CLEAN HARBORS INC
10-Q, 1997-05-14
HAZARDOUS WASTE MANAGEMENT
Previous: PHOENIX LEASING CASH DISTRIBUTION FUND III, 10QSB, 1997-05-14
Next: ATEL CASH DISTRIBUTION FUND II, 10QSB, 1997-05-14



<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, 1997
                          -----------------------

                        Commission File Number 0-16379

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


         Massachusetts                                    04-2997780
     (State of Incorporation)                  (IRS Employer Identification No.)

     1501 Washington Street, Braintree, MA                         02185-0327
     (Address of Principal Executive Offices)                      (Zip Code)

                           (617) 849-1800 ext. 4454
             (Registrant's Telephone Number, Including Area Code)


     Indicate by check mark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Securities
     Exchange Act of 1934 during the preceding 12 months (or for such
     shorter period that the registrant was required to file such reports),
     and (2) has been subject to such filing requirements for the past 90
     days.          Yes  X    No
                       ------    ------

     Indicate the number of shares outstanding of each of the issuer's classes
     of common stock, as of the latest practicable date.

     Common Stock, $.01 par value                            9,920,459
     ----------------------------                   ----------------------------
               (Class)                              (Outstanding at May 6, 1997)


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


<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                        8-11


                            PART II:   OTHER INFORMATION

     Items No. 1 through 6                                                12

     Signatures                                                           13



<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,
                                                     ----------------------
                                                       1997          1996
                                                     --------      --------

<S>                                                  <C>           <C>     
Revenues                                             $ 40,374      $ 45,736

Cost of revenues                                       31,488        34,882

Selling, general and administrative expenses            8,199         9,174

Depreciation and amortization                           2,363         2,527
                                                     --------      --------

Loss from operations                                   (1,676)         (847)

Other income (net)                                        800            --

Interest expense (net)                                  2,259         2,139
                                                     --------      --------

Loss before provision for income taxes                 (3,135)       (2,986)

Benefit from income taxes                              (1,152)       (1,344)
                                                     --------      --------

    Net loss                                         $ (1,983)     $ (1,642)
                                                     ========      ========

Net loss per common share                            $   (.21)     $   (.18)
                                                     ========      ========

Weighted average common
    shares outstanding (000's)                          9,817         9,560
                                                     ========      ========
</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,
                                                       1997         1996
                                                   (Unaudited)
                                                    ---------    ------------
<S>                                                 <C>            <C>     
ASSETS
Current assets:
       Cash and cash equivalents                    $  7,030       $  1,366
       Restricted investments                          1,882          8,190
       Accounts receivable, net of
         allowance for doubtful accounts              38,216         42,746
       Prepaid expenses                                1,681          1,603
       Supplies inventories                            2,851          2,866
       Income tax receivable                           1,697          1,668
       Deferred tax asset                              3,162          3,152
                                                    --------       --------
            Total current assets                      56,519         61,591

Property, plant and equipment:
       Land                                            8,479          8,423
       Buildings and improvements                     39,076         39,585
       Vehicles and equipment                         78,194         78,050
       Furniture and fixtures                          2,218          2,191
       Construction in progress                        2,056          1,819
                                                    --------       --------
                                                     130,023        130,068
Less - Accumulated depreciation
       and amortization                               62,894         61,282
                                                    --------       --------
       Net property, plant and equipment              67,129         68,786
                                                    --------       --------
Other assets:
       Goodwill, net                                  21,298         21,479
       Permits, net                                   12,378         12,605
       Deferred taxes non-current                     10,287          9,208
       Other                                           4,307          4,328
                                                    --------       --------
            Total other assets                        48,270         47,620
                                                    --------       --------
Total assets                                        $171,918       $177,997
                                                    ========       ========
</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,
                                                       1997             1996
                                                   (Unaudited)
                                                    ---------       ------------

