SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
FORM 10-K
Annual Report Under Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the Fiscal Year Ended December 31, 1995
Commission File No. 0-17536
SEVENSON ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 16-1091535
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2749 Lockport Road
PO Box 396
Niagara Falls, NY 14302
(Address of principal executive offices)
(Zip Code)
(716) 284-0431
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock.
(Title of Class)
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
Cover Page 1 of 2 Pages
<PAGE>
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements or incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 15, 1996, 1,628,975 shares of Common Stock were
outstanding, and the aggregate market value (based on the closing
bid price quoted on the NASDAQ on March 15, 1996) of the Common
Stock held by non-affiliates was approximately $26.1 million.
As of the same date, 4,720,025 shares of Class B Common Stock
were outstanding.
_____________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 1996 Annual
Meeting of Shareholders and 1995 Annual Report to Stockholders
are incorporated by reference into Part III hereof.
Cover Page 2 of 2 Pages
<PAGE>
PART I
ITEM 1. BUSINESS
General
Sevenson provides a comprehensive range of field services for the
remediation of sites and facilities contaminated by hazardous
materials ("site remediation"). These services include on-site
treatment, containment, and excavation and removal of
contaminated materials. The Company also decontaminates,
demolishes and closes contaminated industrial facilities and
provides industrial cleaning services. Sevenson has performed
site remediation field services since 1979, when it was selected
as the principal contractor for the remediation of the Love Canal
site in Niagara Falls, New York. The Company's strategy has been
to capitalize on its extensive hazardous waste site remediation
experience. The Company believes that it is one of only a few
companies in the country with such a high degree of expertise in
site remediation services. The Company does not own or operate
offsite transportation, storage or hazardous waste disposal
facilities. When required, the Company contracts with others for
these services.
Since its inception, the Company has been successful in marketing
its services to both private and public sector customers. The
following table summarizes revenue contribution from these
customers during the last three years:
Contract Revenues
(In Thousands) Years Ended December 31,
1993 1994 1995
Public Sector $20,950 (30%) $15,435 (20%) $ 17,692 (17%)
Private Sector $48,226 (70%) $61,984 (80%) $ 84,780 (83%)
Total $69,176 $77,419 $102,472
The Company's customers include major industrial corporations and
government agencies. Since entering the business, the Company
has performed 544 contracts including contracts at 58 Superfund
sites. The Company has been able to generate profit margins in
its public sector contracts generally comparable to margins
obtained in its private sector business.
In performing its services, Sevenson emphasizes safety, quality
control and cost control. The Company performs most remedial
work with its own employees and equipment, which allows it to
maintain a high degree of control over its operations.
<PAGE>
The Company provides its services in the eastern United States,
principally in the Northeast, as well as in eastern Canada. It
currently operates through offices in Niagara Falls, New York,
Delmont (Pittsburgh), Pennsylvania, Chadds Ford (Philadelphia),
Pennsylvania, Munster (Chicago, IL), Indiana and Baton Rouge,
Louisiana. The operations of the Company's bioremediation
subsidiary acquired in 1989, Waste Stream Technology Inc., are
conducted at office, laboratory and shop facilities in Buffalo,
New York. Canadian operations are conducted through a Canadian
subsidiary.
The Company was formed in 1977 as the successor to a family-owned
general construction business founded in 1917. As a result of a
restructuring completed in 1989, the Company no longer engages in
the general construction business, which is now operated by SCC
Contracting, Inc. ("SCC"), a separate corporation owned solely by
the five principal stockholders and not part of the Company.
The Remediation Process
The remediation process consists of three phases; site
assessment, remedial design, and, finally, field cleanup
operations. The site assessment phase is largely investigative,
involving a detailed evaluation of the hazardous waste problem
and the consideration of alternative solutions. The remedial
design phase involves the preparation of a detailed remediation
plan for the chosen solution. The third phase is the field
implementation of the site remediation plan, which can include
on-site treatment, containment, and excavation and removal of
contaminated materials.
By concentrating its efforts on the field implementation of site
remediation plans, the Company draws on project management
expertise derived from over 17 years of hazardous waste site
remediation experience. This expertise enables the Company to
accurately assess the costs and risks of site remediation
projects. The Company's experience and reputation for safe and
timely completion give it a competitive advantage in site
remediation, especially for large and difficult projects.
While some firms in the environmental business offer services in
more than one phase of the remediation process, the Company has
chosen to focus on field cleanup operations. Sevenson believes
that business opportunities in site remediation are growing in
response to continuing, broad-based public support for the actual
cleanup of sites versus the protracted study and litigation which
has characterized the remediation process for most of its
history.
Market Dynamics
Hazardous waste problems were brought to national attention in
1978 with publicity surrounding the contamination of the Love
Canal site in Niagara Falls, New York. Since that time, public
concern over hazardous waste problems has been heightened by the
discovery of thousands of additional contaminated sites. In
response to public concern, several regulatory statutes were
<PAGE>
enacted including the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 ("Superfund"), the
Superfund Amendments and Reauthorization Act of 1986 ("SARA"),
the Resource Conservation and Recovery Act of 1976 ("RCRA"), and
the RCRA Amendments of 1984, among others.
After enactment of Superfund in the early 1980's, the
Environmental Protection Agency "(EPA"), focused on identifying
and analyzing hazardous waste sites and stabilizing those
representing an imminent danger to the general public. Superfund
authorized the expenditure of $1.6 billion dollars to comply with
these goals. In 1986, SARA provided an additional $9 billion
dollars of funding and identified specific objectives for site
remediation from 1986 to 1991. Superfund had been extended
through September 1995. Further authorization of Superfund is
currently pending in Congress. The Superfund program, other
regulatory programs and pressure from Congress and the general
public for cleanup of hazardous waste sites sustain demand for
site remediation services.
According to the EPA, there are 1290 existing and proposed sites
on the EPA's National Priorities List ("NPL"). As more hazardous
waste sites move out of the study and design phases of the
remediation process, the demand for site remediation services
will increase.
Private sector expenditures for site remediation result in part
from federal, state and local government efforts to force
potentially responsible parties ("PRPs") to address and fund the
remediation of contaminated sites. PRPs often take
responsibility for the remediation process in an effort to
control and minimize their liability. If the PRPs are not
identifiable or decline to accept responsibility for a site,
federal, state or local government agencies may fund the project
directly and take legal action against the identifiable PRPs for
recovery of expenses and damages.
In recent years, PRPs have increasingly taken responsibility for
managing and funding the cleanup of sites. This trend has been
beneficial to the Company as the majority of the Company's
business has come from the private sector.
Company Services
The Company's site remediation field services include on-site
treatment, containment, and excavation and removal of
contaminated materials and the decontamination and demolition of
closed industrial plants. Sometimes, the Company provides a
combination of these services in a specific remediation project.
Site Remediation
On-Site Treatment. On-site treatment involves treating hazardous
materials at a customer's site to reduce or eliminate the need
for off-site transportation and disposal of the hazardous
materials, thus decreasing the potential liability of the
customer. On-site treatment includes a variety of techniques
<PAGE>
which either eliminate the substance permanently, reduce its
toxicity or volume, or stabilize its constituents for disposal
on-site or off-site at a permitted disposal facility. Treatment
methods used by the Company include stabilization and fixation,
filtration, dewatering, air stripping and carbon adsorption,
precipitation, bioremediation and thermal treatment.
Stabilization and fixation are used for organic material (such as
petroleum products, solvents, and certain chemicals) and
inorganic material (such as heavy metals). Generally, these
involve mixing a reagent (such as kiln dust, fly ash, cement,
lime or clay) with the contaminated material in order to form a
solid, semi-impermeable mixture which can be more easily handled
for transportation and eventual disposal in an on-site or off-
site facility. Fixating agents can be mixed with inorganic
material to chemically bond or physically encapsulate the
material to reduce the potential for migration to other areas.
Filtration involves passing contaminated liquids through a
filtering media, such as sand, diatomaceous earth or fabric, to
separate solid contaminants from the base liquid.
Dewatering involves pumping semi-liquid waste into a press which
separates solids and liquids under pressure.
Air striping and carbon adsorption involve passing liquids
through a forced air chamber to strip away volatile contaminants.
Contaminants are then adsorbed by activated carbon.
Precipitation utilizes an agent which chemically reacts with
soluble contaminants in a liquid, separating the contaminants
from the base liquid. These contaminants can then be removed for
treatment or disposal.
Bioremediation utilizes naturally-occurring microorganisms to
degrade certain organic contaminants to reduce the level of
contamination to within approved limits. Bioremediation can be a
particularly effective solution for petroleum, petroleum
derivatives, and wood and pulp wastes.
Thermal Treatment involves the application of heat to remove and
destroy contaminants present in soil.
Containment. Containment systems are constructed to prevent the
migration of hazardous materials from a site to the surrounding
groundwater, surface water, soil or air. While containment can
be a permanent remedial solution, it is also used as an interim
step that is followed by excavation and removal or onsite
treatment. The types of containment systems that the Company
installs include containment cells, surface caps and slurry
walls.
Containment cells are constructed to hold contaminated materials
and prevent them from escaping into the surrounding environment.
Construction typically requires the excavation and placement of
soil, the building and installation of a leachate collection
system, and the installation of clay and synthetic liners.
<PAGE>
Surface caps are built over containment zones to prevent
rainwater and surface water from entering the zone, becoming
contaminated and ultimately migrating to surrounding soil and
groundwater. Surface caps can be installed on older landfills or
surface impoundments as a permanent remedial solution or as a
temporary measure prior to other forms of remediation. They are
also installed on newly filled containment cells to provide long-
term closure. These caps are typically made of clay and
synthetic liners, which are covered with soil and plantings.
Slurry walls are vertical barriers built below ground around a
source of contamination to prevent the lateral movement of
groundwater and leachate from the contaminated zone to the
surrounding area. The walls extend from the ground surface down
to an impermeable underground layer such as natural clay. Slurry
walls are semi-permanent barriers which provide a relatively
impermeable wall. The construction of slurry walls involves
special techniques for constructing deep, narrow trenches and the
careful mixing and placement of slurry ( a special mixture of
water, clay and other materials).
Excavation and Removal. Excavation and removal involves the
excavation of contaminated materials for containment, on-site
treatment or off-site disposal. When off-site disposal is
required the Company subcontracts with licensed third parties for
the transportation of the material for off-site disposal. As
part of its quality control program, the Company regularly
samples and analyzes excavated materials to verify that the
contaminants are consistent with those identified in the
remediation plan. In an effort to minimize liability exposure
associated with the transportation and disposal of hazardous
materials, the Company's policy is not to sign manifests, which
must accompany the shipments of hazardous materials, as the
generator of the materials.
Facilities Decontamination, Demolition and Closure
In addition to site remediation, the Company provides
decontamination, demolition and closure services for deactivated
industrial facilities. Company personnel use various techniques
to decontaminate facilities for reuse or prior to demolition and
closure. Demolition and closure services include dismantling
large structures, draining liquid wastes from pipes and tanks,
removing above and below-ground tanks, cleaning and disposing of
contaminated equipment, and controlled demolition. While the
Company may remove relatively small amounts of asbestos
incidental to its facilities decontamination services, it does
not generally perform asbestos removal.
