SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
FORM 10-K
Annual Report Under Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the Fiscal Year Ended December 31, 1997
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 ________
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. [ ]
Cover Page 1 of 2 Pages
Exhibit Index appears on Page 20
Page 1 of 20
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As of March 17, 1998, 2,652,752 shares of Common Stock were outstanding,
and the aggregate market value (based on the closing bid price quoted on
the National Market tier of the NASDAQ Stock Market on March 17, 1998) of
the Common Stock held by non-affiliates was approximately $25 million. As
of the same date, 7,476,400 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 1998 Annual Meeting of
Shareholders are incorporated by reference into Part III hereof and
portions of the Registrant's 1997 Annual Report to Stockholders are
incorporated by reference into Part II hereof.
Cover Page 2 of 2 Pages
Exhibit Index appears on Page 20
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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 also participates as an investor in
ventures which acquire, cleanup and sell contaminated sites
("brownfields").
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 national companies with such a high degree of expertise in site
remediation services.
The Company does not own or operate offsite hazardous waste transportation,
storage or disposal facilities. When required, the Company subcontracts
with others for these services.
Since its inception, the Company has been successful in marketing its
services to both private and public sector customers. The following table
summarizes revenue contribution from these customers during the last three
years:
Contract Revenues Years Ended December 31,
(Dollars in Thousands)
1997 1996 1995
Public Sector $29.9 (37%) $26.0 (30%) $ 17.7 (17%)
Private Sector $52.0 (63%) $59.7 (70%) $ 84.8 (83%)
Total $81.9 $85.7 $102.5
The Company's customers include major industrial corporations and
government agencies. Since entering the business in 1979, the Company has
performed over 675 contracts including contracts at 68 Superfund sites.
In performing its services, Sevenson emphasizes safety, quality and cost
effectiveness. The Company performs most work with its own employees and
equipment, which allows it to maintain a high degree of control over its
operations.
The Company operates nationwide, but most of its operations are in the
eastern United States. It currently operates through offices in Niagara
Falls, New York, Delmont (Pittsburgh), Pennsylvania, Chadds Ford
(Philadelphia), Pennsylvania, Chicago (Munster, Indiana) and Fayetteville
(Atlanta), Georgia. The operations of Waste Stream Technology Inc., the
Company's bioremediation and laboratory subsidiary, are conducted at
office, laboratory and shop facilities in Buffalo, New York.
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The Remediation Process
The remediation process consists of three phases; site assessment,
remedial design, and, finally, field cleanup operations. The site
assessment phase is largely investigative, involving a detailed evaluation
of the hazardous waste problem and the consideration of alternative
solutions. The remedial design phase involves the preparation of a
detailed remediation plan for the chosen solution. The third phase is the
field implementation of the site remediation plan, which can include on-
site treatment, containment, and excavation and removal of contaminated
materials.
The Company's business is performing this third phase, the actual cleanup
or "remediation" of a site. In so doing, the Company draws on project
management expertise derived from over 19 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, especially for larger and
more 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 substantial business
opportunities exist for the site remediation services which the Company
provides and that broad-based public support for the cleanup of hazardous
waste sites ensures that such opportunities will continue to flow.
Market Dynamics
Hazardous waste contamination of the environment first came to national
attention in 1978 with publicity regarding the Love Canal site in Niagara
Falls, New York. In the years that followed, public concern was heightened
by the discovery of thousands of additional contaminated sites throughout
the country and by the growing perception of the public health risk posed
by these 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"), and the RCRA
Amendments of 1984, among others.
The Superfund program, other regulatory programs and pressure from Congress
and the general public for the cleanup of hazardous waste sites sustain
demand for site remediation services provided by the Company.
According to the EPA, as of September, 1997 there were 1,256 existing and
proposed sites on the EPA's National Priorities List ("NPL"), of which 504
were in the completed or deleted categories. In addition to the NPL sites,
there are thousands of other lesser contaminated sites which will require
cleanup. 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
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process in an effort to control and minimize their liability. If the PRPs
are not identifiable or decline to accept responsibility for a site,
federal, state or local government agencies may fund the project directly
and take legal action against the identifiable PRPs for recovery of
expenses and damages. Also, ongoing efforts 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 and, if finalized, how many cleanup 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 one or a combination of these services, as required for the
specific project.
On-Site Treatment. On-site treatment involves treating hazardous materials
at the site to reduce or eliminate the hazardous properties of the
materials. 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 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 contaminated liquids
through a chamber of counterflowing forced air which strips away volatile
contaminants. This air is then passed through an activated carbon filter
which absorbs the contaminants.
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.
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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 a matrix, typically 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 leachate collection systems, and the installation of clay
and synthetic liners.
Surface caps are built over contaminated zones to prevent rainwater and
surface water from entering the zone, becoming contaminated, and ultimately
migrating to surrounding soil and groundwater. Surface caps can be
installed on older landfills or surface impoundments as a permanent
remedial solution or as a temporary measure prior to other forms of
remediation. They are also installed on newly filled containment cells to
provide long-term closure. These caps are typically made of clay and
synthetic liners, which are covered with soil and plantings.
Slurry walls are relatively impermeable vertical barriers built below
ground around a source of contamination to prevent the lateral movement of
contaminated groundwater 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. To avoid
undue liability exposure associated with the transportation and disposal of
hazardous materials, the Company, as a matter of policy, will not assume
title to, or the status of "generator" for such materials. Typically, the
customer retains the status of generator and owner of the materials until
disposal at which time the disposal facility operator assumes ownership.
Facilities Decontamination, Demolition and Closure
In addition to site remediation, the Company provides decontamination,
demolition and closure services for deactivated industrial facilities.
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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 incident 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 the area or surface to be cleaned. 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 Company participates in ventures which acquire, cleanup and sell
contaminated sites ("brownfields"). The Company's participation generally
will involve acting, through a subsidiary, as an investor in the venture,
as well as the remediation contractor.
Operations
Project Management. At the proposal stage, each major project is assigned
to one of the Company's six Operations Divisions. Project proposals are
prepared under the supervision of the Operations Division Manager by
estimators who have broad experience in project management and field
operations, and who are therefore knowledgeable in assessing the cost and
time frame required to complete a project. Estimators work with field and
technical personnel on an ongoing basis to keep current on changes in the
Company's operating 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 exposures anticipated to be encountered during the project. The
programs generally address daily employee hygiene, use of required safety
devices, monitoring of hazards, and employee training. Every program
requires the monitoring of employee health through physicals at the
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beginning and end of the project for all employees. The Company's
commitment to health and safety is reflected by citations and awards which
the Company has received from both public and private sector customers and
by the Company's Workers Compensation experience rating which has
consistently indicated a loss rate well below average.
Equipment. The Company seeks to maintain high utilization of its
equipment. Prior to purchasing specialized equipment, the Company first
determines how the cost of such equipment can be fully amortized over one
or two projects. The Company seeks to avoid purchasing equipment which
will not provide an immediate, substantial return on investment and also a
continuing, regular return thereafter.
Marketing
Sevenson's markets its services nationwide with concentration in the
eastern United States.
The Company's marketing activities are primarily conducted by senior
technical and management professionals. They are responsible for
contacting appropriate representatives of corporations known to have
specific problems and maintaining communication with consulting engineering
firms, analytical laboratories and specialty contractors as a source of
potential new business. The Company also participates in industrial and
hazardous waste trade shows. In the public sector, the Company monitors
government contract procurements and responds to requests for proposals and
for competitive bids.
Approximately 78%, 87% and 86% of revenues for 1997, 1996 and 1995,
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 1997 each accounted for 28% of 1997
revenues. The Company's two largest customers in 1996 each accounted for
22% of 1996 revenues. The Company's largest customer in 1995 accounted
for 23% of 1995 revenues. No other customer accounted for more than 10% of
total revenues in any of the three years in the period ended December 31,
1997. 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, 1998, the Company had an estimated backlog of work under
contracts believed to be firm of approximately $69.3 million, as compared
with an estimated backlog of approximately $62.0 million and $58.5 million
on February 28, 1997 and February 28, 1996, 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
and to receive an appropriate increase or decrease in the contract price.
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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
$69.3 million at February 28, 1998 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 maintains general 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 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 all the insurance and surety bonding
required by all contracts which it has received. 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 liabilities incurred by the Company, although
covered, will not exceed the limits of such policies. 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 capabilities which the
Company does not, including professional engineering services and off-site
transportation, storage and disposal capabilities. The Company often uses
subcontractors to provide these capabilities, but the broader capabilities
of some of the Company's competitors may give them an advantage in
obtaining certain projects.
The Company believes the principal competitive factors in the site
remediation industry are price, reputation, experience, technical
proficiency and financial strength. 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
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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 disposal. RCRA, or EPA-approved state
programs at least as stringent, govern any waste handling activities
involving substances classified as "hazardous". Regulations under RCRA for
hazardous waste generators, transporters and owners and operators of
hazardous waste treatment, storage or disposal facilities impose detailed
operating, inspection, training, emergency preparedness and response
standards and requirements for closure, continuing financial
responsibility, manifesting, record keeping and reporting.
Superfund. The Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("Superfund") generally addresses the cleanup of
sites at which hazardous substances are located and have been released or
are threatened to be released into the environment. Superfund imposes
joint and several liability costs of cleanup and damages to natural
resources upon: (a) certain owners or operators of hazardous waste sites;
(b) any person who arranged for the disposal, transport or treatment by any
other party of hazardous substances owned or possessed by such person; and
(c) certain transporters of hazardous substances. In addition, under the
authority of Superfund and its implementing regulations, detailed
requirements apply to the manner and degree of remediation of facilities
and sites where hazardous substances have been or are threatened to be
released into the environment.
Among other things, Superfund authorizes the federal government either to
remediate sites at which hazardous substances were disposed of and have
been or are threatened to be released into the environment or to order, or
offer an opportunity to, persons potentially liable for the hazardous
substances to do so. In addition, Superfund requires the EPA to establish
a National Priorities List ("NPL") of sites at which hazardous substances
have been or are threatened to be released and which require investigation
or cleanup.
The Superfund Amendments and Reauthorization Act of 1986 ("SARA")
specifically provides that contractors deemed "response action contractors"
with respect to any release or threatened release of a hazardous substance
in connection with a site on the NPL are not, subject to certain
exceptions, liable under Superfund or any other federal law to any person
for injuries, costs, damages, expenses or other liabilities which result
from such release or threatened release. The Company may be a response
action contractor in respect to a portion of the work it performs. This
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
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law. Certain states, including New York, have similar protections for
response action contractors.
SARA also allows the government, under certain circumstances, to agree to
indemnify and hold harmless a response action contractor against liability
for negligence in carrying out a response action at an NPL site, unless
such liability was caused by the contractor's gross negligence or
intentional misconduct. Any such indemnity will have deductibles and a
limit to the amount of available indemnification.
Although the Company makes a continuing effort to avoid Superfund
liabilities, the failure of the Company to conform its services to the
requirements of Superfund could subject the Company to liabilities which
could have a material adverse effect on the Company's business.
Other. The Company's services could be subject to other federal
environmental protection laws, including, without limitation, The Clean
Water Act, The Clean Air Act and the Toxic Substances Control Act. Many
states have adopted laws for the protection of the environment which may
affect the Company, including laws governing the generation, handling,
transportation and disposition of hazardous substances, and laws governing
investigation and cleanup of, and liability for, contaminated sites. Some
of the state provisions are broader and more stringent than federal law and
regulations. In addition, the Company is subject to the federal
Occupational Safety and Health Act which imposes requirements for employee
safety and health. The failure of the Company to conform its services to
the requirements of other applicable federal, state or common laws could
subject the Company to liabilities which could have a material adverse
effect on the Company's business. In addition, the Company cannot predict
the extent to which it may be affected by any law that may be enacted or
enforced in the future, or by new interpretations of existing laws.
Employees
As of March 17, 1998, the Company had 231 full-time employees of whom 11
were officers, 68 were project management, engineering and estimating
personnel, 39 were scientists and technical personnel, 6 were in business
development and marketing, 35 were administrative personnel and 72 were
field and shop personnel. In addition, the Company employs from 150 to 200
field workers on an as-needed basis. The Company's ability to retain and
expand its staff of qualified engineers, estimators, technicians and field
personnel will be an important factor in the Company's future success. 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,
1998:
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, 1999
Office Fayetteville, GA 2,000 August 31, 1998
Office Munster, IN 2,050 November 30,1999
Waste Stream
Technology Inc. Buffalo, NY 52,000 Owned
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings to which the Company is a party are pending
except a suit for patent infringement in which a jury returned a verdict of
$975,000 against the Company during the second quarter of 1997. The
Company believes it has meritorious basis for challenging the verdict and
is doing so. The patent in suit expired in 1994 and thus will have no
effect on current or future operations or results. 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 REGISTRANT
The executive officers of the Company and their respective ages and
positions with the Company are as follows:
Name Age Title
Michael A. Elia 46 President, Chief Executive Officer, Director
Laurence A. Elia 47 Vice President and Director
Richard A. Elia 44 Executive Vice President and Director
William J. McDermott 48 Vice President-Finance, Secretary and Director
Dena M. Armstrong 40 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. From 1982 to 1984 he served as Vice President in charge of all
civil, heavy and highway construction operations of the Company and from
1979 to 1982 he was a project manager with the Company. 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. From 1979 to 1982
he served as project manager for many major projects. 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. From 1975 to 1986 he served as legal counsel and in various
executive capacities with the Company. He received his J.D. and B.S.
(Civil Engineering) degrees from the State University of New York at
Buffalo. He is a member of the New York Bar.
Dena M. Armstrong joined the Company in 1975. She served in various
project and headquarters administrative positions form 1975 to 1982. 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.