<S>                                                 <C>              <C>      
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term
     obligations                                    $   4,247        $   4,370
   Accounts payable                                    16,672           20,069
   Accrued disposal costs                               7,813            7,912
   Other accrued expenses                              14,016           14,609
   Income tax payable                                      --              162
   Deferred tax liability                                 224              224
                                                    ---------        ---------
          Total current liabilities                    42,972           47,346
                                                    ---------        ---------
Long-term obligations, less current maturities         68,993           68,668
Deferred taxes, long-term                               7,380            7,453
Other                                                     946              946
                                                    ---------        ---------
          Total other liabilities                      77,319           77,067
                                                    ---------        ---------
Stockholders' equity:
   Preferred Stock, $.01 par value:
     Series A  Convertible;
       Authorized-2,000,000 shares; Issued and
       outstanding - none                                  --               --
     Series B Convertible;
       Authorized-156,416 shares; Issued and
       outstanding 112,000 shares at March 31,
       1997 and December 31, 1996 (liquidation
       preference of $5.6 million)                          1                1
   Common Stock, $.01 par value
       Authorized - 20,000,000 shares;
       Issued and outstanding - 9,820,865 shares
       at March 31, 1997 and 9,743,153 shares
       at December 31, 1996                                99               98
   Additional paid-in capital                          59,632           59,477
   Unrealized loss on restricted investments,
       net of tax                                         (33)             (15)
   Accumulated deficit                                 (8,072)          (5,977)
                                                    ---------        ---------
          Total stockholders' equity                   51,627           53,584
                                                    ---------        ---------
Total liabilities and stockholders' equity          $ 171,918        $ 177,997
                                                    =========        =========
</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,
                                                             -------------------
                                                               1997       1996
                                                             -------    -------
<S>                                                          <C>        <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                               $(1,983)   $(1,642)
      Adjustments to reconcile net loss to net cash
        provided by operating activities:
            Depreciation and amortization                      2,363      2,527
            Deferred income taxes                             (1,142)    (1,344)
            Allowance for doubtful accounts                      165        133
            Amortization of deferred financing costs             178        154
            Gain on sale of fixed assets                         (82)        (2)
      Changes in assets and liabilities:
            Accounts receivable                                4,365      3,701
            Refundable income taxes                              (29)       (78)
            Prepaid expenses                                     (78)      (135)
            Supplies inventories                                  15        (79)
            Deferred tax asset                                   (10)        --
            Accounts payable                                  (3,397)    (1,158)
            Accrued disposal costs                               (99)      (430)
            Other accrued expenses                              (395)      (987)
            Taxes payable                                       (162)        --
                                                             -------    -------
      Net cash (used) provided by operating activities          (291)       660
                                                             -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Additions to property, plant and equipment                (649)      (756)
      Proceeds from sale and maturities of
            restricted investments                             6,280        689
      Cost of restricted investments acquired                     --       (743)
      Decrease (increase) in other assets                         17        (35)
      Proceeds from sale of fixed assets                         241          2
                                                             -------    -------
      Net cash provided (used) by investing activities         5,889       (843)
                                                             -------    -------
</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,
                                                            -------------------
                                                              1997        1996
                                                            -------     -------
<S>                                                         <C>         <C>    
CASH FLOWS FROM FINANCING ACTIVITIES:
      Issuance of long-term debt                               --         6,667
      Net borrowings (payments) under long-term
        revolver                                                927      (5,758)
      Payments on long-term obligations                        (898)       (652)
      Additions to deferred financing costs                      (7)        (47)
      Proceeds from employee stock purchase plan                 44        --
                                                            -------     -------
      Net cash provided by financing activities                  66         210
                                                            -------     -------
INCREASE IN CASH AND CASH EQUIVALENTS                         5,664          27
      Cash and cash equivalents, beginning of year            1,366         225
                                                            -------     -------
      Cash and cash equivalents, end of period                7,030     $   252
                                                            =======     =======

Supplemental Information:
      Non cash investing and financing activities:
        Stock dividend on preferred stock                   $   112     $   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)

                                   Series B
                                Preferred Stock     Common Stock
                                ---------------    --------------                  Unrealized      
                                Number     $.01    Number    $.01    Additional     Loss on                          Total
                                  of       Par       of      Par      Paid-In      Restricted     Accumulated    Stockholders'
                                Shares    Value    Shares   Value     Capital     Investments       Deficit         Equity
                                ------    -----    ------   -----    ----------   -----------     -----------    -------------

<S>                               <C>      <C>      <C>      <C>      <C>            <C>           <C>            <C>    
Balance at
  December 31, 1996               112      $ 1      9,743    $98      $59,477        $(15)         $(5,977)       $53,584
                                                                                                                 
Preferred stock dividends:                                                                                       
  Series B                         --       --         55      1          111          --             (112)            --
                                                                                                                 
Employee stock purchase                                                                                          
  plan                             --       --         23     --           44          --               --             44
                                                                                                                 
Change in unrealized loss on                                                                                     
  restricted investments,                                                                                        
  net of tax                       --       --         --     --           --         (18)              --            (18)
                                                                                                                 
