the Revolving Facility and Synthetic LC Facility or to make offers ("Excess Cash Flow Offers") to repurchase of 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 environmental liabilities of the Company.

        Excess Cash Flow for the six months ended December 31, 2004 was $9.8 million, and the Company anticipates Excess Cash Flow will be generated from operations during the six-month period ending June 30, 2005. Accordingly, the Company anticipates being required, within 120 days following June 30, 2005, to offer to repurchase Senior Secured Notes in the amount of 50% of the Excess Cash Flow generated during the twelve-month period ending June 30, 2005. However, at December 31, 2004, the Company had no outstanding first-lien obligations under its Revolving Facility or Synthetic LC Facility and the market price of the Senior Secured Notes was in excess of the 104% of principal amount at which the Company is required and permitted by the Indenture and the Credit Agreement to make Excess Cash Flow Offers for outstanding Senior Secured Notes. It therefore now appears unlikely that any holders of Senior Secured Notes would accept an Excess Cash Flow Offer made in accordance with the Indenture and the Credit Agreement unless the trading price of the Senior Secured Notes declines prior to the time in 2005 at which the Company will be required to make such an offer. To the extent the Note holders do not accept an Excess Cash Flow Offer based on the Excess Cash Flow earned through June 30, 2005, 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 Excess Cash Flow Offers in respect of Excess Cash Flow earned in subsequent twelve-month periods will remain in effect.

        The $6.3 million cost associated with the issuance of the Senior Secured Notes was recorded as a component of deferred financing costs and is being amortized to interest expense over the life of the Senior Secured Notes.

        Revolving Facility.    Both the Revolving Facility and the Synthetic LC Facility were established under a Loan and Security Agreement dated June 30, 2004 (the "Credit Agreement") among the Company, Fleet Capital Corporation as agent for the Revolving Lenders thereunder, Credit Suisse First Boston as agent for the letter of credit facility lenders (the "LC Facility Lenders") thereunder, and certain other parties. The Revolving Facility allows the Company to borrow up to $30.0 million in cash, based upon a formula of eligible accounts receivable. This total is separated into two lines of credit,

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namely a line for the Company and its U.S. subsidiaries equal to $24.7 million and a line for the Company's Canadian subsidiaries of $5.3 million. The Revolving Facility also allows the Company to have issued up to $10.0 million of letters of credit, with the outstanding amount of such letters of credit reducing the maximum amount of borrowings permitted under the Revolving Facility. At December 31, 2004, the Company had no borrowings and $1.2 million of letters of credit outstanding under the Revolving Facility, and the Company had approximately $28.8 million available to borrow. Amounts outstanding under the Revolving Facility bear interest at an annual rate of either the U.S. or Canadian prime rate or the Eurodollar rate (depending on the currency of the underlying loan) plus 1.50%. The Credit Agreement requires the Company to pay an unused line fee of 0.125% per annum on the unused portion of the Revolving Facility. The Revolving Facility matures on June 30, 2009.

        The Revolving Facility is secured by a first security interest in accounts receivable and a second security interest in substantially all other assets. The Revolving Facility prohibits the payment of dividends on the Company's common stock but allows the payment of dividends on the Company's Series B Preferred Stock.

        Under the Credit Agreement, the Company is required to maintain a maximum Leverage Ratio (as defined below) of no more than 2.80 to 1.0 and 2.55 to 1.0 for the four-quarter periods ended or ending December 31, 2004 and March 31, 2005, respectively. The maximum Leverage Ratio is then reduced to no more than 2.50 to 1.0 for the four-quarter periods ending June 30, 2005 through March 31, 2006, and then, in approximately equal increments, to no more than 2.30 to 1.0 for the four-quarter period ending December 31, 2008, and to no more than 2.25 to 1.0 for each succeeding quarter. The Leverage Ratio is defined as the ratio of the consolidated indebtedness of the Company to its consolidated EBITDA achieved for the latest four-quarter period. For the four-quarter period ended December 31, 2004, the Leverage Ratio was 1.81 to 1.0, which was within covenant.

        The Company is also required under the Credit Agreement to maintain a minimum Interest Coverage Ratio (as defined below) of not less than 2.40 to 1.0 and 2.65 to 1.0 for the four-quarter periods ended or ending December 31, 2004 and March 31, 2005, respectively. The minimum Interest Coverage Ratio is then increased to not less than 2.70 to 1.0 for the four-quarter periods ending June 30, 2005 through December 31, 2005, and then, in approximately equal increments, to not less than 2.85 to 1.0 for the four-quarter period ending December 31, 2007, and not less than 3.00 to 1.0 for each succeeding four-quarter period. The Interest Coverage Ratio is defined as the ratio of the Company's consolidated EBITDA to its consolidated interest expense. For the four-quarter period December 31, 2004, the Interest Coverage Ratio was 3.32 to 1.0, which was within covenant.

        The Company is also required to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 for each four-quarter period, commencing with the quarter ended December 31, 2004. For the period ended December 31, 2004, the Company's fixed charge coverage ratio was 1.74 to 1.0, which was within covenant.

        The $0.3 million cost associated with the issuance of the Revolving Facility was recorded as a component of deferred financing costs and is being amortized to interest expense over the life of the Revolving Facility.

        Synthetic LC Facility.    The Synthetic LC Facility provides that Credit Suisse First Boston (the "LC Facility Issuing Bank") will issue up to $90.0 million of letters of credit at the Company's request. The LC Facility requires that the LC Facility Lenders maintain a cash account (the "Credit-Linked

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Account") to collateralize the Company's outstanding letters of credit. Should any such letter of credit be drawn in the future and the Company fail to satisfy its reimbursement obligation, the LC Facility Issuing Bank would be entitled to draw upon the appropriate portion of the $90.0 million in cash which the LC Facility Lenders under the Credit Agreement have deposited into the Credit-Linked Account. Acting through the LC Facility Agent, the LC Facility Lenders would then have the right to exercise their rights as first-priority lien holders (second-priority as to receivables) on substantially all of the assets of the Company and its domestic subsidiaries. The Company has no right, title or interest in the Credit-Linked Account established under the Credit Agreement for purposes of the Synthetic LC Facility. The Company is required to pay (i) a quarterly participation fee at the annual rate of 5.35% on the average daily balance in the Credit-Linked Account and (ii) a quarterly fronting fee at the annual rate of 0.30% of the average daily aggregate amount of letters of credit outstanding under the Synthetic LC Facility. At December 31, 2004, letters of credit outstanding under the Synthetic LC facility were $89.4 million. The term of the Synthetic LC Facility will expire on June 30, 2009.

        The $3.1 million cost associated with the issuance of the Synthetic LC Facility was recorded as a component of deferred financing costs and is being amortized to interest expense over the life of the Synthetic LC Facility.

        The principal terms of the Revolving Credit Facility, the Senior Loans, the Subordinated Loans, and the L/C Facility outstanding at December 31, 2003 were as follows:

        Revolving Credit Facility.    The Revolving Credit Facility was established under a Loan and Security Agreement dated September 6, 2002, as subsequently amended (the "Revolving Credit Agreement") between the Company and Congress Financial Corporation (New England) as Lender and as Agent for the other Lenders thereunder. The Revolving Credit Facility allowed the Company to borrow up to $100.0 million in cash and letters of credit, based upon a formula of eligible accounts receivable. This total was separated into two lines of credit, namely a line for the Company's Canadian Subsidiaries of $20.0 million in Canadian dollars and a line for the Company and its U.S. subsidiaries equal to $100.0 million in U.S. dollars less the then conversion value of the Canadian line. Letters of credit outstanding at any one time under the Revolving Credit Facility could not exceed $20.0 million. At December 31, 2003, letters of credit outstanding were $1.2 million and the Company had approximately $39.8 million available to borrow. This consisted of borrowing availability in the U.S. of approximately $30.6 million and availability in Canada of approximately $9.2 million (USD). The Revolving Credit Agreement, as most recently amended, allowed for up to 80% of the outstanding balance of the loans to bear interest at an annual rate of LIBOR plus 3.50%, with the balance at either U.S. or Canadian prime (as appropriate) plus 0.50%. The Revolving Credit Agreement required the Company to pay an unused line fee of 0.25% per annum on the unused portion of the revolving credit. The Company's obligations under the Revolving Credit Facility were secured by a first security interest in the Company's accounts receivable and a second security interest in substantially all of the Company's other assets (exclusive of real estate, rolling stock and cash collateral provided by the Company to the issuer of the letters of credit under the L/C Facility).

        For the first and second quarters of 2003, the Company violated a loan covenant under the Revolving Credit Facility which was cured by amending the Loan and Security Agreement dated September 6, 2002 (the "Loan and Security Agreement") with the Second Amendment to the Loan and Security Agreement (the "Second Amendment") and the Third Amendment to the Loan and Security Agreement (the "Third Amendment").

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        In exchange for the lenders waiving the violation of the loan covenant for the first and second quarters of 2003 and resetting the loan covenants for future periods, the Second Amendment and Third Amendment required the Company to pay amendment fees that totaled approximately $0.4 million and the Third Amendment increased the interest rate from that of the Loan and Security Agreement from LIBOR plus 3.00% to LIBOR plus 3.50%, or from the U.S. prime rate to the prime rate plus 0.50% for U.S. based prime rate loans. For prime rate based borrowings in Canada, the Third Amendment increased the interest rate from that of the Loan and Security Agreement from the Canadian prime rate to the Canadian prime rate plus 0.50%. The increases in the interest rates under the Third Amendment became effective as of August 1, 2003.

        Senior Loans and Subordinated Loans.    The Senior Loans and the Subordinated Loans were issued under a Financing Agreement dated September 6, 2002 (the "Financing Agreement"). As explained below, at December 31, 2003 the Senior Loans bore interest at LIBOR plus 7.75% and the Subordinated Loans bore at 22.5%. The Senior Loans and the Subordinated Loans were secured by a first security or mortgage interest in substantially all of the Company's assets, except for second security interests in the Company's accounts receivable in which the Agent under the Revolving Credit Facility had a first security interest and the cash collateral provided by the Company to the issuer of letters of credit under the L/C Facility in which such issuer had a first security interest.

        For the first and second quarters of 2003, the Company violated certain of the loan covenants under the Senior Loans and Subordinated Loans which was cured by amending the Financing Agreement dated September 6, 2002 (the "Financing Agreement") with the First Amendment to Financing Agreement (the "First Financing Amendment") and the Second Amendment to Financing Agreement (the "Second Financing Amendment").

        In exchange for the lenders waiving the violation of the loan covenants for the first and second quarters of 2003 and resetting the loan covenants for future periods, the First Financing Amendment and Second Financing Amendment required the Company to pay amendment fees totaling approximately $1.0 million. The Second Financing Amendment increased the interest rates from those of the Financing Agreement for Senior and Subordinated Loans from LIBOR plus 7.25% to LIBOR plus 7.75% and from 22.0% to 22.5%, respectively.

        In October 2003, the Financing Agreement was further modified by the Third Amendment to Financing Agreement (the "Third Financing Amendment"). The Third Financing Amendment redefined the fixed charge coverage ratio for the fiscal quarters ending September 30, 2003 through June 30, 2004 to exclude from capital expenditures the effect of correcting certain non-cash errors that had been made through application of purchase accounting in the preparation of the consolidated statements of cash flows for the six months ended June 30, 2003. Those corrections are described in Amendment No. 1 on Form 10-Q/A as filed on November 14, 2003 to the Company's previously filed reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003.

        L/C Facility.    The L/C Facility was established under a Letter of Credit Facility Agreement dated September 6, 2002 (the "L/C Facility Agreement") between the Company and Fleet National Bank ("Fleet"). The L/C Facility Agreement provided that Fleet will issue up to $100.0 million of letters of credit at the Company's request provided that the Company posted cash collateral equal to 103% of the amount of the outstanding letters of credit (with the Company paying Fleet's customary charges for

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the issuance of such letters of credit plus an annual fee equal to 0.3% of the outstanding amount thereof). At December 31, 2003, letters of credit outstanding were $85.9 million.

(11) LEGAL PROCEEDINGS

        The Company's waste management services are continuously 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 December 31, 2004, the Company was involved in various proceedings, the principal of which are described below, relating primarily to activities at or shipments from the Company's waste treatment, storage and disposal facilities.

        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. ("Safety-Kleen"). 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 to certain legal proceedings involving the CSD assets for three reasons as described below. As of December 31, 2004, the Company had reserves of $35.4 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 which were then pending. 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 to the Company.

        The first reason for the Company becoming subject to certain legal proceedings in connection with the acquisition of the CSD assets is that, as part of the CSD assets, the Company acquired all of the outstanding capital stock of certain Canadian subsidiaries (the "CSD Canadian Subsidiaries") formerly owned by the Sellers (which subsidiaries were not part of the Sellers' bankruptcy proceedings), and the Company therefore became subject to the legal proceedings (which include the Ville Mercier Legal Proceedings described below) in which the Canadian Subsidiaries were then involved. The second reason is that, on the Closing Date for the CSD assets, there were ongoing legal proceedings (which include the FUSRAP Legal Proceedings described below) which directly involved certain of the CSD assets of which the Company became the owner and operator. While the Company did not agree to be responsible for damages or other liabilities of the Sellers relating to such proceedings, these

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proceedings might nevertheless affect the future operation of those CSD assets. The third reason is that, as part of the purchase price for the CSD assets, the Company agreed with the Sellers that the Company would indemnify the Sellers against certain current and future liabilities of the Sellers under applicable federal and state environmental laws including, in particular, the Sellers' share of certain cleanup costs payable to governmental entities under the federal Comprehensive Environmental Response, Compensation and Liability Act ("Superfund Act") or analogous state Superfund laws. As described below, the Company and the Sellers are not in complete agreement at this time as to the scope of the Company's indemnity obligations under the Sale Order and the Acquisition Agreement with respect to certain Superfund liabilities of the Sellers.

        The principal legal proceedings related to the Company's acquisition of the CSD assets are as follows. While, as described below, the Company has established reserves for certain of these matters, there can be no guarantee that any ultimate liability the Company incurs for any of these matters will not exceed (or be less than) the amount of the current reserves or that the Company will not incur other material expenditures.

        Ville Mercier Legal Proceedings.    One of the CSD Canadian Subsidiaries (the "Mercier Subsidiary") 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.

        Because the continuation of such proceedings by the Mercier Subsidiary, which the Company now owns, would require the Company to incur legal and other costs and the risks inherent in any such litigation, the Company, as part of its integration plan for the CSD assets, decided to vigorously review options which will allow the Company to establish harmonious relations with the local communities, resolve the adversarial situation with the Provincial government and spare continued legal costs. Based upon the Company's review of likely settlement possibilities, the Company now anticipates that as part of any such settlement it will likely agree to assume at least partial responsibility for remediation of certain environmental contamination and certain prior costs. At December 31, 2004, the Company had

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accrued $10.6 million for remedial liabilities and associated legal costs relating to the Ville Mercier Legal Proceedings.

        FUSRAP Legal Proceedings.    As part of the CSD assets, the Company acquired a hazardous waste landfill in Buttonwillow, California (the "Buttonwillow Landfill"). During 1998 and 1999, the Seller's subsidiary which then owned the Buttonwillow Landfill (the "Buttonwillow Seller") accepted and disposed in the Buttonwillow Landfill certain construction debris (the "FUSRAP Wastes") that originated at a site in New York that was part of the federal Formerly Utilized Sites Remedial Action Program ("FUSRAP"). FUSRAP was created in the mid-1970s in an attempt to manage various sites around the country contaminated with residual radioactivity from activities conducted by the Atomic Energy Commission and the United States military during World War II. The FUSRAP Wastes are primarily construction and demolition debris exhibiting low-activity residual radioactivity that were shipped to the Buttonwillow Landfill by the U.S. Army Corps of Engineers.

        The California Department of Health Services ("DHS") claimed in a letter to the Buttonwillow Seller delivered in 1999 that the Buttonwillow Seller did not lawfully accept the FUSRAP Wastes under applicable California law and regulations. Both DHS and the California Department of Toxic Substances Control ("DTSC") filed claims in the Sellers' bankruptcy proceedings preserving the right of those agencies to claim penalties for damages against the Buttonwillow Seller and possibly seeking to compel removal of the FUSRAP Wastes from the Buttonwillow Landfill. However, aside from the letter to the Buttonwillow Seller and the filing of the proofs of claim in the Sellers' bankruptcy proceedings, the California agencies have not commenced any enforcement proceedings relating to the Buttonwillow Landfill. Both the Company and the Sellers believe that the FUSRAP Wastes were properly, safely and lawfully disposed of at the Buttonwillow Landfill under all applicable laws and regulations, and the Company would vigorously resist any efforts to require that such wastes be removed if either of the California agencies should in the future initiate any enforcement action for this purpose. The Company now estimates that the cost of removing the FUSRAP Wastes from the Buttonwillow Landfill would be approximately $6.9 million. However, the Company has not accrued any costs of removing the FUSRAP Wastes because the Company believes that, in the event the California agencies were in the future to initiate any enforcement action, only a remote possibility exists that a final order would be issued requiring the Company to remove such wastes.

        In November 2003, a California non-profit corporation allegedly acting under the California Unfair Business Practices Act added the Company (as the current owner of the Buttonwillow Landfill) as a defendant to a lawsuit which that corporation had originally brought in 2000 against certain of the Sellers in the California Superior Court for the County of Los Angeles. That lawsuit sought, among other matters, an order requiring the named defendants (including the Company) to remove the FUSRAP Wastes from the Buttonwillow Landfill and to dispose of this material at a facility licensed for disposal of radioactive waste. The Company filed a motion for summary adjudication and while the motion was pending, on December 23, 2004, the Company settled the lawsuit brought by that non-profit corporation through payment by the Company of a substantially reduced percentage of the legal fees incurred by that corporation and the execution of releases by all parties to the lawsuit, and the lawsuit was dismissed by the Court with prejudice.

        Indemnification of Certain CSD Superfund Liabilities.    The Company's agreement with the Sellers under the Acquisition Agreement and the Sale Order to indemnify the Sellers against certain cleanup costs payable to governmental entities under federal and state Superfund laws now relate primarily to

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(i) two properties included in the CSD assets which are either now subject or proposed to become subject to Superfund proceedings, (ii) certain potential liabilities which the Sellers might incur in the future in connection with an incinerator formerly operated by Marine Shale Processors, Inc. to which the Sellers shipped hazardous wastes, and (iii) 35 active Superfund sites owned by third parties where the Sellers have been designated as Potentially Responsible Parties ("PRPs"). As described below, there are also four other Superfund sites owned by third parties where the Sellers have been named as PRPs or potential PRPs and for which the Sellers have sent demands for indemnity to the Company since September 2004. In the case of the two properties referenced above which were included in the CSD assets, the Company is potentially directly liable for cleanup costs under applicable environmental laws because of the Company's ownership and operation of such properties since the Closing Date. In the case of Marine Shale Processors and the 35 other third-party sites referenced above, the Company does not have direct liability for cleanup costs but may have an obligation to indemnify the Sellers, to the extent provided in the Acquisition Agreement and the Sale Order, against the Sellers' share of such cleanup costs which are payable to governmental entities.

        Federal and state Superfund laws generally impose strict, and in certain circumstances, joint and several liability for the costs of cleaning up Superfund sites not only upon the owners and operators of such sites, but also upon persons or entities which in the past have either generated or shipped hazardous wastes which are present on such sites. The Superfund laws also provide for liability for damages to natural resources caused by hazardous substances at such sites. Accordingly, the Superfund laws encourage PRPs to agree to share in specified percentages of the aggregate cleanup costs for Superfund sites by entering into consent decrees, settlement agreements or similar arrangements. Non-settling PRPs may be liable for any shortfalls in government cost recovery and may be liable to other PRPs for equitable contribution. Under the Superfund laws, a settling PRP's financial liability could increase if the other settling PRPs were to become insolvent or if additional or more severe contamination were discovered at the relevant site. In estimating the amount of those Sellers' liabilities at those Superfund sites where one or more of the Sellers has been designated as a PRP and as to which the Company believes that it has potential liability under the Acquisition Agreement and the Sale Order, the Company therefore reviewed any existing consent decrees, settlement agreements or similar arrangements with respect to those sites, the Sellers' negotiated volumetric share of liability (where applicable), the Company's prior knowledge of the relevant sites, and the Company's general experience in dealing with the cleanup of Superfund sites.

        Properties Included in CSD Assets.    The CSD assets acquired by the Company include an active service center located at 2549 North New York Street in Wichita, Kansas (the "Wichita Property"). The Wichita Property is one of several properties located within the boundaries of a 1,400 acre state-designated Superfund site in an old industrial section of Wichita known as the North Industrial Corridor Site. Along with numerous other PRPs, the Sellers executed a consent decree relating to such site with the EPA, and the Company is continuing its ongoing remediation program for the Wichita Property in accordance with that consent decree. Also included within the CSD assets acquired by the Company are rights under an indemnification agreement between the Sellers and a prior owner of the Wichita Property which the Company anticipates but cannot guarantee will be available to reimburse certain such cleanup costs.

        The CSD assets also include a former hazardous waste incinerator and landfill in Baton Rouge, Louisiana ("BR Facility") currently undergoing remediation pursuant to an order issued by the

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Louisiana Department of Environmental Quality. In December 2003, the Company received an information request from the federal 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 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. The Company cannot now estimate its potential liability for Devil's Swamp; accordingly, the Company has accrued no liability for remediation of Devil's Swamp beyond what was already accrued pertaining to the ongoing corrective actions and amounts sufficient to cover certain projected legal fees and related expenses.

        Marine Shale Processors.    Beginning in the mid-1980's and continuing until July 1996, Marine Shale Processors, Inc., 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. In accordance with a court order authorizing the movement of this material to this off-site location, all of the materials located at Recycling Park, Inc. 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 Recycling Park, Inc. site.

        Although the Sellers never held an equity interest in Marine Shale, the Sellers were among the largest customers of Marine Shale in terms of overall incineration revenue. If the EPA or the Louisiana Department of Environmental Quality ("LDEQ") were in the future to designate the Marine Shale facility and/or the Recycling Park, Inc. site as a Superfund site or sites, the Sellers could potentially be exposed to liability for cleanup costs as PRPs and, in such event, the Sellers could assert that the Company would be obligated to indemnify the Sellers for such costs payable to governmental entities in accordance with the Company's agreement described above. Based on a plan to settle obligations that was established at the time of the acquisition, the Company obtained more complete information as to the potential status of the Marine Shale facility and the Recycling Park, Inc. site as a Superfund site or sites, the potential costs associated with possible removal and disposal of some or all of the vitrified aggregate and closure and remediation of the Marine Shale facility and the Recycling Park, Inc. site,

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and the respective shares of other identified potential PRPs on a volumetric basis. Accordingly, the Company determined in the third quarter of 2003 that the remedial liabilities and associated legal costs were then probable and estimable and recorded liabilities for the Company's estimate of the Sellers' proportionate share of environmental cleanup costs potentially payable to governmental entities under federal and/or state Superfund laws. At December 31, 2004, the Company had accrued $13.7 million of reserves relating to potential cleanup costs for the Marine Shale facility and the Recycling Park, Inc. site.

        On December 24, 2003, the Sellers' plan of reorganization became effective under chapter 11 of the Bankruptcy Code. If the EPA or the LDEQ were in the future to designate the Marine Shale facility and/or the Recycling Park, Inc. site as a Superfund site or sites, the Sellers might assert that they are not responsible for potential cleanup costs associated with such site or sites, and the Company might assert that under the Sale Order the Company is not obligated to pay or reimburse cleanup and related costs associated with such site or sites. The Company cannot now provide assurances with respect to any such matters which, in the event the EPA or the LDEQ were in the future to designate the Marine Shale facility and/or the Recycling Park, Inc. site as a Superfund or sites, would need to be resolved by future events, negotiations and, if required, legal proceedings.

        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 the Company 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 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 one of those 29 Listed Third Party Sites, certain developments have occurred since the Company's purchase of the CSD assets as described in the following paragraph. Of the six remaining Listed Third Party Sites, the Company on behalf of the Sellers is contesting with the governmental entities and PRP groups involved liability at two sites, has settled the Sellers' liability at one site, confirmed that the Sellers were ultimately not named as PRPs at one site, and plans to fund participation by the Sellers as settling PRPs at three sites. With respect to the 35 Listed Third Party Sites, the Company had reserves of $20.2 million at December 31, 2004.

        With respect to one (the "Helen Kramer Landfill Site") of the 35 Listed Third Party Sites, the Sellers had entered (prior to the Sellers commencing their bankruptcy proceeding in June 2000) into settlement agreements with certain members of the PRP group which agreed to perform the cleanup of that site in accordance with a consent decree with governmental entities, in return for which the Sellers received a conditional release from such governmental entities. Following the Sellers' commencement of their bankruptcy proceeding, the Sellers failed to satisfy their payment obligations to those PRPs under those settlement agreements. In November 2003, certain of those PRPs made a demand directly on the Company for the Sellers' share of the cleanup costs incurred by the PRPs with respect to the

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Helen Kramer Landfill Site. However, at a hearing in the Bankruptcy Court on January 6, 2004 on a motion by those PRPs seeking an order that the Company was liable to such PRPs under the terms of the Sale Order, the Bankruptcy Court declined to hear the motion on the ground that those PRPs (which are not governmental entities) have no right to seek direct payment from the Company for any portion of the cleanup costs which they have incurred in connection with that site. The Company also understands that, when the Sellers' plan of reorganization became effective in December 2003, the Sellers were discharged from their obligations to those PRPs for that site, and the Sellers have never made an indemnity request upon the Company for any obligations relating to that site. The PRPs have indicated their intention to pursue additional recourse against the Company, but the Company filed in February 2005 a complaint with the Bankruptcy Court seeking sanctions against the PRPs for contempt of the injunction in the Sale Order against those PRPs' efforts to proceed directly against the Company, and that matter is still pending.

        By letters to the Company dated September 22 and 28, 2004, and January 22 and 28, 2005, the Sellers identified, in addition to the 35 Listed Third Party Sites, four 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 four 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 four additional sites. The Company intends to assist the Sellers in providing information now in the Company's possession with respect to such four additional sites and to participate in negotiations with the government agencies and PRP groups involved. In addition, at one of those four 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 four additional sites that are both probable and estimable at this time, and the Company has therefore not established any reserves for any potential liabilities of the Sellers or the Company in connection therewith.

        Inactive Third Party Superfund Sites.    In addition to the Superfund sites owned by third parties described in the preceding paragraphs, the Sellers have also been identified as PRPs at several other federal or state Superfund sites owned by third parties that the Company believes are now inactive with respect to the Sellers. The inactive sites generally involve the shipment by the Sellers of a de minimis amount of wastes to such sites and prior consent decrees, settlement agreements or similar arrangements providing for minimal payment obligations by the Sellers. De minimis agreements generally are intended to settle all claims for small PRPs and such agreements have limited "re-opener" provisions. At certain other inactive sites, the Sellers have disclaimed any liability by advising the governmental entities involved that the Sellers had not shipped any wastes to those sites. The Company has not established reserves for any of the inactive sites because the Company believes that the Sellers' cleanup liabilities with respect to those sites have already been resolved and that, under the Sale Order, the Company would not be responsible for such liabilities in any event.

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        In addition to the legal proceedings related to the acquisition of the CSD assets described above, one lawsuit has been filed against the Company subsequent to the acquisition based in part upon allegations relating to the Company's current ownership and operation of a former CSD facility. In December 2003, a lawsuit was filed in the 18th Judicial District Court in Iberville Parish, Louisiana, against the Company's subsidiary which acquired and now operates a deep injection well facility near Plaquemine, Louisiana. This lawsuit was brought under the citizen suit provisions of the Louisiana Environmental Quality Act. The lawsuit alleges that the facility is in violation of state law by disposing of hazardous waste into an underground injection well that the plaintiffs allege is located within the banks or boundaries of a body of surface water within the jurisdiction of the State of Louisiana. The lawsuit also focuses on a "new area of concern" at the facility which the plaintiffs allege is a source of contamination which will require environmental remediation and/or restoration. The lawsuit also alleges that the Company's former facility manager made false representations and failed to disclose material information to the regulators about the site after the Company acquired it in September 2002. The plaintiffs seek an order declaring the injection well to be located within the banks or boundaries of a body of surface water under state law, payment of civil penalties, and an additional penalty of $1.0 million for damages to the environment, plus interest. The plaintiffs also seek an order requiring the facility to remove all waste disposed of since September of 2002, and in general, to conduct an investigation into and remediate the alleged contamination at the facility, as well as damages for alleged personal injuries and property damage, natural resources damages, costs of litigation, and attorney's fees. Although, as described above, this lawsuit was originally brought only against the Company's subsidiary which acquired and operates the Plaquemine facility, the plaintiffs sent on February 23, 2005 a written notice to the Louisiana Department of Environmental Quality indicating their intent to file a new citizens' suit to seek similar remedies against Clean Harbors, Inc. and Clean Harbors Environmental Services, Inc.

        The Company believes this lawsuit is without merit, and is vigorously defending against the claims made. The Company further believes that, since its acquisition by the Company, the Plaquemine facility has been and now is in full compliance with its operating permits and all applicable state laws, and that any alleged contamination in the "new area of concern" complained of by the plaintiffs was and is already being addressed under the corrective action provisions of its RCRA operating permit. In addition, the Company believes that many of the plaintiffs' claims relate to actions or omissions allegedly taken or caused by third parties that formerly owned and/or operated, or generated or shipped waste to, the Plaquemine facility for which the Company has no legal responsibility under the Sale Order. Although the Company has established reserves to cover its estimated legal costs to be incurred in connection with this proceeding, this lawsuit is in its preliminary stages and the Company is therefore unable to estimate any other potential liability relating to the lawsuit.

        In addition to the legal proceedings in which the Company became involved as a result of its acquisition of the CSD assets, the Company is, or in the case of certain recently resolved proceedings was, also involved in certain legal proceedings which have arisen for other reasons. The principal such legal proceedings include certain federal securities class action litigation (which was dismissed on November 30, 2004 as described below), certain Superfund proceedings relating to sites owned by third

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parties where the Company (or a predecessor) has been named a PRP, certain regulatory proceedings, and litigation involving the former holders of the Company's subordinated notes.

