1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 1997
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Commission File Number 0-16379
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2997780
(State of Incorporation) (IRS Employer Identification No.)
1501 Washington Street, Braintree, MA 02185-0327
(Address of Principal Executive Offices) (Zip Code)
(617) 849-1800 ext. 4454
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 par value 10,012,062
(Class) (Outstanding at August 8, 1997)
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2
CLEAN HARBORS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS PAGES
-----
Consolidated Statements of Income 1
Consolidated Balance Sheets 2-3
Consolidated Statements of Cash Flows 4-5
Consolidated Statement of Stockholders' Equity 6
Notes to Consolidated Financial Statements 7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8-12
PART II: OTHER INFORMATION
Items No. 1 through 6 13
Signatures 14
3
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(in thousands except for earnings per share amounts)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1997 1996 1997 1996
---------------------- ----------------------
Revenues $ 47,363 $ 49,638 $ 87,737 $ 95,374
Cost of revenues 34,885 38,936 66,373 73,818
Selling, general and
administrative expenses 8,631 9,306 16,830 18,480
Depreciation and amortization 2,346 2,489 4,709 5,016
-------- -------- -------- --------
Income (loss) from operations 1,501 (1,093) (175) (1,940)
Other income (net) -- -- 800 --
Interest expense (net) 2,314 2,369 4,573 4,508
-------- -------- -------- --------
Loss before provision for income taxes (813) (3,462) (3,948) (6,448)
Provision for (benefit from)
income taxes 70 (857) (1,082) (2,201)
-------- -------- -------- --------
Net loss $ (883) $ (2,605) $ (2,866) $ (4,247)
======== ======== ======== ========
Net loss per common share
and common share equivalent $ (.10) $ (.28) $ (.31) $ (.47)
======== ======== ======== ========
Weighted average common and
common equivalent shares
outstanding 9,911 9,624 9,866 9,592
======== ======== ======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
(1)
4
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
JUNE 30, DECEMBER 31,
1997 1996
(Unaudited)
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 701 $ 1,366
Restricted investments 910 8,190
Accounts receivable, net of
allowance for doubtful accounts 40,148 42,746
Prepaid expenses 1,623 1,603
Supplies inventories 2,899 2,866
Income tax receivable 1,770 1,668
Deferred tax asset 2,512 3,152
-------- --------
Total current assets 50,563 61,591
Property, plant and equipment:
Land 8,182 8,423
Buildings and improvements 37,708 39,585
Vehicles and equipment 77,054 78,050
Furniture and fixtures 2,193 2,191
Construction in progress 2,756 1,819
-------- --------
127,893 130,068
Less - Accumulated depreciation
and amortization 63,365 61,282
-------- --------
Net property, plant and equipment 64,528 68,786
-------- --------
Other assets:
Goodwill, net 21,117 21,479
Permits, net 12,150 12,605
Deferred taxes non-current 10,704 9,208
Other 4,535 4,328
-------- --------
Total other assets 48,506 47,620
-------- --------
Total assets $163,597 $177,997
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
(2)
5
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
JUNE 30, DECEMBER 31,
1997 1996
(Unaudited)
----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term
obligations $ 4,120 $ 4,370
Accounts payable 14,475 20,069
Accrued disposal costs 7,398 7,912
Other accrued expenses 12,311 14,609
Income tax payable -- 162
Deferred tax liability 224 224
--------- ---------
Total current liabilities 38,528 47,346
--------- ---------
Long-term obligations, less current maturities 65,871 68,668
Deferred taxes, long-term 7,141 7,453
Other 1,232 946
--------- ---------
Total other liabilities 74,244 77,067
--------- ---------
Stockholders' equity:
Preferred Stock, $.01 par value:
Series A Convertible;
Authorized-2,000,000 shares; Issued and
outstanding - none -- --
Series B Convertible;
Authorized-156,416 shares; Issued and
outstanding 112,000 shares at June 30,
1997 and December 31, 1996 (liquidation
preference of $5.6 million) 1 1
Common Stock, $.01 par value
Authorized - 20,000,000 shares;
Issued and outstanding - 9,920,459 shares
at June 30, 1997 and 9,743,153 shares
at December 31, 1996 99 98
Additional paid-in capital 59,780 59,477
Unrealized gain (loss) on restricted
investments, net of tax 12 (15)
Accumulated deficit (9,067) (5,977)
--------- ---------
Total stockholders' equity 50,825 53,584
--------- ---------
