SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
Annual Report Under Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
Commission File No. 0-17536
SEVENSON ENVIRONMENTAL SERVICES, INC.
_____________________________________
(Exact name of registrant as specified in its charter)
New York 16-1091535
_______________________________ __________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2749 Lockport Road
PO Box 396
Niagara Falls, NY 14302
___________________________
(Address of principal executive offices)
(Zip Code)
(716) 284-0431
_____________________________
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock
________________
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ___X____ No ________
Cover Page 1 of 2 Pages
<PAGE>
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements or incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 14, 2000, 2,142,019 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 14, 2000) of the Common Stock held by non-
affiliates was approximately $19.4 million. As of the same
date, 7,394,210 shares of Class B Common Stock were outstanding.
------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 2000 Annual
Meeting of Stockholders and 1999 Annual Report to Stockholders
are incorporated by reference into Part III hereof.
Cover Page 2 of 2 Pages
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
Sevenson provides a comprehensive range of field services for the
remediation of sites and facilities contaminated by hazardous
materials ("site remediation"). These services include on-site
treatment, containment, and excavation and removal of
contaminated materials. The Company also decontaminates,
demolishes and closes contaminated industrial facilities and
provides industrial cleaning services. Sevenson has performed
site remediation field services since 1979, when it was selected
as the principal contractor for the remediation of the Love Canal
site in Niagara Falls, New York. The Company also participates
as an investor in ventures which acquire, clean up 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 contracts with others for these services.
Since its inception, the Company has been successful in marketing
its services to both private and public sector customers. The
following table summarizes revenue contribution from these
customers during the last three years:
Contract Revenues Years Ended December 31,
(in Millions)
1999 1998 1997
____ ____ ____
Public Sector $58.1 (46%) $37.3 (44%) $29.9 (37%)
Private Sector 69.1 (54%) $47.4 (56%) $52.0 (63%)
Total $127.2 $84.7 $81.9
The Company's customers include major industrial corporations and
government agencies. Since entering the business in 1979, the
Company has performed over 800 contracts, including contracts at
79 Superfund sites, with a combined value of almost $1 billion.
In performing its services, Sevenson emphasizes safety, quality,
timeliness and cost. The Company performs most work with its own
employees and equipment, which allows it to maintain a high
degree of control over its operations.
<PAGE>
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, Pittsburgh (Delmont,
Pennsylvania), Philadelphia (Chadds Ford, Pennsylvania), Chicago
(Merrillville, Indiana), Atlanta (Fayetteville, Georgia) and Los
Angeles (Long Beach, California). The operations of Waste Stream
Technology Inc., the Company's laboratory subsidiary, are
conducted at office, laboratory and shop facilities in Buffalo,
New York.
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 20 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.
<PAGE>
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 February 4, 2000 there were 1,281
existing and proposed sites on the EPA's National Priorities List
("NPL"), of those 676 were listed as construction completed.
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 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, regulations for the RCRA
Corrective Action Program, which addresses the clean-up of active
manufacturing facilities, result in private sector cleanup
projects.
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,
<PAGE>
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 STRIPPING 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.
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
<PAGE>
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. 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
<PAGE>
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 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 beginning and end of the project for all employees. The
Company's commitment to health and safety is reflected by
<PAGE>
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 57%, 71% and 78% of revenues for 1999, 1998 and
1997, 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 1999 accounted for 22% and
18% of 1999 revenues. The Company's two largest customers in
1998 accounted for 28% and 14% of 1998 revenues. The Company's
largest customer in 1997 accounted for 28% of 1997 revenues. No
other customer accounted for more than 10% of total revenues in
any of the three years in the period ended December 31, 1999.
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.
<PAGE>
Backlog
_______
On December 31, 1999, the Company had an estimated backlog of
work under contracts believed to be firm of approximately $112.5
million, as compared with an estimated backlog of approximately
$91.1 million and $60.6 million on December 31, 1998 and 1997,
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. Customers also 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 $112.5 million at December 31, 1999 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 $22 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 prior to September 30,
1999 were covered, and all operations since that date are
covered, by pollution liability insurance.
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.
<PAGE>
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. When required, the Company contracts for these
services, 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
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
<PAGE>
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 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
<PAGE>
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 14, 2000, the Company had 233 full-time permanent
employees of whom 13 were officers, 80 were project management,
engineering and estimating personnel, 32 were scientists and
technical personnel, 7 were in business development and
marketing, 31 were administrative personnel and 70 were field and
shop personnel. In addition, the Company employs from 200 to 250
field workers on a temporary, 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 sometimes enters into project agreements with local
construction trades unions which provide field workers for
particular projects.
The Company considers its relations with its employees to be
good.
ITEM 2. PROPERTIES
The Company and its subsidiaries currently operate out of six
separate facilities. The Company believes that its current
facilities are adequate for its present operations.
The following table summarizes the location and character of all
significant property owned or leased by the Company as of
February 29, 2000:
<PAGE>
Square
Property Location Footage Lease Expiration
________ ________ _______ ________________
Headquarter Office, Niagara Falls, NY 65,000 Owned
shop and yard
facilities
Office Pittsburgh 3,000 Owned
(Delmont, PA)
Office Philadelphia 4,600 July 31, 2000
(Chadds Ford, PA)
Office Atlanta 2,000 August 31, 1999
(Fayetteville, GA)
Office and shop Chicago 8,000 November 30, 2004
(Merrillvile, IN)
Office Long Beach, CA 2,000 December 31, 2000
Office, laboratory Buffalo, NY 52,000 Owned
and shop Waste
Stream Technology Inc.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings to which the Company is a party are
pending. 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.
<PAGE>
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 48 President, Chief Executive
Officer, Director
Laurence A. Elia 49 Vice President and Director
Richard A. Elia 46 Executive Vice President and
Director
William J. McDermott 50 Vice President-Finance,
Secretary and Director
Dena M. Armstrong 42 Treasurer, Assistant Vice
President-Finance and
Director
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.
<PAGE>
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
____ _______ ____ ___
1999 4th Quarter 10 7/8 8 13/16
3rd Quarter 11 5/8 8 3/4
2nd Quarter 11 5/8 7 1/2
1st Quarter 8 9 1/2
1998 4th Quarter 9 7 3/8
3rd Quarter 9 7 11/16
2nd Quarter 10 1/8 8 3/8
1st Quarter 12 1/2 8 1/2
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
(b) APPROXIMATE NUMBER OF HOLDERS OF EACH CLASS OF COMMON
STOCK. As of March 14, 2000, 2,142,019 shares of the Company's
Common Stock were outstanding and the number of holders of record
of that class on that date was 65. 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 400. As of the same date, there were
7,394,210 shares of the Company's Class B Common Stock
outstanding which were held by five stockholders or in trust for
their minor children.
<PAGE>
(c) DIVIDENDS. Since the third quarter of 1994 the Company
has paid a regular quarterly dividend. For the fourth quarter of
1999, 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. 1999 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. 1999 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, 1999 and 1998, and the related
Consolidated Statements of Earnings, Stockholders' Equity and
Cash Flows for each of the three years in the period ended
December 31, 1999, together with the report thereon of Deloitte &
Touche LLP dated February 14, 2000, are contained on pages 9
through 23 of the Sevenson Environmental Services, Inc. 1999
Annual Report to Stockholders and are incorporated herein by
reference. Supplementary quarterly financial information
contained on page 22 under "Quarterly Results" is incorporated
herein by reference.
With the exception of the aforementioned information and the
information incorporated by reference in Items 6 and 7, the
Annual Report to Stockholders is not to be deemed filed as part
of this Form 10-K Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding Directors is contained under the
caption "Election of Directors" in the Company's definitive Proxy
Statement involving the election of directors at its 2000 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
<PAGE>
120 days after December 31, 1999 and is incorporated herein by
reference. Information related to Executive Officers of the
Company appears on page 12 of this Annual Report on Form 10-K.
The information included under "Compliance with Section 16(a) of
the Securities Exchange Act of 1934" in the Company's definitive
Proxy Statement related to its 2000 Annual Meeting of
Stockholders is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
This information is contained under the captions "Executive
Compensation" and "Compensation Committee Interlocks and Insider
Participation" in the Company's definitive Proxy Statement
related to its 2000 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 2000 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 1999 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. 1999 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.....
Valuation and Qualifying Accounts.............
<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 17 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, 1999.
(c) Exhibits Filed. See Item 14(a)(3) above.
(d) Financial Statement Schedules. See Item 14(a)(2).
<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 14th day of March, 2000.
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 14th day of
March, 2000 by the following persons in the capacities indicated:
/s/ Michael A. Elia /s/ Arthur A. Elia
______________________________ _____________________________
Michael A. Elia, Arthur A. Elia, Director
Director and President
(Chief Executive Officer)
/s/ Richard A. Elia /s/ Laurence A. Elia
______________________________ _____________________________
Richard A. Elia, Laurence A. Elia, Director and
Director and Executive Vice President
Vice President
/s/ William J. McDermott /s/ Dena M. Armstrong
______________________________ _____________________________
William J. McDermott, Director, Dena M. Armstrong, Director,
Vice President and Secretary Treasurer and Assistant
(Chief Financial Officer) Vice President
/s/ Joseph J. Castiglia /s/ Robert S. Kelso
______________________________ _____________________________
Joseph J. Castiglia, Director Robert S. Kelso, Director
<PAGE>
DELOITTE & TOUCHE
Deloitte & Touche LLP
Suite 250
Key Bank Tower
50 Fountain Plaza
Buffalo, New York 14202
Telephone: (716) 843-7200
Facsimile: (716) 856-7760
INDEPENDENT AUDITORS' REPORT ON SCHEDULES
We have audited the consolidated financial statements of Sevenson
Environmental Services, Inc. and Subsidiaries ("the Company") as
of December 31, 1999 and 1998, and for each of the three years in
the period ended December 31, 1999, and have issued our report
thereon dated February 14, 2000; such consolidated financial
statements and report are included in your 1999 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 consolidated 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 consolidated financial statement schedule, when considered
in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the
information set forth therein.