        Federal Securities Class Action Litigation.    On November 18, 2003, an individual plaintiff who purchased 1,700 shares of the Company's common stock filed a purported class action suit in the United States District Court for the District of Massachusetts against the Company and a current and former officer of the Company. The plaintiff alleged violation of the Securities Exchange Act of 1934 and regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC"), and sought certification of a class that would consist of all purchasers of the Company's stock between November 19, 2002 and August 14, 2003. Principally, the complaint alleged that in connection with certain of the Company's public announcements the Company failed to disclose adverse information with respect to the impact of the acquisition of the CSD assets on the Company and that certain financial projections included in those announcements, particularly the guidance issued with respect to anticipated EBITDA for 2003, were overstated and made without reasonable basis. Subsequently, three additional plaintiffs who purchased 300, 16,500 and 1,500 shares of the Company's common stock, respectively, filed complaints in the same court containing essentially the same allegations and seeking the same class certification.

        The Company believes that at all times during the purported class period the Company and the two other defendants conducted themselves in compliance with relevant securities laws and that the guidance as to anticipated EBITDA and other forward-looking statements contained in the Company's public announcements are protected by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. On November 30, 2004, all of the lawsuits described in the preceding paragraph were voluntarily dismissed with prejudice by the lead counsel for the plaintiffs. The cases were never certified as a class action, and the plaintiffs voluntarily dismissed their cases by means of a voluntary stipulation of dismissal with prejudice, without financial consideration and with mutual release of all claims.

        Superfund Sites Not Related to CSD Acquisition.    The Company has been named as a PRP at 28 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 Company subsidiaries in those 14 cases, including legal fees and settlement costs.

        The Company's subsidiary which owns the Bristol, Connecticut facility is involved in one of the 28 Superfund sites. As part of the acquisition of that facility, the seller and its now parent company, Cemex, S.A., agreed to indemnify the Company with respect to any liability for waste disposed of before the Company acquired the facility, which would include any liability arising from Superfund sites.

        Eleven of the 28 Superfund sites involve subsidiaries acquired by the Company which had been designated as PRPs with respect to such sites prior to acquisition of such subsidiaries by the Company. Some of these sites have been settled, and the Company believes its ultimate liability with respect to the remaining such sites will not be material to the Company's result of operations, cash flow from operations or financial position.

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        As of December 31, 2004, the Company had reserves of $0.2 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.

        Kimball Facility.    On April 2, 2003, Region VII of the U.S. Environmental Protection Agency ("EPA Region VII") in Kansas City, Kansas, served a Complaint, Compliance Order and Notice of Opportunity for Hearing ("CCO") on the Company's subsidiary which operates an incineration facility in Kimball, Nebraska. The CCO stems from an inspection of the Kimball facility between April 8 and 10, 2002. Thereafter, EPA Region VII issued a Notice of Violation ("NOV") for certain alleged violations of RCRA. The Company responded to the NOV by letter and contested the allegations. After extensive settlement negotiations, on February 23, 2004, the Company and EPA Region VII executed a Consent Agreement and Final Order that included a Supplemental Environmental Project ("SEP"). The Company will be required to perform and account for the SEP in accordance with the EPA's SEP Policy. The SEP will involve cleaning out chemicals from high school laboratories, art departments and other campus locations, with all such work to be performed by the Company's own trained field chemists. The SEP will also include the proper packaging, labeling, manifesting, transportation, and ultimately disposal, recycling or re-use of these chemicals at the hazardous waste treatment, storage and disposal facilities owned and operated by the Company's subsidiaries, in lieu of the payment of any further civil penalties. The Company will have two years to complete the performance of the SEP, and any remaining amounts then still owed and outstanding will have to be paid in cash at that time, as calculated pursuant to a sliding scale formula that reduces the amount of cash that will be owed as more of the environmental services are rendered over the two-year period. At December 31, 2004, the Company had accrued $132 thousand for its SEP liability.

        Chicago Facility.    By letter dated January 16, 2004, Region V of the EPA ("EPA Region V") in Chicago, Illinois notified the Company that EPA Region V believes the Company's Chicago, Illinois facility may be in violation of the National Emission Standard for Benzene Waste Operations Subpart FF regulations promulgated under the Clean Air Act and that EPA Region V may seek injunctive relief and civil penalties for these alleged violations. The alleged violations pertain to total annual benzene quantity determinations and reporting, provisions of individual waste stream identification and emissions control information, and treatment and control requirements for the benzene waste streams. EPA Region V is seeking a fine of $325 thousand. The Company believes that its Chicago facility complies in all material respects with these regulations and has engaged in ongoing settlement discussions with EPA Region V to resolve the issues described in the letter from EPA Region V without litigation. The Company believes that the cost of resolving this matter will not be material to the Company's results of operations or financial position.

        Chicago Facility.    On February 12, 2004, the Company's subsidiary which owns the Chicago facility was notified by the Illinois Attorney General's Office that an enforcement action was being initiated against such facility. The enforcement action alleges that the Chicago facility has violated its operating

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permit, certain Illinois Pollution Control Board regulations, and allegedly applicable provisions of the National Emission Standards for Hazardous Air Pollutants ("NESHAPs"). The Illinois Attorney General's Office announced that it was seeking $170 thousand in penalties. Legal and compliance representatives of the Company have held discussions with the Illinois Attorney General's Office and the Illinois Environmental Protection Agency, and anticipate that a Supplemental Environmental Project will be negotiated that will substantially reduce the cash component of the penalty in exchange for agreeing to the installation of equipment upgrades at the facility designed to address and control air emissions from operations. These negotiations are ongoing, and although significant progress has been made, there can be no assurance that a settlement can be reached or that the penalty will be reduced.

        London, Ontario Facility.    Clean Harbors Environmental Services Inc., and one of the Company's Canadian subsidiaries, Clean Harbors Canada, Inc., received a summons alleging a number of regulatory offenses under the Ontario Occupational Health and Safety Act as a result of a fire in October 2003 at a Clean Harbors Canada, Inc., waste transfer facility in London, Ontario. A worker at the facility received serious injuries as a result of the fire. The initial appearance on this matter occurred on November 22, 2004. The Company has not yet determined whether to defend the charges or attempt to negotiate a settlement. The Company has not accrued any liability associated with this matter because any potential liability is not now estimable.

        Litigation Involving Former Holders of Subordinated Notes.    On April 30, 2001, the Company issued to John Hancock Life Insurance Company, Special Value Bond Fund, LLC, the Bill and Melinda Gates Foundation, and certain other institutional lenders (collectively, the "Lenders") $35 million of 16% Senior Subordinated Notes due 2008 (the "Subordinated Notes") as part of the Company's refinancing of all its then outstanding indebtedness. Under the Securities Purchase Agreement dated as of April 12, 2001, between the Company and the Lenders (the "Purchase Agreement"), the Company was also required to pay a $350 thousand closing fee and issue to the Lenders warrants for an aggregate of 1,519,020 shares of the Company's common stock (the "Warrants") exercisable at any time prior to April 30, 2008 at an exercise price of $.01 per share. The Purchase Agreement contained covenants limiting (with certain exceptions) the Company's ability to acquire other businesses or incur additional indebtedness without the consent of a majority in interest of the Lenders. The Purchase Agreement also provided that, if the Company should elect to prepay the Subordinated Notes prior to maturity, the Company would be obligated to pay a prepayment penalty which, in the case of a prepayment prior to April 30, 2004, would include a so-called "Make Whole Amount" computed using a discount rate 2.5% above the then current yield on United States government securities of equal maturity to the Subordinated Notes. The Purchase Agreement also provided that, if the Company should default on any of the terms of the Purchase Agreement including the covenants described above, the Lenders would have the right to call the Subordinated Notes for payment at an amount equal to the principal, accrued interest and the so-called "Make Whole Amount" then in effect.

        During several months prior to the Company's acquisition of the CSD assets effective September 7, 2002, the Company sought the Lenders' cooperation with respect to such acquisition and to include the Lenders in a refinancing of the Company's outstanding debt (which might involve leaving the Subordinated Notes outstanding or refinancing them). The Lenders, however, ultimately refused to provide any such cooperation. The Company thus notified the Lenders that it was proceeding with the

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acquisition of the CSD assets, which would be a violation of certain covenants in the Purchase Agreement, and the Lenders then called the Subordinated Notes for payment, including principal, interest and the "Make Whole Amount" of $16,991,129, an amount equal to 48.5% of the principal amount of the Subordinated Notes. In response to the Lenders' demand, the Company immediately paid in full the amount demanded, while notifying the Lenders that it was paying the "Make Whole Amount" under protest. It is the Company's position that if the payment to the Lenders is not deemed to be voluntary and the 48.5% "Make Whole Amount" is deemed unconscionable, the "Make-Whole Amount" is likely to be held unenforceable under Massachusetts case law.

        Shortly after the closing of the acquisition of the CSD assets, the Company wrote to the Lenders demanding a return of the prepayment penalty, in response to which, on September 27, 2002, the Lenders filed a complaint in the Norfolk Superior Court asking the Court to determine the prepayment penalty to be valid and enforceable. On October 1, 2002, the Company filed a complaint in the Business Litigation Session of the Suffolk Superior Court seeking a declaratory judgment that the "Make Whole Amount" is an unenforceable penalty and seeking an order for the return of the amount paid as a penalty, less the Lenders' actual damages (if any), plus interest and costs. In the case of certain of the Lenders, the Company also seeks a judgment that those Lenders' receipt of their share of the "Make Whole Amount," the closing payment and the fair value of the Warrants constitutes a violation of applicable Massachusetts usury laws. The Company filed a motion seeking to consolidate both legal proceedings in the Business Litigation Session of the Suffolk Superior Court, which motion was granted. Discovery in the proceedings was completed and all parties served and filed motions for summary judgment. On March 15, 2004, the Court granted summary judgment for the Lenders ruling that the "Make Whole Amount" was enforceable, and on May 15, 2004 the court ordered the Company pay $323 thousand to the Lenders for legal and expert cost reimbursement. The Company has appealed the Court's rulings, and the Lenders have cross-appealed as to the amount of legal and expert cost reimbursement. The Appeals Court heard the appeals on March 5, 2005, but a decision by the Court is not expected for several months. The Company has not accrued the Lenders' legal and expert costs because, based on the advice of legal counsel, the Company now believes that such payment is not probable.

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(12) CLOSURE AND POST-CLOSURE LIABILITIES

        The Company records environmental-related accruals for closure and post-closure obligations at both its landfill and non-landfill operations. See Note 4 for further discussion of the Company's methodology for estimating and recording these accruals.

        Reserves for closure and post-closure obligations are as follows (in thousands):

 
   2004
   2003
Landfill facilities:            
  Cell closure   $ 14,959   $ 13,744
  Facility closure     1,726     1,713
  Post-closure     2,203     2,246
   
 
      18,888     17,703
   
 
Non-landfill retirement liability:            
  Facility closure     6,763     7,992
   
 
      25,651     25,695
Less obligation classified as current     2,930     6,480
   
 
  Long-term closure and post-closure liability   $ 22,721   $ 19,215
   
 

        All of the landfill facilities included in the table above are active as of December 31, 2004.

        Anticipated payments (based on current estimated costs) and anticipated timing of necessary regulatory approvals to commence work on closure and post-closure activities for each of the next five years and thereafter are as follows (in thousands):

Year ending December 31,
    
  
2005   $ 3,097  
2006     3,347  
2007     5,188  
2008     7,207  
2009     3,411  
Thereafter     205,570  
       
 
Undiscounted closure and post-closure liabilities     227,820  
Less:   Reserves to be provided (including discount of $120.1 million) over remaining site lives     (202,169 )
       
 
Present value of closure and post-closure liabilities   $ 25,651  
       
 

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        The changes to closure and post-closure liabilities for the year ended December 31, 2004 are as follows (in thousands):

 
   December 31,
2003
   New Asset
Retirement
Obligations
   Accretion
   Changes in
Estimate
Charged to
Statement of
Operations
   Other
Changes in
Estimates
   Currency
Translation,
Reclassifications
and Other
   Payments
   December 31,
2004
Landfill retirement liability   $ 17,703   $ 958   $ 2,460   $ (1,069 ) $ (1,157 ) $ 43   $ (50 ) $ 18,888
Non-landfill retirement liability     7,992     —     902     (928 )   (8 )   6     (1,201 )   6,763
   
 
 
 
 
 
 
 
Total   $ 25,695   $ 958   $ 3,362   $ (1,997 ) $ (1,165 ) $ 49   $ (1,251 ) $ 25,651
   
 
 
 
 
 
 
 

        The changes to closure and post-closure liabilities for the year ended December 31, 2003 are as follows (in thousands):

 
   December 31, 2003
   Cumulative Effect of Changes in Accounting for Asset Retirement Obligations
   Purchase Accounting Adjustment Due to Change in Accounting for Asset Retirement Obligations
   Other Purchase Accounting Adjustments
   New Asset Retirement Obligations
   Accretion and Other Charges to Expense
   Decrease Due to Increase in Highly Probable Airspace and other Changes in Estimates
   Currency Translation, Reclassifications and Other
   Payments
   December 31, 2003
Landfill retirement liability   $ 60,765   $ (79 ) $ (38,794 ) $ 2,851   $ 1,004   $ 3,476   $ (11,596 ) $ 127   $ (51 ) $ 17,703
Non-landfill retirement liability     —     1,381     8,489     761     —     1,042     49     (1,045 )   (2,685 )   7,992
   
 
 
 
 
 
 
 
 
 
Total   $ 60,765   $ 1,302   $ (30,305 ) $ 3,612   $ 1,004   $ 4,518   $ (11,547 ) $ (918 ) $ (2,736 ) $ 25,695
   
 
 
 
 
 
 
 
 
 

        The Company adopted SFAS No. 143 as of January 1, 2003. The following table presents the liability for asset retirement obligations calculated on a pro forma basis as of December 31, 2002 as if the Statement had been previously adopted. The pro forma amounts of the liabilities were calculated using the same assumptions as were used upon the adoption of the Standard (amounts in thousands):

 
   Pro Forma
December 31,
2002
Landfill facilities   $ 24,748
Non-landfill facilities     8,871
   
Total   $ 33,619
   

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        The following table shows the adjustment to restated net loss and basic and diluted loss per share as if SFAS No. 143 was adopted as of January 1, 2002 (in thousands except for per share amounts):

 
   (Restated)
  
 
   2002
  
Restated net loss   $ (28,447 )
Accretion of closure and post-closure liabilities, net of tax     155  
   
 
Adjusted net loss   $ (28,292 )
   
 
Basic loss per share:        
  Restated loss attributable to common shareholders   $ (2.44 )
  Accretion of closure and post-closure liabilities, net of tax     0.01  
   
 
  Adjusted restated loss attributable to common shareholders   $ (2.43 )
   
 
Diluted loss per share:        
  Restated loss attributable to common shareholders   $ (2.44 )
  Accretion of closure and post-closure liabilities, net of tax     0.01  
   
 
  Adjusted restated loss attributable to common shareholders   $ (2.43 )
   
 

(13) REMEDIAL LIABILITIES

        Remedial liabilities are obligations to investigate, alleviate or eliminate the effects of a release (or threat of a release) of hazardous substances into the environment and may also include corrective action under RCRA. The Company's operating subsidiaries' remediation obligations can be further characterized as Legal, Superfund, Long-term Maintenance and One-Time Projects. Legal liabilities are typically comprised of litigation matters that can involve certain aspects of environmental cleanup and can include third party claims for property damage or bodily injury allegedly arising from or caused by exposure to hazardous substances originating from Company activities or operations, or in certain cases, from the actions or inactions of other persons or companies. Superfund liabilities are typically claims alleging that the Company is a potentially responsible party and/or is potentially liable for environmental response, removal, remediation and cleanup costs at/or from either an owned or third party site. As described in Note 11, "Legal Proceedings," Superfund liabilities also include certain Superfund liabilities to governmental entities for which the Company is potentially liable to reimburse the Sellers in connection with the Company's 2002 acquisition of the CSD assets from Safety-Kleen Corp. Long-term Maintenance includes the costs of groundwater monitoring, treatment system operations, permit fees and facility maintenance for discontinued operations. One-Time Projects include the costs necessary to comply with regulatory requirements for the removal or treatment of contaminated materials.

        SFAS No. 143 applies to asset retirement obligations that arise from ordinary business operations. The Company became subject to almost all of its remedial liabilities as part of the acquisition of the CSD from Safety-Kleen Corp., and the Company believes that most of the remedial obligations did not arise from normal operations. Remedial liabilities to which the Company became subject in connection with the acquisition of the CSD assets have been and will continue to be inflated using the inflation rate at the time of acquisition (2.4%) until the expected time of payment, then discounted at the risk-free interest rate at the time of acquisition (4.9%). Remedial liabilities incurred subsequent to the

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acquisition and remedial liabilities that existed prior to the acquisition have been and will continue to be recorded at the estimated current value of the liability, which is usually neither increased for inflation nor reduced for discounting.

        The Company records environmental-related accruals for remedial obligations at both its landfill and non-landfill operations. See Note 4 for further discussion of the Company's methodology for estimating and recording these accruals.

        Reserves for remedial obligations are as follows (in thousands):

 
   2004
   2003
Remedial liabilities for landfill sites   $ 4,985   $ 5,525
Remedial liabilities for discontinued facilities not now used in active conduct of the Company's business     95,116     97,535
Remedial liabilities (including Superfund) for non-landfill open sites     55,516     54,376
   
 
      155,617     157,436
Less obligation classified as current     11,328     14,802
   
 
Long-term remedial liability   $ 144,289   $ 142,634
   
 

        Anticipated payments (based on current estimated costs) and anticipated timing of necessary regulatory approvals to commence work on remedial activities for each of the next five years and thereafter are as follows (in thousands):

Year ending December 31,
    
  
2005   $ 11,328  
2006     11,351  
2007     16,970  
2008     16,490  
2009     12,185  
Thereafter     133,535  
   
 
Undiscounted remedial liabilities     201,859  
Less: Discount     (46,242 )
   
 
Present value of remedial liabilities   $ 155,617  
   
 

        The anticipated payments for Long-term Maintenance range from $4.5 million to $6.9 million per year over the next five years. Spending on One-Time Projects for the next five years ranges from $1.1 million to $8.2 million per year with an average expected payment of $5.0 million per year. Legal and Superfund liabilities payments are expected to be between $1.7 million and $2.8 million per year for the next five years with the exception of 2009 where spending is anticipated to be $6.4 million primarily because of one case. These estimates are managed on a daily basis, reviewed at least quarterly, and adjusted as additional information becomes available.

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        The changes to remedial liabilities for the year ended December 31, 2004 are as follows (in thousands):

 
   December 31,
2003
   Accretion
   Changes in
Estimate
Charged to
Statement of
Operations
   Other Changes
in Estimate
   Currency
Translation,
Reclassifications
and Other
   Payments
   December 31,
2004
Remedial liabilities for landfill sites   $ 5,525   $ 225   $ (420 ) $ —   $ 140   $ (485 ) $ 4,985
Remedial liabilities for discontinued facilities not now used in the active conduct of the Company's business     97,535     4,390     (841 )   392     196     (6,556 )   95,116
Remedial liabilities (including Superfund) for non-landfill open sites     54,376     2,417     (29 )   —     765     (2,013 )   55,516
   
 
 
 
 
 
 
Total   $ 157,436   $ 7,032   $ (1,290 ) $ 392   $ 1,101   $ (9,054 ) $ 155,617
   
 
 
 
 
 
 

        The changes to remedial liabilities for the year ended December 31, 2003 are as follows (in thousands):

 
   December 31, 2002
   Cumulative Effect of Changes in Accounting for Asset Retirement Obligations
   Purchase Accounting Adjustment Due to Change in Accounting for Asset Retirement Obligations
   Other Purchase Accounting Adjustments
   Accretion and Other Charges to Expense
   Currency Translation, Reclassifications and Other
   Payments
   December 31, 2003
Remedial liabilities for landfill sites   $ 4,519   $ —   $ —   $ 662   $ 230   $ 358   $ (244 ) $ 5,525
Remedial liabilities for discontinued facilities not now used in the active conduct of the Company's business     104,899     537     (16,363 )   6,003     3,804     2,228     (3,573 )   97,535
Remedial liabilities (including Superfund) for non-landfill open sites     34,428     —     (16 )   18,059     2,347     978     (1,420 )   54,376
   
 
 
 
 
 
 
 
Total   $ 143,846   $ 537   $ (16,379 ) $ 24,724   $ 6,381   $ 3,564   $ (5,237 ) $ 157,436
   
 
 
 
 
 
 
 

        Estimation of Certain Preacquisition Contingencies—SFAS No. 5, "Accounting for Contingencies," requires that an estimated loss from a loss contingency be accrued and recorded as a liability if it is both probable and estimable, but the Statement does not permit a company acquiring assets to record as part of the purchase price those assumed liabilities which are not both probable and estimable. As described in Note 11, "Legal Proceedings," under the headings "Ville Mercier Legal Proceedings" and

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"Marine Shale Processors," as of December 31, 2002 the Company was unable to estimate the amount of potential remedial liabilities in connection with the facility and sites which are the subject of these proceedings, but, as part of the integration plan of the CSD acquisition, the Company committed to obtaining the data required so that the Company could record such potential liabilities as adjustments to the purchase price. Sufficient additional information on these proceedings was obtained prior to the first anniversary to allow the Company to record these potential liabilities as adjustments to the purchase price for the CSD assets in accordance with generally accepted accounting principles in the United States. Accordingly, additional discounted environmental liabilities were recorded as part of the purchase price in the quarter ended September 30, 2003. At December 31, 2004, the Company had recorded reserves of $13.7 million and $10.6 million relating to Marine Shale Processors and the Ville Mercier Legal Proceedings, respectively.

        Remedial liabilities, including Superfund liabilities—As described in the tables above under "Reserves for remedial obligations," the Company had as of December 31, 2004 a total of $155.6 million of estimated liabilities for remediation of environmental contamination, of which $5.0 million related to the Company's landfills and $150.6 million related to non-landfill facilities (including Superfund sites owned by third parties). The Company periodically evaluates potential remedial liabilities at sites that it owns or operates or to which the Company or the Sellers of the CSD assets (or the respective predecessors of the Company or the Sellers) transported or disposed of waste, including 56 Superfund sites as of December 31, 2004. The Company periodically reviews and evaluates sites requiring remediation, including Superfund sites, giving consideration to the nature (i.e., owner, operator, arranger, transporter or generator) and the extent (i.e., amount and nature of waste hauled to the location, number of years of site operations or other relevant factors) of the Company's (or the Sellers') alleged connection with the site, the extent (if any) to which the Company believes it may have an obligation to the Sellers to indemnify cleanup costs in connection with the site, the regulatory context surrounding the site, the accuracy and strength of evidence connecting the Company (or the Sellers) to the location, the number, connection and financial ability of other named and unnamed PRPs and the nature and estimated cost of the likely remedy. Where the Company concludes that it is probable that a liability has been incurred, provision is made, based upon management's judgment and prior experience, for the Company's best estimate of the liability.

        Remediation liabilities are inherently difficult to estimate. Estimating remedial liabilities requires that the existing environmental contamination be understood. There is a risk that the actual quantities of contaminates differ from the results of the site investigation, and there is a risk that contaminants exist that have not been identified by the site investigation. In addition, the amount of remedial liabilities recorded is dependent on the remedial method selected. There is a risk that funds will be expended on a remedial solution that is not successful, which could result in the additional incremental costs of an alternative solution. Such estimates, which are subject to change, are subsequently revised if and when additional information becomes available.

        In connection with the Company's acquisition of the CSD assets, the Company performed extensive due diligence, including hiring third-party engineers and attorneys to estimate accurately the aggregate liability for remedial liabilities to which the Company became potentially liable as a result of the acquisition. Those remedial liabilities relate to the active and discontinued hazardous waste treatment and disposal facilities which the Company acquired as part of the CSD assets and 35 Superfund sites owned by third parties for which the Company agreed to indemnify certain remedial

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liabilities owed or potentially owed by the Sellers and payable to governmental entities. In the case of each such facility and site, the Company's estimate of remediation liabilities involved an analysis of such factors as: (i) the nature and extent of environmental contamination (if any), (ii) the terms of applicable permits and agreements with regulatory authorities as to cleanup procedures and whether modifications to such permits and agreements will likely need to be negotiated, (iii) the cost of performing anticipated cleanup activities based upon current technology, and (iv) in the case of Superfund and other sites where other parties will also be responsible for a portion of the cleanup costs, the likely allocation of such costs and the ability of such other parties to pay their share. Based upon the Company's analysis of each of the above factors in light of currently available facts and legal interpretations, existing technology, and presently enacted laws and regulations, the Company estimates that its aggregate liabilities as of December 31, 2004 (as calculated in accordance with generally accepted accounting principles in the United States) for future remediation relating to all of its owned or leased facilities and the Superfund sites for which the Company has current or potential liability is approximately $155.6 million. The Company also estimates that it is "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 $22.3 million greater than such $155.6 million. Future changes in either available technology or applicable laws or regulations could affect such estimates of environmental liabilities. Since the Company's satisfaction of the liabilities will occur over many years and in some cases over periods of 30 years or more, the Company cannot now reasonably predict the nature or extent of future changes in either available technology or applicable laws or regulations and the impact that those changes, if any, might have on the current estimates of environmental liabilities.

        The following tables show, respectively, (i) the amounts of such estimated liabilities associated with the types of facilities and sites involved and (ii) the amounts of such estimated liabilities associated with each facility or site which represents at least 5% of the total and with all other facilities and sites as a group.

        Estimates Based on Type of Facility or Site (dollars in thousands):

Type of Facility or Site
   Discounted
Remedial
Liability
   % of Total
   Discounted
Reasonably
Possible
Additional Losses
Facilities now used in active conduct of the Company's business (14 facilities)   $ 38,490   24.7 % $ 7,534
Discontinued CSD facilities not now used in active conduct of the Company's business but acquired because assumption of remedial liabilities for such facilities was part of the purchase price for CSD assets (18 facilities)     94,939   61.0     11,471
Superfund sites owned by third parties on which wastes generated or shipped by the Sellers (or their predecessors) are present (19 sites)     20,180   13.0     1,863
Sites for which the Company had liabilities prior to the acquisition of CSD assets (3 Superfund sites and 6 other sites)     2,008   1.3     1,475
   
 
 
Total   $ 155,617   100.0 % $ 22,343
   
 
 

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        Estimates Based on Amount of Potential Liability (dollars in thousands):

Location
   Type of Facility or Site
   Discounted
Remedial
Liability
   % of Total
   Discounted
Reasonably
Possible
Additional
Losses
Baton Rouge, LA   Closed incinerator and landfill   $ 38,552   24.8 % $ 5,391
Bridgeport, NJ   Closed incinerator     27,657   17.8     3,345
Marine Shale Processors   Potential third party Superfund site     13,739   8.8     1,379
Mercier, Quebec   Open incineration facility and legal proceedings     11,325   7.3     1,163
Roebuck, SC   Closed incinerator     10,438   6.7     832
Various   All other incinerators, landfills, wastewater treatment facilities and service centers (35 facilities)     47,271   30.4     9,556
Various   All other Superfund sites (each representing less than 5% of total liabilities) owned by third parties on which wastes generated or shipped by either the Company or the Sellers (or their predecessors) are present (21 sites)     6,635   4.2     677
       
 
 
Total   $ 155,617   100.0 % $ 22,343
       
 
 

        Revisions to remedial reserve requirements may result in upward or downward adjustments to income from operations in any given period. The Company believes that its extensive experience in the environmental services business, as well as its involvement with a large number of sites, provides a reasonable basis for estimating its aggregate liability. It is reasonably possible that legal, technological, regulatory or enforcement developments, the results of environmental studies or other factors could necessitate the recording of additional liabilities and/or the revision of currently recorded liabilities that could be material. The impact of such future events cannot be estimated at the current time.

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(14) FAIR VALUE OF FINANCIAL INSTRUMENTS

        The carrying amounts of cash and cash equivalents, and restricted cash and cash equivalents approximate fair value. The fair value of the marketable securities, which consist of auction rate securities, is par value, at which they trade. The fair value of the Senior Secured Notes is based on quoted market price. The Company borrowings at variable interest rates approximate fair value because the interest rates are based on floating rates identified by reference to market rates. The fair values of the Company's Subordinated Loans could not be determined, since there was no active market in these securities. At December 31, 2004 and 2003, the estimated fair values of the Company's financial instruments are as follows (in thousands):

 
   Carrying
Amount
   Fair
Value
December 31, 2004            
  Cash and cash equivalents   $ 31,081   $ 31,081
  Marketable securities     16,800     16,800
  Senior Secured Notes     150,000     159,516

December 31, 2003
 
 
 
 
 
 
  Cash and cash equivalents   $ 6,331   $ 6,331
  Restricted cash and cash equivalents     88,817     88,817
  Subordinated Loans for which no quoted market prices were available     40,000     —
  Borrowings at variable rates     142,500     142,500

        See Notes 4, 7 and 10 for further discussion on restricted cash and cash equivalents.

(15) COMMITMENTS AND CONTINGENCIES

        Leases.    The Company leases facilities, service centers and personal property under certain operating leases. Some of these lease agreements contain an escalation clause for increased taxes and operating expenses and are renewable at the option of the Company. The Company also leases certain equipment under capital lease obligations, which consists primarily of rolling stock and laboratory equipment. Lease terms range from two to seven years. The following is a summary of future minimum

138

payments under capital and operating leases that have initial or remaining noncancelable lease terms in excess of one year at December 31, 2004 (in thousands):

Year
   Total
Capital
Leases
   Total
Operating
Leases
2005   $ 1,872   $ 9,104
2006     1,707     5,955
2007     1,178     4,024
2008     817     2,896
2009     138     2,251
Thereafter     10     1,297
   
 
Total minimum lease payments     5,722   $ 25,527
         
Less: imputed interest at interest rates ranging from 1.67% to 35.9%     715      
   
     
Present value of future minimum lease payments   $ 5,007      
   
     
Total capital lease obligations   $ 5,007      
Less: current portion of capital lease obligations     1,522      
   
     
Long-term capital lease obligations   $ 3,485      
   
     

        During the years 2004, 2003 and 2002, rent expense was approximately $32.3 million, $30.0 million, and $17.9 million, respectively.

