SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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, 1996
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 [ ]
Exhibit Index appears on Page 22
Page 1 of 55
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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 18, 1997, 1,604,425 shares of Common Stock were
outstanding, and the aggregate market value (based on the average
bid and asked price quoted on the Nasdaq National Market tier of
The Nasdaq Stock Market on March 18, 1997) of the Common Stock
held by non-affiliates was approximately $26.7 million. As of
the same date, 4,702,975 shares of Class B Common Stock were
outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 1997 Annual
Meeting of Shareholders and 1996 Annual Report to Stockholders
are incorporated by reference into Part III hereof.
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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
off-site transportation, storage or hazardous waste disposal
facilities. When required, the Company sub-contracts with
licensed third parties 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 Years Ended December 31,
(In Millions) 1996 1995 1994
Public Sector $26.0 (30%) $17.7 (17%) $15.4 (20%)
Private Sector $59.7 (70%) $84.8 (83%) $62.0 (80%)
_______________________________________
Total $85.7 $102.5 $77.4
The Company's customers include major industrial corporations and
government agencies. Since entering the business in 1979, the
Company has performed over 600 contracts including contracts at
67 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.
The Company's operations are conducted in the eastern United
States, principally in the Northeast. It currently operates
through offices in Niagara Falls, New York, Delmont (Pittsburgh),
Pennsylvania, Chadds Ford (Philadelphia), Pennsylvania, Munster
(Chicago, Illinois), Indiana and Baton Rouge, Louisiana. The
operations of Waste Stream Technology Inc., the Company's
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bioremediation subsidiary, are conducted at office, laboratory
and shop facilities in Buffalo, New York.
The Remediation Process
A 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 third phase, field
implementation of site remediation plans, the Company draws on
project management expertise derived from over 18 years of
hazardous waste site remediation experience. The Company
believes that this expertise enables it to accurately assess the
costs and risks of site remediation projects and that its
experience and reputation for safe and timely completion of such
projects 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
characterized the remediation process for much 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
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
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currently pending in Congress. The Superfund program, other
regulatory programs at the federal and state levels 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 over 1200 existing and proposed
sites on the EPA's National Priorities List ("NPL"); cleanup has
been completed at approximately 400 of those sites. 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 or state government agencies may fund the project
directly and take legal action against the identifiable PRPs for
recovery of expenses and damages. Also, efforts during 1997 to
finalize the regulations for the RCRA Corrective Action Program,
which addresses the clean-up of active manufacturing facilities,
should result in more private sector clean-up projects. However,
there can be no assurance that these regulations will be
finalized on this schedule and, if finalized, how many clean-up
projects may result.
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. The Company provides an individual
service or a combination of these services in a specific
remediation project, as required.
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
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
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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.
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.
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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
mounted wet/dry vacuum units capable of moving up to 5,000 cubic
feet of air per minute.
Brownfields
The Brownfields business is the acquisition, cleanup and
disposition for profit of a contaminated site. Since 1995 the
Company has been exploring opportunities in this business. In
the second half of 1996 the Company acquired interests in two
Brownfield sites which are currently under cleanup.
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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 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
The Company markets its services nationwide with a concentration
in the Northeast and Midwest.
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 environmental problems and
maintaining communication with consulting engineering firms,
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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 87%, 86% and 77% of revenues for
1996, 1995 and 1994, respectively, were the result of work
awarded on the basis of competitive bids in both the public and
private sectors.
Customers
The Company's two largest customers in 1996 accounted for 22% and
22% of 1996 revenues. 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. No other customer accounted for more than 10% of total
revenues in any of the three years in the period ended
December 31, 1996. 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 28, 1997, the Company had an estimated backlog of
work under contracts believed to be firm of approximately $62.0
million, as compared with an estimated backlog of approximately
$58.5 million and $63.0 million on February 28, 1996 and February
28, 1995, respectively.
The value of backlog is subject to change as the scope of work on
projects changes. Customers generally retain the right to change
the scope of work or projects and to receive 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 $62.0 million at February 28, 1997 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.
Insurance and Bonding
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 pollution liability insurance for the project. The
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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 uses third-party subcontractors when
required 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
General. 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 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
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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 generally 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 NPL-listed 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. Superfund requires the EPA to establish a
National Priorities List ("NPL") of certain 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
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.
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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, the Toxic Substances Control
Act and RCRA. 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 18, 1997, the Company had 233 full-time employees of
whom 13 were officers, 67 were project management, engineering
and estimating personnel, 39 were scientists and technical
personnel, 7 were in business development and marketing, 35 were
administrative personnel and 72 were field and shop personnel.
In addition, the Company employs approximately from 150 to 200
field workers at any given time 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.
