CLEAN HARBORS INC
10-Q, 1996-05-13
REFUSE SYSTEMS
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<PAGE>   1
================================================================================
                       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, 1996
                             -----------------------

                         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
     (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                        9,630,370
     ---------------------------------     --------------------------------
                 (Class)                      (Outstanding at May 7, 1996)

================================================================================

<PAGE>   2

                      CLEAN HARBORS, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                          PART I: FINANCIAL INFORMATION

     ITEM 1:   FINANCIAL STATEMENTS                               Pages
                                                                  -----
   
     Consolidated Statements of Income                            1

     Consolidated Balance Sheets                                  2-3

     Consolidated Statements of Cash Flows                        4-5

     Consolidated Statement of Stockholders' Equity               6

     Notes to Consolidated Financial Statements                   7

     ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                8-13

                            PART II:   OTHER INFORMATION

     Items No. 1 through 6                                        14

     Signatures                                                   15


<PAGE>   3


                      CLEAN HARBORS, INC. AND SUBSIDIARIES

<TABLE>
                        CONSOLIDATED STATEMENTS OF INCOME
                                    UNAUDITED
              (in thousands except for earnings per share amounts)

<CAPTION>
                                               THREE MONTHS ENDED
                                                      MARCH 31,
                                               ------------------
                                                 1996       1995
                                                -------   -------
    <S>                                         <C>       <C>
    Revenues                                    $45,736   $47,150

    Cost of revenues                             34,882    34,852

    Selling, general and
      administrative expenses                     9,174     9,010

    Depreciation and amortization                 2,527     2,473
                                                -------   -------
    Income (loss) from operations                  (847)      815

    Interest expense, net                         2,139     1,972
                                                -------   -------
    Loss before benefit from income taxes        (2,986)   (1,157)

    Benefit from income taxes                    (1,344)     (567)
                                                -------   -------
   
    Net loss                                    $(1,642)  $  (590)
                                                =======   =======

    Net loss per common and                     $  (.18)  $  (.07)
     common equivalent share                    =======   =======

    Weighted average common and
     common equivalent shares
      outstanding                                 9,560     9,445
                                                =======   =======

</TABLE>


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

                                       (1)


<PAGE>   4


                      CLEAN HARBORS, INC. AND SUBSIDIARIES

<TABLE>
                          CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<CAPTION>
                                              MARCH 31,      DECEMBER 31,
                                                1996             1995
                                            (Unaudited)
                                            -----------      ------------
  <S>                                       <C>                <C> 
  ASSETS
  Current assets:
        Cash                                $    252           $    225
        Restricted investments                 1,752              2,460
        Accounts receivable, net of
          allowance for doubtful accounts     44,583             48,417
        Prepaid expenses                       2,174              2,039
        Supplies inventories                   3,049              2,970
        Income tax receivable                    800                722
        Deferred tax asset                     3,759              2,415
                                            --------           --------
             Total current assets             56,369             59,248

  Property, plant and equipment:
        Land                                   8,380              8,364
        Buildings and improvements            39,895             39,770
        Vehicles and equipment                77,751             77,384
        Furniture and fixtures                 2,155              2,155
        Construction in progress               1,551              1,317
                                            --------           --------
                                             129,732            128,990
  Less - Accumulated depreciation
          and amortization                    56,361             54,256
                                            --------           --------
        Net property, plant and equipment     73,371             74,734
                                            --------           --------
  Other assets:
        Restricted investments                 5,950              5,207
        Goodwill, net                         22,023             22,202
        Permits, net                          13,264             13,489
        Other                                  3,475              3,436
                                            --------           --------
             Total other assets               44,712             44,334
                                            --------           --------
  Total assets                              $174,452           $178,316
                                            ========           ========
</TABLE>


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

                                       (2)