        Other Contingencies.    The Company is subject to various regulatory requirements, including the procurement of requisite licenses and permits at its facilities. These licenses and permits, without which the Company's operations would be adversely affected, are subject to periodic renewal. The Company anticipates that, once a license or permit is issued with respect to a facility, the license or permit will be renewed at the end of its term if the facility's operations are in compliance with the applicable regulatory requirements.

        Under the Company's insurance programs, coverage is obtained for catastrophic exposures, as well as those risks required to be insured by law or contract. It is the policy of the Company to retain a significant portion of certain expected losses related primarily to workers' compensation, health insurance, comprehensive general, environmental impairment and vehicle liability. Provisions for losses expected under these programs are recorded based upon the Company's estimates of the aggregate liability for claims. The deductible per occurrence for the workers' compensation, general liability and vehicle liability is $0.5 million. The deductible per occurrence for the environmental impairments is $1.0 million. At December 31, 2004 and 2003, the Company had accrued $4.4 million and $4.4 million as restated, respectively, for its self-insurance liabilities. Actual expenditures in future periods can differ materially from accruals based on estimates.

        Gain Contingency.    In 2003, the Company filed an insurance claim in the amount of $4.5 million for reimbursement of costs incurred and lost profits relating to a fire that occurred at a then CSD-owned facility that the Company acquired as part of the acquisition of the CSD assets from Safety-Kleen Corp. The Company recorded $1.2 million as a receivable for out-of-pocket costs, and the Company determined that the $3.3 million of the claim related to lost profits was a gain contingency.

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As of December 31, 2004, the Company had $1.2 million recorded as a receivable for out-of-pocket costs. The Company will record the portion of the claim that represents lost profits as a component of other income if or when a settlement is reached with the insurance company.

(16) INCOME TAXES

        The domestic and foreign components of income (loss) before provision for income taxes and cumulative effect of change in accounting principle are as follows (in thousands):

 
   For the Year Ended December 31,
  
 
    
   (Restated)
   (Restated)
  
 
   2004
   2003
   2002
  
Domestic   $ (4,906 ) $ (27,602 ) $ (31,854 )
Foreign     13,549     15,390     7,194  
   
 
 
 
Total   $ 8,643   $ (12,212 ) $ (24,660 )
   
 
 
 

        The provision for income taxes consists of the following (in thousands):

 
   For the Year Ended December 31,
  
 
   2004
   2003
   2002
  
Current:                    
  Federal   $ (124 ) $ —   $ (545 )
  State     50     185     610  
  Foreign     5,944     5,701     2,047  
   
 
 
 
Total     5,870     5,886     2,112  
   
 
 
 
Deferred                    
  Federal     —     —     488  
  State     —     —     564  
  Foreign     173     (564 )   623  
   
 
 
 
Total     173     (564 )   1,675  
   
 
 
 
Net provision for income taxes   $ 6,043   $ 5,322   $ 3,787  
   
 
 
 

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        The effective income tax rate varies from the amount computed using the statutory federal income tax rate as follows:

 
   For the Year Ended December 31,
  
 
    
   (Restated)
   (Restated)
  
 
   2004
   2003
   2002
  
Book income at statutory rate   $ 2,939   $ (4,152 ) $ (8,384 )
State income taxes, net of federal benefit     (304 )   148     556  
Foreign rate differential     1,349     330     202  
Foreign income inclusion     4,529     3,378     2,446  
Adjustment of prior year's estimated attributes     645     (362 )   (456 )
Change in federal valuation allowance     1,034     5,632     8,934  
Other     609     348     489  
Tax credits, net     (4,758 )   —     —  
   
 
 
 
Net provision for income taxes.   $ 6,043   $ 5,322   $ 3,787  
   
 
 
 

        The components of the total net deferred tax assets and liabilities at December 31, 2004 and 2003 were as follows (in thousands):

 
   2004
   (Restated)
2003
  
Deferred tax assets:              
  Workers compensation accrual   $ 1,753   $ 1,775  
  Provision for doubtful accounts     1,144     1,228  
  Closure, post-closure and remedial liabilities     45,072     47,771  
  Accrued expenses     2,250     1,497  
  Accrued compensation     10     446  
  Net operating loss carryforwards     17,661     23,706  
  Tax credit carryforwards     12,525     1,660  
   
 
 
  Total deferred tax asset     80,415     78,083  
   
 
 
Deferred tax liabilities:              
  Property, plant and equipment     (11,198 )   (14,951 )
  Permits and customer databases     (28,623 )   (20,384 )
  Miscellaneous     (204 )   (3,139 )
   
 
 
  Total deferred tax liability     (40,025 )   (38,474 )
   
 
 
Total net deferred tax asset before valuation allowance     40,390     39,609  
   
 
 
  Less valuation allowance     (39,714 )   (32,837 )
   
 
 
  Net deferred tax asset   $ 676   $ 6,772  
   
 
 

        The Company has U.S. federal net operating loss carryovers of approximately $45.2 million at December 31, 2004 which begin to expire in 2012. The Company has federal tax credit carryovers of approximately $1.4 million at December 31, 2004 which begin to expire in 2007 and foreign tax credit carryovers of approximately $11.1 million which begin to expire in 2012.

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        In the first quarter of 2004, the Company recorded a benefit of approximately $0.1 million as the result of a favorable resolution of a federal alternative minimum tax net operating loss carryback claim.

        In the fourth quarter of 2002, the Company recorded a benefit of approximately $0.7 million as a result of the favorable resolution of a federal alternative minimum tax net operating loss carryback claim.

        In the third quarter of 2002, the Company established a $16.9 million valuation allowance on the deferred tax assets recorded in connection with the acquisition of the CSD assets. The valuation allowance was subsequently reduced to $4.4 million in 2003 as a result of adjustments to the deferred tax assets recorded in the acquisition. In the third quarter of 2002, the Company established a valuation allowance against its existing net deferred tax assets position of $1.1 million in recognition of the difficulty posed in projecting future profits in view of the acquisition. All reductions to the valuation allowance associated with the CSD acquisition in the future will be recorded as a decrease to acquisition-related intangible assets, rather than a tax provision benefit as the net deferred tax assets were fully reserved at the time of the related business combination.

        The Company provides for U.S. taxes on all of its foreign earnings as the foreign earnings are not considered to be permanently invested outside the U.S.

        The Company maintains a full valuation allowance against its U.S. deferred tax assets, calculated in accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes," which requires that a valuation allowance be established or maintained when it is "more likely than not" that all or a portion of the deferred tax asset will not be realized.

        The American Jobs Creation Act of 2004 (the "Act") was enacted on October 24, 2004. The Act makes a number of changes to the income tax laws such as a new reduction for qualifying domestic production activities and the ability to repatriate permanent reinvested foreign earnings at an effective tax rate of 5.25%. The Company is currently reviewing the provisions of the Act and its impact cannot be quantified at this time; however, it is not anticipated that the Act will have a material impact on the Company's income tax provision.

142

(17) EARNINGS (LOSS) PER SHARE

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

 
   Year Ended 2004
  
 
   Loss
(Numerator)
   Shares
(Denominator)
   Loss
Per Share
  
Income before cumulative effect of change in accounting principle   $ 2,600            
Redemption of Series C Preferred Stock, dividends on Series B and C Preferred Stocks and accretion on Series C Preferred Stock     (11,798 )          
   
           
Basic and diluted loss available to common shareholders before cumulative effect of change in accounting principle     (9,198 ) 14,099   $ (0.65 )
Cumulative effect of change in accounting principle, net of tax     —   14,099     —  
   
     
 
Basic and diluted loss attributable to common shareholders   $ (9,198 ) 14,099   $ (0.65 )
   
     
 
 
   Year Ended 2003
  
 
   (Restated)
Loss
(Numerator)
   Shares
(Denominator)
   (Restated)
Loss
Per Share
  
Loss before cumulative effect of change in accounting principle   $ (17,534 )          
Dividends on Series B and C Preferred Stocks and accretion on Series C Preferred Stock     3,287            
   
           
Basic and diluted loss available to common shareholders before cumulative effect of change in accounting principle     (20,821 ) 13,553   $ (1.54 )
Cumulative effect of change in accounting principle, net of tax     (66 ) 13,553     —  
   
     
 
Basic and diluted loss attributable to common shareholders   $ (20,887 ) 13,553   $ (1.54 )
   
     
 
 
   Year Ended 2002
  
 
   (Restated)
Loss
(Numerator)
   Shares
(Denominator)
   (Restated)
Loss
Per Share
  
Loss before cumulative effect of change in accounting principle   $ (28,447 )          
Dividends on Series B and C Preferred Stocks and accretion on Series C Preferred Stock     1,291            
   
           
Basic and diluted loss available to common shareholders before cumulative effect of change in accounting principle     (29,738 ) 12,189   $ (2.44 )
Cumulative effect of change in accounting principle, net of tax     —   12,189     —  
   
     
 
Basic and diluted loss attributable to common shareholders   $ (29,738 ) 12,189   $ (2.44 )
   
     
 

        Because the effects would be anti-dilutive for the periods presented, the above computation of diluted income (loss) per share excludes the following: (i) for the year ended December 31, 2004, the effect of 2.8 million warrants outstanding issued on June 30, 2004 relating to the redemption of the

143


Series C Preferred Stock; (ii) the assumed conversion of the Series C Preferred Stock into 3.3 million and 2.4 million shares of common stock for the years ended December 31, 2003 and 2002, respectively; (iii) the assumed exercise of the warrants issued in conjunction with the $35.0 million of Subordinated Notes in 2001 into 1.2 million shares of common stock for the year ended December 31, 2002; (iv) the assumed exercise of 1.6 million, 1.8 million and 1.2 million stock options for the years ended December 31, 2004, 2003 and 2002, respectively; and (v) the assumed conversion of the Series B Preferred Stock into 0.2 million common shares for the year ended December 31, 2004 and into 0.3 million common shares for the years ended December 31, 2003 and 2002.

(18) REDEEMABLE SERIES C PREFERRED STOCK

        Prior to June 30, 2004, the Company had outstanding 25,000 shares of Series C Convertible Preferred Stock, $0.01 par value ("Series C Preferred Stock"). The Series C Preferred Stock was entitled to receive dividends at an annual rate of 6.0% (such dividends were paid in cash through March 2003 and thereafter accrued and compounded through the redemption date). The Company issued the Series C Preferred Stock for $25.0 million on September 10, 2002, and incurred $2.9 million of issuance costs. The Company determined that the Series C Preferred Stock should be recorded on the Company's financial statements as though the Series C Preferred Stock consisted of two components, namely: (i) non-convertible redeemable preferred stock (the "Host Contract") with a 6.0% annual dividend and (ii) an embedded derivative (the "Embedded Derivative") which reflected the right of the holders of the Series C Preferred Stock to convert into the Company's common stock on the terms set forth in the Series C Preferred Stock. The Series C Preferred Stock reported on the Company's consolidated balance sheet consisted only of the value of the Host Contract (less the issuance costs) plus the amount of accretion in the value of the Host Contract which had been recorded through the balance sheet date with regard to the discount which was originally recorded for the Host Contract, plus the amount of accretion for issuance costs and accrued dividends. Such discount and issuance costs were being accreted over the life of the Series C Preferred Stock, with such accretion being recorded as a reduction in additional paid-in-capital. During the period from January 1 through June 30, 2004, the Company recorded accretion on the discount and issuance costs of the Series C Preferred Stock of $0.7 million. For the six-month period ended December 31, 2004, no accretion was recorded because of the redemption of the Series C Preferred Stock on June 30, 2004. For the year ended December 31, 2003, the amount of accretion recorded as a reduction to additional paid-in capital was $1.3 million. For the year ended December 31, 2002, the Company recorded in Other Long-term Liabilities the fair value of the Embedded Derivative and periodically marked that value to market. As of December 31, 2003, the market value of the embedded derivative was determined to be $9.6 million, and the Company recorded $0.4 million of Other Expense during 2003 to adjust the carrying value of the Embedded Derivative to fair value. As noted below, on June 30, 2004 the Company redeemed the Series C Preferred Stock. At that time, the market value of the Embedded Derivative was determined to be $11.2 million and the Company recorded other expense of $1.6 million through June 30, 2004 to reflect such adjustment.

144

On June 30, 2004, the Company redeemed the Series C Preferred Stock for $25.0 million in cash and paid accrued dividends of $2.0 million. The difference between the $25.0 million paid and the carrying amount of the Series C Preferred Stock of $17.2 million on June 30, 2004 was charged to additional paid-in capital. In addition, the Company issued warrants to purchase 2.8 million shares of the Company's common stock, and the Company paid $0.4 million of cash in lieu of warrants for certain other conversion rights of the holders of the Series C Preferred Stock. The warrants issued are exercisable at $8.00 per common share and expire on September 10, 2009. The Company settled the $11.2 million Embedded Derivative liability through the issuance of the 2.8 million warrants (which the Company valued using the Black-Scholes option pricing model at $9.2 million) together with the $0.4 million of cash that was paid in lieu of warrants, which resulted in a gain on the settlement of the Embedded Derivative of $1.6 million. The gain on the settlement of the Embedded Derivative was recorded as a reduction to refinancing-related expenses. The value of the warrants issued of $9.2 million was credited to additional paid-in capital. Because of the redemption of the Series C Preferred Stock on June 30, 2004, the Company will not be required to make mark-to-market adjustments to the Company's reported income (loss) associated with the Embedded Derivative for any period subsequent to June 30, 2004.

(19) STOCKHOLDERS' EQUITY

        As described in Note 3, "Acquisition," effective September 7, 2002, the Company purchased from Safety-Kleen Services, Inc. (the "Seller") and certain of the Seller's domestic subsidiaries substantially all of the assets of the Chemical Services Division (the "CSD") of Safety-Kleen Corp. ("Safety-Kleen"). Regulations of the SEC require the filing of audited financial statements of the acquired company if determined to be a material acquisition. Safety-Kleen publicly disclosed that it had material deficiencies in many of its financial systems, processes and related internal controls. The Seller agreed in the Acquisition Agreement to provide the Company audited balance sheets for the CSD as of the end of each of the CSD's three fiscal years in the period ended August 31, 2001, and the Company filed these balance sheets as part of the Form 8-K filed by the Company with the SEC on September 25, 2002. However, due to Safety-Kleen's material internal control deficiencies, Safety-Kleen's auditors advised Safety-Kleen that they were not able to provide auditors' reports with respect to the CSD's statements of operations and cash flows for such three fiscal years. Additionally, Safety-Kleen's pre-existing deficiencies in financial systems, processes, and related internal controls led the Company to believe that the historical unaudited financial statements of the CSD may not be reliable or accurate. The Company received a "no-action letter" from the SEC staff with respect to the Company's inability to file audited statements of operations and cash flows for the CSD or a pro forma statement of operations based thereon. However, until the Company is able to file audited statements of operations and cash flows reflecting combined operations following the Company's acquisition of the CSD assets for at least three years (or such lesser period as the SEC staff may permit in the future), the Company will not be able to file registration statements for public securities offerings (except for offerings involving employee benefit plans and secondary offerings by holders of warrants and other securities). This could prevent the Company from being able to access the public capital markets until audited financial statements for the year ended December 31, 2005 are filed, but it does not prevent the Company from obtaining financing through other sources such as private equity or debt placements and bank loans.

145

        In 1992 the Company adopted an equity incentive plan, which provides for a variety of incentive awards, including stock options ("1992 Plan"), and in 2000, the Company adopted a stock incentive plan, which provides for awards in the form of incentive stock options, non-qualified stock options and restricted stock ("2000 Plan"). In 2002, the Company amended the 2000 Plan by increasing the awards that can be issued under the 2000 Plan from 0.8 million shares to 1.5 million shares. As of December 31, 2004, all awards under the 1992 and 2000 Plans were in the form of non-qualified stock options. These options generally become exercisable up to five years from the date of grant, subject to certain employment requirements, and terminate ten years from the date of grant. As of December 31, 2004, the Company had reserved 207,581 shares of common stock for issuance under the 2000 Plan, exclusive of shares previously issued or reserved for options previously granted under the 2000 Plan. The 1992 Plan expired on March 15, 2002, but there were outstanding on December 31, 2004 options for an aggregate of 401,265 shares which shall remain in effect until such options are either exercised or expire in accordance with their terms. In addition, on December 31, 2004, there were outstanding options for an aggregate of 31,750 shares under the Company's 1987 Equity Incentive Plan which had expired in 1997.

        Under the terms of the 2000 Plan, as amended, options may be granted to purchase shares of common stock at an exercise price less than the fair market value on the date of grant. No compensation expense related to stock option grants to employees was recorded in 2004, 2003 or 2002, as the option exercise prices were equal to, or greater than, the fair market value on the date of grant.

        During 2004, 2003 and 2002, the Company granted options to non-employees of the Company, and in accordance with SFAS No. 123 "Accounting for Stock Based Compensation," recorded expense of $35 thousand, $29 thousand and $166 thousand related to those options for the years ended December 31, 2004, 2003 and 2002, respectively.

        Activity under the Plans for the three years ended December 31, 2004 is as follows:

 
   Number of
Shares
   Weighted
Average
Exercise Price
Outstanding at December 31, 2001   1,526,882   $ 2.18
  Granted at fair value   193,800     8.14
  Forfeited   (50,020 )   3.08
  Exercised   (478,144 )   2.06
   
 
Outstanding at December 31, 2002   1,192,518     3.17
  Granted at fair value   967,042     12.54
  Forfeited   (154,685 )   11.23
  Exercised   (246,965 )   2.10
   
 
Outstanding at December 31, 2003   1,757,910     7.76
  Granted at fair value   77,833     6.70
  Forfeited   (27,310 )   8.61
  Exercised   (172,665 )   2.26
   
 
Outstanding at December 31, 2004   1,635,768   $ 8.28
   
 

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        Summarized information about stock options outstanding at December 31, 2004 is as follows:

 
    
    
    
   Exercisable
 
    
   Weighted
Average
Remaining
Contractual
Life
    
Range of
Exercise Prices
   Number of
Options
Outstanding
   Weighted
Average
Exercise
Price
   Number of
Options
   Weighted
Average
Exercise
Price
$1.44–1.75   17,000   2.76   $1.53   17,000   $1.53
1.81   101,415   3.32   1.81   101,415   1.81
1.88–2.06   110,900   4.06   1.98   90,600   1.97
2.13–2.42   139,778   3.05   2.22   102,778   2.24
2.50   100,650   5.15   2.50   59,950   2.50
2.61–2.88   14,000   2.06   2.65   13,000   2.63
3.26–3.86   106,800   6.99   3.38   50,000   3.36
5.73–6.46   94,300   8.00   6.05   39,300   6.25
7.52–8.08   21,833   5.25   7.85   6,000   7.89
9.07–9.91   95,667   7.78   9.56   32,778   9.65
10.37–10.78   119,000   7.20   10.55   39,000   10.57
11.22–11.70   20,000   7.86   11.58   15,000   11.70
12.98   694,425   8.14   12.98   139,685   12.98

        Options exercisable at December 31, 2004, 2003, and 2002 were 706,506, 559,007, and 586,999, respectively. The weighted average exercise prices for the exercisable options at December 31, 2004, 2003, and 2002 were $5.63, $2.88, and $2.39, respectively.

        The fair value of each option granted during 2004, 2003, and 2002 is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

 
   2004
   2003
   2002
  
Dividend yield   none   none   none  
Expected volatility   85.0 % 85.0 % 88.2 %
Risk-free interest rate   3.4 % 3.0 % 4.3 %
Expected life   3.7   4.9   5.9  

        Weighted average fair value of options granted at fair value during:

2004   $ 5.16
   
2003   $ 8.55
   
2002   $ 5.98
   

        There were no options granted at greater than fair value in the periods presented.

        In May of 1995, the Company's stockholders approved an Employee Stock Purchase Plan (the "ESPP"), which is a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, through which employees of the Company are given the opportunity to

147

purchase shares of common stock. According to the ESPP, a total of one million shares of common stock have been reserved for offering to employees, in quarterly offerings of 50,000 shares each plus any shares not issued in any previous quarter, commencing on July 1, 1995 and on the first day of each quarter thereafter. As of December 31, 2004, an aggregate of 132,480 shares remained available for future issuance under the ESPP. Employees who elect to participate in an offering may utilize up to 10% of their payroll for the purchase of common stock at 85% of the closing price of the stock on the first day of such quarterly offering or, if lower, 85% of the closing price on the last day of the offering. During the years ended December 31, 2004, 2003 and 2002, monies were withheld from employees for the purchase of 64,760, 105,537, and 53,937, shares, respectively, of common stock under the ESPP. The weighted average per share fair value of the purchase rights granted under the ESPP during 2004, 2003 and 2002 were $2.81, $1.93, and $2.61, respectively.

        In connection with the issuance on April 30, 2001 of Subordinated Notes (that were repaid in September 2002), the Company issued warrants to purchase 1,519,020 shares of common stock exercisable at $0.01 per share and expiring on April 30, 2008. The proceeds from the issuance of the Subordinated Notes and warrants were allocated based on the relative fair value of the warrants and Subordinated Notes. During the year ended December 31, 2002, warrants for 281,212 shares were exercised, 892 warrants were cancelled upon net exercise, and 1,236,916 warrants remained outstanding at December 31, 2002. During the year ended December 31, 2003, warrants for 1,236,010 shares were exercised, 906 warrants were cancelled upon net exercise, and no warrants remained outstanding at December 31, 2003.

        As further described in Note 18, "Redeemable Series C Preferred Stock," on June 30, 2004, the Company issued warrants to purchase 2.8 million shares of the Company's common stock and the Company paid $0.4 million of cash in lieu of warrants for certain other conversion rights of the holders of the Series C Preferred Stock. The warrants issued are exercisable at $8.00 per common share and expire on September 10, 2009. As of December 31, 2004, there were 2,775,000 warrants outstanding. On February 11, 2005, warrants for 717,060 shares were exercised in a cashless exercise that resulted in the issuance of 420,571 shares of common stock. In connection with the cashless exercise, warrants for 296,489 shares were cancelled. As of February 11, 2005, warrants for 2,057,940 shares remained outstanding.

        On February 16, 1993, the Company issued 112,000 shares of Series B Convertible Preferred Stock, $0.01 par value ("Series B Preferred Stock"), for the acquisition of its Spring Grove facility. The liquidation value of each share of Series B Preferred Stock is the liquidation preference of $50.00 plus unpaid dividends. Series B Preferred Stock may be converted by the holder into common stock at a conversion rate which, as of December 31, 2004, was equal to $16.45 per share and is subject to customary antidilution adjustments. There is no expiration date associated with the conversion option. The Company has the option to redeem the Series B Preferred Stock at the liquidation preference plus any accrued dividends with no redemption premium. Each share of Series B Preferred Stock entitles its holder to receive a cumulative annual cash dividend of $4.00 per share, or at the election of the Company, a common stock dividend of equivalent value. On October 19, 2004, 42,000 shares of

148

Series B Preferred Stock were converted into 127,680 shares of common stock. As of December 31, 2004, the Company had 70,000 shares of Series B Preferred Stock outstanding.

        Dividends on the Series B Preferred Stock are payable on the 15th day of January, April, July and October, at the rate of $1.00 per share, per quarter. Due to loan covenant restrictions, the Company paid the third and fourth quarter 2003 and the first and second quarter 2004 dividends in equivalent value of common stock. Dividends for other quarters included in the years ended December 31, 2004, 2003 and 2002, were paid in cash.

(20) RESTRUCTURING

        For the year ended December 31, 2002, the Company recorded a restructuring charge of $750,000 related to the acquisition of the assets of the CSD. The restructuring charge consisted of $250,000 for severance for individuals that were employees of the Company prior to the acquisition, and $500,000 of costs associated with the decision to close parts of facilities and sales offices that were operated by the Company prior to the acquisition and that became duplicative due to facilities and sales offices acquired as part of the CSD assets. The Company is in the process of completing the restructuring. The following table summarizes the activity from the acquisition date through December 31, 2004 (dollars in thousands):

 
   Severance
   Locations
    
  
 
   Number of
Employees
   Costs
   Number of
Locations
   Costs
   Total
  
Accrued Restructuring Costs   20   $ 250   9   $ 500   $ 750  
Utilized from acquisition through December 31, 2002   (14 )   (183 ) (7 )   (128 )   (311 )
   
 
 
 
 
 
Balance December 31, 2002   6     67   2     372     439  
Change in estimate   (6 )   (67 ) —     (57 )   (124 )
Utilized year ended December 31, 2003   —     —   —     (81 )   (81 )
   
 
 
 
 
 
Balance December 31, 2003   —     —   2     234     234  
Change in estimate   —     —   —     (22 )   (22 )
Utilized year ended December 31, 2004   —     —   (2 )   (43 )   (43 )
   
 
 
 
 
 
Balance December 31, 2004   —   $ —   —   $ 169   $ 169  
   
 
 
 
 
 

149

(21) LOSS ON REFINANCINGS

        As further discussed in Notes 10 and 18, the Company previously had outstanding a $100.0 million three-year revolving credit facility (the "Revolving Credit Facility"), $115.0 million of three-year non-amortizing term loans (the "Senior Loans"), $40.0 million of five-year non-amortizing subordinated loans (the "Subordinated Loans"), Series C Convertible Preferred Stock, $0.01 par value (the "Series C Preferred Stock") and the related embedded derivative (the "Embedded Derivative") which reflected the right of the holders of the Series C Preferred Stock to convert into the Company's common stock on the terms set forth in the Series C Preferred Stock. As described in Note 10, on June 30, 2004, the Company repaid the Revolving Credit Facility, the Senior Loans and the Subordinated Loans, redeemed the Series C Convertible Preferred Stock and settled the related Embedded Derivative liability. The Company recorded refinancing expenses, net of $7.1 million during the three-month period ended June 30, 2004. Such expenses consisted of write-off of deferred financing costs of $5.3 million, prepayment penalties of $3.1 million and other expenses of $0.3 million. These expenses were partially offset by the gain on the settlement of the Embedded Derivative of $1.6 million.

        Prior to the purchase of the CSD assets as discussed in Notes 3, 4, and 11, the Company had outstanding prior to September 10, 2002, $35.0 million of 16% Senior Subordinated Notes ("Subordinated Notes") and $9.6 million of 10.75% economic development revenue bonds ("Bonds"). The total cost of the extinguishment of that debt of approximately $24.7 million was recorded in 2002 and consisted of: (1) a "Make Whole Amount" for the Subordinated Notes of approximately $17.0 million, (2) the defeasance costs on the Bonds of approximately $3.1 million, and (3) the write-off of deferred financing costs for both the Subordinated Notes and the Bonds of approximately $4.6 million, of which approximately $2.4 million represented a write-off of the then unamortized debt issue discount based on the fair value of warrants issued in connection with the Subordinated Notes on April 30, 2001. The Company recorded this loss in the financial statements for the period ended September 30, 2002. As described in Note 11 under "Litigation Involving Former Holders of Subordinated Notes," the Company has initiated litigation against the former holders of the Subordinated Notes seeking to recover the "Make Whole Amount" as an unenforceable penalty under Massachusetts case law.

(22) EMPLOYEE BENEFIT PLANS

        As part of the acquisition of the Canadian subsidiaries of the CSD from Safety-Kleen, the Company assumed responsibility for a defined benefit plan that covers 31 active non-supervisory Canadian employees. The following table presents the net periodic pension cost for the years ended December 31, (in thousands):

 
   2004
   2003
   2002
  
Service cost   $ 100   $ 80   $ 56  
Interest cost     256     236     69  
Expected return on fair value of assets     (266 )   (285 )   (108 )
Net amortization and deferral     —     57     (56 )
   
 
 
 
Net periodic pension cost   $ 90   $ 88   $ (39 )
   
 
 
 

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        Weighted average assumptions used to determine net pension cost during the period:

 
   2004
   2003
   2002
  
Discount rate   5.50 % 5.75 % 6.0 %
Expected return on fair value of assets   7.00 % 7.00 % 7.0 %
Rate of compensation increase   4.68 % 4.17 % 3.9 %

        The long-term rate-of-return-on-assets assumption was determined using a building-block method, which integrates historical inflation, real risk-free rates and risk premiums for the different asset categories forming the plan fund. A weighted average of the above result and the historical return of the plan's fund is then calculated. The current asset mix is assumed to remain constant and a 1% adjustment for investment and custodial fees is taken into account. Unless the result so obtained is significantly different from the previous year assumption, the long-term rate-of-return-on-assets assumption remains unchanged.

        The accumulated benefit obligation was $5.0 million and $4.5 million at December 31, 2004 and 2003, respectively.

        The following table sets forth the changes in benefit obligations, plan assets and the net pension liability accrued on the Company's consolidated balance sheets at December 31, (in thousands):

 
   2004
   2003
  
Change in benefit obligations:              

Benefit obligation at the beginning of year
 
$
4,505
 
$
3,495
 
Service cost     100     80  
Interest cost     256     236  
Employee contributions     29     24  
Actuarial loss     42     36  
Benefits paid     (191 )   (161 )
Currency translation     351     795  
   
 
 
Benefit obligation at end of year   $ 5,092   $ 4,505  
   
 
 
 
   2004
   2003
  
Change in plan assets:              

Fair value of plan assets at beginning of year
 
$
3,826
 
$
2,876
 
Actual return on plan assets     345     285  
Employer contributions     149     140  
Employee contributions     29     23  
Benefits paid     (191 )   (161 )
Currency translation     309     663  
   
 
 
Fair value of plan assets at end of year   $ 4,467   $ 3,826  
   
 
 

151

 
   2004
   2003
  
Amount underfunded   $ (625 ) $ (679 )
Unrecognized net actuarial loss     8     46  
Unrecognized prior service cost     —     —  
Currency translation     1     —  
   
 
 
Pension liability accrued   $ (616 ) $ (633 )
   
 
 

        Weighted average assumptions used to determine pension benefit obligations at year end:

 
   2004
   2003
   2002
  
Discount rate   5.50 % 5.75 % 6.0 %
Rate of compensation increase   4.68 % 4.17 % 3.9 %

        The Company's investment policy targets a 30% to 65% allocation to equity securities, a 25% to 55% allocation to debt securities, and a 0% to 25% allocation to cash. The asset mix is frequently reviewed by the fund manager by examining the domestic and international macroeconomic factors and relative valuation levels of equity versus fixed income markets as well as internal forecasts of interest rate trends. The objective is to add value through longer-term asset mix positioning rather than short-term trading. The portfolio's volatility is kept to a minimum by implementing only incremental asset mix changes. It is believed that this investment policy fits the long-term nature of pension obligations.

