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Clean Harbors Inc – ‘10-Q’ for 3/31/99

As of: Friday, 5/14/99 · For: 3/31/99 · Accession #: 1047469-99-20385 · File #: 0-16379

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/14/99  Clean Harbors Inc                 10-Q        3/31/99    3:52K                                    Merrill Corp/New/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      22     94K 
 2: EX-10.43    Material Contract                                      2     11K 
 3: EX-27       Financial Data Schedule (Pre-XBRL)                     2      6K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities Defaults Upon Senior Debt Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations 10-18 Other Information Submission of Matters to A Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1:. Financial Statements
"	Item 2:. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-18
21	Item 1 -. Legal Proceedings
"	Item 2 -. Changes in Securities
"	Item 3 -. Defaults Upon Senior Debt
"	Item 4 -. Submission of Matters to A Vote of Security Holders
"	Item 5 -. Other Information
"	Item 6 -. Exhibits and Reports on Form 8-K

10-Q 1st Page of 22 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

 FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 1999
 -----------------------

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                                02184-7599 
(Address of Principal Executive Offices)                             (Zip Code) 

(781) 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                           10,607,990               
-------------------------------------        --------------------------------   
             (Class)                      (Outstanding at May 7, 1999)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 TABLE OF CONTENTS

 PART I: FINANCIAL INFORMATION

                                                                [Download Table]


                                                                          PAGES 
                                                                         -------
                                                                                
ITEM 1:   FINANCIAL STATEMENTS                                                  

Consolidated Statements of Operations                                      1    

Consolidated Balance Sheets                                                2-3  

Consolidated Statements of Cash Flows                                      4-5  

Consolidated Statement of Stockholders' Equity                             6    

Notes to Consolidated Financial Statements                                 7-9  

ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF                               
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS                    10-18

                           PART II: OTHER INFORMATION                           

Items No. 1 through 6                                                      19   

Signatures                                                                 20   


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CLEAN HARBORS, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS
 UNAUDITED
(in thousands except for earnings per share amounts)

                                                                [Download Table]


                                                            THREE MONTHS ENDED  
                                                                MARCH 31,       
                                                           -------------------- 

                                                            1999          1998  
                                                           ------        ------ 
                                                                                
Revenues                                                  $44,648       $40,376 

Cost of revenues                                           33,692        31,344 

Selling, general and administrative expenses                9,113         7,897 

Depreciation and amortization                               2,366         2,284 
                                                           ------        ------ 

Loss from operations                                         (523)       (1,149)

Interest expense, net                                       2,229         2,340 
                                                           ------        ------ 

Loss before provision for income taxes                     (2,752)       (3,489)

Provision for income taxes                                     90            90 
                                                           ------        ------ 

        Net loss                                          $(2,842)     $(3,579) 
                                                           ------        ------ 
                                                           ------        ------ 

Basic and fully diluted loss per share                     $(0.28)       $(0.36)
                                                           ------        ------ 
                                                           ------        ------ 
Weighted average common                                                         
        shares outstanding                                 10,514        10,184 
                                                           ------        ------ 
                                                           ------        ------ 


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

 (1)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS
(in thousands)

                                                        [Enlarge/Download Table]


                                                             MARCH 31,    DECEMBER 31,
                                                               1999          1998     
                                                             -----------  ------------
                                                             (Unaudited)              

                                                                                      
ASSETS                                                                                
  Current assets:                                                                     
         Cash and cash equivalents                           $  2,552       $  1,895  
         Restricted investments                                 1,203          2,366  
         Accounts receivable, net of allowance for doubtful                           
           accounts of $1,129 and $1,013, respectively         37,042         41,409  
         Prepaid expenses                                       1,436            939  
         Supplies inventories                                   2,790          2,858  
         Income tax receivable                                  1,236          1,236  
                                                             --------       --------  
                  Total current assets                         46,259         50,703  
                                                             --------       --------  
  Property, plant and equipment:                                                      
         Land                                                   8,182          8,182  
         Buildings and improvements                            39,677         39,521  
         Vehicles and equipment                                79,762         79,430  
         Furniture and fixtures                                 2,190          2,190  
         Construction in progress                               1,538            967  
                                                             --------       --------  
                                                              131,349        130,290  
  Less - Accumulated depreciation                                                     
         and amortization                                      75,076         73,157  
                                                             --------       --------  
         Net property, plant and equipment                     56,273         57,133  
                                                             --------       --------  
  Other assets:                                                                       
         Goodwill, net                                         19,850         20,031  
         Permits, net                                          13,079         13,322  
         Other                                                  4,362          4,721  
                                                             --------       --------  
                  Total other assets                           37,291         38,074  
                                                             --------       --------  
  Total assets                                               $139,823       $145,910  
                                                             --------       --------  
                                                             --------       --------  

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

 (2)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS
(in thousands)

                                                                [Download Table]


                                                  MARCH 31,    DECEMBER 31,
                                                    1999         1998      
                                                  (Unaudited)              
                                                  --------      --------   
                                                                           
LIABILITIES AND STOCKHOLDERS' EQUITY                                       
  Current liabilities:                                                     
     Current maturities of long-term                                       
          obligations                             $  3,461      $  4,100   
     Accounts payable                               15,600        17,998   
     Accrued disposal costs                          5,631         6,335   
     Other accrued expenses                         13,076        10,975   
     Income tax payable                                 10            50   
                                                  --------      --------   
                 Total current liabilities          37,778        39,458   
                                                  --------      --------   
  Long-term obligations, less current maturities    67,134        68,774   
  Other                                              1,404         1,368   
                                                  --------      --------   
                 Total other liabilities            68,538        70,142   
                                                  --------      --------   
  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 (liquidation                                
             preference of $5.6 million)                 1             1   
     Common Stock, $.01 par value                                          
         Authorized-20,000,000 shares;                                     
           Issued and outstanding-10,521,355 and                           
              10,420,874 shares, respectively          105           104   

     Additional paid-in capital                     60,819        60,670   
     Accumulated other comprehensive loss               (9)          (10)  
     Accumulated deficit                           (27,409)      (24,455)  
                                                  --------      --------   
                 Total stockholders' equity         33,507        36,310   
                                                  --------      --------   
  Total liabilities and stockholders' equity      $139,823      $145,910   
                                                  --------      --------   
                                                  --------      --------   

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

 (3)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS
 UNAUDITED
(in thousands)

                                                        [Enlarge/Download Table]


                                                                  THREE MONTHS ENDED   
                                                                      MARCH 31,        
                                                               ------------------------
                                                                 1999            1998  
                                                               -------          -------
                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES:                                                  
         Net loss                                              $(2,842)        $(3,579)
                Adjustments to reconcile net loss to net cash                          
                  provided by (used in) operating activities:                          
                  Depreciation and amortization                  2,366           2,284 
                  Allowance for doubtful accounts                  171             176 
                  Amortization of deferred financing costs          85             196 
          Changes in assets and liabilities:                                           
                  Accounts receivable                            4,196          (1,087)
                  Income tax receivable                           --               433 
                  Prepaid expenses                                (497)           (528)
                  Supplies inventories                              68              26 
                  Other assets                                     359              14 
                  Accounts payable                              (2,497)            449 
                  Accrued disposal costs                          (704)          1,699 
                  Other accrued expenses                         2,094             887 
                  Income tax payable                               (40)             38 
                  Other liabilities                                 36            (238)
                                                               -------         ------- 
          Net cash provided by operating activities              2,795             770 
                                                               -------         ------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                  
          Additions to property, plant and equipment              (960)           (754)
          Proceeds from sale and maturities of                                         
                  restricted investments                         1,177              18 
          Cost of restricted investments acquired                  (12)           (179)
          Additions to permits                                     (17)           --   
                                                               -------         ------- 

          Net cash provided by (used in) investing                                     
                       activities                              $   188         $  (915)
                                                               -------         ------- 


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

 (4)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS
 UNAUDITED
(in thousands)

                                                        [Enlarge/Download Table]


                                                               THREE MONTHS ENDED    
                                                                    MARCH 31,        
                                                          -------------------------- 
                                                             1999               1998 
                                                          -------             ------ 
                                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:                                                
     Net borrowings (repayments) under long-term                                     
              revolver                                    $(1,614)            $  979 
     Payments on long-term obligations                       (750)              (753)
     Proceeds from employee stock purchase plan                38                 31 
                                                          -------             ------ 
     Net cash provided by (used in) financing activities   (2,326)               257 
                                                          -------             ------ 
INCREASE IN CASH AND CASH EQUIVALENTS                         657                112 
     Cash and cash equivalents, beginning of year           1,895              3,935 
                                                          -------             ------ 
     Cash and cash equivalents, end of period             $ 2,552             $4,047 
                                                          -------             ------ 
                                                          -------             ------ 
Supplemental Information:                                                            
     Non cash investing and financing activities:                                    
              Stock dividend on preferred stock            $  112             $  112 


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

 (5)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 UNAUDITED
(in thousands)

                                                        [Enlarge/Download Table]


                                                       Series B                                                      Accumulated
                                                     Preferred Stock    Common Stock                                    Other   
                                               --------------------- ------------------- Additional Comprehensive  Comprehensive
                                               Number of   $0.01 Par Number of $0.01 Par   Paid-in       Income         Income  
                                                Shares       Value    Shares     Value     Capital       (Loss)         (Loss)  
                                               ----------  --------- --------- --------- ---------- -------------  -------------
                                                                                                                                
Balance at December 31, 1998                         112        $1   10,421      $104    $60,670         ---          $(10)     

   Net loss                                          ---       ---      ---       ---      ---       $(2,842)          ---      
   Other comprehensive income, net of tax:                                                                                      
     Unrealized holding gains arrising during                                                                                   
          the peroid                                 ---       ---      ---       ---      ---             1             1      
     Reclassification adjustment for                                                                                            
          gains included in net loss                 ---       ---      ---       ---      ---           ---           ---      
                                                                                                     -------                    
Other comprehensive income                           ---       ---      ---       ---      ---             1           ---      
                                                                                                     -------                    
Comprehensive loss                                   ---       ---      ---       ---      ---       $(2,841)          ---      
                                                                                                     -------                    
                                                                                                     -------                    
Preferred stock dividends:                                                                                                      
 Series B                                            ---       ---       71         1        111         ---           ---      

Employee stock purchase plan                         ---       ---       29       ---         38         ---           ---      
                                                    ----      ----  -------      -----  --------                      -----     
Balance at March 31, 1999                            112        $1   10,521       $105   $60,819         ---           $(9)     
                                                    ----      ----  -------      -----  --------       -----          -----     
                                                    ----      ----  -------      -----  --------       -----          -----     

                                                                [Download Table]


                                                                     Total    
                                                    Accumulated  Stockholders'
                                                      Deficit       Equity    
                                                  -------------  -------------
                                                                              
Balance at December 31, 1998                      $(24,455)        $36,310    

   Net loss                                         (2,842)         (2,842)   
   Other comprehensive income, net of tax:                                    
     Unrealized holding gains arrising during                                 
          the peroid                                   ---               1    
     Reclassification adjustment for                                          
          gains included in net loss                   ---             ---    

Other comprehensive income                             ---             ---    

Comprehensive loss                                     ---             ---    
Preferred stock dividends:                                                    
 Series B                                             (112)            ---    

Employee stock purchase plan                           ---              38    
                                                  ---------        --------   
Balance at March 31, 1999                         $(27,409)        $33,507    
                                                  ---------        --------   
                                                  ---------        --------   

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

(6) 

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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 statement of results of interim periods. The operating results for the     
three months ended March 31, 1999 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, 1998 as filed with the Securities and      
Exchange Commission.                                                            

NOTE 2        SIGNIFICANT ACCOUNTING POLICIES                                   

Capitalization of Software Developed Internally               

       In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE
DEVELOPED OR OBTAINED FOR INTERNAL USE ("SOP 98-1"), effective for periods      
beginning after December 15, 1998. SOP 98-1 provides guidance on defining       
internal use software and the accounting for the costs thereof. The adoption of 
this statement in the period ended March 31, 1999 did not have a significant    
effect on the Company's results of operations or its financial position.        

NOTE 3       FINANCING 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. At March 31, 1999,  
the Revolver balance was $8,307,000, letters of credit outstanding were         
$6,232,000 and funds available to borrow were approximately $7,100,000.         

The Loan Agreement has covenants that require, among others, maintenance of a   
minimum level of working capital and adjusted net worth. At March 31, 1999, the 
Loan Agreement required minimum amounts of working capital and adjusted net     
worth of $6,000,000 and $33,000,000 respectively. At March 31, 1999, the Company
had working capital and adjusted net worth of $8,481,000 and $34,507,000,       
respectively. The Company must also maintain borrowing availability of not less 
than $4,500,000 for sixty consecutive days prior to paying principal and        
interest on its other indebtedness and dividends in cash on its preferred stock.
In the first quarter of 1999, the Company violated this covenant, which has been
waived by the financial institution through May 15, 1999.                       

 (7)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)

NOTE 3       FINANCING ARRANGEMENTS (CONTINUED)                                 

    In addition, the Indenture under which the Company has outstanding
$10,000,000 of industrial revenue bonds the ("Bonds") contain certain covenants 
the most restrictive of which require the Company maintain a rolling four       
quarter ratio of earnings before interest, income taxes, depreciation and       
amortization (EBITDA) to total debt service of 1.25 to 1. At December 31, 1997  
the debt service coverage ratio was 1.04 to 1. Under the terms of the Bonds, the
deficiency in the debt coverage ratio did not and will not result in a default, 
but the Company was required to pay into a debt service reserve fund held by the
Trustee for the Bonds a total amount equal to the annual debt service for one   
year on the Bonds. Through March 31, 1999, the Company has paid $1,075,000 into 
this fund, as required. Under the terms of the Bonds, the Company can request   
that the balance of the debt service reserve fund be returned to the Company if 
the debt service coverage ratio of 1.50 to 1 is met for two consecutive         
quarters. For the quarters ended March 31, 1999 and December, 31, 1998, the debt
service coverage ratios were 1.68 and 1.58, respectively. In May 1999, the      
Trustee for the Bonds returned the balance of the debt service reserve fund to  
the Company. The balance of the debt service reserve fund was reflected as a    
component of restricted cash at December 31, 1998, and of cash and cash         
equivalents at and March 31, 1999.                                              

NOTE 4       INCOME TAXES                                                       

      SFAS 109, "Accounting for Income Taxes," requires that a valuation
allowance be established when, based on an evaluation of objective verifiable   
evidence, there is a likelihood that some portion or all of the deferred tax    
assets will not be realized. The Company continually reviews the adequacy of the
valuation allowance for deferred tax assets, and, in 1998, based upon this      
review, the valuation allowance was increased to cover the value of all net     
deferred tax assets. Accordingly, no tax benefit has been recorded relating to  
the net losses and for the quarter ended March 31, 1999 and 1998. The actual    
realization of the net operating loss carryforwards and other tax assets depend 
on having future taxable income of the appropriate character prior to their     
expiration. If the Company reports earnings from operations in the future, and  
depending on the level of these earnings, some portion or all of the valuation  
allowance would be reversed, which would increase net income reported in future 
periods.                                                                        

       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 case is currently undergoing administrative
appeal. If the Company loses the administrative appeal, the Company may be      
required to make a payment of approximately $3,000,000 to the state. A decision 
is expected in the second quarter of 1999 regarding the administrative appeal.  
The Company believes that it has properly reported its state income and intends 
to contest the assessment vigorously. While the Company believes that the final 
outcome of the dispute will not have a material adverse effect on the Company's 
financial condition or results of operations, no assurance can be given as to   
the final outcome of the dispute, the amount of any final                       

 (8)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)

NOTE 4       INCOME TAXES (CONTINUED)                                           

adjustments or the potential impact of such adjustments on the Company's        
financial condition or results of operations.                                   

NOTE 5       LOSS PER SHARE                                                     

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

                                                                [Download Table]


                                        Quarter Ended March 31, 1999    
                                   ------------------------------------ 
                                      Income       Shares      Per-Share
                                  (Numerator)    (Denominator)    Loss  
                                   ---------        ------       ------ 
                                                                        
Net loss                          $   (2,842)                           
Less preferred dividends                 112                            
                                   ---------        ------       ------ 
Basic and diluted EPS                                                   
(loss available to shareholders)  $   (2,954)       10,514       $(0.28)
                                   ---------        ------       ------ 
                                   ---------        ------       ------ 

                                                                [Download Table]


                                        Quarter Ended March 31, 1998    
                                   ------------------------------------ 
                                      Income       Shares      Per-Share
                                  (Numerator)    (Denominator)    Loss  
                                   ---------        ------       ------ 
                                                                        
Net loss                          $   (3,579)                           
Less preferred dividends                 112                            
                                   ---------        ------       ------ 
Basic and diluted EPS                                                   
(loss available to shareholders)   $  (3,691)       10,184       $(0.36)
                                   ---------        ------       ------ 
                                   ---------        ------       ------ 


      The Company has issued options, warrants and convertible preferred
stock which are potentially dilutive to earnings. These have not been included  
in the calculations, since their inclusion would have been antidilutive for the 
above periods.                                                                  

 (9)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

 FORWARD-LOOKING STATEMENT

       In addition to historical information, this Quarterly Report contains
forward-looking statements, which are generally identifiable by use of the words
"believes," "expects," "intends," "anticipates," "plans to," "estimates,"       
"projects," or similar expressions. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ    
materially from those reflected in these forward-looking statements. Factors    
that might cause such a difference include, but are not limited to, those       
discussed in 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. The Company undertakes 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 the Company files
from time to time with the Securities and Exchange Commission.                  

RESULTS OF OPERATIONS                                                           

          The following table sets forth for the periods indicated certain
operating data associated with the Company's results of operations.             

                                                                [Download Table]


                                                    Percentage Of Total Revenues
                                                    ----------------------------
                                                       Three Months Ended       
                                                             March 31,          
                                                       ------------------       

                                                     1999               1998    
                                                    ------             ------   
                                                                                
Revenues                                            100.0%             100.0%   
Cost of revenues:                                                               
         Disposal costs paid to third parties        12.7               12.8    
         Other costs                                 62.8               64.8    
                                                     ----               ----    
         Total cost of revenues                      75.5               77.6    
Selling, general and administrative                                             
         expenses                                    20.4               19.5    
Depreciation and amortization                                                   
         of intangible assets                         5.3                5.7    
                                                     ----               ----    
Loss from operations                                 (1.2)%             (2.8)%  
                                                     ----               ----    
                                                     ----               ----    

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (CONTINUED)                                               

                                                                [Download Table]


Other Data:                                                                  
----------                                                                   
                                                                             
Earnings before interest, taxes,                                             
      depreciation and amortization                                          
      (EBITDA) (in thousands)                       $1,843             $1,135


REVENUES                                                                        

     Revenues for the first quarter of 1999 were $44,648,000, up
compared to revenues of $40,376,000 for the first quarter of the prior year. The
majority of the increase in revenues was due to an increase in revenue from site
services primarily due to a higher level of emergency response business for the 
quarter ended March 31, 1999 compared to the same quarter of the prior year.    
Billed hours on site services projects were flat as compared to the same quarter
of the prior year. Pricing on waste processed through the Company's facilities  
increased by 1.3% for the quarter ended March 31, 1999 as compared to the same  
quarter of the prior year. Revenue due to the volume of waste processed through 
the Company's facilities was flat compared to the same quarter of the prior     
year.                                                                           

             There are many factors which have impacted, and continue to impact,
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.             

COST OF REVENUES                                                                

          Cost of revenues were $33,692,000 for the quarter ended March 31, 1999
compared to $31,344,000 for the quarter ended March 31, 1998, an increase of    
$2,348,000. As a percentage of revenues, cost of revenues decreased from 77.6%  
for the quarter ended March 31, 1998 to 75.5% for the quarter ended March 31,   
1999. One of the largest components of cost of revenues is the cost of sending  
waste to other companies for disposal. Disposal costs paid to third parties as a
percentage of revenue declined slightly from 12.8% for the quarter ended March  
31, 1998 to 12.7% for the quarter ended March 31, 1999. This decrease was due to
continuing efforts to internalize the disposal of waste, to develop alternative 
lower cost disposal technologies and to identify lower cost suppliers. Other    
costs of revenues as a percentage of revenues declined from 64.8% for the       
quarter ended March 31, 1998 to 62.8% for the quarter ended March 31, 1999. This
decrease was primarily due to increased margins on site services work due to the
types of jobs performed and improved pricing on waste processed through the     
Company's facilities.                                                           

(11)

10-Q 14th Page of 22 TOC 1st Previous Next ↓Bottom Just 14th
CLEAN HARBORS, INC. AND SUBSIDIARIES

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

COST OF REVENUES (CONTINUED)                                                    

       The Company believes that its ability to manage operating costs is an
important factor in its ability to remain price competitive. During the first   
quarter of 1999, the Company commenced a strategic sourcing initiative in order 
to reduce operating costs by identifying suppliers that are able to supply goods
and services at lower costs, by obtaining volume discounts where the Company is 
currently purchasing goods and services from various suppliers and consolidating
these purchases with a small number of suppliers, and by reducing the internal  
costs of purchasing goods and services by reducing the number of suppliers that 
the Company uses through reducing the number of purchase orders that must be    
prepared and invoices that must be processed. 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 increased to $9,113,000
for the three months ended March 31, 1999 from $7,897,000 for the three months  
ended March 31, 1998, an increase of $1,216,000 or 15.4%. The largest components
of the increase are due to increases in headcount due to higher levels of       
revenues, increases in headcount in sales and marketing due to strategic        
business initiatives and increases in compensation to remain competitive in the 
employment markets in which the Company operates. The Company also experienced  
increases in non-payroll sales and marketing expenses related to sales          
initiatives.                                                                    

INTEREST EXPENSE, NET                                                           

        Interest expense net of interest income was $2,229,000 for the first
quarter of 1999 as compared to $2,340,000 for the first quarter of 1998. The    
decrease in interest expense is primarily due to a decrease in the average      
balance of loans outstanding.                                                   

INCOME TAXES                                                                    

    For the three months ended March 31, 1999, income tax expense of
$90,000 was recorded on a pre-tax loss of $2,752,000 for an effective tax rate  
of (3.3%), as compared to a tax expense of $90,000 that was recorded on a       
pre-tax loss of $3,849,000 for an effective tax rate of (2.3%). SFAS 109,       
"Accounting for Income Taxes," requires that a valuation allowance be           
established when, based on an evaluation of objective verifiable evidence, there
is a likelihood that some portion or all of the deferred tax assets will not be 
realized. The Company continually reviews the adequacy of its valuation         
allowance for deferred tax assets, and, in 1998, based on this review, the      
valuation allowance was increased to cover the value of all net deferred tax    
assets. Accordingly, the Company recorded no benefit on its books for the future
potential value of net operating loss carryforwards for the quarters ended March
31, 1998 and 1999.                                                              

(12)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

INCOME TAXES (CONTINUED)                                                        

      The actual realization of the net operating loss carryforwards and
other tax assets depend on having future taxable income of the appropriate      
character prior to their expiration under the tax laws. If the Company reports  
earnings from operations in the future, and depending on the level of these     
earnings, some portion or all of the valuation allowance would be reversed,     
which would increase net income reported in future periods.                     

     The $90,000 in income tax expense recorded for the each of quarters
ended March 31, 1998 and 1999 is due to the tangible property taxes and net     
worth taxes that are levied as a component of state income taxes.               

         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 case is currently undergoing administrative
appeal. If the Company loses the administrative appeal, the Company may be      
required to make a payment of approximately $3,000,000 to the state. A decision 
is expected in the second quarter of 1999 regarding the administrative appeal.  
The Company believes that it has properly reported its state income and intends 
to contest the assessment vigorously. While the Company believes that the final 
outcome of the dispute will not have a material adverse effect on the Company's 
financial condition or results of operations, no assurance can be given as to   
the final outcome of the dispute, the amount of any final adjustments or the    
potential impact of such adjustments on the Company's financial condition or    
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: utilize its facilities and         
workforce profitably in the face of intense price competition; maintain or      
increase market share in an industry which appears to be downsizing and         
consolidating; realize benefits from cost reduction programs; generate          
incremental volumes of waste to be handled through its facilities from existing 
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    
consulting and information services business.                                   

(13)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

FACTORS THAT MAY AFFECT FUTURE RESULTS (CONTINUED)                              

    The Company's operations may be affected by the commencement and
completion of major site remediation 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 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.                                                                    

          Typically during the first quarter of each calendar year there is less
demand for environmental remediation due to the cold weather, particularly in   
the Northeast and Midwest regions, and increased possibility of unplanned       
weather related plant shutdowns.                                                

FINANCIAL CONDITION AND LIQUIDITY                                               

        For the quarter ended March 31, 1999, the Company generated $2,795,000
of cash from operations. The primary sources of cash from operations were a     
$4,196,000 reduction of the accounts receivable balance at March 31, 1999 as    
compared to the balance at December 31, 1998 due to lower levels of sales in the
first quarter of 1999 as compared to the fourth quarter of 1998, and non-cash   
expenses of $2,366,000 for depreciation and amortization, $171,000 for the      
allowance for doubtful accounts and $85,000 for the amortization of deferred    
financing costs. Partially offsetting these sources of cash was a net use of    
cash of $1,107,000 due to a net reduction in the combined balances of accounts  
payable, accrued disposal costs and other accrued expenses, at March 31, 1999   
compared to those of December 31, 1998, which was in turn due to lower levels of
activities and timing of periodic interest payments on long-term debt           
obligations in the first quarter of 1999 as compared to the fourth quarter of   
1998.                                                                           

       In addition, the Company obtained $188,000 from investing activities.
The source of cash from investing activities was $1,177,000 which was almost    
completely due to release of restricted funds that were held in a debt service  
reserve fund at December 31, 1998. The debt service reserve fund is discussed   
later in Management's Discussion and Analysis of Financial Condition and        
Liquidity. Primarily offsetting the source of cash from investing activities was
a use of cash of $960,000 to purchase property, plant and equipment.            

(14)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION AND LIQUIDITY (CONTINUED)                                   

   The Company used the $2,795,000 generated from operations and the
$188,000 generated from investing activities primarily to reduce borrowings     
under the revolving line of credit of $1,614,000, to reduce the outstanding     
balance on the term loan by $750,000 and to increase the amount of cash on hand 
by $657,000.                                                                    

     For the quarter ended March 31, 1998 the Company generated $770,000
form operations and the Company obtained $257,000 from financing activities,    
which consisted primarily of additional net borrowings. The Company used these  
funds primarily to purchase property, plant and equipment of $754,000 and to    
make payments into a debt service reserve fund of $179,000.                     

The Company believes 1999 capital additions of approximately
$5,000,000 will be required to maintain existing capital assets, replace site   
services equipment and upgrade information technology hardware and software.    
However, the Company continues to evaluate potential acquisitions, and the      
Company continues to evaluate opening additional site services offices within   
and next to the Company's service areas. Thus, it is possible that capital      
additions could exceed the $5,000,000 currently planned.                        

         The Company's $35,000,000 Loan Agreement with a financial institution
provides for certain covenants the most restrictive of which require the        
maintenance of a minimum level of working capital of $6,000,000 and adjusted net
worth of not less than $33,000,000. At March 31, 1999, working capital was      
$8,481,000 and adjusted net worth was $34,507,000. The Company must also        
maintain borrowing availability of not less than $4,500,000 for sixty days prior
to paying principal and interest on its indebtedness and dividends in cash on   
its preferred stock. In the first quarter of 1999, the Company violated this    
covenant, which has been waived by the financial institution through May 15,    
1999. Management believes that it will be able to comply with this covenant for 
the foreseeable future, and the financial institution has stated it will        
continue to waive this covenant, if violated, so long as the Company is in      
substantial compliance with the covenant. However, no assurance can be given    
that this covenant will not be violated and that this covenant will be waived,  
if violated, in the future by the financial institution. There were no other    
violations of loan covenants at March 31, 1999.                                 

        At March 31, 1999, funds available to borrow under the Revolver were
$7,100,000. Management believes that sufficient resources will be available to  
meet the Company's cash requirements for the foreseeable future. The Company has
$50,000,000 of Senior Notes which mature in 2001. Some portion or all of the    
borrowings under the Senior Notes will need to be refinanced by the maturity    
date. The ability of the Company to refinance the Senior Notes at reasonable    
interest rates is dependent upon improving results from operations and is       
contingent on a favorable interest rate environment when the Company attempts to
refinance the borrowings.                                                       

(15)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION AND LIQUIDITY (CONTINUED)                                   

    In addition, the Indenture under which the Company has outstanding
$10,000,000 of industrial revenue bonds the ("Bonds") contain certain covenants 
the most restrictive of which require the Company maintain a rolling four       
quarter ratio of earnings before interest, income taxes, depreciation and       
amortization (EBITDA) to total debt service of 1.25 to 1. At December 31, 1997  
the debt service coverage ratio was 1.04 to 1. Under the terms of the Bonds, the
deficiency in the debt coverage ratio did not and will not result in a default, 
but the Company was required to pay into a debt service reserve fund held by the
Trustee for the Bonds a total amount equal to the annual debt service for one   
year on the Bonds. Through March 31, 1999, the Company has paid $1,075,000 into 
this fund, as required. Under the terms of the Bonds, the Company can request   
that the balance of the debt service reserve fund be returned to the Company if 
the debt service coverage ratio of 1.50 to 1 is met for two consecutive         
quarters. For the quarters ended March 31, 1999 and December, 31, 1998, the debt
service coverage ratios were 1.68 and 1.58, respectively. In May 1999, the      
Trustee for the Bonds returned the balance of the debt service reserve fund to  
the Company. The balance of the debt service reserve fund was reflected as a    
component of restricted cash at December 31, 1998, and of cash and cash         
equivalents at March 31, 1999.                                                  

       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. The      
Company elected to pay the January 15, 1999 dividend in common stock.           
Accordingly, the Company issued 71,340 shares of common stock to the holders of 
the preferred stock in the period ended March 31, 1999. The Company anticipates 
that the preferred stock dividends payable through 1999 will be paid in common  
stock.                                                                          

YEAR 2000                                                                       

       As has been widely discussed in the media, companies around the world
are working on resolving the anticipated problems relating to the year 2000. The
problem stems from the fact that much of the computer software, computer        
hardware and control devices produced in prior years provide only two digits    
with which to record the year. This may result in these products not functioning
or producing unexpected results when the year 2000 is recorded as "00", and the 
program or device is unable to differentiate whether the "00" represents the    
year 1900 or 2000. Since 1998, the Company has been working on identifying and  
correcting the year 2000 problems. Although the work is on-going, the Company   
has identified potential year 2000 issues related to its management information 
systems, control devices used at its plants, and readiness of vendors and       
customers for the year 2000.                                                    

(16)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

YEAR 2000 (CONTINUED)                                                           

       Starting in 1996, the Company began a major upgrade of all management
information systems in order to improve the availability of management          
information with the ultimate aim being better control over costs and better    
availability of management information, which management believes will yield    
improved operating results. As a by-product of this upgrade, the Company        
believes that all of its major management information systems are currently year
2000 compliant, with the exception of the accounts receivable and human resource
systems. The Company has installed an accounts receivable module as part of its 
new financial software package. The Company is in the process of running the    
accounts receivable system parallel to the existing system and anticipates that 
the new accounts receivable system will be functional by the end of the second  
quarter of 1999. The Company has purchased a human resource system at a cost of 
approximately $100,000 that it expects to be able to install in 1999. At this   
time, the management of the Company believes that all major systems will be year
2000 compliant prior to the end of 1999.                                        

         The Company has also compiled a list of secondary computer software and
hardware that is not year 2000 compliant. Although the cost of modifying or     
replacing the secondary software and hardware that is not year 2000 compliant   
has not been determined, a review of the list indicates that the cost will not  
be material to the results of operations of the Company.                        

       In addition to computer software and hardware, the Company utilizes a
variety of control devices in its plants, most of which are not date or time    
sensitive. Based on an inventory of the control devices, the cost of replacing  
the control devices that are not year 2000 compliant is expected to be          
approximately $100,000. The Company replaced these control devices during       
regularly scheduled plant shutdowns in April of 1999.                           

   The Company relies on a large number of primary vendors to supply
required products and services. Since the unavailability of key goods and       
services could potentially disrupt the Company's operations, letters have been  
sent to all primary and secondary vendors to determine their readiness for the  
year 2000. To date 80% of vendors have responded to the Company's inquiry and   
all critical vendors are being individually contacted. The effort to qualify all
primary vendors and certain potentially key secondary vendors as to their       
readiness for the year 2000 problem is on-going. A target date of July 31, 1999 
has been established for the Company's primary vendors to satisfy such year 2000
requests. A contingency plan for backup vendors is being established and will be
implemented for those primary vendors that fail to comply.                      

(17)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

YEAR 2000 (CONTINUED)                                                           

   The Company relies on its customers to pay for services performed
within a commercially reasonable period of time. If the computer systems of     
customers are not year 2000 compliant, there is a possibility that the          
collection of bills, thus cash flow, could be adversely impacted in the first   
quarter of 2000. In the first half of 1999, the Company plans on developing a   
contingency plan should customers be unable to pay their bills when due in 2000.

      As discussed above, the Company is trying to insure that all mission
critical software, hardware and control devices are year 2000 compliant and that
there will be no disruption of service to its client base. In addition, the     
Company is trying to insure that primary suppliers, key secondary suppliers and 
significant customers are ready for the year 2000. However, due to the pervasive
use of computers and control devices throughout all businesses, there is a risk 
that certain key non-compliant year 2000 software, hardware and control devices 
will be overlooked by the Company, our vendors or our customers, which could    
adversely affect revenues or cash flow early in the year 2000.                  

         The Company has made significant progress on resolving problems related
to the year 2000. The Securities and Exchange Commission in Release 33-7558,    
DISCLOSURE OF YEAR-2000 ISSUES AND CONSEQUENCES BY PUBLIC COMPANIES, INVESTMENT 
ADVISERS, INVESTMENT COMPANIES, AND MUNICIPAL SECURITIES ISSUERS, dated August  
4, 1998 requires that all companies disclose their most reasonably likely worst 
case scenario relating to the year 2000. The Company has interpreted this to    
mean that the assumption is that there will be no further future progress on    
resolving known problems related to the year 2000. Although the Company intends 
to work diligently to resolve known year 2000 problems, the Company believes    
that the most reasonably likely worst case scenarios of not being able to make  
any further progress on its known year 2000 problems would be a decrease in cash
flow due to inefficient collection of monies owed the Company because of the    
accounts receivable system, a disruption in cash flow due to the Company's      
customers not being able to pay their bills due to their systems being          
non-compliant, and a decrease in revenues due to the inability of the Company to
obtain required goods and services because of the vendor's systems being        
non-compliant. The Company will continue to monitor the situation and will      
continue to develop contingency plans as required.                              

NEW ACCOUNTING PRONOUNCEMENTS                                                   

         In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE
DEVELOPED OR OBTAINED FOR INTERNAL USE ("SOP 98-1") which provides guidance on  
the accounting for the costs of software developed or obtained for internal use.
SOP 98-1 is effective for fiscal years beginning after December 15, 1998.       
The adoption of this statement in the period ended March 31, 1999 did not       
have a significant effect on the Company's results of operations or its         
financial position.                                                             

(18)

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CLEAN HARBORS, INC. AND SUBSIDIARIES

 PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS                                                      

    No legal proceedings of a material nature have arisen in the first
quarter of 1999, and there have been no material changes during the first       
quarter of 1999 in the pending legal proceedings disclosed in the Form 10-K for 
the year ended December 31, 1998.                                               

ITEM 2 - CHANGES IN SECURITIES                                                  

None                                                        

ITEM 3 - DEFAULTS UPON SENIOR DEBT                                              

None                                                        

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

None                                                        

ITEM 5 - OTHER INFORMATION                                                      

None                                                        

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                       

                                                                [Download Table]


EXHIBIT NO.           DESCRIPTION                LOCATION 
-----------           -----------                -------- 
                                                          
10.43          Key Employee Retention Plan        Filed   
                                                  herewith

27             Financial Data Schedule            Filed   
                                                  herewith

               Reports on Form 8-K                None    


(19)

10-Q Last Page of 22 TOC 1st Previous Next ↓Bottom Just 22nd
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:  May 14, 1999       By:  /s/ Alan S. McKim                       
                   -------------------------------------
Alan S. McKim     
President and     
     Chief Executive Officer

Dated:  May 14, 1999       By:  /s/ Roger A. Koenecke                   
                   -------------------------------------
Roger A. Koenecke 
       Senior Vice President and
     Chief Financial Officer

(20)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	7/31/99	19
	5/15/99	9	17
Filed on:	5/14/99	22
	5/7/99	1
For Period End:	3/31/99	1	20	10-K
	1/15/99	18
	12/31/98	8	21	10-K
	12/15/98	9	20
	8/4/98	20
	3/31/98	10	17	10-Q
	12/31/97	10	18	10-K
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  Clean Harbors Inc.                10-K       12/31/23  134:15M
 3/01/23  Clean Harbors Inc.                10-K       12/31/22  127:16M
 2/23/22  Clean Harbors Inc.                10-K       12/31/21  128:15M
 2/24/21  Clean Harbors Inc.                10-K       12/31/20  122:14M

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Filing Submission 0001047469-99-020385 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Clean Harbors Inc – ‘10-Q’ for 3/31/99

As of: Friday, 5/14/99 · For: 3/31/99 · Accession #: 1047469-99-20385 · File #: 0-16379

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Quarterly Report
Document Table of Contents