Industrial Cleaning Services
The Company uses hydroblasting and vacuuming to dislodge and
remove deposits, wastes and debris from boilers, process
equipment, pipes, tubes, drains, vessels, sumps and other
facilities in operating industrial plants. Hydroblasting is the
application of high pressure (up to 10,000 psi) streams of water
to contaminated surfaces. Vacuuming is accomplished using truck
<PAGE>
mounted wet/dry vacuum units capable of moving up to 5,000 cubic
feet of air per minute.
Operations
Project Management. At the proposal stage, each major project is
assigned to one of the Company's six Operations Divisions.
Project proposals are prepared under the supervision of the
Operations Division Manager by estimators who have broad
experience in project management and field operations, and who
are therefore knowledgeable in assessing the cost and time frame
required to complete a project. Estimators work with field and
technical personnel on an ongoing basis to keep current on
changes in the Company's capabilities. When a contract is
obtained, the project is assigned a project manager who maintains
overall project responsibility, a project engineer who tracks
progress and is responsible for quality control, a superintendent
who is responsible for all field operations and a safety officer
who is responsible for implementing the site safety plan. Field
production and related costs are monitored daily by the project
engineer and project manager. On a weekly basis such costs are
reviewed by the Operations Division Manager and compared against
the original project budgets.
Quality Control. To ensure and document that remediation plan
requirements are met, the Company develops a quality control
program for each project. Such a program involves a schedule of
observation, sampling and testing throughout each phase of the
project to determine whether project specification requirements
are being achieved.
Health and Safety. For each project, the Company's health and
safety staff develops a comprehensive health and safety program
designed to address the specific circumstances anticipated during
the project. The programs generally address daily employee
hygiene, use of required safety devices, monitoring of hazards
and employee training. Every program requires employee health
monitoring through entry physicals and the maintenance of health
files for all employees. The Company's commitment to health and
safety is reflected by health and safety awards from the United
States Army Corps of Engineers for its performance on two
Superfund projects.
Equipment. The Company seeks to maintain high utilization of its
equipment. Prior to purchasing specialized equipment for a
project, the Company first determines that the cost of such
equipment will be fully amortized on that project. This allows
the Company to avoid carrying equipment which does not continue
to provide a return on investment.
Marketing
Sevenson's marketing efforts are nationwide with concentration in
the Northeast and Midwest. It also markets its services in
Canada where it has performed over twenty projects.
<PAGE>
The Company's marketing activities are primarily conducted by
senior technical and management professionals. They are
responsible for contacting appropriate representatives of
corporations known to have specific problems and maintaining
communication with consulting engineering firms, analytical
laboratories and specialty contractors as a source of potential
new business. The Company also participates in industrial and
hazardous waste trade shows.
In the public sector, the Company monitors government contract
procurements and responds to requests for proposals for
competitive bids. Approximately 86%, 77% and 81% of revenues for
1995, 1994 and 1993, respectively, were the result of work
awarded on the basis of competitive bids in both the public and
private sectors.
Customers
The Company's largest customer in 1995 accounted for 23% of 1995
revenues. The Company's four largest customers in 1994 accounted
for 25%, 23%, 16% and 12% of 1994 revenues. The Company's two
largest customers in 1993 accounted for 29% and 23% of 1993
revenues. No other customer accounted for more than 10% of total
revenues in any of the three years in the period ended December
31, 1995. Because of the nature of the Company's business, which
involves large, discrete contracts often completed within one
year, customers that account for a significant portion of revenue
in one year may represent an immaterial portion of revenue in
subsequent years. The Company believes that the loss of the
United States government as a customer would have a material
adverse effect on its business.
Backlog
On February 29, 1996, the Company had an estimated backlog of
work under contracts believed to be firm of approximately $58.5
million, as compared with an estimated backlog of approximately
$63.0 million and $81.2 million respectfully on February 28, 1995
and February 28, 1994.
The ultimate value of backlog is subject to change as the scope
of work on projects changes. Customers often retain the right to
change the scope of work with an appropriate increase or decrease
in the contract price. Government agencies always, and private
sector customers usually, retain the right to terminate contracts
with the Company at any time, with or without cause. As a
result, substantially all of the Company's backlog of $58.5
million at February 29, 1996 is subject to such right of
termination.
The Company believes that backlog is not necessarily indicative
of revenues to be earned by the Company in the current year or
subsequent periods.
<PAGE>
Insurance and Bonding
Although improved in recent years, the availability of liability
insurance to the environmental services industry continues to
berestricted. The Company currently has liability insurance
policies with aggregate limits of $17 million. These policies
contain standard exclusions, including exclusions of claims
arising out of actual, alleged or threatened discharge, dispersal
or release of pollutants. Some projects require the Company to
purchase a policy of contractor's pollution liability insurance
for the project. The Company has been able to purchase such
policies on all projects which have required them.
In general, government entities, and to a lesser extent, private
sector customers, require the Company to obtain surety bonds as
security for the Company's completion of a contract.
The Company has been able to secure insurance and surety bonding
required by all contracts which it has been awarded since
entering the site remediation business in 1979. However, there
is no assurance that insurance will continue to be available,
that the possible types of liabilities that may be incurred by
the Company will be covered by its insurance or that the dollar
amount of such liabilities will not exceed the Company's policy
limits. Also, there is no assurance that the Company will
continue to be able to obtain surety bonds or that the surety
bonds the Company is able to obtain will be adequate for its
business needs.
Competition
The Company competes with both small and large companies in each
aspect of its business, although no company is dominant.
Some of the Company's competitors possess certain hazardous
materials capabilities which the Company does not possess,
including professional engineering services, certain laboratory
capabilities, and off-site transportation, storage and disposal
capabilities. The Company often uses subcontractors to provide
these capabilities, but the broader capabilities of some of the
Company's competitors may give them an advantage in obtaining
certain types of projects.
The Company believes the principal competitive factors in the
site remediation industry are price, reputation, experience,
technical proficiency and surety bonding capability. The Company
believes it effectively competes on the basis of these factors.
Regulation
The Company's customers, including federal and state governments
and owners and operators of contaminated sites and facilities and
other parties responsible for facility and site cleanup, are
subject to extensive and evolving environmental laws and
regulations administered by the EPA and various other federal,
state and local environmental, safety and health agencies and
<PAGE>
authorities. These laws contribute to the demand for the
Company's services. Although the Company's customers remain
responsible by law for their environmental problems, the Company
must itself comply with the requirements of those laws applicable
to its services. The Company believes it is in substantial
compliance with all federal, state and local laws and regulations
governing its business.
RCRA. The Resource Conservation and Recovery Act of 1976, as
amended in 1984 ("RCRA"), is the principal federal statute
governing hazardous waste generation, treatment, storage and
disposal. RCRA, or EPA-approved state programs at least as
stringent, govern any waste handling activities involving
substances classified as "hazardous". Regulations under RCRA for
hazardous waste generators, transporters and owners and operators
of hazardous waste treatment, storage or disposal facilities
impose detailed operating, inspection, training, emergency
preparedness and response standards and requirements for closure,
continuing financial responsibility, manifesting, record keeping
and reporting.
Superfund. The Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("Superfund") generally
addresses the cleanup of sites at which hazardous substances are
located and have been released or are threatened to be released
into the environment. Superfund imposes joint and several
liability costs of cleanup and damages to natural resources upon:
(a) certain owners or operators of hazardous waste sites; (b) any
person who arranged for the disposal, transport or treatment by
any other party of hazardous substances owned or possessed by
such person; and (c) certain transporters of hazardous
substances. In addition, under the authority of Superfund and
its implementing regulations, detailed requirements apply to the
manner and degree of remediation of facilities and sites where
hazardous substances have been or are threatened to be released
into the environment.
Among other things, Superfund authorizes the federal government
either to remediate sites at which hazardous substances were
disposed of and have been or are threatened to be released into
the environment or to order, or offer an opportunity to, persons
potentially liable for the hazardous substances to do so. In
addition, Superfund requires the EPA to establish a National
Priorities List ("NPL") of sites at which hazardous substances
have been or are threatened to be released and which require
investigation or cleanup.
The Superfund Amendments and Reauthorization Act of 1986 ("SARA")
specifically provides that contractors deemed "response action
contractors" with respect to any release or threatened release of
a hazardous substance in connection with a site on the NPL are
not, subject to certain exceptions, liable under Superfund or any
other federal law to any person for injuries, costs, damages,
expenses or other liabilities which result from such release or
threatened release. The Company may be a response action
contractor in respect to a portion of the work it performs. This
<PAGE>
protection only applies to releases or threatened releases on NPL
sites. This protection does not apply in the case of a release
that is caused by the negligence or intentional misconduct of the
response action contractor. Further this protection does not
affect the liability of any person under any warranty under
federal, state or common law, the liability of any person under
state statutory or common law, or the liability of any employer
who is a response action contractor to any employee under any
provision of law. Certain states, including New York, have
similar protections for response action contractors. SARA also
allows the government, under certain circumstances, to agree to
indemnify and hold harmless a response action contractor against
liability for negligence in carrying out a response action at an
NPL site, unless such liability was caused by the contractor's
gross negligence or intentional misconduct. Any such indemnity
will have deductibles and a limit to the amount of available
indemnification.
Although the Company makes a continuing effort to avoid Superfund
liabilities, the failure of the Company to conform its services
to the requirements of Superfund could subject the Company to
liabilities which could have a material adverse effect on the
Company's business.
Other. The Company's services could be subject to other federal
environmental protection laws, including, without limitation, The
Clean Water Act, The Clean Air Act and the Toxic Substances
Control Act. Many states have adopted laws for the protection of
the environment which may affect the Company, including laws
governing the generation, handling, transportation and
disposition of hazardous substances, and laws governing
investigation and cleanup of, and liability for, contaminated
sites. Some of the state provisions are broader and more
stringent than federal law and regulations. In addition, the
Company is subject to the federal Occupational Safety and Health
Act which imposes requirements for employee safety and health.
The failure of the Company to conform its services to the
requirements of other applicable federal, state or common laws
could subject the Company to liabilities which could have a
material adverse effect on the Company's business. In addition,
the Company cannot predict the extent to which it may be affected
by any law that may be enacted or enforced in the future, or by
new interpretations of existing laws.
Employees
As of March 15, 1996, the Company had 201 full-time employees of
whom 12 were officers, 64 were project management, engineering
and estimating personnel, 28 were scientists and technical
personnel, 6 were in business development and marketing, 27 were
administrative personnel and 64 were field and shop personnel.
In addition, the Company employs from 150 to 225 field workers on
an as-needed basis. To date the Company has not experienced
difficulty in attracting and retaining qualified personnel and
does not expect difficulty in the foreseeable future.
<PAGE>
Work at the Company's various project sites is performed by
regular Company personnel and by locally hired field workers. The
Company has no national union affiliations. The Company does
have union agreements which apply to projects in the Niagara
Falls, New York area and to specific projects elsewhere.
The Company considers its relations with its employees to be
good.
ITEM 2. PROPERTIES
The Company and its subsidiaries currently operate out of six
separate facilities. The Company believes that its current
facilities are adequate for its present operations.