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.
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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 28, 1997:
Property Location Square Footage Lease Expiration
Headquarters, shop
and yard facilities Niagara Falls, NY 55,000 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 November 30, 1999
Waste Stream Buffalo, NY 52,000 Owned
Technology Inc.,
office, laboratory
and shop
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.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company and their respective ages
and positions with the Company are as follows:
Name Age Title
Michael A. Elia 45 President, Chief Executive Officer and
Director
Laurence A. Elia 46 Vice President and Director
Richard A. Elia 43 Executive Vice President and Director
William J. McDermott 47 Vice President-Finance, Secretary and
Director
Dena M. Armstrong 39 Treasurer, Assistant Vice President-
Finance and Director
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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 State 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.
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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 tier of The Nasdaq
Stock Market under the symbol "SEVN". There is no market for the
Company's Class B Common Stock.
The following table sets forth the high and low price of the
Company's Common Stock as reported on the Nasdaq National Market
tier of The Nasdaq Stock Market for the periods indicated:
YEAR QUARTER HIGH LOW
1 4th Quarter 18 1/4 15 1/4
9 3rd Quarter 18 1/4 15 1/4
9 2nd Quarter 20 1/2 15 3/4
6 1st Quarter 19 1/4 15 1/2
_________________________________________
1 4th Quarter 19 16 1/2
9 3rd Quarter 22 17
9 2nd Quarter 19 1/2 15 3/4
5 1st Quarter 16 3/4 15 1/4
_________________________________________
1 4th Quarter 19 1/4 15 3/4
9 3rd Quarter 19 1/2 17 3/4
9 2nd Quarter 19 1/4 16 3/4
4 1st Quarter 18 1/4 15
(b) Approximate Number of Holders of Each Class of Common Stock.
As of March 18, 1997, 1,604,425 shares of the Company's Common
Stock were outstanding and the number of holders of record of
that class on that date was 60. 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
4,702,975 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. 1996 Annual Report to Stockholders is incorporated herein by
reference.
15
<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. 1996 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, 1996 and 1995, and the related
Consolidated Statements of Earnings, Stockholders' Equity and
Cash Flows for each of the three years in the period ended
December 31, 1996, together with the report thereon of Deloitte &
Touche LLP dated February 7, 1997, are contained on pages 9
through 23 of the Sevenson Environmental Services, Inc. 1996
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 Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
16
<PAGE>
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 involving the election of directors at its 1997 Annual
Meeting of Stockholders which the Company will file with the
Securities and Exchange Commission pursuant to Schedule 14A under
the Securities Exchange Act of 1934, as amended, not later than
120 days after December 31, 1996 and is incorporated herein by
reference. Information related to Executive Officers of the
Company appears on page 13 of this Annual Report on Form 10-K.
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 1997
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 1997 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 1997 Annual Meeting of Stockholders and is incorporated
herein by reference.
17
<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. 1996 Annual
Report to Stockholders are incorporated by reference
into this Annual Report on Form 10-K.
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 Auditor's Report on
Schedules....................................... 19
Valuation and Qualifying Accounts............... 20
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 22 of this
Annual Report on Form 10-K.
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, 1996.
(c) Exhibits Filed. See Item 14(a)(3) above.
(d) Financial Statement Schedules. See Item 14(a)(2) above.
18
<PAGE>
INDEPENDENT AUDITORS' REPORT ON SCHEDULES
We have audited the consolidated financial statements of Sevenson
Environmental Services, Inc. and subsidiaries as of December 31,
1996 and 1995, and for each of the three years in the period
ended December 31, 1996, and have issued our report thereon dated
February 7, 1997; such consolidated financial statements and
report are included in your 1996 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 and Touche LLP
Buffalo, New York
February 7, 1997
19
<PAGE>
<TABLE>
SEVENSON ENVIRONMENTAL SERVICES, INC. SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
____________________________________________
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions
___________________________
Description Balance at Charged to
Beginning Cost and Charged to Deductions Balance at
of Period Expenses Other Accounts Describe End of Period
Allowance for
doubtful accounts
<S> <C> <C> <C> <C> <C>
1994 $108,099 $0 $0 $67,524(1) $40,575
1995 40,575 0 0 0 40,575
1996 40,575 0 0 0 40,575
(1) Accounts written off net of collections on accounts receivable previously written
off.
</TABLE>
20
<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, 1997.
SEVENSON ENVIRONMENTAL SERVICES, INC.