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 by the NASDAQ National Market System for the
periods indicated (all prices are adjusted to reflect the eight-for-five
stock split in the form of a 60% stock dividend which occurred in October,
1997):
YEAR QUARTER HIGH LOW
1997 4th Quarter 14 1/2 10
3rd Quarter 15 12
2nd Quarter 13 9 1/2
1st Quarter 11 3/8 9 1/2
1996 4th Quarter 11 3/8 9 1/2
3rd Quarter 11 3/8 9 1/2
2nd Quarter 12 7/8 9 7/8
1st Quarter 12 9 1/2
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YEAR QUARTER HIGH LOW
1995 4th Quarter 11 7/8 10 3/8
3rd Quarter 13 3/4 10 5/8
2nd Quarter 12 1/4 9 7/8
1st Quarter 10 1/2 9 1/2
(b) Approximate Number of Holders of Each Class of Common Stock. As of
March 17, 1998, 2,652,725 shares of the Company's Common Stock were
outstanding and the number of holders of record of that class on that date
was 55. Because a substantial number of the Company's Common shares are
held in street name, the Company believes that the number of beneficial
owners of its Common Stock exceeds 700. As of the same date, there were
7,476,400 shares of the Company's Class B Common Stock outstanding which
were held by five stockholders or in trust for their minor children.
(c) Dividends. Since the third quarter of 1994 the Company has paid a
regular quarterly dividend. For the fourth quarter of 1997, the dividend
rate paid was 3.5 cents per share of Common Stock and 3.18 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. 1997 Annual
Report to Stockholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL DATA
AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis" on pages 6 through 8 of the Sevenson
Environmental Services, Inc. 1997 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, 1997 and 1996, and the related Consolidated Statements of
Earnings, Stockholders' Equity and Cash Flows for each of the three years
in the period ended December 31, 1997, together with the report thereon of
Deloitte & Touche LLP dated February 6, 1998, are contained on pages 9
through 23 of the Sevenson Environmental Services, Inc. 1997 Annual Report
to Stockholders and are incorporated herein by reference. Supplementary
quarterly financial information contained on page 22 under "Quarterly
Results" is incorporated herein by reference.
With the exception of the aforementioned information and the information
incorporated by reference in Items 6 and 7, the Annual Report to
Stockholders is not to be deemed filed as part of this Form 10-K Annual
Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
- 14 -
<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 1998 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, 1997 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 1998 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 1998 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 1998 Annual Meeting
of Stockholders and is incorporated herein by reference.
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
accounts set forth on pages 9 through 23 of the Sevenson
Environmental Services, Inc. 1997 Annual Report to Stockholders
are incorporated by reference into this Annual Report on 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...... 18
Valuation and Qualifying Accounts.............. 19
- 15 -
<PAGE>
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 21 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) Report 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, 1997.
(c) Exhibits Filed. See Item 14(a)(3) above.
(d) Financial Statement Schedules. See Item 14(a)(2).
- 16 -
<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 17th day of March, 1998.
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 17th day of March, 1998 by the
following persons in the capacities indicated:
/s/ Michael A. Elia /s/ Arthur A. Elia
Michael A. Elia, Director and Arthur A. Elia, Director
President (Chief Executive Officer)
/s/ Richard A. Elia /s/ Laurence A. Elia
Richard A. Elia, Director and Laurence A. Elia, Director and
Executive Vice President Vice President
/s/ William J. McDermott /s/ Dena M. Armstrong
William J. McDermott, Director, Vice Dena M. Armstrong, Director,
President and Secretary (Chief Treasurer and Assistant Vice
Financial Officer) President
/s/ Joseph J. Castiglia /s/ Robert S. Kelso
Joseph J. Castiglia, Director Robert S. Kelso, Director
- 17 -
<PAGE>
Deloitte &
Touche LLP
_____________ ____________________________________________
Suite 250 Telephone: (716)843-7200
Key Bank Tower Facsimile: (716)856-7760
50 Fountain Plaza
Buffalo, New York 14202
INDEPENDENT AUDITORS' REPORT ON SCHEDULES
We have audited the consolidated financial statements of Sevenson
Environmental Services, Inc. and subsidiaries as of December 31, 1997 and
1996, and for each of the three years in the period ended December 31,
1997, and have issued our report thereon dated February 6, 1998; such
consolidated financial statements and report are included in your 1997
Annual Report to Stockholders and are incorporated herein by reference.
Our audits also included the financial statement schedule of Sevenson
Environmental Services, Inc. and subsidiaries, listed in Item 14. This
financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, present
fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
February 6, 1998
- 18 -
<PAGE>
<TABLE>
SEVENSON ENVIRONMENTAL SERVICES, INC. SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
____________________________________________________________________________________________________
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions
_________________________
Balance at Charged to Charged to
Beginning Cost and Other Balance at
Description of Period Expenses Accounts Deductions End of Period
<S> <S> <S> <S> <S> <S>
Allowance for doubtful
accounts:
1995 $ 40,575 $ 0 $ 0 $ 0 $ 40,575
1996 40,575 0 0 0 40,575
1997 40,575 0 0 0 40,575
</TABLE>
- 19 -
<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, 1997 between the Company and SCC
Contracting, Inc.
10.7 Agreement dated as of January 1, 1997 between the Company 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 1997 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).
21 Subsidiaries of the Registrant.
* Incorporated by reference to the same exhibit numbers in the Company's
registration statement on Form S-1 (File No. 0-17536).
**Incorporated by reference to the same exhibit numbers in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1990
(File No. 0-17536).
- 20 -
<PAGE>
EXHIBIT 13
1997 Annual Report to Stockholders
Corporate Profile
Sevenson provides a comprehensive range of services for the remediation of
sites and facilities contaminated by hazardous materials. Founded as a
general construction business in 1917, Sevenson entered the remediation
business in 1979 when it became the principal contractor for the
remediation of the Love Canal site, Niagara Falls, New York. Headquartered
in Niagara Falls, New York, the Company and its subsidiaries also maintain
offices in Pittsburgh and Philadelphia, Pennsylvania; Atlanta, Georgia;
Buffalo, New York; and Chicago, Illinois. Present full-time employees
number 231. Trading in Sevenson's common stock is reported on the National
Market tier of The Nasdaq Stock Market under the symbol SEVN.
Notice of Annual Meeting
The Annual Meeting of the Stockholders of Sevenson Environmental Services,
Inc., will be held on Tuesday, May 19, 1998 at 10:00 a.m. EDT at the
Comfort Inn, One Prospect Point, Niagara Falls, New York 14303.