The following table summarizes the location and character of all
significant property owned or leased by the Company as of
February 29, 1996:
Square Lease
Property Location Footage Expiration
Headquarters,
shop and yard
facilities Niagara Falls, NY 43,000 Owned
Office Delmont, PA 3,000 Owned
Office Chadds Ford, PA 4,600 July 31, 1997
Office Baton Rouge, LA 400 Month-to-Month
Office Munster, IN 2,050 June 30, 1996
Waste Stream
Technology, Inc. Buffalo, NY 52,000 Owned
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings to which the Company is a party are
pending, and the Company knows of no legal proceedings pending or
judgments entered against any director or officer of the Company
in his or her capacity as such.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Market Information. Trading in the Company's Common Stock
is reported on the NASDAQ National Market System. There is no
market for the Company's Class B Common Stock.
<PAGE>
The following table sets forth the high and low price of the
Company's Common Stock as reported by the NASDAQ National Market
System for the periods indicated:
YEAR QUARTER HIGH LOW
4th Quarter 19 16-1/2
3rd Quarter 22 17
1995
2nd Quarter 19-1/2 15-3/4
1st Quarter 16-3/4 15-1/4
4th Quarter 19-1/4 15-3/4
3rd Quarter 19-1/2 17-3/4
1994
2nd Quarter 19-1/4 16-3/4
1st Quarter 18-1/4 15
4th Quarter 15-1/4 13-1/4
3rd Quarter 14-3/4 11-1/4
1993
2nd Quarter 15-3/4 11-1/4
1st Quarter 16-3/4 12-1/4
(b) Approximate Number of Holders of Each Class of Common Stock.
As of March 15, 1996, 1,628,975 shares of the Company's Common
Stock were outstanding and the number of holders of record of
that class on that date was 63. Because a substantial number of
shares of the Company's Common Stock are held in street name, the
Company believes that the number of beneficial owners of its
Common Stock exceeds 800. As of the same date, there were
4,718,925 shares of the Company's Class B Common Stock
outstanding which were held by five stockholders or trusts for
their minor children.
(c) Dividends. Since the third quarter of 1994 the Company has
paid a regular quarterly dividend of 5 1/2 cents per share of Common
Stock and 5 cents per share of Class B Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
The information included under the caption "Five Year Selected
Financial Data" on page 5 of the Sevenson Environmental Services,
Inc. 1995 Annual Report to Stockholders is incorporated herein by
reference.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis" on pages 6 through 8 of
the Sevenson Environmental Services, Inc. 1995 Annual Report to
Stockholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Balance Sheets of the Company and its
subsidiaries at December 31, 1995 and 1994, and the related
Consolidated Statements of Earnings, Stockholders' Equity and
Cash Flows for each of the three years in the period ended
December 31, 1995, together with the report thereon of Deloitte &
Touche LLP dated February 9, 1996, are contained on pages 9
through 23 of the Sevenson Environmental Services, Inc. 1995
Annual Report to Stockholders and are incorporated herein by
reference. Supplementary quarterly financial information
contained on page 22 under "Quarterly Results" is incorporated
herein by reference.
With the exception of the aforementioned information and the
information incorporated by reference in Items 6 and 7, the
Annual Report to Stockholders is not to be deemed filed as part
of this Form 10-K Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding Directors is contained under the
caption "Election of Directors" in the Company's definitive Proxy
Statement related to its 1996 Annual Meeting of Stockholders and
is incorporated herein by reference.
The executive officers of the Company and their respective ages
and positions with the Company are as follows:
Name Age Title
Michael A. Elia 44 President, Chief Executive Officer
and Director
Laurence A. Elia 45 Vice President and Director
Richard A. Elia 42 Executive Vice President and
Director
William J. McDermott 46 Vice President-Finance, Secretary
and Director
Dena M. Armstrong 38 Treasurer, Assistant Vice
President-Finance and Director
<PAGE>
Michael A. Elia has served as Chief Executive Officer of the
Company since 1984. Prior to 1984 he served as Vice President in
charge of construction operations. He received his B.S. degree
in Civil Engineering from Villanova University.
Laurence A. Elia has served as a Vice President of the Company
since 1975 and in various executive capacities prior to that
time. He is President of the Company's wholly-owned Canadian
subsidiary. He received his A.B. and B.S. degrees in Engineering
from Dartmouth College.
Richard A. Elia has served as a Vice President of the Company
since 1982 and in various executive capacities prior to that
time. He received his B.S. degree in Business Administration
from Villanova University.
William J. McDermott has served as Vice President-Finance of the
Company since 1986. Prior to 1986 he served as legal counsel
with the Company. He received his J.D. and B.S. (Civil
Engineering) degrees from the State University of New York at
Buffalo. He is a member of the New York Bar.
Dena M. Armstrong joined the Company in 1975. Since 1982 she
has served as Assistant Vice President-Finance. She received her
B.S. degree from Niagara University.
Michael, Laurence and Richard Elia are brothers; Dena M.
Armstrong is their cousin.
ITEM 11. EXECUTIVE COMPENSATION
This information is contained under the captions "Executive
Compensation, "Compensation Committee Interlocks and Insider
Participation" and "Five-Year Stockholder Return Comparison" in
the Company's definitive Proxy Statement related to its 1996
Annual Meeting of Stockholders and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
This information is contained under the caption "Security
Ownership of Management and Principal Stockholders" in the
Company's definitive Proxy Statement related to its 1996 Annual
Meeting of Stockholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is contained under the caption "Certain
Transactions" in the Company's definitive Proxy Statement related
to its 1996 Annual Meeting of Stockholders and is incorporated
herein by reference.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
1. The financial statements and report of independent
public accountants set forth on pages 9 through 23 of
the Sevenson Environmental Services, Inc. 1995 Annual
Report to Stockholders are incorporated by reference in
this Form 10-K Annual Report.
2. Financial statement schedules.
The following financial statement schedules should be
read in conjunction with the financial statements
incorporated by reference in Item 8 of this Form 10-K
Annual Report:
Page
Independent Auditors' Report on Schedules.... 24
Valuation and Qualifying Accounts............ 25
Schedules other than those listed above are omitted
because of the absence of the conditions under which
they are required or because the information called for
is included in financial statements or notes thereto.
3. Exhibits -- See the Exhibit Index on page 20 of this
Form 10-K Annual Report.
The Company will provide a copy of any exhibit upon
receipt of a written request for the particular exhibit
or exhibits desired and upon receipt of payment of an
amount equal to a charge of twenty-five cents for each
exhibit page, with a minimum charge of two dollars per
request. All requests should be addressed to the Vice
President and Secretary of the Company at the address
of the Company's principal offices.
(b) Reports on Form 8-K. No reports on Form 8-K were filed by
the Company during the last quarter of its fiscal year ended
December 31, 1995.
(c) Exhibits Filed. See Item 14(a)(3) above.
(d) Financial Statement Schedules. See Item 14(a)(2) above.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 18th day of March, 1996.
SEVENSON ENVIRONMENTAL SERVICES, INC.
William J. McDermott
__________________________________________
William J. McDermott
Vice President and Chief Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, this annual report has been signed on the 18th day of
March, 1996 by the following persons in the capacities indicated:
/s/ Michael A. Elia /s/ Arthur A. Elia
Michael A. Elia, Director and Arthur A. Elia, Director
President
(Chief Executive Officer)
/s/ Richard A. Elia /s/ Laurence A. Elia
Richard A. Elia, Director and Laurence A. Elia, Director and
Executive Vice President Vice President
/s/ William J. McDermott /s/ Dena M. Armstrong
William J. McDermott, Director, Dena M. Armstrong, Director,
Vice President and Secretary Treasurer and Assistant
(Chief Financial Officer) Vice President
/s/ Joseph J. Castiglia /s/ Robert S. Kelso
Joseph J. Castiglia, Director Robert S. Kelso, Director
<PAGE>
EXHIBIT INDEX
Exhibit No.
3.1* Certificate of Incorporation
3.2* By-Laws.
9** Voting Agreement dated April 3, 1989 among Michael A.
Elia, Laurence A. Elia, Richard A. Elia, Alan Elia,
Jr., and William J. McDermott.
10.2* Agreement dated October 30,1981 between the Company and
the Arthur A. Elia Trust, as amended and promissory
note in the principal amounts of $1,000.000.
10.3* Agreement dated October 30, 1981 between the Company
and the Alan R. Elia Trust, as amended, and promissory
note in the principal amount of $1,000,000.
10.5** Stockholders Agreement dated April 3, 1989 among the
Company, Michael A. Elia, Laurence A. Elia, Richard A.
Elia, Alan Elia, Jr., and William J. McDermott.
10.6* Agreement dated as of January 1, 1988 between the
Company and SCC Contracting, Inc.
10.7* Agreement dated as of May 1, 1988, among the Company,
SCC Contracting, Inc. and Sevenson Hotel Associates,
Inc.
10.8** Tax Indemnity Agreement dated April 1, 1989 among the
Company, Sevenson Environmental Ltd., SCC Contracting,
Inc., Michael A. Elia, Laurence A. Elia, Richard A.
Elia, Alan Elia, Jr., and William J. McDermott.
10.9* Indemnity Agreement dated April 17, 1989 among the
Company, Sevenson Environmental Ltd., SCC Contracting,
Inc., Albert Elia Building Company, Inc., Afore, Inc.,
Michael A. Elia, Laurence A. Elia, Richard A. Elia,
Alan Elia, Jr., and William J. McDermott.
10.10* Split Dollar Insurance Agreement, dated March 1, 1984
between the Company and Michael A. Elia.
10.11* Split Dollar Insurance Agreement, dated March 1, 1984
between the Company and Laurence A. Elia.
10.12* Split Dollar Insurance Agreement, dated March 1, 1984,
between the Company and Richard A. Elia.
10.13* Split Dollar Insurance Agreement, dated March 1, 1984,
between the Company and William J. McDermott.
10.14* Sevenson Environmental Services, Inc. Pension Plan.
10.15* Sevenson Environmental Services, Inc. Profit Sharing
Plan.
10.16* 1989 Sevenson Environmental Services, Inc. Incentive
Stock Plan.
10.17** Option Agreement dated April 17, 1989 between the
Company and Alan R. Elia, Sr.
13 Sevenson Environmental Services, Inc.'s 1995 Annual
Report to Stockholders (such report, except for those
portions thereof which are expressly incorporated by
reference in this Form 10-K Annual Report, is furnished
for the information of the Commission and is not to be
deemed "filed" as part of the Form 10-K).
22 Subsidiaries of the Registrant.
<PAGE>
* Incorporated by reference to the same exhibit numbers in the
Company's registration statement on Form S-1 (File No.
0-17536).
** Incorporated by reference to the same exhibit numbers in the
Company's Form 10-K Annual Report for the fiscal year ended
December 31, 1990 (File No. 0-17536).
<PAGE>
EXHIBIT 13
1995 Annual Report to Stockholders
To Our Stockholders:
I am pleased to report that 1995 revenue and earnings
set new records, exceeding the previous records set in 1994. For
the first time Company revenue exceeded $100 million, reaching
$102.5 million, a 32% increase over the prior year. Net earnings
increased almost 13% to $10.1 million, or $1.60 per share, up
from $9.0 million and $1.42 per share in 1994.
Over the last four years the Company has made steady
progress in revenue and profitability. Revenue has more that
doubled since the depressed level of the recession year 1991.
Profitability has kept pace with the growth of revenue. Earnings
from operations in 1995 were $13.8 million, more than double
those of 1991.
Together with rising revenue and consistent
profitability, the last several years have seen the Company
derive an increasing majority of its business from the private
sector. In 1995, over 83% of the Company's business was from
privately managed cleanup projects, up from 80% and 70% in 1994
and 1993 respectively. The continuing growth of the Company's
private sector business was particularly important in 1995 when
in the latter months of the year federal budget issues suspended
indefinitely the award of several federal contracts the Company
was anticipating.
The Company's success in the private market is
attributable to the Company's outstanding reputation for
completing projects on or ahead of schedule and for the contract
price. Private sector customers recognize that conditions at
waste sites can be highly variable and thus unpredictable despite
extensive pre-project investigation. As such, these sites offer
opportunities for unpleasant surprises which can extend schedules
and drive up customer costs. Private sector customers who have
experienced these surprises firsthand tell me that they prefer
the Company because of its ability to accurately assess projects
and anticipate difficulties. The Company is also known for acting
quickly, competently and forthrightly when the unexpected
inevitably occurs.
For this annual report we have selected photographs
from two major projects completed by the Company in 1995 which
are good examples of the challenging projects the Company is
undertaking. Both were for large industrial companies, and both
involved the use of an array of technical capabilities, all of
which the Company self-performed without subcontractor or other
outside technical input. Among the technologies used were the
expanded water treatment technologies I mentioned in last year's
message. These projects demonstrate how successful our Company's
efforts to expand these technologies have been.
Each year in this letter I briefly mention some of
the important factors which I believe will influence the
Company's future business. This year there are six conditions
<PAGE>
and trends affecting our business which I believe deserve
discussion:
1. Lower government spending. There can be little
doubt that both in the short and long term overall government
cleanup spending will decline. The recent budget impasse has
dramatically lowered federal cleanup spending. Beside the direct
impact on the Company's federal business, competition for private
sector business is increasing as competitors react to the absence
of federal work. My hope is that these conditions are temporary
and will pass when the political issues are resolved. Over the
longer term, lower government spending will not necessarily be
detrimental if, as I expect, a greater portion of the remaining
government spending is dedicated to actual cleanup. There is
general agreement that in the past too much has been spent on
overhead, studies, investigations, planning and litigation - some
estimates say more than 50% of Superfund's budget - and not
enough on actual cleanup. This is changing and will continue to
change. For instance, a recent proposal in Congress would limit
non-cleanup expenditures to 25% of Superfund's budget.
2. Emphasis on value. Practical cleanup standards
based on future use and risk will become the norm. The goal will
be to get more public health protection per cleanup dollar spent.
Cleanup standards based on food or drinking water criteria are in
disfavor. Cleanup criteria will consider the future use
of the site; industrial sites will require less stringent cleanup
criteria than residential property.
3. Larger, more difficult projects. Larger, more
difficult projects are increasingly reaching the cleanup stage.
These projects take longer to assess, plan and negotiate
settlements. Less difficult projects, from a technical and legal
responsibility viewpoint, and smaller projects, typically have
already been cleaned up or have cleanups which are substantially
along. After years of study and negotiation, larger and more
difficult projects are emerging in greater numbers.
4. Changing view of liability scheme. Current
environmental liability laws contain unintended incentives for
expensive and protracted litigation, and have delayed cleanups
and made pariahs of sites which are, or even may be,
contaminated. This last effect has only recently been generally
recognized. Under the current scheme, so-called Brownfield sites
have lain fallow and abandoned while new development has sought
pristine sites free of any taint of contamination and thus
potential liability. To reverse this, efforts are in progress
for legal reforms to make Brownfield sites viable candidates for
redevelopment. These efforts are still in their early stages,
but there is considerable support and momentum driving these
reforms. Over the next several years I expect Brownfield
redevelopment will become a meaningful, perhaps significant, part
of the Company's business.
5. Growth of private cleanup spending. Private
spending for environmental cleanup will grow as a consequence of
the first four conditions I have mentioned. The public supports
<PAGE>
cleaning up hazardous waste sites. This public support
originates locally from concerned neighborhoods and communities
affected by particular sites. Local political representatives
respond to this concern by pushing for cleanup of the sites in
their districts or states. Because there are thousands of sites
scattered throughout the country, this parochial support for
environmental cleanup becomes a broad national consensus. With
the federal budget under pressure, the political process has
historically looked to the private sector to pay for cleanups.
Since neither political support for environmental cleanup nor
federal budget pressures are likely to significantly abate, the
burden of financing cleanups will only fall with greater weight
on the private sector. Less strict cleanup standards will
encourage private cleanups by reducing the incentives to
litigate. Spending on larger projects and Brownfield sites will
also boost private cleanup expenditures.
6. Consolidation within the industry. Like any
maturing industry, consolidation in the environmental services
business is taking place through acquisitions and mergers and the
exit of weaker, marginal players. This process may be
accelerated by recent increases in competitive pressures.
So what will these conditions mean for the Company over
the next few years? What are the opportunities?
The Company's principal opportunities will continue to
come from the private side of the market - the PRP-led and
financed Superfund cleanups. Beyond Superfund sites, privately
financed cleanup of both active and inactive contaminated
industrial sites, including Brownfield sites, will be favorably
affected by more flexible cleanup standards and a changing
liability scheme. The private sector has been the Company's most
prolific source of business throughout the nineties. The
conditions I have discussed indicate that this will continue.
Second in importance to the Company's private sector
business will be direct federal Superfund cleanup expenditures.
Even with a reduced Superfund budget I expect actual federal
cleanup spending - versus soft expenditures - to be up 20 to 25%
over the next few years. In this regard, it is important to
remember that of the 1290 existing Superfund sites, 900 sites
still have not been cleaned up and additional sites are sure to
be added to the Superfund list.
While I am optimistic about the longer term, for the
short term the Company's prospects are somewhat mixed. The
federal budget debate has resulted in the indefinite delay of
some projects the Company was expecting. Also, the Company's
backlog of contracts at the beginning of the year, a
disappointing $43.6 million, was down 25% from the same time a
year ago. On the positive side, so far in 1996 I have been
encouraged by a surge in new private sector projects coming out
for bids and proposals. While competition is aggressive and it
remains to be seen how much of this new business the Company can
capture, this recent increase in new project opportunities
strengthens my belief in a positive outlook for the Company's
business, both near and longer term.
<PAGE>
In closing, I would like to recognize and thank again
our customers and employees for their contributions to another
record year for our Company. To our customers, I offer my
gratitude for their faith and confidence in our Company and my
pledge that all our efforts will continue to be directed to
maintaining that faith and confidence. To our employees, thank
you for your loyalty, dedication and hard work throughout
the year.
Cordially,
Michael A. Elia
President and Chief Executive Officer February 9, 1996
<PAGE>
SEVENSON FINANCIAL HIGHLIGHTS
For the years ended December 31
(In thousands except per share data) 1995 1994 1993
INCOME STATEMENT
Revenue $102,472 $77,654 $69,176
Net Earnings $ 10,119 $ 9,005 $ 6,775
Earnings Per Share $ 1.60 $ 1.42 $ 1.07
Weighted Average Common
Shares Outstanding 6,344 6,334 6,322
BALANCE SHEET
Cash and Cash Equivalents $ 4,226 $ 3,226 $26,352
Working Capital $ 64,777 $60,130 $52,592
Total Assets $ 93,281 $87,625 $71,766
Long-Term Debt $ 2,000 $ 2,000 $ 2,000
Stockholders' Equity $ 75,715 $66,240 $57,920
Corporate Profile
Sevenson provides a comprehensive range of services for the
remediation of sites and facilities contaminated by hazardous
materials. Founded as a general construction business in 1917,
Sevenson entered the remediation business in 1979 when it became
the principal contractor for the remediation of the Love Canal
site, Niagara Falls, New York. Headquartered in Niagara Falls,
New York, the Company and its subsidiaries also maintain offices
in Pittsburgh and Philadelphia, Pennsylvania; Baton Rouge,
Louisiana; Buffalo, New York; and Chicago, Illinois. Present
full-time employees number 201. Trading in Sevenson's common
stock is reported on the NASDAQ National Market System. (Symbol
SEVN).
Contents
Page
Annual Message to Stockholders 1,2,4
Financial Review 5-8
Consolidated Statement of Earnings 9
Consolidated Balance Sheets 10-11
Consolidated Statements of Cash Flows 12-13
Consolidated Statements of Stockholders' Equity 14
Notes to Consolidated Financial Statements 15-22
Independent Auditors' Report 23
Management 24
Corporate Information 24
Notice of Annual Meeting
The Annual Meeting of the Stockholders of Sevenson Environmental
Services, Inc., will be held on Tuesday, May 21, 1996 at
10:00 a.m. EDT at the Comfort Inn, One Prospect Point, Niagara
Falls, New York 14303.
<PAGE>
Form 10-K
Single copies of the Company's 1995 Annual Report on Securities
and Exchange Commission Form 10-K will be provided without charge
to stockholders upon written request directed to the Secretary,
Sevenson Environmental Services, Inc., 2749 Lockport Road,
Niagara Falls, New York 14302-0396.
Transfer Agent and Registrar
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
<PAGE>
Five-Year Selected Financial Data (In thousands, except per share amounts)
Years Ended December 31,
1995 1994 1993 1992 1991
INCOME STATEMENT DATA:
Continuing Operations:
Revenue $102,472 $77,654 $69,176 $69,010 $48,337
Earnings from Operations 13,851 11,524 9,831 7,717 6,347
Earnings from Continuing
Operations 10,119 9,005 6,775 5,576 5,091
Loss from Discontinued
Operations - - - (220) -
Net Earnings 10,119 9,005 6,775 5,356 5,091
Earnings (Loss) Per Share:
Continuing Operations $ 1.60 $ 1.42 $ 1.07 $ .87 $ .78
Discontinued Operations - - - (.04) -
_______________________________________________
$ 1.60 $ 1.42 $ 1.07 $ .83 $ .78
BALANCE SHEET DATA:
DECEMBER 31
Working Capital $ 64,777 $60,130 $52,592 $45,386 $38,099
Total Assets 93,281 87,625 71,766 64,505 57,137
Long-Term Debt (including
current maturities) 2,000 2,000 2,000 2,229 2,004
Stockholders' Equity 75,715 66,240 57,920 51,152 47,843
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
The following table sets forth certain items of selected
consolidated financial information as a percentage of revenues
for the periods indicated. This table and the subsequent
discussion should be read in conjunction with the selected
financial information and the Consolidated Financial Statements
and Notes to Consolidated Financial Statements of the Company
included elsewhere in this Annual Report.
Years Ended December 31,
1995 1994 1993
Revenue 100.0% 100.0% 100.0%
Gross Profit 24.5 27.8 29.5
Indirect Costs 2.5 3.4 5.0
Selling, General &
Administrative Expenses 8.4 9.6 10.3
Earnings from Operations 13.5 14.8 14.2
Earnings Before Income Taxes 15.6 18.0 15.7
Earnings from Continuing
Operations 9.9 11.6 9.8
1995 Versus 1994 - The Company's 1995 revenue was a record $102.5
million, exceeding by 32% 1994's revenue of $77.7 million, which
was the previous record. The Company began the year with a record
<PAGE>
backlog of $58 million. Favorable weather conditions in the first
and second quarters of the year allowed the Company to maintain
operations at sites which in a more normal year would have been
suspended due to weather. The combined effects of higher backlog
and favorable weather permitted the Company to achieve record
revenue in the first two quarters. Momentum from those quarters
was carried into the third and fourth quarters, and was fed by
the Company's receipt of a succession of new projects and
additions to existing ones. The cumulative effect was to push
total revenues for the year to a new record.
With 1995's surge in revenue, the Company consumed contract
backlog at a record rate. The Company's goal is to replenish
backlog at a rate equal to or greater than the consumption rate.
During the third and fourth quarters, efforts to achieve this
goal were hampered by uncertainties concerning the federal
budget, halting progress in Congress's effort to reform and
reauthorize the Superfund law, and delays in the letting of
private sector projects the Company was expecting. Backlog at the
end of the year was $43.6 million. The comparable backlog amounts
at the end of 1994, 1993 and 1992 were, respectively, $58.4
million, $43.6 million and $31.9 million.
Gross profit (revenue less direct costs) as a percentage of
revenue was lower at 24.5% versus 27.8% last year. As in the
previous two years, higher profit margins on larger projects
contributed significantly to overall profit margin, albeit not as
much. Gross margin varies from project to project dependent upon
the nature of the project, competition and operational factors,
all of which are unique to a given project. Despite much wider
variation in gross margin between individual projects, the
Company has found that its overall gross margin for a year has
historically fallen in a narrower range of roughly 20 to 30%.
Thus, the Company considers the annual gross margin achieved last
year and in the two previous years to be within the normal range.
Indirect costs were essentially the same as the previous
year at $2.6 million. Depreciation and amortization expense was
higher ($1.9 million versus $1.5 million) due to $6.9 million in
purchases of equipment during the year. This was offset by higher
credit adjustments to insurance expense and the reclassification
of certain indirect expense to SG&A expense. The credit
adjustments to insurance expense were from two sources. First,
the Company customarily slightly over-accrues for insurance
expense as a direct cost item and adjusts for this by an
offsetting credit to indirect costs. Primarily because project
labor cost was higher in 1995, the adjusting credit to indirect
costs was unusually high. Second, larger return premiums from the
Company's retrospectively rated liability and workers'
compensation insurance policies were received. Such return
premiums reflect low loss rates under the applicable policies in
prior policy years. The Company is entitled to a rebate or
"return" premium when policy losses fall below certain levels.
Conversely, if policy losses were to exceed certain levels, the
Company would be charged an additional premium. The Company has
consistently received return premiums over the last several
years. Future return (or additional) premiums, if any, will be
<PAGE>
based on the Company's future loss rates. There can be no
assurance that return premiums will continue or of the amount
thereof. The reclassification of expense mentioned was that of
certain scientific and technical personnel in branch offices
which was previously classified as indirect expense and is now
included in SG&A expense.
Selling, general and administrative expense increased 15% to
$8.6 million from $7.5 million the prior year. Expenses increased
in all categories reflecting the Company's increased activity.
One category, branch office expense, was up for that reason, and
was increased further by the reclassification mentioned above.
Interest income was up 7% to $2.3 million from $2.1 million
the prior year due to higher invested balances and higher
interest rates.
The effective tax rate was 36.6% versus 35.7% for 1994. The
higher rate was due to higher earnings from operations as a
portion of pretax income versus tax exempt interest income. Also,
there is a higher statutory rate at the current level of taxable
income.
1994 Versus 1993 - 1994 revenue was a record $77.7 million, an
increase of 12% over 1993's $69.2 million in revenue and 4%
higher than the previous record of $75.0 million in 1990. The
year's record revenue was foreshadowed by a then record high
contract backlog of $43 million at the end of 1993 and by the
subsequent receipt in early 1994 of a $40 million contract for
work at the Lipari Superfund site in New Jersey. Although
contract backlog is not necessarily predictive of future period
revenue, in 1994 record backlog early in the year did produce
record revenue at year's end. Contract backlog at year end 1994
was $58 million, which was also a record.
Gross profit (revenue less direct costs) as a percentage of
revenue was 27.8%. As was the case in 1993, higher profit margins
on larger projects raised overall profit margin. Larger projects
(over $10 million) contributed 45% of the year's revenue, similar
to 1993 when 48% of revenue was from larger projects.
Indirect costs were down substantially to $2.6 million from
$3.5 million in 1993, a decrease of 25.3%. The decrease was due
in part to lower depreciation and amortization expense which
declined to $1.5 million from $1.7 million. In 1993 depreciation
and amortization expense was substantially higher due to the
write-off of certain contracts purchased and completed that same
year. Other items of indirect expense which were also lower in
1994 included insurance expense, equipment repair expense, and
expenses associated with efforts to acquire a landfill which were
discontinued in 1993.
Selling, general and administrative (SG&A) expense increased
5.3% to $7.5 million from $7.1 million in 1993. The increase
resulted principally from higher contributions to the Company's
pension and profit sharing plans. Higher pension plan
contributions reflect increases in both the number and
compensation of employees participating in that plan. The higher
profit sharing plan contribution was in proportion to the
<PAGE>
Company's higher profits. Other categories of SG&A expense which
saw increases included estimating expense and professional fees.
Offsetting those increases was a decrease in branch office
expense. In the prior year branch office expense was higher due
to start-up costs associated with opening a new Chicago-area
office that year.
Interest income increased 72% to $2.1 million from $1.2
million in 1993 due to higher interest rates and higher invested
balances.
The gain reported on the sale of marketable securities
resulted principally from the sale of common stock the Company
held in a solid waste company. The Company originally obtained
the stock in 1991 as payment for work the Company performed at
the solid waste company's landfills. The Company no longer owns
stock in that company.
The effective tax rate was 35.7% versus 37.5% for 1993. The
lower effective tax rate was due to higher tax exempt interest
income as a portion of pretax income versus earnings from
operations.
Fluctuations in Quarterly Results - The commencement or
completion of projects within a particular quarter, the seasonal,
weather-affected nature of the Company's business, the spending
decisions of major customers, and the timing of regulatory
decisions relating to projects, among other factors, may cause
the Company's results to vary significantly from quarter to
quarter and from year to year. From time to time, the Company has
experienced losses for the first quarter and modest profitability
for the second quarter as a result of its inability to perform
site remediation work due to unfavorable weather conditions. The
Company believes that these variations will continue in the
future. The following selected financial data has been derived
from unaudited interim financial statements which, in the opinion
of the Company, include all adjustments (consisting of normal
recurring accruals) necessary to fairly present the information
for such periods. Quarterly results of operations are not
necessarily indicative of results to be achieved for full fiscal
years.
1995 Net
Quarter Revenue Earnings
(In thousands)
1st $19,862 $1,458
2nd $24,980 $2,851
3rd $29,428 $3,790
4th $28,202 $2,020
1994 Net
Quarter Revenue Earnings
(In thousands)
1st $ 9,475 $ 234
2nd $15,974 $2,517
3rd $24,206 $3,433
4th $27,999 $2,821
<PAGE>
Inflation - As most of the Company's projects have a duration of
less than one year from contract commitment to completion,
inflation has not had a significant impact on its business.
Liquidity and Capital Resources - Net cash provided by operations
for the year was $5.2 million versus $6.3 million the previous
year. Higher cash receipts from customers and lower taxes paid
were offset by proportionately greater cash payments to
subcontractors, suppliers and employees, producing lower net cash
in-flow despite higher revenue and profits. Cash receipts from
customers, although higher, were lower as a percentage of revenue
due to less favorable payment terms in certain contracts and
other issues which extended the period for billing and payment.
Net cash used in investing activities was $3.7 million
versus $29 million the prior year. The difference was due to a
reclassification in 1994 of certain investments from cash
equivalents to marketable securities, the effect of which was an
apparent, although not actual, large flow of cash from the former
to the latter classification. Capital expenditures were up 200%
to $6.9 million from $2.3 million the prior year. The Company
added to its field equipment, particularly in the areas of water
treatment and sediments handling. The level of future capital
expenditures will depend on the timing, nature and amount of the
Company's future business.
During the year the Company continued its policy, first
instituted in 1994, of paying regular quarterly dividends of
5-1/2 cents per share of Common Stock and 5 cents per share of
Class B Common Stock.
At year's end, the Company has working capital of $64.8
million versus $60.1 million the previous year. Working capital
included $48.7 million in cash, cash equivalents and marketable
securities. The Company expects that its existing funds and cash
generated by operations will be sufficient to meet all working
capital and capital investment needs for the foreseeable future.
The Company has available from a bank a $20 million line of
credit for stand-by letters of credit secured by marketable
securities and a $5 million unsecured working capital line of
credit. As of December 31, 1995, there were no outstanding
letters of credit or borrowing against these lines.
<PAGE>
Consolidated Statements of Earnings
(In thousands, except Years ended December 31,
per share data) 1995 1994 1993
REVENUE (Note 12) $ 102,472 $ 77,654 $ 69,176
_________ __________ _________
COSTS AND EXPENSES:
Costs of contracts:
Direct costs 77,413 56,050 48,761
Indirect costs 2,596 2,605 3,485
Selling, general and
administrative 8,612 7,475 7,099
_________ __________ _________
88,621 66,130 59,345
_________ __________ _________
EARNINGS FROM OPERATIONS 13,851 11,524 9,831
_________ __________ _________
OTHER:
Interest income 2,255 2,111 1,228
Interest expense (205) (220) (186)
Realized gain (loss) on sale
of marketable securities 62 590 (33)
_________ __________ _________
2,112 2,481 1,009
_________ __________ _________
EARNINGS BEFORE INCOME TAXES 15,963 14,005 10,840
INCOME TAXES (Notes 1 and 9) 5,844 5,000 4,065
_________ __________ _________
NET EARNINGS $ 10,119 $ 9,005 $ 6,775
========= ========== =========
EARNINGS PER SHARE (Note 1) $ 1.60 $ 1.42 $ 1.07
========= ========== =========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 6,344,458 6,334,400 6,321,500
========= ========== =========
CASH DIVIDENDS PER SHARE:
Common Stock $ 0.22 $ 0.11 $ 0.00
========= ========== =========
Class B Common Stock $ 0.20 $ 0.10 $ 0.00
========= ========== =========
See notes to consolidated financial statements.
<PAGE>
(In thousands except per share data) December 31,
1995 1994
Assets
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 4,226 $ 3,226
Marketable securities (Note 3) 44,474 46,994
Accounts receivable (Note 4) 26,575 25,147
Costs and estimated earnings on
contracts in progress in excess of
related billings (Note 5) 2,556 1,381
Prepaid expenses and other current assets 846 1,292
Deferred income taxes (Notes 1 and 9) 369 566
________ ________
Total current assets 79,046 78,606
________ ________
PROPERTY AND EQUIPMENT (Notes 1 and 6):
Land 308 199
Buildings and improvements 2,878 2,420
Construction and field equipment 14,197 8,436
Vehicles 3,731 3,282
Office furniture and equipment 1,393 1,305
_________ ________
22,507 15,642
Less accumulated depreciation 10,379 8,496
_________ ________
Total property and equipment, net 12,128 7,146
_________ ________
OTHER ASSETS 2,107 1,873
_________ ________
TOTAL ASSETS $ 93,281 $ 87,625
========= ========
See notes to consolidated financial statements.
<PAGE>
(In thousands except per share data) December 31,
1995 1994
Liabilities and Stockholders' Equity
CURRENT LIABILITIES:
Accounts payable:
Current $ 8,578 $ 7,702
Retentions 940 739
Note payable - current (Note 7) 749 0
Compensation, income taxes and other
current liabilities (Note 9) 703 1,764
Amounts billed in excess of costs
and estimated earnings
on contracts in progress (Note 5) 3,299 8,271
_________ _________
Total current liabilities 14,269 18,476
_________ _________
DEFERRED INCOME TAXES (Notes 1 and 9) 1,297 909
_________ _________
NOTES PAYABLE (Note 7) 2,000 2,000
_________ _________
CONTINGENCIES (Note 13) 0 0
_________ _________
STOCKHOLDERS' EQUITY (Notes 1, 8 and 11):
Common Stock, $.10 par value:
Authorized 12,000,000 shares,
Issued 1,908,975 and
1,883,725 shares 191 188
Class B Common Stock, $.10 par value:
Authorized 8,000,000 shares,
Issued 4,718,925 and
4,735,975 shares 472 474
Preferred Stock, $.10 par value:
Authorized 1,000,000 shares,
Outstanding - none 0 0
Additional paid-in capital 24,445 24,336
Retained earnings 53,468 44,651
_________ ________
78,576 69,649
Treasury stock (278,500 shares
common stock, at cost) (3,014) (3,014)
_________ ________
75,562 66,635
Unrealized gain (loss) on marketable
securities, net of tax (Note 3) 248 (295)
Cumulative translation adjustment (95) (100)
_________ ________
Total stockholders' equity 75,715 66,240
_________ ________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 93,281 $87,625
========= ========
<PAGE>
(In thousands) Years ended December 31,
1995 1994 1993
CASH FLOWS FROM OPERATING
ACTIVITIES:
Cash receipts from customers $ 94,852 $ 73,610 $ 70,189
Cash payments to subcontractors,
suppliers and employees (86,553) (63,164) (57,763)
Interest received 2,255 2,382 1,295
Interest paid (205) (220) (186)
Taxes paid (5,259) (6,394) (4,053)
Tax refunds received 84 65 44
_________ ________ ________
Net cash provided by
operating activities 5,174 6,279 9,526
_________ ________ ________
CASH FLOWS FROM INVESTING
ACTIVITIES:
Marketable securities activity 3,125 (27,127) (6,284)
Capital expenditures (6,890) (2,293) (1,173)
Change in notes receivable (1) 3 219
Proceeds from sales of fixed assets 30 440 69
_________ ________ ________
Net cash used in investing
activities (3,736) (28,977) (7,169)
_________ ________ ________
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash from issuance of new debt 749 0 0
Principal payments of debt 0 0 (229)
Proceeds from exercise of
stock options 110 225 0
Dividends paid (1,302) (649) 0
_________ ________ ________
Net cash used in financing
activities (443) (424) (229)
_________ ________ ________
EFFECT OF EXCHANGE RATE
CHANGES ON CASH 5 (4) (7)
_________ ________ ________
NET CHANGE IN CASH AND CASH
EQUIVALENTS 1,000 (23,126) 2,121
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 3,226 26,352 24,231
_________ ________ ________
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 4,226 $ 3,226 $26,352
========= ======== ========
See notes to consolidated financial statements.
<PAGE>
Years ended December 31,
1995 1994 1993
RECONCILIATION OF NET EARNINGS
TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Net earnings $ 10,119 $ 9,005 $ 6,775
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Bad debt expense 39 0 0
Depreciation and amortization 1,903 1,508 1,657
Increase in cash surrender
value of life insurance (251) (359) (272)
Deferred income taxes 585 (821) 70
Unrealized loss (gain) on
marketable securities 0 0 (4)
(Gain) loss on sale of
marketable securities (62) (590) 33
(Gain) loss on sale of fixed
assets (5) 34 (8)
Change in assets and liabilities
affecting cash flow:
Accounts receivable (1,467) (10,516) 1,295
Costs and estimated earnings
on contracts in progress
in excess of related
billings (1,175) 90 (881)
Prepaid expenses and other
current assets 416 (316) 261
Other assets 28 (24) (52)
Accounts payable 1,077 1,502 (10)
Compensation, income taxes
and other liabilities (1,061) 112 (80)
Amounts billed in excess of
costs and estimated earnings
on contracts in progress (4,972) 6,054 742
________ _______ _______
NET CASH PROVIDED BY
OPERATING ACTIVITIES $ 5,174 $ 6,279 $ 9,526
======== ======= =======
<PAGE>
Years ended December 31, 1995, 1994 and 1993 (In thousands, except share data)
<TABLE>
<CAPTION>
Unrealized
Gain
Class B Additional (Loss) on
Common Common Paid-In Retained Treasury Marketable Cumulative
Stock Stock Capital Earnings Stock Securities Translation
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1993 $ 164 $496 $24,075 $29,520 $(3,014) $ 0 $ (89)
Conversion of 14,250 shares
Class B common stock to
common stock 1 (1) 0 0 0 0 0
Translation adjustment 0 0 0 0 0 0 (7)
Net earnings 0 0 0 6,775 0 0 0
------ ---- ------- ------- ------- ----- ------
Balance, December 31,
1993 $ 165 $495 $24,075 $36,295 $(3,014) $ 0 $ (96)
Conversion of 209,375 shares
Class B common stock to
common stock 21 (21) 0 0 0 0 0
Issuance of 19,700 shares
upon the exercise of
stock options 2 0 223 0 0 0 0
Tax benefits arising from
the exercise of stock
options 0 0 38 0 0 0 0
Cash dividends paid 0 0 0 (649) 0 0 0
Unrealized loss on marketable
securities, net of tax 0 0 0 0 0 (295) 0
<PAGE>
Translation adjustment 0 0 0 0 0 0 (4)
Net earnings 0 0 0 9,005 0 0 0
------ ---- ------- ------- ------- ------ ------
Balance, December 31,
1994 $ 188 $474 $24,336 $44,651 $(3,014) $ (295) $ (100)
Conversion of 17,050 shares
Class B common stock to
common stock 2 (2) 0 0 0 0 0
Issuance of 7,800 shares
upon the exercise of
stock options 1 0 90 0 0 0 0
Tax benefits arising from
the exercise of stock
options 0 0 19 0 0 0 0
Cash dividends paid 0 0 0 (1,302) 0 0 0
Unrealized gain on
marketable securities,
net of tax 0 0 0 0 0 543 0
Translation adjustment 0 0 0 0 0 0 5
Net earnings 0 0 0 10,119 0 0 0
------ ---- ------- ------- ------- ------ ------
Balance, December 31,
1995 $ 191 $472 $24,445 $53,468 $(3,014) $ 248 $ (95)
====== ==== ======= ======= ======= ===== ======
See notes to consolidated financial statements.
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The Company specializes in hazardous
waste site remediation. All subsidiary companies are wholly owned
and are included in the consolidated financial statements of the
Company. All significant intercompany accounts and transactions
have been eliminated.
Description of the Business - Sevenson Environmental Services,
Inc. was incorporated in the State of Delaware on February 27,
1989. It is the successor, as a result of a merger completed
March 23, 1989, to a corporation of the same name incorporated in
New York in 1977. The Company provides a comprehensive range of
field services for the remediation of sites and facilities
contaminated by hazardous materials. The Company's site
remediation field services include on-site treatment,
containment, and excavation and removal of contaminated
materials. Other company services include the decontamination,
demolishing, and closing of deactivated industrial facilities and
industrial cleaning and decontamination services to operating
plants and refineries. The remediation process consists of three
phases, namely, site assessment, remedial design, and site
remediation. The third phase is the field implementation of the
site remediation plan and is the phase in which the Company
participates.
The Company provides its services in the United States and
Canada. The Company's customers include major industrial
corporations and government agencies. Because of the nature of
the Company's business, which involves large, discrete contracts
often completed within a year, customers that account for a
significant portion of revenue in one year may represent an
immaterial portion of revenue in subsequent years. Management
believes that the loss of the United States government as a
customer would have a material adverse effect on its business.
Related Party Transactions - The businesses of SCC Contracting,
Inc. ("SCC"), a construction company owned by the five principal
shareholders of the Company, and the Company have been, and are
expected to continue to be, operated out of office facilities
owned by the Company and both businesses have used, and are
expected to continue to use, to varying degrees, the Company's
office personnel, yard and shop facilities, computer resources,
equipment and services of the same management and other
personnel.
A formal agreement between the businesses was adopted to
provide guidelines for the performance and pricing of
intercompany services and use of facilities. This services
agreement specifies various formulae to determine charges to be
made for the provision of services and facilities and equipment
usage. The formulae are intended to fairly allocate expenses
between the businesses. During the years ended December 31, 1995,
1994 and 1993, expenses allocated to SCC amounted to
approximately $79,146, $199,000 and $260,000, of which $7,486,
$20,000 and $28,000 remained outstanding as of December 31, 1995,
1994 and 1993, respectively.
<PAGE>
Segment Information - The business operations of the Company are
concentrated in one segment.
Property, Equipment and Depreciation - Property and equipment
are carried at cost and are being depreciated using straight-line
methods over the estimated useful lives of the related assets.
Cash and Cash Equivalents - Cash and cash equivalents represent
demand deposits with banks, certificates of deposit held by banks
or financial institutions, money market funds and commercial
paper, all having original maturities of three months or less.
The Company places its temporary cash investments with high
credit quality financial institutions.
Method of Accounting for Contracts - The accompanying
consolidated financial statements have been prepared using the
percentage-of-completion method of accounting and, therefore,
take into account the costs, estimated earnings and revenue to
date on contracts not yet completed. The amount of revenue
recognized is not related to the progress billings to customers.
On all projects, the amount of earnings recognized at
statement date is that portion of the total estimated contract
earnings that the cost expended bears to the anticipated final
cost, based on current estimates of cost to complete the project.
Contract costs include all direct labor and benefits,
materials unique to or installed in the project, subcontractor
costs, outside vendor equipment rental and other direct costs
including shop and yard charges.
As contracts extend over one or more years, revisions in
cost and earnings estimates during the course of the project are
reflected in the accounting period in which the facts which
require the revision become known.
At the time a loss on a contract becomes known, the entire
amount of the estimated ultimate loss is recognized in the
consolidated financial statements.
Operating Cycle - Assets and liabilities related to contracts are
included in current assets and current liabilities in the
accompanying consolidated balance sheets, as they will be
liquidated in the normal course of contract completion, although
this may require more than one year.
Selling, General and Administrative Expenses - These expenses are
charged to operations as incurred and are not allocated to
contract costs.
Income Taxes - The Company provides for defer-red taxes on all
temporary differences (principally depreciation, prepaid
expenses, bad debts and contract reserves) which are transactions
reported for tax purposes in periods other than for financial
reporting purposes.
<PAGE>
Effective January 1, 1994, the Company prospectively adopted
SFAS No. 109 "Accounting for Income Taxes." The cumulative effect
of this change in accounting for income taxes was not
significant.