/s/ Deloitte & Touche LLP
Buffalo, New York
February 14, 2000
<PAGE>
<TABLE>
<CAPTION>
SEVENSON ENVIRONMENTAL SERVICES, INC. SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
_________________________________________________________________________________________
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Description Additions
_______________________
Balance at Charged to Charged to
Beginning Cost and Other Balance at
of Year Expenses Accounts Deductions End of Year
<S> <C> <C> <C> <C> <C>
Allowance for
doubtful accounts:
1997 $40,575 $ 0 $ 0 $ 0 $40,575
1998 40,575 0 0 0 40,575
1999 40,575 0 0 0 40,575
</TABLE>
<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.
9.1 Renewal of Voting Agreement dated as of April 2, 1999
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 1999 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
<PAGE>
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 Exhibit 3(a) of the Company's
amended report on Form 10-Q/A for the quarter ended June 30,
1998 (File No. 0-17536).
** Incorporated by reference to Exhibit 3(b) of the Company's
amended report on Form 10-Q/A for the quarter ended June 30,
1998 (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).
**** Incorporated by reference to the same exhibit numbers in the
Company's registration statement on Form S-1 (File
No. 0-17536).
<PAGE>
EXHIBIT 9.1
RENEWAL OF VOTING AGREEMENT
RENEWAL OF VOTING AGREEMENT ("Renewal Agreement") made
as of the 2nd day of April, 1999 by and among MICHAEL A. ELIA,
WILLIAM J. McDERMOTT, LAURENCE A. ELIA, RICHARD A. ELIA, and ALAN
R. ELIA, JR. (the "Stockholders").
WHEREAS, the Stockholders executed a Voting Agreement
dated as of April 3, 1989 concerning the voting of shares of
Class B common stock of Sevenson Environmental Services, Inc.
WHEREAS, the Stockholders desire to renew the Voting
Agreement.
NOW, THEREFORE, in consideration of the foregoing and
of the mutual agreements contained herein, it is agreed:
1. The Voting Agreement is hereby renewed for a ten-
year period commencing on the date the Voting
Agreement otherwise would have terminated.
2. Section 7. Renewal of the Voting Agreement is
hereby amended to delete the words "Delaware
Corporation Law" and substitute therefor the words
"New York Business Corporation Law.
IN WITNESS WHEREOF, the Stockholders have executed this
Renewal Agreement as of the date and year first written above.
/s/ Michael A. Elia
_____________________________
Michael A. Elia
/s/ William J. McDermott
_____________________________
William J. McDermott
/s/ Laurence A. Elia
_____________________________
Laurence A. Elia
/s/ Richard A. Elia
_____________________________
Richard A. Elia
/s/ Alan R. Elia, Jr.
_____________________________
Alan R. Elia, Jr.
<PAGE>
EXHIBIT 10.6
AGREEMENT
=================================================================
THIS AGREEMENT, made as of the lst day of January, 1997, by
and between SEVENSON ENVIRONMENTAL SERVICES, INC. (hereafter
"Sevenson") and SCC CONTRACTING, INC. (hereafter "SCC").
WITNESSETH: that
WHEREAS, Sevenson provides facilities and services used in
common by Sevenson and SCC; and
WHEREAS, it is in the mutual interest of Sevenson and SCC to
ensure the continuation of the sharing of facilities and services
and to provide an agreed basis, equitable to each, for the
allocation of the cost of such facilities and services.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties agree as follows:
1.0 OFFICE, YARD AND SHOP FACILITIES. The parties share
common office, yard and shop facilities at 2749 Lockport Road,
Niagara Falls, New York. Those facilities are owned by Sevenson.
SCC agrees to pay a pro-rata share of Sevenson's Actual Cost (as
hereinafter defined in Section 7.0) of maintaining and operating
those facilities as determined in accordance with the subparts of
this Section 1.
1.1 PHYSICAL PLANT FACILITIES. For purposes of this
Agreement, physical plant facilities are divided into three
areas: (1) Administrative Office, (2) Engineering and Estimating
Office, and (3) Shop. The Actual Cost of maintaining and
operating the physical plant facilities (including the Actual
Cost for such items as repair, maintenance, property insurance,
fuel, water, electricity, depreciation, and real property taxes
and assessments) will first be allocated among the three areas
pro-rata by the square footage of each area in relation to the
total square footage of the three. Those allocated to the
administrative Office Area will be considered part of
Administrative, Bookkeeping and Accounting Services and a portion
thereof will be charged to SCC in accordance with Section 2.0,
below. Those allocated to the Shop Area will be considered part
of General Shop and Yard Services and a portion thereof will be
charged to SCC in accordance with Section 3.0, below. Those
allocated to the Engineering and Estimating Office will be
allocated to SCC pro-rata by the percentage the number of SCC
engineering and estimating personnel occupying that office bears
to the total of all such personnel occupying same.
<PAGE>
1.2 TELEPHONE FACILITIES. Sevenson will maintain a system
of cost accounting for all out-going long distance telephone
calls which will assign the charge for each such call to the
company for which the call was made. SCC will pay the Actual
Cost of all such long distance calls made on its behalf, and
additionally, will pay a pro-rata share of all telephone and
telephone related Actual Costs based on the percentage SCC's long
distance charges bear to total long distance charges.
1.3 COMPUTER FACILITIES. Sevenson will maintain a record
of computer usage by each company. SCC agrees to pay a pro-rata
share of all computer and computer related Actual Costs based on
the percentage SCC's computer usage bears to total computer
usage.
2.0 ADMINISTRATIVE, BOOKKEEPING AND ACCOUNTING SERVICES.
Sevenson will continue to provide administrative, bookkeeping and
accounting services for both companies. SCC agrees to pay a pro-
rata share of Sevenson's total Actual Cost of such services.
SCC's pro-rata share will be a percentage of such Actual Costs
equal to the same percentage as SCC's pro-rata share of computer
and computer related costs as specified in Section 1.3 above.
3.0 YARD AND SHOP SERVICES. Sevenson will continue to
provide yard and shop services for both companies. SCC agrees to
pay Sevenson the Actual Cost of any such services which are
readily identifiable as services provided for the specific
benefit of SCC. SCC further agrees to pay Sevenson a pro-rata
share of all Actual Costs of general yard and shop services.
General yard and shop services are services which are not readily
identifiable as provided for the benefit of a specific company.
The Actual Cost of general yard and shop services include the
Actual Cost of supervisory and clerical personnel, general labor,
tools, small parts and lubricants. SCC's pro-rata share of such
costs will be the percentage the weight of SCC-owned vehicles and
equipment bears to the total combined weight of both companies'
vehicles and equipment.
4.0 INSURANCE. SCC will pay a share of the Actual Cost of
Sevenson's insurance program in accordance with the following.
4.1 COMPREHENSIVE GENERAL LIABILITY. Premiums for the
comprehensive general liability insurance policy currently
maintained by Sevenson are computed as a percentage of Workers
Compensation payroll subject to retrospective adjustment based on
losses incurred in the policy year. SCC agrees to pay the
portion of the basic premium attributable to its Workers
Compensation payroll. SCC also agrees to pay a pro-rata share of
any additional retrospective premium assessed for a policy year
during which SCC had Workers Compensation payroll. Conversely,
SCC will receive, pro-rata, the benefit of any return
retrospective premium for such a year. SCC's pro-rata share of a
retrospective premium adjustment will be the percentage SCC's
Workers Compensation payroll for the subject year bears to the
total Workers Compensation payroll for both companies that year.
<PAGE>
4.2 EXCESS UMBRELLA LIABILITY. The premium for these
policies is a basic annual lump sum amount plus an additional
premium if revenues or payroll in the policy year exceed a
certain amount. Each year, Sevenson will make an equitable
allocation of the basic annual premium between Sevenson and SCC.
in making the appraisal, such factors as the limits of liability
needed by each, company and the estimated premium cost if each
company purchased its own insurance requirements separately shall
be considered. Unless otherwise agreed, SCC will pay its
allocated share of the basic annual premium; and, SCC will also
pay its pro-rata share of any additional premium to be determined
on the same basis (revenue or payroll) used to determine the
liability for and amount of any such additional premium.
4.3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY.
Workers Compensation and Employers Liability Insurance premiums
are based upon payroll costs. SCC will pay all premiums related
to its payroll costs. Workers Compensation and Employers
Liability Insurance premiums are also subject to retrospective
adjustment based on losses in the policy year. SCC also agrees
to pay a pro-rata share of any additional retrospective premium
assessed for a policy year during which SCC had Workers
Compensation payroll. Conversely, SCC will receive, pro-rata,
the benefit of any return retrospective premium for such a year.
SCC's share of retrospective premium adjustment will be the
percentage SCC's Workers Compensation premiums for the subject
year bear to total premiums paid by both companies that year.