Contents
Page
Annual Message to Stockholders 2-4
Financial Review 5-8
Consolidated Statements of Earnings 9
Consolidated Balance Sheets 10-11
Consolidated Statements of Cash Flows 12-13
Consolidated Statements of Stockholders' Equity 14
Notes to Consolidated Financial Statements 15-22
Independent Auditors' Report 23
Management 24
Corporate Information 24
Forward-Looking Statement
Certain statements and information included herein constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. These forward-looking statements
can generally be identified as such because the context of the statement
will include words such as the Company "believes", "expects",
"anticipates", "hopes", or words of similar import. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of the
Company to be materially different from any future results, performance, or
achievements expressed or implied in such forward-looking statements. You
are urged to review the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, as well as all reports filed by the Company
subsequent to the Form 10-K with the Securities and Exchange Commission
under the Securities Exchange Act of 1934.
<PAGE>
Financial Highlights
For the years ended December 31
(In thousands except per share data) 1997 1996 1995
INCOME STATEMENT
Revenue $81,939 $85,749 $102,472
Net Earnings $ 4,719 $ 6,282 $ 10,119
Earnings Per Share $ 0.47 $ 0.62 $ 1.00
Dividends Paid Per Share:
Common $ 0.14 $ 0.14 $ 0.07
Class B Common $ 0.13 $ 0.13 $ 0.06
Weighted Average Common Shares
Outstanding 10,104 10,106 10,150
BALANCE SHEET
Cash, Cash Equivalents and Marketable
Securities $51,612 $49,597 $ 48,700
Working Capital $62,643 $65,738 $ 64,777
Total Assets $99,272 $97,085 $ 93,281
Long-Term Debt $ 2,000 $ 2,000 $ 2,000
Stockholders' Equity $84,373 $80,135 $ 75,715
<PAGE>
Annual Message to Stockholders
After a difficult 1996, I expected progress and improvement in 1997. The
year began with good business conditions and with a record backlog of work.
The first and second quarters actually did show improvement. The
disappointment occurred in the third and fourth quarters when the
indefinite postponement of two larger projects constrained revenue while
revenue and margin shortfalls at two other projects impacted earnings.
The problems we encountered in the third and fourth quarters were unrelated
to each other and to industry conditions in general. The postponement of
projects occurs from time to time. Revenue and margin shortfalls at
particular projects also occasionally occur. What was unusual in 1997 was
the coincidence of these several negative developments with an absence of
compensating positive ones.
Revenue was reduced also by the loss of contracts to aggressive bidding by
competitors. For a number of years aggressive bidding has been typical for
contracts under $5 million. In the second half of 1997, we saw not only
fewer new contract opportunities but those we did see consisted almost
entirely of contracts under $5 million. This reflected, some in our
industry say, a slackening of enforcement by regulatory agencies. Whether
this is so or not, the flow of new projects did not meet my expectations.
I expect the Company will continue to face a challenging competitive
situation in 1998. Demand is not expected to change dramatically either in
the total value or size of remediation contracts awarded. Contracts under
$5 million in value will, as always, make up the majority of contracts we
must compete for. On the supply side, consolidation is helping to reduce
industry overcapacity. However, new entrants will offset somewhat the
positive effects of this trend.
To compete in an increasingly competitive market, the Company will continue
to emphasize value-added services. Environmental cleanup projects generally
offer many opportunities for value-added contractor input. Drawing on
almost 20 years of hazardous waste experience, the Company can offer
customers money-saving engineering alternatives and risk sharing
contracting terms which competitors, especially new entrants, cannot
conceive or match. The Company's success over the last several years with
this approach is something that we are capitalizing upon to win repeat
business and to convince new customers to choose Sevenson.
The Company is also targeting new projects which are technically or
operationally more challenging. Such projects attract fewer bidders because
of their greater difficulty. Ideally, they involve some special technical
capability or specialized equipment which the Company possesses. The
Company has an excellent track record of winning and successfully
completing such projects.
Until the mid '90s, environmental cleanup was driven almost exclusively by
government enforcement. With public budgets under pressure, a shift away
from regulatory pressure to economic incentive has been taking place.
Changes being enacted in regulatory requirements and liability standards
are designed to encourage voluntary cleanup of "brownfield" sites. The
Company is participating in brownfield cleanup both in its traditional role
as a cleanup contractor and as an investor in the sites themselves. In 1997
<PAGE>
the Company realized its first profits from a brownfield venture. At the
end of 1997 the Company had over $8 million invested in brownfield sites
and was looking for further opportunities.
Notwithstanding the challenges we face, I am hopeful that 1998 will reverse
the trend of the last two years. Our backlog at the beginning of the year
was a satisfactory $61 million and we are having success in adding new
contracts. We are making improvements in operations and cost control which
should enhance our profitability. In all, I look forward to being able to
report progress to you as the year unfolds. In the meanwhile, I am grateful
for your continuing support.
Cordially,
Michael A. Elia
President and Chief Executive Officer
February 6, 1998
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC.
Financial Review
Five-Year Selected Financial Data (In thousands, except per share amounts)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue $ 81,939 $ 85,749 $102,472 $77,654 $69,176
Earnings from Operations 3,670 6,946 13,851 11,524 9,831
Net Earnings 4,719 6,282 10,119 9,005 6,775
Basic and Diluted Earnings
Per Share $ 0.47 $ 0.62 $ 1.00 $ 0.89 $ 0.67
BALANCE SHEET DATA:
DECEMBER 31
Working Capital $ 62,643 $ 65,738 $ 64,777 $60,130 $52,592
Total Assets 99,272 97,085 93,281 87,625 71,766
Long-Term Debt (including current
maturities) 2,000 2,000 2,000 2,000 2,000
Stockholders' Equity 84,373 80,135 75,715 66,240 57,920
Applicable per share amounts have been restated for the Company's stock split
</TABLE>
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
SEVENSON ENVIRONMENTAL SERVICES, INC.
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,
1997 1996 1995
Revenue 100.0% 100.0% 100.0%
Gross Profit 16.8 19.3 21.9
Selling, General &
Administrative Expenses 12.3 11.2 8.4
Earnings from Operations 4.5 8.1 13.5
Earnings Before Income
Taxes 8.5 10.9 15.6
Net Earnings 5.8 7.3 9.9
1997 Versus 1996 - Revenue for 1997 was $81.9 million, 4% lower than 1996's
revenue of $85.7 million. Revenue was affected by postponement of two large
projects which were postponed for reasons specific to the affected
projects. A further cause of lower revenue was the Company's loss of
potential contracts to aggressive bidding by competitors. While aggressive
bidding is not unusual, it was a greater factor in 1997 due to the size of
projects out for bid, which were generally smaller and thus attracted more
bidders.
At the end of the year, the Company's backlog of signed contracts stood at
$61 million compared to $65 million a year earlier. Backlog was lower
despite the fact that backlog at the end of the third quarter was a record
$76 million. In the fourth quarter a paucity of new contract opportunities
and competition combined to lower backlog.