        The Company's weighted average asset allocations at December 31, 2004 and 2003 are as follows:

 
   2004
   2003
  
Equity securities   51 % 49 %
Debt securities   39 % 42 %
Cash and cash equivalents   10 % 9 %
   
 
 
Total   100 % 100 %
   
 
 

        The Company expects to contribute $161 thousand to this pension plan in 2005.

        Benefit payments including those amounts to be paid out of corporate assets and reflecting future expected service as appropriate, are expected to be paid as follows (in thousands):

 
   2004
2005   $ 234
2006     236
2007     267
2008     275
2009     281
2010–2014     1,604

        The Company has a profit-sharing plan under Section 401(k) of the Internal Revenue Code covering substantially all U.S. employees. The plan allows employees to make contributions up to a specified percentage of their compensation. The Company makes discretionary partial matching

152


contributions dependent on meeting profit targets established annually by the Board of Directors. The Company recognized income of $7 thousand for the plan in 2004 and expensed $438 thousand and $315 thousand for the plan in 2003 and 2002, respectively.

(23) SEGMENT REPORTING

        Segment information has been prepared in accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Performance of the segments is evaluated on several factors, of which the primary financial measure is operating income before interest, taxes, depreciation, amortization, restructuring, non-recurring severance charges, other non-recurring refinancing-related expenses, (gain) loss on disposal of assets held for sale, other (income) expense, and loss of refinancings ("EBITDA Contribution"). Transactions between the segments are accounted for at the Company's estimate of fair value based on similar transactions with outside customers. In general, SFAS No. 131 requires that business entities report selected information about operating segments in a manner consistent with that used for internal management reporting.

        The Company has two reportable segments: Technical Services and Site Services.

        Technical Services include:

        These services are provided through a 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.

        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, oil disposal, analytical testing services, information management services and personnel training. The Company offers outsourcing services for customer environmental management programs as well, and provides analytical testing services, information management and personnel training services.

        The Company markets these services through its sales organizations and, in many instances, services in one area of the business support or lead to work in other service lines. Expenses associated with the sales organizations are allocated based on external revenues by segment.

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        The following table presents information used by management by reported segment. Revenues from Technical and Site Services consist principally of external revenue from customers. Transactions between the segments are accounted for at the Company's estimate of fair value based on similar transactions with outside customers. Corporate Items revenues consist of revenues for miscellaneous services that are not part of a reportable segment. The Company does not allocate interest expense, income taxes, depreciation, amortization, accretion of environmental liabilities, non-recurring severance charges, other non-recurring refinancing-related expenses, (gain) loss on disposal of assets held for sale, other (income) expense, and loss on refinancings to segments. Certain reporting units have been reclassified to conform to the current year presentation (in thousands):

 
   For the Year Ended December 31,
  
 
   2004
   (Restated)
2003
   (Restated)
2002
  
Revenues:                    
  Technical Services   $ 444,617   $ 422,777   $ 220,085  
  Site Services     198,609     187,742     128,873  
  Corporate Items     (7 )   450     1,175  
   
 
 
 
  Total     643,219     610,969     350,133  
   
 
 
 
Cost of Revenues:                    
  Technical Services     297,926     290,882     144,730  
  Site Services     159,042     148,196     101,773  
  Corporate Items     7,870     14,383     5,966  
   
 
 
 
  Total     464,838     453,461     252,469  
   
 
 
 
Selling, General & Administrative Expenses:                    
  Technical Services     48,748     48,585     26,627  
  Site Services     18,449     16,999     11,734  
  Corporate Items     36,440     41,472     23,157  
   
 
 
 
  Total     103,637     107,056     61,518  
   
 
 
 
EBITDA:                    
  Technical Services     97,943     83,310     48,728  
  Site Services     21,118     22,547     15,366  
  Corporate Items     (44,317 )   (55,405 )   (27,948 )
   
 
 
 
  Combined EBITDA Contribution     74,744     50,452     36,146  
   
 
 
 
Reconciliation to Consolidated Statements of Operations:                    
  Depreciation and amortization     24,094     26,482     15,508  
  Accretion of environmental liabilities     10,394     11,114     1,199  
  Restructuring and non-recurring severance charges     25     1,250     750  
  Other non-recurring refinancing-related expenses     1,326     —     —  
  Gain on disposal of assets held for sale     (479 )   —     —  
  Other acquisition costs     —     —     5,406  
   
 
 
 
Income from operations     39,384     11,606     13,283  
Other (income) expense     1,345     94     (129 )
Loss on refinancings     7,099     —     24,658  
Interest expense, net     22,297     23,724     13,414  
   
 
 
 
Income (loss) before provision for income taxes and cumulative effect of change in accounting principle   $ 8,643   $ (12,212 ) $ (24,660 )
   
 
 
 

154

        For the year ended December 31, 2004, the Company derived approximately $557.8 million or 86.7% of revenues from customers located in the United States and Puerto Rico, approximately $84.7 million or 13.2% of revenues from customers located in Canada, and less than 1.0% of revenues from customers in Mexico. For the year ended December 31, 2003, the Company derived approximately $540.7 million or 88.5% of revenues from customers located in the United States and Puerto Rico, approximately $70.3 million or 11.5% of revenues from customers located in Canada, and less than 1.0% of revenues from customers in Mexico. Prior to the acquisition of the CSD assets effective September 7, 2002, the Company derived substantially all of its revenues from environmental services provided to customers located in the United States and Puerto Rico. Following the acquisition of the CSD assets, the Company derived approximately $32.6 million or 9.3% of 2002 revenues from customers located in Canada.

        As of December 31, 2004, the Company had property, plant and equipment, net of depreciation and amortization of approximately $180.5 million, and permits and other intangible assets of $99.5 million. Of these totals, approximately $23.5 million or 13.0% of long-lived assets and $25.2 million or 25.3% of permits and other intangible assets were in Canada, with the balance being in the United States and Puerto Rico (except for insignificant assets in Mexico).

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

 
   As of December 31,
 
   2004
   2003
   2002
Property, plant & equipment, net                  
  Technical Services   $ 153,733   $ 138,467   $ 143,022
  Site Services     10,475     12,215     16,911
  Corporate or other assets     16,318     15,860     21,741
   
 
 
    $ 180,526   $ 166,542   $ 181,674
   
 
 
Intangible assets:                  
  Technical Services                  
    Goodwill   $ 18,884   $ 18,884   $ 18,884
    Permits, net     77,419     76,214     90,381
    Customer profile database, net     2,591     3,242     4,903
   
 
 
      98,894     98,340     114,168
   
 
 
  Site Services                  
    Goodwill     148     148     148
    Permits, net     433     329     364
    Customer profile database, net     20     26     46
   
 
 
      601     503     558
   
 
 
    $ 99,495   $ 98,843   $ 114,726
   
 
 

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(24) QUARTERLY DATA (UNAUDITED)

 
   First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 
   (in thousands except per share amounts)
2004                        
Revenues   $ 142,757   $ 161,631   $ 162,650   $ 176,181
Cost of revenues     107,460     115,842     116,835     124,701
Income from operations     4,100     9,364     11,239     14,681
Other income (expense)     5,287     (6,635 )   (85 )   88
(Loss) on refinancing     —     (7,099 )   —     —
Net income (loss)     2,817     (12,127 )   4,441     7,469
Basic earnings (loss) per share     0.14     (1.63 )   0.31     0.52
Diluted loss per share     (0.08 )   (1.63 )   0.25     0.42
 
   Revised First
Quarter
   Second
Quarter
   Third
Quarter
   (Restated)
Fourth
Quarter
  
 
   (in thousands except per share amounts)

  
2003                          
Revenues   $ 142,305   $ 172,035   $ 151,085   $ 145,544  
Cost of revenues     106,614     131,797     108,687     106,363  
Income (loss) from operations     (655 )   280     6,456     5,525  
Other income (expense)     17     162     8,755     (9,028 )
Cumulative effect of change in accounting principle, net of income taxes     66     —     —     —  
Net income (loss)     (7,202 )   (6,799 )   7,417     (11,016 )
Basic earnings (loss) per share     (0.60 )   (0.57 )   0.48     (0.85 )
Diluted loss per share     (0.60 )   (0.57 )   (0.09 )   (0.85 )

        As further discussed in Note 2, "Restatement of Financial Statements" and in connection with the preparation of its financial statements for the year ended December 31, 2004, the Company concluded that its previous methodology for estimating its self-insured workers compensation and motor vehicle insurance claims resulted in an understatement of its self-insured liabilities. The correction of the errors resulted in a charge to earnings in the fourth quarter of 2004 of $157 thousand or $(0.01) per basic and diluted share. The Company corrected the error for 2003 by restating the fourth quarter, which resulted in an increase in the previously reported cost of revenues of $255 thousand or a decrease of $0.01 per basic and diluted share.

        As further discussed in Note 21, "Loss on Refinancings," in the second quarter of 2004, the Company refinanced its then outstanding debt, redeemed its then outstanding Series C Preferred Stock and settled the related Embedded Derivative liability that resulted in net refinancing costs of $7.1 million.

        As further discussed in Note 18, "Redeemable Series C Preferred Stock," the Company had outstanding prior to June 30, 2004, 25,000 shares of Series C Convertible Preferred Stock which consisted of two components, namely, the Host Contract and an Embedded Derivative which reflected the right of the holders of the Series C Preferred Stock to convert into the Company's common stock on the terms set forth in the Series C Preferred Stock. The value of the Embedded Derivative was

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periodically marked to market which resulted in the inclusion of the following gains (losses) as a component of other income (expense):

Quarter Ended
   Amount
  
 
   (in thousands)

  
2004        
  First   $ 5,287  
  Second     (6,877 )

2003
 
 
 
 
  First   $ 17  
  Second     429  
  Third     8,748  
  Fourth     (9,573 )

        Earnings per share are computed independently for each of the quarters presented. Due to this, the 2004 quarterly basic and diluted earnings (loss) per share and the 2003 quarterly diluted loss per share do not equal the total computed for the year.

        The Company revised results for the first quarter of 2003 to reflect an increase of $58 thousand in previously reported cumulative effect of change in accounting principle, net of taxes. This change did not result in a change from previously reported basic and diluted loss per share of $(0.60).

(25) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

        As further described in Note 10, "Financing Arrangements," 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.

        In addition, as part of the refinancing of the Company's debt, one of the parent's Canadian subsidiaries made a $91.7 million (U.S.) investment in the preferred stock of one of the parent's domestic subsidiaries and issued, in partial payment for such investment, a promissory note for $89.4 million (U.S.) payable to one of the parent's domestic subsidiaries. The dividend rate on such preferred stock is 11.125% per annum and the interest rate on such promissory note is 11.0% per annum. The effect of this transaction was to increase stockholders' equity of a U.S. guarantor subsidiary, to increase interest income of a U.S. guarantor subsidiary, to increase debt of a foreign non-guarantor subsidiary, and to increase interest expense of a foreign non-guarantor subsidiary.

157

'

        Following is the condensed consolidating balance sheet at December 31, 2004 (in thousands):

 
   Clean
Harbors, Inc.
   U.S. Guarantor
Subsidiaries
   Domestic
Non-Guarantor
Subsidiary
   Foreign
Non-Guarantor
Subsidiaries
   Consolidating
Adjustments
   Total
  
Assets:                                      
  Cash and cash equivalents   $ 76   $ 20,984   $ —   $ 10,021   $ —   $ 31,081  
  Marketable securities     10,000     6,800     —     —     —     16,800  
  Accounts receivable, net     9     100,547     —     20,330     —     120,886  
  Unbilled accounts receivable     —     2,817     —     2,560     —     5,377  
  Intercompany receivables     17,139     —     8     6,050     (23,197 )   —  
  Deferred costs     —     3,965     —     958     —     4,923  
  Prepaid expenses     2,951     9,957     —     499     —     13,407  
  Supplies inventories     —     9,656     —     662     —     10,318  
  Properties held for sale     —     8,849     —     —     —     8,849  
  Property, plant and equipment, net     —     156,905     —     23,621     —     180,526  
  Deferred financing costs     8,935     —     —     15     —     8,950  
  Goodwill, net     —     19,032     —     —     —     19,032  
  Permits and other intangibles, net     —     55,236     —     25,227     —     80,463  
  Investments in subsidiaries     133,504     44,385     —     91,654     (269,543 )   —  
  Deferred tax asset     —     —     —     676     —     676  
  Intercompany note receivable     —     99,717     —     3,701     (103,418 )   —  
  Other assets     —     1,560     —     1,854     —     3,414  
   
 
 
 
 
 
 
    Total assets   $ 172,614   $ 540,410   $ 8   $ 187,828   $ (396,158 ) $ 504,702  
   
 
 
 
 
 
 
Liabilities and Stockholders' Equity:                                      
  Uncashed checks   $ —   $ 4,769   $ —   $ 1,773   $ —   $ 6,542  
  Accounts payable     —     57,716     —     12,647     —     70,363  
  Accrued disposal costs     —     1,630     —     1,402     —     3,032  
  Deferred revenue     —     17,236     —     4,824     —     22,060  
  Other accrued expenses     8,675     28,890     —     3,489     —     41,054  
  Income taxes payable     1,078     310     —     914     —     2,302  
  Intercompany payables     —     23,197     —     —     (23,197 )   —  
  Closure, post-closure and remedial liabilities     —     166,211     —     15,057     —     181,268  
  Long-term obligations     148,122     —     —     —     —     148,122  
  Capital lease obligations     —     4,160     —     847     —     5,007  
  Other long-term liabilities     —     —     —     13,298     —     13,298  
  Intercompany note payable     3,701     —     —     99,717     (103,418 )   —  
  Accrued pension cost     —     —     —     616     —     616  
   
 
 
 
 
 
 
    Total liabilities     161,576     304,119     —     154,584     (126,615 )   493,664  

Stockholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Series B convertible preferred stock     1     —     —     —     —     1  
    Common stock     143     —     —     2,236     (2,236 )   143  
    Additional paid-in capital     62,165     206,787     —     4,049     (210,836 )   62,165  
    Accumulated other comprehensive income     8,667     14,473     —     (1,632 )   (12,841 )   8,667  
    Retained earnings (deficit)     (59,938 )   15,031     8     28,591     (43,630 )   (59,938 )
   
 
 
 
 
 
 
      Total stockholders' equity     11,038     236,291     8     33,244     (269,543 )   11,038  
   
 
 
 
 
 
 
Total liabilities and stockholders' equity   $ 172,614   $ 540,410   $ 8   $ 187,828   $ (396,158 ) $ 504,702  
   
 
 
 
 
 
 

158

        Following is the condensed consolidating balance sheet at December 31, 2003 (in thousands):

 
   Clean
Harbors, Inc.
   U.S. Guarantor
Subsidiaries
   Domestic
Non-Guarantor
Subsidiary
   Foreign
Non-Guarantor
Subsidiaries
   Consolidating
Adjustments
   (Restated)
Total
  
Assets:                                      
  Cash and cash equivalents   $ —   $ 5,313   $ 14   $ 1,004   $ —   $ 6,331  
  Accounts receivable, net     —     97,255     —     17,174     —     114,429  
  Unbilled accounts receivable     —     7,030     —     2,446     —     9,476  
  Intercompany receivables     2,056     —     305     213     (2,574 )   —  
  Deferred costs     —     4,587     —     808     —     5,395  
  Prepaid expenses     1,597     6,699     —     286     —     8,582  
  Supplies inventories     —     8,522     —     496     —     9,018  
  Properties held for sale     —     12,690     —     —     —     12,690  
  Property, plant and equipment, net     —     150,755     —     15,787     —     166,542  
  Restricted cash and cash equivalents     88,817     —     —     —     —     88,817  
  Deferred financing costs     6,277     —     —     20     —     6,297  
  Goodwill, net     —     19,032     —     —     —     19,032  
  Permits and other intangibles, net     —     58,840     —     20,971     —     79,811  
  Investments in subsidiaries     116,767     —     —     —     (116,767 )   —  
  Intercompany note receivable     —     —     —     24,209     (24,209 )   —  
  Deferred tax asset     —     —     —     6,772     —     6,772  
  Other assets     —     5,045     —     1,922     —     6,967  
   
 
 
 
 
 
 
    Total assets   $ 215,514   $ 375,768   $ 319   $ 92,108   $ (143,550 ) $ 540,159  
   
 
 
 
 
 
 
Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity:                                      
  Uncashed checks   $ —   $ 5,139   $ —   $ 844   $ —   $ 5,983  
  Revolving credit facility     33,493     —     —     1,798     —     35,291  
  Accounts payable     —     50,813     —     9,798     —     60,611  
  Accrued disposal costs     —     1,492     —     529     —     2,021  
  Deferred revenue     —     18,644     —     4,155     —     22,799  
  Other accrued expenses     1,710     29,250     17     2,880     —     33,857  
  Income taxes payable     203     221     —     2,199     —     2,623  
  Intercompany payables     —     2,574     —     —     (2,574 )   —  
  Closure, post-closure and remedial liabilities     —     169,191     —     13,940     —     183,131  
  Long-term obligations     147,209     —     —     —     —     147,209  
  Capital lease obligations     —     4,167     —     452     —     4,619  
  Other long-term liabilities     9,572     —     —     8,483     —     18,055  
  Intercompany note payable     —     24,209     —     —     (24,209 )   —  
  Accrued pension cost     —     —     —     633     —     633  
   
 
 
 
 
 
 
    Total liabilities     192,187     305,700     17     45,711     (26,783 )   516,832  
Redeemable Series C Convertible Preferred Stock     15,631     —     —     —     —     15,631  

Stockholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Series B convertible preferred stock     1     —     —     —     —     1  
    Common stock     139     —     300     —     (300 )   139  
    Additional paid-in capital     63,642     90,413     —     24,987     (115,400 )   63,642  
    Accumulated other comprehensive income     6,452     —     —     6,452     (6,452 )   6,452  
    Retained earnings (deficit)     (62,538 )   (20,345 )   2     14,958     5,385     (62,538 )
   
 
 
 
 
 
 
      Total stockholders' equity     7,696     70,068     302     46,397     (116,767 )   7,696  
   
 
 
 
 
 
 
Total liabilities, redeemable convertible preferred stock and stockholders' equity   $ 215,514   $ 375,768   $ 319   $ 92,108   $ (143,550 ) $ 540,159  
   
 
 
 
 
 
 

159

        Following is the consolidating statement of operations for the year ended December 31, 2004 (in thousands):

 
   Clean
Harbors, Inc.
   U.S. Guarantor
Subsidiaries
   Domestic
Non-Guarantor
Subsidiary
   Foreign
Non-Guarantor
Subsidiaries
   Consolidating
Adjustments
   Total
  
Revenues   $ —   $ 530,124   $ 61   $ 129,056   $ (16,022 ) $ 643,219  
Cost of revenues     —     395,727     12     85,072     (15,973 )   464,838  
Selling, general and administrative expenses     35     82,980     43     21,500     (49 )   104,509  
Accretion of environmental liabilities     —     9,702     —     692     —     10,394  
Depreciation and amortization     —     21,086     —     3,008     —     24,094  
   
 
 
 
 
 
 
Income (loss) from operations     (35 )   20,629     6     18,784     —     39,384  
Other income (expense)     (1,590 )   245     —     —     —     (1,345 )
Equity in earnings of subsidiaries     35,761     7,843     —     —     (43,604 )   —  
(Loss) on refinancing     (7,099 )   —     —     —     —     (7,099 )
Intercompany dividend income (expense)     —     —     —     5,411     (5,411 )   —  
Intercompany interest income (expense)     —     5,223     —     (5,223 )   —     —  
Interest (expense), net     (23,475 )   1,478     —     (300 )   —     (22,297 )
   
 
 
 
 
 
 
Income (loss) before provision for income taxes     3,562     35,418     6     18,672     (49,015 )   8,643  
Provision for income taxes     962     42     —     5,039     —     6,043  
   
 
 
 
 
 
 
Net income (loss)   $ 2,600   $ 35,376   $ 6   $ 13,633   $ (49,015 ) $ 2,600  
   
 
 
 
 
 
 

        Following is the consolidating statement of operations for the year ended December 31, 2003 (in thousands):

 
   Clean
Harbors, Inc.
   U.S. Guarantor
Subsidiaries
   Domestic
Non-Guarantor
Subsidiary
   Foreign
Non-Guarantor
Subsidiaries
   Consolidating
Adjustments
   (Restated)
Total
  
Revenues   $ —   $ 509,266   $ 50   $ 116,393   $ (14,740 ) $ 610,969  
Cost of revenues     —     393,334     8     74,804     (14,685 )   453,461  
Selling, general and administrative expenses     314     86,852     54     21,265     (55 )   108,430  
Accretion of environmental liabilities     —     10,558     —     556     —     11,114  
Depreciation and amortization     —     22,401     —     4,081     —     26,482  
Restructuring     —     (124 )   —     —     —     (124 )
   
 
 
 
 
 
 
Income (loss) from operations     (314 )   (3,755 )   (12 )   15,687     —     11,606  
Other income (expense)     (94 )   —     —     —     —     (94 )
Equity in earnings of subsidiaries     4,982     —     —     —     (4,982 )   —  
Interest (expense), net     (22,167 )   (1,301 )   —     (256 )   —     (23,724 )
   
 
 
 
 
 
 
Income (loss) before provision for income taxes and cumulative effect of change in accounting principle     (17,593 )   (5,056 )   (12 )   15,431     (4,982 )   (12,212 )
Provision for income taxes     7     182     (4 )   5,137     —     5,322  
   
 
 
 
 
 
 
Income (loss) before cumulative effect of change in accounting principle     (17,600 )   (5,238 )   (8 )   10,294     (4,982 )   (17,534 )
Cumulative effect of change in accounting principle, net of tax     —     169     —     (103 )   —     66  
   
 
 
 
 
 
 
Net income (loss)   $ (17,600 ) $ (5,407 ) $ (8 ) $ 10,397   $ (4,982 ) $ (17,600 )
   
 
 
 
 
 
 

160

        Following is the consolidating statement of operations for the year ended December 31, 2002 (in thousands):

 
   Clean
Harbors, Inc.
   U.S. Guarantor
Subsidiaries
   Domestic
Non-Guarantor
Subsidiary
   Foreign
Non-Guarantor
Subsidiaries
   Consolidating
Adjustments
   (Restated)
Total
  
Revenues   $ —   $ 317,311   $ 50   $ 35,926   $ (3,154 ) $ 350,133  
Cost of revenues     —     232,835     3     22,738     (3,107 )   252,469  
Selling, general and administrative expenses     166     56,335     47     5,017     (47 )   61,518  
Accretion of environmental liabilities     —     1,147     —     52     —     1,199  
Depreciation and amortization     —     14,621     —     887     —     15,508  
Restructuring     —     750     —     —     —     750  
Other acquisition costs     —     5,406     —     —     —     5,406  
   
 
 
 
 
 
 
Income from operations     (166 )   6,217     —     7,232     —     13,283  
Other income (expense)     129     —     —     —     —     129  
(Loss) on refinancing     (21,266 )   (3,392 )   —     —     —     (24,658 )
Equity in earnings of subsidiaries     6,037     —     —     —     (6,037 )   —  
Interest (expense), net     (13,231 )   (182 )   —     (1 )   —     (13,414 )
   
 
 
 
 
 
 
Income (loss) before provision for income taxes     (28,497 )   2,643     —     7,231     (6,037 )   (24,660 )
Provision for income taxes     (50 )   1,167     —     2,670     —     3,787  
   
 
 
 
 
 
 
Net income (loss)   $ (28,447 ) $ 1,476   $ —   $ 4,561   $ (6,037 ) $ (28,447 )
   
 
 
 
 
 
 

161

        Following is the condensed consolidating statement of cash flows for the year ended December 31, 2004 (in thousands):

 
   Clean
Harbors, Inc.
   U.S. Guarantor
Subsidiaries
   Domestic
Non-Guarantor
Subsidiary
   Foreign
Non-Guarantor
Subsidiaries
   Consolidating
Adjustments
   Total
  
        Net cash (used in) provided by operating activities   $ 30,062   $ 51,040   $ (14 ) $ 14,976   $ (43,604 ) $ 52,460  
   
 
 
 
 
 
 
Cash flows from investing activities:                                      
  Additions to property, plant and equipment     —     (21,017 )   —     (5,326 )   —     (26,343 )
  Cost of restricted investments purchased     (4,390 )   —     —     —     —     (4,390 )
  Proceeds from sales of restricted investments     93,207     —     —     —     —     93,207  
  Purchases of marketable securities     (80,925 )   (9,800 )   —     —     —     (90,725 )
  Sales of marketable securities     70,925     3,000     —     —     —     73,925  
  Proceeds from sale of fixed assets     —     2,184     —     —     —     2,184  
  Increase in permits     —     (227 )   —     —     —     (227 )
  Investment in subsidiaries     (35,761 )   (7,843 )   —     (90,320 )   133,924     —  
   
 
 
 
 
 
 
        Net cash (used in) provided by investing activities     43,056     (33,703 )   —     (95,646 )   133,924     47,631  
   
 
 
 
 
 
 
Cash flows from financing activities:                                      
  Repayments on Senior Loans     (107,209 )   —     —     —     —     (107,209 )
  Issuance of Senior Secured Notes     148,045     —     —     —     —     148,045  
  Net repayments under revolving credit facility     (33,492 )   —     —     (1,676 )   —     (35,168 )
  Redemption of Series C Preferred Stock     (25,000 )   —     —     —     —     (25,000 )
  Change in uncashed checks     —     (370 )   —     789     —     419  
  Proceeds from exercise of stock options     386     —     —     —     —     386  
  Dividend payments on preferred stock     (2,187 )   —     —     —     —     (2,187 )
  Deferred financing costs incurred     (10,289 )   —     —     —     —     (10,289 )
  Proceeds from employee stock purchase plan     487     —     —     —     —     487  
  Payments of capital leases     —     (1,296 )   —     (180 )   —     (1,476 )
  Repayment of Subordinated Loans     (40,000 )   —     —     —     —     (40,000 )
  Intercompany note     —     (90,320 )   —     90,320     —     —  
  Issuance of preferred stock     —     90,320     —     —     (90,320 )   —  
  Debt extinguishment payments     (3,420 )   —     —     —     —     (3,420 )
  Cash paid in lieu of warrants     (363 )   —     —     —     —     (363 )
   
 
 
 
 
 
 
        Net cash (used in) provided by financing activities     (73,042 )   (1,666 )   —     89,253     (90,320 )   (75,775 )
   
 
 
 
 
 
 
Increase (decrease) in cash and cash equivalents     76     15,671     (14 )   8,583     —     24,316  
Effect of exchange rate change on cash     —     —     —     434     —     434  
Cash and cash equivalents, beginning of year     —     5,313     14     1,004     —     6,331  
   
 
 
 
 
 
 
Cash and cash equivalents, end of year   $ 76   $ 20,984   $ —   $ 10,021   $ —   $ 31,081  
   
 
 
 
 
 
 

162

        Following is the condensed consolidating statement of cash flows for the year ended December 31, 2003 (in thousands):

 
   Clean
Harbors, Inc.
   U.S. Guarantor
Subsidiaries
   Domestic
Non-Guarantor
Subsidiary
   Foreign
Non-Guarantor
Subsidiaries
   Consolidating
Adjustments
   Total
  
        Net cash (used in) provided by operating activities   $ 19,279   $ 6,447   $ (8 ) $ 18,121   $ (4,982 ) $ 38,857  
   
 
 
 
 
 
 
Cash flows from investing activities:                                      
  Acquisition of CSD assets     7,890     —     —     —     —     7,890  
  Additions to property, plant and equipment     —     (32,186 )   —     (2,646 )   —     (34,832 )
  Cost of restricted investments purchased     (34,881 )   —     —     —     —     (34,881 )
  Investment in subsidiaries     (4,982 )   —     —     —     4,982     —  
  Proceeds from sales of restricted investments     6,317     256     —     —     —     6,573  
  Proceeds from sale of fixed assets     —     2,239     —     13     —     2,252  
   
 
 
 
 
 
 
        Net cash (used in) provided by investing activities     (25,656 )   (29,691 )   —     (2,633 )   4,982     (52,998 )
   
 
 
 
 
 
 
Cash flows from financing activities:                                      
  Repayments on Senior Loans     (7,791 )   —     —     —     —     (7,791 )
  Net borrowings under revolving credit facility     15,784     —     —     1,666     —     17,450  
  Intercompany notes     —     24,209     —     (24,209 )   —     —  
  Change in uncashed checks     —     (2,094 )   —     782     —     (1,312 )
  Proceeds from exercise of stock options     520     —     —     —     —     520  
  Dividend payments on preferred stock     (974 )   —     —     —     —     (974 )
  Deferred financing costs incurred     (1,704 )   —     —     (23 )   —     (1,727 )
  Proceeds from employee stock purchase plan     542     —     —     —     —     542  
  Payments on capital leases     —     (789 )   —     (50 )   —     (839 )
   
 
 
 
 
 
 
        Net cash (used in) provided by financing activities     6,377     21,326     —     (21,834 )   —     5,869  
   
 
 
 
 
 
 
Decrease in cash and cash equivalents     —     (1,918 )   (8 )   (6,346 )   —     (8,272 )
Effect of exchange rate change on cash     —     —     —     921     —     921  
Cash and cash equivalents, beginning of year     —     7,231     22     6,429     —     13,682  
   
 
 
 
 
 
 
Cash and cash equivalents, end of year   $ —   $ 5,313   $ 14   $ 1,004   $ —   $ 6,331  
   
 
 
 
 
 
 

163

        Following is the condensed consolidating statement of cash flows for the year ended December 31, 2002 (in thousands):

 
   Clean
Harbors, Inc.
   U.S. Guarantor
Subsidiaries
   Domestic
Non-Guarantor
Subsidiary
   Foreign
Non-Guarantor
Subsidiaries
   Consolidating
Adjustments
   Total
  
        Net cash (used in) provided by operating activities   $ (13,421 ) $ 15,692   $ (1 ) $ 9,416   $ (6,037 ) $ 5,649  
   
 
 
 
 
 
 
Cash flows from investing activities:                                      
  Acquisition of CSD assets     (34,330 )   (7,415 )   —     (2,472 )   —     (44,217 )
  Additions to property, plant and equipment     —     (11,981 )   —     (479 )   —     (12,460 )
  Cost of restricted investments purchased     (60,256 )   —     —     —     —     (60,256 )
  Investment in subsidiaries     (6,037 )   —     —     —     6,037     —  
  Proceeds from sales of restricted investments     —     792     —     —     —     792  
  Proceeds from sale of fixed assets     —     402     —     —     —     402  
   
 
 
 
 
 
 
        Net cash (used in) provided by investing activities     (100,623 )   (18,202 )   —     (2,951 )   6,037     (115,739 )
   
 
 
 
 
 
 
Cash flows from financing activities:                                      
  Issuance of Senior Loans     115,000     —     —     —     —     115,000  
  Net borrowings under revolving credit facility     17,709     —     —     —     —     17,709  
  Issuance of preferred stock and embedded derivative     25,000     —     —     —     —     25,000  
  Issuance costs of preferred stock     (2,891 )   —     —     —     —     (2,891 )
  Payments on long-term obligations     (21,424 )   —     —     —     —     (21,424 )
  Change in uncashed checks     —     3,049     —     —     —     3,049  
  Proceeds from exercise of stock options     982     —     —     —     —     982  
  Dividend payments on preferred stock     (536 )   —     —     —     —     (536 )
  Deferred financing costs incurred     (8,222 )   —     —     —     —     (8,222 )
  Proceeds from employee stock purchase plan     274     —     —     —     —     274  
  Issuance of Subordinated Loans     40,000     —     —     —     —     40,000  
  Repayment of Subordinated Notes     (35,000 )   —     —     —     —     (35,000 )
  Borrowings on Term Notes     3,200     —     —     —     —     3,200  
  Debt extinguishment payments     (20,048 )   —     —     —     —     (20,048 )
   
 
 
 
 
 
 
        Net cash provided by financing activities     114,044     3,049     —     —     —     117,093  
   
 
 
 
 
 
 
Increase (decrease) in cash and cash equivalents     —     539     (1 )   6,465     —     7,003  
Effect of exchange rate change on cash     —     —     —     (36 )   —     (36 )
Cash and cash equivalents, beginning of year     —     6,692     23     —     —     6,715  
   
 
 
 
 
 
 
Cash and cash equivalents, end of year   $ —   $ 7,231   $ 22   $ 6,429   $ —   $ 13,682  
   
 
 
 
 
 
 

164


CLEAN HARBORS, INC. AND SUBSIDIARIES

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended December 31, 2004

(in thousands)

Allowance for Doubtful Accounts
   Balance
Beginning
Of Period
   Additions
Charged to
Operating
Expense
   Deductions
From
Reserves(a)
   Balance
End of
Period
2002   1,698   842   152   2,388
2003   2,388   2,439   1,255   3,572
2004   3,572   1,232   1,081   3,723
(a)
Amounts deemed uncollectible, net of recoveries.