/s/ William J. McDermott
______________________________________
William J. McDermott
Vice President and Chief Financial Officer
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 President Arthur A. Elia, Director
(Chief Executive Officer)
/s/ Richard A. Elia /s/ Laurence A. Elia
Richard A. Elia, Director and Executive Laurence A. Elia, Director and
Vice President Vice President
/s/ William J. McDermott /s/ Dena M. Armstrong
William J. McDermott, Director, Vice Dena M. Armstrong, Director,
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
21
<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 1996 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
<PAGE>
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
________________________
* Incorporated by reference to the same exhibit numbers in the
Company's registration statement on Form S-1 (File No.
33-27287) dated April 18, 1989.
** 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).
23
<PAGE>
EXHIBIT 13
1996 Annual Report to Stockholders
24
<PAGE>
<TABLE>
<CAPTION>
Five-Year Selected Financial Data (In thousands, except per share amounts)
Years Ended December 31,
___________________________________________________________________________
1996 1995 1994 1993 1992
___________________________________________________________________________
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue $ 85,749 $102,472 $77,654 $69,176 $69,010
Earnings from Operations 6,946 13,851 11,524 9,831 7,717
Net Earnings:
Continuing Operations 6,282 10,119 9,005 6,775 5,576
Discontinued Operations -- -- -- -- (220)
Total 6,282 10,119 9,005 6,775 5,356
___________________________________________________________________________
Earnings (Loss) Per Share:
Continuing Operations $ .99 $ 1.60 $ 1.42 $ 1.07 $ .87
Discontinued Operations -- -- -- -- (.04)
_______________________________________________
$ .99 $ 1.60 $ 1.42 $ 1.07 $ .83
___________________________________________________________________________
BALANCE SHEET DATA:
DECEMBER 31
Working Capital $ 65,738 $64,777 $60,130 $52,592 $45,386
Total Assets 97,085 93,281 87,625 71,766 64,505
Long-Term Debt (including
current maturities) 2,331 2,749 2,000 2,000 2,229
Stockholders' Equity 80,135 75,715 66,240 57,920 51,152
___________________________________________________________________________
</TABLE>
25
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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,
________________________
1996 1995 1994
Revenue........................ 100.0% 100.0% 100.0%
Gross Profit................... 23.7 24.5 27.8
Indirect Costs................. 4.5 2.5 3.4
Selling, General &
Administrative Expenses....... 11.2 8.4 9.6
Earnings from Operations....... 8.1 13.5 14.8
Earnings Before Income
Taxes......................... 10.9 15.6 18.0
Earnings from Continuing
Operations.................... 7.3 9.9 11.6
1996 Versus 1995 - Revenue for 1996 was $85.7 million, a 16%
decline from 1995's revenue of $102.5 million. Revenue was lower
due to difficulty the Company and the industry in general
experienced in obtaining new contracts during a period which
extended from the third quarter of 1995 into the second quarter
of 1996. This difficulty was chiefly due to delays in awards of
federally-funded projects associated with the federal budget
impasse of that period. The impasse directly affected federal
contracts which the Company was anticipating and indirectly
affected privately funded cleanup projects by causing an increase
in competition for those projects. As the year progressed,
conditions gradually improved and the Company experienced greater
success in securing contracts. By the end of the year the
Company had secured a record $107 million in new contracts or
additions to existing contracts and had a contract backlog of
$64.9 million, which was also a record. This favorable trend has
continued into the first quarter of 1997.
Gross profit (revenues less direct cost) as a percentage of
revenue was slightly lower at 23.7% compared to 24.5% in 1995.
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 the range of 20 to 30%. Thus, the Company
considers the annual gross margin achieved in 1996 and in the two
previous years to be within the normal range. The decline in
26
<PAGE>
gross margin percentage in 1996 from the two previous years is
attributed to the above-mentioned increase in competition for
privately funded projects and to the fact that revenue from
larger projects, which have higher margins, constituted a lower
percentage of total revenue than in the previous two years.
Indirect costs were up substantially, increasing 46% to $3.8
million from $2.6 million in 1995. The largest increase occurred
in equipment depreciation expense, which accounted for over one-
third of the total increase. Other significant increases
occurred in equipment-related expense and in insurance expense.
Higher equipment-related expenses were incurred in servicing the
Company's larger fleet of equipment and in rental of specialized
equipment necessary to service certain projects. Insurance
expense was higher due to a reserve for an accident involving an
employee.
Selling, general and administrative expense increased 12% to $9.6
million from $8.6 million in 1995. Increases occurred in
virtually all categories despite lower revenue. A majority of
the increase occurred in categories which are mostly unrelated to
the level of current operations, such as professional fees and
health insurance expense. Significant increases also occurred in
business development and acquisition-related categories, which
also do not correlate directly with current operations (but can,
as in 1996, correlate with new business as evidenced by the
Company's record backlog at year end).
Interest income was down 4% to $2.2 million from $2.3 million.