Net Loss                           --       --         --     --           --          --           (1,983)        (1,983)
                                  ---      ---      -----    ---      -------        ----          -------        -------
Balance at                                                                                                       
  March 31, 1997                  112      $ 1      9,821    $99      $59,632        $(33)         $(8,072)       $51,627
                                  ===      ===      =====    ===      =======        ====          =======        =======
                                                                                                              
</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, 1997 are not necessarily
    indicative of those to be expected for the full fiscal year. Reference is
    made to the audited consolidated financial statements and notes thereto
    included in the Company's Report on Form 10-K for the year ended December
    31, 1996 as filed with the Securities and Exchange Commission. The year end
    condensed balance sheet data was derived from audited financial statements,
    but does not include all disclosures required by generally accepted
    accounting principles.

    NOTE 2       SIGNIFICANT ACCOUNTING POLICIES

          NET LOSS PER COMMON SHARE

          Net loss per common share is based on net loss less preferred stock
    dividend requirements divided by the weighted average number of common
    shares outstanding during each of the respective periods. Fully diluted net
    loss per common share has not been presented as the amount would not differ
    significantly from that presented.

          The Financial Accounting Standards Board issued Statement No. 128
    ("SFAS 128"), "Earnings per Share", which requires the presentation of
    basic and diluted earning per share ("EPS"). Basic EPS excludes dilution
    and is computed by dividing income available to common stockholders by the
    weighted-average number of common shares outstanding for the period.
    Diluted EPS is computed similarly to fully diluted EPS under the existing
    rules. The Company will adopt SFAS 128 as of December 31, 1997 and upon
    adoption, will restate all prior period EPS data presented. The Company has
    not yet determined the impact of adopting SFAS 128.

    NOTE 3       OTHER INCOME

          During the first quarter of 1997, the Company recorded a $950,000
    receivable in connection with the settlement of a lawsuit and incurred
    approximately $150,000 in costs related to the litigation during the first
    quarter. The Company recognized a pre-tax gain, net of related legal fees,
    of $800,000 resulting from the settlement, which is included in other
    income, (net), in the consolidated statements of income. The $950,000 was
    received in April, 1997.




                                      (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 1997 were $40,374,000, down 12%
      as compared to revenues of $45,736,000 for the first quarter of the prior
      year. The revenue decline was primarily the result of an absence of event
      revenue from the field service business, and continued industry-wide 
      pricing pressures.

             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.

      RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                   Percentage Of Total Revenues
                                                   ----------------------------
                                                       Three months ended
                                                             March 31,
                                                   ----------------------------
                                                    1997                  1996
                                                   ------                ------
       <S>                                         <C>                   <C>   
       Revenues                                     100.0%                100.0%
       Cost of revenues:                                                
             Disposal costs paid to third parties    12.7                  13.2
             Other costs                             65.3                  63.1
                                                   ------                ------
             Total cost of revenues                  78.0                  76.3
       Selling, general and administrative                              
             expenses                                20.3                  20.1
       Depreciation and amortization                                    
             of intangible assets                     5.8                   5.5
       Loss from operations                          (4.1)                 (1.9)
                                                                        
       OTHER DATA:                                                      
       Earnings Before Interest, Taxes,                                 
         Depreciation and Amortization                                  
         (EBITDA) (in thousands)                   $1,487                $1,680
                                                                      
</TABLE>





                                         (8)


<PAGE>   11




                     CLEAN HARBORS, INC. AND SUBSIDIARIES

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

    COST OF REVENUES

          Cost of revenues decreased $3,394,000 from the quarter ended March 
    31, 1996 to the quarter ended March 31, 1997, although as a percent of
    revenue, costs increased to 78.0% as compared to 76.3% for the three months
    ended March 31, 1996. 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 12.7% of revenue in the first three
    months of 1997 as compared to 13.2% of revenue in the first three months of
    1996. The Company has been able to upgrade the quality and efficiency of its
    waste treatment services through upgrades at its facilities. As a result of
    these efforts, the Company has been able to increase the amount of waste
    processed internally and reduce its dependency on outside disposal vendors.
    Other costs increased to 65.3% of revenue for the three months ended
    March 31, 1997, as compared to 63.1% for the same period of the prior year.
    Although the Company continues to reduce its dependency on outside disposal
    vendors to which the Company sends waste for ultimate disposal, the
    increasingly competitive nature of pricing in the hazardous waste industry
    and the industry-wide reduction in the volume of waste materials continue to
    reduce the margins on waste materials handled at the Company's facilities.