165


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.


ITEM 9A. CONTROLS AND PROCEDURES

        Under the supervision and with the participation of the Company's management, including the Chief Executive Officer and its Chief Financial Officer, management evaluated the effectiveness of the Company's disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on that evaluation, the Company's Chief Executive Officer and its Chief Financial Officer concluded that the Company's disclosure controls and procedures were ineffective at the reasonable assurance level as of December 31, 2004 because of the material weakness discussed below. In light of the material weakness described below, the Company performed additional analysis and other post-closing procedures to ensure our consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-K fairly present in all material respects the Company's financial position, results of operations and cash flows for the periods presented.

        The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of the Company's management, including the principal executive officer and principal financial officer, the Company is in the process of conducting an evaluation of its internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        While the Company's evaluation of internal control over financial reporting has not yet been completed, the Company's management has concluded as of the date of this filing that it had a "material weakness" as of December 31, 2004. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of December 31, 2004, the Company did not maintain effective controls over the completeness and accuracy of its self-insured workers' compensation and motor vehicle liability reserves. Specifically, the Company did not have effective controls over estimating and monitoring self-insured workers' compensation and motor vehicle liability reserves. This control deficiency resulted in the restatement of the Company's consolidated financial statements for the years ending December 31, 2003 and 2002, the restatement of the quarterly data for the fourth quarter ended December 31, 2003, as well as a fourth quarter audit adjustment in the 2004 financial statements. Additionally, this control deficiency could result in a misstatement of workers' compensation and motor vehicle liability reserves that would result in a material misstatement to annual or interim financial statements that would not be prevented or detected. Accordingly, management determined that this control deficiency constituted a material weakness as of December 31, 2004.

        The existence of one or more material weaknesses as of December 31, 2004 precludes a conclusion that the Company's internal control over financial reporting was effective as of that date, based on the criteria in the Internal Control-Integrated Framework. Accordingly, when management ultimately completes its evaluation, it will conclude that the Company's internal control over financial reporting was not effective as of December 31, 2004. In addition, the Company's independent registered public accounting firm will issue an adverse opinion on the effectiveness of the Company's internal control

166


over financial reporting as of December 31, 2004. Since management has not completed its testing and evaluation of the Company's internal control over financial reporting and the control deficiencies identified to date, the Company's management may ultimately identify additional control deficiencies as being material weaknesses in "Management's Report on Internal Control over Financial Reporting."

        Securities and Exchange Commission Release No. 34-50754, subject to certain conditions, provides up to 45 additional days beyond the original due date of this Form 10-K for the filing of management's report on internal control over financial reporting required by Item 308(a) of Regulation S-K, and the related report of the independent registered public accounting firm, as required by Item 308(b) of Regulation S-K. Management's report on internal control over financial reporting and the associated report on the audit of management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2004, are not filed herein and are expected to be filed no later than May 2, 2005.

        In order to remediate the control weakness in the Company's internal control over financial reporting described above, the Company is now using an actuarial-based method for estimating its reserves for self-insured workers' compensation and motor vehicle liability reserves.

        Except as otherwise discussed herein, there have not been any changes in the Company's internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the Company's fiscal quarter ended December 31, 2004 that have materially affected, or are reasonable likely to materially affect, the Company's internal control over financial reporting.

        The Company's management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and procedures or the Company's internal control over financial reporting will prevent all errors and all fraud.

        A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        Further, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations of controls and procedures and internal control over financial reporting, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.


ITEM 9B. OTHER INFORMATION

        None.

167


PART III

        Except for the information set forth below under Item 12 with respect to securities authorized for issuance under the registrant's equity compensation plans, the information called for by Item 10 (Directors and Executive Officers of the Registrant), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions), and Item 14 (Principal Accountant Fees and Services) is incorporated herein by reference to the registrant's definitive proxy statement for its 2005 Annual Meeting of Stockholders, which definitive proxy statement is expected to be filed with the Commission not later than April 30, 2005.

        For the purpose of calculating the aggregate market value of the voting stock of the registrant held by nonaffiliates as shown on the cover page of this report, it has been assumed that the directors and executive officers of the registrant, as will be set forth in the Company's definitive proxy statement for its 2005 Annual Meeting of Stockholders, are the only affiliates of the registrant. However, this should not be deemed to constitute an admission that all of such persons are, in fact, affiliates or that there are not other persons who may be deemed affiliates of the registrant.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        In addition to the information about the security ownership of certain beneficial owners and management and related stockholder matters which is incorporated herein by reference to the Company's definitive proxy statement for the Company's 2005 Annual Meeting of Stockholders, the following table includes information as of December 31, 2004 regarding shares of common stock authorized for issuance under the Company's equity compensation plans. The Company's stockholders previously approved each of the plans.

Plan Category
   Number of securities to be issued upon exercise of outstanding options, warrants and rights(a)
   Weighted-average exercise price of outstanding options, warrants and rights(b)
   Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)
Equity compensation plans approved by security holders(1)   1,635,768   $ 8.28   207,581
(1)
Includes (i) the Company's 1987 Equity Incentive Plan (the "1987 Plan") which expired in 1997, but under which there were outstanding options on December 31, 2004 for an aggregate of 31,750 shares, (ii) the Company's 1992 Equity Incentive Plan (the "1992 Plan") which expired in 2002, but under which there were outstanding options on December 31, 2004 for an aggregate of 401,265 shares, and (iii) the Company's 2000 Equity Incentive Plan under which there were outstanding options on December 31, 2004 for an aggregate of 1,202,753 shares and 207,581 shares were available for grant of future options.

        In addition, in May of 1995, the Company's stockholders approved an Employee Stock Purchase Plan (the "ESPP"), which is a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, through which the Company's employees were given the opportunity to purchase shares of common stock at 85% of the lower of the market price at the beginning and end of each quarter. On December 31, 2004, there were 132,480 shares reserved for future issuance under the ESSP.

        Note 22 to the financial statements appearing in Item 8 of this annual report on Form 10-K presents further information about the plans summarized above.

168


PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 
    
   Page
1.   Financial Statements:    
    Report of Independent Auditors   87
    Consolidated Statements of Operations for the Three Years Ended December 31, 2004   88
    Consolidated Balance Sheets as of December 31, 2004 and 2003   89
    Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2004   91
    Consolidated Statements of Stockholders' Equity for the Three Years Ended December 31, 2004   93
    Notes to Consolidated Financial Statements   95
2.   Financial Statement Schedule:    
    Schedule II Valuation and Qualifying Accounts for the Three Years Ended December 31, 2004   166

        All other schedules are omitted because they are not applicable, not required, or because the required information is included in the financial statements or notes thereto.

3.
Exhibits:

        Exhibits to this annual report on Form 10-K have been included only with the copies of the Form 10-K filed with the Securities and Exchange Commission. Upon request to the Company and payment of a reasonable fee, copies of the individual exhibits will be furnished. The Company undertakes to furnish to the Commission upon request copies of instruments (in addition to the exhibits listed below) relating to the Company's acquisitions and long-term debt.

Item No.
   Description
   Location
2.1   Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller, and Clean Harbors, Inc., as Purchaser, dated as of February 22, 2002   (1)
2.2   First Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller, and Clean Harbors, Inc., as Purchaser, dated as of March 8, 2002   (2)
2.3   Second Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc. as Seller, and Clean Harbors, Inc. as Purchaser, dated as of April 30, 2002   (3)
2.4   Third Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller, and Clean Harbors, Inc., as Purchaser, dated as of September 6, 2002   (4)
2.5   Fourth Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller and Clean Harbors, Inc., as Purchaser, dated as of July 14, 2003   (5)
3.1   Restated Articles of Organization of Clean Harbors, Inc. and amendments thereto   (6)
3.2   Certificate of Vote of Directors Establishing a Series of a Class of Stock (Series B Convertible Preferred Stock)   (7)
3.4A   Amended and Restated By-Laws of Clean Harbors, Inc.   (8)
         

169

4.28   Loan and Security Agreement dated as of June 30, 2004 by and among Credit Suisse First Boston as Administrative Agent under the LC Facility, Fleet Capital Corporation as Administrative Agent and Sole Arranger under the Revolving Facility, Goldman Sachs Credit Partners L.P. as Syndication Agent under the LC Facility, Credit Suisse First Boston as Documentation Agent under the LC Facility, Credit Suisse First Boston and Goldman Sachs Credit Partners L.P. as Joint Lead Arrangers and Joint Lead Bookrunners under the LC Facility, the other financial institutions party thereto from time to time as Lenders, Clean Harbors, Inc. and the subsidiaries of Clean Harbors, Inc. party thereto as Borrowers and the Guarantors named therein as Guarantors   (9)
4.28A   Amendment No. 1 to Loan and Security Agreement dated as of July 20, 2004 by and among Credit Suisse First Boston as Administrative Agent under the LC Facility, Fleet Capital Corporation as Administrative Agent and Sole Arranger under the Revolving Facility, Goldman Sachs Credit Partners L.P. as Syndication Agent under the LC Facility, Credit Suisse First Boston as Documentation Agent under the LC Facility, Credit Suisse First Boston and Goldman Sachs Credit Partners L.P. as Joint Lead Arrangers and Joint Lead Bookrunners under the LC Facility, the other financial institutions party thereto from time to time as Lenders, Clean Harbors, Inc. and the subsidiaries of Clean Harbors, Inc. party thereto as Borrowers and the Guarantors named therein as Guarantors   (9)
4.29   Security Agreement dated as of June 30, 2004 among Clean Harbors, Inc., various subsidiaries of Clean Harbors, Inc., U.S. Bank National Association as trustee for the Second Lien Note Creditors and Credit Suisse First Boston as Collateral Agent and LC Facility Administrative Agent   (9)
4.30   Purchase Agreement dated as of June 17, 2004 by and among Credit Suisse First Boston LLC, Goldman, Sachs & Co., and Clean Harbors, Inc. and the subsidiaries of Clean Harbors, Inc. party thereto   (9)
4.31   Registration Rights Agreement dated as of June 30, 2004 by and among Credit Suisse First Boston LLC, Goldman Sachs & Co., and Clean Harbors, Inc. and the subsidiaries of Clean Harbors, Inc. party thereto   (9)
4.32   Indenture dated as of June 30, 2004 by and among Clean Harbors, Inc., the Guarantors party thereto and U.S. Bank National Association as Trustee   (9)
10.35   Stock Purchase Agreement among Clean Harbors, Inc., Southdown Environmental Treatment Systems, Inc. and Southdown, Inc. dated as of June 23, 1992   (7)
10.36   Stock Purchase Agreement among Clean Harbors, Inc., Southdown Environmental Treatment Systems, Inc. and Southdown, Inc. dated as of February 16, 1993   (7)
10.38   Clean Harbors, Inc. 1992 Equity Incentive Plan   (10)
10.39   Asset Purchase Agreement among Clean Harbors of Chicago, Inc., Clean Harbors, Inc., CWM Chemical Services, Inc. and Chemical Waste Management, Inc. dated as of January 30, 1995   (11)
10.40   Asset Purchase Agreement among Clean Harbors Technology Corporation, Clean Harbors Inc. and Ecova Corporation dated as of March 31, 1995   (12)
10.41   Disposal Services Agreement by and between Chemical Waste Management, Inc. and its subsidiary and affiliated companies and Clean Harbors Environmental Services, Inc. and its affiliated companies dated as of October 31, 1995   (13)
         

170

10.42   Clean Harbors, Inc. 2000 Stock Incentive Plan   (14)
10.42A   Standard form of Non-Qualified Stock Option Agreement for employees   Filed herewith
10.42B   Form of Non-Qualified Stock Option Agreement for employees who are principal executive officers   Filed herewith
10.42C   Form of Non-Qualified Stock Option Agreement for non-employee directors   Filed herewith
10.43   Key Employee Retention Plan   (15)
10.44   Master Waste Disposal Agreement dated as of September 10, 2002 by and between Safety-Kleen Services, Inc., and Clean Harbors Environmental Services, Inc.   (4)
10.45   Bill of Sale and Assignment dated as of September 10, 2002 by Safety-Kleen Services, Inc. and its Subsidiaries named therein, as Sellers, and Clean Harbors, Inc., as Purchaser, and its Subsidiaries named therein, as Purchasing Subs   (4)
10.46   Assumption Agreement made as of September 10, 2002 by Clean Harbors, Inc. in favor of Safety-Kleen Services, Inc. and its Subsidiaries named therein   (4)
10.48   Form of Common Stock Purchase Warrant expiring September 10, 2009   (9)
10.49   Investors Rights Agreement among Clean Harbors, Inc. and the initial holders of Common Stock Purchase Warrants expiring September 10, 2009, dated as of June 30, 2004   Filed herewith
21   Subsidiaries   Filed herewith
23   Consent of Independent Accountants   Filed herewith
24   Power of Attorney for John D. Barr, John P. DeVillars, John F. Kaslow, Daniel J. McCarthy, John T. Preston, Andrea Robertson, Thomas J. Shields and Lorne R. Waxlax   Filed herewith
31   Rule 13a-14a/15d-14(a) Certifications   Filed herewith
32   Section 1350 Certifications   Filed herewith
(1)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K filed on February 27, 2002.

(2)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 2001.

(3)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the Quarterly Period ended March 31, 2002.

(4)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K dated September 10, 2002.

(5)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the Quarterly Period ended June 30, 2003.

(6)
Incorporated by reference to Exhibit 3.1 to the Company's Form S-1 Registration Statement (No. 33-17565).

(7)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 1992.

(8)
Incorporated by reference to Exhibit 3.4A to the Company's Form 10-K Annual Report for the Fiscal Year Ended February 28, 1991.

(9)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the Quarterly Period ended June 30, 2004.

171

(10)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 1993.

(11)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 1994.

(12)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the Quarterly Period Ended June 30, 1995.

(13)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 1995.

(14)
Incorporated by reference to the Company's definitive Proxy Statement filed on April 28, 2000.

(15)
Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the Quarterly Period ended March 31, 1999.

172


SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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 on March 31, 2005.

    CLEAN HARBORS, INC.

 
 
By:
/s/  ALAN S. MCKIM      
Alan S. McKim
 Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
   Title
   Date

 
 
 
 
 
/s/  ALAN S. MCKIM      
Alan S. McKim		   Chairman Of The Board Of Directors, President and Chief Executive Officer   March 31, 2005

/s/  MARK S. BURGESS      
Mark S. Burgess
 
Executive Vice President and Chief Financial Officer
 
March 31, 2005

/s/  CARL D. PASCHETAG      
Carl D. Paschetag
 
Treasurer, Controller and Chief Accounting Officer
 
March 31, 2005

*
John D. Barr
 
Director
 
March 31, 2005

*
John P. Devillars
 
Director
 
March 31, 2005

*
John F. Kaslow
 
Director
 
March 31, 2005

*
Daniel J. McCarthy
 
Director
 
March 31, 2005
         

173


*
John T. Preston
 
Director
 
March 31, 2005

*
Andrea Robertson
 
Director
 
March 31, 2005

*
Thomas J. Shields
 
Director
 
March 31, 2005

*
Lorne R. Waxlax
 
Director
 
March 31, 2005

*By:
 
/s/  ALAN S. MCKIM      
Alan S. McKim
 Attorney-In-Fact
 
 
 
 

174



QuickLinks

CLEAN HARBORS, INC. ANNUAL REPORT ON FORM 10-K YEAR ENDED DECEMBER 31, 2004 TABLE OF CONTENTS
Forward-Looking Statements
PART I
PART II
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CLEAN HARBORS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share amounts)
CLEAN HARBORS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (dollars in thousands)
CLEAN HARBORS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (dollars in thousands)
CLEAN HARBORS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CLEAN HARBORS, INC. AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS For the Three Years Ended December 31, 2004 (in thousands)
PART III
PART IV
SIGNATURES


                                                                  EXHIBIT 10.42A

                             STOCK OPTION AGREEMENT

                            (2000 STOCK OPTION PLAN)

     This Agreement is made as of __________ by and between Clean Harbors, Inc.,
a Massachusetts corporation (the "Company") and ____________("Optionee").

     Whereas, Optionee is a valuable and trusted employee of the Company (which
for the purposes of this Agreement shall include its subsidiaries), and the
Company considers it desirable and in its best interests that Optionee be given
a future proprietary interest in the Company and an added incentive to advance
the interests of the Company by possessing an option to purchase common stock of
the Company having a $.01 par value ("Stock"), in accordance with the Clean
Harbors, Inc. Stock Option Plan adopted by the Board of Directors of the Company
on April 26, 2000 and approved by stockholders of the Company on June 16, 2000
(the "Plan"). The provisions of the Plan are hereby incorporated in and made
part of this document by reference.

     Now, therefore, in consideration of the foregoing premises, it is agreed by
and between the Company and Optionee as follows:

     1.   GRANT OF OPTION. Subject to and upon the terms and conditions of this
Agreement, the Company hereby grants to Optionee the right, privilege and option
to purchase _________("Option Shares") of Stock at a purchase price of _____ per
share.

     2.   TIME OF EXERCISE OF OPTION/VESTING. This option may be exercised
(shall vest) as to twenty (20%) percent of the total number of Option Shares on
the first anniversary of the date hereof and as to an additional twenty (20%)
percent on each anniversary date thereafter so that this option may be exercised
as to one hundred (100%) percent of the total number of Option Shares on and
after the fifth anniversary of the date hereof provided that, during the year
before exercise, the Optionee has performed a year of service to the Company (a
"year of service" being defined as any consecutive 12 month period during which
the employee has completed 1,500 hours of service, and an "hour of service"
being defined as each hour for which an employee is paid or entitled to payment
for the performance of duties for the employer during the applicable computation
period), and ending on the date of the termination of this option as provided in
Section 4 below.

     3.   METHOD OF EXERCISE. This option may be exercised by written notice
directed to the Stock Option Committee of the Board of Directors (the
"Committee") or to its designated representative at the Company's principal
place of business, specifying the number of Option shares to be purchased and
accompanied by a check in payment of the option price for the number of such
Shares specified. The Company shall make immediate delivery of such



Shares; provided, however that if any law or regulation require the Company to
take any action with respect to the Shares specified in such notice or if the
Committee deems it desirable to take such action as a condition to or in
connection with the sale or purchase of stock under the Plan before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period necessary to take such action. In no event shall this option be exercised
unless there is in effect with respect to the Shares being purchased a
registration statement under the Securities Act of 1933, as amended (the "Act"),
or unless the Company shall have received a written opinion of counsel for or
approved by the Company that the issuance of such Shares is exempt under the Act
and any applicable state securities laws. If the Company shall then have in
effect arrangements with a brokerage firm for Optionees to exercise options
without payment, or so called "cash-less" option exercises, and the Optionee
shall elect such method of exercise, the Optionee shall comply with the
Company's requirements and procedures for such exercise.

     4.   TERMINATION OF OPTION. Except as herein otherwise stated or as
otherwise determined by the Committee, this option, to the extent not previously
exercised, shall terminate upon the first to occur of the following dates:

     (a)  except as provided in subparagraphs (b), (c) and (d) below, the
expiration of three (3) months after the date on which Optionee's employment
with the Company is terminated;

     (b)  the expiration of twelve (12) months after the date on which
Optionee's employment with the Company is terminated if such termination is by
reason of permanent and total disability. Permanent and total disability is
defined as the inability to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months as determined by the Committee or
by a duly licensed physician designated by the Company;

     (c)  the expiration of twelve (12) months after the date of death of
Optionee; provided, however, that the person or persons to whom this option is
transferred by will or by the laws of descent and distribution may, at any time
within such one year period but not later than the date of expiration of this
option, exercise the option to the extent Optionee was entitled to do so on the
date of termination of employment (whether by death or otherwise). This option
or any portion owned by Optionee upon the date of Optionee's death not so
exercised shall terminate;

     (d)  the termination of Optionee's employment with the Company, if the
Committee determines that such termination was due to any activity by the
Optionee in competition with, or detrimental to, the Company, or if Optionee
terminated employment or association of his own volition in order to engage in,
or because he had engaged in, any such activity; and

     (e)  the expiration of ten (10) years from the grant of this option.



     5.   RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent that
the number of issued shares of Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of Shares subject to this
option and the option price per share shall be proportionately adjusted. If the
Company is reorganized or consolidated or merged with another corporation,
Optionee shall be entitled to receive options covering shares of such
reorganized, consolidated, or merged company in the same portion, at an
equivalent price, and subject to the same conditions. For purposes of the
preceding sentence, the excess of the aggregate fair market value of the Shares
subject to this option immediately after the reorganization, consolidation, or
merger over the aggregate option price of such Shares shall not be more than the
excess of the aggregate fair market value of all Shares subject to the option
immediately before such reorganization, consolidation, or merger over the
aggregate option price of such Shares, and the new option or assumption of the
old option shall not give Optionee additional benefits which Optionee did not
have under the old option, or deprive Optionee of benefits which Optionee had
under the old option.

     6.   CHANGE OF CONTROL. Notwithstanding the provisions of Section 2 above,
to the extent not previously exercised or terminated under the provision of
Section 4 above, this option may be exercised with respect to one hundred (100%)
percent of the total number of Option Shares remaining hereunder in the event of
both (i) the occurrence of a Change of Control of the Company (as defined
below), and (ii) within twelve (12) months after a Change of Control, either (a)
the Employee's employment with the Company shall be involuntarily terminated, or
(b) the Employee's position within the Company shall be changed and as a result
of such change, the Employee's salary shall be reduced or the Employee shall be
required to relocate his or her residence. A Change of Control of the Company
shall be deemed to have occurred if the Company is a party to any merger,
consolidation or sale of assets, or there is a tender offer for the Company's
common stock, or a contested election of the Company's directors, and as a
result of any such event, either (i) the directors of the Company in office
immediately before such event cease to constitute a majority of the Board of
Directors of the Company, or of the company succeeding to the Company's
business, or (ii) any company, person or entity (including one or more persons
and/or entities acting in concert as a group) other than an affiliate of the
Company gains "control" (ownership of more than eighty (80%) percent of the
outstanding voting stock of the Company) over the Company. The concept of
"control" shall be deemed to mean the direct or indirect ownership, beneficially
or of record, of voting stock of the Company. An "affiliate" shall be defined as
any person or entity which controls more than fifty (50%) percent of the Company
or is more than fifty (50%) percent controlled by the Company or by any other
person or entity which controls more than fifty (50%) percent of the Company.
Upon the exercise of this option prior to its termination and subsequent to a
Change of Control, the Optionee shall be entitled to receive the cash,
securities or other consideration he would have been entitled to receive had he
been entitled to exercise, and had he exercised, this option immediately prior
to such Change of Control.



     7.   RIGHTS PRIOR TO EXERCISE OF OPTION. This option is nontransferable by
Optionee, except in the event of death as provided in subparagraph 4(c) above,
and during lifetime is exercisable only by Optionee. Optionee shall have no
rights as a stockholder with respect to the Option Shares until payment of the
option price and delivery to Optionee of such Shares as herein provided.

     8.   BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and upon their respective heirs, executors,
administrators, successors, and assigns.

     9.   GOVERNING LAW. This Agreement shall be construed and governed in
accordance with the laws of the Commonwealth of Massachusetts.

     In witness whereof, the parties hereto have caused this Agreement to be
executed effective as of the day and year first above written.

                                        Clean Harbors, Inc.


                                        By:
                                           -----------------------------
                                           Stephen H. Moynihan
                                           Senior Vice President


- ---------------------------
Optionee Signature



                                                                  EXHIBIT 10.42B

                             STOCK OPTION AGREEMENT

     This Agreement is made as of the _____ day of _____________20__ by and
between Clean Harbors, Inc., a Massachusetts corporation (the "Company"), and
______________________ ("Optionee").

     Whereas, Optionee is a valuable and trusted employee of the Company (which
for the purposes of this Agreement shall include its subsidiaries), and the
Company considers it desirable and in its best interests that Optionee be given
an inducement to acquire a future proprietary interest in the Company and an
added incentive to advance the interests of the Company by possessing an option
to purchase common stock of the Company having a $.01 par value ("Stock"), in
accordance with the Clean Harbors, Inc. 2000 Stock Incentive Plan adopted by the
Board of Directors of the Company on April 26, 2000 and approved by stockholders
of the Company on July 16, 2000 (the "Plan"). The provisions of the Plan are
hereby incorporated in and made part of this document by reference.

     Now, therefore, in consideration of the foregoing premises, it is agreed by
and between the Company and Optionee as follows:

     1.   GRANT OF OPTION. Subject to and upon the terms and conditions of this
Agreement, the Company hereby grants to Optionee the right, privilege and option
to purchase _________ shares ("Option Shares") of Stock at the purchase price of
$_______________ per share.

     2.   TIME OF EXERCISE OF OPTION/VESTING. This option may be exercised
(shall vest) as to twenty (20%) percent of the total number of Option Shares
upon the first anniversary of the date of this grant and as to an additional
twenty (20%) percent on each anniversary date thereafter so that this option may
be exercised as to one hundred (100%) percent of the total number of Option
Shares on and after the fifth anniversary of the date hereof, provided that,
during the year before exercise, the Optionee has performed a year of service to
the Company (a "year of service" being defined as any consecutive 12 month
period during which the employee has completed 1,500 hours of service, and an
"hour of service" being defined as each hour for which an employee is paid or
entitled to payment for the performance of duties for the employer during the
applicable computation period), and ending on the date of the termination of
this option as provided in Section 4 below:

     3.   METHOD OF EXERCISE. This option may be exercised by written notice
directed to the Stock Option Committee of the Board of Directors (the
"Committee") or to its designated representative at the Company's principal
place of business, specifying the number of Option Shares to be purchased and
accompanied by a check in payment of the option price for the number of such
Shares specified. The Company shall make immediate delivery of such Shares;
provided, however, that if any law or regulation requires the Company to take
any action with respect to the Shares specified in such notice or if the
Committee deems it desirable to take such action as a condition to or in
connection with the sale or purchase of stock under the Plan before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period



necessary to take such action. In no event shall this option be exercised unless
there is in effect with respect to the Shares being purchased a registration
statement under the Securities Act of 1933, as amended (the "Act"), or unless
the Company shall have received a written opinion of counsel for or approved by
the Company that the issuance of such Shares is exempt under the Act and any
applicable state securities laws. If the Company shall then have in effect
arrangements with a brokerage firm for optionees to exercise options without
payment, or so called "cash-less" option exercises, and the Optionee shall elect
such method of exercise, the Optionee shall comply with the Company's
requirements and procedures for such exercise.

     4.   TERMINATION OF OPTION. Except as herein otherwise stated or as
otherwise determined by the Committee, this option, to the extent not previously
exercised, shall terminate upon the first to occur of the following dates:

               (a)  except as provided in subparagraphs (b), (c) and (d) below,
               the expiration of three (3) months after the date on which
               Optionee's employment with the Company is terminated;

               (b)  the expiration of twelve (12) months after the date on which
               Optionee's employment with the Company is terminated if such
               termination is by reason of permanent and total disability.
               Permanent and total disability is defined as the inability to
               engage in any substantial gainful activity by reason of any
               medically determinable physical or mental impairment which can be
               expected to result in death or which has lasted or can be
               expected to last for a continuous period of not less than 12
               months as determined by the Committee or by a duly licensed
               physician designated by the Company;

               (c)  the expiration of twelve (12) months after the date of death
               of optionee; provided, however, that the person or persons to
               whom this option is transferred by will or by the laws of descent
               and distribution may, at any time within such one year period but
               not later than the date of expiration of this option, exercise
               the option to the extent Optionee was entitled to do so on the
               date of termination of employment (whether by death or
               otherwise). This option or any portion owned by optionee upon the
               date of Optionee's death not so exercised shall terminate;

               (d)  the termination of Optionee's employment with the Company,
               if the Committee determines that such termination was due to any
               activity by the optionee in competition with, or detrimental to,
               the Company, or if Optionee terminated employment or association
               of his own volition in order to engage in, or because he had
               engaged in, any such activity; and

               (e)  the expiration of ten (10) years from the grant of this
               option.