The decrease was due to lower interest rates and lower invested
balances.
The effective tax rate was 32.8% versus 36.6% for 1995. The
lower effective rate was chiefly due to lower earnings from
operations as a percentage of pre-tax earnings versus interest
income. Interest income consists primarily of tax-exempt and
dividend income which have a lower effective tax rate.
1995 Versus 1994 - 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 1995 with a record backlog of
$58 million. Favorable weather conditions in the first and
second quarters of that 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 1995 to a record level.
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
27
<PAGE>
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 1995 was $43.6 million. Backlog at the end of 1994
was $58.4 million.
Gross profit as a percentage of revenue was 24.5% in 1995 versus
27.8% in 1994. In both years, higher profit margins on larger
projects contributed significantly to overall profit margin,
albeit not as much in 1995 as in 1994 when larger projects
contributed more to revenue. The Company considers gross margin
in the range of 20 to 30% to be normal.
Indirect costs were essentially the same in both years at $2.6
million. Depreciation and amortization expense was higher in
1995 ($1.9 million versus $1.5 million) due to $6.9 million in
equipment purchases during that year. This was offset by higher
credit adjustments to insurance expense and the reclassification
of certain indirect expense to SG&A expense.
Selling, general and administrative expense for 1995 was $8.6
million versus $7.5 million in 1994. 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% in 1995 to $2.3 million from $2.1
million the prior year due to higher invested balances and higher
interest rates.
The effective tax rate for 1995 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 1995's level of taxable
income.
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. 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
28
<PAGE>
results of operations are not necessarily indicative of results
to be achieved for full fiscal years.
1996 Net
Quarter Revenue Earnings
________________________________________________________________
(In thousands)
1st...................... $13,858 $ 483
2nd...................... 19,092 1,985
3rd...................... 23,374 1,816
4th...................... 29,425 1,998
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
Liquidity and Capital Resources - Despite lower revenue and
profit versus 1995, net cash provided by operations in 1996 was
$7.2 million or 38% higher than the $5.2 million in 1995. The
increase was due to lower tax payments. Tax payments were lower
due to lower operating profits and timing differences in
payments.
Net cash used in investing activities was $7.5 million in 1996
versus $3.7 million in 1995. Investment of cash in marketable
securities and proceeds from the sale of fixed assets accounted
for the increase, offset in part by lower capital expenditures.
Although capital expenditures were lower relative to 1995, at
$5.4 million such expenditures were high by historical standards.
Over the last two years the Company's capital expenditures have
totaled $12.3 million versus a total of $4.5 million over the
prior three year period (1994, 1993 and 1992). The level of
future capital expenditures will depend on the nature, timing and
volume of the Company's future business. The Company's policy
has been to purchase rather than rent equipment when both an
immediate and foreseeable future need for such equipment
justifies purchase.
The Company 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. Total dividends paid were $1.3 million.
During the year the Company repurchased 45,400 shares of Common
Stock at a cost of $709,000. The Board of Directors has
authorized the repurchase of up to 500,000 shares of which
323,900 had been repurchased through December 31, 1996.
29
<PAGE>
In 1995 the Board of Directors authorized the Company to pursue
the business strategy of acquiring, cleaning-up and disposing of
"Brownfield" sites, real property that is unmarketable or of
substantially reduced value due to the presence of contamination.
In 1996 the Company acquired interests in, and commenced the
cleanup process at two Brownfield sites. The Company's
investment to date in these sites is $2 million. The Company
will invest further funds in the cleanup of these sites and
intends to make further investments in the Brownfield
redevelopment business. The Company's ultimate, total investment
in this business will depend upon the Company's success in
finding and acquiring suitable Brownfield sites.
On December 31, 1996, the Company had working capital of $65.7
million versus $64.8 million a year earlier. Working capital
included $49.6 million in cash, cash equivalents and marketable
securities. The Company expects that 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 $5 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, 1996, there were no outstanding letters of credit or
borrowing against these lines.
30
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS, EXCEPT SHARE DATA)
1996 1995 1994
REVENUES (Note 11) $ 85,749 $ 102,472 $ 77,654
---------- ---------- ----------
COSTS AND EXPENSES:
Costs of contracts:
Direct costs 65,389 77,413 56,050
Indirect costs 3,828 2,596 2,605
Selling, general and
administrative 9,586 8,612 7,475
---------- ---------- ----------
78,803 88,621 66,130
---------- ---------- ----------
EARNINGS FROM OPERATIONS 6,946 13,851 11,524
---------- ---------- ----------
OTHER:
Interest income 2,168 2,255 2,111
Interest expense (206) (205) (220)
Realized gain on sale of
marketable securities 414 62 590
---------- ---------- ----------
2,376 2,112 2,481
---------- ---------- ----------
EARNINGS BEFORE INCOME
TAXES 9,322 15,963 14,005
INCOME TAXES
(Notes 1 and 8) 3,040 5,844 5,000
---------- ---------- ----------
NET EARNINGS $ 6,282 $ 10,119 $ 9,005
========== ========== ==========
EARNINGS PER SHARE
(Note 1) $ 0.99 1.60 1.42
========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 6,316,369 6,344,458 6,334,400
========== ========== ==========
CASH DIVIDENDS PER SHARE:
Common Stock 0.22 0.22 0.11
========== ========== ==========
Class B Common Stock 0.20 0.20 0.10
========== ========== ==========
See notes to consolidated financial statements.
