SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act in 1934
For Quarter Ended October 27, 2001 Commission File #1-9065
ECOLOGY AND ENVIRONMENT, INC.
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(Exact name of registrant as specified in its charter)
New York 16-0971022
---------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
organization)
368 Pleasant View Drive
Lancaster, New York 14086
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(Address of principal executive offices)
Registrant's telephone number, including area code: 716-684-8060
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
----- -----
At December 1, 2001, 2,440,409 shares of Registrant's Class A Common Stock
(par value $.01) and 1,703,821 shares of Class B Common Stock (par value
$.01 were outstanding.
Ecology and Environment, Inc.
Consolidated Balance Sheet
October 27, July 31,
2001 2001
(Unaudited)
------------ ------------
Assets
- ------
Current assets:
Cash and cash equivalents $ 6,893,782 $ 7,831,972
Investment securities available for sale 3,742,571 3,705,115
Contract receivables, net 20,638,187 22,686,467
Deferred income taxes 2,071,416 2,178,782
Income taxes receivable 684,644 540,952
Other current assets 1,715,151 1,514,960
------------ -----------
Total current assets 35,745,751 38,458,248
Property, building and equipment, net 17,483,195 17,490,485
Deferred income taxes 515,815 515,815
Other assets 1,248,704 1,240,016
------------- ------------
Total assets $54,993,465 $57,704,564
============= ============
Liabilities and Shareholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable $ 2,767,118 $ 5,035,475
Accrued payroll costs 4,235,957 4,040,299
Income taxes payable 1,178,937 1,187,309
Other accrued liabilities 2,811,460 3,943,063
------------ ------------
Total current liabilities 10,993,472 14,206,146
Income tax payable --- ---
Long-term debt 5,018 39,516
Minority interest 494,052 409,040
Shareholders' equity:
Preferred stock, par value $.01 per share
authorized - 2,000,000 shares; no shares
issued --- ---
Class A common stock, par value $.01 per
share; authorized - 6,000,000 shares;
issued - 2,423,859 and 2,414,009 shares 24,239 24,140
Class B common stock, par value $.01 per
share; authorized - 10,000,000 shares
issued - 1,746,430 and 1,756,280 shares 17,464 17,563
Capital in excess of par value 17,436,204 17,436,204
Retained earnings 26,933,343 26,540,891
Unearned compensation (262,717) (343,513)
Treasury stock - Class A Common, 80,308 and
75,444 shares; Class B common, 26,259
and 26,259 shares, at cost (647,610) (625,423)
------------ ------------
Total shareholders' equity 43,500,923 43,049,862
------------ ------------
Total liabilities and shareholders' equity $54,993,465 $57,704,564
============ ============
The accompanying notes are an integral part of these financial statements.
Ecology and Environment, Inc.
Consolidate Statement of Income
(Unaudited)
Three months ended
---------------------------
October 27, October 28,
2001 2000
------------ ------------
Gross revenues $19,995,656 $24,294,076
Less: direct subcontract costs 3,427,962 4,349,759
------------ ------------
Net revenues 16,567,694 19,944,317
Operating costs and expenses:
Cost of professional services and
other direct operating expenses 8,321,323 11,237,501
Administrative and indirect operating
expenses 5,160,959 5,285,492
Marketing and related costs 1,875,214 2,024,052
Depreciation 329,138 364,861
------------ ------------
Total operating costs & expenses 15,686,634 18,911,906
------------ ------------
Income from operations 881,060 1,032,411
Interest expense (1,885) (21,605)
Interest income 82,454 122,664
Other income (expense) (129,325) ---
Net foreign currency exchange loss --- (2,930)
------------ ------------
Income before income taxes and minority interest 832,304 1,130,540
Total income tax provision 354,840 468,062
------------ ------------
Net income before minority interest 477,464 662,478
Minority interest (85,012) (71,765)
============ ============
Net income $ 392,452 $ 590,713
============ ============
Net income per common share: Basic and Diluted $ 0.10 $ 0.14
============ ============
Weighted average common shares outstanding:
Basic 4,064,555 4,106,959
============ ============
Diluted 4,066,849 4,106,959
============ ============
The accompanying notes are an integral part of these financial statements.
Ecology and Environment, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
Three months ended
------------------------------
October 27, October 28,
2001 2000
------------ ------------
Cash flows from operating activities:
Net income $ 392,452 $ 590,713
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 329,138 364,861
Amortization 80,796 47,614
Minority interest 85,012 71,765
Provision for contract adjustments 115,400 194,000
(Increase) decrease in:
- contracts receivable, net 1,932,880 1,009,259
- other current assets (200,191) 85,343
- income taxes receivable (36,326) 33,916
- other non-current assets (8,688) (30,702)
Increase (decrease) in:
- accounts payable (2,268,357) (1,227,715)
- accrued payroll costs 195,658 924,780
- other accrued liabilities (1,131,603) (539,432)
- income taxes payable (8,372) 170,669
----------- -----------
Net cash provided by (used in) operating activities (522,201) 1,695,071
----------- -----------
Cash flows used in investing activities:
Purchase of property, building and equipment, net (321,848) 238,375
Proceeds from sale of assets --- (938,521)
Payment for the purchase of bond (37,456) (36,742)
----------- -----------
Net cash used in investing activities (359,304) (736,888)
----------- -----------
Cash flows used in financing activities:
Repayment of long-term debt (34,498) (12,644)
Purchase of treasury stock (22,187) ---
----------- -----------
Net cash used in financing activities (56,685) (12,644)
----------- ------------
Net increase (decrease) in cash and cash equivalents (938,190) 945,539
Cash and cash equivalents at beginning of period 7,831,972 4,997,771
----------- -----------
Cash and cash equivalents at end of period $6,893,782 $5,943,310
=========== ===========
The accompanying notes are an integral part of these financial statements.
Ecology and Environment, Inc.
Consolidated Statement of Changes in Shareholders' Equity
Common Stock
---------------------------------------
Class A Class B Capital in Treasury stock
------------------ ------------------- Excess of Retained Unearned ---------------------
Shares Amount Shares Amount Par Value Earnings Compensation Shares Amount
------------------ ------------------- ------------ ------------ ------------ --------- ------------
Balance at July 31, 2000 2,392,709 $23,927 1,777,580 $17,772 $17,466,436 $25,906,540 --- $155,669 $(1,079,079)
Net income --- $ --- --- $ --- $ --- $ 1,895,291 --- $ --- $ ---
Cash dividends paid
($.32 per share) --- --- --- --- --- (1,312,759) --- --- ---
Unrealized investment
loss, net --- --- --- --- --- 71,779 --- --- ---
GAC Dividends --- --- --- --- --- (19,960) --- --- ---
Conversion of Class B
common stock to Class A
common stock 21,300 213 (21,300) (209) --- --- --- --- ---
Repurchase of Class A
common stock --- --- --- --- --- --- --- 28,366 (216,391)
Issuance of stock under
stock award plan --- --- --- --- (51,063) --- (570,333) (82,332) 746,941
Amortization --- --- --- --- --- --- 190,000 --- ---
Forfeitures --- --- --- --- 20,831 --- 36,820 --- (76,894)
--------- ------- ---------- -------- ------------ ------------ ------------ --------- ------------
Balance at July 31, 2001 2,414,009 $24,140 1,756,280 $17,563 $17,436,204 $26,540,891 $ (343,513) 101,703 $ (625,423)
========= ======= ========== ======== ============ ============ ============ ========= ============
Net income --- $ --- --- $ --- $ --- $ 392,452 --- $ --- $ ---
Conversion of Class B
common stock to Class A
common stock 9,850 99 (9,850) (99) --- --- --- --- ---
Repurchase of Class A
common stock --- --- --- --- --- --- --- 5,114 (24,000)
Stock options --- --- --- --- --- --- --- (250) 1,813
Amortization --- --- --- --- --- --- 80,796 --- ---
--------- ------- ---------- -------- ------------ ------------ ------------ --------- ------------
Balance at Oct. 27, 2001 2,423,859 $24,239 1,746,430 $17,464 $17,436,204 $26,933,343 $ (262,717) 106,567 $ (647,610)
========= ======= ========== ======== ============ ============ ============ ========= ============
The accompanying notes are an integral part of these financial statements.
ECOLOGY AND ENVIRONMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of significant accounting principles
a. Consolidation
-------------
The consolidated financial statements include the accounts of the
Company and its wholly-owned and majority owned subsidiaries. Also
reflected in the financial statements are the 50% ownership in two
Chinese operating joint ventures, Beijing Yi Yi Ecology and
Engineering Co. Ltd. and The Tianjin Green Engineering Company.
These joint ventures are accounted for under the equity method. All
significant intercompany transactions and balances have been
eliminated. Certain amounts in the prior years' consolidated
financial statements and notes have been reclassified to conform with
the current year presentation. The consolidated balance sheet at
October 27, 2001 and the accompanying consolidated statements of
income, cash flows, and of changes in shareholders' equity are unaudited.
In the opinion of management, all adjustments necessary for a fair
presentation of such financial statements have been included. Such
adjustments consisted only of normal recurring items. The accompanying
financial statements should be reviewed in conjunction with the Company's
fiscal year ended July 31, 2001 audited financial statements.
b. Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.
c. Revenue Recognition
-------------------
Substantial amounts of the Company's revenues are derived from
cost-plus-fixed fee contracts using the percentage of completion
method based on costs incurred plus the fee earned. The fees under
certain government contracts are determined in accordance with
performance. Such awards are recognized at the time the amounts
can be reasonably determined. Provisions for estimated contract
adjustments relating to cost based contracts have been deducted
from gross revenues in the accompanying consolidated statement of
income. These provisions are estimated and accrued annually based
on goverment sales volume. Such adjustments typically arise
as a result of interpretations of cost allowability under cost
based contracts.
Revenues related to long-term government contracts are subject to
audit by an agency of the United States government. Government
audits have been completed through fiscal year 1993 and are
currently in process for fiscal years 1994 through 1995. The
majority of the balance in the allowance for contract adjustments
accounts represents a reserve against possible adjustments for
fiscal years 1992 through 2001.
The Company adopted Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" (SAB101") in the fourth quarter
of fiscal year 2001. The adoption of SAB101 did not have a material
impact on the Company's operating results or financial position.
d. Income Taxes
------------
The Company follows the asset and liability approach to account for
income taxes. This approach requires the recognition of deferred
tax liabilities and assets for the expected future tax consequences
of temporary differences between the carrying amounts and the tax
bases of assets and liabilities. Although realization is not
assured, management believes it is more likely than not that the
recorded net deferred tax assets will be realized. Since in some
cases management has utilized estimates, the amount of the net
deferred tax asset considered realizable could be reduced in the
near term. No provision has been made for United States income
taxes applicable to undistributed earnings of foreign subsidiaries
as it is the intention of the Company to indefinitely reinvest
those earnings in the operations of those entities.
2. Contract Receivables, Net
-------------------------
Contract receivables are comprised of:
October 27, July 31,
2001 2001
------------ ------------
United States government
Billed $ 3,277,254 $ 5,011,673
Unbilled 1,466,098 1,187,218
------------ ------------
4,743,352 6,198,891
------------ ------------
Industrial customers and state
and municipal governments
Billed 13,986,468 13,991,415
Unbilled 4,260,174 4,732,568
------------ ------------
18,246,642 18,723,983
------------ ------------
Less allowance for contract
adjustments (2,351,807) (2,236,407)
------------ ------------
$20,638,187 $22,686,467
============ ============
United States government receivables arise from long-term U.S.
government prime contracts and subcontracts. Unbilled receivables
result from revenues which have been earned, but are not billed as
of period-end. The above unbilled balances are comprised of
incurred costs plus fees not yet processed and billed; and
differences between year-to-date provisional billings and
year-to-date actual contract costs incurred and fees earned of
approximately ($143,000) at October 27, 2001 and $325,000 at
July 31, 2001. Unbilled contracts receivable are reduced by billings
in excess of costs incurred of $2,384,000 at October 27, 2001 and
$2,548,000 at July 31, 2001. Within the above billed balances are
contractual retainages in the amount of approximately $700,000 at
October 27, 2001 and $773,000 at July 31, 2001. Included in other
accrued liabilities is an additional allowance for contract adjust-
ments relating to potential cost disallowances on amounts billed and
collected in current and prior years' projects of aproximately
$2,254,000 at October 27, 2001 and $2,031,000 at July 31, 2001. An
allowance for contract adjustments is recorded for contract disputes
and government audits when the amounts are determinable.
3. Earnings Per Share
-------------------
Basic EPS is computed by dividing income available to common
shareholders by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential
dilution that would occur if securities or other contracts to issue
common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the
earnings of the Company.
4. Segment Reporting
-----------------
Ecology and Environment, Inc. has three reportable segments: consulting
services, analytical laboratory services, and aquaculture. The
consulting services segment provides broad based environmental services
encompassing audits and impact assessments, surveys, air and water
quality management, environmental engineering, environmental infrastruc-
ture planning, and industrial hygiene and occupational health studies to
a world wide base of customers. The analytical laboratory provides
analytical testing services to industrial and governmental clients for
the analysis of waste, soil and sediment samples. The shrimp aquaculture
facility, located in Costa Rica, produces shrimp grown in a controlled
environment for markets worldwide. The fish farm located in Jordan was
purchased in July 2001 and is not currently in production as improvements
are made to the farm's infrastructure.
The Company evaluates segment performance and allocates resources based on
operating profit before interest income/expense and income taxes. The
accounting policies of the reportable segments are the same as those
described in the summary of significant accounting policies. Intercompany
sales from the analytical services segment to the consulting segment are
recorded at market selling price, intercompany profits are eliminated.
The Company's reportable segments are separate and distinct business units
that offer different products. Consulting services are sold on the basis
of time charges while analytical services and aquaculture products are
sold on the basis of product unit prices.
Reportable segment data for the three months ended October 27, 2001 are as
follows:
Consulting Analytical Aquaculture Elimination Total
----------- ----------- ------------ ------------- ------------
Net revenues from external customers $15,238,858 $1,034,487 $ 294,349 $ $16,567,694
Intersegment net revenues 742,739 --- --- (742,739) ---
----------- ----------- ------------ ------------ ------------
Total consolidated net revenues $15,981,597 $1,034,487 $ 294,349 $ (742,739) $16,567,694
=========== =========== ============ ============ ============
Depreciation expense $ 216,990 $ 66,342 $ 45,806 $ --- $ 329,138
Segment profit (loss) 1,530,187 (185,700) (512,183) --- 832,304
Segment assets 40,806,465 6,082,000 8,105,000 --- 54,993,465
Expenditures for long-lived assets 248,389 67,681 191,972 --- 508,042
Geographic Information:
Net Long-lived
Revenues (1) Assets
------------- ------------
United States $14,471,694 $22,629,128
Foreign countries 2,096,000 6,585,000
(1) Net revenues are attributed to countries based on the location of the
customers.
Reportable segment data for the three months ended October 28, 2000 are as
follows:
Consulting Analytical Aquaculture Elimination Total
----------- ----------- ----------- ------------ -----------
Net revenues from external customers $18,757,149 $1,178,168 $ 9,000 $ --- $19,944,317
Intersegment revenues 564,455 --- --- (564,455) ---
----------- ---------- ----------- ------------ -----------
Total consolidated net revenues $19,321,604 $1,178,168 $ 9,000 $ (564,455) $19,944,317
=========== =========== =========== ============ ===========
Depreciation expense $ 209,409 $ 88,452 $ 67,000 $ --- $ 364,861
Segment profit (loss) 1,353,826 (20,442) (300,973) --- 1,032,411
Segment Assets 41,379,012 7,348,000 4,747,603 --- 53,474,615
Expenditures for long-lived assets 136,258 62,000 486,522 --- 684,780
Geographic Information:
Net Long-lived
Revenues (1) Assets
------------ ------------
United States $13,929,658 $35,226,170
Foreign countries $1,307,000 $4,741,000
(1) Net revenues are attributed to countries based on the location of the
customers.
5. Acquisitions
------------
On July 26, 2001, the Company purchased an interest in a fish farm
located in Jordan. The farm currently maintains five different species
as brood stock, including tilapia and carp. The assets were purchased
for approximately $513,000 by a newly formed entity, AMARACO, of which
EEI owns 51%. The farm is located on the banks of the Jordan river, 120
kilometers north of Amman. The farm was not operating at the time of the
asset purchase. The Company anticipates additional investments will be
required to upgrade the farm's infrastructure, production methods, and
species selection.
This acquisition has been accounted for under the purchase method
with the results of its operations consolidated with the Company's
results of operations from the acquisition date.
In July 2001, the FASB issued SFAS No. 141, Business Combinations, and
SFAS No. 142, Goodwill and Other Intangible Assets. Statement No. 141
requires that all business combinations initiated after June 30, 2001,
be accounted for using the purchase method of accounting. Statement No.
142 discusses how intangible assets that are acquired should be accounted
for in financial statements upon their acquisition and also how goodwill
and other intangible assets should be accounted for after they have
been initially recognized in the financial statements. Beginning on
August 1, 2001 with the adoption of Statement No. 142, goodwill and
certain purchased intangibles existing on July 31, 2001, is no longer
being amortized. Rather the goodwill is subject to an annual assessment
for impairment. The adoption of SFAS No. 142 did not have a material
impact on the Company's financial statements, as presented below:
For the Quarter Ended
-----------------------------------
October 27, 2001 October 28, 2000
---------------- ----------------
Reported net income $392,452 $590,713
Add back: goodwill amortization --- 10,770
-------- --------
Adjusted net income $392,452 $601,483
Basic and diluted earnings per share:
Reported earnings per share $.10 $.144
Goodwill amortization --- .002
-------- --------
Adjusted earning per share $.10 $.146
6. Stock Award Plan
----------------
Effective March 16, 1998, the Company adopted the Ecology and
Environment, Inc. 1998 Stock Award Plan (the "Award Plan") under
which key employees (including officers) of the Company or any of
its present or future subsidiaries may be designated to receive
awards of Class A common stock of the Company as a bonus for
services rendered to the Company or its subsidiaries, without
payment therefore, based upon the fair market value of the common
stock at the time of the award. The Company originally reserved
for issuance as awards under the Award Plan aggregate of 12,000
shares of Class A Common stock of the Company, which shall be
solely treasury shares. Since then, the Company has increased
the number of reserved shares to 112,000.
In the first quarter of fiscal year 2001, the Company issued 92,339
shares at an average fair value of $6.19 per share.
The Company estimates that if they elected to measure compensation
cost for employee stock based compensation arrangements under SFAS
No. 123 it would not have caused net income and earnings per share
for the first quarters of fiscal years 2002 and 2001 to be materially
different from their reported amounts.
PART 1 - ITEM 2
- ----------------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations Financial Condition
At October 27, 2001 the Company had a working capital balance of $24.8
million, a $.5 million increase from the balance at July 31, 2001. Cash
and cash equivalents decreased $.9 million as a result of a $2.0 million
decrease in contracts receivable, a $2.3 million decrease in accounts
payable and a $1.1 million decrease in other accrued liabilities. These
reductions are attributable to the completion of five contracts with the
United States Environmental Protection Agency (USEPA).
The Company maintains an unsecured line of credit of $10.0 million with a
bank at 1/2 percent below the prevailing prime rate. There are no
borrowings outstanding under this line of credit at October 27, 2001 and
none were required during the first quarter of fiscal year 2002. The
Company has historically financed its activities through cash flows from
operations. Internally generated funds have been adequate to support the
demands for working capital, the purchase of new fixed assets and investment
securities and the payment of dividends. There are no significant working
capital requirements pending at October 27, 2001. The Company's existing
cash along with that generated by future operations and the existing credit
line is expected to be sufficient to meet the Company's needs for the
foreseeable future.
Results of Operations
- ---------------------
Net Revenue
- -----------
Net revenues for the first quarter of fiscal year 2002 were $16.6 million,
down 16.9% from the $19.9 million reported in fiscal year 2001. The decrease
in net revenues was attributable to the completion of five major contracts
with the USEPA. These contracts were substantially complete by December 2000
with some phase down revenues extending into April 2001. As a result, net
revenues from these five contracts decreased approximately $7.2 million as
compared to the first quarter of fiscal year 2001. The completion of these
contracts resulted in a $3.8 million decrease in the related cost of
professional services and other direct operating expenses during the first
quarter of fiscal year 2002. The Company was successful in re-acquiring two
out of the five contracts it had previously held, while adding one additional
new contract. These new regional Superfund Technical Assistance and Response
Team (START) contracts contributed $2.5 million in net revenues in the first
quarter of fiscal 2002, compared to $.6 million in fiscal year 2001.
Offsetting this decrease in work from the USEPA was a 16% increase in other
company net revenue, lead by a $1.2 million, or 60%, increase in revenues
from state clients. Efforts have continued to aggressively market new work
under United States Department of Defense task order contracts. The Company
experienced a 9% increase in net revenues from various DOD clients. The
consolidation of Walsh Environmental also had a positive effect on the
company's net revenue. Walsh Environmental reported an increase of 400,000,
or 27.5%, in net revenues from the first quarter of fiscal year 2001.
Net revenues for the first quarter of fiscal year 2001 were $19.9 million, up
$3.1 million or 18% from the $16.8 million reported for the first quarter of
fiscal year 2000. The increase in net revenues was attributable to increases
in revenues from the Company's contracts with the DOD, international clients
and private commercial clients in the telecommunications and energy sector.
In particular, the Company experienced a 57% increase in net revenues from
various international clients and a 46% increase from commercial clients.
Income Before Income Taxes and Minority Interest
The Company's income before income taxes and minority interest for the first
quarter of fiscal year 2002 was $832,000, down 26% from the $1,131,000
reported in the first quarter of fiscal year 2001. The shrimp farm operation,
based in Costa Rica, reported a net loss of $512,000 for the first quarter of
fiscal year 2002, an increased loss of $211,000 from the prior year. In the
past year, the shrimp industry has been plagued by an infestation of white
spot syndrome virus, curtailing production. A limited harvest was taken
during the first quarter, however this was offset by significantly increased
production costs. Attempts are currently underway at the shrimp farm to
reduce these production costs and increase both productivity and efficiency.
A number of capital improvement projects have been completed and management
changes have been instituted that are expected to improve overall operations.
The Company has continued to reduce operating costs, increase staff
utilization throughout the entire company and aggressively market higher
margin work, specifically in the commercial and international markets.
Walsh Environmental has continued to have a positive impact on income, adding
$268,000 to net income before taxes and minority interest. Due to a drop in
sales, E & E do Brasil and the Analytical Services Center reported a decrease
in net income before taxes and minority interest for the quarter of $143,000
and $165,000, respectively.
The Company's income before income taxes and minority interest for the first
quarter of fiscal year 2001 was $1,131,000, up 110% from the $538,000 reported
in the first quarter of fiscal year 2000. Company-wide cost reduction measures
increased both margins and efficiencies throughout the Company. There was an
increase in both commercial and international sector high margin work which
lead to an increase in staff utilization and a decrease in the Company's
indirect expenses. The ASC's losses decreased due to continued efforts to
reduce costs and improve efficiencies in the their sample tracking and
reporting systems. The shrimp farm subsidiary, located in Costa Rica,
experienced a loss of $200,000 in the first quarter.
PART II - OTHER INFORMATION
- ---------------------------
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of l934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ECOLOGY AND ENVIRONMENT, INC.
Date: December 11, 2001 By: RONALD L. FRANK
----------------------------
RONALD L. FRANK
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL
ACCOUNTING OFFICER