<PAGE>   5


                      CLEAN HARBORS, INC. AND SUBSIDIARIES

<TABLE>
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<CAPTION>

                                                         MARCH 31,      DECEMBER 31,
                                                           1996             1995
                                                       (Unaudited)
                                                       -----------      ------------
  <S>                                                   <C>                <C> 
   LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
      Current maturities of long-term
        obligations                                     $  4,599           $  3,605
      Accounts payable                                    17,456             18,614
      Accrued disposal costs                               7,016              7,446
      Other accrued expenses                              16,899             17,886
                                                        --------           --------
             Total current liabilities                    45,970             47,551
                                                        --------           --------
    Long-term obligations, less
      current maturities                                  69,761             70,391

   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, 
          1996 and December 31, 1995 (liquidation
          preference of $5.6 million)                          1                  1
      Common Stock, $.01 par value 
          Authorized - 20,000,000 shares; 
          Issued and outstanding - 9,567,547 shares 
          at March 31, 1996 and 9,524,676 shares
          at December 31, 1995                                96                 96
      Additional paid-in capital                          58,983             58,871
      Unrealized loss on restricted investments,
          net of tax                                         (18)                (7)
      Retained earnings (accumulated deficit)               (341)             1,413
                                                        --------           --------
       Total stockholders' equity                         58,721             60,374
                                                        --------           --------
   Total liabilities and stockholders' equity           $174,452           $178,316
                                                        ========           ========
</TABLE>



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

                                       (3)


<PAGE>   6


                      CLEAN HARBORS, INC. AND SUBSIDIARIES
<TABLE>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   UNAUDITED
                                 (in thousands)

<CAPTION>
                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                             ------------------
                                                              1996        1995
                                                             ------      ------
    <S>                                                      <C>         <C>
    CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                            $(1,642)    $ (590)
         Adjustments to reconcile net loss to net cash
           provided by operating activities:
               Depreciation and amortization                   2,527      2,473
               Deferred income taxes                          (1,344)       ---
               Allowance for doubtful accounts                   133       (189)
               Amortization of deferred financing costs          154         86
               Gain on sale of fixed assets                       (2)        (5)
         Changes in assets and liabilities:
               Accounts receivable                             3,701      3,375
               Refundable income taxes                           (78)      (770)
               Prepaid expenses                                 (135)      (288)
               Supplies inventories                              (79)        52
               Accounts payable                               (1,158)    (1,362)
               Accrued disposal costs                           (430)      (604)
               Other accrued expenses                           (987)       374
                                                             -------     ------
         Net cash provided by operating activities               660      2,552
                                                             -------     ------
    CASH FLOWS FROM INVESTING ACTIVITIES:
         Additions to property, plant and equipment             (756)    (1,938)
         Increase in permits                                     ---        (26)
         Proceeds from sale and maturities of restricted
               investments                                       689         10
         Cost of restricted investments acquired                (743)      (323)
         Increase in other assets                                (35)    (1,752)
         Proceeds from sale of fixed assets                        2          5
                                                             -------     ------
          Net cash used in investing activities                 (843)    (4,024)
                                                             -------     ------

</TABLE>



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

                                       (4)


<PAGE>   7

                      CLEAN HARBORS, INC. AND SUBSIDIARIES
<TABLE>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                    UNAUDITED
                                 (in thousands)

<CAPTION>

                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                             ------------------
                                                              1996        1995
                                                             ------      ------
    <S>                                                      <C>         <C>

    CASH FLOWS FROM FINANCING ACTIVITIES:                         
         Preferred stock dividend distribution                   ---       (112)       
         Issuance of long-term debt                            6,667        ---
         Net borrowings (payments) under long-term
            revolver                                          (5,758)     1,463
         Payments on long-term obligations                      (652)      (196)  
         Additions to deferred financing costs                   (47)      (218)
                                                             -------     ------
         Net cash provided by financing activities               210        937
                                                             -------     ------
    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              27       (535)
         Cash and equivalents, beginning of year                 225      1,000
                                                             -------     ------
         Cash and equivalents, end of period                 $   252     $  465         
                                                             =======     ======
    Supplemental Information:
         Non cash investing and financing activities:
           Stock dividend on preferred stock                 $   112        ---

</TABLE>


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

                                       (5)


<PAGE>   8


                                     CLEAN HARBORS, INC. AND SUBSIDIARIES
<TABLE>

                                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                  UNAUDITED
                                                (in thousands)

<CAPTION>

                                  Series B
                              Preferred Stock   Common Stock
                              ---------------  --------------
                                                                                              Retained
                               Number  $0.01   Number  $0.01   Additional  Unrealized Loss    Earnings        Total
                                 of     Par      of     Par     Paid-In       on Restric    (accumulated   Stockholders'
                               Shares  Value   Shares  Value    Capital       Investments      deficit)       Equity
                               ------  -----   ------  -----    -------       -----------   ------------   -------------  
   <S>                            <C>    <C>    <C>      <C>    <C>              <C>           <C>            <C>     
   Balance at
     December 31, 1995            112    $ 1    9,525    $96    $58,871          $ (7)         $ 1,413        $60,374

   Preferred stock dividends:
     Series B                     ---    ---       43     --        112           ---             (112)           ---

   Change in unrealized loss on
     restricted investments,
     net on tax                   ---    ---       --     --         --           (11)              --            (11)

   Net Loss                       ---    ---      ---     --        ---           ---           (1,642)        (1,642)
                                  ---    ---    -----    ---    -------          ----          -------        ------- 

   Balance at
     March 31, 1996               112    $ 1    9,568    $96    $58,983         $(18)            $(341)       $58,721
                                  ===    ===    =====    ===    =======         ====             =====        =======


</TABLE>

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

                                       (6)


<PAGE>   9

                      CLEAN HARBORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION

     The consolidated interim financial statements included herein have been
prepared by the Company, pursuant to the rules and regulations of the Securities
and Exchange Commission, and include, in the opinion of management, all
adjustments (consisting of only normal recurring accruals) necessary for the
fair presentation of interim period results. The operating results for the three
months ended March 31, 1996 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, 1995 as filed with the Securities and
Exchange Commission. The year end condensed balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

     NET 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.
Common share equivalents included in the computation represent shares issuable
upon assumed exercise of stock options which would have a dilutive effect in
periods where there are earnings.

                                       (7)


<PAGE>   10

                      CLEAN HARBORS, INC. AND SUBSIDIARIES

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

REVENUES

     Revenues for the first quarter of 1996 were $45,736,000, down 3% as
compared to revenues of $47,150,000 for the first quarter of the prior year. The
revenue decline was due to a variety of secular trends impacting both price and
volume: competitive industry pricing; continuing efforts by generators of
hazardous waste to reduce the amount of hazardous waste they produce; and
shipment by generators of waste direct to the ultimate treatment or disposal
location. The Company has responded to these industry trends in several ways,
primarily by modernizing the Company's facilities to offer more technologically
advanced waste treatment alternatives, such as the Kimball incinerator in
Nebraska and the Clean Extraction System in Baltimore.

     During the first quarter of 1996, the unusually harsh winter weather
throughout the entire Northeast and Mid-Atlantic regions significantly affected
revenues as many of the Company's client industries postponed field service
work. The inclement weather also disrupted waste pick-ups from customers thereby
causing a drop in volumes being processed at the waste management facilities.

                                       (8)


<PAGE>   11




                     CLEAN HARBORS, INC. AND SUBSIDIARIES
<TABLE>

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

     At March 31, 1996, the Company had service centers and sales offices
located in 24 states and Puerto Rico, and operated 12 waste management
facilities. The following table sets forth, for the periods indicated, the
Company's revenues by region, based upon the locations of its service centers as
of March 31, 1996.