     5.   RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent that
the number of issued shares of Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of Shares subject to this
option and the option price per share shall be proportionately adjusted. If the
Company is reorganized or consolidated or merged with another corporation,
Optionee shall be



entitled to receive options covering shares of such reorganized, consolidated,
or merged company in the same portion, at an equivalent price, and subject to
the same conditions. For purposes of the preceding sentence, the excess of the
aggregate fair market value of the Shares subject to this option immediately
after the reorganization, consolidation, or merger over the aggregate option
price of such Shares shall not be more than the excess of the aggregate fair
market value of all Shares subject to the option immediately before such
reorganization, consolidation, or merger over the aggregate option price of such
Shares, and the new option or assumption of the old option shall not give
Optionee additional benefits which Optionee did not have under the old option,
or deprive Optionee of benefits which Optionee had under the old option.

     6.  CHANGE OF CONTROL. Notwithstanding the provisions of Section 2 above,
to the extent not previously exercised or terminated under the provision of
Section 4 above, this option may be exercised with respect to one hundred (100%)
percent of the total number of Option Shares remaining hereunder in the event of
the occurrence of a Change of Control of the Company. A Change of Control of the
Company shall be deemed to have occurred if the Company is a party to any
merger, consolidation or sale of assets, or there is a tender offer for the
Company's common stock, or a contested election of the Company's directors, and
as a result of any such event, either (i) the directors of the Company in office
immediately before such event cease to constitute a majority of the Board of
Directors of the Company, or of the company succeeding to the Company's
business, or (ii) any company, person or entity (including one or more persons
and/or entities acting in concert as a group) other than an affiliate of the
Company gains control (ownership of more than eighty (80%) percent of the
outstanding voting stock of the Company) over the Company. The concept of
"control" shall be deemed to mean the direct or indirect ownership, beneficially
or of record, of voting stock of the Company. An "affiliate" shall be defined as
any person or entity which controls more than fifty (50%) percent of the Company
or is more than fifty (50%) percent controlled by the Company or by any other
person or entity which controls more than fifty (50%) percent of the Company.
Upon the exercise of this option prior to its termination and subsequent to a
Change of Control, the Optionee shall be entitled to receive the cash,
securities or other consideration he would have been entitled to receive had he
been entitled to exercise, and had he exercised, this option immediately prior
to such Change of Control.

     7.   RIGHTS PRIOR TO EXERCISE OF OPTION. This option is nontransferable by
Optionee, except in the event of death as provided in subparagraph 4(c) above,
and during lifetime is exercisable only by Optionee. Optionee shall have no
rights as a stockholder with respect to the Option Shares until payment of the
option price and delivery to Optionee of such Shares as herein provided.

     8.   BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and upon their respective heirs, executors,
administrators, successors, and assigns.

     9.   GOVERNING LAW. This Agreement shall be construed and governed in
accordance with the laws of the Commonwealth of Massachusetts.



     In witness whereof, the parties hereto have caused this Agreement to be
executed effective as of the day and year first above written.


                                   CLEAN HARBORS, INC.


                                   BY:
- -------------------------             -----------------------------------------
PRINT NAME                                      its duly authorized President
                                         and Chief Executive Officer



                                                                  EXHIBIT 10.42C

                             STOCK OPTION AGREEMENT

     This Agreement is made as of the ____ day of _________200[0] by and
between Clean Harbors, Inc., a Massachusetts corporation (the "Company"), and
[__________________] ("Optionee").

     WHEREAS, Optionee is a valuable and trusted Non-Employee Director of the
Company;

     WHEREAS, Section 7 of the Clean Harbors, Inc. 2000 Stock Incentive Plan
approved by the stockholders of the Company on June 16, 2000 (the "Plan")
provides for the awarding of Non-Discretionary Options to Non-Employee Directors
elected to serve on the Board of Directors of the Company;

     WHEREAS, Optionee was elected to serve on the Board of Directors, for a
three year term, on [________________]; and

     WHEREAS, the provisions of the Plan are hereby incorporated in and made
part of this document by reference and, in particular, this Agreement shall in
all respects be subject to the conditions set forth in the Plan.

     NOW, THEREFORE, in consideration of the foregoing premises, it is agreed by
and between the Company and the Optionee as follows:

     1.   GRANT OF OPTION. Subject to and upon the terms and conditions of this
Agreement, the Company hereby grants to Optionee the right, privilege and option
to purchase ____________shares ("Option Shares") of Stock at the purchase price
of $__________ per share.

     2.   TIME OF EXERCISE OF OPTION/VESTING. This option may be exercised as to
_________ Option Shares immediately and as to an additional _________ Option
Shares upon each anniversary of the date of this grant, so that this option may
be exercised as to one hundred (100%) percent of the total number of Option
Shares on and after the ________ anniversary of the date hereof.

     3.   METHOD EXERCISE. This option may be exercised by written notice
directed to the Stock Option Committee of the Board of Directors (the
"Committee") or its designated representative at the Company's principal place
of business, specifying the number of Option Shares to be purchased and
accompanied by a check in payment of the option price for the number of such
Shares specified. The Company shall make immediate delivery of such Shares;
provided, however, that if any law or regulation requires the Company to take
any action with respect to the Shares specified in such notice or if the
Committee deems it desirable to take such action as a condition to or in
connection with the sale or purchase of stock under the Plan before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period necessary to take such action. In no event shall this option be exercised
unless there is in effect



with respect to the Shares being purchased a registration statement under the
Securities Act of 1933, as amended (the "Act"), or unless the Company shall have
received a written opinion of counsel for or approved by the Company that the
issuance of such Shares is exempt under the Act and any applicable state
securities laws. If the Company shall then have in effect arrangements with a
brokerage firm for optionees to exercise options without payment, or so called
"cashless" option exercises, and the Optionee shall elect such method of
exercise, the Optionee shall comply with the Company's requirements and
procedures for such exercise.

     4.   TERMINATION OF OPTION. Except as herein otherwise stated or as
otherwise determined by the Committee, this option, to the extent not previously
exercised, shall terminate upon the first to occur of the following dates:

     (a)  except as provided in clause (b) below, the expiration of three (3)
months after the date on which Optionee shall cease to serve as a director of
the Company unless such;

     (b)  the expiration of twelve (12) months after the date of death of
Optionee; provided, however, that the person or persons to whom this option is
transferred by will or by the laws of descent and distribution may, at any time
within such one year period exercise this option to the extent Optionee would
have been entitled to do so on the date of exercise of the option. This option
or any portion owned by Optionee upon the date of Optionee's death not so
exercised shall terminate; and

     (c)  the expiration of five (5) years from the grant of this option.

     5.   RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent that
the number of issued shares of Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of Shares subject to this
option and the option price per share shall be proportionately adjusted. If the
Company is reorganized or consolidated or merged with another corporation,
Optionee shall be entitled to receive options covering shares of such
reorganized, consolidated, or merged company in the same portion, at an
equivalent price, and subject to the same conditions as set forth herein. For
purposes of the preceding sentence, the excess of the aggregate fair market
value of the Shares subject to this option immediately after the reorganization,
consolidation, or merger over the aggregate option price of such Shares shall be
the same as aggregate fair market value of all Shares subject to the option
immediately before such reorganization, consolidation, or merger over the
aggregate option price of such Shares, and the new option or assumption of the
old option shall not give Optionee additional benefits which Optionee did not
have under the old option, or deprive Optionee of benefits which Optionee had
under the old option.

     6.   CHANGE OF CONTROL. Notwithstanding the provisions of Section 2 above,
to the extent not previously exercised or terminated under the provision of
Section 4 above and to the extent that Section 2 above does not provide for the
exercise of this option as to one hundred (100%) percent of the total number of
Option Shares immediately, this option may be exercised with respect to one
hundred (100%) percent of the total number of Option Shares remaining hereunder
in the event of the occurrence of a Change of Control of the Company. A Change
of Control of the Company shall be deemed to have occurred if the Company is a
party to any



merger, consolidation or sale of assets, or there is a tender offer for the
Company's common stock, or a contested election of the Company's directors, and
as a result of any such event, either (i) the directors of the Company in office
immediately before such event cease to constitute a majority of the Board of
Directors of the Company, or of the company succeeding to the Company's
business, or (ii) any company, person or entity (including one or more persons
and/or entities acting in concert as a group) other than an affiliate of the
Company gains "control" (ownership of more than fifty (50%) percent of the
outstanding voting stock of the Company) over the Company. The concept of
"control" shall be deemed to mean the direct or indirect ownership, beneficially
or of record, of voting stock of the Company. An "affiliate" shall be defined as
any person or entity which controls more than fifty (50%) percent of the Company
or is more than fifty (50%) percent controlled by the Company or by any other
person or entity which controls more than fifty (50%) percent of the Company.
Upon the exercise of this option prior to its termination and subsequent to a
Change of Control, the Optionee shall be entitled to receive the cash,
securities or other consideration he would have been entitled to receive had he
been entitled to exercise, and had he exercised, this option immediately prior
to such Change of Control.

     Notwithstanding the foregoing, this Change of Control provision shall not
apply unless the Optionee shall have received an opinion from Company counsel
that the effectiveness of this Section 6 shall not disqualify the Optionee's
status as a "disinterested director" under Rule 16b-3(c)(2)(i) issued by the
Securities and Exchange Commission under Section 16 of the Securities and
Exchange Act of 1934 (the "Exchange Act") as then in effect.

     7.   RIGHTS PRIOR TO EXERCISE OF OPTION. This option is nontransferable by
Optionee, except in the event of death as provided in subparagraph 4(b) above,
and during lifetime is exercisable only by Optionee. Optionee shall have no
rights as a stockholder with respect to the Option Shares until payment of the
option price and delivery to Optionee of such shares as herein provided.

     8.   RESTRICTION ON SALE OF OPTION SHARES. If and to the extent that this
option shall, according to its terms, be exercisable as to any of the Option
Shares within six (6) months from the date hereof, such Option Shares may not be
sold for a period of six (6) months from the date hereof.

     9.   RULE 16B-3. To the extent that any provision of this Agreement shall
fail to comply with all applicable provisions of Rule 16b-3 issued by the
Securities and Exchange Commission under Section 16 of the Exchange Act, such
provision shall be deemed null and void.

     10.  BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and upon their respective heirs, executors,
administrators, successors, and assigns.

     11.  GOVERNING LAW. This Agreement shall be construed and governed in
accordance with the laws of the Commonwealth of Massachusetts.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the day and year first above written.

                                        CLEAN HARBORS, INC.


                                        By:
- --------------------------                 -----------------------------
[name of optionee]                            Its Chairman
Optionee/Director



                                                                   Exhibit 10.49

                                                               EXECUTION VERSION
================================================================================


                               CLEAN HARBORS, INC.


                           INVESTORS RIGHTS AGREEMENT


                            Dated as of June 30, 2004


================================================================================



                                TABLE OF CONTENTS




                                                                                        PAGE
                                                                                        ----
                                                                                      
1.   DEFINITIONS..........................................................................1

2.   REGISTRATION UNDER THE SECURITIES ACT................................................5

     2.1.  Demand Registration............................................................5
     2.2.  Incidental Registration........................................................9
     2.3.  S-3 Registration; Shelf Registration..........................................11
     2.4.  Underwritten Offerings........................................................11
     2.5.  Expenses......................................................................12
     2.6.  Conversions; Exercises........................................................12
     2.7.  Registration Eligibility......................................................12

3.   HOLDBACK ARRANGEMENTS...............................................................13

     3.1.  Restrictions on Sale by Holders of Registrable Securities.....................13
     3.2.  Restrictions on Sale by the Company and Others................................13

4.   REGISTRATION PROCEDURES.............................................................13

     4.1.  Obligations of the Company....................................................13
     4.2.  Seller Information............................................................18
     4.3.  Notice to Discontinue.........................................................18

5.   INDEMNIFICATION; CONTRIBUTION.......................................................18

     5.1.  Indemnification by the Company................................................18
     5.2.  Indemnification by Holders....................................................19
     5.3.  Conduct of Indemnification Proceedings........................................19
     5.4.  Contribution..................................................................20
     5.5.  Indemnification Payments......................................................21
     5.6.  Other Indemnification.........................................................21

6.   GENERAL PROVISIONS REGARDING REGISTRATIONS..........................................21

     6.1.  Adjustments Affecting Registrable Securities..................................21
     6.2.  Registration Rights to Others.................................................21
     6.3.  Availability of Information; Rule 144; Rule 144A; Other Exemptions............21

7.   PROVISIONS APPLICABLE TO SECURITYHOLDERS............................................22

     7.1.  General Restriction...........................................................22
     7.2.  Right of Co-Sale..............................................................22
     7.3.  Permitted Transfers...........................................................23

8.   GENERAL.............................................................................23

     8.1.  Amendments and Waivers........................................................23
     8.2.  Notices.......................................................................24
     8.3.  Successors and Assigns........................................................24
     8.4.  Counterparts..................................................................25
     8.5.  Descriptive Headings, Etc.....................................................25








                                                                                        PAGE
                                                                                        ----
                                                                                      
     8.6.  Severability..................................................................25
     8.7.  CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER....................................25
     8.8.  Remedies; Specific Performance................................................26
     8.9.  Entire Agreement..............................................................26
     8.10. Further Assurances............................................................27
     8.11. Construction..................................................................27
     8.12. No Inconsistent Agreement.....................................................27
     8.13. Costs and Attorneys' Fees.....................................................27



     -ii-


                           INVESTORS RIGHTS AGREEMENT

          This INVESTORS RIGHTS AGREEMENT (this "AGREEMENT") is made and entered
into as of June 30, 2004, by and among Clean Harbors, Inc., a Massachusetts
corporation (the "COMPANY"), the investors identified as Initial Holders on the
signature pages hereto (the "INITIAL HOLDERS"), Alan S. McKim and the Trustees
of Alan S. McKim's Children's Trust (the "TRUST," and together with Alan S.
McKim, "MCKIM").

                              W I T N E S S E T H :

          WHEREAS, simultaneously herewith, the Company and the Initial Holders,
have entered into a Preferred Stock Redemption Agreement dated as of June 30,
2004 (the "REDEMPTION AGREEMENT"), pursuant to which the Company agreed, subject
to the terms and conditions therein stated, to redeem an aggregate of 25,000
shares of Series C Convertible Redeemable Preferred Stock, par value $0.01 per
share, of the Company (the "SERIES C PREFERRED STOCK") in exchange for cash and
the issuance to the Initial Holders of warrants (the "Warrants") to purchase an
aggregate of 2,775,000 share of Common Stock (as defined herein), subject to
adjustment as provided in the Warrants.

          WHEREAS, in connection with the Redemption Agreement, (i) the Company
is hereby granting the Initial Holders registration rights and certain other
rights and (ii) McKim, who will benefit as a significant shareholder of the
Company by the Initial Holders agreeing to have the Series C Preferred Stock
redeemed by the Company under the Redemption Agreement, is hereby granting the
Initial Holders the right to tag-along to certain sales of Company securities by
McKim, all subject to the terms and conditions of this Agreement.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:

          1.   DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings:

          "AFFILIATE" shall mean (i) with respect to any Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person, and (ii) with respect to any
individual, shall also mean the spouse, sibling, child, step-child, grandchild,
niece, nephew or parent of such Person, or the spouse thereof.

          "AGENTS" shall have the meaning set forth in Section 5.1.

          "AGREEMENT" shall have the meaning set forth in the preamble.

          "COMMON STOCK" shall mean shares of common stock, par value $.01 per
share, of the Company.

          "COMPANY" shall have the meaning set forth in the preamble.



          "CONVEY" has the meaning set forth in Section 7.1.

          "DEMAND REGISTRATION" shall mean a registration required to be
effected by the Company pursuant to Section 2.1.

          "DEMAND REGISTRATION STATEMENT" shall mean a registration statement of
the Company which covers the Registrable Securities requested to be included
therein pursuant to the provisions of Section 2.1 and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference (or deemed to be incorporated by
reference) therein.

          "ENCUMBRANCE" shall mean any lien, claim, charge, security interest,
mortgage, pledge, easement, conditional sale or other title retention agreement,
defect in title, covenant or other restriction of any kind.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations thereunder, or any
successor statute.

          "GOVERNMENTAL ENTITY" shall mean any domestic (federal and state),
foreign or supranational court, commission, governmental body, regulatory
agency, authority or tribunal.

          "HOLDERS" shall mean the Initial Holders for so long as they are the
registered owner of any Registrable Securities and such of their heirs,
successors and permitted assigns (including any permitted transferees of
Registrable Securities) who acquire or are otherwise the transferee of
Registrable Securities, directly or indirectly, from any Initial Holder (or any
subsequent Holder), for so long as such heirs, successors and permitted assigns
are the registered owner of any Registrable Securities. For purposes of this
Agreement, a Person will be deemed to be a Holder whenever such Person holds an
option to purchase, or a security convertible into or exercisable or
exchangeable for, Registrable Securities (including the Warrants), whether or
not such purchase, conversion, exercise or exchange has actually been effected
and disregarding any legal restrictions upon the exercise of such rights.
Registrable Securities issuable upon exercise of an option or upon conversion,
exchange or exercise of another security shall be deemed outstanding for the
purposes of this Agreement.

          "HOLDER'S COUNSEL" shall mean one firm of counsel (per registration)
to the Holders of Registrable Securities participating in such registration,
which counsel shall be selected (i) in the case of a Demand Registration, by the
Initiating Holders holding a majority of the Registrable Securities for which
registration was requested in the Request, and (ii) in all other cases, by the
Majority Holders of the Registration.

          "INCIDENTAL REGISTRATION" shall mean a registration required to be
effected by the Company pursuant to Section 2.2.

          "INCIDENTAL REGISTRATION STATEMENT" shall mean a registration
statement of the Company, which covers the Registrable Securities requested to
be included therein pursuant to the provisions of Section 2.2 and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all

                                        2


exhibits thereto and all material incorporated by reference (or deemed to be
incorporated by reference) therein.

          "INITIAL HOLDERS" shall have the meaning set forth in the preamble.

          "INITIATING HOLDERS" shall mean, with respect to a particular
registration, the Holders who initiated the Request for such registration.

          "INSPECTOR" or "INSPECTORS" has the meaning set forth in Section
4.1(g).

          "MAJORITY HOLDERS" shall mean one or more Holders of Registrable
Securities who would hold a majority of the Registrable Securities then
outstanding.

          "MAJORITY HOLDERS OF THE REGISTRATION" shall mean, with respect to a
particular registration, one or more Holders of Registrable Securities who would
hold a majority of the Registrable Securities to be included in such
registration.

          "MCKIM" has the meaning set forth in the preamble.

          "NASD" shall mean the National Association of Securities Dealers, Inc.

          "NASDAQ NATIONAL MARKET" shall have the meaning set forth in Section
4.1(k).

          "NO-ACTION LETTER" shall have the meaning set forth in Section 2.7

          "PERMITTED FAMILY TRANSFEREE" has the meaning set forth in Section
7.3.

          "PERSON" shall mean any individual, firm, partnership, corporation,
trust, joint venture, association, joint stock company, limited liability
company, unincorporated organization or any other entity or organization,
including a government or agency or political subdivision thereof, and shall
include any successor (by merger or otherwise) of such entity.

          "PRO RATA SHARE" has the meaning set forth in Section 7.2(a).

          "PROSPECTUS" shall mean the prospectus included in a Registration
Statement (including, without limitation, any preliminary prospectus and any
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act) and any such Prospectus as amended or
supplemented by any prospectus supplement, and all other amendments and
supplements to such Prospectus, including post-effective amendments, and in each
case including all material incorporated by reference (or deemed to be
incorporated by reference) therein.

          "PURCHASER" has the meaning set forth in Section 7.2(a).

          "PURCHASE OFFER" has the meaning set forth in Section 7.2(a).

          "RECORDS" shall have the meaning set forth in Section 4.1(g).

                                        3


          "REDEMPTION AGREEMENT" has the meaning set forth in the first recital.

          "REGISTRABLE SECURITIES" shall mean (i) any Warrant Shares, and (ii)
any other securities of the Company (or any successor or assign of the Company,
whether by merger, consolidation, sale of assets or otherwise) which may be
issued with respect to, in exchange for, or in substitution of, Warrant Shares
by reason of any dividend or stock split, combination of shares, merger,
consolidation, recapitalization, reclassification, reorganization, sale of
assets or similar transaction. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when (A) a registration
statement with respect to the sale of such securities shall have been declared
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (B) such securities are sold
pursuant to Rule 144 (or any similar provisions then in force) under the
Securities Act, (C) such securities have been otherwise transferred and a new
certificate or other evidence of ownership for them not bearing the legend
restricting further transfer shall have been delivered by the Company and
subsequent public distribution of them shall not require registration under the
Securities Act, or (D) such securities shall have ceased to be outstanding.

          "REGISTRATION EXPENSES" shall mean any and all reasonable out of
pocket expenses incident to performance of or compliance with this Agreement by
the Company and its subsidiaries, including, without limitation (i) all SEC,
stock exchange, NASD and other registration, listing and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws and compliance with the rules of any stock exchange (including
fees and disbursements of counsel in connection with such compliance and the
preparation of a blue sky memorandum and legal investment survey), (iii) all
printers' fees and costs incurred in printing, distributing, mailing and
delivering any Registration Statement, any Prospectus and any other document
relating to the performance of or compliance with this Agreement, (iv) the fees
and disbursements of counsel for the Company, (v) the fees and disbursements of
Holders' Counsel, (vi) the fees and disbursements of all independent public
accountants (including the expenses of any audit and/or "cold comfort" letters)
and the fees and expenses of other Persons, including experts, retained by the
Company, (vii) the expenses incurred in connection with making road show
presentations and holding meetings with potential investors to facilitate the
distribution and sale of Registrable Securities, (viii) any fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, (ix) premiums and other costs of policies of insurance against
liabilities arising out of the public offering of the Registrable Securities
being registered, and (x) all internal expenses of the Company (including all
salaries and expenses of officers and employees performing legal or accounting
duties); PROVIDED, HOWEVER, Registration Expenses shall not include discounts
and commissions payable to underwriters, selling brokers, dealer managers or
other similar Persons engaged in the distribution of any of the Registrable
Securities; PROVIDED, FURTHER, that in any case where Registration Expenses are
not to be borne by the Company, such expenses shall not include salaries of
Company personnel or general overhead expenses of the Company, auditing fees,
premiums or other expenses relating to liability insurance required by
underwriters of the Company or other expenses for the preparation of financial
statements or other data normally prepared by the Company in the ordinary course
of its business or which the Company would have incurred in any event; and
PROVIDED, FURTHER, that in the event the Company shall not register any
securities with respect to which it had given written notice of its intention to
register

                                        4


to Holders, notwithstanding anything to the contrary in the foregoing, all of
the costs incurred by the Holders in connection with such registration shall be
deemed to be Registration Expenses.

          "REGISTRATION STATEMENT" shall mean any registration statement of the
Company which covers any Registrable Securities and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference (or deemed to be
incorporated by reference) therein.

          "REQUEST" shall have the meaning set forth in Section 2.1(a).

          "SEC" shall mean the Securities and Exchange Commission, or any
successor agency having jurisdiction to enforce the Securities Act.

          "SECURITIES ACT" shall mean the Securities Act of 1933, as amended
from time to time, and the rules and regulations thereunder, or any successor
statute.

          "SERIES C PREFERRED STOCK" shall have the meaning set forth in the
first recital.

          "SHELF REGISTRATION" shall have the meaning set forth in Section
2.1(a).

          "STOCKHOLDERS" shall mean, collectively, the holders of Common Stock.

          "UNDERWRITERS" shall mean the underwriters, if any, of the offering
being registered under the Securities Act.

          "UNDERWRITTEN OFFERING" shall mean a sale of securities of the Company
to an Underwriter or Underwriters for reoffering to the public.

          "WARRANT SHARES" shall mean the shares of Common Stock or other
securities issued or issuable upon exercise of the Warrants.

          "WITHDRAWN DEMAND REGISTRATION" shall have the meaning set forth in
Section 2.1(a).

          "WITHDRAWN REQUEST" shall have the meaning set forth in Section
2.1(a).

          2. REGISTRATION UNDER THE SECURITIES ACT.

               2.1. DEMAND REGISTRATION.

                      (a)  RIGHT TO DEMAND REGISTRATION. Subject to Section
2.1(c) and Section 2.7 hereof, at any time or from time to time, any Initial
Holder (or an assignee to whom such Initial Holder has expressly delegated or
assigned all or any portion of its rights under this sentence) shall have the
right to request in writing that the Company register all or part of such
Holders' Registrable Securities (a "REQUEST") (which Request shall specify the
amount of Registrable Securities intended to be disposed of by such Holders and
the intended method of disposition thereof) by filing with the SEC a Demand
Registration Statement. As promptly as

                                        5


practicable, but no later than 15 days after receipt of a Request, the Company
shall give written notice of such requested registration to all other Holders of
Registrable Securities. Subject to Section 2.1(b), the Company shall include in
a Demand Registration (A) the Registrable Securities intended to be disposed of
by the Initiating Holders and (B) the Registrable Securities intended to be
disposed of by any other Holder which shall have made a written request (which
request shall specify the amount of Registrable Securities to be registered and
the intended method of disposition thereof) to the Company for inclusion thereof
in such registration within 20 days after the receipt of such written notice
from the Company. The Company shall, as expeditiously as reasonably practicable
following a Request, use its best efforts to cause to be filed with the SEC a
Demand Registration Statement providing for the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested to register by all such Holders, to the extent necessary to permit the
disposition of such Registrable Securities to be registered in accordance with
the intended methods of disposition thereof specified in such Request or further
requests (including, without limitation, by means of a shelf registration
pursuant to Rule 415 under the Securities Act (a "SHELF REGISTRATION") if so
requested and if the Company is then eligible to use such a registration). The
Company shall use its best efforts to have such Demand Registration Statement
declared effective by the SEC as soon as practicable thereafter and to keep such
Demand Registration Statement continuously effective for the period specified in
Section 4.1(b).

                           (i)   A Request may be withdrawn prior to the filing
     of the Demand Registration Statement by the Majority Holders of the
     Registration (a "WITHDRAWN REQUEST") and a Demand Registration Statement
     may be withdrawn prior to the effectiveness thereof by the Majority Holders
     of the Registration (a "WITHDRAWN DEMAND REGISTRATION"), and such
     withdrawals shall be treated as a Demand Registration which shall have been
     effected pursuant to this Section 2.1, unless the Holders of Registrable
     Securities to be included in such Registration Statement reimburse the
     Company for its reasonable out-of-pocket Registration Expenses relating to
     the preparation and filing of such Demand Registration Statement (to the
     extent actually incurred), in which case such withdrawal shall not be
     treated as a Demand Registration effected pursuant to this Section 2.1 (and
     shall not be counted toward the number of Demand Registrations); PROVIDED,
     HOWEVER, that if a Withdrawn Request or Withdrawn Registration Statement is
     made (A) because of a material adverse change in the business, financial
     condition or prospects of the Company, or (B) because the sole or lead
     managing Underwriter advises that the amount of Registrable Securities to
     be sold in such offering be reduced pursuant to Section 2.1(b) by more than
     15% of the Registrable Securities to be included in such Registration
     Statement, then such withdrawal shall not be treated as a Demand
     Registration effected pursuant to this Section 2.1 (and shall not be
     counted toward the number of Demand Registrations) and the Company shall
     pay all Registration Expenses in connection therewith, and, PROVIDED
     FURTHER, that if a Withdrawn Request or Withdrawn Demand Registration is
     made with respect to a Request or Demand Registration Statement of which
     Basso, as defined below, is the Initiating Holder, the Company shall
     continue to effect the Demand Registration in accordance with this
     Agreement with respect to the Registrable Securities sought to be
     registered by Basso. Any Holder requesting inclusion in a Demand
     Registration may, at any time prior to the effective date of the Demand
     Registration Statement (and for any reason) revoke

                                        6


     such request by delivering written notice to the Company revoking such
     requested inclusion.

                           (ii)  The registration rights granted pursuant to the
     provisions of this Section 2.1 shall be in addition to the registration
     rights granted pursuant to the other provisions of Section 2 hereof.

                      (b)  PRIORITY IN DEMAND REGISTRATIONS. If a Demand
Registration involves an Underwritten Offering, and the sole or lead managing
Underwriter, as the case may be, of such Underwritten Offering shall advise the
Company in writing (with a copy to each Holder requesting registration) on or
before the date five days prior to the date then scheduled for such offering
that, in its opinion, the amount of Registrable Securities requested to be
included in such Demand Registration exceeds the number which can be sold in
such offering within a price range acceptable to the Majority Holders of the
Registration (such writing to state the basis of such opinion and the
approximate number of Registrable Securities which may be included in such
offering), and the Request is not thereafter withdrawn, the Company shall
include in such Demand Registration, to the extent of the number which the
Company is so advised may be included in such offering, the Registrable
Securities requested to be included in the Demand Registration by the Holders
allocated PRO RATA in proportion to the number of Registrable Securities
requested to be included in such Demand Registration by each of such Holders. In
the event the Company shall not, by virtue of this Section 2.1(b), include in
any Demand Registration all of the Registrable Securities of any Holder
requested to be included in such Demand Registration, such Holder may, upon
written notice to the Company given within five days of the date such Holder
first is notified of such matter, further reduce the amount of Registrable
Securities it desires to have included in such Demand Registration, whereupon
only the Registrable Securities, if any, that it desires to have included will
be so included and the Holders not so reducing shall be entitled to a
corresponding PRO RATA increase in the amount of Registrable Securities to be
included in such Demand Registration.

                      (c)  LIMITATIONS ON REGISTRATIONS. The rights of Holders
of Registrable Securities to request Demand Registrations pursuant to Section
2.1(a) are subject to the following limitations: in no event shall the Company
be required to effect a Demand Registration unless the aggregate offering price,
net of underwriting discounts and commissions, is at least $1,000,000; PROVIDED,
HOWEVER, that the Company shall be required to effect a Demand Registration
regardless of the aggregate offering price in the event that the Majority
Holders are disposing of all of the Registrable Securities held by them; and
(iii) in no event shall the Company be required to effect more than (A) two
Demand Registrations for the benefit of Cerberus CH LLC, an Initial Holder, and
its successors and assigns, (B) one Demand Registration for the benefit of all
of the Initial Holders that are Affiliates of Oak Hill Advisors, Inc. ("Oak
Hill") or accounts or funds that Oak Hill or its Affiliates control or advise,
and their successor and assigns and (C) one Demand Registration for the benefit
of Basso Holdings Ltd., an Initial Holder, and its successors and assigns
(collectively, "Basso"); PROVIDED, HOWEVER, that such number shall be increased
to the extent the Company (x) does not include in what would otherwise be the
final registration for which the Company is required to pay Registration
Expenses the number of Registrable Securities requested to be registered by the
Holders by reason of Section 2.1(b) or (y) terminates a Shelf Registration
pursuant to Section 2.3 prior to the time that all Registrable Securities
covered by such Shelf Registration have been sold; and

                                        7


PROVIDED, FURTHER, that the Registration Expenses in connection with each
additional Demand Registration shall be allocated PRO RATA among all Persons on
whose behalf securities of the Company are included in such registration, on the
basis of the respective amounts of the securities then being registered on their
behalf.

                      (d)  UNDERWRITING; SELECTION OF UNDERWRITERS.
Notwithstanding anything to the contrary contained in Section 2.1(a), if the
Initiating Holders holding a majority of the Registrable Securities for which
registration was requested in the Request so elect, the offering of such
Registrable Securities pursuant to such Demand Registration shall be in the form
of a firm commitment Underwritten Offering and such Initiating Holders may
require that all Persons (including other Holders) participating in such
registration sell their Registrable Securities to the Underwriters at the same
price and on the same terms of underwriting applicable to the Initiating
Holders. If any Demand Registration involves an Underwritten Offering, the sole
or managing Underwriters and any additional investment bankers and managers to
be used in connection with such registration shall be selected by the Company
subject to the approval of the Majority Holders of the Registration.

                      (e)  EFFECTIVE REGISTRATION STATEMENT; SUSPENSION. A
Demand Registration Statement shall not be deemed to have become effective (and
the related registration will not be deemed to have been effected) (i) unless it
has been declared effective by the SEC and remains effective in compliance with
the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such Demand Registration Statement for the
time period specified in Section 4.1(b), (ii) if the offering of any Registrable
Securities pursuant to such Demand Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, or (iii) if, in the case of an Underwritten
Offering, the conditions to closing specified in an underwriting agreement to
which the Company is a party are not satisfied (other than by the sole reason of
any breach or failure by the Holders of Registrable Securities) and are not
otherwise waived.

                      (f)  REGISTRATION STATEMENT FORM. Registrations under this
Section 2.1 shall be on Form S-3 (or a successor form thereto adopted by the
SEC) or, if such Form is not then available, on such other appropriate
registration form of the SEC as shall be selected by the Initiating Holders
holding a majority of the Registrable Securities for which the registration was
requested in the Request and which shall be available for the sale of
Registrable Securities in accordance with the intended method or methods of
disposition specified in the requests for registration. The Company agrees to
include in any such Registration Statement all information which any selling
Holder, upon advice of counsel, shall reasonably request.

                      (g)  OTHER REGISTRATIONS. During the period (i) beginning
on the date of a Request and (ii) ending on the date that is 90 days after the
date that a Demand Registration Statement filed pursuant to such Request has
been declared effective by the SEC or, if the Holders shall withdraw such
Request or such Demand Registration Statement, on the date of such Withdrawn
Request or such Withdrawn Registration Statement, the Company shall not, without
the consent of the Majority Holders of the Registration, file a registration
statement pertaining to any other securities of the Company.

                                        8


               2.2. INCIDENTAL REGISTRATION.

                      (a)  RIGHT TO INCLUDE REGISTRABLE SECURITIES. (i) If the
Company at any time or from time to time proposes to register any of its
securities under the Securities Act (other than in a registration on Form S-4 or
S-8 or any successor form to such forms and other than pursuant to Section 2.1
or 2.3) whether or not pursuant to registration rights granted to other holders
of its securities and whether or not for sale for its own account, the Company
shall deliver prompt written notice (which notice shall be given at least 45
days prior to such proposed registration) to all Holders of Registrable
Securities of its intention to undertake such registration, describing in
reasonable detail the proposed registration and distribution (including the
anticipated range of the proposed offering price, the class and number of
securities proposed to be registered and the distribution arrangements) and of
such Holders' right to participate in such registration under this Section 2.2
as hereinafter provided. Subject to the other provisions of this Section 2.2(a)
and Section 2.2(b), upon the written request of any Holder made within 30 days
after the receipt of such written notice (which request shall specify the amount
of Registrable Securities to be registered and the intended method of
disposition thereof), the Company shall effect the registration under the
Securities Act of all Registrable Securities requested by Holders to be so
registered (an "INCIDENTAL REGISTRATION"), to the extent required to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of
the Registrable Securities so to be registered, by inclusion of such Registrable
Securities in the Registration Statement which covers the securities which the
Company proposes to register and shall cause such Registration Statement to
become and remain effective with respect to such Registrable Securities in
accordance with the registration procedures set forth in Section 4. If an
Incidental Registration involves an Underwritten Offering, immediately upon
notification to the Company from the Underwriter of the price at which such
securities are to be sold, the Company shall so advise each participating
Holder. The Holders requesting inclusion in an Incidental Registration may, at
any time prior to the effective date of the Incidental Registration Statement
(and for any reason), revoke such request by delivering written notice to the
Company revoking such requested inclusion.

                           (ii)  If at any time after giving written notice of
     its intention to register any securities and prior to the effective date of
     the Incidental Registration Statement filed in connection with such
     registration, the Company shall determine for any reason not to register or
     to delay registration of such securities, the Company may, at its election,
     give written notice of such determination to each Holder of Registrable
     Securities and, thereupon, (A) in the case of a determination not to
     register, the Company shall be relieved of its obligation to register any
     Registrable Securities in connection with such registration (but not from
     its obligation to pay the Registration Expenses incurred in connection
     therewith), without prejudice, however, to the rights of Holders to cause
     such registration to be effected as a registration under Section 2.1 and
     (B) in the case of a determination to delay such registration, the Company
     shall be permitted to delay the registration of such Registrable Securities
     for the same period as the delay in registering such other securities;
     PROVIDED, HOWEVER, that if such delay shall extend beyond 120 days from the
     date the Company received a request to include Registrable Securities in
     such Incidental Registration, then the Company shall again give all Holders
     the opportunity to participate therein and shall follow the notification
     procedures set forth in the preceding paragraph. There is no limitation on
     the number of

                                        9


     such Incidental Registrations pursuant to this Section 2.2 which the
     Company is obligated to effect.

                           (iii) The registration rights granted pursuant to the
     provisions of this Section 2.2 shall be in addition to the registration
     rights granted pursuant to the other provisions of Section 2 hereof.

                      (b)  PRIORITY IN INCIDENTAL REGISTRATION. If an Incidental
Registration involves an Underwritten Offering (on a firm commitment basis), and
the sole or the lead managing Underwriter, as the case may be, of such
Underwritten Offering shall advise the Company in writing (with a copy to each
Holder requesting registration) on or before the date five days prior to the
date then scheduled for such offering that, in its opinion, the amount of
securities (including Registrable Securities) requested to be included in such
registration exceeds the amount which can be sold in such offering without
materially interfering with the successful marketing of the securities being
offered (such writing to state the basis of such opinion and the approximate
number of such securities which may be included in such offering without such
effect), the Company shall include in such registration, to the extent of the
number which the Company is so advised may be included in such offering without
such effect, (i) in the case of a registration initiated by the Company, (A)
first, the securities that the Company proposes to register for its own account
(but solely to the extent that the proceeds thereof shall not be used to
purchase shares of common stock of the Company or other securities of the
Company), (B) second, the Registrable Securities requested to be included in
such registration by the Holders, allocated PRO RATA in proportion to the number
of Registrable Securities requested to be included in such registration by each
of such Holders, and (C) third, other securities of the Company to be registered
on behalf of any other Person, and (ii) in the case of a registration initiated
by a Person other than the Company, (A) first, the Registrable Securities
requested to be included in such registration by the Holders, and any Persons
initiating such registration, allocated PRO RATA in proportion to the number of
securities requested to be included in such registration by each of them, (B)
second, the securities that the Company proposes to register for its own
account, and (C) third, the securities of the Company to be registered on behalf
of any other Person; PROVIDED, HOWEVER, that in the event the Company will not,
by virtue of this Section 2.2(b), include in any such registration all of the
Registrable Securities of any Holder requested to be included in such
registration, such Holder may, upon written notice to the Company given within
three days of the time such Holder first is notified of such matter, reduce the
amount of Registrable Securities it desires to have included in such
registration, whereupon only the Registrable Securities, if any, it desires to
have included will be so included and the Holders not so reducing shall be
entitled to a corresponding pro rata increase in the amount of Registrable
Securities to be included in such registration.

                      (c)  SELECTION OF UNDERWRITERS. If any Incidental
Registration involves an Underwritten Offering, the sole or managing
Underwriter(s) and any additional investment bankers and managers to be used in
connection with such registration shall be subject to the approval of the
Majority Holders of the Registration (such approval not to be unreasonably
withheld).

                                       10


               2.3.   S-3 REGISTRATION; SHELF REGISTRATION.

                      (a)  SHELF REGISTRATION. If a request made pursuant to
Section 2.1 is for a Shelf Registration, subject to Section 2.7, the Company
shall use its best efforts to keep the Shelf Registration continuously effective
through the date on which all of the Registrable Securities covered by such
Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act
(or any successor provision having similar effect); PROVIDED, HOWEVER, that
prior to the termination of such Shelf Registration, the Company shall first
furnish to each Holder of Registrable Securities participating in such Shelf
Registration (i) an opinion, in form and substance satisfactory to the Majority
Holders of the Registration, of counsel for the Company satisfactory to the
Majority Holders of the Registration stating that such Registrable Securities
are freely saleable pursuant to Rule 144(k) under the Securities Act (or any
successor provision having similar effect) or (ii) a "No-Action Letter" from the
staff of the SEC stating that the SEC would not recommend enforcement action if
the Registrable Securities included in such Shelf Registration were sold in a
public sale other than pursuant to an effective registration statement.

               2.4.   UNDERWRITTEN OFFERINGS.

                      (a)  DEMAND UNDERWRITTEN OFFERINGS. If requested by the
sole or lead managing Underwriter for any Underwritten Offering effected
pursuant to a Demand Registration, the Company shall enter into a customary
underwriting agreement with the Underwriters for such offering, such agreement
to be reasonably satisfactory in substance and form to the Company and each
Holder of Registrable Securities participating in such offering and to contain
such representations and warranties by the Company and such other terms as are
generally prevailing in agreements of that type, including, without limitation,
indemnification and contribution to the effect and to the extent provided in
Section 5.

                      (b)  HOLDERS OF REGISTRABLE SECURITIES TO BE PARTIES TO
UNDERWRITING AGREEMENT. The Holders of Registrable Securities to be distributed
by Underwriters in an Underwritten Offering contemplated by Section 2 shall be
parties to the underwriting agreement between the Company and such Underwriters
and may, at such Holders' option, require that any or all of the representations
and warranties by, and the other agreements on the part of, the Company to and
for the benefit of such Underwriters shall also be made to and for the benefit
of such Holders of Registrable Securities and that any or all of the conditions
precedent to the obligations of such Underwriters under such underwriting
agreement be conditions precedent to the obligations of such Holders of
Registrable Securities; PROVIDED, HOWEVER, that the Company shall not be
required to make any representations or warranties with respect to written
information specifically provided by a selling Holder for inclusion in the
Registration Statement. No Holder shall be required to make any representations
or warranties to, or agreements with, the Company or (in the case of an
Incidental Registration) the Underwriters other than representations, warranties
or agreements regarding such Holder, such Holder's Registrable Securities and
such Holder's intended method of disposition.

                      (c)  PARTICIPATION IN UNDERWRITTEN REGISTRATION.
Notwithstanding anything herein to the contrary, no Person may participate in
any underwritten registration hereunder unless such Person (i) agrees to sell
its securities on the same terms and

                                       11


conditions provided in any underwritten arrangements approved by the Persons
entitled hereunder to approve such arrangement and (ii) accurately completes and
executes in a timely manner all questionnaires, powers of attorney, indemnities,
custody agreements, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

               2.5.   EXPENSES. The Company shall pay all Registration Expenses
in connection with any Demand Registration, Incidental Registration or Shelf
Registration whether or not such registration shall become effective and whether
or not all Registrable Securities originally requested to be included in such
registration are withdrawn or otherwise ultimately not included in such
registration, except as otherwise provided with respect to a Withdrawn Request
and a Withdrawn Demand Registration in Section 2.1(a).

               2.6.   CONVERSIONS; EXERCISES. Notwithstanding anything to the
contrary herein, in order for any Registrable Securities that are issuable upon
the exercise of conversion rights, options or warrants to be included in any
registration pursuant to Section 2 hereof, the exercise of such conversion
rights, options or warrants must be effected no later than immediately prior to
the closing of any sales under the Registration Statement pursuant to which such
Registrable Securities are to be sold.

               2.7.   REGISTRATION ELIGIBILITY. The Company and each Initial
Holder acknowledge that the Company is operating on the date hereof pursuant a
No-Action Letter from the SEC in the form attached hereto as EXHIBIT A (the
"NO-ACTION LETTER"), which may limit the Company's ability to have Registration
Statements covering Registrable Securities declared effective by the SEC. In
light of the foregoing, the Company and the Initial Holders agree that if the
Company, solely by virtue of the limitations expressly set forth in the
No-Action Letter, is unable to have any Registration Statement covering
Registrable Securities declared effective by the SEC, the Company shall not be
in breach of its obligation to register Registrable Securities pursuant to this
Agreement if, and only, if during the effectiveness of this Agreement (whether
or not a Request is pending) the Company is using its best efforts to remedy the
condition giving rise to such limitations expressed in the No-Action Letter,
which "best efforts" shall include, but not be limited to, (a) seeking further
effective waivers or no-action relief (to the extent, if any, then required)
from the SEC no later than the earlier of (i) the date thirty (30) days after a
Request is made to register Registrable Securities and (ii) 120 days after
December 31, 2004 (and, to the extent such relief is not granted, seeking such
waivers or no-action relief on a no less frequent basis than annually following
each prior request until such relief is granted), to the effect that the Company
may register the Registrable Securities with the SEC without compliance by the
Company with the requirement to file historical audited financial statements for
the CSD, and (b) taking such other actions as are reasonably requested by the
Holders or that would otherwise reasonably be expected to allow the Company to
register Registrable Securities without complying with SEC rules and regulations
concerning the filing of historical audited financial statements for the CSD.
The Company shall not seek no-action or other relief from the SEC with regard to
the registration of any other securities of the Company unless at the same time
and on at least as favorable a basis the Company seeks relief with regard to the
registration of Registrable Securities.

                                       12


          3. HOLDBACK ARRANGEMENTS.

               3.1.   RESTRICTIONS ON SALE BY HOLDERS OF REGISTRABLE SECURITIES.
Each Holder of Registrable Securities agrees, by acquisition of such Registrable
Securities, if timely requested in writing by the sole or lead managing
Underwriter, not to make any short sale of, loan, grant any option for the
purchase of or effect any public sale or distribution, of any of the Company's
equity securities (or any security convertible into or exchangeable or
exercisable for any of the Company's equity securities) during the time period
reasonably requested by the sole or lead managing Underwriter not to exceed 90
days, beginning on the effective date of the applicable registration statement
(except as part of such underwritten registration or pursuant to registrations
on Forms S-4 or S-8 or any successor form to such forms), unless the sole or
lead Managing Underwriter in such Underwritten Offering otherwise agrees;
PROVIDED, HOWEVER, that to the extent the Company or the sole lead Managing
Underwriter releases any Person from the foregoing restrictions in whole or in
part it shall, on the same day, notify the Initial Holder of such release and
such parties shall automatically be released to the same extent.

               3.2.   RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS. The
Company and McKim agree that if timely requested in writing by the sole or lead
managing Underwriter in an Underwritten Offering of any Registrable Securities,
not to make any short sale of, loan, grant any option for the purchase of or
effect any public sale or distribution of any of the Company's equity securities
(or any security convertible into or exchangeable or exercisable for any of the
Company's equity securities) during the nine business days (as such term is used
in Rule 10b-6 under the Exchange Act) prior to, and during the time period
reasonably requested by the sole or lead managing Underwriter not to exceed 180
days, beginning on the effective date of the applicable registration statement
(except as part of such underwritten registration or pursuant to registrations
on Forms S-4 or S-8 or any successor form to such forms), unless the sole or
lead Managing Underwriter in such Underwritten Offering otherwise agrees. The
Company will use its reasonable best efforts to cause each director or officer
of the Company and each holder of 5% or more of the equity securities (or any
security convertible into or exchangeable or exercisable for any of its equity
securities) of the Company purchased from the Company at any time after the date
of this Agreement (other than in a registered public offering or in a public
sale) to so agree.

          4. REGISTRATION PROCEDURES.

               4.1.   OBLIGATIONS OF THE COMPANY. Whenever the Company is
required to effect the registration of Registrable Securities under the
Securities Act pursuant to Section 2 of this Agreement, the Company shall, as
expeditiously as possible:

                      (a)  prepare and file with the SEC (promptly, and in any
event within 60 days after receipt of a request to register Registrable
Securities) the requisite Registration Statement to effect such registration,
which Registration Statement shall comply as to form in all material respects
with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith, and the Company shall use
its best efforts, consistent with its obligations under Section 2.7 hereof and
applicable law, to cause such Registration Statement to become effective within
120 days after receipt of a request to register Registrable Securities;
PROVIDED, that the Company may discontinue any registration of

                                       13


its securities that are not Registrable Securities, and, under the circumstances
specified in Section 2.2, its securities that are Registrable Securities. Before
filing a Registration Statement or Prospectus or any amendments or supplements
thereto, or comparable statements under securities or blue sky laws of any
jurisdiction, the Company shall (i) provide Holders' Counsel and any other
Inspector (as defined below) with an adequate and appropriate opportunity to
participate in the preparation of such Registration Statement and each
Prospectus included therein (and each amendment or supplement thereto or
comparable statement) to be filed with the SEC, which documents shall be subject
to the review and comment of Holders' Counsel, and (ii) not file any such
Registration Statement or Prospectus (or amendment or supplement thereto or
comparable statement) with the SEC to which Holder's Counsel, any selling Holder
or any other Inspector shall have reasonably objected on the grounds that such
filing does not comply in all material respects with the requirements of the
Securities Act or of the rules or regulations thereunder;

                      (b)   prepare and file with the SEC such amendments and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary (i) to keep such Registration Statement effective,
and (ii) to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such Registration
Statement, in each case until such time as all of such Registrable Securities
have been disposed of in accordance with the intended methods of disposition by
the seller(s) thereof set forth in such Registration Statement;

                      (c)  furnish, without charge, to each selling Holder of
such Registrable Securities and each Underwriter, if any, of the securities
covered by such Registration Statement, such number of copies of such
Registration Statement, each amendment and supplement thereto (in each case
including all exhibits), and the Prospectus included in such Registration
Statement (including each preliminary Prospectus) in conformity with the
requirements of the Securities Act, and other documents, as such selling Holder
and Underwriter may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Securities owned by such selling Holder
(the Company hereby consenting to the use in accordance with applicable law of
each such Registration Statement (or amendment or post-effective amendment
thereto) and each such Prospectus (or preliminary prospectus or supplement
thereto) by each such selling Holder of Registrable Securities and the
Underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by such Registration Statement or Prospectus);

                      (d)  prior to any public offering of Registrable
Securities, use its best efforts to register or qualify all Registrable
Securities and other securities covered by such Registration Statement under
such other securities or blue sky laws of such jurisdictions as any selling
Holder of Registrable Securities covered by such Registration Statement or the
sole or lead managing Underwriter, if any, may reasonably request to enable such
selling Holder to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such selling Holder and to continue such
registration or qualification in effect in each such jurisdiction for as long as
such Registration Statement remains in effect (including through new filings or
amendments or renewals), and do any and all other acts and things which may be
necessary or advisable to enable any such selling Holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
selling Holder;

                                       14


                      (e)  use its best efforts to obtain all other approvals,
consents, exemptions or authorizations from such governmental agencies or
authorities as may be necessary to enable the selling Holders of such
Registrable Securities to consummate the disposition of such Registrable
Securities;

                      (f)  notify Holders' Counsel, each Holder of Registrable
Securities covered by such Registration Statement and the sole or lead managing
Underwriter, if any: (i) when the Registration Statement, any pre-effective
amendment, the Prospectus or any prospectus supplement related thereto or
post-effective amendment to the Registration Statement has been filed and, with
respect to the Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the SEC or any state
securities or blue sky authority for amendments or supplements to the
Registration Statement or the Prospectus related thereto or for additional
information, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation or threat of any
proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the securities or blue sky laws of any
jurisdiction or the initiation of any proceeding for such purpose, (v) of the
existence of any fact of which the Company becomes aware or the happening of any
event which results in (A) the Registration Statement containing an untrue
statement of a material fact or omitting to state a material fact required to be
stated therein or necessary to make any statements therein not misleading or (B)
the Prospectus included in such Registration Statement containing an untrue
statement of a material fact or omitting to state a material fact required to be
stated therein or necessary to make any statements therein, in the light of the
circumstances under which they were made, not misleading, (vi) if at any time
the representations and warranties contained in any underwriting agreement in
respect of such offering cease to be true and correct in all material respects,
and (vii) of the Company's reasonable determination that a post-effective
amendment to a Registration Statement would be appropriate or that there exists
circumstances not yet disclosed to the public which make further sales under
such Registration Statement inadvisable pending such disclosure and
post-effective amendment; and, if the notification relates to an event described
in any of the clauses (ii) through (vii) of this Section 4.1(f), the Company
shall promptly prepare a supplement or post-effective amendment to such
Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that (1) such
Registration Statement shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (2) as thereafter delivered to
the purchasers of the Registrable Securities being sold thereunder, such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading (and shall furnish to each such Holder and each Underwriter, if
any, a reasonable number of copies of such Prospectus so supplemented or
amended); and if the notification relates to an event described in clause (iii)
of this Section 4.1(f), the Company shall take all reasonable action required to
prevent the entry of such stop order or to remove it if entered;

                      (g)  make available for inspection by any selling Holder
of Registrable Securities, any sole or lead managing Underwriter participating
in any disposition pursuant to such Registration Statement, Holders' Counsel and
any attorney, accountant or other

                                       15


agent retained by any such seller or any Underwriter (each, an "INSPECTOR" and,
collectively, the "INSPECTORS"), all financial and other records, pertinent
corporate documents and properties of the Company and any subsidiaries thereof
as may be in existence at such time (collectively, the "RECORDS") as shall be
necessary, in the opinion of such Holders' and such Underwriters' respective
counsel, to enable them to exercise their due diligence responsibility and to
conduct a reasonable investigation within the meaning of the Securities Act, and
cause the Company's and any subsidiaries' officers, directors and employees, and
the independent public accountants of the Company, to supply all information
reasonably requested by any such Inspectors in connection with such Registration
Statement;

                      (h)  obtain an opinion from the Company's counsel and a
"cold comfort" letter from the Company's independent public accountants who have
certified the Company's financial statements included or incorporated by
reference in such Registration Statement, in each case dated the effective date
of such Registration Statement (and if such registration involves an
Underwritten Offering, dated the date of the closing under the underwriting
agreement), in customary form and covering such matters as are customarily
covered by such opinions and "cold comfort" letters delivered to underwriters in
underwritten public offerings, which opinion and letter shall be reasonably
satisfactory to the sole or lead managing Underwriter, if any, and to the
Majority Holders of the Registration, and furnish to each Holder participating
in the offering and to each Underwriter, if any, a copy of such opinion and
letter addressed to such Holder (in the case of the opinion) and Underwriter (in
the case of the opinion and the "cold comfort" letter);

                      (i)  provide a CUSIP number for all Registrable Securities
and provide and cause to be maintained a transfer agent and registrar for all
such Registrable Securities covered by such Registration Statement not later
than the effectiveness of such Registration Statement;

                      (j)  otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC and any other governmental agency or
authority having jurisdiction over the offering, and make available to its
security holders, as soon as reasonably practicable but no later than 90 days
after the end of any 12-month period, an earnings statement (i) commencing at
the end of any month in which Registrable Securities are sold to Underwriters in
an Underwritten Offering and (ii) commencing with the first day of the Company's
calendar month next succeeding each sale of Registrable Securities after the
effective date of a Registration Statement, which statement shall cover such
12-month periods, in a manner which satisfies the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder;

                      (k)  if so requested by the Majority Holders of the
Registration, use its best efforts to cause all such Registrable Securities to
be (i) duly included for quotation on the Nasdaq Stock Market's National Market
(the "NASDAQ NATIONAL MARKET") or listed on the principal national securities
exchange on which the Company's similar securities are then listed, if
applicable, or (ii) if securities of the Company are not at the time included on
the Nasdaq National Market or listed on any national securities exchange (or if
the listing of Registrable Securities is not permitted under the rules of each
national securities exchange on which the Company's securities are then listed),
on the National Nasdaq Market or a national securities exchange designated by
the Majority Holders of the Registration;

                                       16


                      (l)  enter into and perform customary agreements
(including, if applicable, an underwriting agreement in customary form) and
provide officers' certificates and other customary closing documents;

                      (m)  cooperate with each selling Holder of Registrable
Securities and each Underwriter participating in the disposition of such
Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD and make reasonably available its
employees and personnel and otherwise provide reasonable assistance to the
Underwriters (taking into account the needs of the Company's businesses and the
requirements of the marketing process) in the marketing of Registrable
Securities in any Underwritten Offering;

                      (n)  cooperate with the selling Holders of Registrable
Securities and the sole or lead managing Underwriter, if any, to facilitate the
timely preparation and delivery of certificates not bearing any restrictive
legends representing the Registrable Securities to be sold, and cause such
Registrable Securities to be issued in such denominations and registered in such
names in accordance with the underwriting agreement prior to any sale of
Registrable Securities to the Underwriters or, if not an Underwritten Offering,
in accordance with the instructions of the selling Holders of Registrable
Securities at least three business days prior to any sale of Registrable
Securities;

                      (o)  keep each selling Holder of Registrable Securities
advised in writing as to the initiation and progress of any registration under
Section 2 hereunder;

                      (p)  furnish to each Holder participating in the offering
and the sole or lead managing Underwriter, if any, without charge, at least one
manually-signed copy of the Registration Statement and any post-effective
amendments thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those deemed to be
incorporated by reference);

                      (q)  if requested by the sole or lead managing
Underwriter, if any, or any selling Holder of Registrable Securities, promptly
incorporate in a prospectus supplement or post-effective amendment such
information concerning such Holder of Registrable Securities, the Underwriters
or the intended method of distribution as the sole or lead managing Underwriter
or the selling Holder of Registrable Securities reasonably requests to be
included therein and as is appropriate in the reasonable judgment of the
Company, including, without limitation, information with respect to the number
of shares of the Registrable Securities being sold to the Underwriters, the
purchase price being paid therefor by such Underwriters and with respect to any
other terms of the Underwritten Offering of the Registrable Securities to be
sold in such offering; make all required filings of such Prospectus supplement
or post-effective amendment as soon as notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment; and
supplement or make amendments to any Registration Statement if requested by the
sole or lead managing Underwriter of such Registrable Securities; and

                                       17


                      (r)  use its best efforts to take all other steps
necessary to expedite or facilitate the registration and disposition of the
Registrable Securities contemplated hereby.

               4.2.   SELLER INFORMATION. The Company may require each selling
Holder of Registrable Securities as to which any registration is being effected
to furnish to the Company such information regarding such seller and the
disposition of such securities as the Company may from time to time reasonably
request in writing; PROVIDED, HOWEVER, that such information shall be used only
in connection with such Registration. If any Registration Statement or
comparable statement under "blue sky" laws refers to any Holder by name or
otherwise as the Holder of any securities of the Company, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance satisfactory to such Holder and the Company, to the effect that the
holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such Holder
will assist in meeting any future financial requirements of the Company and (ii)
in the event that such reference to such Holder by name or otherwise is not in
the judgment of the Company, as advised by counsel, required by the Securities
Act or any similar federal statute or any state "blue sky" or securities law
then in force, the deletion of the reference to such Holder.

               4.3.   NOTICE TO DISCONTINUE. Each Holder of Registrable
Securities agrees by acquisition of such Registrable Securities that, (a) upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 4.1(f)(ii) through 4.1(f)(vii), such Holder shall forthwith
discontinue disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such Holder's receipt of
the copies of the supplemented or amended prospectus contemplated by Section
4.1(f) and, (b) if so directed by the Company, such Holder shall deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such Holder's possession, of the Prospectus covering such Registrable
Securities which is current at the time of receipt of such notice. If the
Company shall give any such notice, the Company shall extend the period during
which such Registration Statement shall be maintained effective pursuant to this
Agreement (including, without limitation, the period referred to in Section
4.1(b)) by the number of days during the period from and including the date of
the giving of such notice pursuant to Section 4.1(f) to and including the date
when the Holder shall have received the copies of the supplemented or amended
prospectus contemplated by and meeting the requirements of Section 4.1(f).