Gross profit margin for 1997 was 16.8% versus 19.3% the prior year. Gross
margin was lower due to a revenue shortfall on one larger project, and, to
a lesser extent, by higher than expected costs on others. Margin varies
from project to project depending upon the nature of the project,
competition and the impact of operational conditions upon project
execution; these factors are unique to each project. Prior to 1996, the
Company's overall gross margin for each year was in the range of 20% to
25%. Gross margin for 1997 of 16.8% was substantially below this range due
principally to the impact of two projects. Without these two projects,
which had combined 1997 revenue of $9 million, gross margin would have been
20.9%.
Partially offsetting lower project gross margin was lower indirect cost,
which raised overall gross margin by about 1%. Indirect costs were lower
due principally to lower insurance costs.
<PAGE>
Selling, general and administrative expense increased 5% to $10.1 million
from $9.6 million in 1996. Increases in legal and travel expense were the
principal contributors to the increase. Legal expense was higher due to
litigation costs.
Interest income was $2.4 million, up 9% from the prior year's interest
income of $2.2 million. Higher interest rates and invested balances
combined to produce the increase.
In 1997, the Company realized a gain of $300,000 on the sale of its
ownership interest in a brownfield site, the Company's first completed
brownfield venture.
The effective tax rate was 32.5% versus 32.8% for 1996. 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.
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 the 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 $65 million, which was
also a record.
Gross profit margin was slightly lower at 19.3% compared to 21.9% in 1995.
The Company considers the gross margin achieved in 1996 to be slightly
below, and in 1995 to be within, the normal range. The decline in gross
margin percentage in 1996 from the previous year 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 year.
Also contributing to lower gross margin was higher indirect costs. The
largest increase in indirect cost occurred in equipment depreciation
expense. 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 renting
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
<PAGE>
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.
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 results of operations are not necessarily indicative of
results to be achieved for full fiscal years.
1997 Net
Quarter Revenue Earnings
(In thousands)
1st $15,655 $ 714
2nd 19,945 2,034
3rd 24,855 1,195
4th 21,484 776
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
Liquidity and Capital Resources - Net cash provided by operating activities
was $10.8 million versus $9.0 million the prior year. Higher cash receipts
from customers accounted for the increase. Revenues were higher in the
first three quarters, but lower in the fourth, versus the prior year. This
resulted in increased cash receipts from customers during the year and
lower accounts receivable at year end.
Net cash used in investing activities was $6.6 million versus $9.4 million
the prior year. The difference was due to increased investments in
brownfield sites, offset by lower capital expenditures. In 1997 the Company
continued to invest in brownfield sites. During the year the Company also
completed the cleanup and sale of a brownfield site.
<PAGE>
Capital expenditures were lower in 1997 relative to 1996 and 1995. However,
capital expenditures in those two earlier years were high by historical
standards. At $2.6 million, capital expenditures in 1997 were more
consistent with years prior to 1995. The higher expenditure in 1996 and
1995 were principally related to the Company's expansion of its dewatering
and water treatment operations in those years. Future capital expenditures
will depend upon the nature and needs of future projects.
The Company paid a regular quarterly dividend of 3.5 cents per share of
Common Stock and 3.18 cents per share of Class B Common Stock. Total
dividends paid were $1.3 million.
The Board of Directors has authorized the repurchase of up to 800,000
shares of which 518,240 had been repurchased through December 31, 1997.
However, no shares were repurchased during 1997.
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.
In 1997 the cleanup and sale of one of these sites were completed and the
Company acquired interests in one additional site. At the end of 1997, the
Company's investment in brownfield sites was $8.6 million. The Company will
invest further funds in the cleanup of the two remaining 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, 1997, the Company had working capital of $62.6 million
versus $65.7 million a year earlier. Working capital included $51.6 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, 1997,
there were no outstanding letters of credit or borrowing against these
lines.
The Company is aware of the "Year 2000" issue which affects most
corporations and concerns the inability of information systems, primarily
computer software programs, to properly recognize and process
date-sensitive information relating to the Year 2000 and beyond. The
Company believes it is pursuing appropriate courses of action to identify
and address Year 2000 compliance including efforts to obtain assurances
from its software vendors regarding compliance. The Company believes that
it is on schedule to complete its Year 2000 initiatives and does not expect
that the cost of compliance will have a material effect on its financial
position or results of operations.
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS, EXCEPT SHARE DATA)
_________________________________________________________________
1997 1996 1995
REVENUES (Note 11) $ 81,939 $ 85,749 $ 102,472
__________ __________ __________
COSTS AND EXPENSES:
Direct and indirect
costs: 68,214 69,217 80,009
Selling, general and
administrative 10,055 9,586 8,612
__________ __________ __________
78,269 78,803 88,621
__________ __________ __________
EARNINGS FROM OPERATIONS 3,670 6,946 13,851
__________ __________ __________
OTHER:
Interest income 2,385 2,168 2,255
Interest expense (226) (206) (205)
Realized gain on sale of
marketable securities 863 414 62
Realized gain on sale of
real estate 299 0 0
__________ __________ __________
3,321 2,376 2,112
__________ __________ __________
EARNINGS BEFORE INCOME
TAXES 6,991 9,322 15,963
INCOME TAXES
(Notes 1 and 8) 2,272 3,040 5,844
__________ __________ __________
NET EARNINGS $ 4,719 $ 6,282 $ 10,119
========== ========== ==========
BASIC AND DILUTED EARNINGS
PER SHARE (Note 1) $ 0.47 $ 0.62 $ 1.00
========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 10,104,252 10,106,190 10,151,133
========== ========== ==========
CASH DIVIDENDS PER SHARE:
Common Stock $ 0.14 $ 0.14 $ 0.14
========== ========== ==========
Class B Common Stock $ 0.13 $ 0.13 $ 0.13
========== ========== ==========
See notes to consolidated financial statements.
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
_________________________________________________________________
ASSETS 1997 1996
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 4,522 $ 1,472
Marketable securities (Note 2) 47,090 48,125
Accounts receivable (Note 3) 16,532 24,635
Costs and estimated earnings on
contracts in progress in excess of
related billings (Note 4) 4,847 3,296
Prepaid expenses and other current assets 688 705
Deferred income taxes (Notes 1 and 8) 0 504
_______ _______
Total current assets 73,679 78,737
_______ _______
PROPERTY AND EQUIPMENT (Notes 1 and 5):
Land 308 308
Buildings and improvements 3,507 3,413
Construction and field equipment 18,040 15,697
Vehicles 5,596 5,425
Office furniture and equipment 1,671 1,622
_______ _______
29,122 26,465
Less accumulated depreciation 14,763 12,269
_______ _______
Total property and equipment, net 14,359 14,196
_______ _______
INVESTMENT IN BROWNFIELD REAL ESTATE 8,631 1,857
_______ _______
OTHER ASSETS 2,603 2,295
_______ _______
TOTAL ASSETS $99,272 $97,085
======= =======
See notes to consolidated financial statements.