<CAPTION>

                        Service Center Revenues By Region
                   For The Five Quarters Ended March 31, 1996
                            (in thousands; unaudited)

                  --------------------1995-------------------          --1996--
                  3/31/95    6/30/95     9/30/95     12/31/95           3/31/96
                  -------    -------     -------     --------           -------
<S>               <C>        <C>         <C>          <C>               <C>
Northeast         $19,693    $21,449     $20,275      $21,362           $17,617

Mid-Atlantic       15,367     16,817      17,317       16,817            13,052

Central             7,138      9,450       9,388        8,936             8,920

Midwest             4,952      7,183       7,418        5,688             6,147
                  -------    -------     -------      -------           -------
Total             $47,150    $54,899     $54,398      $52,803           $45,736


</TABLE>

     The Company has expanded its sales force in the Southern, Gulf Coast and
West Coast regions. In addition, the first quarter of 1996 reflects new
capabilities in the Midwest region with the expanded Chicago waste treatment 
facility and the Kimball incinerator in Nebraska.

                                      (9)


<PAGE>   12

                      CLEAN HARBORS, INC. AND SUBSIDIARIES
<TABLE>

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

RESULTS OF OPERATIONS

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

<CAPTION>

                                          Percentage Of Total Revenues
                                        ------------------------------------
                                               Three months ended
                                                     March 31,
                                               ------------------
                                                 1996      1995
                                                 ----      ----
                                               <C>       <C>
Revenues                                        100.0%    100.0%
Cost of revenues:
  Disposal costs paid to third parties           13.2      16.6
  Other costs                                    63.1      57.3
                                                -----     -----
  Total cost of revenues                         76.3      73.9
Selling, general and administrative
  expenses                                       20.1      19.1
Depreciation and amortization
  of intangible assets                            5.5       5.2
Income (loss) from operations                    (1.9)      1.7

Other Data:
- ----------
Earnings Before Interest, Taxes,
  Depreciation and Amortization
  (EBITDA) (in thousands)                      $1,680    $3,288
</TABLE>

COST OF REVENUES

     One of the largest components of cost of revenues is the cost of sending
waste to other companies for disposal. The Company's outside disposal costs
decreased to 13.2% of revenue in the first three months of 1996 from 16.6% of
revenue in the first three months of 1995. The reduction in outside disposal
cost is a result of the acquisition of the Kimball incinerator, which reduced
the Company's reliance on third-party disposal outlets. The corresponding
increase in other costs resulted from the additional operating costs of the
Kimball incinerator and the expansion of the Chicago facility.

                                      (10)


<PAGE>   13

                      CLEAN HARBORS, INC. AND SUBSIDIARIES

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

     The Company is continuing to implement cost savings plans to reduce
operating costs as a percentage of revenue during 1996. Through reengineering, a
two-year long effort which began in January 1994, the Company has significantly
reduced its cost structure while improving its service quality and
competitiveness in the marketplace. These savings will be achieved through
introducing new computer systems to strengthen the Company's business processes,
exiting non-core businesses, and reducing both the number of offices and the
amount of rented space. The Company believes that cost reductions will enable
the Company to return to profitability in 1996.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     During 1995, the Company established a sales presence in Alabama,
California, Colorado, and Florida and spent considerable sums of money on
building marketing campaigns for the Kimball incinerator and the expanded
Chicago waste treatment facility. As a result of the Company's strategy to
expand geographically, by adding sales offices and service centers in the
southern and western parts of the United States, and to add product lines, such
as the Kimball incinerator, its sales expenses have increased. Although there
continues to be increased costs associated with the expansion efforts, the
Company has implemented cost savings programs which have to some extent offset
these growth related expenditures. The Company does not anticipate any
significant increases during 1996 in selling, general and administrative 
expenses.

INTEREST EXPENSE

     Interest expense increased to $2,139,000 during the first three months of
1996 from the previous years' interest expense of $1,972,000. This increase
resulted from an increase in total long-term borrowings as a result of the 
costs of the acquisition of the Kimball incinerator and the expansion of the 
Chicago facility.

INCOME TAXES

     The effective income tax rate for the three months ended March 31, 1996 was
45% as compared to 49% for the comparable period of 1995. The Company expects
its effective income tax rate for the year 1996 to be approximately 47%. The
rate fluctuates depending on the amount of income before taxes, as compared to
the fixed amount of goodwill amortization and other non-deductible items.

                                      (11)


<PAGE>   14



                      CLEAN HARBORS, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND 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: continue to implement the treatment
and disposal reengineering program; utilize its facilities and workforce
profitably, in the face of intense price competition; successfully increase
market share in its existing service territory while expanding its product
offerings into other markets; integrate additional hazardous waste management
facilities, such as the Kimball incinerator and the expanded Chicago facility;
realize benefits from cost reduction programs; and generate incremental volumes
of waste to be handled through such facilities from existing sales offices and
service centers and others which may be opened in the future.

     The future operating results of the Kimball incinerator may be affected by
factors such as its ability to: obtain sufficient volumes of waste at prices
which produce revenue sufficient to offset the operating costs of the facility;
minimize downtime and disruptions of operations; and compete successfully
against other incinerators which have an established share of the incineration
market.

     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
of regulations governing the Company's diverse operations. As a result of these
factors, the Company's revenue and income could vary significantly from quarter
to quarter, and past financial performance should not be considered a reliable
indicator of future performance.

FINANCIAL CONDITION AND LIQUIDITY

     The Company has financed its operations and capital expenditures primarily
by cash flow from operations and additions to long-term debt. During the three
months ended March 31, 1996, the Company spent $756,000 on additions to plant
and equipment and construction in progress, as compared to its capital
expenditures of $1,938,000 during the same period of the prior year, during
which the Company also spent $1,755,000 on the acquisition of the Kimball
incinerator. During the three months ended March 31, 1996, net additions to
long-term debt were $364,000, as compared to net additions in long-term debt of
$1,135,000 during the same period of the previous year.

                                      (12)


<PAGE>   15

                      CLEAN HARBORS, INC. AND SUBSIDIARIES

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

     At December 31, 1995, the Company had a $45,000,000 revolving credit and
term loan agreement (the "Loan Agreement") with a financial institution. The
Loan Agreement originally provided for a $35,000,000 revolving credit portion
(the "Revolver") and a $10,000,000 term promissory note (the "Term Note"). On
March 20, 1996, the Loan Agreement was amended to increase the Term Loan from
its amortized balance of $8,333,000 to $15,000,000 and decrease the revolving
portion to $30,000,000. This amendment allows the Company greater availability
under the Loan Agreement. The new Term Note is payable in 60 monthly
installments, commencing April 1, 1996. Monthly principal payments are $250,000.
The Revolver allows the Company to borrow up to $30,000,000 in cash and letters
of credit. Letters of credit may not exceed $20,000,000 at any one time. The
Revolver has a three-year term with an option to renew annually.

     The Loan Agreement terms include a borrowing limit, which fluctuates
depending on the level of accounts receivable which collatoralize the Loan
Agreement. The borrowing availability within each month will fluctuate
significantly depending on the level of business activity, when during the month
the bills are sent, the resulting amount of accounts receivable, and the usage
of letters of credit. The Loan Agreement terms allow the Company to make
regularly scheduled payments of principal and interest on its other indebtedness
for borrowed money (including leases), to pay dividends in cash on its preferred
stock, to prepay such debt or redeem such preferred stock, and to make
acquisitions of other companies, provided that on each of the sixty consecutive
days prior thereto, and after giving effect thereto, the Company shall maintain
borrowing availability in excess of $4,500,000. In anticipation of making the
semiannual interest payment due in May, 1996 on its $50,000,000, 12.50% Senior
Notes, the Company requested that its lender waive compliance with the Loan
Agreement covenant requiring $4,500,000 of excess availability, which was
granted in March, 1996.

     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 April 15, 1996 dividend in common stock. The market
value of the common stock as of the April, 1996 record date of such dividend was
$2.9375. Accordingly, the Company issued 38,130 shares of common stock to the
holders of the preferred stock. The Company anticipates that the preferred stock
dividends payable through 1996 will be paid in common stock.

     Although the Company's liquidity will be constrained after making the May,
1996 interest payment, the Company believes it has adequate liquidity for its
ongoing operations and planned capital needs. The Company operations along with
the provisions of the amended Loan Agreement are expected to produce cash flow
in excess of the amounts required to finance its operations and its capital
expenditures during 1996. In addition, the Company expects to realize net cash
savings of approximately $3,300,000, primarily from the tax savings and the sale
of certain office and maintenance facilities. It is expected that capital
expenditures in 1996 will be approximately $6,000,000.

                                      (13)


<PAGE>   16

                      CLEAN HARBORS, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS
- --------------------------

     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, 1995.

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 - Computation of Net Income per Share.

   Exhibit 27 - Financial Data Schedule.

B) Reports on Form 8-K - None

   

                                      (14)


<PAGE>   17

                      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 13, 1996           By: /s/ Alan S. McKim
                               -------------------------------
                               Alan S. McKim
                               President and
                               Chief Executive Officer




Dated:  May 13, 1996           By:  /s/ Stephen H. Moynihan
                               -------------------------------
                               Stephen H. Moynihan
                               Vice President and Treasurer
                               (principal financial and
                               accounting officer)




                                      (15)


<PAGE>   18

                      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 13, 1996           By: 
                               -------------------------------
                               Alan S. McKim
                               President and
                               Chief Executive Officer




Dated:  May 13, 1996           By:  
                               -------------------------------
                               Stephen H. Moynihan
                               Vice President and Treasurer
                               (principal financial and
                               accounting officer)





                                      (15)



<PAGE>   1

                                                          EXHIBIT 11
<TABLE>

                      CLEAN HARBORS, INC. AND SUBSIDIARIES
                       COMPUTATION OF NET INCOME PER SHARE
             FOR THE QUARTERS ENDED MARCH 31, 1996 & MARCH 31, 1995
                                 (IN THOUSANDS)

<CAPTION>


                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                             ------------------
                                                              1996        1995
                                                             ------      ------
    <S>                                                      <C>         <C>
    Net loss                                                 $(1,642)    $ (590)
       Less preferred dividends accrued                          112        111
                                                             -------     ------
    Adjusted net loss                                         (1,754)    $ (701)
                                                             =======     ======
    Loss per common and common 
       equivalent share:

       Weighted average number of
         shares outstanding                                    9,560      9,431

       Incremental shares for stock options
         under treasury stock method                             ---         14
                                                             -------     ------
        Weighted average number of common and
         common equivalent shares outstanding                  9,560      9,445
                                                             =======     ======
       Net loss per common and common equivalent share       $  (.18)    $ (.07)
                                                             =======     ======

    Loss per common and common equivalent 
       share - assuming full dilution:

       Weighted average number of
         shares outstanding                                    9,560      9,431

       Incremental shares for stock options
         under treasury stock method                             ---         14
                                                             -------     ------
       Weighted average number of common
         and common equivalent shares
         outstanding - assuming full dilution                  9,560      9,445
                                                             =======     ======
       Net loss per common and common equivalent
         share - assuming full dilution                      $  (.18)    $ (.07)
                                                             =======     ======


</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             252
<SECURITIES>                                     1,752
<RECEIVABLES>                                   45,628
<ALLOWANCES>                                   (1,045)
<INVENTORY>                                      3,049
<CURRENT-ASSETS>                                56,369
<PP&E>                                         129,732
<DEPRECIATION>                                  56,361
<TOTAL-ASSETS>                                 174,452
<CURRENT-LIABILITIES>                           45,970
<BONDS>                                         69,761
<COMMON>                                            96
                                0
                                          1
<OTHER-SE>                                      58,624
<TOTAL-LIABILITY-AND-EQUITY>                   174,452       
<SALES>                                         45,736
<TOTAL-REVENUES>                                45,736
<CGS>                                           34,882
<TOTAL-COSTS>                                   34,882
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             (2,139)
<INCOME-PRETAX>                                (2,986)
<INCOME-TAX>                                   (1,344)
<INCOME-CONTINUING>                            (1,642)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,642)
<EPS-PRIMARY>                                    (.18)
<EPS-DILUTED>                                        0
        

</TABLE>


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