4.4 COMPREHENSIVE AUTOMOBILE LIABILITY AND PHYSICAL
DAMAGE. Premiums for this insurance are determined on a per unit
basis, subject to retrospective adjustment based on losses
incurred in the policy year. SCC will pay the per unit premium
for each of its vehicles insured under the policy. SCC also
agrees to pay a pro-rata share of any additional retrospective
premium assessed for a policy year during which SCC had vehicles
covered by the policy. Conversely, SCC will receive, pro-rata,
the benefit of any return retrospective premium for such a year.
SCC's pro-rata share of a retrospective premium adjustment will
be based on the percentage SCC's total basic premium bears to
both companies combined total basic premium for that year.
4.5 PROPERTY INSURANCE. The cost of property
insurance for the common facilities will be considered a part of
physical plant costs and allocated per Section 1.1 above. The
cost of any other property insurance will be paid by the company
which owns the property.
4.6 INLAND MARINE COVERAGES. The premiums for these
coverages are based on the insured value of equipment, equipment
rental paid and installation sales. SCC agrees to pay the
portion of the premiums attributable to its equipment, owned and
rented, and to its installation sales.
<PAGE>
4.7 LIFE, HEALTH AND DISABILITY INSURANCE PLANS. SCC
will reimburse Sevenson for the cost of maintaining these
coverages for SCC's employees. Reimbursement will be based on
Sevenson's annual per covered employee cost of these coverages
regardless of employee marital status, age, health history, or
coverage option.
5.0 RETIREMENT SAVINGS, PENSION, PROFIT-SHARING AND OTHER
BENEFIT PLANS. Both Sevenson and SCC maintain certain benefit
plans of which the other is a participating employer. Each
party, agrees to pay the cost of such plans attributable to its
participation.
6.0 OTHER GENERAL AND ADMINISTRATIVE SERVICES AND SUPPLIES.
The parties share other common general and administrative
services including secretarial, photocopying and telecopying, and
also share common office supplies, the expense of which is not
provided for elsewhere in this agreement. SCC agrees to pay a
pro-rata share of the Actual Cost of these services and supplies.
SCC's pro-rata share will be based on the percentage SCC's
revenues bear to the total revenues for both companies.
7.0 OTHER FACILITIES AND SERVICES. If at the other party's
request, either party provides the other with facilities or
services not addressed in the foregoing sections, payment shall
be made therefor at the Actual Cost of such facilities or
services. "Actual Cost" as used herein and elsewhere in this
agreement means (a) for equipment or other property, the fair
rental value thereof based on in-house rental rate schedules or,
if available, generally accepted, currently published monthly
rates therefor, (b) for labor, wages paid to employees directly
rendering the services plus the cost of fringe benefits and
related insurance and taxes, and (c) for outside facilities and
services, the direct cost thereof; "Actual Cost" shall not
include any charge or mark-up for indirect general and
administrative expense.
8.0 ADJUSTMENT OF ALLOCATION METHODS. The Audit Committee
of the Board of Directors of Sevenson shall review the allocation
of costs and expenses between Sevenson and SCC semi-annually. If
the Audit Committee believes that the methods for allocating
costs and expenses under this Agreement do not fairly allocate
such costs and expenses between Sevenson and SCC, it may revise
the methods of allocation.
9.0 TERM. The term of this Agreement shall be five (5)
years from the date hereof, provided, however, that Sevenson may
terminate this Agreement at any time upon three (3) months prior
notice to SCC.
10.0 PARTIES AND BINDING EFFECT. As used herein, the
"parties" and "companies" mean Sevenson Environmental Services,
Inc., a Delaware corporation, and SCC Contracting, Inc., a New
<PAGE>
York corporation, and their respective subsidiaries and
affiliates; "party" and "company" mean either of the parties and
its respective subsidiaries and affiliates. This Agreement shall
be binding upon, and inure to the benefit of, the parties, their
respective successors and assigns.
11.0 ENTIRE AGREEMENT. This is the entire Agreement of the
parties pertaining to the subject matter.
12.0 MODIFICATIONS. This Agreement may not be modified
orally, by course of dealing or by any method other than by
written agreement signed by a duly authorized officer of both
parties or may any term of this Agreement be waived except by
such Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
SEVENSON ENVIRONMENTAL SERVICES, INC.
By /s/ Michael A. Elia
______________________________
Michael A. Elia, President
SCC CONTRACTING, INC.
By /s/ Laurence A. Elia
______________________________
Laurence A. Elia, President
<PAGE>
EXHIBIT 10.7
AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 1997, by
and between SEVENSON ENVIRONMENTAL SERVICES, INC. (hereafter
"Sevenson") and SEVENSON HOTEL ASSOCIATES, INC. (hereafter
"Hotel");
WHEREAS, Sevenson and SCC Contracting, Inc. have entered
into an Agreement of same date with respect to certain ongoing
services provided by Sevenson to SCC Contracting, Inc. ("SCC
Services Agreement"); and
WHEREAS, Sevenson is currently providing and is willing to
continue to provide bookkeeping and accounting services for Hotel
and is also willing to permit Hotel to continue to be a
participating employer in certain benefit plans maintained by
Sevenson.
IT IS AGREED:
1. The cost of the bookkeeping and accounting services
provided by Sevenson to Hotel and the cost of Hotel's
participation in Sevenson's benefit plans shall be allocated to
and paid by Hotel pursuant to the methodology set forth in the
SCC Services Agreement in Sections 1.3, 2.0 and 5.0 thereof.
Such cost may be set off in part or whole by the value of hotel
services provided by Hotel to Sevenson. Hotel services shall be
valued at the most favorable rates (lowest) charged by Hotel to
other corporate customers for the same or similar services.
2. This Agreement shall be for a term of five (5) years
from the date hereof, provided, however, that Sevenson may
terminate this Agreement upon three (3) months prior notice to
Hotel.
3. The Adjustment of Allocation Methods set forth in
Section 8.0 of the SCC Services Agreement shall be applicable to
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
SEVENSON ENVIRONMENTAL SERVICES, INC.
By /s/ Michael A. Elia
_____________________________
Michael A. Elia, President
SEVENSON HOTEL ASSOCIATES, INC.
By /s/ William J. McDermott
_____________________________
William J. McDermott, President
<PAGE>
EXHIBIT 13
1999 Annual Report to Stockholders
Contents
________
Annual Message to Stockholders
Financial Review
Consolidated Statements of Earnings
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders'Equity
Notes to Consolidated Financial Statements
Independent Auditors'Report
Management
Corporate Information
Notice of Annual Meeting
________________________
The Annual Meeting of the Stockholders of Sevenson Environmental
Services, Inc., will be held on Tuesday, May 23, 2000 at
10:00 a.m. EDT at the Comfort Inn, One Prospect Point, Niagara
Falls, New York 14303.
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. Sevenson has performed over 800
projects with a combined value of almost $1 billion, including
projects at 79 Superfund sites.
Headquartered in Niagara Falls, New York, the Company and its
subsidiaries also maintain offices in Pittsburgh, Philadelphia,
Buffalo, Chicago and Los Angeles. Present full-time employees
number 233.
Sevenson's common stock trades on the National Market tier of
The Nasdaq Stock Market [registration mark] under the symbol
SEVN.
<PAGE>
Forward-Looking Statements
__________________________
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, 1999, 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>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
For the years ended December 31
(In thousands except per share data) 1999 1998 1997
___________________________________________________________________________
INCOME STATEMENT
Revenue $127,173 $ 84,700 $ 81,939
Net Earnings $ 9,737 $ 6,545 $ 4,719
Earnings Per Share $ 1.02 $ 0.66 $ 0.47
Dividends Paid Per Share:
Common $ 0.14 $ 0.14 $ 0.14
Class B Common $ 0.13 $ 0.13 $ 0.13
Weighted Average Common
Shares Outstanding 9,539 9,946 10,104
___________________________________________________________________________
BALANCE SHEET - December 31
___________________________________________________________________________
Cash, Cash Equivalents and
Marketable Securities $ 51,925 $ 59,924 $ 51,612
Working Capital $ 64,716 $ 62,106 $ 62,643
Total Assets $127,327 $ 103,464 $ 99,272
Long-Term Debt $ 2,592 $ 2,245 $ 2,000
Stockholders' Equity $ 93,278 $ 85,115 $ 84,373
Common Shares Outstanding 9,536 9,546 10,129
___________________________________________________________________________
Common Share Book Value $ 9.78 $ 8.92 $ 8.33
___________________________________________________________________________
<PAGE>
ANNUAL MESSAGE TO STOCKHOLDERS
[PHOTO]
Michael A. Elia, President
To Our Stockholders:
I am pleased to report that our Company set new records for
revenues, earnings and backlog in 1999. Our previous record for
revenues, $102.5 million in 1995, was exceeded by 24% as our
revenues reached $127.2 million. Earnings per share were $1.02
compared to the previous record of $1.00, also in 1995. Backlog
at the end of the year was a record $112.5 million, 23% higher
than the previous record of $91.1 at the end of 1998.
The Company has made good progress over the last two years
as we have enjoyed generally favorable conditions and trends in
our business and industry. I will describe what those conditions
and trends have been and how I expect they will affect our
business going forward.
Federal government cleanup spending.
