UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-16225 EMCON (Exact name of Registrant as specified in its charter) California 94-1738964 ---------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 South El Camino Real, Suite 1200 San Mateo, California 94402 - ---------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 375-1522 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 [ ] 8,723,100 shares of Common Stock Issued and Outstanding as of July 27, 1998. 1 EMCON INDEX REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1998 Page Number ------- FACING SHEET........................................................... 1 TABLE OF CONTENTS...................................................... 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - June 30, 1998 and December 31, 1997.............. 3 Consolidated Statements of Income - Three and six months ended June 30, 1998 and 1997........................... 4 Consolidated Statements of Cash Flows - Six months ended June 30, 1998 and 1997.......... 5 Notes to Consolidated Financial Statements....... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 12 PART II. OTHER INFORMATION........................................... 16 Signatures............................................................. 17 Index to Exhibits...................................................... 18 2 EMCON CONSOLIDATED BALANCE SHEETS ----------------------------------------------------------------------------------- ---------------- ---------------- June 30, December 31, 1998 1997 (In thousands, except share amounts) (Unaudited) (Audited) ----------------------------------------------------------------------------------- ---------------- ---------------- ASSETS Current Assets: Cash and cash equivalents $ 2,356 $ 6,106 Accounts Receivable: Billed accounts receivable, net of allowance for doubtful accounts of $708 and $634 at June 30, 1998 and December 31, 1997, respectively 37,552 31,413 Unbilled accounts receivable, net of allowance for doubtful accounts of $333 and $295 at June 30, 1998 and December 31, 1997, respectively 7,203 5,310 Costs and estimated earnings in excess of billings on uncompleted contracts 1,526 678 Prepaid expenses and other current assets 3,703 3,401 Inventory 2,698 2,238 Deferred taxes, current portion 3,235 4,235 --------- ------- Total Current Assets 58,273 53,381 Net property and equipment, at cost 16,576 16,182 Notes receivable 2,471 2,811 Cash surrender value of insurance policies 3,120 2,346 Other assets 2,417 2,597 Deferred tax assets 1,028 1,028 Goodwill, net of amortization 14,904 13,916 Other intangible assets, net of amortization 882 814 ---------- --------- Total Assets $99,671 $93,075 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $11,225 $ 8,391 Accrued payroll and related benefits 4,927 4,356 Other accrued liabilities 4,366 2,969 Billings in excess of costs and estimated earnings on uncompleted contracts 4,527 2,732 Long-term obligations due within one year 2,262 2,350 --------- -------- Total Current Liabilities 27,307 20,798 Long-term debt 10,281 11,441 Other noncurrent obligations 2,715 2,736 Commitments and contingencies -- -- Shareholders' Equity: Preferred stock, no par value, 5,000,000 shares authorized; no shares issued or outstanding -- -- Common stock, no par value, 15,000,000 shares authorized; 8,722,725 and 8,571,764 shares issued and outstanding at June 30, 1998 and December 31, 1997, respectively 42,874 42,184 Retained earnings 16,494 15,916 -------- ------- Total Shareholders' Equity 59,368 58,100 -------- ------- Total Liabilities and Shareholders' Equity $99,671 $93,075 ======= ======= See accompanying notes. 3 EMCON CONSOLIDATED STATEMENTS OF INCOME - ------------------------------------------------------------------------------------------------------------------------- Three months ended Six months ended June 30, June 30, (Unaudited) (Unaudited) --------------------------- -------------------------- (In thousands, except per share amounts) 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------------------------------------- Gross revenue $40,985 $33,114 $69,764 $64,477 Outside services at cost 4,776 8,647 7,733 12,429 --------- ------- ------- ------- Net revenue 36,209 24,467 62,031 52,048 Costs and expenses: Direct expenses 21,979 12,206 35,801 24,812 Indirect expenses 13,040 11,177 24,897 25,403 Restructuring/other charges -- -- -- (75) Loss on disposition of laboratory -- -- -- 333 Gain on sale of assets -- -- -- (826) --------- ------- ------ ------ Income from operations 1,190 1,084 1,333 2,401 Interest income (151) (125) (319) (219) Interest expense 304 317 597 648 Equity in earnings of affiliates -- (16) (15) (34) Minority interest (income) expense 2 148 (20) 183 --------- ------- ------ ------ Income before provision for income taxes 1,035 760 1,090 1,823 Provision for income taxes 461 266 496 638 --------- ------- ------ ------ Net income $ 574 $ 494 $ 594 $ 1,185 ========= ======= ======= ======= Basic earnings per share $ 0.07 $ 0.06 $ 0.07 $ 0.14 ========= ======= ======= ======= Diluted earnings per share $ 0.07 $ 0.06 $ 0.07 $ 0.14 ========= ======= ======= ======= Shares used in computing basic earnings per share 8,618 8,534 8,596 8,534 ========= ======= ======= ======= Shares used in computing diluted earnings per share 8,830 8,554 8,829 8,545 ========= ======= ======= ======= See accompanying notes. 