          5. INDEMNIFICATION; CONTRIBUTION.

               5.1.   INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless, to the fullest extent permitted by law, each Holder
of Registrable Securities, its officers, directors, partners, members,
shareholders, employees, Affiliates, advisers, attorneys and agents
(collectively, "AGENTS") and each Person who controls such Holder (within the
meaning of the Securities Act) and its Agents with respect to each registration
which has been effected pursuant to this Agreement, against any and all losses,
claims, damages or liabilities, joint or several, actions or proceedings
(whether commenced or threatened) in respect thereof, and expenses (as incurred
or suffered and including, but not limited to, any and all

                                       18


expenses incurred in investigating, preparing or defending any litigation or
proceeding, whether commenced or threatened, and the reasonable fees,
disbursements and other charges of legal counsel) in respect thereof
(collectively, "CLAIMS"), insofar as such Claims arise out of or are based upon
any untrue or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (including any preliminary, final or
summary prospectus and any amendment or supplement thereto) related to any such
registration or any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or any rule or
regulation thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration, or
any qualification or compliance incident thereto; PROVIDED, HOWEVER, that the
Company will not be liable in any such case to the extent that any such Claims
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact or omission or alleged omission of a material fact so made in
reliance upon and in conformity with written information furnished to the
Company by a Holder expressly for use therein. The Company shall also indemnify
any Underwriters of the Registrable Securities, their Agents and each Person who
controls any such Underwriter (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the Holders
of Registrable Securities. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of any Person who may be
entitled to indemnification pursuant to this Section 5 and shall survive the
transfer of securities by such Holder or Underwriter.

               5.2.   INDEMNIFICATION BY HOLDERS. Each Holder, if Registrable
Securities held by it are included in the securities as to which a registration
is being effected, agrees to, severally and not jointly, indemnify and hold
harmless, to the fullest extent permitted by law, the Company, its directors and
officers, each other Person who participates as an Underwriter in the offering
or sale of such securities and its Agents and each Person who controls the
Company (within the meaning of either Section 15 of the Securities Act of
Section 20 of the Exchange Act) against any and all Claims, insofar as such
Claims arise out of or are based upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement or Prospectus (including
any preliminary, final or summary prospectus and any amendment or supplement
thereto) related to such registration, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by a Holder expressly for use therein; PROVIDED,
HOWEVER, that the aggregate amount which any such Holder shall be required to
pay pursuant to this Section 5.2 shall in no event be greater than the amount of
the net proceeds received by such Holder upon the sale of the Registrable
Securities pursuant to the Registration Statement giving rise to such Claims
less all amounts previously paid by such Holder with respect to any such Claims.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of any Person who may be entitled to
indemnification pursuant to this Section 5 and shall survive the transfer of
securities by such Holder or Underwriter.

               5.3.   CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after
receipt by an indemnified party of notice of any Claim or the commencement of
any action or proceeding involving a Claim under this Section 5, such
indemnified party shall, if a claim in

                                       19


respect thereof is to be made against the indemnifying party pursuant to Section
5, (a) notify the indemnifying party in writing of the Claim or the commencement
of such action or proceeding; PROVIDED, that the failure of any indemnified
party to provide such notice shall not relieve the indemnifying party of its
obligations under this Section 5, except to the extent the indemnifying party is
materially and actually prejudiced thereby and shall not relieve the
indemnifying party from any liability which it may have to any indemnified party
otherwise than under this Section 5, and (b) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party; PROVIDED, HOWEVER, that any indemnified party shall have the
right to employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party has agreed in writing to pay
such fees and expenses, (ii) the indemnifying party shall have failed to assume
the defense of such claim and employ counsel reasonably satisfactory to such
indemnified party within 20 days after receiving notice from such indemnified
party that the indemnified party believes it has failed to do so, or (C) in the
reasonable judgment of any such indemnified party, based upon advice of counsel,
a conflict of interest shall exist between such indemnified party and the
indemnifying party with respect to such claims; it being understood, however,
that the indemnifying party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to no more than one firm of local counsel) at any time for all such
indemnified parties. No indemnifying party shall be liable for any settlement of
any such claim or action effected without its written consent, which consent
shall not be unreasonably withheld. No indemnifying party shall, without the
consent of the indemnified party, which consent shall not be unreasonable
withheld, consent to entry of any judgment or enter into any settlement of any
claim or action in respect of which indemnification or contribution may be
sought hereunder, unless such settlement, (x) includes an unconditional release
of the indemnified party from all liability arising out of such action or claim,
(y) does not include a statement as to or an admission of fault, culpability or
a failure to act, by or on behalf of any indemnified party, and (z) does not
provide for any action on the part of any party other than the payment of money
damages which is to be paid in full by the indemnifying party.

               5.4.   CONTRIBUTION. If the indemnification provided for in
Section 5.1 or 5.2 from the indemnifying party for any reason is unavailable to
(other than by reason of exceptions provided therein), or is insufficient to
hold harmless an indemnified party hereunder in respect of any Claim, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such Claim in such proportion as is appropriate to reflect the relative fault
of the indemnifying party, on the one hand, and the indemnified party, on the
other hand, in connection with the actions which resulted in such Claim, as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. If, however, the foregoing allocation is not permitted by applicable
law, then each indemnifying party shall contribute to the amount paid or payable
by such indemnified

                                       20


party in such proportion as is appropriate to reflect not only such relative
faults but also the relative benefits of the indemnifying party and the
indemnified party as well as any other relevant equitable considerations.

               5.5.   INDEMNIFICATION PAYMENTS. The indemnification and
contribution required by this Section 5 shall be made by periodic payments of
the amount thereof during the course of any investigation or defense, as and
when bills are received or any expense, loss, damage or liability is incurred.

               5.6.   OTHER INDEMNIFICATION. Indemnification similar to that
specified in the preceding Sections 5.1 and 5.2 (with appropriate modifications)
shall be given by the Company and each selling Holder of Registrable Securities
with respect to any required registration or other qualification of securities
under any Federal or state law or regulation of any governmental authority,
other than the Securities Act. The indemnity agreements contained herein shall
be in addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract.

          6. GENERAL PROVISIONS REGARDING REGISTRATIONS.

               6.1.   ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company
agrees that it shall not effect or permit to occur any combination or
subdivision of shares which would adversely affect the ability of the Holder of
any Registrable Securities to include such Registrable Securities in any
registration contemplated by this Agreement or the marketability of such
Registrable Securities in any such registration.

               6.2.   REGISTRATION RIGHTS TO OTHERS. The Company represents and
warrants that it is not currently a party to any agreement with respect to its
securities granting registration rights to Persons. If the Company shall at any
time hereafter provide to any holder of any securities of the Company rights
with respect to the registration of such securities under the Securities Act,
(i) such rights shall not be in conflict with or adversely affect any of the
rights provided in this Agreement to the Holders and (ii) if such rights are
provided on terms or conditions more favorable to such holder than the terms and
conditions provided in this Agreement, the Company shall provide (by way of
amendment to this Agreement or otherwise) such more favorable terms or
conditions to the Holders.

               6.3.   AVAILABILITY OF INFORMATION; RULE 144; RULE 144A; OTHER
EXEMPTIONS. The Company covenants that it shall timely file any reports required
to be filed by it under the Securities Act or the Exchange Act (including, but
not limited to, the reports under Sections 13 and 15(d) of the Exchange Act
referred to in subparagraph (c) of Rule 144 under the Securities Act), and that
it shall take such further action as any Holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (i) Rule 144 and Rule
144A under the Securities Act, as such rules may be amended from time to time,
or (ii) any other rule or regulation now existing or hereafter adopted by the
SEC. Upon the request of any Holder of Registrable Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with
such requirements.

                                       21


          7. PROVISIONS APPLICABLE TO SECURITYHOLDERS.

               7.1.   GENERAL RESTRICTION. Prior to the earlier of (i) 270 days
after the exercise of all of the Warrants or (ii) December 31, 2009 (the period
ending on the earlier of such dates being the referred to below as the "Co-Sale
Period"), McKim may not, directly or indirectly, sell, assign, transfer, pledge,
bequeath, hypothecate, mortgage, grant any proxy with respect to, or in any
other way encumber or otherwise dispose of ("CONVEY"), any shares of Common
Stock except pursuant to the provisions of this Article 7.

               7.2.   RIGHT OF CO-SALE. (a) If during the Co-Sale Period, McKim
desires to Convey shares of Common Stock to any Person (the "PURCHASER"), each
Holder shall have the right to require, as a condition to such Conveyance, that
the Purchaser purchase from such Holder at the same price and on the same terms
and conditions as involved in such sale or disposition by McKim (the "PURCHASE
OFFER") the number of shares of Common Stock owned by such Holder equal to the
aggregate number of shares of Common Stock proposed to be purchased by the
Purchaser from McKim multiplied by a fraction, the numerator of which is the
number of shares of Common Stock held of record by such Holder and the
denominator of which is the aggregate number of shares of Common Stock held of
record by McKim and the Holders. The amount of shares of Common Stock that each
Holder is entitled to sell under this Section 7.2 shall be referred to as its
"PRO RATA SHARE". McKim shall deliver to each Holder not more than 60 days and
not less than 30 days prior to the proposed Conveyance to the Purchaser a copy
of the Purchase Offer, if in writing, and a description of all other material
terms and conditions of the Purchase Offer. Within 25 days after receipt of the
Purchase Offer, a Holder shall give notice to McKim of its intent to sell all or
a portion of its Pro Rata Share. In the event that a Holder shall elect to
participate in any such sale or disposition, such Holder shall communicate in
writing such election to participate to McKim, which communication shall be
delivered to McKim pursuant to Section 8.2 hereof, and the number of shares of
Common Stock to be Conveyed by McKim to the Purchaser shall be reduced
accordingly.

                      (b)  McKim and each participating Holder may, up to and
including 90 days after but not until at least 60 days after McKim's delivery of
the notice of the Purchase Offer to the Holders, Convey any or all of their
shares of Common Stock to the Purchaser, in quantities and on terms and
conditions no more favorable in any material respect to those specified in the
Purchase Offer or otherwise disclosed to the Holders, and the Holders shall not
have the right to require that the Purchaser purchase any of their shares of
Common Stock as to which they did not exercise their co-sale rights hereunder.
If such sale is not consummated by the expiration of such 90 day period, the
restrictions provided for herein shall again become effective, and no Conveyance
of such shares of Common Stock may be made thereafter by McKim without again
complying with the requirements of this Section 7.2.

                      (c)  The closing of any sale of the shares of Common Stock
by the Holders and/or McKim pursuant to this Section 7.2 shall be held at the
Company's principal office at 10:00 a.m., local time, no later than 30 days
after the dates of expiration of the right to sell referred to in Sections
7.2(a) and 7.2(b) hereof, or at such other time and place as the parties to the
transaction may agree. At such closing, each Holder (if it has elected to
participate in accordance with this Section 7.2) and/or McKim shall Convey all
the shares of Common Stock purchased by the Purchaser pursuant to this Section
7.2 free and clear of any Encumbrances

                                       22


(other than restrictions imposed by the organizational documents of the Company,
including without limitation, this Agreement, and pursuant to applicable federal
and state securities laws), and each such Holder and/or McKim shall so represent
and warrant, and further represent and warrant that it is the record and
beneficial owner of such shares of Common Stock. The Purchaser shall deliver at
such closing, in cash by wire transfer of immediately available funds, payment
in full to the each of the Holders and/or McKim for its respective portion of
such shares of Common Stock sold.

                      (d)  The election by a Holder not to exercise its rights
under this Section 7.2 in any one instance shall not affect the rights of that
Holder as to any subsequent proposed Conveyance by McKim. Any Conveyance by
McKim of any of its shares of Common Stock without first giving the Holders the
rights described in this Section 7.2 shall be void and of no force or effect.

               7.3.   PERMITTED TRANSFERS. Subject to the final proviso of this
paragraph, the provisions of Section 7.1 or 7.2 shall not apply to the
Conveyance of Common Stock by McKim (a) in a public offering registered under
the Securities Act; PROVIDED; that the Holders shall have had the opportunity to
participate in such offering, without limitation (except as expressly provided
in Section 2 hereof) on the number of Registrable Securities covered thereby, in
accordance with Section 2 hereof, (b) in a sale pursuant to Rule 144 of the
Securities Act, (c) pursuant to a bona fide pledge of the Common Stock to a
nationally recognized financial institution as security for a bona fide
financing arrangement by McKim and (d) to any one or more persons or entities
each of which is a "Permitted Holder" as such term is defined in the Certificate
of Vote in respect of the Series C Preferred Stock as in effect on September 10,
2002 (collectively "PERMITTED FAMILY TRANSFEREES"); PROVIDED, HOWEVER, that such
Permitted Family Transferee(s) shall take such shares of Common Stock subject to
and be fully bound by this Agreement with the same effect as if it were a party
hereto and shall execute and deliver to the Company and each Holder an
instrument of accession and such additional documentation as the Company's Board
of Directors and the Holders may reasonably require to bind such Permitted
Family Transferee in the same manner that McKim is bound under this Agreement,
and references herein to McKim shall be deemed to include any such Permitted
Family Transferee(s).

          8. GENERAL.

               8.1.   AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified,
supplemented or terminated, and waivers or consents to departures from the
provisions hereof may not be given, without the written consent of the Company
and the Majority Holders and if adverse to McKim, McKim; PROVIDED, HOWEVER, that
no such amendment, modification, supplement, waiver or consent to departure
shall reduce the aforesaid percentage of Registrable Securities without the
written consent of all of the Holders of Registrable Securities and no
amendment, modification supplement, waiver or consent that adversely affects the
rights of a particular Holder (as opposed to the Holders generally) shall be
made or given without the written consent of such particular Holder; and
PROVIDED FURTHER, that nothing herein shall prohibit any amendment,
modification, supplement, termination, waiver or consent to departure the effect
of which is limited only to those Holders who have agreed to such amendment,
modification, supplement, termination, waiver or consent to departure.

                                       23


               8.2.   NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, telecopier,
any courier guaranteeing overnight delivery or first class registered or
certified mail, return receipt requested, postage prepaid, addressed to the
applicable party at the address set forth below or such other address as may
hereafter be designated in writing by such party to the other parties in
accordance with the provisions of this Section:

          If to the Company:  Clean Harbors, Inc.
                              1501 Washington Street
                              Braintree, MA 02185
                              Attn: Chief Financial Officer
                              Fax No. (781) 848-1632

          with copies to:     Davis, Malm & D'Agostine, P.C.
                              One Boston Place
                              Boston, MA 02108
                              Attn: C. Michael Malm
                              Fax No. (617) 523-6215

          If to McKim:        Alan S. McKim
                              c/o Clean Harbors, Inc.
                              1501 Washington Street
                              Braintree, MA 02185
                              Fax No. (781) 848-1632

          with copies to:     Davis, Malm & D'Agostine, P.C.
                              One Boston Place
                              Boston, MA 02108
                              Attn: C. Michael Malm
                              Fax No. (617) 523-6215

          If to a Holder, to its address and facsimile set forth on the Schedule
of Holders attached hereto, with copies to such Holder's representatives as set
forth on the Schedule of Holders, or to such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party five (5) days prior to the
effectiveness of such change. All such notices and communications (and
deliveries) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; when receipt is acknowledged, if telecopied; on
the next business day, if timely delivered to a courier guaranteeing overnight
delivery; and five days after being deposited in the mail, if sent first class
or certified mail, return receipt requested, postage prepaid.

               8.3.   SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
successors and permitted assigns (including any permitted transferee of
Registrable Securities or the Warrants). Any Holder may assign to any transferee
of its Warrants or Registrable Securities (other than a transferee that acquires
such Registrable Securities or Warrants in a registered public offering or

                                       24


pursuant to a sale under Rule 144 of the Securities Act (or any successor
rule)), its rights and obligations under this Agreement; PROVIDED, HOWEVER, if
any transferee shall take and hold the Warrants or Registrable Securities, such
transferee shall promptly notify the Company and by taking and holding such
Registrable Securities or the Warrants such transferee shall automatically be
entitled to receive the benefits of and be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement as
if it were a party hereto (and shall, for all purposes, be deemed a Holder under
this Agreement). If the Company shall so request any heir, successor or
permitted assign (including any permitted transferee) wishing to avail itself of
the benefits of this Agreement shall agree in writing to acquire and hold the
Registrable Securities or the Warrants subject to all of the terms hereof. For
purposes of this Agreement, "successor" for any entity other than a natural
person shall mean a successor to such entity as a result of such entity's
merger, consolidation, sale of substantially all of its assets, or similar
transaction. Except as provided above or otherwise permitted by this Agreement,
neither this Agreement nor any right, remedy, obligation or liability arising
hereunder or by reason hereof shall be assignable by any Holder, McKim or by the
Company without the consent of the other parties hereto.

               8.4.   COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which, when so executed and delivered, shall be
deemed to be an original, but all of which counterparts, taken together, shall
constitute one and the same instrument.

               8.5.   DESCRIPTIVE HEADINGS, ETC. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning of terms contained herein. Unless the context of this Agreement
otherwise requires: (a) words of any gender shall be deemed to include each
other gender; (b) words using the singular or plural number shall also include
the plural or singular number, respectively; (c) the words "hereof", "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section and paragraph references are to the Sections and
paragraphs of this Agreement unless otherwise specified; (d) the word
"including" and words of similar import when used in this Agreement shall mean
"including, without limitation," unless otherwise specified; (e) "or" is not
exclusive; and (f) provisions apply to successive events and transactions.

               8.6.   SEVERABILITY. In the event that any one or more of the
provisions, paragraphs, words, clauses, phrases or sentences contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the other remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.

               8.7.   CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. THE VALIDITY
OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND
THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER
OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND

                                       25


CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. THE
COMPANY, MCKIM AND THE INITIAL HOLDERS WAIVE, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 8.7.

          THE COMPANY, MCKIM AND THE INITIAL HOLDERS HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS. EACH OF THE COMPANY, MCKIM AND THE INITIAL
HOLDERS REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

               8.8.   REMEDIES; SPECIFIC PERFORMANCE. The parties hereto
acknowledge that money damages would not be an adequate remedy at law if any
party fails to perform in any material respect any of its obligations hereunder,
and accordingly agree that each party, in addition to any other remedy to which
it may be entitled at law or in equity, shall be entitled to seek to compel
specific performance of the obligations of any other party under this Agreement,
without the posting of any bond, in accordance with the terms and conditions of
this Agreement in any court specified in Section 8.7 hereof, and if any action
should be brought in equity to enforce any of the provisions of this Agreement,
none of the parties hereto shall raise the defense that there is an adequate
remedy at law. Except as otherwise provided by law, a delay or omission by a
party hereto in exercising any right or remedy accruing upon any such breach
shall not impair the right or remedy or constitute a waiver of or acquiescence
in any such breach. No remedy shall be exclusive of any other remedy. All
available remedies shall be cumulative.

               8.9.   ENTIRE AGREEMENT. This Agreement, the Warrants and the
Redemption Agreement (collectively, the "OTHER AGREEMENTS") are intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, representations, warranties, covenants or undertakings relating to
such subject matter, other than those set forth or referred to herein or in the
Other Agreements. This Agreement and the Other Agreements supersede all prior
agreements and understandings between the Company and the other parties to this
Agreement with respect to such subject matter.

                                       26


               8.10.  FURTHER ASSURANCES. Each party hereto shall do and perform
or cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as any other party hereto reasonably may request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.

               8.11.  CONSTRUCTION. Each of the Company, McKim and the Initial
Holders acknowledge that it has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review this Agreement with its
legal counsel and that this Agreement shall be construed as if jointly drafted
by the Company, McKim and the Initial Holders.

               8.12.  NO INCONSISTENT AGREEMENT. Neither the Company nor McKim
will hereafter enter into any agreement which is inconsistent with the rights
granted to the Holders in this Agreement.

               8.13.  COSTS AND ATTORNEYS' FEES. In the event that any action,
suit or other proceeding is instituted concerning or arising out of this
Agreement, the Company, McKim and the Initial Holders agree that the prevailing
party shall recover from the non-prevailing party all of such prevailing party's
costs and reasonable attorneys' fees incurred in each and every such action,
suit or other proceeding, including any and all appeals or petitions therefrom.

   [Remainder of this page intentionally left blank. Signature page follows.]

                                       27


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.


                                   THE COMPANY

                                   CLEAN HARBORS, INC.


                                   By:
                                       ---------------------------
                                       Name:
                                       Title



                                   INITIAL HOLDERS

                                   CERBERUS CH LLC

                                   By: Cerberus Partners, L.P.
                                       its Managing Member

                                   By: Cerberus Associates, L.L.C.
                                       its General Partner

                                   By:
                                       --------------------------------
                                       Name:
                                       Title:



                                   OAK HILL SECURITIES FUND, L.P.

                                   By: Oak Hill Securities GenPar, L.P.
                                       its General Partner

                                   By: Oak Hill Securities MGP, Inc.
                                       its General Partner

                                   By:
                                       --------------------------------
                                       Name:
                                       Title:


                                   OAK HILL SECURITIES FUND II, L.P.

                                   By: Oak Hill Securities GenPar II, L.P.
                                       its General Partner

                                   By: Oak Hill Securities MGP II, Inc.
                                       its General Partner

                                   By:
                                       --------------------------------
                                       Name:
                                       Title:


                                   LERNER ENTERPRISES, L.P.

                                   By: Oak Hill Asset Management, Inc.
                                       As advisor and attorney-in-fact to
                                       Lerner Enterprises

                                   By:
                                       --------------------------------
                                       Name:
                                       Title:



                                   P&PK FAMILY LTD. PARTNERSHIP

                                   By: Oak Hill Asset Management, Inc.
                                       As advisor and attorney-in-fact to
                                       P&PK Family Ltd. Partnership

                                   By:
                                       --------------------------------
                                       Name:
                                       Title:


                                   CARDINAL INVESTMENT PARTNERS I,
                                   L.P.

                                   By: As advisor and attorney-in-fact to
                                       Cardinal Investment Partners I, L.P.

                                   By: Oak Hill Advisors MGP, Inc.
                                       its General Partner

                                   By:
                                       --------------------------------
                                       Name:
                                       Title:

                                   BASSO HOLDINGS LTD.
                                   (f/k/a AIG DKR SoundShore Holdings Ltd.)


                                   By:
                                       --------------------------------
                                       Howard I. Fischer
                                       Authorized Signatory



                                   MCKIM


                                   By:
                                       --------------------------------
                                       Name: Alan S. McKim

                                   Alan S. McKim's Children's Trust


                                   By:
                                       --------------------------------
                                       C. Michael Malm, Trustee

                                   By:
                                       --------------------------------
                                       Carol R. Cohen, Trustee



                               SCHEDULE OF HOLDERS




                 Holder Address                          Investor's Representatives' Address
              and Facsimile Number                              and Facsimile Number
- -------------------------------------------------   ---------------------------------------------
                                                 
Cerberus CH LLC                                     Schulte Roth & Zabel LLP
450 Park Avenue, 28th Floor                         919 Third Avenue
New York, NY 10022                                  New York, NY  10022
Telephone: (212) 891-2100                           Attn: Stuart Freedman, Esq.
Facsimile: (212) 891-1540                           Telephone: (212) 756-2000
Attention: Daniel Wolf and Kevin Genda              Facsimile: (212) 593-5955

Oak Hill Securities Fund, L.P.                      Paul, Weiss, Rifkind, Wharton & Garrison
65 East 55th Street                                 1285 Avenue of the Americas
New York, New York 10022                            New York, NY 10019
Telephone: (212) 326-1552                           Telephone: (212) 373-3000
Facsimile: (212) 838-8411                           Facsimile: (212) 757-3990
Attention: William H. Bohnsack, Jr.                 Attention: Eric Goodison

Oak Hill Securities Fund II, L.P.                   Paul, Weiss, Rifkind, Wharton & Garrison
65 East 55th Street                                 1285 Avenue of the Americas
New York, New York 10022                            New York, NY 10019
Telephone: (212) 326-1552                           Telephone: (212) 373-3000
Facsimile: (212) 838-8411                           Facsimile: (212) 757-3990
Attention: William H. Bohnsack, Jr.                 Attention: Eric Goodison

Lerner Enterprises, L.P.                            Paul, Weiss, Rifkind, Wharton & Garrison
65 East 65th Street                                 1285 Avenue of the Americas
New York, New York 10022                            New York, NY 10019
Telephone: (212) 326-1552                           Telephone: (212) 373-3000
Facsimile: (212) 838-8411                           Facsimile: (212) 757-3990
Attention: William H. Bohnsack, Jr.                 Attention: Eric Goodison

P&PK Family Ltd. Partnership                        Paul, Weiss, Rifkind, Wharton & Garrison
65 East 55th Street                                 1285 Avenue of the Americas
New York, New York 10021                            New York, NY 10019
Telephone: (212) 326-1552                           Telephone: (212) 373-3000
Facsimile: (212) 838-8411                           Facsimile: (212) 757-3990
Attention: William H. Bohnsack, Jr.

Cardinal Investment Partners I, L.P.                Paul, Weiss, Rifkind, Wharton & Garrison
65 East 55th Street                                 1285 Avenue of the Americas
New York, New York 10021                            New York, NY 10019
Telephone: (212) 326-1552                           Telephone: (212) 373-3000
Facsimile: (212) 838-8411                           Facsimile: (212) 757-3990
Attention: William H. Bohnsack, Jr.                 Attention: Eric Goodison

Basso Holdings Ltd.                                 Basso Holdings Ltd.
c/o Basso Capital Management, L.P.                  c/o Basso Capital Management, L.P.
1266 East Main Street                               1266 East Main Street
Stamford, Connecticut 06902                         Stamford, Connecticut 06902
Telephone: (203) 352-6100                           Telephone: (203) 352-6100
Facsimile: (203) 352-6194                           Facsimile: (203) 352-6194
Attention: Howard I. Fischer                        Attention: Marc Seidenberg





                                    EXHIBIT A

                             [SEC NO-ACTION LETTER]



                                                                     EXHIBIT 21

                SIGNIFICANT SUBSIDIARIES OF CLEAN HARBORS, INC.




                                                      State of Organization        Other Business Names
                                                      ---------------------        --------------------
                                                                             
CH International Holdings, Inc.                                DE                          N/A
CH Canada Holdings Corp.                                  Nova Scotia                      N/A
CH Canada GP, Inc.                                           Canada                        N/A
Clean Harbors Environmental Services, Inc.                     MA                          N/A
Clean Harbors of Natick, Inc.                                  MA                          N/A
Clean Harbors of Braintree, Inc.                               MA                          N/A
Clean Harbors Services, Inc.                                   MA                          N/A
Clean Harbors of Baltimore, Inc.                               PA                          N/A
Clean Harbors of Connecticut, Inc.                             CT                          N/A
Clean Harbors Kingston Facility Corporation                    MA                          N/A
Harbor Management Consultants, Inc.                            MA                          N/A
Murphy's Waste Oil Service, Inc.                               MA                          N/A
Spring Grove Resource Recovery, Inc.                           DE                          N/A
Clean Harbors Lonestar Corp.                                   DE                          N/A
Clean Harbors Disposal Services, Inc.                          DE                          N/A
Clean Harbors of Texas, LLC                                    DE                          N/A
Clean Harbors Canada, Inc.                               New Brunswick                     N/A
Clean Harbors Canada L.P.                                   Ontario                        N/A
Clean Harbors Mercier, Inc.                                  Quebec                        N/A
Clean Harbors Quebec, Inc.                                   Quebec                        N/A





                                                                     EXHIBIT 23

                        CONSENT OF INDEPENDENT ACCOUNTANTS

       We hereby consent to the incorporation by reference in the Registation
Statements on Form S-8 (Files No. 33-22638, No. 33-51452, No. 33-60187 and No.
333-46159) of Clean Harbors, Inc. of our report dated March 31, 2005 relating
to the consolidated financial statements and the financial statement
schedule, which appears in this Form 10-K.

                                         /s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
March 31, 2005



                                                                     EXHIBIT 24

                                POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes
and appoints each of Alan S. McKim and Stephen H. Moynihan, signing singly,
the undersigned's true and lawful attorney-in-fact to:

       (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Clean Harbors, Inc. (the
"Company"), any and all documents required by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 and the rules
thereunder, including, without limitation, Form 10-K;

       (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such document filing and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and

       (3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, and in the best interest of, or legally required by, the
undersigned.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required with respect to the undersigned's capacity
as an officer and/or director and/or holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of March, 2005.


                                  Signature
                                  ---------

                              /s/ John D. Barr
              -------------------------------------------------------

                           /s/ John P. DeVillars
              -------------------------------------------------------

                            /s/ John F. Kaslow
              -------------------------------------------------------

                         /s/ Daniel J. McCarthy
              -------------------------------------------------------

                          /s/ John T. Preston
              -------------------------------------------------------

                          /s/ Andrea Robertson
              -------------------------------------------------------

                          /s/ Thomas J. Shields
              -------------------------------------------------------

                           /s/ Lorne R. Waxlax
              -------------------------------------------------------



                                                                  EXHIBIT 31.1

                      CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Alan S. McKim, certify that:

       I have reviewed this annual report on Form 10-K of Clean Harbors, Inc.;

       Based on my knowledge, this 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;

       Based on my knowledge, the financial statements, and other financial
information included in this 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;

       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 we 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

       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
functions);

       (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 significant role in the registrant's
            internal control over financial reporting.

Date: March 31, 2005                              /s/ Alan S. McKim
                                       ---------------------------------------
                                                    ALAN S. MCKIM
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER



                                                                  EXHIBIT 31.2

                   CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Mark S. Burgess, certify that:

       I have reviewed this annual report on Form 10-K of Clean Harbors, Inc.;

       Based on my knowledge, this 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;

       Based on my knowledge, the financial statements, and other financial
information included in this 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;

       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 we 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

       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
functions);

       (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 significant role in the registrant's
            internal control over financial reporting.

Date: March 31, 2005                              /s/ Mark S. Burgess
                                       ---------------------------------------
                                                    MARK S. BURGESS
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER



                                                                     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. Section 1350, each of the undersigned certifies
that, to his knowledge, this Annual Report on Form 10-K for the year ended
December 31, 2004 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.


Date: March 31, 2005                              /s/ Alan S. McKim
                                           ---------------------------------
                                                     ALAN S. MCKIM
                                                CHIEF EXECUTIVE OFFICER


Date: March 31, 2005                              /s/ Mark S. Burgess
                                           ---------------------------------
                                                     MARK S. BURGESS
                                             EXECUTIVE VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER