<PAGE>
================================================================================
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, 1994
-----------------------
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.)
1200 Crown Colony Drive, Quincy, MA 02269-9137
(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 9,428,504
------------------------------------- --------------------------------
(Class) (Outstanding at April 26, 1994)
================================================================================
<PAGE>
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
EPS Calculation 15
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Unaudited
(in thousands except for earnings per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
1994 1993
-------- --------
<S> <C> <C>
Revenues $51,285 $43,452
Cost of revenues 35,914 28,389
Selling, general and
administrative expenses 9,883 9,376
Depreciation and amortization 2,563 2,463
------- -------
Income from operations 2,925 3,224
Interest expense, net 1,819 1,737
------- -------
Income before provision
for income taxes 1,106 1,487
Provision for income taxes 509 652
------- -------
Net income $ 597 $ 835
======= =======
Net income per common and
common equivalent share $ .05 $ .08
======= =======
Weighted average common and
common equivalent shares
outstanding 9,715 10,181
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
(1)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
(Unaudited)
--------------- --------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,318 $ 816
Restricted cash 1,037 1,037
Accounts receivable, net of
allowance for doubtful accounts 45,763 46,736
Prepaid expenses 2,157 2,353
Supplies inventories 2,571 2,428
Income tax receivable 537 607
---------- ----------
Total current assets 53,383 53,977
Property, plant and equipment:
Land 8,209 8,209
Buildings and improvements 31,737 31,737
Vehicles and equipment 70,677 70,946
Furniture and fixtures 2,203 2,201
Construction in progress 2,410 1,903
---------- ----------
115,236 114,996
Less - Accumulated depreciation
and amortization 42,694 40,925
---------- ----------
Net fixed assets 72,542 74,071
---------- ----------
Other Assets:
Goodwill, net 23,469 23,650
Permits, net 14,683 14,906
Other 739 754
---------- ----------
38,891 39,310
---------- ----------
$164,816 $167,358
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
(2)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
(Unaudited)
-------------- -------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term
obligations $ 8,898 $ 8,917
Accounts payable 8,816 9,564
Accrued disposal costs 4,541 6,724
Other accrued expenses 12,371 10,452
Income tax payable 63 ---
--------- ---------
Total current liabilities 34,689 35,657
--------- ---------
Long-term obligations, less
current maturities 60,421 62,507
Deferred income taxes 1,823 1,823
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
March 31, 1994 (liquidation preference
of $5.6 million) 1 1
Common Stock, $.01 par value
Authorized - 20,000,000 shares;
Issued and outstanding - 9,428,504
shares at March 31, 1994 and
9,425,829 shares at December 31, 1993 95 95
Additional paid-in capital 58,576 58,556
Retained earnings 9,211 8,719
--------- ---------
Total stockholders' equity 67,883 67,371
--------- ---------
$164,816 $167,358
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
(3)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDING
MARCH 31,
--------------------
1994 1993
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 597 $ 835
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 2,563 2,463
Deferred taxes payable --- 100
Gain on sale of fixed assets (74) ---
Changes in assets and liabilities, net
of businesses acquired:
Accounts receivable 973 1,702
Refundable income taxes 70 153
Prepaid expenses 196 (346)
Supplies inventories (143) 12
Accounts payable (748) (2,668)
Accrued disposal costs (2,183) (364)
Other accrued expenses 1,914 (372)
Taxes payable 63 (128)
-------- --------
Net cash provided by operating activities 3,228 1,387
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (630) (2,179)
Increase in permits --- (15)
Increase in intangible assets --- (53)
Decrease (increase) in other assets 13 (60)
Proceeds from sale of fixed assets 76 ---
Payment for business acquired,
net of cash acquired --- (1,394)
-------- --------
Net cash used in investing activities (541) (3,701)
-------- --------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
(4)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Unaudited
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDING
MARCH 31,
-------------------
1994 1993
------ ------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred stock dividend distribution (100) (50)
Net (payments) borrowings on long-term debt (2,105) 2,255
Proceeds from exercise of stock options 20 478
Tax benefit from stock option exercises --- 261
-------- --------
Net cash (used in) provided by
financing activities (2,185) 2,944
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 502 630
Cash and equivalents, beginning of year 816 625
-------- --------
Cash and equivalents, end of period $1,318 $1,255
======== ========
</TABLE>
Supplemental Information:
Supplemental schedule of noncash investing and financing activities:
On February 16, 1993, the Company acquired all the outstanding
capital stock of Spring Grove Resource Recovery, Inc., in exchange for
cash and 112,000 shares of Series B Convertible Preferred Stock of
Clean Harbors, Inc., with a liquidation value of $5,600,000.
(5)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Unaudited
(in thousands)
<TABLE>
<CAPTION>
Series B
Preferred Stock Common Stock
-------------- -------------
Number $0.01 Number $0.01 Additional Total
of Par of Par Paid-In Retained Stockholders'
Shares Value Shares Value Capital Earnings Equity
------ ------ ------ ----- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1993 112 $ 1 9,425 $95 $58,556 $8,719 $67,371
Preferred stock dividends:
Series B --- --- --- -- --- (105) (105)
Proceeds from exercise
of stock options --- --- 3 -- 20 --- 20
Net Income --- --- --- -- --- 597 597
-------- ----- -------- ----- ---------- --------- ----------
Balance at
March 31, 1994 112 $ 1 9,428 $95 $58,576 $9,211 $67,883
======== ===== ======== ===== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
(6)
<PAGE>
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 three months ended March 31, 1994 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 Clean Harbors' Report on Form 10-K for the year ended December
31, 1993 as filed with the Securities and Exchange Commission.
NOTE 2 Significant Accounting Policies
(A) Net Income Per Common and Common Equivalent Share
Net income per common and common equivalent share is based on net
income less preferred stock dividend requirements divided by the weighted
average number of common and common equivalent shares outstanding during
each of the respective periods. Fully diluted net income per common share
has not been presented as the amount would not differ significantly from
that presented.
NOTE 3 Financial Arrangements
At December 31, 1993, the Company had a Revolving Credit Agreement (the
"Revolver") with three banks, which permitted borrowings of up to
$38,000,000 in cash and allowed the Company to have a maximum of $20,000,000
of letters of credit outstanding. The combination of cash and letters of
credit outstanding was limited to $50,000,000 at any one time. At March 31,
1994, borrowings under the Revolver were $31,004,569 (exclusive of
outstanding letters of credit). The entire balance of the Revolver matures
on July 1, 1996. All borrowings under the Revolver are collateralized by
substantially all of the Company's assets.
On February 1, 1994, the Company and its banks amended the Revolver to
increase the amount of the Revolver to $55,000,000. The amended Revolver
permits borrowings of up to $40,000,000 in cash, and allows the Company to
have up to $20,000,000 of letters of credit outstanding. The combination of
cash and letters of credit outstanding may not exceed $55,000,000 at any one
time. The amount of the Revolver reduces on April 1, 1995 to $50,000,000.
(7)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
REVENUES
Revenues for the first quarter of 1994 increased 18% to
$51,285,000, from revenues of $43,452,000 in the first quarter of the
prior year. Combined revenues of the Mid-Atlantic, Midwest, and Central
regions grew 37%, offsetting a 7% decline in the Northeast region, which
was particularly hard-hit by winter weather in 1994. The Mid-Atlantic
region includes the Company's service center in Puerto Rico, which had
approximately $7 million of revenue during the first quarter of 1994 from
the clean-up of the oil spill from a barge off the coast of Puerto Rico.
The following table sets forth for the periods indicated the
Company's revenues by region, based upon the locations of its service
centers. The Company also has sales offices, which may become service
centers as business around a sales office develops and the Company adds
staff and equipment to support the increasing level of business. During
the first quarter of 1994, the Company's sales office in St. Louis,
Missouri became a service center, by relocating to larger space and
adding field technicians and personnel to service customers. Also during
the quarter, the Company relocated its sales personnel from its sales
office in Newburgh, New York to other sales locations. The Company now
has 20 service centers and eight sales offices.
<TABLE>
<CAPTION>
Service Center Revenues By Region
For The Five Quarters Ended March 31, 1994
(in thousands; unaudited)
1993 1994
----------------------------------------- ---------
3/31/93 6/30/93 9/30/93 12/31/93 3/31/94
--------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Northeast $18,506 $21,907 $21,628 $22,865 $17,216
Mid-Atlantic 14,047 16,228 17,113 16,506 21,382
Central 5,583 7,409 6,888 6,164 6,413
Midwest 5,316 6,303 6,409 7,242 6,274
--------- --------- --------- --------- ---------
Total $43,452 $51,847 $52,038 $52,777 $51,285
</TABLE>
The severe winter weather adversely impacted operations throughout
the Company's service territory in January and February, causing business
to be postponed or canceled. Although the weather caused a shortfall in
revenue from its base business in January and February, the Company
believes some of the postponed business was realized in March, since
overall business in March was better than planned.
(8)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
COST OF REVENUES
For the three months ended March 31, 1994, the cost of revenues as
a percentage of revenue increased to 70.0% as compared to 65.3% for the
same period of the prior year, reflecting the competitive pricing trends
in the hazardous waste industry. However, the first quarter's cost of
revenues as a percentage of revenue was the same as it was for the
preceding quarter ended December 31, 1993. Despite the bad weather during
January and February, the Company realized a slight gross margin
improvement in its base business from the fourth quarter of 1993. The
gross margin on the revenue from the Puerto Rico oil spill was
substantially below the gross margin on the Company's base business,
since most of the labor involved in the spill cleanup was subcontracted
for the project. The Company managed to utilize resources efficiently and
control costs during the quarter, so that profitability did not suffer.
One of the largest components of cost of revenues is the cost of
sending waste to other companies for disposal. Internal waste disposal
capabilities have expanded as a result of continued modifications and
upgrades at the Company's facilities, and acquisitions of facilities with
waste treatment systems not found at other Company plants. For example,
in February 1993, the Company acquired Spring Grove Resource Recovery,
Inc., the operator of a hazardous waste treatment, storage and disposal
facility in Cincinnati, Ohio ("Spring Grove"), which provides hazardous
wastewater treatment and pretreatment of waste to stabilize it before it
is sent to landfills. The Company continues to benefit from a competitive
pricing environment among disposal vendors, such as landfills and
incinerators, to whom the Company sends waste for ultimate disposal. As a
result, the Company's outside disposal costs decreased to 12.8% of
revenue in the first quarter of 1994 (calculated excluding revenue from
the Puerto Rico oil spill), from 15.7% of revenue in the first quarter of
1993.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the three months
ended March 31, 1994 decreased to 19.3% of revenue as compared to 21.6%
for the three months ended March 31, 1993. This decrease is primarily due
to the cost control efforts begun in the summer of 1993, and the
Company's focus on improving productivity and its ratio of billable to
nonbillable staff. Since July 1993, the Company has reduced its
nonbillable staff by 13%, while increasing its billable staff by 2%. The
Company has managed to reduce its payroll base 6% since July 1, 1993, and
improve its ratio of billable to nonbillable staff. At March 31, 1994,
the Company had 1,459 regular employees; approximately 58% of its
workforce was billable personnel, compared to 54% at July 1, 1993.
Management of the Company has accomplished the goal it set in the summer
of 1993 of driving general and administrative costs to below 20% of
revenue. The Company expects its selling, general and administrative
expenses in the second quarter of 1994 to be under 20% of revenue.
(9)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTEREST EXPENSE
Interest expense for the three month periods ended March 31, 1994
and March 31, 1993 was $1,819,000 and $1,737,000, respectively. No
interest was capitalized during either quarter. Approximately half of the
Company's debt bears interest at floating rates, based either on the
"prime" rate or "Eurodollar Rate," which are expected to fluctuate in the
future. On May 15, 1994, the Company expects to make a scheduled
$7,500,000 prepayment at par on its $30,000,000 senior subordinated
notes, which bear interest at 13.25% (the "Senior Notes"). The Company
expects to make the May 15, 1994 payment using amounts drawn under its
$55,000,000 Revolving Credit Agreement with three banks (the "Revolver").
Amounts drawn under the Revolver will bear interest at The First National
Bank of Boston's "base" rate plus 1%. As of April 22, 1994 the "base"
rate was 6.75%. Therefore, the Company expects some interest savings
after the May 15th prepayment. Further savings may be realized as the
Company uses funds generated from operations to pay down the loans
outstanding under the Revolver. See Financial Condition and Liquidity
below.
INCOME TAXES
The effective income tax rate for the first quarter of 1994 was
46%, as compared to 44% in the first quarter of 1993. The effective rates
are higher than the combined state and federal statutory rates due in
part to the amortization of goodwill for accounting purposes, which is
nondeductible for income tax reporting purposes. The effective rate
fluctuates depending on the amount of goodwill amortization and other
nondeductible amounts as compared to income before taxes. The Company
expects its effective income tax rate for 1994 to be approximately 46%.
RECENT DEVELOPMENTS
The Company's Cincinnati facility holds a federal Part B license,
which was issued in 1985 and expires in 1995, and a state Hazardous Waste
Facility Installation and Operation permit which was renewed in December
1993 for a five-year term. On March 31, 1994, the Ohio EPA approved the
Company's application for a revised, comprehensive state permit, that
expands the range of waste that may be received and treated at the
facility, and allows installation of equipment for handling and
processing material to be sent to industrial furnaces and used as
supplemental fuel.
(10)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's future operating results may be affected by a number
of factors, including the Company's ability to: realize and make
permanent the anticipated cost reduction benefits associated with its
reengineering program initiated in the summer of 1993; utilize its
facilities and workforce profitably, in the face of intense price
competition; successfully increase market share in its existing service
territory while expanding its product offerings into other markets; and
integrate additional hazardous waste management facilities and generate
incremental volumes of waste to be handled through such facilities from
existing sales offices and service centers and others which may be opened
in the future.
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; secular changes in the
process waste 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 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.
The Company participates in a highly volatile industry, with
multiple competitors, many of which recently have taken large write-offs
and asset write-downs and undergone major restructurings, while others
have announced they will undergo such restructurings and incur special
charges in the near future. The Company's participation in a highly
dynamic industry often results in significant volatility of the Company's
common stock price, as well as that of its competitors.
FINANCIAL CONDITION AND LIQUIDITY
The Company has financed its operations and capital expenditures by
cash flow from operations and additions to long-term debt. Cash provided
by operations, before changes in current assets and current liabilities,
was $3,087,000 for the three months ended March 31, 1994 and $3,398,000
for the three months ended March 31, 1993.
During the three months ended March 31, 1994, net reductions in
long-term debt were $2,105,000, and the Company spent $630,000 on
additions to plant and equipment, as compared to the same period of the
prior year when its capital expenditures were $2,179,000 (excluding the
cost to acquire Spring Grove), and net additions to long-term debt were
$2,255,000. The Company anticipates that its capital expenditures for the
remainder of 1994 will be approximately $5,400,000. The Company expects
to finance these requirements through cash flow from operations.
(11)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AND LIQUIDITY (continued)
The Company also continues to investigate the possibility of
acquiring additional hazardous waste treatment, storage and disposal
facilities, which would be financed by a variety of sources.
On February 1, 1994, the Company and its banks amended the Revolver
to modify certain covenants and increase the amount of the Revolver to
$55,000,000. Although the Company's operations are producing cash flow in
excess of the amounts required to finance its operations and capital
expenditures, the Company asked its banks to increase the revolving
credit facility from $50,000,000 to $55,000,000 in anticipation of
drawing funds to make the first $7,500,000 prepayment due May 15, 1994 on
its Senior Notes. The Revolver permits borrowings of up to $40,000,000 in
loans, and allows the Company to have up to $20,000,000 in letters of
credit outstanding. The combination of loans and letters of credit
outstanding may not exceed $55,000,000 at any one time.
At March 31, 1994 the loans outstanding under the Revolver were
$31,004,569, the letters of credit aggregated $8,995,431, and the Company
had available Revolver borrowing capacity of $9,635,185. After the
$7,500,000 Senior Note prepayment on May 15, 1994, the Company will have
limited borrowing capacity, until it reduces the loans outstanding under
the Revolver. The Company believes it will have adequate liquidity for
the balance of 1994, since its operations are expected to produce cash
flow in excess of the amounts required to finance its operations and
capital expenditures.
The Company has the option of prepaying the remaining $22,500,000
principal balance of the Senior Notes in whole or in part at any time, at
par plus a premium of 4.417% if prepaid between May 15, 1994 and May 15,
1995, and thereafter at lower premiums, which decline each year. The
Company may decide to issue long-term debt to prepay the remainder of the
Senior Notes.
The amount of the Revolver reduces to $50,000,000 on April 1, 1995.
No principal is due under the Revolver until it matures on July 1, 1996.
The Company expects to reduce the loans outstanding under the Revolver
over the term of the facility by (i) using funds generated from
operations to pay down the loans or (ii) issuing common stock or other
long-term debt.
(12)
<PAGE>
CLEAN HARBORS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Except as provided below, no reportable events have occurred which
would require modification of the discussion under Item 3-Legal
Proceedings contained in the Company's Report on Form 10-K for the Year
Ended December 31, 1993.
In April 1988, the Braintree Board of Selectmen issued a cease and
desist order with respect to the handling of flammable materials stored
at the Braintree facility. The Board concluded that, when the Company
purchased the land on which the Braintree facility is located, a license
for the storage of flammable liquids was not conveyed as an incident of
ownership. The Company petitioned the Massachusetts Land Court for a
declaratory judgment that either the Company possesses such a license by
operation of law or that the statute requiring the license is pre-empted
by the pervasive state regulation of hazardous waste facilities. In March
1994, the Land Court issued a favorable ruling, concluding that the
statute is pre-empted by state hazardous waste laws and regulations and
no local flammable storage license is required. The Town may appeal the
ruling.
In August 1990, an action was filed in the New York Supreme Court,
Albany County, in connection with the accidental death of an employee of
a Company subsidiary who was working on the Hudson River in September
1989 while responding to an oil spill. The complaint sought $10 million
under the federal Longshoremen's and Harborworkers Compensation Act (the
"Jones Act"). The Company sought to dismiss the Jones Act claims on the
grounds that the employee was not a "seaman" within the meaning of the
Jones Act and that the case was governed by the New York Workers'
Compensation statute. In March 1994, the trial court judge granted the
Company's motion for a summary judgment that the Jones Act does not
apply. The decision may be appealed by the plaintiffs in the case.
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
A) Exhibit 11.1 - Computation of Net Income per Share.
B) Reports on Form 8-K - None
(13)
<PAGE>
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: April 29, 1994 By: /s/ Alan S. McKim
---------------------------------
Alan S. McKim
President and
Chief Executive Officer
Dated: April 29, 1994 By: /s/ James A. Pitts
-------------------------------
James A. Pitts
Senior Vice President and
Chief Financial Officer
Dated: April 29, 1994 By: /s/ Mary-Ellen Drinkwater
---------------------------------
Mary-Ellen Drinkwater
Vice President and Controller
(14)
<PAGE>
Exhibit 11.1
CLEAN HARBORS, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE
FOR THE FIRST QUARTER ENDED MARCH 31, 1994
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1994 1993
-------- --------
<S> <C> <C>
Net income $ 597 $ 835
Less preferred dividends accrued 105 50
-------- --------
Adjusted net income $ 492 $ 785
======== ========
Earning per common and common
equivalent share:
Weighted average number of
shares outstanding 9,428 9,368
Incremental shares for stock options
under treasury stock method 287 813
-------- --------
Weighted average number of
common and common equivalent
shares outstanding 9,715 10,181
======== ========
Net earnings per common and common
equivalent share $ .05 $ .08
======== ========
Earnings per common and common
equivalent share - assuming full
dilution:
Weighted average number of
shares outstanding 9,428 9,368
Incremental shares for stock options
under treasury stock method 287 914
-------- --------
Weighted average number of common
and common equivalent shares
outstanding - assuming full dilution 9,715 10,282
======== ========
Net earnings per common and common
equivalent share - assuming full
dilution $ .05 $ .08
======== ========
</TABLE>
(15)