          The Company is continuing to implement cost savings plans to reduce
    operating costs. In 1996, the Company implemented its CleanEXPRESS(TM)
    system which the Company anticipates will result in increased efficiencies
    relative to the transfer of waste materials through the Company's network of
    waste management facilities to its expanded and upgraded Chicago facility.
    The Company anticipates this will lower the costs associated with the
    collection network of the transportation, treatment and disposal of
    routinely created hazardous waste.

          The Company believes that its ability to manage operating costs is an
    important factor in its ability to remain price competitive. During the
    first quarter of 1997, the Company continued its process of consolidating
    common functions to reduce redundant costs and improve the Company's ability
    to deliver its services. No assurance can be given that the Company's
    efforts to manage future operating expenses will be successful.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

          Selling, general and administrative expenses declined to $8,199,000
    during the three months ended March 31, 1997 from $9,174,000 for the three
    months ended March 31, 1996. The 11% decrease from 1996 to 1997 is the
    result of continued cost cutting measures by the Company.

    INTEREST EXPENSE (NET)

          Interest expense increased to $2,259,000 during the first quarter of
    1997 as compared to $2,139,000 for the three months ended March 31, 1996.
    The increase in interest expense is due to a decrease of interest income
    associated with a reduction in the average balance of restricted cash. In
    addition, there was an increase in deferred financing costs in connection
    with the placement of the economic development bond in September, 1996
    which resulted in additional amortization of deferred financing fees.
        


                                      (9)


<PAGE>   12



                     CLEAN HARBORS, INC. AND SUBSIDIARIES

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

    BENEFIT FROM INCOME TAXES

          The effective income tax rate for the three months ended March 31,
    1997 was 36.7% as compared to 45.0% for the comparable period of 1996. The
    rate can fluctuate significantly depending on the amount of income before
    taxes, as compared to the fixed amount of goodwill amortization and other
    non-deductible items. Realization of the deferred tax assets, which
    primarily includes approximately $6 million of Net Operating Losses Carry
    Forwards, is dependent on generating sufficient taxable income to offset
    the assets in the foreseeable future. Although realization is not assured,
    management believes it is more likely than not that a majority of the
    deferred tax assets will be realized. The amount of the deferred tax asset
    considered realizable, however, could be reduced in the near term if
    estimates of future taxable income are reduced.
        
          During the ordinary course of its business, the Company is audited by
    federal and state tax authorities which may result in proposed assessments.
    The Company has received a Notice of Intent to assess state income taxes
    from one of the states in which it operates. The Company believes that it
    has properly reported its state income and intends to contest the assessment
    vigorously. The Company believes that no current audits or assessments will
    result in charges which would be material to the results of operations.

    FACTORS THAT MAY AFFECT FUTURE RESULTS

          From time to time, the Company and employees acting on behalf of the
    Company make forward-looking statements concerning the expected revenues,
    results of operations, capital expenditures, capital structure, plans and
    objectives of management for future operations, and future economic
    performance. This report contains forward-looking statements. There are many
    factors which could cause actual results to differ materially from those
    projected in a forward-looking statement, and there can be no assurance that
    such expectations will be realized.

          The Company's future operating results may be affected by a number of
    factors, including the Company's ability to: integrate successfully the
    CleanEXPRESS(TM) program; continue to implement the treatment and disposal
    reengineering program; utilize its facilities and workforce profitably, in
    the face of intense price competition; successfully increase market share in
    its existing service territory 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 Company's operations may be affected by the commencement and
    completion of major site remediation projects; seasonal fluctuations due to
    weather and budgetary cycles influencing the timing of customers' spending
    for remedial activities; the timing of regulatory decisions relating to
    hazardous waste management projects; changes in the manufacturing sector
    towards waste minimization and delays in the remedial market; suspension of
    governmental permits; and fines and penalties for noncompliance with the
    myriad of regulations governing the Company's diverse operations. As a
    result of these factors, the Company's revenue and income could vary
    significantly from quarter to quarter, and past financial performance should
    not be considered a reliable indicator of future performance.