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
_________________________________________________________________
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996
CURRENT LIABILITIES:
Accounts payable:
Current $ 5,392 $ 7,696
Retentions 643 580
Note payable - current (Note 6) 12 331
Compensation, income taxes and other
current liabilities (Note 8) 1,773 2,187
Deferred income taxes (Notes 1 and 8) 151 0
Amounts billed in excess of costs and
estimated earnings on contracts
in progress (Note 4) 3,065 2,205
_______ _______
Total current liabilities 11,036 12,999
_______ _______
DEFERRED INCOME TAXES (Notes 1 and 8) 1,863 1,951
_______ _______
NOTES PAYABLE (Note 6) 2,000 2,000
_______ _______
STOCKHOLDERS' EQUITY (Notes 1, 7 and 10):
Common Stock, $.0625 par value:
Authorized 19,200,000 shares,
Issued 3,161,240 and 3,083,720 shares 198 193
Class B Common Stock, $.0625 par value:
Authorized 12,800,000 shares,
Issued 7,486,440 and 7,524,760 shares 468 470
Preferred Stock, $.10 par value:
Authorized 1,000,000 shares,
Outstanding - none 0 0
Additional paid-in capital 24,861 24,478
Retained earnings 61,872 58,455
_______ _______
87,399 83,596
Treasury stock (518,240 shares
common stock, at cost) (3,723) (3,723)
_______ _______
83,676 79,873
Unrealized gain on marketable
securities, net of tax (Note 2) 792 357
Cumulative translation adjustment (95) (95)
_______ _______
Total stockholders' equity 84,373 80,135
_______ _______
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $99,272 $97,085
======= =======
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 (IN THOUSANDS)
________________________________________________________________
1997 1996 1995
CASH FLOWS FROM OPERATING
ACTIVITIES:
Cash receipts from customers $ 89,368 $ 85,814 $ 94,852
Cash payments to
subcontractors, suppliers
and employees (77,976) (76,900) (86,553)
Interest received 2,385 2,168 2,255
Interest paid (226) (206) (205)
Taxes paid (2,725) (1,977) (5,259)
Tax refunds received 8 122 84
_________ _________ ________
Net cash provided by
operating activities 10,834 9,021 5,174
_________ _________ ________
CASH FLOWS FROM INVESTING
ACTIVITIES:
Investments purchased (25,627) (45,096) (26,868)
Investments sold 28,114 42,006 29,993
Capital expenditures (2,577) (5,383) (6,890)
Brownfield acquisition and
remediation costs (7,544) (1,857) 0
Change in notes receivable 1 1 (1)
Proceeds from sale of
fixed assets 13 945 30
Proceeds from the sale of real
estate 1,069 0 0
________ ________ ________
Net cash used in
investing activities (6,551) (9,384) (3,736)
________ ________ ________
CASH FLOWS FROM FINANCING
ACTIVITIES:
Debt proceeds 41 331 749
Principal payments of debt (360) (749) 0
Proceeds from exercise of
stock options 388 31 110
Acquisition of treasury stock 0 (709) 0
Dividends paid (1,302) (1,295) (1,302)
________ ________ ________
Net cash used in
financing activities (1,233) (2,391) (443)
________ ________ ________
EFFECT OF EXCHANGE RATE
CHANGES ON CASH 0 0 5
________ ________ ________
NET CHANGE IN CASH AND
CASH EQUIVALENTS 3,050 (2,754) 1,000
________ ________ ________
<PAGE>
1997 1996 1995
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 1,472 4,226 3,226
________ ________ _________
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 4,522 $ 1,472 $ 4,226
======== ======== ========
RECONCILIATION OF NET EARNINGS
TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Net earnings $ 4,719 $ 6,282 $ 10,119
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Bad debt expense 0 24 39
Depreciation and
amortization 2,406 2,405 1,903
Increase in cash
surrender value of life
insurance (326) (222) (251)
Provision for deferred
income taxes 412 482 585
Gain on sale of
real estate (299) 0 0
Gain on sale of
marketable securities (863) (414) (62)
Loss (gain) on sale
of fixed assets 17 (15) (5)
Change in assets and
liabilities affecting
cash flow:
Accounts receivable 8,103 1,916 (1,467)
Costs and estimated
earnings on contracts
in progress in excess
of related billings (1,551) (740) (1,175)
Prepaid expenses and
other current assets 17 141 416
Other assets (4) 13 28
Accounts payable (2,241) (1,242) 1,077
Compensation, income
taxes and other
current liabilities (416) 1,486 (1,061)
Amounts billed in excess
of costs and estimated
earnings on contracts
in progress 860 (1,095) (4,972)
________ ________ _______
NET CASH PROVIDED BY
OPERATING ACTIVITIES $10,834 $ 9,021 $ 5,174
======= ======= =======
See notes to consolidated financial statements.
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (NOTE 7)
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(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, 1995 $188 $474 $24,336 $44,651 $(3,014) $(295) $(100)
Conversion of
27,280 shares
Class B common
stock to common
stock 2 (2) 0 0 0 0 0
Issuance of 12,480
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)
<PAGE>
Conversion of
27,280 shares
Class B common
stock to
common stock 2 (2) 0 0 0 0 0
Purchase of
72,640 treasury
shares from
common stock 0 0 0 0 (709) 0 0
Issuance of
4,480 shares
upon the
exercise of
stock options 0 0 31 0 0 0 0
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)
Conversion of
38,320 shares
Class B common
stock to
common stock 2 (2) 0 0 0 0 0
Issuance of
39,200 shares
upon the
exercise of
stock options 3 0 324 0 0 0 0
<PAGE>
Tax benefits
arising from the
exercise of
stock options 0 0 59 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 0 435 0
Net earnings 0 0 0 4,719 0 0 0
____ ____ _____ ______ _____ _____ _____
Balance,
December 31, 1997 $198 $468 $24,861 $61,872 $(3,723) $792 $ (95)
==== ==== ======= ======= ======== ====== ======
See notes to consolidated financial statements.
</TABLE>
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
_________________________________________________________________
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of the Business - Sevenson Environmental Services, Inc. (the
"Company") 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 including some
Company-owned Brownfields. 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.
Basis of Presentation - The Company specializes in hazardous waste site
remediation. All majority-owned subsidiary companies are included in the
consolidated financial statements of the Company. All significant
intercompany accounts and transactions have been eliminated.
Related Party Transactions - SCC Contracting, Inc. ("SCC"), a construction
company owned by the five principal shareholders of the Company has been,
and is expected to continue to be, operated out of office facilities owned
by the Company and has used, and is 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 Company and SCC was adopted to provide
guidelines for the performance and pricing of intercompany services and use
of facilities. This services agreement specifies various formulae to
determine charges to be made for the provision of services and facilities
and equipment usage. The formulae are intended to fairly allocate expenses
between the businesses. During the years ended December 31,1997, 1996 and
1995, expenses allocated to SCC amounted to approximately $195,918,
$148,436 and $79,146, of which $18,604, $0 and $7,486 remained outstanding
as of December 31, 1997, 1996 and 1995, respectively. During the years
ended December 31, 1997, 1996, and 1995, SCC allocated expenses of $53,850,
<PAGE>
$228,962, and $0, respectively, to the Company related to the use of
equipment, of which $53,850 and $176,679 remained outstanding as of
December 31, 1997 and 1996, respectively.