Foreign Operations - All assets and liabilities of operations
outside the United States are translated into U.S. dollars at
exchange rates in effect at the end of the period. Operating
results are translated at a weighted average of exchange rates in
effect during the year. Net unrealized gains and losses on
translation of foreign currency financial statements are recorded
in stockholders' equity, as a cumulative translation adjustment,
and will be included in income only upon sale or liquidation of
the underlying asset. Realized gains and losses resulting from
completed transactions are included in net earnings. Foreign
operations are not considered a significant component of the
Company's business.
Earnings Per Share - Earnings per share are based on the weighted
average number of shares of common stock outstanding during the
respective year. Outstanding stock options have been considered
in the earnings per share calculation when their effect is
dilutive.
Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities
and disclosure of contingent assets and liabilities at the date
of the financial statements during the reported period. Actual
results could differ from those estimates.
Reclassifications - Certain reclassifications of 1994 and 1993
balances have been made to conform with classifications used in
1995.
2. FORMATION OF SUBSIDIARIES
On February 25, 1993 the Company formed a new wholly-owned
subsidiary, Sevenson Environmental Services of PA, Inc. to engage
in hazardous waste remediation for sites in Pennsylvania.
3. MARKETABLE SECURITIES
The portfolio of marketable securities consists of equity
securities, debt securities, mutual funds and certificates of
deposit classified as available-for-sale or trading securities.
The Company adopted SFAS No. 115, "Accounting For Certain
Investments in Debt and Equity Securities," effective January 1,
1994. As such, investments in debt and equity securities are
reported at fair value estimated based upon quoted market prices
beginning January 1, 1994. Realized holding gains and losses are
included in earnings. Unrealized holding gains and losses for
available-for-sale securities are excluded from earnings and
reported as a separate component of stockholders' equity, net of
income taxes. Unrealized holding gains and losses for trading
securities would be included in earnings. Prior to January 1,
<PAGE>
1994, marketable securities were reported in accordance with SFAS
No. 12, "Accounting for Certain Marketable Securities," with
common and preferred stocks stated at the lower of cost or market
and municipal bonds and mutual funds stated at cost, which
approximated market.
A summary of marketable securities at December 31, 1995 and
1994 follows:
(In Thousands)
December 31,
1995 1994
Common stock $967 $ 1,200
Preferred stock 366 253
Municipal bond inventory 27,760 28,098
Mutual funds 4,881 3,377
Certificates of deposit 800 416
Trading securities - at market,
which approximates cost 9,700 13,650
_______ ______
Total $44,474 $46,994
======= =======
Gross unrealized holding gains and losses at December 31, 1995
totaled $417,000 and $28,000, respectively.
Contractual maturities for investments in debt securities
available-for-sale at December 31, 1995 (in thousands) are as
follows:
Due in one year or less $14,108
Due after one year through three years 5,883
Due after three years 7,769
_______
Total $27,760
=======
Actual maturities may differ from contractual maturities because
some issuers have the right to prepay obligations.
Proceeds from the sale of securities were $26,868,000 in 1995 and
$52,053,000 in 1994. Gross gains of $205,000 in 1995 and
$663,000 in 1994 and gross losses of $143,000 in 1995 and $73,000
in 1994 were realized on those sales. The cost of securities sold
is based on the specific identification method.
<PAGE>
4. ACCOUNTS RECEIVABLE
(In Thousands)
December 31,
1995 1994
Current estimates $22,710 $23,433
Retentions 3,711 1,588
Due from related companies,
officers and employees 194 166
Other 19 1
_______ _______
26,634 25,188
Less allowance for doubtful
accounts 41 41
_______ _______
Total $26,593 $25,147
======= =======
The Company anticipates that substantially all retentions will be
collected within the next year.
5. CONTRACTS IN PROGRESS
(In Thousands)
December 31,
1995 1994
Accumulated expenditures
on contracts $71,894 $65,139
Estimated earnings thereon 23,199 25,059
_______ _______
95,093 90,198
Less applicable progress
billings 95,836 97,088
_______ _______
Total $ (743) $(6,890)
======= =======
The contracts are shown in the accompanying consolidated balance
sheets as follows:
(In Thousands)
December 31,
1995 1994
Costs and estimated earnings
on contracts in progress
in excess of related billings $ 2,556 $ 1,381
Billings on contracts in excess
of costs and estimated
earnings (3,299) (8,271)
_______ _______
Total $ (743) $(6,890)
======= =======
<PAGE>
6. LINE OF CREDIT ARRANGEMENTS
Sevenson Environmental Services, Inc. has available from a bank,
two lines of credit. The first is a $20,000,000 line for the
issuance of Stand-by Letters of Credit with a term of two years
or less. This commitment is secured by a perfected first security
interest in managed liquid assets held by the Company at
specified percentages available against market value. The second
is a $5,000,000 line to be utilized for working capital, the
issuance of Stand-by Letters of Credit and the acquisition or
lease of equipment. Draws for working capital will be on demand,
unsecured except for any excess value in the assigned liquid
assets securing the $20,000,000 line and bear interest at the
Bank's prime rate. Draws for stand-by letters of credit have
terms of 180 days or less. Draws for the acquisition or lease of
equipment are limited to a total of $1,500,000 and are on a term
basis, secured by the specific equipment financed, and bear
interest at the Bank's prime rate plus one-half percent, or if
elected, at a fixed rate based on the Treasury Securities yield
corresponding to the maturity of the equipment loan plus 250
basis points. There are no compensating balance arrangements in
connection with these lines. As of December 31, 1995 there were
no outstanding borrowings under these lines.
7. NOTES PAYABLE
Notes payable represent amounts owing to the former shareholders
of a construction company purchased by the Company in 1981.
Interest on these notes accrues at the rate of 9% per annum.
These notes must be repaid within six months after each former
shareholder's death. Repayment has been funded by insurance on
the life of each former shareholder. An additional note for
$749,323 was entered into during 1995 with KDC Financial. This
note is payable in twelve monthly installments of $63,468
beginning January 15, 1996.
8. CAPITAL STOCK
The authorized capital stock of the Company consists of
12,000,000 shares of Common Stock, $.10 par value, 8,000,000
shares of Class B Common Stock, $.10 par value, and 1,000,000
shares of Preferred Stock, $.10 par value. The Company has issued
1,908,975, 1,883,725 and 1,654,650 shares of Common Stock and
4,718,925, 4,735,975 and 4,945,350 shares of Class B Common Stock
as of December 31, 1995, 1994 and 1993, respectively. No shares
of Preferred Stock have been issued. Holders of Common Stock are
entitled to elect 25% of the Board of Directors so long as the
number of outstanding shares of Common Stock is at least 10% of
the total number of outstanding shares of both classes of Common
Stock.
Except for the election or removal of Directors
as described above and except for class votes as required by law,
holders of both classes of common stock vote as a single class on
all matters, with each share of Common Stock having one vote per
share and each share of Class B Common Stock having ten votes per
share.
<PAGE>
Cash or property dividends to the holders of common stock
may be paid as follows:
(i) cash or property dividends may be declared and paid on
the Common Stock without being declared and paid on the
Class B Common Stock; and
(ii) no cash or property dividends may be declared and paid
on the Class B Common Stock unless dividends at least
10% greater in amount per share are paid concurrently
on the Common Stock.
Dividends paid in shares of Common Stock or Class B Common
Stock may be paid as follows:
(i) shares of Common Stock may be paid to holders of shares
of Common Stock or, if there is no Common Stock
outstanding, to holders of Class B Common Stock, and
shares of Class B Common Stock may be paid to holders
of Class B Common Stock; and
(ii) the same number of shares shall be paid in respect of
each outstanding share of Common Stock and Class B
Common Stock.
At the option of the holder of record, each share of Class B
Common Stock is convertible at any time into one share of Common
Stock. During 1995, 1994 and 1993, 17,050, 209,375 and 14,250
shares, respectively, of Class B Common Stock were converted into
shares of Common Stock.
The authorized Preferred Stock is available for issuance
from time to time in the future at the discretion of the Board of
Directors of the Company, without stockholder approval. The Board
of Directors has authority to prescribe for each series of
Preferred Stock it establishes, the relative ranking with other
series, the voting rights, if any, the dividend rate, the
redemption and liquidation rights, the conversion rights, if any,
and any other rights, preferences, qualifications, limitations or
restrictions of the particular series.
The stockholders have entered into an agreement pursuant to
which they have a pro rata right of first refusal to purchase
shares of Class B Common Stock proposed to be sold or disposed of
by any of them to persons other than family members or executive
officers of the Company and their family members, so long as such
persons are approved by a majority in interest of the holders of
Class B Common Stock. To the extent the rights of first refusal
are not exercised, such rights may be assigned to the Company.
Transferees take their shares of Class B Common Stock subject to
the Stockholders Agreement. If the right of first refusal is not
exercised, the party proposing to dispose of Class B Common
Stock must, prior to the disposition, convert such shares into
shares of Common Stock.
<PAGE>
The Class B stockholders are parties to a Voting Agreement
pursuant to which all shares of Class B Common Stock are to be
voted in accordance with the majority vote, except in situations
in which there exist certain conflicts of interest. The Voting
Agreement is for a term of ten years and is subject to renewal.
In November of 1990, the Board of Directors approved a plan
to repurchase up to 200,000 shares, or three percent of its
common stock. In August 1992, the Board of Directors increased
the number of shares to 300,000, or 5% of its common stock.
In August 1995, the Board of Directors increased the number of
shares to 500,000, or 8% of its common stock. As of December 31,
1995 the Company had repurchased a total of 278,500 shares for
$3,014,000.
9. INCOME TAXES
The provision for income taxes is comprised of the
following:
(In Thousands)
Year ended December 31,
1995 1994 1993
Currently payable
(refundable): $4,258 $4,286 $2,970
Federal 1,306 1,208 1,025
______ ______ ______
5,564 5,494 3,995
______ ______ ______
Deferred:
Federal 214 (391) 60
State 66 (103) 10
______ ______ ______
280 (494) 70
______ ______ ______
Total $5,844 $5,000 $4,065
====== ====== ======
A reconciliation of the federal statutory income tax rate to
the effective income tax rate is as follows:
Year ended December 31,
1995 1994 1993
Provision based on
statutory rate 35.0% 35.0% 35.0%
State income taxes,
net of federal tax
benefit 5.7 5.9 5.8
Tax-exempt interest
and dividends (4.3) (4.3) (2.9)
Other 0.2 (0.9) (0.4)
______ ______ ______
Total 36.6% 35.7% 37.5%
====== ====== ======
<PAGE>
Deferred taxes relating to temporary differences in the
recognition of revenues and expenses for tax and financial
reporting purposes are as follows:
(In Thousands)
Year ended December 31,
1995 1994 1993
Depreciation $ 396 $ (45) $ (51)
Prepaid expenses (116) 28 134
Bad debts 0 27 (25)
Contract reserves (14) (559) 0
Other 14 55 12
______ ______ ______
Total $ 280 $(494) $ 70
====== ====== ======
At December 31, 1995, the components of net deferred tax
assets/liabilities are as follows:
Total of all deferred tax assets $ 744,000
Total of all deferred tax liabilities $ 1,672,000
No valuation allowance has been provided on the above deferred
tax assets.
The Company and its domestic subsidiaries file a consolidated
U.S. Federal income tax return. Such returns have been audited and
settled through the year 1992.