31
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS 1996 1995
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 1,472 $ 4,226
Marketable securities (Note 2) 48,125 44,474
Accounts receivable (Note 3) 24,635 26,593
Costs and estimated earnings on
contracts in progress in excess of
related billings (Note 4) 3,296 2,556
Prepaid expenses and other current assets 705 846
Deferred income taxes (Notes 1 and 8) 504 369
_______ _______
Total current assets 78,737 79,064
======= =======
PROPERTY AND EQUIPMENT (Notes 1 and 5):
Land 308 308
Buildings and improvements 3,413 2,878
Construction and field equipment 15,697 14,197
Vehicles 5,425 3,731
Office furniture and equipment 1,622 1,393
------- -------
26,465 22,507
Less accumulated depreciation 12,269 10,379
------- -------
Total property and equipment, net 14,196 12,128
------- -------
OTHER ASSETS 4,152 2,089
------- -------
TOTAL ASSETS $97,085 $93,281
======= =======
See notes to consolidated financial statements.
32
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
(IN THOUSANDS, EXCEPT SHARE DATA)
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1995
CURRENT LIABILITIES:
Accounts payable:
Current $ 7,696 $ 8,578
Retentions 580 940
Note payable - current (Note 6) 331 749
Compensation, income taxes and other
current liabilities (Note 8) 2,187 703
Amounts billed in excess of costs and
estimated earnings on contracts
in progress (Note 4) 2,205 3,299
------- -------
Total current liabilities 12,999 14,269
------- -------
DEFERRED INCOME TAXES (Notes 1 and 8) 1,951 1,297
------- -------
NOTES PAYABLE (Note 6) 2,000 2,000
------- -------
STOCKHOLDERS' EQUITY (Notes 1, 7 and 10):
Common Stock, $.10 par value:
Authorized 12,000,000 shares,
Issued 1,927,325 and 1,908,575 shares 193 191
Class B Common Stock, $.10 par value:
Authorized 8,000,000 shares,
Issued 4,702,975 and 4,718,925 shares 470 472
Preferred Stock, $.10 par value:
Authorized 1,000,000 shares,
Outstanding - none 0 0
Additional paid-in capital 24,478 24,445
Retained earnings 58,455 53,468
------- -------
83,596 78,576
Treasury stock (323,900 and
278,500 shares common stock, at cost) (3,723) (3,014)
------- -------
79,873 75,562
Unrealized gain on marketable
securities, net of tax (Note 2) 357 248
Cumulative translation adjustment (95) (95)
------- -------
Total stockholders' equity 80,135 75,715
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $97,085 $93,281
======= =======
33
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS)
1996 1995 1994
CASH FLOWS FROM OPERATING
ACTIVITIES:
Cash receipts from customers $ 85,814 $ 94,852 $ 73,610
Cash payments to
subcontractors, suppliers
and employees (78,757) (86,553) (63,164)
Interest received 2,168 2,255 2,382
Interest paid (206) (205) (220)
Taxes paid (1,977) (5,259) (6,394)
Tax refunds received 122 84 65
--------- --------- --------
Net cash provided by
operating activities 7,164 5,174 6,279
--------- --------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Investments purchased (42,006) (26,868) (52,053)
Investments sold 38,916 29,993 24,926
Capital expenditures (5,383) (6,890) (2,293)
Change in notes receivable 1 (1) 3
Proceeds from sale of
fixed assets 945 30 440
-------- -------- --------
Net cash used in
investing activities (7,527) (3,736) (28,977)
-------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Debt proceeds 331 749 0
Principal payments of debt (749) 0 0
Proceeds from exercise of
stock options 31 110 225
Acquisition of treasury stock (709) 0 0
Dividends paid (1,295) (1,302) (649)
-------- -------- --------
Net cash used in
financing activities (2,391) (443) (424)
-------- -------- --------
EFFECT OF EXCHANGE RATE
CHANGES ON CASH 0 5 (4)
-------- -------- --------
NET CHANGE IN CASH AND
CASH EQUIVALENTS (2,754) 1,000 (23,126)
-------- -------- --------
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 4,226 3,226 26,352
-------- -------- --------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 1,472 $ 4,226 $ 3,226
======== ======== ========
34
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS)
1996 1995 1994
RECONCILIATION OF NET EARNINGS
TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Net earnings $ 6,282 $10,119 $ 9,005
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Bad debt expense 24 39 0
Depreciation and
amortization 2,405 1,903 1,508
Increase in cash
surrender value of life
insurance (222) (251) (359)
Provision for deferred
income taxes 482 585 (821)
Gain on sale of
marketable securities (414) (62) (590)
(Gain) loss on sale
of fixed assets (15) (5) 34
Change in assets and
liabilities affecting
cash flow:
Accounts receivable 1,916 (1,467) (10,516)
Costs and estimated
earnings on contracts
in progress in excess
of related billings (740) (1,175) 690
Prepaid expenses and
other current assets 141 416 (316)
Other assets (1,844) 28 (24)
Accounts payable (1,242) 1,077 1,502
Compensation, income
taxes and other
current liabilities 1,486 (1,061) 112
Amounts billed in excess
of costs and estimated
earnings on contracts
in progress (1,095) (4,972) 6,054
-------- -------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES $ 7,164 $ 5,174 $ 6,279
======= ======= =======
See notes to consolidated financial statements.
35
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (NOTE 7)
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(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, 1994 $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
Translation
adjustment 0 0 0 0 0 0 (4)
Net earnings 0 0 0 9,005 0 0 0
---- ---- ----- ----- ----- ------ ------
Balance,
December 1, 1994 $188 $474 $24,336 $44,651 $(3,014) $ (295) $(100)
36
<PAGE>
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)
Conversion of
17,050 shares
Class B common
stock to
common stock 2 (2) 0 0 0 0 0
Purchase of
45,400 treasury
shares from
common stock 0 0 0 0 (709) 0 0
Issuance of
2,800 shares
upon the
exercise of
stock options 0 0 31 0 0 0 0
37
<PAGE>
Tax benefits
arising from the
exercise of
stock options 0 0 2 0 0 0 0
Cash dividends
paid 0 0 0 (1,295) 0 0 0
Unrealized gain
on marketable
securities, net
of tax 0 0 0 0 0 109 0
Net earnings 0 0 0 6,282 0 0 0
---- ---- ----- ------ ----- ----- -----
Balance,
December 31,
1996 $193 $470 $24,478 $58,455 $(3,723) $357 $ (95)
==== ==== ======= ======= ======== ==== ======
See notes to consolidated financial statements.
</TABLE>
38
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
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 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
39
<PAGE>
businesses. During the years ended December 31, 1996, 1995 and
1994, expenses allocated to SCC amounted to approximately
$148,436, $79,146 and $199,000, of which $0, $7,486 and $20,000
remained outstanding as of December 31, 1996, 1995 and 1994,
respectively. During 1996, SCC allocated expenses of $228,962 to
the Company related to the use of equipment, of which $176,679
remained outstanding as of December 31, 1996.
Segment Information - The business operations of the Company are
concentrated in one segment.
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.
Other Assets - Other assets represent the cash surrender value of
officers' life insurance policies, and various tracts of
contaminated land ("Brownfields") which were purchased in 1996.
The value of such land includes the purchase price and costs
incurred in the research, engineering, and remediation processes.
The Company intends to resell the land upon full remediation.
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.
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.
40
<PAGE>
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 deferred 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.
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.
Reclassification - Certain reclassifications of 1995 and 1994
balances have been made to conform with classifications used in
1996.
2. 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.
Investments are reported at fair value estimated based upon
quoted market prices. 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
41
<PAGE>
income taxes. Unrealized holding gains and losses for trading
securities would be included in earnings.
A summary of marketable securities at December 31, 1996 and 1995
follows:
(In Thousands)
December 31,
----------------------
1996 1995
Common stock $ 1,701 $ 967
Preferred stock 313 366
Municipal bond inventory 27,097 27,760
Mutual funds 8,662 4,881
Certificates of deposit 852 800
Trading securities - at market,
which approximates cost 9,500 9,700
------- -------
Total $48,125 $44,474
======= =======
Gross unrealized holding gains and losses at December 31, 1996
totaled $536,670 and $0, respectively, and $417,000 and $28,000,
respectively, at December 31, 1995.
Contractual maturities for investments in debt securities
available-for-sale at December 31, 1996 (in thousands) are as
follows:
Due in one year or less $ 5,980
Due after one year through three years 14,151
Due after three years 6,966
-------
Total $27,097
=======
Actual maturities may differ from contractual maturities because
some issuers have the right to prepay obligations.
Gross gains of $451,000 in 1996 and $205,000 in 1995 and gross
losses of $37,000 in 1996 and $143,000 in 1995 were realized on
those sales. The cost of securities sold is based on the
specific identification method.
3. ACCOUNTS RECEIVABLE
(In Thousands)
December 31,
----------------------
1996 1995
Current estimates $21,139 $22,710
Retentions 3,234 3,711
Due from related companies,
officers and employees 286 194
Other 17 19
------- -------
24,676 26,634
42
<PAGE>
Less Allowance for doubtful
accounts 41 41
------- -------
Total $24,635 $26,593
======= =======
The Company anticipates that substantially all retentions will be
collected within the next year.
4. CONTRACTS IN PROGRESS
(In Thousands)
December 31,
----------------------
1996 1995
Accumulated expenditures
on contracts $74,057 $71,894
Estimated earnings thereon 25,779 23,199
------- -------
99,836 95,093
Less applicable progress billings 98,745 95,836
------- -------
Total $ 1,091 $ (743)
======= ========
The contracts are shown in the accompanying consolidated balance
sheets as follows:
(In Thousands)
December 31,
----------------------
1996 1995
Costs and estimated earnings on
contracts in progress in
excess of related billings $ 3,296 $ 2,556
Billings on contracts in
excess of costs and estimated
earnings (2,205) (3,299)
-------- --------
Total $ 1,091 $ (743)
======== ========
5. LINE OF CREDIT ARRANGEMENTS
Sevenson Environmental Services, Inc. has available from a bank,
two lines of credit. The first is a $5,000,000 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 equipment line and bear interest at the
43
<PAGE>
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, 1996 there were
no outstanding borrowings under these lines.
6. 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. Additional notes for
$330,591 were entered into during 1997 with various vendors for
the purchase of construction equipment and mature on January 1,
1998.
7. 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 1,927,325, 1,908,975 and 1,883,725 shares of Common Stock
and 4,702,975, 4,718,925 and 4,735,975 shares of Class B Common
Stock as of December 31, 1996, 1995 and 1994, 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.
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:
44
<PAGE>
(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 1996, 1995 and 1994, 17,050, 17,050 and 209,375
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.
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 3% of its outstanding common
stock. In August 1992, the Board of Directors increased the
number of shares to 300,000, or 5% of its outstanding common
stock. In August 1995, the Board of Directors increased the
number of shares to 500,000 or 8% of its outstanding common
stock. Through December 31, 1996 the Company had repurchased a
total of 323,900 shares for $3,723,000.
45
<PAGE>
8. INCOME TAXES
The provision for income taxes is comprised of the following:
(In Thousands)
Year Ended December 31,
--------------------------
1996 1995 1994
Currently payable (refundable):
Federal $1,980 $4,258 $4,286
State 578 1,306 1,208
------ ------ ------
2,558 5,564 5,494
------ ------ ------
Deferred:
Federal 397 214 (391)
State 85 66 (103)
------ ------ -------
482 280 (494)
------ ------ -------
Total $3,040 $5,844 $5,000
====== ====== =======
A reconciliation of the federal statutory income tax rate to the
effective income tax rate is as follows:
Year Ended December 31,
-------------------------
1996 1995 1994
Provision based on statutory rate 35.0% 35.0% 35.0%
State income taxes, net of
federal tax benefit 4.7 5.7 5.9
Tax-exempt interest and dividends (7.4) (4.3) (4.3)
Other 0.5 0.2 (0.9)
----- ----- -----
Total 32.8% 36.6% 35.7%
===== ===== =====
Deferred taxes relating to temporary differences in the
recognition of revenues and expenses for tax and financial
reporting purposes is as follows:
In Thousands
Year Ended December 31,
--------------------------
1996 1995 1994
Depreciation $ 526 $ 396 $ (45)
Prepaid expenses (13) (116) 28
Bad debts 0 0 27
Contract reserves 0 (14) (559)
Other (31) 14 55
------- ------- -------
Total $ 482 $ 280 $ (494)
======= ======= =======
46
<PAGE>
At December 31, 1996 the components of net deferred tax
assets/liabilities are as follows:
Total of all deferred tax assets $ 737
Total of all deferred tax liabilities $2,184
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.
9. PENSION PLANS
The Company makes contributions to industry-wide pension, welfare
and health benefit 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,
1996, 1995 and 1994 amounted to $503,000, $447,000 and $485,000,
respectively.
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 $200,000, $300,000 and $250,000 were made for
the years ended December 31, 1996, 1995 and 1994, respectively.
10. 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.