___________________________________
Much has been said and written over the past five years about
pressure on the Superfund budget. Despite this, the Company's
public sector revenues have grown both in dollars and percentage-
wise over that period. As I have said in previous years' letters,
while government budgets for environmental programs may be under
pressure, an increased percentage of those budgets is being
dedicated to cleanup work versus investigations, studies,
overhead and other non-cleanup activities. For fiscal 2000,
Superfund's budget was reduced and for fiscal 2001 it may be
reduced further. However, reductions have been targeted for non-
cleanup activities. Cleanup funding remains a priority for the
public and policy-makers. It remains to be seen what the long
term effect of budget reductions will be but for the foreseeable
future we expect cleanup spending to be maintained.
"Cleanup funding remains a priority
for the public and policymakers."
Private sector cleanup spending.
_______________________________
Throughout the '90s a majority of our revenues came from private
sector customers. In 1999 our revenues from the private sector
increased 45% over 1998 and were at their highest since 1995.
Private spending is driven by government enforcement of
environmental laws and secondarily by the economy. With both
<PAGE>
strong public support for enforcement and a healthy economy,
these factors continue to produce a steady flow of private sector
cleanup work.
"With both strong public support
for enforcement of environmental
laws and a healthy economy, these
factors continue to produce a
steady flow of private sector
cleanup work."
Industry consolidation.
______________________
Since the mid-'90s our industry has matured and consolidated.
Many of our principal competitors of the early '90s have
disappeared through mergers, acquisitions and departures. As a
result, competition has generally eased and we see fewer
incidents of overly aggressive bidding by our competitors. In
1999 our bidding success rate was excellent, nearly 30%, up from
10% or lower just a few years ago.
"Many of our principal competitors...
have disappeared through mergers,
acquisitions and departures. As a
result, competition has generally eased..."
Dredging, dewatering and water treatment.
________________________________________
The Company has been performing large-scale cleanups of
contaminated sediments in waterways and water bodies since the
mid-'90s. Over that time the Company has built a reputation and
capability for this work that is unmatched in our industry. In
1999 over a quarter of the Company's revenue was from dredging,
dewatering and water treatment projects. Throughout the country,
contaminated sediments in waterways and water bodies, as well as
industrial lagoons and basins, will require cleanup in coming
years. As in the past few years, we expect that these
technically and operationally challenging projects will be an
important part of our business for years to come.
"...the Company has built a reputation
and capability for this work that is
unmatched in our industry."
Brownfields.
___________
Our efforts in Brownfields continues to disappoint. Although
contaminated sites are numerous, attractive Brownfields
opportunities are difficult to find. Since 1997, we have found
no new sites to acquire. Our Brownfields activities have been
confined to completing the cleanup of two sites which we
<PAGE>
purchased in 1996 and 1997. While we are satisfied with the
progress we have made with these sites, we are disappointed in
our inability to expand this business with other sites. In part
the difficulty we have experienced is due to regulatory, legal
and business issues which have inhibited Brownfields
redevelopment generally across the country. These issues are
being recognized and reforms are being advocated.
"Our Brownfields activities have been
confined to completing the cleanup of
two sites which we purchased in 1996
and 1997. While we are satisfied with
the progress we have made with these
sites, we are disappointed in our
inability to expand this business..."
Our Company is well positioned for a successful 2000.
Please continue your support and interest as the year unfolds.
Cordially
Michael A. Elia
President
February 14, 2000
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
FINANCIAL REVIEW
Five-Year Selected Financial Data
_________________________________
(In thousands, except per share amounts)
___________________________________________________________________________
Years Ended December 31,
___________________________________________________________________________
1999 1998 1997 1996 1995
___________________________________________________________________________
INCOME STATEMENT DATA:
Revenue $ 127,173 $ 84,700 $ 81,939 $ 85,749 $102,472
Earnings from
Operations 13,120 6,862 3,670 6,946 13,851
Net Earnings 9,737 6,545 4,719 6,282 10,119
Basic and Diluted
Earnings Per Share $ 1.02 $ 0.66 $ 0.47 $ 0.62 $ 1.00
___________________________________________________________________________
BALANCE SHEET DATA:
DECEMBER 31
Working Capital $ 64,716 $ 62,106 $ 62,643 $ 65,738 $ 64,777
Total Assets 127,327 103,464 99,272 97,085 93,281
Long-Term Debt
(including current
maturities) 2,592 2,245 2,000 2,000 2,000
Stockholders' Equity 93,278 85,115 84,373 80,135 75,715
___________________________________________________________________________
Applicable per share amounts have been restated for the Company's 1997
stock split.
<PAGE>
Sevenson Environmental Services, Inc. and Subsidiaries
______________________________________________________
Management's Discussion and Analysis of Financial Condition and
Results of Operations
_________________________________________________________________
RESULTS OF OPERATIONS
The following table sets forth certain items of selected
consolidated financial information as a percentage of revenues
for the periods indicated. This table and the subsequent
discussion should be read in conjunction with the selected
financial information and the Consolidated Financial Statements
and Notes to Consolidated Financial Statements of the Company
included elsewhere in this Annual Report.
_________________________________________________________________
Years Ended December 31,
________________________
1999 1998 1997
____ ____ ____
Revenue 100.0% 100.0% 100.0%
Gross Margin 18.8 19.6 16.8
Selling, General &
Administrative Expenses 8.5 11.5 12.3
Earnings from Operations 10.3 8.1 4.5
Earnings Before Income Taxes 12.1 11.7 8.5
Net Earnings 7.6 7.7 5.8
_________________________________________________________________
1999 VERSUS 1998 - Revenues for 1999 were a record $127.2 million
compared to $84.7 million in 1998, a 50% increase. The previous
annual revenues record was $102.5 million in 1995. 1999 s record
revenues were a direct result of record backlog at the beginning
of the year, $91.1 million (compared to $60.6 million at the
beginning of 1998 and the previous record of $65.0 million at the
beginning of 1997), and the receipt during the first quarter of a
record (for the first quarter) $51.9 million in additional
backlog. At the end of the first quarter the Company had a
record backlog of $124.9 million compared to $62.0 million a year
earlier and the previous record for that date of $77.0 million in
1994. One contract, a $23 million contract from the State of New
York for work at the Cumberland Bay site near Plattsburgh, New
York, accounted for a significant portion of the new backlog.
The Company's success acquiring backlog continued throughout
the year. The Company ended the year with record backlog of
$112.5 million compared to the previous record of $91.1 million a
year earlier. The chief factors which contributed to this
success were the increased number and size of contract
opportunities available and the Company's higher win rate due in
part to less aggressive bidding by competitors.
<PAGE>
Earnings from operations increased 91% to $13.1 million from
$6.9 million in 1998. The increase was due to higher revenues,
offset in part by higher selling, general and administrative
(SG&A) expense and lower gross margin (18.8% versus 19.6%).
Gross margin reflects the profit margins of projects active
during the year. The profit margin for a particular project is
the product of a number of factors including the nature of the
project, competition and the impact of operational conditions on
project execution. 1999's gross margin was increased by the
reversal of a $1 million patent infringement verdict entered
against the Company in 1997. Without that increase, gross margin
would have been 18.0%. Over the five years 1995 through 1999, the
Company's gross margin ranged from a high of 21.9% (1995) to a
low of 16.8% (1997). The Company expects that gross margin will
continue to fall within or near this range in the foreseeable
future.
SG&A expense was $10,802,000, up 11% from $9,729,000 in
1998. Most of the increase was attributable to business
development efforts including casino gaming initiatives, a new
branch location for the Company's industrial services subsidiary,
and general marketing. Expenses associated with the Company's
installation of a new accounting software system also attributed
to the increase in SG&A expense.
Interest income was $2,468,000 as compared to $2,377,000 in
1998. The increase was due to higher interest rates generally
and to a higher proportion of taxable interest-bearing
investments which bear a higher rate of interest than tax exempt
investments. Realized gain on marketable securities was
$240,000, down from $852,000 in 1998. Rising interest rates
reduced the value of some longer term interest bearing
investments. The Company recognized a net loss of $1,483,000 on
an investment in Powerize.com, Inc., an emerging internet-based
information service provider. The Company realized net rental
income of $1,187,000 from a Brownfields property which the
Company owns and is remediating.
The effective tax rate was 36.5% as compared to 33.8% in
1998. The higher rate was due to higher earnings from operations
as a percentage of pre-tax earnings versus interest income.
Interest income includes tax exempt and dividend income which
have a lower effective tax rate.
1998 VERSUS 1997 - Revenues for 1998 were $84.7 million, or 3%
higher than 1997 revenues of $81.9 million. The minor increase
was due to higher second quarter revenues ($28.9 million compared
to $19.9 the prior year). One larger ($8.9 million) project
begun and completed in the second quarter, was responsible for
higher second quarter revenues. Revenues in the other quarters
were either lower (first and third quarters) or only slightly
higher (fourth quarter) than the prior year's corresponding
<PAGE>
quarters. Revenues were relatively flat over the years 1998 and
1997 for two reasons. First, the Company's backlog of signed
contracts at the beginning of both years was about the same
($60.6 million in 1998 and $65.0 million in 1997). Second, the
Company experienced difficulty building backlog from the fourth
quarter of 1997 through the first half of 1998. Competition and
weak private sector demand were primary causes of the difficulty.
The inability to build backlog ended in the third quarter
with receipt of two contracts from EPA Region II with a combined
value of $26.9 million. Backlog at September 30 was a record
$98.7 million (compared to the previous record for that date of
$76.0 million a year earlier). At year's end, backlog stood at
$91.1 million which is a record for that date (compared to $60.6
million a year earlier and $65.0 million two years earlier, the
previous record).
Earnings from operations increased 86% to $6.9 million from
$3.7 million in 1997. The increase was attributable to higher
gross margin (19.6% versus 16.8%) and, to a lesser extent, lower
selling, general and administrative expense (SG&A).
1998's gross margin of 19.6% was reduced by the impact of an
$8 million project, which was performed under dispute and is the
subject of a claim (no effect of which is included in the year's
results). Without that project, gross margin would have been in
excess of 22%.
Gross margin for 1998 was higher due also to lower indirect
costs. Indirect costs for equipment repair and maintenance,
insurance and transportation were all lower. The decline in
these costs was in part due to initiatives by management to
control and reduce these costs.
SG&A expense was down 4% to $9.7 million compared to $10.1
million in 1997. Marketing, main office, and legal and
accounting expenses were lower, but the decreases in these
categories were partially offset by higher branch office expense.
Again, this reduction was due in part to management initiatives
to reduce expense.
Interest income was $2.4 million, virtually unchanged from
1997. The Company realized gain on sale of marketable securities
of $852,000, also virtually the same as 1997.
The effective tax rate was 33.8% as compared to 32.5% in
1997. The higher rate was due to higher earnings from operations
as a percentage of pre-tax earnings versus interest income.
Interest income consists primarily for tax exempt and dividend
income which have a lower effective tax rate.
<PAGE>
FLUCTUATIONS IN QUARTERLY RESULTS -The commencement or completion
of projects within a particular quarter, the seasonal nature of
the Company's business, the spending decisions of 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 have 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.
_________________________________________________________________
1999
Net
Quarter Revenue Earnings
_________________________________________________________________
(In thousands)
1st $18,108 $ 796
2nd 27,698 2,620
3rd 42,743 3,193
4th 38,624 3,128
_________________________________________________________________
1998
Net
Quarter Revenue Earnings
_________________________________________________________________
(In thousands)
1st $13,269 $ (239)
2nd 28,910 2,135
3rd 20,260 2,112
4th 22,261 2,537
_________________________________________________________________
LIQUIDITY AND CAPITAL RESOURCES - Net cash provided by operating
activities was $1.9 million compared to $15.8 million in 1998.
Higher net earnings and depreciation were offset by higher
accounts receivable at year end ($39.9 million versus $13.4
million a year earlier). Cash receipts from customers were
$109.6 million, or 86% of revenues, compared to 1998 when cash
receipts from customers were $92.7 million, or 109% of revenues.
Higher accounts receivable at year end (and thus lower cash
receipts as a percentage of revenues) were due to timing
differences in the earning of revenues and thus the receipt of
payments from customers. Higher revenues in the fourth quarter
compared to the fourth quarter of 1998 ($38.6 million versus
$22.3 million), were largely responsible for higher accounts
receivable at year end.
<PAGE>
Net cash used in investing activities was $1.5 million
compared to $4.3 million in 1998. Net investments sold were $8.1
million whereas in 1998 the Company purchased net investments of
$1.2 million. Investments were sold principally to raise cash
for capital expenditures which amounted to $7.2 million compared
to $1.3 million in 1998. Capital expenditures are generally for
field equipment, either typical construction equipment, such as
trucks, backhoes and bulldozers, or specialized processing and
treatment equipment and facilities. The Company's decision to
invest in such equipment depends upon the needs of current
projects, the availability of needed equipment (either from the
Company's fleet or by rental), and the anticipated future use of
the equipment if purchased.
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 $1.2 million.
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. Since 1997 no new sites have been purchased.
In 1998, the Company purchased the interest of another party in
one of the sites. During 1999, the Company sold a parcel of non-
Brownfield property which had been acquired as part of the
acquisition of an adjacent Brownfield site; the Company retains
the Brownfield site itself. At the end of 1999, the Company's
investment in Brownfield sites was $8.8 million. The Company
will invest further funds in the cleanup of one of the remaining
sites (cleanup at the other sites is substantially complete) 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.
During 1999 the company invested $5.2 million in Powerize,
com, Inc., a closely-held, emerging internet information services
provider. The Company expects to make further investments in or
advances to Powerize in 2000.
On December 31, 1999, the Company had working capital of
$64.7 million versus $62.1 million a year earlier. Working
capital included $51.9 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.
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
___________________________________________________________________________
(In thousands, except share data) Years ended December 31,
___________________________________________________________________________
1999 1998 1997
___________________________________________________________________________
REVENUE (Note 10) $ 127,173 $ 84,700 $ 81,939
___________ __________ _________
COSTS AND EXPENSES:
Direct and indirect costs 103,251 68,109 68,214
Selling, general and
administrative (Note 1) 10,802 9,729 10,055
___________ __________ _________
114,053 77,838 78,269
___________ __________ _________
EARNINGS FROM OPERATIONS 13,120 6,862 3,670
___________ __________ _________
OTHER:
Interest income 2,468 2,377 2,385
Interest expense (185) (210)
(226)
Realized gain on sale of
marketable securities 240 852 863
Realized gain on sale of
real estate 0 0 299
Equity in net loss of subsidiary (1,483) 0 0
Other income 1,187 0 0
___________ __________ _________
2,227 3,019 3,321
___________ __________ _________
EARNINGS BEFORE INCOME TAXES 15,347 9,881 6,991
INCOME TAXES (Notes 1 and 7) 5,610 3,336 2,272
___________ __________ __________
NET EARNINGS $ 9,737 $ 6,545 $ 4,719
=========== ========== ==========
BASIC AND DILUTED EARNINGS
PER SHARE (Note 1) $ 1.02 $ 0.66 $ 0.47
=========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 9,538,752 9,945,805 10,104,252
=========== ========== ==========
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
___________________________________________________________________________
(In thousands, except share data) December 31,
___________________________________________________________________________
1999 1998
___________________________________________________________________________
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 11,053 $ 10,851
Marketable securities (Note 2) 40,872 49,073
Accounts receivable, net (Note 3) 39,882 13,439
Costs and estimated earnings on contracts in
progress in excess of related billings
(Notes 1 and 4) 1,045 2,514
Prepaid expenses and other current assets 878 621
__________ __________
TOTAL CURRENT ASSETS 93,730 76,498
__________ __________
PROPERTY AND EQUIPMENT (Note 1):
Land 323 307
Buildings and improvements 3,549 3,529
Construction and field equipment 24,556 18,700
Vehicles 5,868 5,786
Office furniture and equipment 2,084 1,723
__________ __________
36,380 30,045
Less accumulated depreciation 19,120 16,996
__________ __________
TOTAL PROPERTY AND EQUIPMENT, NET 17,260 13,049
__________ __________
INVESTMENT IN BROWNFIELD REAL ESTATE (NOTE 1) 8,866 10,192
__________ __________
OTHER ASSETS (NOTE 1) 7,471 3,725
__________ __________
TOTAL ASSETS $ 127,327 $ 103,464
========== ==========
See notes to consolidated financial statements.
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
___________________________________________________________________________
December 31,
___________________________________________________________________________
1999 1998
___________________________________________________________________________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Current $ 11,888 $ 5,514
Retentions 676 396
Notes payable - current (Note 5) 1,393 662
Compensation, income taxes and other
current liabilities (Note 7) 1,867 2,134
Deferred income taxes (Notes 1 and 7) 141 102
Amounts billed in excess of costs and
estimated earnings on contracts in progress
(Notes 1 and 4) 13,049 5,584
________ ________
TOTAL CURRENT LIABILITIES 29,014 14,392
________ ________
DEFERRED INCOME TAXES (Notes 1 and 7) 2,443 1,712
________ ________
NOTES PAYABLE (Note 5) 2,592 2,245
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY (Notes 1, 6 and 9):
Common Stock, $.01 and $.01 par value:
Authorized 12,000,000 shares,
Issued 3,253,470 and 3,212,830 shares 33 33
Class B Common Stock, $.01 and $.01 par value:
Authorized 8,000,000 shares,
Issued 7,394,210 and 7,434,850 shares 74 74
Preferred Stock, $.01 par value:
Authorized 1,000,000 shares,
Outstanding - none 0 0
Additional paid-in capital 25,420 25,420
Retained earnings 75,499 67,001
________ ________
101,026 92,528
Treasury stock (1,111,451 and 1,102,051 shares
common stock, at cost) (8,563) (8,487)
________ ________
92,463 84,041
Accumulated other comprehensive income:
Unrealized gain on marketable securities,
net of tax (Note 2) 815 1,074
________ ________
TOTAL STOCKHOLDERS' EQUITY 93,278 85,115
________ ________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $127,327 $103,464
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
___________________________________________________________________________
(In thousands) Years ended December 31,
___________________________________________________________________________
1999 1998 1997
___________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash receipts from customers $ 109,648 $ 92,699 $ 89,368
Cash payments to subcontractors,
suppliers and employees (105,483) (76,074) (77,976)
Interest received 2,468 2,377 2,385
Interest paid (185) (210) (226)
Taxes paid (4,595) (3,412) (2,725)
Tax refunds received 66 421 8
________ ________ ________
Net cash provided by
operating activities 1,919 15,801 10,834
________ ________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments purchased (26,893) (23,258) (25,627)
Investments sold 40,314 22,054 28,114
Investment in subsidiary (5,297) 0 0
Capital expenditures (7,245) (1,276) (2,577)
Acquisition and remediation costs (2,079) (2,349) (7,544)
Change in notes receivable 0 459 1
Proceeds from sale of fixed assets 16 7 13
Net rental income from Brownfields
property 1,187 0 0
Equity in loss of subsidiary (1,483) 0 0
Proceeds from the sale of real estate 0 69 1,069
________ ________ ________
Net cash used in investing activities (1,480) (4,294) (6,551)
________ ________ ________
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt proceeds 1,661 1,073 41
Principal payments of debt (583) (166) (360)
Proceeds from exercise of stock options 0 0 388
Acquisition of treasury stock (76) (4,764) 0
Dividends paid (1,239) (1,321) (1,302)
________ ________ ________
Net cash used in financing activities (237) (5,178) (1,233)
NET CHANGE IN CASH AND CASH EQUIVALENTS 202 6,329 3,050
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 10,851 4,522 1,472
________ ________ ________
CASH AND CASH EQUIVALENTS, END OF YEAR $ 11,053 $ 10,851 $ 4,522
========= ======== ========
See notes to consolidated financial statements
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
___________________________________________________________________________
(In thousands) Years ended December 31,
___________________________________________________________________________
1999 1998 1997
___________________________________________________________________________
RECONCILIATION OF NET EARNINGS TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net earnings $ 9,737 $ 6,545 $ 4,719
Adjustments to reconcile net
earnings to net cash
provided by operating activities:
Depreciation and amortization 3,041 2,548 2,406
Increase in cash surrender
value of life insurance (353) (331) (326)
Provision for deferred income taxes 831 (395) 412
Gain (loss) on sale of real estate 0 40 (299)
Gain on sale of marketable securities (240) (852) (863)
(Gain) loss on sale of fixed assets (16) 15 17
Change in assets and liabilities
affecting cash flow:
Accounts receivable (26,443) 3,093 8,103
Costs and estimated earnings on
contracts in progress in
excess of related billings 1,469 2,333 (1,551)
Prepaid expenses and other
current assets (264) 67 17
Other assets 306 (17) (4)
Accounts payable 6,647 (125) (2,241)
Compensation, income taxes and
other current liabilities (261) 361 (416)
Amounts billed in excess of costs
and estimated earnings on
contracts in progress 7,465 2,519 860
_________ ________ ________
NET CASH PROVIDED BY OPERATING
ACTIVITIES $ 1,919 $ 15,801 $ 10,834
========= ======== ========
See notes to consolidated financial statements.
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Note 6)
<TABLE>
<CAPTION>
Years ended December 31, 1999, 1998 and 1997 (In thousands, except share data)
_________________________________________________________________________________________________________________________________
Other
Comprehensive Income
Unrealized
Class B Additional Gain (Loss) on
Common Common Paid-In Retained Treasury Marketable Cumulative
Total Stock Stock Capital Earnings Stock Securities Translation
_________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1997 $ 80,135 $ 193 $ 470 $ 24,478 $ 58,455 $(3,723) $ 357 $ (95)
Conversion of 38,320 shares
Class B common stock to common stock 0 2 (2) 0 0 0 0 0
Eight-for-five stock split at par value 0 118 280 (398) 0 0 0 0
Issuance of 39,200 shares upon the
exercise of stock options 327 3 0 324 0 0 0 0
Tax benefits arising from the
exercise of stock options 59 0 0 59 0 0 0 0
Cash dividends paid (1,302) 0 0 0 (1,302) 0 0 0
Comprehensive income:
Change in unrealized gain
on marketable securities,
net of tax $214 435 0 0 0 0 0 435 0
Net earnings 4,719 0 0 0 4,719 0 0 0
________ _____ _____ ________ ________ _______ _______ _____
Total comprehensive income 5,154 0 0 0 4,719 0 435 0
________ _____ _____ ________ ________ _______ _______ _____
Balance, December 31, 1997 $ 84,373 $ 316 $ 748 $ 24,463 $ 61,872 $(3,723) $ 792 $ (95)
__________________________________________________________________________________________________________________________________
<PAGE>
Purchase of 583,811 treasury
shares of common stock (4,764) 0 0 0 0 (4,764) 0 0
Conversion of 51,590 shares
Class B common stock to
common stock 0 1 (1) 0 0 0 0 0
Conversion to $.01 paid (1,321) 0 0 0 (1,321) 0 0 0
Liquidation of par value 0 (284) (673) 957 0 0 0 0
Cash dividends Canadian subsidiary 0 0 0 0 (95) 0 0 95
Comprehensive income:
Change in unrealized gain on
marketable securities,
net tax of $138 282 0 0 0 0 0 282 0
Net earnings 6,545 0 0 0 6,545 0 0 0
________ _____ _____ ________ ________ _______ _______ _____
Total comprehensive income 6,827 0 0 0 6,545 0 282 0
________ _____ _____ ________ ________ _______ _______ _____
Balance, December 31, 1998 $ 85,115 $ 33 $ 74 $ 25,420 $ 67,001 $(8,487) $ 1,074 $ 0
__________________________________________________________________________________________________________________________________
Purchase of 9,400 treasury
shares from common stock (76) 0 0 0 0 (76) 0 0
Conversion of 40,640 shares
Class B common stock to common stock 0 0 0 0 0 0 0 0
Cash dividends paid (1,239) 0 0 0 (1,239) 0 0 0
Comprehensive income:
Change in unrealized gain on
marketable securities,
net of tax $(149) (259) 0 0 0 0 0 (259) 0
Net earnings 9,737 0 0 0 9,737 0 0 0
________ _____ _____ ________ ________ _______ _______ _____
Total comprehensive income 9,478 0 0 0 9,737 0 (259) 0
________ _____ _____ ________ ________ _______ _______ _____
Balance, December 31, 1999 $ 93,278 $ 33 $ 74 $ 25,420 $ 75,499 $(8,563) $ 815 $ 0
======== ===== ===== ======== ======== ======= ======= =====
See notes to consolidated financial statements.
</TABLE>
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(In thousands, except share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE BUSINESS - Sevenson Environmental Services,
Inc. (the "Company") was incorporated in the State of New York in
1977 and changed its state of incorporation to Delaware in 1989.
Effective May 19, 1998, the Company was re-incorporated in New
York as a result of a merger with its predecessor of the same
name. 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. 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 - All wholly-owned and majority-owned
subsidiary companies are included in the consolidated financial
statements of the Company. The equity method of accounting is
used for companies and other investments in which the Company has
significant influence, generally this represents common stock
ownership of at least 20% and not more than 50%. 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. The Company rents equipment owned by SCC for
which the Company pays the fair market rental rate.
<PAGE>
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, 1999,
1998, and 1997, expenses allocated to SCC amounted to $140, $136
and $196, of which $49, $17 and $19 remained outstanding as of
December 31, 1999, 1998 and 1997, respectively. During the years
ended December 31, 1999, 1998 and 1997, SCC allocated expenses of
$338, $168, and $54, respectively, to the Company related to the
use of equipment, of which $338, $168, and $54 remained
outstanding as of December 31, 1999, 1998 and 1997,
respectively.
SEGMENT INFORMATION - The business operations of the Company are
concentrated in one segment, which is the remediation of sites
and facilities contaminated by hazardous materials including some
Company-owned Brownfields.
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 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. The Company has a tenant
on one of its Brownfield properties and records related rental
income as other income within its Statement of Earnings.
OTHER ASSETS - Other assets represent the cash surrender value of
officers' life insurance policies, investment in subsidiary and
various other intangible assets. Intangible assets are amortized
on a straight-line basis over the estimated useful lives of the
assets, not to exceed 40 years.
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.
<PAGE>
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 the
financial 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 installed in the project, subcontractor costs, outside
vendor equipment rental and other direct costs including shop and
yard charges.
As contracts extend over one or more years, revisions in
cost and earnings estimates during the course of the project are
reflected in the accounting period in which the facts which
require the revision become known.
At the time a loss on a contract becomes known, the entire
amount of the estimated ultimate loss is recognized in the
consolidated financial statements.
OPERATING CYCLE - Assets and liabilities related to contracts are
included in current assets and current liabilities in the
accompanying consolidated balance sheets, as they will be
liquidated in the normal course of contract completion, although
this may require more than one year.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - These expenses are
charged to operations as incurred and are not allocated to
contract costs.
INCOME TAXES - The Company provides for 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.
METHOD OF ACCOUNTING FOR STOCK-BASED COMPENSATION - The Company
adopted Statement of Financial Accounting Standards (SFAS)
No. 123, "Accounting for Stock-Based Compensation," effective
January 1, 1996. As permitted in that standard, the Company has
elected to continue to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and related
interpretations in accounting for employee stock-based
compensation.
<PAGE>
EARNINGS PER SHARE - Basic earnings per share (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 into common stock. The calculation of
diluted EPS does not consider the effects of antidilution. The
diluted earnings per share calculation after rounding was not
different than basic earnings per share calculation.
ACCOUNTING STANDARDS PRONOUNCEMENTS - During 1998, the Company
adopted Statement of Financial Accounting Standards ("SFAS")
No. 130, "Reporting Comprehensive Income". SFAS No. 130
addresses the reporting and display of comprehensive income and
its components. SFAS No. 130 divides comprehensive income into
two categories which are "net income" and "other comprehensive
income". The category known as "other comprehensive income"
refers to all changes in stockholders' equity during a period
except changes resulting from net income or loss, investments by
stockholders and distributions to stockholders. Items considered
comprehensive income include unrealized gains and losses on
certain investments in debt and equity securities. The adoption
of SFAS 130 resulted in additional disclosures, including a
revision of previously disclosed information, but had no effect
on the financial condition or results of operations of the
Company. The Company has elected to display comprehensive income
in the statements of stockholders equity, net of reclassification
adjustments. Reclassification adjustments are made to avoid
double counting in comprehensive income items that are displayed
as part of net income for a period that also had been displayed
as part of other comprehensive income in that period or earlier
periods. The reclasssification adjustment before tax for the
years ended December 31, 1999, 1998, and 1997 amounted to $(240),
$(852), and $(863), respectively. The reclassification
adjustment, net of tax for the years ended December 31, 1999,
1998 and 1997 amounted to $(152), $(571), and $(578),
respectively.
During 1998, the Company adopted the provisions of SFAS
No. 131, "Disclosures About Segments of the Enterprise and
Related Information." SFAS No. 131 requires disclosure of
segments of a company's business based upon how a company is
organized for making operating decisions and assessing
performance. As the Company's disclosure of business segments
did not change in 1998 from that disclosed in previous years, the
adoption of SFAS No. 131 had no effect on the financial condition
or results of operations of the Company.
During 1998, the Company adopted the provisions of SFAS
No. 132, "Employers' Disclosures About Pensions and Other
Postretirement Benefits." The adoption of SFAS No. 132 resulted
in additional disclosures about the Company's defined
contribution plans, but had no effect on the financial condition
or results of operations of the Company.
<PAGE>
EQUITY IN NET LOSS OF SUBSIDIARY - During 1999, the Company
invested $5,297 in an internet-based information service
provider.
Financial information for the internet-based information
service provider includes assets of $2,617 and liabilities of
$2,700 at December 31, 1999 and net loss of $10,806 for the year
ended December 31, 1999. The Company's equity in net loss of
subsidiary for 1999 totaled $1,483.
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 1998 and 1997
balances have been made to conform with classifications used in
1999.
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 are included in earnings. The Company classifies debt
securities as trading securities when it is the Company's intent
to resell the securities with the objective of generating
profits.
A summary of marketable securities at December 31, 1999 and 1998
follows:
December 31,
1999 1998
_________________
Available for sale:
Common stock $ 8,631 $ 6,056
Preferred stock 58 62
Municipal bond inventory 27,289 11,484
Mutual funds 4,894 19,918
Trading securities - at market,
which approximates cost 0 11,553
_______ _______
Total $40,872 $49,073
======= =======
<PAGE>
Gross unrealized holding gains and losses at December 31, 1999
approximated $2,043 and $757 respectively, and $1,722 and $119,
respectively, at December 31, 1998.
Gross unrealized gains and losses by security are as
follows:
December 31,
_________________________________________________
1999 1998
Gross Gross Gross Gross
Unrealized Unrealized Unrealized Unrealized
Gains Losses Gains Losses
_________________________________________________
Common Stock $ 1,961 $ 46 $ 1,145 $ 119
Preferred stock 10 0 12 0
Municipal bond
inventory 0 711 73 0
Mutual Funds 72 0 492 0
_______ ______ _______ _______
$ 2,043 $ 757 $ 1,722 $ 119
Contractual maturities for investments in debt securities
available-for-sale at December 31, 1999 and 1998 are as follows:
December 31,
________________
1999 1998
Due in one year or less $ 4,188 $ 2,721
Due after one year through
three years 9,016 3,982
Due after three years 14,085 4,781
________ _______
Total $ 27,289 $11,484
Actual maturities may differ from contractual maturities because
some issuers have the right to prepay obligations. Should a need
arise for additional funds, it is the Company's opinion that all
securities are readily marketable thus the total investments in
debt securities available for sale are included as current
assets.
Gross gains of $1,468 in 1999, $1,262 in 1998, and $888 in 1997
and gross losses of approximately $1,228 in 1999, $410 in 1998
and $25 in 1997 were realized on the sale of investments. The
cost of securities sold is based on the specific identification
method.
<PAGE>
3. ACCOUNTS RECEIVABLE
December 31,
________________
1999 1998
Current estimates $34,943 $10,883
Retentions 4,348 2,338
Due from related companies,
officers and employees 221 256
Other 410 2
_______ _______
39,922 13,479
Less allowance for doubtful accounts 40 40
_______ _______
Total $39,882 $13,439
======= =======
The Company anticipates that substantially all retentions will be
collected within the next year.
4. CONTRACTS IN PROGRESS
December 31,
__________________
1999 1998
Accumulated expenditures
on contracts in progress $112,256 $43,660
Estimated earnings thereon 25,582 10,951
________ _______
137,838 54,611
Less applicable progress billings 149,842 57,681
________ _______
Total $(12,004) $(3,070)
======== =======
The contracts are shown in the accompanying consolidated balance
sheets as follows:
December 31,
__________________
1999 1998
Costs and estimated earnings
on contracts in progress
in excess of related billings $ 1,045 $ 2,514
Billings on contracts in excess
of costs and estimated
earnings (13,049) (5,584)
________ ________
Total $(12,004) $ (3,070)
======== ========
<PAGE>
5. NOTES PAYABLE
Notes payable represents: a) $2,000 owing to the former
stockholders 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 stockholder's death. It is anticipated that repayment
will be funded by insurance on the life of each former
stockholder; b) notes for $1,605 and $527 were outstanding as of
December 31, 1999 and 1998, respectively, with various vendors
for the purchase of construction equipment. These notes mature
at various dates between July 1, 2000 and December 1, 2001 and do
not bear interest; c) additional notes for $380 were outstanding
as of December 31, 1999 and 1998. These notes mature on
September 1, 2001 and do not bear interest.
6. CAPITAL STOCK
During 1998, the stockholders approved the Company's re-
incorporation in New York State (see Note 1). In connection with
such re-incorporation the par value of Common Stock and Class B
Common Stock was reduced from $.10 per share to $.01 per share.
During 1997, the Company had an eight-for-five stock split.
All per share and average outstanding common share data were
effected retroactively for the split. As a result of this action
approximately 1,150,000 shares of Common Stock and 2,830,000
shares of Class B Common Stock were issued to stockholders of
record on October 27, 1997. $398 was transferred to common stock
from additional paid-in capital.
The authorized capital stock of the Company consists of
12,000,000 shares of Common Stock, $.01 par value, 8,000,000
shares of Class B Common Stock, $.01 par value, and 1,000,000
shares of Preferred Stock, $.01 par value. The Company has
issued 3,253,470; 3,212,830; and 3,161,240 shares of Common Stock
and 7,394,210; 7,434,850; and 7,486,440 shares of Class B Common
Stock as of December 31, 1999, 1998 and 1997, 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:
<PAGE>
(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 1999,1998 and 1997, 40,640, 51,590, and
38,320 shares, respectively, of Class B Common Stock were
converted into shares of Common Stock.
The authorized Preferred Stock is available for issuance
from time to time in the future at the discretion of the Board of
Directors of the Company, without stockholder approval. The Board
of Directors has authority to prescribe for each series of
Preferred Stock it establishes, the relative ranking with other
series, the voting rights, if any, the dividend rate, the
redemption and liquidation rights, the conversion rights, if any,
and any other rights, preferences, qualifications, limitations or
restrictions of the particular series.
The stockholders have entered into an Agreement pursuant to
which they have a pro rata right of first refusal to purchase
shares of Class B Common Stock proposed to be sold or disposed of
by any of them to persons other than family members or executive
officers of the Company and their family members, so long as such
persons are approved by a majority in interest of the holders of
Class B Common Stock. To the extent the rights of first refusal
are not exercised, such rights may be assigned to the Company.
Transferees take their shares of Class B Common Stock subject to
the Stockholders Agreement. If the right of first refusal is not
exercised, the party proposing to dispose of Class B Common Stock
must, prior to the disposition, convert such shares into shares
of Common Stock.
The Class B stockholders are parties to a Voting Agreement
pursuant to which all shares of Class B Common Stock are to be
voted in accordance with the majority vote, except in situations
in which there exist certain conflicts of interest. The Voting
Agreement is for a term of ten years and is subject to renewal.
<PAGE>
In August 1998, the Board of Directors increased to
1,200,000 the number of shares authorized for repurchase pursuant
to a plan originally approved in 1990. Through December 31,
1999 the Company had repurchased a total of 1,111,451 shares for
$8,563.
7. INCOME TAXES
The provision for income taxes is comprised of the following:
Year ended December 31,
_____________________________
1999 1998 1997
Currently payable:
Federal $4,059 $3,043 $1,413
State 720 688 447
______ ______ ______
4,779 3,731 1,860
______ ______ ______
Deferred:
Federal 672 (337) 346
State 159 (58) 66
______ ______ ______
831 (395) 412
______ ______ ______
Total $5,610 $3,336 $2,272
====== ====== ======
A reconciliation of the federal statutory income tax rate to the
effective income tax rate is as follows:
Year ended December 31,
_________________________
1999 1998 1997
Provision based on
statutory rate 35.0% 34.0% 34.0%
State income taxes,
net of federal tax
benefit 3.6 4.2 5.9
Tax-exempt interest
and dividends (1.5) (4.6) (7.8)
Other (0.6) 0.2 0.4
_____ _____ _____
Total 36.5% 33.8% 32.5%
===== ===== =====
Deferred taxes relating to temporary differences in the
recognition of revenues and expenses for tax and financial
reporting purposes is as follows:
<PAGE>
Year ended December 31,
_________________________
1999 1998 1997
Depreciation $ 142 $ (247) $ 195
Prepaid expenses 39 (21) 76
Contract reserves 37 136 24
Contingency reserve 354 0 138
Investment in joint
ventures 258 (282) 0
Other 1 19 (21)
_____ ______ _____
Total $ 831 $ (395) $ 412
===== ====== =====
At December 31, 1999 the components of net deferred tax
assets/liabilities are as follows:
December 31,
___________
1999 1998
Total of all deferred tax assets $ 606 $ 734
Total of all deferred tax liabilities $ 3,190 $ 2,548
Management has evaluated the available evidence about the future
taxable income and other possible sources of realization of
deferred tax assets. A valuation allowance against deferred tax
assets at the balance-sheet date is not considered necessary
because it is more likely than not the deferred tax asset will be
fully realized.
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.
8. PENSION PLANS
The Company participates in industry-wide pension, welfare and
health benefit funds for its union employees. These plans are
defined contribution plans. Total pension cost in the industry-
wide pension, welfare and health benefit funds for union
employees for the years ended December 31, 1999, 1998 and 1997
amounted to approximately $2,039, $1,100 and $1,600. Other
eligible employees participate in a Company-sponsored defined
contribution money purchase pension plan covering salaried and
office employees and certain hourly employees of the Company for
which contributions are made at the rate of 7.0% of defined
compensation up to $61 and then 10.5% thereafter. No
contribution will be calculated on compensation in excess of
$150. Total pension expense for employees in the defined
contribution plans for the years ended December 31, 1999, 1998,
and 1997 amounted to $543, $640 and $580, respectively.
<PAGE>
In addition, the Company has a defined contribution profit-
sharing plan covering most regular non-union employees. The
amount of contribution, if any, is at the discretion of the Board
of Directors, and is not to exceed the maximum amount deductible
for income tax purposes. Contributions of $300, $200 and $180
were made for the years ended December 31, 1999, 1998 and 1997,
respectively.
No significant changes occurred during the period that
affected comparability for the aforementioned pension plans, such
as a change in the rate of employer contributions, a business
combination, or a divestiture. The Company does not maintain any
other post-retirement benefit plans.
9. INCENTIVE STOCK PLAN
Effective March 1, 1999, the Company extended the life of
Sevenson Environmental Services, Inc. 1989 Incentive Stock Plan
to March 1, 2009. 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. Up to 600,000 shares of
Common Stock are available for issuance under the Plan.
Incentive stock options may be granted with durations of no
more than ten years from the date of grant and the option price
per share of incentive and nonqualified stock options and stock
appreciation rights may not be less than the fair market value of
the Common Stock at the time the option is granted. The total
number of shares granted under these options at December 31, 1999
is 465,200, of which 236,940 shares are currently exercisable and
139,880 shares have been canceled. 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 stock option activity for the three
years ended December 31, 1999:
Price Ranges
Shares Per Share
_____________________________
Outstanding
January 1, 1997 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
_______
<PAGE>
Outstanding
December 31, 1997 225,320 $6.88-$14.00
Granted 57,000 $8.00
Cancelled (6,200) $10.78-$14.00
_______
Outstanding
December 31, 1998 276,120 $6.88-$14.00
Granted 58,500 $9.75
Cancelled (9,300) $6.88-$14.00
_______
Outstanding
December 31, 1999 325,320
=======
Options Outstanding
_________________________________________
Number Weighted Weighted
Outstanding at Average Average
December 31, Remaining Exercise
Range of Exercise Prices 1999 Contractual Life Price
______________________________________________________________________
$6.88 - $9.75 184,820 7.0 years $ 8.11
$10.63 - $14.00 140,500 7.1 years 11.93
_______
325,320
=======
Options Exercisable
_____________________________
Number Weighted
Exercisable at Average
December 31, Exercise
Range of Exercise Prices 1999 Price
______________________________________________________________________
$6.88 - $9.75 102,920 $ 7.87
$10.63 - $14.00 134,020 11.90
_______
236,940
=======
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.
<PAGE>
At December 31, 1999 and 1998, the Company had 325,320 and
276,120 shares outstanding related to stock options with exercise
prices of $6.88 to $14.00 in both years at a weighted-average
exercise price of $9.76 and $10.62, respectively, and with a
weighted-average remaining contractual life in years of 7.0 and
7.5, respectively. Stock options with respect to 236,940 and
200,740 shares were exercisable at December 31, 1999 and 1998,
respectively at a weighted-average exercise price of $10.15 for
both years. The weighted-average fairvalue of stock options
granted for the years ended December 31, 1999 and 1998, were
$5.41 and $3.37, 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,
1999 and 1998: risk-free interest rates of 8.50% and 7.75%,
respectively; dividend yields of 1.4% and 1.8%, respectively;
volatility factors of the expected market price of the Company's
common stock of 37% and 28%, respectively; and a weighted-average
expected life of 7.0 and 7.5, respectively.
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, 1999,
1998, and 1997 were $9,535, $6,416, and $4,364 and $1.00, $.65,
and $.43, respectively.
10. MAJOR CUSTOMERS
The Company's two largest customers in 1999 accounted for 22% and
18% of 1999 revenues. The Company's two largest customers in
1998 accounted for 28% and 14% of 1998 revenues. The Company's
largest customer in 1997 accounted for 28% of 1997 revenues. Due
to the nature of the Company's business, major customers
fluctuate from year to year. No other customer accounted for
more than 10% of total revenues in any of the three years in the
period ended December 31, 1999.
11. CONTINGENCIES
During 1999, the Company received a favorable decision in a
patent infringement lawsuit. The amount of $975, which was
previously accrued for as a liability, was reversed during 1999.
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.
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.
<PAGE>
12. BACKLOG
The following schedule shows a reconciliation of backlog
representing the amount of revenue the Company expects to realize
from work to be performed on uncompleted contracts in progress at
December 31, 1999, 1998 and 1997 and from contractual agreements
on which work has not yet began.
1999 1998 1997
__________________________________
Balance, January 1 $ 91,093 $ 60,596 $ 64,961
Contract adjustments 18,336 19,756 4,261
New contracts 130,915 95,953 72,286
_________ ________ ________
240,344 176,305 141,508
Less contract revenue
earned 127,751 85,212 80,912
_________ ________ ________
Balance, December 31 $112,593 $ 91,093 $ 60,596
========= ======== ========
13. QUARTERLY RESULTS (UNAUDITED)
Unaudited summarized results for each quarter in 1999 and 1998
are as follows:
_________________________________________________________________
First Second Third Fourth
Quarter Quarter Quarter Quarter
_________________________________________________________________
1999:
Revenues $ 18,108 $ 27,698 $ 42,743 $ 38,624
Gross margin 3,639 5,935 7,140 7,208
Provision for
income taxes 456 1,181 2,031 1,942
Net earnings 796 2,620 3,193 3,128
Basic and diluted
earnings per share 0.08 0.28 0.33 0.33
_________________________________________________________________
1998:
Revenues $ 13,269 $ 28,910 $ 20,260 $ 22,261
Gross margin 1,263 5,376 4,904 5,048
Provision for
income taxes (266) 1,242 1,096 1,264
Net earnings (239) 2,135 2,112 2,537
Basic and diluted
earnings per share (0.02) 0.21 0.21 0.26
_________________________________________________________________
14. SUBSEQUENT EVENT
In January 2000, the Company loaned $200 to its internet-based
information service provider subsidiary. The principal of the
loan is to be paid back in July 2000 with interest accruing at
the prime rate (8.5% at December 31, 1999).
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the 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, 1999 and 1998, and the related consolidated
statements of earnings, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1999.
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, 1999 and 1998, and the results of their operations
and their cash flows for each of the three years in the period
ended December 31, 1999 in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
Buffalo, New York
February 14, 2000
<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
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 Vice Chairman,
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 Corporatlon
(an aerospace research and
development company)
AUDIT COMMITTEE
_______________
JOSEPH J. CASTIGLIA
ROBERT S. KELSO
<PAGE>
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
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
ALAN R. ELIA, JR.
Vice President
<PAGE>
CORPORATION INFORMATION
_______________________
HEADQUARTERS
____________
2749 Lockport Road
Niagara Falls, NY 14305-2229
(716) 284-0431
www.sevenson.com
OFFICES
_______
CHICAGO
8270 Whitcomb Street
Merrillville, Indiana 46410
(219) 756-4686
LOS ANGELES
2301 E. 28th Street
Suite 301
Long Beach, CA 90806
(562) 424-2671
PHILADELPHIA
4 Lake View Drive
Chadds Ford, PA 19317
(215) 388-0721
PITTSBURGH
100 Rock Springs Road
Delmont, PA 15626
(412) 468-3377
SUBSIDIARIES
____________
SEVENSON ENVIRONMENTAL SERVICES OF PA, INC.
SEVENSON INDUSTRIAL SERVICES, INC.
WASTE STREAM TECHNOLOGY INC.
302 Grote Street
Buffalo, NY 14207
(716) 876-5290
<PAGE>
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
_____________
National Market tier of
The Nasdaq Stock Market [registration mark]
under the symbol SEVN
FORM 10-K
_________
Single copies of the Company's 1999 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 14305-2229.
<PAGE>
DELOITTE & TOUCHE
Deloitte & Touche LLP
Suite 250
Key Bank Tower
50 Fountain Plaza
Buffalo, New York 14202
Telephone: (716) 843-7200
Facsimile: (716) 856-7760
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement No. 333-70223 of Sevenson Environmental Services, Inc.
on Form S-8 of our report dated February 14, 2000, appearing in
this Annual Report on Form 10-K of Sevenson Environmental
Services, Inc. for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
Buffalo, New York
February 14, 2000
<PAGE>
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