4 EMCON CONSOLIDATED STATEMENTS OF CASH FLOWS - ---------------------------------------------------------------------------------------------------------- Six months ended June 30, (Unaudited) ------------------------------- Increase (decrease) in cash and cash equivalents (in thousands) 1998 1997 - -------------------------------------------------------------------------- ---------------- -------------- Cash flow from operating activities: Net income $ 594 $1,185 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation 1,895 1,908 Amortization 316 312 Bad debt expense 250 499 Gain on sale/disposal of property and equipment (256) (15) Loss on disposition of laboratory -- 333 Gain on disposition of assets -- (826) Increase in salary continuation plan 118 42 Changes in operating assets and liabilities: Accounts receivable (7,924) (4,213) Costs and estimated earnings in excess of billings on uncompleted (848) (929) contracts Inventory (460) (517) Prepaid expenses and other assets (329) (494) Notes receivable 340 (2,849) Cash surrender value of insurance policies (774) (200) Other assets 187 2,631 Deferred tax assets 1,000 -- Accounts payable 2,611 988 Accrued payroll and related benefits 556 (1,235) Billings in excess of costs and estimated earnings on uncompleted 1,795 3,472 projects Other accrued liabilities 1,190 382 - ---------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 261 474 - ---------------------------------------------------------------------------------------------------------- Cash flow from investing activities: Additions to property and equipment (2,384) (2,341) Acquisitions, net of cash acquired (719) (858) Addition to other intangible assets (99) -- Net cash on disposition of laboratory -- 3,794 Net cash from dispositions of assets -- 840 Proceeds from sale of property and equipment 358 114 - ---------------------------------------------------------------------------------------------------------- Net cash (used for) provided by investing activities (2,844) 1,549 - ---------------------------------------------------------------------------------------------------------- Cash flow from financing activities: Proceeds of new debt obligation -- 69 Payments of current and long term portion of debt (1,248) (4,344) Issuance of common stock for cash, net of cancellations 97 71 Dividend payments (16) (30) - ---------------------------------------------------------------------------------------------------------- Net cash used for financing activities (1,167) (4,234) - ---------------------------------------------------------------------------------------------------------- Decrease in cash and cash equivalents (3,750) (2,211) Cash and cash equivalents, beginning of year 6,106 5,331 - ---------------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $2,356 $3,120 - ---------------------------------------------------------------------------------------------------------- See accompanying notes. 5 EMCON NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all significant intercompany accounts and transactions. While the financial information is unaudited, the statements in this report reflect all adjustments, which are normal and recurring, that are necessary for a fair presentation of the results of operations for the interim periods covered and of the financial condition of the Company at the dates of the consolidated balance sheets. The consolidated operating results for the interim periods presented are not necessarily indicative of performance for the entire year. These consolidated financial statements and notes should be read in conjunction with the Company's consolidated financial statements for the fiscal year ended December 31, 1997. 2. Restructuring Charges In the fourth quarter of 1996, senior management reviewed the Company's operational and administrative functions for the purpose of further improving the Company's competitiveness and overall profitability. Based on this review, the Company's Board of Directors approved a strategic restructuring plan to reposition the Company to fully exploit its core strengths in engineering, design, construction, operations and maintenance. The plan included closure or downsizing of underperforming offices, write-off of employment contracts for former employees no longer participating in the Company's affairs and employee severance. During the quarter ended June 30, 1998, $13,000 relating to the restructuring were incurred and charged against the established reserve. Through June 30, 1998, $392,000 of restructuring costs have been incurred and charged against the reserve and $293,000 remains in other accrued liabilities, which includes present value adjustments during 1998 of $12,000. 3. Acquisitions On April 3, 1998, EMCON acquired all the outstanding capital stock of Advanced Analytical Solutions, Inc. ("A2S"), a Denver, Colorado based provider, with an office in Philadelphia, Pennsylvania, of alternative dispute resolution, cost allocation, cost recovery, and litigation support services for, primarily, superfund projects. The Company purchased A2S for $1,194,000, in stock ($593,000), cash and direct acquisition costs ($601,000). The transaction was accounted for as a purchase. Goodwill of approximately $1,150,000 is being amortized over thirty years using the straight line method. Accumulated amortization at June 30, 1998, was approximately $10,000. Additional consideration may be paid for the purchase of A2S subject to the achievement of predetermined operating performance goals over the next two years. This acquisition would not have had a material affect on net revenue, net income, or earnings per share, had it been effective at January 1, 1998. 