The Company adopted Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation,"
effective January 1, 1996. As permitted in that standard, the
Company has elected to continue to follow Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations in accounting for employee stock-
based compensation.
47
<PAGE>
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, 1996
is 182,000, of which 88,100 shares are currently exercisable and
21,000 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, 1996:
Price Ranges
Shares Per Share
Outstanding January 1, 1994 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 $11.00-$19.75
Granted 43,000 $17.00
Exercised (2,800) $11.00-$12.00
Cancelled (9,000) $11.00-$17.25
--------
Outstanding December 31, 1996 133,700
========
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, 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 or her Restricted Stock if his or her 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.
At December 31, 1996, the Company had 133,700 shares outstanding
related to stock options with a range of exercise prices of
$11.00 to $17.25 at a weighted-average exercise price of $14.00,
and with a weighted average remaining contractual life in years
of 7.6. Stock options with respect to 88,100 shares were
exercisable at December 31, 1996 at a weighted-average exercise
price of $13.67. The weighted-average fair value of stock
options granted for the years ended December 31, 1996 and 1995,
were $9.87 and $8.57, respectively.
48
<PAGE>
Pro forma information regarding net income and earnings per
common share is required by SFAS No. 123 and has been determined
as if the Company had accounted for its employee stock options
and awards under the fair value method of that standard. The
fair value of those stock options were estimated at the date of
grant using a binomial option pricing model with the following
weighted-average assumptions for the years ended December 31,
1996 and 1995: risk-free interest rates of 8.25% and 8.50%,
respectively; dividend yields of 1.4% and 1.3%, respectively;
volatility factors of the expected market price of the Company's
common stock of 40% and 26%, respectively; and a weighted-average
expected life of 10 for each year.
For purposes of pro forma disclosures, the estimated fair value
of the options is amortized to expense over the options' vesting
period. The Company's pro forma net earnings and net earnings
per common share for the years ended December 31, 1996 and 1995,
were $5,997 and $9,929, and $.95 and $1.56, respectively.
11. MAJOR CUSTOMERS
The Company's two largest customers in 1996 accounted for 22% and
22% of 1996 revenues. 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. 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, 1996.
12. 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 and its counsel that there will not be any
material adverse effects on the Company's consolidated financial
statements as a result of these actions.
13. BACKLOG
The following is an analysis of the Company's backlog of signed
contracts at December 31, 1996, 1995 and 1994:
(In Thousands)
1996 1995 1994
Backlog, January 1 $ 43,613 $ 58,404 $ 43,644
New contracts 90,649 75,166 87,588
Revenues from construction
contracts (86,229) (103,505) (79,055)
Contract adjustments, net 16,928 13,548 6,227
-------- -------- --------
Backlog, December 31 $ 64,961 $ 43,613 $ 58,404
======== ======== ========
49
<PAGE>
14. QUARTERLY RESULTS (UNAUDITED)
Unaudited summarized results for each quarter in 1996, 1995 and
1994 are as follows (in thousands, except per-share data):
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
1996:
Revenues $13,858 $19,092 $23,374 $29,425
Gross margin 2,284 4,597 4,573 5,078
Provision for
income taxes 250 923 969 898
Net earnings 483 1,985 1,816 1,998
Net earnings
per share 0.08 0.31 0.29 0.31
1995:
Revenues $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:
Revenues $ 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
50
<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, 1996 and 1995, and the related consolidated
statements of earnings, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1996.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these 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, 1996 and 1995, and the results of their operations
and their cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted
accounting principles.
Deloitte & Touche LLP
February 7, 1997
51
<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
52
<PAGE>
Laurence A. Elia
Vice President
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
Bruce H. Laswell, P.E.
Vice President
Corporate Information
Headquarters
2749 Lockport Road
Niagara Falls, NY 14302-0396
(716) 284-0431
Internet: http://www.sevenson.com
Offices
Pittsburgh
100 Rock Springs Road
Delmont, PA 15626
(412) 468-3377
Philadelphia
4 Lake View Drive
Chadds Ford, PA 19317
(215) 388-0721
53
<PAGE>
Baton Rouge
17564 Vaughn Lane
Livingston, LA 70754
(504) 698-3900
Chicago
9245 Calumet Avenue, Suite 101
Munster, Indiana 46321
(219) 836-0116
Subsidiaries
Sevenson Environmental, Ltd.
Sevenson Environmental Services
of PA, Inc.
Sevenson Industrial
Services, Inc.
2749 Lockport Road
Niagara Falls, NY 14302-0396
(716) 281-0431
Waste Stream
Technology Inc.
302 Grote Street
Buffalo, NY 14207
(716) 876-5290
54
<PAGE>
EXHIBIT 21
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
55
<PAGE>
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