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.
Investment in Brownfield Real Estate - Investment in brownfield real estate
represents investments in non-wholly owned subsidiaries which own various
tracts of contaminated land ("brownfields") which were acquired during 1997
and 1996. The Company has agreed to perform site remediation services at
the sites. The value of the asset includes the purchase price in addition
to costs incurred in the site assessment, remedial design and site
remediation. The Company expects the land to be sold upon remediation. The
Company will recognize any gain or loss on the real estate transaction at
time of sale.
Other Assets - Other assets represent the cash surrender value of officers'
life insurance policies and various other intangible assets.
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.
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.
<PAGE>
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 - Effective December 31, 1997, the Company adopted
Financial Accounting Standards Board Statement No. 128, "Earnings per
Share" ("SFAS 128"). SFAS 128 replaces current earnings per share ("EPS")
reporting requirements and requires the dual presentation of basic and
diluted EPS. Basic EPS excludes dilution and is computed by dividing net
income by the weighted average number of shares outstanding for the period.
Diluted EPS would reflect the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted to common stock. The calculation of diluted EPS does not consider
the effects of antidilution.
Estimates - The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements during the reported
period. Actual results could differ from those estimates.
Reclassifications - Certain reclassifications of 1996 and 1995 balances
have been made to conform with classifications used in 1997.
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 income taxes. Unrealized
holding gains and losses for trading securities would be included in
earnings.
A summary of marketable securities at December 31, 1997 and 1996 follows:
<PAGE>
(In Thousands)
December 31,
1997 1996
_____________________
Common stock $ 4,884 $ 1,701
Preferred stock 188 313
Municipal bond inventory 13,447 27,097
Mutual funds 19,484 8,662
Certificates of deposit 0 852
Trading securities - at market,
which approximates cost 9,087 9,500
________ ________
Total $47,090 $48,125
======== ========
Gross unrealized holding gains and losses at December 31, 1997 totaled
$1,140,157 and $0, respectively, and $536,670 and $0, respectively, at
December 31, 1996.
Contractual maturities for investments in debt securities
available-for-sale at December 31, 1997 (in thousands) are as follows:
1997 1996
_____________________
Due in one year or less $ 4,474 $ 5,980
Due after one year through
three years 6,857 14,151
Due after three years 2,116 6,966
_______ ________
Total $13,447 $27,097
======= ========
Actual maturities may differ from contractual maturities because some
issuers have the right to prepay obligations.
Gross gains of $888,000 in 1997 and $451,000 in 1996 and gross losses of
$25,000 in 1997 and $37,000 in 1996 were realized on the sale of
investments. The cost of securities sold is based on the specific
identification method.
3. ACCOUNTS RECEIVABLE
(In Thousands)
December 31,
1997 1996
____________________
Current estimates $14,235 $21,139
Retentions 1,989 3,234
Due from related companies,
officers and employees 333 286
Other 16 17
_______ ______
16,573 24,676
Less allowance for doubtful
accounts 41 41
_______ ________
Total $16,532 $24,635
======= ========
<PAGE>
The Company anticipates that substantially all retentions will be collected
within the next year.
4. CONTRACTS IN PROGRESS
(In Thousands)
December 31,
1997 1996
____________________
Accumulated expenditures
on contracts in progress $55,073 $74,057
Estimated earnings thereon 10,128 25,779
_______ _______
65,201 99,836
Less applicable progress
billings 63,419 98,745
_______ _______
Total $ 1,782 $ 1,091
======= =======
The contracts are shown in the accompanying consolidated balance sheets as
follows:
(In Thousands)
December 31,
1997 1996
____________________
Costs and estimated earnings
on contracts in progress
in excess of related billings $ 4,847 $ 3,296
Billings on contracts in excess
of costs and estimated
earnings (3,065) (2,205)
_______ _______
Total $ 1,782 $ 1,091
======= =======
5. LINE OF CREDIT ARRANGEMENTS
The Company 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 facility 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 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, or if
elected, at an annual rate as determined by the Bank at its sole
discretion. There are no compensating balance arrangements in connection
with these lines. As of December 31, 1997 there were no outstanding
borrowings under these lines.
<PAGE>
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. It is anticipated
that repayment will be funded by insurance on the life of each former
shareholder. Additional notes for $11,774 and $330,591 were outstanding as
of December 31, 1997 and 1996, respectively, with various vendors for the
purchase of construction equipment.
7. CAPITAL STOCK
During 1997, the Company had an eight for five stock split. All per share
and outstanding common share data were effected retroactively for the
split.
The authorized capital stock of the Company consists of 19,200,000 shares
of Common Stock, $.06 par value, 12,800,000 shares of Class B Common Stock,
$.06 par value, and 1,000,000 shares of Preferred Stock, $.10 par value.
The Company has issued 3,161,240, 3,083,720 and 3,053,720 shares of Common
Stock and 7,486,440, 7,524,760 and 7,550,280 shares of Class B Common Stock
as of December 31, 1997, 1996 and 1995, 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:
(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 1997,
1996 and 1995, 38,320, 27,280, and 27,280 shares, respectively, of Class B
Common Stock were converted into shares of Common Stock.
<PAGE>
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 320,000 shares, or 3% of its outstanding common stock. In August
1992, the Board of Directors increased the number of shares to 480,000, or
5% of its outstanding common stock. In August 1995, the Board of Directors
increased the number of shares to 800,000, or 8% of its outstanding common
stock. Through December 31, 1997 the Company had repurchased a total of
518,240 shares for $3,723,000.
8. INCOME TAXES
The provision for income taxes is comprised of the following:
(In Thousands)
Year ended December 31,
1997 1996 1995
___________________________________
Currently payable:
Federal $1,413 $1,980 $4,258
State 447 578 1,306
______ ______ ______
1,860 2,558 5,564
______ ______ ______
Deferred:
Federal 346 397 214
State 66 85 66
______ ______ ______
412 482 280
______ ______ ______
Total $2,272 $3,040 $5,844
====== ====== ======
<PAGE>
A reconciliation of the federal statutory income tax rate to the
effective income tax rate is as follows:
Year ended December 31,
1997 1996 1995
________________________________
Provision based on
statutory rate 34.0% 35.0% 35.0%
State income taxes,
net of federal tax
benefit 5.9 4.7 5.7
Tax-exempt interest
and dividends (7.8) (7.4) (4.3)
Other 0.4 0.5 (0.2)
____ ____ ____
Total 32.5% 32.8% 36.6%
==== ==== ====
Deferred taxes relating to temporary differences in the recognition of
revenues and expenses for tax and financial reporting purposes are as
follows:
(In Thousands)
Year ended December 31,
1997 1996 1995
____________________________________
Depreciation $ 195 $ 526 $ 396
Prepaid expenses 76 (13) (116)
Contract reserves 24 0 (14)
Contingency reserve 138 0 0
Other (21) (31) 14
_____ _____ _____
Total $ 412 $ 482 $ 280
===== ===== ======
At December 31, 1997, the components of net deferred tax
assets/liabilities are as follows:
Total of all deferred tax assets $ 467
Total of all deferred tax liabilities $ 2,481
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 1995.
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 employees in
the defined contribution plans for the years ended December 31, 1997, 1996
and 1995 amounted to $583,000, $503,000, and $447,000, respectively.
<PAGE>
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 $150,000,
$200,000, and $300,000 were made for the years ended December 31, 1997,
1996 and 1995, 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 4,800 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 320,000 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 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.
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, including cancelled
shares, under these options through December 31, 1997 was 349,700 of which
155,520 shares are currently exercisable and 41,500 shares have been
cancelled. 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, 1997:
Price Ranges
Shares Per Share
Outstanding January 1, 1995 123,680 $6.88-$12.34
Granted 56,000 $10.78
Exercised (12,480) $6.88-$7.50
Cancelled (3,200) $6.88-$7.50
_______
Outstanding December 31, 1995 164,000 $6.88-$12.34
Granted 68,800 $10.63
Exercised (4,480) $6.88-$7.50
Cancelled (14,400) $6.88-$10.78
_______
<PAGE>
Outstanding December 31, 1996 213,920 $6.88-$12.34
Granted 58,500 $14.00
Exercised (39,200) $6.88-$10.78
Cancelled (7,900) $6.88-$10.78
_______
Outstanding December 31, 1997 225,320 $6.88-$12.34
=======
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, 1997 and December 31, 1996 the Company had 225,320 and
213,920 shares outstanding related to stock options with a range of
exercise prices of $6.88 to $12.34 in both years at a weighted-average
exercise price of $11.31 and $9.48, respectively, and with a
weighted-average remaining contractural life in years of 7.5 and 7.4,
respectively. Stock options with respect to 155,520 and 138,880 shares were
exercisable at December 31, 1997 and 1996, respectively, at a
weighted-average exercise price of $10.36 and $9.00, respectively. The
weighted-average fair value of stock options granted for the years ended
December 31,1997 and 1996, were $9.00 and $9.87, respectively.
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,
1997 and 1996: risk-free interest rates of 8.50% and 8.25%, respectively;
dividend yields of 1.2% and 1.4%, respectively; volatility factors of the
expected market price of the Company's common stock of 44% and 40%,
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, 1997 and 1996, were $4,364 and $5,997, and $.43
and $.59, respectively.
11. MAJOR CUSTOMERS
The Company's largest customer in 1997 accounted for 28% of 1997 revenues.
The Company's two largest customers in 1996 accounted for 22% each of 1996
revenues. The Company's largest customer in 1995 accounted for 23% of 1995
revenues. Due to the nature of the Company's business, major customers
<PAGE>
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, 1997.
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, 1997, 1996 and 1995:
(In Thousands)
1997 1996 1995
______________________________
Backlog, January 1 $ 64,961 $ 43,613 $ 58,404
New contracts 72,286 90,649 75,166
Revenues from construction
contracts (80,912) (86,229) (103,505)
Contract adjustments, net 4,261 16,928 13,548
________ ________ ________
Backlog, December 31 $ 60,596 $ 64,961 $ 43,613
======== ======== ========
14. QUARTERLY RESULTS (UNAUDITED)
Unaudited summarized results for each quarter in 1997, 1996 and 1995 are as
follows (in thousands, except per-share data):
First Second Third Fourth
Quarter Quarter Quarter Quarter
________________________________________
1997:
Revenues $ 15,655 $ 19,945 $ 24,855 $ 21,484
Gross margin 2,956 4,997 3,551 2,692
Provision for income
taxes 291 1,160 599 222
Net earnings 714 2,034 1,195 776
Basic and diluted
earnings per share 0.07 0.20 0.12 0.08
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
Basic and diluted
earnings per share 0.05 0.20 0.17 0.20
<PAGE>
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
Basic and diluted
earnings per share 0.15 0.28 0.37 0.20
<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, 1997 and
1996, and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1997. 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, 1997 and 1996, and the
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
Buffalo, New York
February 6, 1998
<PAGE>
Management
Board of Directors
Michael A. Elia
President and Chief Executive Officer
Arthur A. Elia
Former President and Chief
Executive Officer
Laurence A. Elia
Vice President
President, Sevenson Environmental Ltd.
Richard A. Elia
Executive Vice President
William J. McDermott
Vice President, Chief Financial
Officer and Secretary
Dena M. Armstrong
Treasurer and Assistant Vice President
Joseph J. Castiglia
Former President and Chief
Executive Officer, Pratt & Lambert
United, Inc. (paint, industrial coatings
and adhesives manufacturer)
Robert S. Kelso
Former President and Chief
Executive Officer, Calspan
Corporation (an aerospace research
and development company)
Audit Committee
Joseph J. Castiglia
Robert S. Kelso
Officers
Michael A. Elia
President and Chief Executive Officer
Richard A. Elia
Executive Vice President
Laurence A. Elia
Vice President
William J. McDermott
Vice President, Chief Financial
Officer and Secretary
<PAGE>
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
Corporate Information
Headquarters
2749 Lockport Road
Niagara Falls, NY 14302-0396
(716) 284-0431
Internet: http://www.sevenson.com
Offices
Atlanta
105 Bradford Square
Suite A
Fayetteville, GA 30215
(770) 460-4620
Chicago
9245 Calumet Avenue
Suite 101
Munster, Indiana 46321
(219) 836-0116
Philadelphia
4 Lake View Drive
Chadds Ford, PA 19317
(215) 388-0721
Pittsburgh
100 Rock Springs Road
Delmont, PA 15626
(412) 468-3377
<PAGE>
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
Auditors
Deloitte & Touche LLP
50 Fountain Plaza
Suite 250
Buffalo, New York 14202
Transfer Agent and Registrar
American Stock Transfer &
Trust Company
40 Wall Street
New York, New York 10005
Stock Listing
NASDAQ National Market
tier of the NASDAQ Stock Market
under the symbol SEVN
Form 10-K
Single copies of the Company's 1997 Annual Report on Securities and
Exchange Commission Form 10-K will be provided without charge to
stockholders upon written request directed to the Secretary, Sevenson
Environmental Services, Inc., 2749 Lockport Road, Niagara Falls, New York
14302-0396.
<PAGE>
EXHIBIT 21
List of Subsidiaries
All Wholly-Owned
Subsidiary Where Incorporated
Sevenson Environmental Ltd. Canada
Waste Stream Technology Inc. Delaware
Sevenson Industrial Services, Inc. Delaware
Sevenson Environmental Services of PA, Inc. Pennsylvania
Sevenson International Environmental Services, Inc. Delaware
Sevenson Resources, Inc. California
<PAGE>
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