6 Effective May 1, 1997, Organic Waste Technology, Inc. ("OWT"), a wholly owned subsidiary of EMCON, acquired all of the equity interest in National Earth Products, Inc. ("NEP"), a Lancaster, Pennsylvania-based company with significant expertise in landfill civil construction and related soils processing. NEP was acquired for $933,000 in cash and $800,000 in notes payable. The transaction was accounted for as a purchase. Specifically identifiable intangible assets and goodwill of approximately $1,601,000 resulting from this acquisition are included in goodwill and are being amortized over twenty-five years using the straight line method. Accumulated amortization as of June 30, 1998, was approximately $70,000. Included in goodwill, is an additional $125,000 cash payment that was made to NEP shareholders in May, 1998, as a result of their attaining certain predetermined operating performance goals. Additional consideration may be paid for the purchase of NEP subject to the achievement of certain earnout goals over the next year to be measured as of April, 1999. This acquisition would not have had a material effect on net revenue, net income, or earnings per share, had it been effective at January 1, 1997. 4. Credit Agreement In conjunction with the acquisition of OWT, the Company entered into a $20,000,000 secured credit agreement with its existing commercial bank (the "Credit Agreement"), replacing its previous $10,000,000 unsecured line of credit. Under the new agreement, the Company borrowed $10,000,000 on a term loan basis with interest at a managed rate not to exceed the prime rate. Principal is to be amortized over seven years with any unpaid amounts due and payable on June 30, 2001. In April 1997, following the infusion of cash upon the sale of CAS, the Company prepaid, on an accelerated basis, $3,000,000 of the then outstanding principal balance of the term loan. The remaining $10,000,000 under the Credit Agreement is available for working capital purposes (with up to $5,000,000 also being available for non-working capital purposes). The line of credit component of the Credit Agreement expires on August 27, 1998. The Company expects to renew the line of credit component of the Credit Agreement prior to its expiration. The Credit Agreement contains provisions with respect to the payment of dividends and the level of capital expenditures and requires the maintenance of specific levels of working capital, tangible net worth and continued quarterly profitability. 5. Litigation As a professional services firm engaged in environmental-related matters, the Company encounters potential liability, including claims for significant environmental damage in the normal course of business. The Company is party to lawsuits and is aware of potential exposure related to certain claims, but in the opinion of management the resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. 7 6. Earnings Per Share Three months ended Six months ended June 30, June 30, ------------------------- ------------------------ (In thousands, except for earnings per share) 1998 1997 1998 1997 --------------------------------------------------------------------------------------------------------------------- Numerator: Net income $ 574 $ 494 $ 594 $ 1,185 ------- -------- ------- ------- Numerator for basic earnings per share - income available to common stockholders 574 494 594 1,185 Effect of dilutive securities: 8% convertible debentures N/A(1) N/A(1) N/A(1) N/A(1) ------- -------- ------- ------- Numerator for diluted earnings per share - income available to common stockholders after assumed conversions $ 574 $ 494 $ 594 $ 1,185 ======= ======== ======= ======= Denominator: Denominator for basic earnings per share - weighted-average shares 8,618 8,534 8,596 8,534 Effect of dilutive securities: Employee stock options 212 20 233 11 8% convertible debentures N/A(1) N/A(1) N/A(1) N/A(1) Dilutive potential common shares Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions 8,830 8,554 8,829 8,545 ======== ======== ======= ======== Basic earnings per share $ 0.07 $ 0.06 $ 0.07 $ 0.14 ======== ======== ======= ======== Diluted earnings per share $ 0.07 $ 0.06 $ 0.07 $ 0.14 ======== ======== ======= ======== --------------------------------------------------------------------------------------------------------------------- (1)Excluded from the above reconciliations were approximately 269,000 shares of common stock that may be issued at $6.50 per share to convert $1,747,000 of indebtedness to certain senior management of OWT because such shares were antidilutive at June 30, 1998. Conversion of debt, if it occurs, would be within ninety days after November 30, 2001. Also excluded from the above reconciliations were approximately 123,000 shares of common stock that may be issued at $6.50 per share to convert $800,000 of indebtedness to certain senior management of NEP because such shares were antidilutive at June 30, 1998. Conversion of debt, if it occurs, would be 50% at May 1, 2000, and 50% at May 1, 2002. 7. Other In 1994, the Company converted to a fifty-two/fifty-three week fiscal year which will result in a fifty-two week year in 1998. The Company's year end falls on the Friday closest to the last day of the calendar year. The Company also follows a five-four-four week quarterly cycle. For convenience, the accompanying consolidated financial statements have been shown as ending on the last day of the calendar period. 8. Adoption of Statement 131 Effective January 1, 1998, the Company adopted the Financial Accounting Standards Board's Statement of Financial Accounting standards No. 131, Disclosure about Segments of an Enterprise and Related Information, ("Statement 131"). Statement 131 superseded FASB Statement 14, Financial Reporting for Segments of a Business Enterprise. Statement 131 establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. The adoption of Statement 131 did not affect consolidated results of operations or financial position, but did affect the disclosure of segment information. See note 9. 8 9. Segment Reporting Description of the types of services from which each reportable segment derives its revenues. EMCON provides comprehensive environmental engineering, design, construction, operations and maintenance, and equipment fabrication services to a variety of public and private industrial and solid waste clients. The Company is comprised of two reportable segments -- the Operations and Construction Division (EOC) and the Professional Services Division (PSD) -- and services three key service lines: Solid Waste, Site Restoration and Facility Services. In the first quarter of 1997, the Company had, in addition to the two reportable segments listed above, a third reportable segment which was its laboratory operations known as Columbia Analytical Services, Inc. (CAS). During the first quarter of 1997, the Company completed the sale of CAS. Measurement of segment profit or loss and segment assets. The Company evaluates performance of its reportable segments, EOC and PSD, based on operating income or loss before and after corporate overhead allocations, but before interest income, interest expense, equity in income of affiliates and minority interest income (loss). Corporate overhead expenses are substantially allocated to the reporting segments based on revenue and/or headcount when an item cannot be specifically identifiable to a reporting segment. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies as disclosed in EMCON's Form 10K as of December 31, 1997. Intersegment sales consist primarily of labor and are marked up to provide the supplying reportable segment a measure of profit. The receiving reportable segment records the transfer as an "Outside Service" and may or may not further mark up the labor cost prior to passing the cost through to its customer. If the cost is not passed through to the customer, the receiving reportable segment records the transaction as an indirect cost. All intersegment accounts are eliminated in consolidation. Factors management used to identify the enterprise's reportable segments. EMCON's reportable segments are divisional units that offer different services. The reportable segments are each managed separately. The PSD reportable segment concentrates on professional engineering, design and consulting services in solid waste, site restoration and facilities services. The PSD reportable segment has regional operations situated in the North, South, Northwest and Southwest of the United States, each overseen by an Area Operations Manager. These regional operations have the same operating parameters (services offered and required operating margins), may serve the same national customers and often share personnel. For reportable segment reporting, these regional operations are aggregated. The EOC reportable segment concentrates on construction, equipment fabrication and operations and maintenance services, primarily to the Company's solid waste clients. In 1997, there was a third reportable segment, Columbia Analytical Services, Inc., a laboratory division that was sold during the first quarter of 1997. 9 Segment Information --------------------------------------------------------------------------------------------------- (Three months ended June 30, 1998) PSD EOC Other Total --------------------------------------------------------------------------------------------------- Gross revenues from: External subcontractors $20,284 $20,243 $ 458 $40,985 Intersegment revenues 675 629 -- 1,304 Outside services from: External subcontractors 4,742 18 16 4,776 Intersegment services 676 643 5 1,324 Net revenues 15,541 20,211 457 36,209 Depreciation expense 528 335 65 928 Amortization expense -- 15 148 163 Segment operating profit (loss) before 474 2,393 126 2,993 allocations Segment operating profit (loss) after allocations (538) 1,860 (132) 1,190 --------------------------------------------------------------------------------------------------- (Three months ended June 30, 1997) --------------------------------------------------------------------------------------------------- Gross revenues from: External customers $20,190 $12,920 $ 4 $33,114 Intersegment revenues 362 511 -- 873 Outside services from: External subcontractors 4,134 4,513 -- 8,647 Intersegment services 584 268 -- 852 Net revenues 15,834 8,650 (17) 24,467 Depreciation expense 559 365 91 1,015 Amortization expense -- 26 135 161 Segment operating profit (loss) before 1,645 1,206 -- 2,851 allocations Segment operating profit (loss) after allocations 434 595 55 1,084 --------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- (Six months ended June 30, 1998) PSD EOC CAS Other Total ---------------------------------------------------------------------------------------------------------------- Gross revenues from: External customers $38,331 $30.975 N/A $ 458 $69,764 Intersegment revenues 872 1,153 N/A -- 2,025 Outside services from: External subcontractors 7,614 103 N/A 16 7,733 Intersegment services 1,248 794 N/A 5 2,047 Net revenues 30,341 31,231 N/A 459 62,031 Depreciation expense 1,081 678 N/A 136 1,895 Amortization expense -- 30 N/A 286 316 Segment operating profit (loss) before 1,195 3,274 N/A 126 4,595 allocations Segment operating profit (loss) after allocations (795) 2,231 N/A (103) 1,333 Segment assets (1) Accounts receivable, net 23,485 20,904 N/A 366 44,755 ---------------------------------------------------------------------------------------------------------------- 10 ----------------------------------------------------------------------------------------------------------------- (Six months ended June 30, 1997) PSD EOC CAS Other Total ----------------------------------------------------------------------------------------------------------------- Gross revenues from: External customers $41,106 $18,908 $4,453 $ 10 $64,477 Intersegment revenues 693 1,091 734 -- 2,518 Outside services from: External subcontractors 7,641 4,513 275 -- 12,429 Intersegment services 2,063 400 8 -- 2,471 Net revenues 32,095 15,086 4,904 (37) 52,048 Depreciation expense 1,119 646 462 143 2,370 Amortization expense -- 41 -- 271 312 Restructuring/other charges -- -- -- (75) (75) Loss on disposition of laboratory -- -- -- 333 333 Gain on sale of assets -- 826 -- -- 826 Segment operating profit (loss) before 3,029 2,278 108 -- 5,415 allocations Segment operating profit (loss) after allocations 1,266 1,332 (59) (138) 2,401 Segment assets(1) Accounts receivable, net 26,689 11,201 N/A -- 37,890 -------------------------------------------------- ---------- ---------- ------------- ------------ ------------- (1)The Company reviews its consolidated balance sheet and reviews only accounts receivable on a segment basis. ----------------------------------------------------------------------------------------------------------------- Three months ended Six months ended June 30, June 30, ----------------------------------------------------------------------------------------------------------------- Three months ended June 30, 1998 1997 1998 1997 ----------------------------------------------------------------------------------------------------------------- Revenues Total external revenues for reportable segments $40,527 $33,110 $69,306 $64,467 Intersegment revenues for reportable segments 1,304 873 2,025 2,518 Other revenues 458 4 458 10 Elimination of intersegment revenues (1,304) (873) (2,025) (2,518) ------- ------- ------- ------- Total gross consolidated revenues 40,985 33,114 69,764 64,477 Less outside services (4,776) (8,647) (7,733) (12,429) ------- ------- ------- ------- Total net revenue $36,209 $24,467 $62,031 $52,048 ----------------------------------------------------------------------------------------------------------------- Profit or Loss Total operating profit for reportable segments before $ 2,993 $ 2,851 $ 4,595 $ 5,415 allocations Overhead allocations expense (1,545) (1,836) (3,033) (2,876) Unallocated overhead (258) 69 (229) (138) ------- ------ ------- ------- Total operating profit after allocations 1,190 1,084 1,333 2,401 Interest income 151 125 319 219 Interest expense (304) (317) (597) (648) Equity in earnings of affiliates -- 16 15 34 Minority interest income (expense) (2) (148) 20 (183) -------- ------ ------- ------- Income before provision for income taxes $ 1,035 $ 760 $ 1,090 $ 1,823 ----------------------------------------------------------------------------------------------------------------- June 30, 1998 1997 ----------------------------------------------------------------------------------------------------------------- Assets Accounts receivable for reportable segments $44,755 $37,890 Other current assets 13,518 10,867 Net property and equipment at cost 16,576 15,429 Goodwill, net of amortization 14,904 13,922 Other assets 9,918 13,773 ------- ------- Total consolidated assets $99,671 $91,881 ----------------------------------------------------------------------------------------------------------------- 11 EMCON ITEM 2. Management's Discussion and Analysis of Financial Condition and Results Of Operations. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q. Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," including statements regarding the Company's beliefs, expectations or strategies regarding the future, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, including those discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Form 10-K"), that could cause actual results to differ materially from those projected. RESULTS OF OPERATIONS Current Year-to-Date ended June 30, 1998 versus Prior Year-to-Date ended June 30, 1997. Net Revenue: Net revenue for the first six months of 1998 totaled $62,031,000 a 19.2% increase from $52,048,000 for the first six months of 1997. At the end of the first quarter of 1997, the Company divested its laboratory subsidiary, Columbia Analytical Services, Inc. (CAS); a reportable segment. CAS contributed $4,904,000 to net revenue in the first quarter of 1997. Excluding net revenue contributed by CAS in the first quarter of 1997, net revenue from continuing operations actually increased 31.6% in the first six months of 1998 from $47,144,000 in the same period in 1997. The increase in net revenue was primarily due to a 107.0% increase in net revenue from EMCON's Operations and Construction (EOC) reportable segment as the demand for its services continued to increase. This was offset by a 5.5% decrease in net revenue from the Professional Services Division reportable segment (PSD) due to unanticipated project delays, unusually severe weather conditions and the impact from the contraction of the PSD's West Coast operations throughout the course of 1997 and the first six months of 1998. Direct Expenses: Direct expenses include compensation for billable hours for technical and professional staff and other project related expenses, as well as direct labor and materials for in-house testing and construction activities. Direct expenses for the first six months of 1998 totaled $35,801,000, a 44.3% increase compared to direct expenses of $24,812,000 during the first six months of 1997. Excluding the impact of CAS (which incurred direct expenses of $2,267,000 in the first quarter of 1997) direct expenses increased 58.8% from $22,545,000 in the first six months of 1997. As a percentage of net revenue, direct expenses as reported increased from 47.7% in the first six months of 1997 to 57.7% in the first six months of 1998. The increase was due in large part to a shift in business mix resulting from the divestiture of CAS, the contraction of the PSD reportable segment and the continued expansion of the EOC reportable segment. 12 Indirect Expenses: Indirect expenses include salary compensation for nonbillable hours of professional, technical and administrative staff and general administrative expenses such as rent, bonuses, benefits, insurance, legal, depreciation and amortization. Indirect expenses for the first six months of 1998 totaled $24,897,000, a 2.0% decrease compared to indirect expenses of $25,403,000 for the first six months of 1997. Excluding the impact of CAS (which incurred indirect expenses of $2,529,000 in the first quarter of 1997) indirect expenses during the first six months of 1998 increased 8.8% from $22,874,000 during the first six months of 1997. As a percentage of net revenue, indirect expenses decreased from 48.8% in the first six months of 1997 (48.5% after excluding the impact of CAS) to 40.1% in the first six months of 1998. The decrease was due in part to the above-noted shift in business mix, the expansion of the EOC reportable segment, the contraction of the PSD reportable segment and the continued positive impact of cost containment measures. Adjustment of Restructuring Accrual: During the first quarter of 1997, the Company reversed an accrual of $75,000 made as part of the restructuring actions taken in the fourth quarter of 1996. The year end accrual was revised to reflect lower than anticipated costs associated with the abandonment and subsequent sublease of certain office space. Loss on Disposition of Laboratory: During the first quarter of 1997, the Company completed the sale of CAS to the employees of CAS for $4,000,000 in cash, CAS' promissory notes for $3,219,000 ("CAS Notes") and a continuing preferred stock interest in CAS valued at $500,000. The Company paid $206,000 in cash to CAS for retired employee contracts and for accelerated vesting of stock options and other non vested stock rights. In anticipation of completing the sale, the Company recognized impairment in the value of its investment in CAS of $3,327,000 at the end of 1996. As a result of several pre closing adjustments, the Company recognized an additional loss on disposition of CAS in the first quarter of 1997 of $333,000. Gain on Sale of Assets: During the first quarter of 1997, the Company completed the sale of one of its landfill gas-to-energy projects, including the related leasehold production rights and associated machinery and equipment. The Company recognized a gain on disposition of the project in the first quarter of 1997, of $826,000. Income From Operations: Income from operations for the first six months of 1998 was $1,333,000, a 44.5% decrease compared to $2,401,000 during the comparable period last year. Income from operations, as a percent of net revenue decreased to 2.1% for the first six months of 1998 from 4.6% in the comparable period in 1997. Interest Income: The Company recorded interest income of $319,000 in the first six months of 1998 compared to $219,000 in the first six months of 1997. The increase in interest income in the first six months of 1998 compared to the first six months of 1997 was primarily due to the recognition of interest income on the CAS Notes. Interest Expense. The Company incurred interest expense of $597,000 in the first six months of 1998 compared to $648,000 in the first six months of 1997. 13 Quarters Ended June 30, 1998 and 1997 Net Revenue. Net revenue for the quarter ended June 30, 1998, totaled $36,209,000, a 48.0% increase from net revenue of $24,467,000 for the second quarter of 1997. The increase in net revenue was primarily due to a 133.7% increase in net revenue from EMCON's Operations and Construction Division (EOC) reportable segment as the demand for its services continues to expand. This was offset by a 1.6% decrease in net revenue from the PSD reportable segment due to continued project delays, and the impact from the contraction of the PSD's West Coast operations throughout the course of 1997 and the first six months of 1998. Direct Expenses. Direct expenses for the quarter ended June 30, 1998, totaled $21,979,000, an 80.1% increase from $12,206,000 during the second quarter of 1997. As a percentage of net revenue, direct expenses increased from 49.9% in the second quarter of 1997 to 60.7% in the second quarter of 1998. The increase was due in large part to a shift in business mix resulting from the divestiture of CAS, the contraction of the PSD reportable segment and the continued expansion of the EOC reportable segment. Indirect Expenses. Indirect expenses for the quarter ended June 30, 1998 totaled $13,040,000, a 16.7% increase from indirect expenses of $11,177,000 during the second quarter of 1997. As a percentage of net revenue, indirect expenses decreased from 45.7% in the second quarter of 1997 to 36.0% in the second quarter of 1998. The decrease was due in part to the above-noted shift in business mix, the expansion of the EOC reportable segment, the contraction of the PSD reportable segment and the continued positive impact of cost containment measures. Income From Operations. Income from operations for the quarter ended June 30, 1998, was $1,190,000, a 9.8% increase compared to $1,084,000 during the second quarter of 1997. Income from operations, as a percent of net revenue decreased to 3.3% in the second quarter of 1998 from 4.4% in the comparable period in 1997. Interest Income. The Company recorded interest income of $151,000 in the quarter ended June 30, 1998 compared to $125,000 in the second quarter of 1997. Interest Expense. The Company incurred interest expense of $304,000 in the quarter ended June 30, 1998 compared to $317,000 in the first quarter of 1997. LIQUIDITY AND CAPITAL RESOURCES During the first six months of 1998, the Company's uses of cash for non-operating activities primarily consisted of repayment of debt in the amount of $1,248,000 and additions to property and equipment in the amount of $2,384,000; mainly computers and field equipment and developed leachate evaporation system (LES) projects. Net cash provided by operating activities during the period was $261,000. 14 In conjunction with the acquisition of OWT, the Company entered into a $20,000,000 secured credit agreement with its existing commercial bank (the "Credit Agreement"), replacing its previous $10,000,000 unsecured line of credit. Under the new agreement, the Company borrowed $10,000,000 on a term loan basis with interest at a managed rate not to exceed the prime rate. Principal is to be amortized over seven years with any unpaid amounts due and payable on June 30, 2001. In April 1997, following the infusion of cash upon the sale of CAS, the Company prepaid, on an accelerated basis, $3,000,000 of the then outstanding principal balance of the term loan. The remaining $10,000,000 under the Credit Agreement is available for working capital purposes (with up to $5,000,000 also being available for non-working capital purposes). The line of credit component of the Credit Agreement expires on August 27, 1998. The Company expects to renew the line of credit component of the Credit Agreement prior to its expiration. The Credit Agreement contains provisions with respect to the payment of dividends and the level of capital expenditures and requires the maintenance of specific levels of working capital, tangible net worth and continued quarterly profitability. The Company believes that its cash on hand and cash generated from operations, together with its available bank financing will be sufficient to meet the Company's capital needs for at least the next twelve months. 15 EMCON PART II OTHER INFORMATION Items 1. - 3. Not applicable. Item 4. Submission of Matters to a Vote of Security-Holders On May 28, 1998, the Annual Meeting of Shareholders of EMCON was held at 1921 Ringwood Ave., San Jose, California. Of the 8,572,862 shares outstanding as of the record date, 7,697,769 shares were present or represented by proxies at the meeting. Election of Directors. An election of directors was held with the following individuals being elected to the Board of Directors: For Withheld Douglas P. Crane 6,803,314 894,455 Eugene M. Herson 7,137,548 560,221 Richard A. Peluso 7,143,053 554,716 Donald R. Kerstetter 6,801,098 896,671 Peter Vardy 6,803,798 893,971 Franklin J. Agardy 6,800,855 896,914 Approval of 1998 Stock Option Plan. The shareholders voted to approve the 1998 Stock Option Plan. The proposal received 2,770,870 votes for, 2,753,927 votes against, 160,888 abstentions and 2,012,084 broker non-votes. Ratification of Appointment of Independent Auditors. The shareholders voted to ratify the appointment of Ernst & Young LLP as EMCON's independent auditors for the fiscal year ending December 31, 1998. The proposal received 7,589,152 votes for, 91,388 votes against, and 17,229 abstentions. Item 5. Not applicable. Item 6. Exhibits and Reports (a) Exhibits - See Index to Exhibits on Page 18 (b) Reports on Form 8-K - No reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter ended June 30, 1998. 