                                     (10)


<PAGE>   13
'


                     CLEAN HARBORS, INC. AND SUBSIDIARIES

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

    FINANCIAL CONDITION AND LIQUIDITY

          During the three months ended March 31, 1997, the Company spent
    $649,000 on additions to plant and equipment and construction in progress,
    as compared to its capital expenditures of $756,000 during the same period
    of the prior year. During the three months ended March 31, 1997, net
    additions to long-term debt were $29,000, as compared to net additions to
    long-term debt of $257,000 during the same period of the previous year.
    During the first quarter of 1997, the Company recorded a $950,000 receivable
    in connection with the settlement of a lawsuit and incurred approximately
    $150,000 in costs related to the litigation. The $950,000 was received in 
    April, 1997

          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, 1997 dividend in common
    stock. Accordingly, the Company issued 70,888 shares of common stock to the
    holders of the preferred stock for the period ended March 31, 1997. The
    Company anticipates that the preferred stock dividends payable through 1997
    will be paid in common stock.

          The Company believes it has adequate liquidity for its ongoing
    operations and planned capital needs. It is expected that capital
    expenditures in 1997 will be approximately $3,000,000.

    OTHER

          Effective December 31, 1997, the Company will adopt Statement of
    Financial Accounting Standards No. 128 (SFAS 128) "Earnings per Share",
    which will require the disclosure of Basic Earnings per Common Share and
    Diluted Basic Earnings per Common Share for all periods presented. Early
    application of SFAS 128 is not allowed. The Company has not yet determined
    the impact of adopting SFAS 128.
        









                                     (11)


<PAGE>   14



                     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, 1996.

    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





                                     (12)


<PAGE>   15





                        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 12, 1997                       By: /s/ Alan S. McKim
                                               ---------------------------------
                                               Alan S. McKim
                                               President and
                                               Chief Executive Officer





    Dated:  May 12, 1997                       By: /s/ Alan S. McKim
                                               ---------------------------------
                                               Donald N. Leef
                                               Vice President, Treasurer and
                                               Chief Financial Officer







                                        (13)



<PAGE>   1



                                                               Exhibit 11

                     CLEAN HARBORS, INC. AND SUBSIDIARIES

<TABLE>
                      COMPUTATION OF NET INCOME PER SHARE
          FOR THE THIRD QUARTER ENDED MARCH 31, 1997 & MARCH 31, 1996
                                (in thousands)
<CAPTION>

                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                       ----------------------
                                                         1997           1996
                                                       -------        -------
<S>                                                    <C>            <C>     
Net loss                                               $(1,983)       $(1,642)
   Less preferred dividends accrued                        112            112
                                                       -------        -------
Adjusted net loss                                       (2,095)        (1,754)
                                                       =======        =======
Loss per common and common equivalent share:                        
                                                                    
   Weighted average number of                                       
      shares outstanding                                 9,817          9,560
                                                                    
   Incremental shares for stock options                             
      under treasury stock method                           --             --
                                                       -------        -------
   Weighted average number of common and                            
      common equivalent shares outstanding               9,817          9,560
                                                       =======        =======
   Net loss per common and common equivalent share     $  (.21)       $  (.18)
                                                       =======        =======
                                                                    
Loss per common and common equivalent                               
   share - assuming full dilution:                                  
                                                                    
   Weighted average number of                                       
      shares outstanding                                 9,817          9,560
                                                                    
   Incremental shares for stock options                             
      under treasury stock method                           --             --
                                                       -------        -------
   Weighted average number of common                                
      and common equivalent shares                                  
      outstanding - assuming full dilution               9,817          9,560
                                                       =======        =======
   Net loss per common and common equivalent                        
      share - assuming full dilution                   $  (.21)       $  (.18)
                                                       =======        =======
                                                                
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           7,030
<SECURITIES>                                     1,882
<RECEIVABLES>                                   39,325
<ALLOWANCES>                                   (1,109)
<INVENTORY>                                      2,851
<CURRENT-ASSETS>                                56,519
<PP&E>                                         130,023
<DEPRECIATION>                                  62,894
<TOTAL-ASSETS>                                 171,918
<CURRENT-LIABILITIES>                           42,972
<BONDS>                                         68,993
                                0
                                          1
<COMMON>                                            99
<OTHER-SE>                                      51,527
<TOTAL-LIABILITY-AND-EQUITY>                   171,918
<SALES>                                         40,374
<TOTAL-REVENUES>                                40,374
<CGS>                                           31,488
<TOTAL-COSTS>                                   31,488
<OTHER-EXPENSES>                                 (800)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             (2,259)
<INCOME-PRETAX>                                (3,135)
<INCOME-TAX>                                   (1,152)
<INCOME-CONTINUING>                            (1,983)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,983)
<EPS-PRIMARY>                                    (.21)
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission