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 April 27, 2002 Commission File #1-9065 ECOLOGY AND ENVIRONMENT, INC. ------------------------------------------------------ (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 ---------------------------------------- (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 May 31, 2002, 2,389,035 shares of Registrant's Class A Common Stock (par value $.01) and 1,689,109 shares of Class B Common Stock (par value $.01) were outstanding. PART I - FINANCIAL INFORMATION ----------------------------- ITEM 1. Financial Statements Ecology and Environment, Inc. Consolidated Balance Sheet April 27, July 31, 2002 2001 (Unaudited) ------------ ------------ Assets - ------ Current assets: Cash and cash equivalents $ 9,841,241 $ 7,831,972 Investment securities available for sale 3,818,680 3,705,115 Contract receivables, net 24,214,995 22,686,467 Deferred income taxes 2,112,079 2,178,782 Income taxes receivable 1,014,179 540,952 Other current assets 2,044,989 1,514,960 ------------ ------------ Total current assets 43,046,163 38,458,248 Property, building and equipment, net 17,927,059 17,490,485 Deferred income taxes 515,815 515,815 Other assets 1,619,669 1,700,475 ------------ ------------ Total assets $63,108,706 $58,165,023 ============ ============ Liabilities and Shareholders' Equity - ------------------------------------ Current liabilities: Accounts payable $ 3,751,261 $ 5,035,475 Accrued payroll costs 3,778,995 4,040,299 Income taxes payable 1,052,596 1,187,309 Cash advances payable 7,309,000 --- Other accrued liabilities 2,316,971 3,943,063 ------------ ------------ Total current liabilities 18,208,823 14,206,146 Long-term debt 1,133 39,516 Minority interest 1,601,963 869,499 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 - 2,460,521 and 2,414,009 shares 24,604 24,140 Class B common stock, par value $.01 per share; authorized - 10,000,000 shares issued - 1,719,368 and 1,756,280 shares 17,195 17,563 Capital in excess of par value 17,599,356 17,436,204 Retained earnings 26,831,546 26,540,891 Unearned compensation (443,475) (343,513) Treasury stock - Class A Common, 79,754 and 75,444 shares; Class B common, 26,259 and 26,259 shares, at cost (732,439) (625,423) ------------ ------------ Total shareholders' equity 43,296,787 43,049,862 ------------ ------------ Total liabilities and shareholders' equity $63,108,706 $58,165,023 ============ ============ The accompanying notes are an integral part of these financial statements. Ecology and Environment, Inc. Consolidate Statement of Income (Unaudited) Three months ended Nine months ended -------------------------- --------------------------- April 27, April 28, April 27, April 28, 2002 2001 2002 2001 ------------ ------------- ------------ ------------ Gross revenues $21,852,146 $19,884,185 $63,990,840 $66,093,102 Less: direct subcontract costs 3,557,228 2,876,606 10,918,518 10,715,410 ------------ ------------ ------------ ------------ Net revenues 18,294,918 17,007,579 53,072,322 55,377,692 Operating costs and expenses: Cost of professional services and other direct operating expenses 9,814,567 8,322,903 28,092,352 29,444,258 Administrative and indirect operating expenses 5,274,194 5,898,934 15,883,510 16,897,218 Marketing and related costs 2,149,379 1,848,314 6,136,105 5,581,193 Depreciation 318,661 283,288 1,030,080 925,753 ------------ ------------ ------------ ------------ Total operating costs & expenses 17,556,801 16,353,439 51,142,047 52,848,422 ------------ ------------ ------------ ------------ Income from operations 738,117 654,140 1,930,275 2,529,270 Interest expense (20,893) (24,378) (26,215) (108,394) Interest income 70,545 97,576 243,445 388,826 Other income (expense) (7,551) --- (156,027) --- Net foreign currency exchange loss --- (5,007) --- (8,944) ------------ ------------ ------------ ------------ Income before income taxes and minority interest 780,218 722,331 1,991,478 2,800,758 Total income tax provision 284,856 361,895 831,512 1,166,872 ------------ ------------ ------------ ------------ Net income before minority interest 495,362 360,436 1,159,966 1,633,886 Minority interest (95,516) (115,720) (206,369) (342,726) ============ ============ ============ ============ Net income $ 399,846 $ 244,716 $ 953,597 $ 1,291,160 ============ ============ ============ ============ Net income per common share: Basic and Diluted $ 0.10 $ 0.06 $ 0.23 $ 0.31 ============ ============ ============ ============ Weighted average common shares outstanding: Basic 4,076,849 4,103,673 4,068,712 4,105,634 ============ ============ ============ ============ Diluted 4,079,383 4,103,673 4,071,246 4,105,634 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. Ecology and Environment, Inc. Consolidated Statement of Cash Flows (Unaudited) Nine Months Ended ------------------------------ April 27, April 27, 2002 2001 ------------ ------------ Cash flows from operating activities: Net income $ 953,597 $ 1,291,160 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 1,030,080 925,753 Amortization 196,101 105,834 Gain on disposition of property and equipment 1,250 4,600 Minority interest 1,192,923 342,726 Provision for contract adjustments 381,530 381,530 (Increase) decrease in: - contracts receivable, net (1,910,058) 2,276,117 - other current assets (530,029) 208,716 - income taxes receivable (406,524) (341,688) - other non-current assets (163,653) (51,884) Increase (decrease) in: - accounts payable (1,284,214) (1,060,884) - accrued payroll costs (261,304) (85,424) - cash advances payable 7,309,000 --- - other accrued liabilities (1,626,092) (992,172) - income taxes payable (134,713) 378,402 ----------- ----------- Net cash provided by operating activities 4,747,894 3,382,786 ----------- ----------- Cash flows used in investing activities: Acquisitions (216,000) --- Purchase of property, building and equipment, net (1,362,031) (1,694,644) Payment for the purchase of bond (113,565) (112,165) ----------- ----------- Net cash used in investing activities (1,691,596) (1,806,809) ----------- ----------- Cash flows used in financing activities: Dividends paid (662,942) (657,111) Repayment of long-term debt (38,383) (7,907) Net proceeds from issuance of common stock 70,300 --- Purchase of treasury stock (416,004) --- ----------- ----------- Net cash used in financing activities (1,047,029) (665,018) ----------- ------------ Net increase in cash and cash equivalents 2,009,269 910,959 Cash and cash equivalents at beginning of period 7,831,972 4,997,771 ----------- ----------- Cash and cash equivalents at end of period $9,841,241 $5,908,730 =========== =========== 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, 1999 2,375,302 $23,753 1,794,987 $17,946 $17,591,436 $26,412,508 --- 203,319 $(1,504,079) ========= ======= ========= ======= =========== =========== ============ ========= ============ Net income --- $ --- --- $ --- $ --- $ 779,016 --- --- $ --- Cash dividends paid ($.32 per share) --- --- --- --- --- (1,276,958) --- --- --- Unrealized investment loss, net --- --- --- --- --- (8,026) --- --- --- Conversion of Class B common stock to Class A common stock 17,407 174 (17,407) (174) --- --- --- --- --- Repurchase of Class A common stock --- --- --- --- --- --- --- 2,350 --- Purchase of Walsh Environmental --- --- --- --- (125,000) --- --- (50,000) 425,000 --------- ------- ---------- -------- ------------ ------------ ------------ --------- ------------ 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 --- $ --- --- $ --- $ --- $ 953,597 --- --- $ --- Cash dividends paid ($.16 per share) --- --- --- --- --- (662,942) --- --- --- Conversion of Class B common stock to Class A common stock 36,912 368 (36,912) (368) --- --- --- --- --- Repurchase of Class A common stock --- --- --- --- --- --- --- 50,284 (416,004) Stock options 9,600 96 --- --- 70,204 --- --- --- --- Issuance of stock under award plan --- --- --- --- 92,948 --- (296,063) (50,242) 308,988 Amortization --- --- --- --- --- --- 196,101 --- --- Forfeitures --- --- --- --- --- --- --- --- --- --------- ------- ---------- -------- ------------ ------------ ------------ --------- ------------ Balance at April 27, 2002 2,460,521 $24,604 1,719,368 $17,195 $17,599,356 $26,831,546 $ (443,475) 101,745 $ (732,439) ========= ======= ========== ======== ============ ============ ============ ========= ============ 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 have been reclassified to conform with the current year presentation. The consolidated balance sheet at April 27, 2002 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 ------------------- Certain 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. Fixed price contracts are also accounted for on the percentage of completion method. 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 2000. 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. e. Reclassification ---------------- Certain prior year balances have been reclassified to conform to the current quarter presentation. 2. Contract Receivables, Net ------------------------- Contract receivables are comprised of: April 27, July 31, 2002 2001 ------------ ------------ United States government Billed $ 2,981,679 $ 5,011,673 Unbilled 1,288,144 1,187,218 ------------ ------------ 4,269,823 6,198,891 ------------ ------------ Industrial customers and state and municipal governments Billed 17,460,572 13,991,415 Unbilled 5,013,052 4,732,568 ------------ ------------ 22,473,624 18,723,983 ------------ ------------ Less allowance for contract adjustments (2,528,452) (2,236,407) ------------ ------------ $24,214,995 $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 $10,679 at April 27, 2002 and $325,000 at July 31, 2001. Unbilled contracts receivable are reduced by billings in excess of costs incurred of $3,401,000 at April 27, 2002 and $2,548,000 at July 31, 2001. Within the above billed balances are contractual retainages in the amount of approximately $666,888 at April 27, 2002 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 April 27, 2002 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 ponds are currently being stocked and awaiting the first harvests. 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 nine months ended April 27, 2002 are as follows: Consulting Analytical Aquaculture Elimination Total ----------- ----------- ------------ ------------- ------------ Net revenues from external customers $49,038,965 $3,141,819 $ 891,538 $ --- $53,072,322 Intersegment net revenues 1,901,975 --- --- (1,901,975) --- ----------- ----------- ------------ ------------ ------------ Total consolidated net revenues $50,940,940 $3,141,819 $ 891,538 $(1,901,975) $53,072,322 =========== =========== ============ ============ ============ Depreciation expense $ 579,179 $ 312,939 $ 137,962 $ --- $ 1,030,080 Segment profit (loss) 4,208,911 (694,981) (1,522,452) --- 1,991,478 Segment assets 47,798,706 6,865,000 8,445,000 --- 63,108,706 Expenditures for long-lived assets 650,795 483,286 533,118 --- 1,667,199 Geographic Information: Net Long-lived Revenues (1) Assets ------------- ------------ United States $41,414,322 $23,391,285 Foreign countries 11,658,000 6,982,000 (1) Net revenues are attributed to countries based on the location of the customers. Reportable segment data for the nine months ended April 28, 2001 are as follows: Consulting Analytical Aquaculture Elimination Total ----------- ----------- ----------- ------------ ----------- Net revenues from external customers $52,528,453 $2,832,760 $ 16,479 $ --- $55,377,692 Intersegment revenues 1,507,068 --- --- (1,507,068) --- ----------- ----------- ----------- ------------ ----------- Total consolidated net revenues $54,035,521 $2,832,760 $ 16,479 $(1,507,068) $55,377,692 =========== =========== =========== ============ =========== Depreciation expense $ 616,431 $ 267,803 $ 41,519 $ --- $ 925,753 Segment profit (loss) 4,221,012 (626,880) (793,374) --- 2,800,758 Segment Assets 39,977,488 6,660,000 6,126,000 --- 52,763,488 Expenditures for long-lived assets 521,821 192,653 1,074,159 --- 1,788,633 Geographic Information: Net Long-lived Revenues (1) Assets ------------ ------------ United States $48,988,692 $35,716,023 Foreign countries $6,389,000 $5,355,000 (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 farm is currently in production and is awaiting its first harvest. 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 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 ----------------------------------- April 27, 2002 April 28, 2001 ---------------- ---------------- Reported net income $399,846 $244,716 Add back: goodwill amortization --- 10,770 -------- -------- Adjusted net income $399,846 $255,486 Basic and diluted earnings per share: Reported earnings per share $.10 $.060 Goodwill amortization --- .003 -------- -------- Adjusted earning per share $.10 $.063 For nine months ended ----------------------------------- April 27, 2002 April 28, 2001 ---------------- ---------------- Reported net income $953,597 $1,291,160 Add back: goodwill amortization --- 32,310 -------- ---------- Adjusted net income $953,597 $1,323,470 Basic and diluted earnings per share: Reported earnings per share $.23 $.314 Goodwill amortization --- .008 -------- -------- Adjusted earning per share $.23 $.322 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. 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 issued 50,242 shares at an average fair value of $6.15 per share during the second quarter of fiscal year 2002. 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 third quarters of fiscal years 2002 and 2001 to be materially different from their reported amounts. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition - ------------------- At April 27, 2002 the Company had a working capital balance of $24.8 million, a $.6 million increase from the balance at July 31, 2001. Cash and cash equivalents increased $2.0 million as a result of a $1.5 million increase in contracts receivable, a $1.2 million decrease in accounts payable, and a $5.7 million increase in other accrued liabilities. The changes were mainly attributable to advances received on the new contracts with the Presidency for Meteorology and Environmental (PME) and Public Authority for Assessment of Compensation (PAAC). The PME contract was signed by the Company on October 30, 2001 through its majority owned subsidiary in Saudi Arabia. The value of this contract was $24.4 million and covers a thirty-month period. The PAAC contract was signed through the Company's Consortium of International Consultants (CIC) on January 14, 2002 and is for work in Kuwait. This contract has a $75 million value ($50 million net after subcontracts). The Company maintains an unsecured line of credit available for working capital and letters of credit of $20.0 million with a bank at 1/2 percent below the prevailing prime rate. A second line of credit has been established at another bank for up to $12.0 million, exclusively for letters of credit. There are no working capital borrowings outstanding under these lines of credit at April 27, 2002 and none were required during the third quarter of fiscal year 2002. However, the Company has outstanding letters of credit (LOC's) at April 27, 2002 in the amount of $14.4 million. These LOC's were obtained to secure bid bonds, advance payments, and performance guarantees for contracts in the Middle East. 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 April 27, 2002. Results of Operations - --------------------- Net Revenue - ----------- Net revenues for the third quarter of fiscal year 2002 were $18.3 million, up $1.3 million from the $17.0 million reported in fiscal year 2001. During the third quarter the PME and PAAC contracts reported net revenues of $3.1 million and $1.0 million respectively. The company also reported an increase in net revenues from various state clients for the seventh quarter in a row. Compared to the prior year, revenues for the third quarter increased by $1.5 million for these state clients. Net revenues from the U.S. Environmental Protection Agency(USEPA) for the third quarter of fiscal year 2002 were $3.0 million, down $1.3 million from the $4.3 million reported in fiscal year 2001. This decrease was primarily due to the completion of five major contracts with the U.S. Environmental Protection Agency (USEPA). Net revenues for the USEPA have remained steady throughout fiscal year 2002. Ecology and Environment do Brasil has continued to be affected by a decrease in work during the third quarter of 2002 and reported a decrease in net revenues of approximately $200,000 from the prior year. The Shrimp Farm operation, based in Costa Rica, reported net revenues of $400,000 for the third quarter of fiscal year 2002 and $892,000 year to date. Limited harvests have been successful as the operation continues its efforts to completely restock the ponds and fully recover from the white spot syndrome virus. Net revenues for the third quarter of fiscal year 2001 were $17.0 million, down 2% from the $17.3 million reported in fiscal year 2000. This decrease was primarily due to the completion of five major contracts with the USEPA. Offsetting this decrease in work from the USEPA was increased revenues from the Company's international clients and the United States Department of Defense (DOD). In particular, the Company experienced a 122% increase in net revenues from various international clients and a 41% increase from DOD clients. Income Before Income Taxes and Minority Interest - ------------------------------------------------ The Company's income before income taxes and minority interest for the third quarter of fiscal year 2002 was $780,000, up 8% from the $722,000 reported in the third quarter of fiscal year 2001. The Company's subsidiaries reported an increase in international work during the third quarter of fiscal year 2002. The new contracts in Saudi Arabia and Kuwait were the main reason for this increase. The shrimp farm operation, based in Costa Rica, reported an operating loss of $481,000 for the third quarter of fiscal year 2002, an increased loss of $226,000 from the prior year. A new farm manager has been added to the management team and will assist the existing staff in their efforts to increase efficiencies and meet planned production schedules. The Company's income before income taxes and minority interest for the third quarter of fiscal year 2001 was $722,000, up 138% from the $304,000 reported in the third quarter of fiscal year 2000. Company-wide cost reduction measures increased both margins and efficiencies throughout the Company. The Company overall achieved significantly improved results for the first three quarters of the year despite a net loss of $524,000 from its Costa Rica based shrimp farm subsidiary. Walsh Environmental and E&E do Brasil, two of the Company's subsidiaries, also had a positive impact on net income. For fiscal year 2001, their income before income taxes and minority interest was $492,000 and $396,000 respectively, compared to $0 and $41,000 for fiscal year 2000. PART II - OTHER INFORMATION --------------------------- None. 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: June 11, 2002 By: RONALD L. FRANK ---------------------------- RONALD L. FRANK EXECUTIVE VICE PRESIDENT - CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL ACCOUNTING OFFICER)