10. PENSION PLANS
The Company makes contributions to industry-wide pension and
welfare funds for union employees. Other eligible employees
participate in Company-sponsored defined contribution plans for
which contributions are made at the rate of 7.0% of defined
compensation up to $60,600 and then 10.5% thereafter. No
contribution will be calculated on compensation
in excess of $150,000.
Total pension expense for the years ended December 31, 1995,
1994 and 1993 amounted to $2,580,000, $2,164,000 and $1,486,000,
respectively, including $447,000, $485,000 and $409,000,
respectively, applicable to the Company-sponsored plans.
In addition, the Company has a profit-sharing plan covering
most regular non-union employees. The amount of contribution, if
any, is at the discretion of the Board of Directors, and is not to
exceed the maximum amount deductible for income tax purposes.
Contributions of $300,000, $250,000 and $180,000 were made for the
years ended December 31, 1995, 1994 and 1993, respectively.
<PAGE>
11. INCENTIVE STOCK PLAN
Effective March 1, 1989, the Company adopted the Sevenson
Environmental Services, Inc. 1989 Incentive Stock Plan. The Plan is
administered by the Compensation Committee of the Board of
Directors and no member of the Committee may participate in the
Plan, except that non-employee Directors, who may be members of the
Committee, will receive a non-discretionary option of 3,000 shares
of common stock thirty business days after their election to the
Board. The Plan authorizes the Committee to grant to key employees,
as it sees fit, incentive stock options, nonqualified stock
options, stock appreciation rights and restricted stock. No
incentive stock options may be granted after March 1, 1999. Up to
200,000 shares of Common Stock are available for issuance under the
Plan.
Incentive stock options may be granted with durations of no
more than ten years from the date of grant and the option price per
share of incentive and nonqualified stock options and stock
appreciation rights may not be less than the fair market value of
the Common Stock at the time the option is granted. The total
number of shares granted under these options at December 31, 1995
is 139,000, of which 61,700 shares are currently exercisable and
12,000 shares have been terminated. These options expire ten years
from the date the options were granted and are subject to
forfeiture if certain employment requirements are not met.
The following summarizes incentive stock option activity for
the three years ended December 31, 1995:
Price Ranges
Shares Per Share
Outstanding
January 1, 1993 88,500 $11.00-$19.75
Granted 12,000 $14.00
Cancelled (2,500) $11.00-$12.00
______
Outstanding
December 31, 1993 98,000 $11.00-$19.75
Exercised (19,700) $11.00-$12.00
Cancelled (1,000) $11.00-$12.00
______
Outstanding
December 31, 1994 77,300 $11.00-$19.75
Granted 35,000 $17.25
Exercised (7,800) $11.00-$12.00
Cancelled (2,000) $11.00-$12.00
Outstanding
December 31, 1995 102,500
=======
The Plan also provides for the award of shares of the
Company's Common Stock subject to restrictions on disposition
("Restricted Stock"). While the restrictions remain in effect, the
participant cannot sell or transfer the shares of Restricted Stock,
<PAGE>
but he or she has the other rights of a stockholder, including the
right to vote and to receive dividends. Restricted Stock awarded
under the Plan is subject to the terms and conditions of the Plan
and to other terms and conditions as the Committee specifies. The
participant will forfeit to the Company his Restricted Stock if his
employment with the Company and its subsidiaries terminates for any
reason excepting death, prior to the expiration of the
restrictions.
No Restricted Stock has been awarded under the Plan.
12. MAJOR CUSTOMERS
The Company's largest customer in 1995 accounted for 23% of 1995
revenues. The Company's four largest customers in 1994 accounted
for 25%, 23%, 16% and 12% of 1994 revenues. The Company's two
largest customers in 1993 accounted for 29% and 23% of 1993
revenues. Due to the nature of the Company's business, major
customers fluctuate from year to year. No other customer accounted
for more than 10% of total revenues in any of the three years
in the period ended December 31, 1995.
13. CONTINGENCIES
The Company is a defendant or plaintiff in various claims and
lawsuits arising in the normal course of business. The ultimate
outcome of these actions cannot presently be determined and no
provision for loss or gain, if any, that may result has been made
in the accompanying consolidated financial statements. It is the
opinion of management that there will not be any material adverse
effects on the Company's consolidated financial statements as a
result of these actions.
14. BACKLOG
The following is an analysis of the Company's backlog of signed
contracts at December 31, 1995, 1994 and 1993:
(In Thousands)
1995 1994 1993
Backlog, January 1 $ 58,404 $43,644 $ 31,888
New contracts 75,166 87,588 71,676
Revenues from
construction contracts (103,505) (79,055) (71,006)
Contract adjustments, net 13,548 6,227 11,086
________ _______ _______
Backlog, December 31 $ 43,613 $58,404 $ 43,644
======== ======= ========
<PAGE>
16. QUARTERLY RESULTS (UNAUDITED)
Unaudited summarized results for each quarter in 1995, 1994 and
1993 are as follows (in thousands, except per share data):
First Second Third Fourth
Quarter Quarter Quarter Quarter
1995:
Revenue $19,862 $24,980 $29,428 $28,202
Gross margin 4,002 6,113 7,176 5,172
Provision for income
taxes 840 1,640 2,180 1,184
Net earnings 1,458 2,851 3,790 2,020
Net earnings per share 0.23 0.45 0.60 0.32
1994:
Revenue $ 9,475 $15,974 $24,206 $27,999
Gross margin 1,508 5,265 6,562 5,664
Provision for income
taxes 28 1,693 2,020 1,259
Net earnings 234 2,517 3,433 2,821
Net earnings per share 0.04 0.39 0.55 0.44
1993:
Revenue $11,088 $16,287 $20,601 $21,200
Gross margin 2,268 4,004 5,429 5,229
Provision for income
taxes 255 890 1,505 1,415
Net earnings 563 1,494 2,475 2,243
Net earnings per share 0.09 0.24 0.39 0.35
<PAGE>
Independent Auditors' Report
Board of Directors and Stockholders
Sevenson Environmental Services, Inc.
Niagara Falls, New York
We have audited the accompanying consolidated balance sheets of
Sevenson Environmental Services, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements
of earnings, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1995. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of
Sevenson Environmental Services, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting
principles.
As discussed in Note 3 to the financial statements the Company has
changed its method of accounting for certain investments in debt
and equity securities effective January 1, 1994 to conform with the
Statement of Financial Accounting Standards No. 115.
DELOITTE & TOUCHE LLP
Buffalo, New York
February 9, 1996
<PAGE>
Management
Board of Directors
Michael A. Elia
President and
Chief Executive Officer
Arthur A. Elia
Former President and
Chief Executive Officer
Laurence A. Elia
Vice President
President, Sevenson
Environmental Ltd.
Richard A. Elia
Executive Vice President
William J. McDermott
Vice President,
Chief Financial Officer
and Secretary
Dena M. Armstrong
Treasurer and
Assistant Vice President
Joseph J. Castiglia
Former President and
Chief Executive Officer,
Pratt & Lambert United, Inc.
(paint, industrial coatings and
adhesives manufacturer)
Robert S. Kelso
Former President and
Chief Executive Officer,
Calspan Corporation
(an aerospace research and
development company)
Audit Committee
Joseph J. Castiglia
Robert S. Kelso
Officers
Michael A. Elia
President and
Chief Executive Officer
Richard A. Elia
Executive Vice President
Laurence A. Elia
Vice President
<PAGE>
William J. McDermott
Vice President,
Chief Financial Officer
and Secretary
Dena M. Armstrong
Treasurer and
Assistant Vice President
Paul C. Thomson
Vice President
Mason G. Wheeler
Vice President
Paul J. Hitcho, Ph.D.
Vice President and
Director of Health and Safety
John C. Robbins, P.E.
Vice President
Philip R. DeLuca
Vice President
Michael L. Lock
Vice President
Thomas J. Barnes
Vice President
Corporate Information
Headquarters
2749 Lockport Road
Niagara Falls, NY 14302-0396
(716) 284-0431
Offices
Pittsburgh
100 Rock Springs Road
Delmont, PA 15626
(412) 468-3377
Philadelphia
4 Lake View Drive
Chadds Ford, PA 19317
(215) 388-0721
Baton Rouge
17564 Vaughn Lane
Livingston, LA 70754
(504) 698-3900
Chicago
9245 Calumet Avenue, Suite 101
Munster, Indiana 46321
(219) 836-0116
<PAGE>
Subsidiaries
Sevenson Industrial
Services, Inc.
2749 Lockport Road
Niagara Falls, NY 14302-0396
(716) 281-0431
Sevenson Environmental, Ltd.
2749 Lockport Road
Niagara Falls, NY 14302-0396
(716) 284-0431
Waste Stream
Technology Inc.
302 Grote Street
Buffalo, NY 14207
(716) 876-5290
<PAGE>
EXHIBIT 22
List of Subsidiaries
All Wholly-Owned
Subsidiary Where Incorporated
Sevenson Environmental Ltd. Canada
Waste Stream Technology Inc. Delaware
Sevenson International Environmental
Services, Inc. Delaware
Sevenson Industrial Services, Inc. Delaware
Sevenson Environmental Services of PA, Inc. Pennsylvania
<PAGE>
INDEPENDENT AUDITORS' REPORT ON SCHEDULES
We have audited the consolidated financial statements of Sevenson
Environmental Services, Inc. and subsidiaries as of December 31,
1995 and 1994, and for each of the three years in the period ended
December 31, 1995, and have issued our report thereon dated
February 9, 1996; such consolidated financial statements and report
are included in your 1995 Annual Report to Stockholders and are
incorporated herein by reference. Our audits also included the
financial statement schedule of Sevenson Environmental Services,
Inc. and subsidiaries, listed in Item 14. This financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth
therein.
Deloitte & Touche LLP
Buffalo, New York
February 9, 1996
<PAGE>
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E
Additions
Charged
Balance at Charged to to Other
Beginning Cost and Accounts - Deductions Balance at
Description of Period Expenses Describe Describe End of Period
Allowance
for doubtful
accounts
1993 $ 40,575 $79,743 $ 0 $12,219 (1) $108,099
1994 108,099 0 0 67,524 (1) 40,575
1995 40,575 0 0 0 40,575
(1) Accounts written off net of collections on accounts receivable
previously written off.
<PAGE>
</TABLE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 4,226
<SECURITIES> 44,474
<RECEIVABLES> 26,575
<ALLOWANCES> 41
<INVENTORY> 2,556
<CURRENT-ASSETS> 79,046
<PP&E> 22,507
<DEPRECIATION> 10,379
<TOTAL-ASSETS> 93,281
<CURRENT-LIABILITIES> 14,269
<BONDS> 2,000
0
0
<COMMON> 663
<OTHER-SE> 77,913
<TOTAL-LIABILITY-AND-EQUITY> 93,281
<SALES> 102,472
<TOTAL-REVENUES> 102,472
<CGS> 80,009
<TOTAL-COSTS> 80,009
<OTHER-EXPENSES> 8,612
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 205
<INCOME-PRETAX> 15,963
<INCOME-TAX> 5,844
<INCOME-CONTINUING> 10,119
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,119
<EPS-PRIMARY> 1.60
<EPS-DILUTED> 1.60
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