Total liabilities and stockholders' equity $ 163,597 $ 177,997
========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
(3)
6
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(in thousands)
SIX MONTHS ENDED
JUNE 30,
--------------------
1997 1996
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,866) $(4,247)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation and amortization 4,709 5,016
Deferred income taxes (1,808) (2,379)
Allowance for doubtful accounts 330 296
Amortization of deferred financing costs 357 312
Gain on sale of fixed assets 79 (49)
Changes in assets and liabilities:
Accounts receivable 2,268 2,339
Refundable income taxes (102) --
Prepaid expenses (20) (123)
Supplies inventories (33) (103)
Deferred tax asset 640 --
Accounts payable (5,594) 677
Accrued disposal costs (514) (442)
Other accrued expenses (1,752) (5,300)
Taxes payable (162) 2
------- -------
Net cash used in operating activities (4,468) (4,001)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (1,735) (1,469)
Additions to permits -- (13)
Proceeds from sale and maturities of
restricted investments 7,307 703
Cost of restricted investments acquired -- (836)
Increase in other liabilities 286 --
Decrease in other assets (213) (108)
Proceeds from sale of fixed assets 1,482 74
------- -------
Net cash provided by (used in)
investing activities 7,127 (1,649)
------- -------
The accompanying notes are an integral part of these consolidated
financial statements.
(4)
7
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
UNAUDITED
(in thousands)
SIX MONTHS ENDED
JUNE 30,
--------------------
1997 1996
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt -- 6,667
Net borrowings (payments) under long-term
revolver (594) 837
Payments on long-term obligations (2,801) (1,555)
Additions to deferred financing costs (9) (58)
Proceeds from employee stock purchase plan 80 58
------- -------
Net cash (used in) provided by
financing activities (3,324) 5,949
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (665) 299
Cash and cash equivalents, beginning of year 1,366 225
------- -------
Cash and cash equivalents, end of period $ 701 $ 524
======= =======
Supplemental Information:
Cash payments for interest and income taxes:
Interest $ 4,679 $ 4,808
Income Taxes 339 201
Non cash investing and financing activities:
Stock dividend on preferred stock 224 224
The accompanying notes are an integral part of these consolidated
financial statements.
(5)
8
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
UNAUDITED
(in thousands)
Series B
Preferred Stock Common Stock
--------------- ---------------
Unrealized
Number $.01 Number $.01 Additional Gain (Loss) on Total
of Par of Par Paid-In Restricted Accumulated Stockholders'
Shares Value Shares Value Capital Investments Deficit Equity
------ ----- ------ ----- ---------- -------------- ----------- -------------
Balance at
December 31, 1996 112 $ 1 9,743 $98 $59,477 $(15) $(5,977) $ 53,584
Preferred stock dividends:
Series B -- -- 125 1 223 -- (224) --
Employee stock purchase
plan -- -- 52 -- 80 -- -- 80
Change in restricted investments,
net of tax -- -- -- -- -- 27 -- 27
Net Loss -- -- -- -- -- -- (2,866) (2,866)
--- --- ----- --- ------- ---- ------- --------
Balance at
June 30, 1997 112 $ 1 9,920 $99 $59,780 $ 12 $(9,067) $ 50,825
=== === ===== === ======= ==== ======= ========
The accompanying notes are an integral part of these consolidated
financial statements.
(6)
9
CLEAN HARBORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION
The consolidated interim financial statements included herein have been
prepared by the Company, pursuant to the rules and regulations of the Securities
and Exchange Commission, and include, in the opinion of management, all
adjustments (consisting of only normal recurring accruals) necessary for the
fair presentation of interim period results. The operating results for the six
months ended June 30, 1997 are not necessarily indicative of those to be
expected for the full fiscal year. Reference is made to the audited consolidated
financial statements and notes thereto included in the Company's Report on Form
10-K for the year ended December 31, 1996 as filed with the Securities and
Exchange Commission. The year end condensed balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
NET LOSS PER COMMON SHARE
Net loss per common share is based on net loss less preferred stock
dividend requirements divided by the weighted average number of common shares
outstanding during each of the respective periods. Fully diluted net loss per
common share has not been presented as the amount would not differ significantly
from that presented.
The Financial Accounting Standards Board issued Statement No. 128
("SFAS 128"), "Earnings per Share", which requires the presentation of basic and
diluted earning per share ("EPS"). Basic EPS excludes dilution and is computed
by dividing income available to common stockholders by the weighted-average
number of common shares outstanding for the period. Diluted EPS is computed
similarly to fully diluted EPS under the existing rules. The Company will adopt
SFAS 128 as of December 31, 1997 and upon adoption, will restate all prior
period EPS data presented. The impact of adopting SFAS 128 is not material.
NOTE 3 FINANCIAL ARRANGEMENTS
As amended, the Company has a $35,000,000 Loan Agreement with a
financial institution. The Loan Agreement provided for a $24,500,00 revolving
credit portion (the "Revolver") and a $10,500,000 term promissory note. The
Revolver allows the Company to borrow up to $35,000,000 in cash and letters of
credit, based on a formula of eligible accounts receivable.
In June 1997 the term of the Revolver was extended from May 8, 1998 to
May 8, 1999 under substantially the same terms and conditions. At June 30, 1997,
the Revolver balance was $1,117,000, letters of credit outstanding were
$6,309,000 and funds available to borrow were approximately $11,000,000.
NOTE 4 OTHER INCOME
During the first quarter of 1997, the Company recorded a $950,000
receivable in connection with the settlement of a lawsuit and incurred
approximately $150,000 in costs related to the litigation during the first
quarter. The Company recognized a pre-tax gain, net of related legal fees, of
$800,000 resulting from the settlement, which is included in other income (net),
in the consolidated statement of income. The $950,000 was received April, 1997.
(7)
10
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
REVENUES
Revenues for the second quarter of 1997 were $47,363,000, down 4.6% as
compared to revenues of $49,638,000 for the second quarter of the prior year.
Revenues for the first half of 1997 were $87,737,000, which was an 8% decline
from the revenues for the first half of 1996 of $95,374,000. The revenue
decline, for the comparative six months, was due to industry-wide pricing
pressures and an absence of event revenue in the field services business. These
decreases were partially offset by an increase of $2,187,000, or 53%, in revenue
at the Company's Kimball incineration facility. The revenue increase at the
Kimball facility was due to increased customer demand and improvements in
operating efficiency.
There are many factors which have influenced, and continue to
influence, the Company's revenues. These factors include: 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 over capacity; and direct shipment by
generators of waste to the ultimate treatment or disposal location.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated certain
operating data associated with the Company's results of operations:
Percentage Of Total Revenues
----------------------------------------------------------
Three months ended Six months ended
June 30, June 30,
------------------------ -------------------------
1997 1996 1997 1996
-------- -------- -------- --------
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues:
Disposal costs paid to third parties 13.3 15.1 13.1 14.2
Other costs 60.4 63.3 62.6 63.2
-------- -------- -------- --------
Total cost of revenues 73.7 78.4 75.6 77.4
Selling, general and administrative
expenses 18.2 18.8 19.2 19.3
Depreciation and amortization
of intangible assets 5.0 5.0 5.4 5.3
Income (loss) from operations 3.1% (2.2)% (0.2)% (2.0)%
Other Data:
Earnings Before Interest, Taxes,
Depreciation and Amortization
(EBITDA) (in thousands) $3,847 $1,396 $5,334 $3,076
(8)
11
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
COST OF REVENUES
Cost of revenues decreased $4,051,000 and $7,445,000 from the quarter
and six months ended June 30, 1996 compared to the quarter and six months ended
June 30, 1997, respectively. As a percent of revenue, cost of revenues decreased
to 73.7% and 75.6% for the three and six months ended June 30, 1997, as compared
to 78.4% and 77.4% for the same periods of the prior year, respectively. One of
the largest components of cost of revenues is the cost of sending waste to other
companies for disposal. The Company's outside disposal costs decreased to 13.1%
of revenue in the first six months of 1997 as compared to 14.2% of revenue in
the first six months of 1996. The Company has been able to improve the quality
and efficiency of its waste treatment services through upgrades at its
facilities. As a result of these efforts, the Company has been able to increase
the amount of waste processed internally and reduce its dependency on outside
disposal vendors. Other cost of revenues decreased to 60.4% and 62.6% of revenue
for the three months and six months ended June 30, 1997, as compared to 63.3%
and 63.2% for the same periods of the prior year, respectively. These reductions
in other cost of revenues as a percentage of revenue were due to the
implementation of extensive cost reduction programs and to the increase in
revenue at the Kimball incinerator without a corresponding increase in cost of
revenues.
The Company is continuing to implement cost savings plans to reduce
operating costs. In 1996, the Company implemented its CleanEXPRESS(TM) system
which the Company believes has resulted in increased efficiencies relative to
the transfer of waste materials through the Company's network of waste
management facilities to its expanded and upgraded Chicago facility. The Company
believes this has lowered the costs associated with collecting, transporting,
treating and disposing of hazardous waste.
The Company believes that its ability to manage operating costs is an
important factor in its ability to remain price competitive. During the second
quarter of 1997, the Company continued its process of consolidating common
functions to reduce redundant costs and improve the Company's ability to deliver
its services. No assurance can be given that the Company's efforts to manage
future operating expenses will be successful.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased 7% to $8,631,000
for the three months ended June 30, 1997 as compared to $9,306,000 for the same
period of 1996. Selling, general and administrative expenses decreased 9% to
$16,830,000 for the six months ended June 30, 1997 as compared to $18,480,000
for the same period of 1996. The majority of the decrease in general and
administrative expenses is due to a reduction in administrative staff. Although
the Company continues to invest in expanding sales and marketing capabilities,
these increased costs have been more than offset by the cost savings programs.
The Company does not anticipate any significant increases for the last half of
1997, as compared to the first half of 1997, in selling, general and
administrative expenses.
(9)
12
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTEREST EXPENSE (NET)
Interest expense decreased 2% to $2,314,000 during the second quarter
of 1997 as compared to $2,369,000 during the same quarter of the prior year.
Interest expense increased 1% to $4,573,000 for the first half of 1997 as
compared to $4,508,000 for the first half of the prior year. The increase in
interest expense for the first half of 1997 as compared to the first half of
1996 is due primarily to a decrease in interest earned, which was caused by a
significant reduction in the average outstanding balance of restricted cash.
BENEFIT FROM INCOME TAXES
The effective income tax rate for the three months ended June 30,1997
was (9)% as compared to 25% for the comparable period of 1996. The effective
income tax rate for the six months ended June 30, 1997 and 1996 was 27% and 34%,
respectively. The rate can fluctuate significantly depending on the amount of
income before taxes, as compared to the fixed amount of goodwill amortization,
other non-deductible items and changes in estimates. Realization of the deferred
tax assets, which primarily includes approximately $9.5 million of Net Operating
Loss Carry Forwards, is dependent on generating sufficient taxable income to
offset the assets in the foreseeable future. Although realization is not
assured, management believes the deferred tax assets will be realized.
During the ordinary course of its business, the Company is audited by
federal and state tax authorities which may result in proposed assessments. The
Company has received a Notice of Intent to assess state income taxes from one of
the states in which it operates. The Company believes that it has properly
reported its state income and intends to contest the assessment vigorously. The
Company believes that no current audits or assessments will result in charges
which would be material to the results of operations.
FACTORS THAT MAY AFFECT FUTURE RESULTS
From time to time, the Company and employees acting on behalf of the
Company make forward-looking statements concerning the expected revenues,
results of operations, capital expenditures, capital structure, plans and
objectives of management for future operations, and future economic performance.
This report contains forward-looking statements. There are many factors which
could cause actual results to differ materially from those projected in a
forward-looking statement, and there can be no assurance that such expectations
will be realized.
The Company's future operating results may be affected by a number of
factors, including the Company's ability to: integrate successfully the
CleanEXPRESS(TM) program; continue to implement the treatment and disposal
reengineering program; utilize its facilities and workforce profitably, in the
face of intense price competition; successfully increase market share in its
existing service territory; integrate additional hazardous waste management
facilities, such as the Kimball incinerator and the expanded Chicago facility;
realize benefits from cost reduction programs; and generate incremental volumes
of waste to be handled through such facilities from existing sales offices and
service centers.
(10)
13
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company's operations may be affected by the commencement and
completion of major site remediation projects; 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 the manufacturing sector towards waste
minimization and delays in the remedial market; suspension of governmental
permits; and fines and penalties for noncompliance with the myriad of
regulations governing the Company's diverse operations. As a result of these
factors, the Company's revenue and income could vary significantly from quarter
to quarter, and past financial performance should not be considered a reliable
indicator of future performance.
FINANCIAL CONDITION AND LIQUIDITY
During the six months ended June 30, 1997, the Company spent $1,735,000
on additions to plant and equipment and construction in progress, as compared to
its capital expenditures of $1,469,000 during the same period of the prior year.
The capital spending in the first six months of 1997 was largely offset by
proceeds from the sale of property, plant and equipment of $1,482,000 in the
first six months of 1997. During the six months ended June 30, 1997, net
reductions to long-term debt were $3,395,000, as compared to net additions to
long-term debt of $6,203,000 during the same period of the previous year.
At December 31, 1996, the Company had a $35,000,000 revolving credit
and term loan agreement (the "Loan Agreement") with a financial institution. The
Loan Agreement provides for a $24,500,000 revolving credit portion (the
"Revolver") and a $10,500,000 term promissory note (the "Term Note"). The Term
Note is payable in 60 monthly installments, commencing April 1, 1996. Monthly
principal payments are $250,000. The Revolver allows increased borrowing
availability to a maximum of $35,000,000 in cash and letters of credit as
the Term Loan is amortized. Letters of credit may not exceed $20,000,000 at
any one time.
The Loan Agreement terms include a borrowing limit, which fluctuates
depending on the level of accounts receivable which collatoralize the Loan
Agreement. The borrowing availability within each month will fluctuate
significantly depending on the level of business activity, when during the month
the bills are sent, the resulting amount of accounts receivable, and the usage
of letters of credit. The Loan Agreement terms allow the Company to make
regularly scheduled payments of principal and interest on its other indebtedness
for borrowed money (including leases), to pay dividends in cash on its preferred
stock, to prepay such debt or redeem such preferred stock, and to make
acquisitions of other companies, provided that on each of the sixty consecutive
days prior thereto, and after giving effect thereto, the Company shall maintain
borrowing availability in excess of $4,500,000.
Although the Company's liquidity may be constrained from time to time
due to borrowing availability, the Company believes it has adequate liquidity
for its ongoing operations and planned capital needs. The Company's operations
along with the provisions of the Loan Agreement are expected to produce cash
flow in excess of the amounts required to finance its operations and its capital
expenditures during 1997. It is expected that capital expenditures in 1997 will
be approximately $3,000,000.
(11)
14
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Dividends on the Company's Series B Convertible Preferred Stock are
payable on the 15th day of January, April, July and October, at the rate of
$1.00 per share, per quarter; 112,000 shares are outstanding. Under the terms of
the preferred stock, the Company can elect to pay dividends in cash or in common
stock with a market value equal to the amount of the dividend payable.
Accordingly, the Company issued 125,525 shares of common stock to the holders of
the preferred stock in the six month period ended June 30, 1997. The Company
anticipates that the preferred stock dividends payable through 1997 will be paid
in common stock.
During the first quarter of 1997, the Company recorded a $950,000
receivable in connection with the settlement of a lawsuit and incurred
approximately $150,000 in costs related to the litigation during the first
quarter. The $950,000 was received in April, 1997.
(12)
15
CLEAN HARBORS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
In October, 1995, an employee at the Company's Cincinnati Plant was
accidentally killed in an explosion. The estate of the deceased employee filed a
lawsuit against three subsidiaries of the Company and two other parties,
including the generator of the drum which exploded, alleging wrongful death,
employer intentional tort, lost earnings, loss of companionship and consortium
and pain and suffering. Earlier this year, one of the defendants was dismissed
for lack of personal jurisdiction in the Ohio state courts. In July, the
plaintiffs settled their claims with the generator of the drum and that
defendant was also dismissed from the case. Although the terms of the settlement
are confidential, the settlement was negotiated in good faith and thus
eliminated the Company's cross-claim for contribution against that co-defendant.
The Company is continuing to defend the lawsuit and believes that it has
insurance coverage adequate to cover a potential judgment.
ITEM 2 - CHANGES IN SECURITIES
None
ITEM 3 - DEFAULTS UPON SENIOR DEBT
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 1997 Annual meeting of the Stockholders was held on June
26, 1997. Stockholders owning 8,897,591 shares, or 88.7% of eligible shares were
represented in person or by proxy, 8,122,920 shares voted for the election of
John T. Preston, with 774,741 shares withheld, 8,145,708 shares vote for the
election of Lorne R. Waxlax, with 751,883 shares withheld, to serve as directors
of the Company for a three-year term, until the 2000 Annual meeting of
Stockholders. Other directors whose term of office as director continued after
the meeting were: Alan S. McKim, Christy W. Bell, David A. Eckert, John F.
Kaslow and Daniel J. McCarthy.
Stockholders owning 8,903,204 shares, or 89.7% of eligible shares were,
represented in person or by proxy, 7,135,207 shares voted to approve a proposal
to amend the Clean Harbors, Inc Equity Incentive Plan to increase the total
number of shares authorized for issuance under the plan from 800,000 to
1,250,000, with 14,572 shares withheld.
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A) Exhibit 11 - Computation of Net Income per Share.
Exhibit 27 - Financial Data Schedule.
B) Reports on Form 8-K - None
(13)
16
CLEAN HARBORS, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Clean Harbors, Inc.
-------------------------
Registrant
Dated: August 14, 1997 By: /s/ Alan S. McKim
-----------------------------------
Alan S. McKim
Chairman of the Board and
Chief Executive Officer
Dated: August 14, 1997 By: /s/ Carl Paschetag, Jr.
-----------------------------------
Carl Paschetag, Jr.
Vice President, Treasurer and
Financial Controller
(principal financial and accounting
officer)
(14)
1
EXHIBIT 11
CLEAN HARBORS, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE
(in thousands except for earnings per share amount)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
----------------------- -----------------------
Net loss $ (883) $(2,605) $(2,866) $(4,247)
Less preferred dividends accrued 112 112 224 224
------- ------- ------- -------
Adjusted net loss $ (995) $(2,717) $(3,090) $(4,471)
======= ======= ======= =======
Loss per common and common
equivalent share:
Weighted average number of
shares outstanding 9,911 9,624 9,866 9,592
Incremental shares for stock options
under treasury stock method -- -- -- --
------- ------- ------- -------
Weighted average number of
common and common equivalent
shares outstanding 9,911 9,624 9,866 9,592
======= ======= ======= =======
Net loss per common and common
equivalent share $ (.10) $ (.28) $ (.31) $ (.47)
======= ======= ======= =======
Loss per common and common equivalent
share - assuming full dilution:
Weighted average number of
shares outstanding 9,911 9,624 9,866 9,592
Incremental shares for stock options
under treasury stock method -- -- -- --
------- ------- ------- -------
Weighted average number of common
and common equivalent shares outstanding -
assuming full dilution 9,911 9,624 9,866 9,592
======= ======= ======= =======
Net loss per common and common
equivalent share - assuming full
dilution $ (.10) $ (.28) $ (.31) $ (.47)
======= ======= ======= =======
5
1,000
6-MOS
DEC-31-1997
JUN-30-1997
701
910
41,290
(1,142)
2,899
50,563
127,893
(63,365)
163,597
38,528
65,871
0
1
99
50,725
163,597
87,737
87,737
66,373
66,373
(800)
0
(4,573)
(3,948)
(1,082)
(2,866)
0
0
0
(2,866)
(.31)
0