16 EMCON SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: July 27, 1998 EMCON \s\ R. Michael Momboisse ------------------------------------- R. MICHAEL MOMBOISSE Chief Financial Officer, Vice President - Legal, and Secretary (Duly authorized and principal financial and accounting officer) 17 INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Page - -------------- -------------- 2.1 Stock Purchase Agreement dated January 30, * 1996, among Organic Waste Technologies, Inc. ("OWT"), Registrant and the selling shareholders and option holders of OWT, incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K dated March 14, 1996, (the "March 1996 8-K"). 2.2 Asset Purchase Agreement between Yolo * Energy Partners, Inc., Yolo Landfill Gas Corporation, EMCON, Yolo Neo LLC, and Minnesota Methane LLC dated December 31, 1996, incorporated by reference from Exhibit 10.20 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "1996 10-K"). 2.3 Acquisition Agreement between EMCON and * its wholly owned subsidiary, Monterey Landfill Gas Corporation, and Biomass Energy Partners V, L.P., dated March 6, 1997, incorporated by reference from Exhibit 10.22 of the 1996 10-K. 2.4 Stock Purchase Agreement dated April 4, * 1997 among Registrant, Columbia Analytical Services, Inc. (`CAS"), Northwest Trust as trustee of the CAS Employee Stock Ownership Trust and certain senior management employees of CAS, incorporated by reference from Exhibit 2.4 of the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 (the "March 1997 10-Q"). 2.5 Stock Purchase Agreement dated April 30, * 1997 among Registrant, OWT, National Earth Products, Inc. ("NEP") and the selling stockholders of NEP, incorporated by reference from Exhibit 2.5 of the March 1997 10-Q. 2.6 Agreement and Plan of Reorganization among * Registrant, Advanced Analytical Solutions, Inc. ("A2S") and certain other parties dated April 3, 1998, incorporated by reference from Exhibit 2.6 of the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 (the "March 1998 10-Q"). 3.1 Articles of Incorporation, as amended, * incorporated by reference from Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (File No. 33-16337) effective September 16, 1987 (the "Form S-1 Registration Statement"). 3.2 Certificate of Amendment of Restated Articles * of Incorporation as filed on May 24, 1988, incorporated by reference from Exhibit 3.2 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (the "1988 10-K"). 3.3 Certificate of Amendment of Restated Articles * of Incorporation as filed on June 4, 1991, incorporated by reference from Exhibit 4.1 of the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1991 (the "June 1991 10-Q"). 18 Sequentially Exhibit Numbered Number INDEX TO EXHIBITS (Continued) Page - -------------- --------------- 3.3 Bylaws, as amended, incorporated by reference * from Exhibit 4.2 of the June 1991 10-Q. 10.1 EMCON 1986 Incentive Stock Option Plan and *(1) Amendment, incorporated by reference from Exhibit 10.15 of the Form S-1 Registration Statement. 10.2 Form of Agreement pursuant to Salary *(1) Continuation Plan, incorporated by reference from Exhibit 10.17 of the Form S-1 Registration Statement. 10.3 Schedule identifying Agreements pursuant to *(1) Salary Continuation Plan between Registrant and certain employees, incorporated by reference from Exhibit 10.3 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "1997 10-K"). 10.4 Form of Indemnity Agreement between the * Registrant and each of the Registrant's officers and directors, incorporated by reference from Exhibit 10.20 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (the "1988 10-K"). 10.5 EMCON 1988 Stock Option Plan, amended by *(1) shareholder approval on May 25, 1994, including form of Nonqualified Stock Option Agreement (Outside Directors), incorporated by reference from Exhibit 10.9 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994 (the "June 30, 1994 10-Q"). 10.6 EMCON Employee Stock Purchase Plan *(1) incorporated by reference from Exhibit 10.10 of the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995. 10.7 EMCON Restricted Stock Plan incorporated *(1) by reference from Exhibit 10.15 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1990. 10.8 EMCON Deferred Compensation Plan effective *(1) January 1, 1994, incorporated by reference from Exhibit 10.12 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (the "1993 10-K"). 10.9 Trust Agreement for the EMCON Deferred *(1) Compensation Plan and Salary Continuation Plan Trust dated February 19, 1994, between Registrant and Wells Fargo Bank, N.A. incorporated by reference from Exhibit 10.13 of the 1993 10-K. 10.10 Agreement between Eugene M. Herson and *(1) Registrant dated November 30, 1995, incorporated by reference from Exhibit 10.21 of Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the "1995 10-K"). 19 Sequentially Exhibit Numbered Number INDEX TO EXHIBITS (Continued) Page - -------------- --------------- 10.12 Credit Agreement between The Bank of * California, N.A. and Registrant dated February 29, 1996, incorporated by reference from Exhibit 10.2 of the March 1996 8-K. 10.13 Security Agreement between The Bank of * California, N.A. and Registrant dated February 29, 1996, incorporated by reference from Exhibit 10.3 of the March 1996 8-K. 10.14 Pledge Agreement between The Bank of * California, N.A. and Registrant dated February 29, 1996, incorporated by reference from Exhibit 10.4 of the March 1996 8-K. 10.15 Eurodollar Rate Option Agreement between The * Bank of California, N.A. and Registrant dated February 29, 1996, incorporated by reference from Exhibit 10.5 of the March 1996 8-K. 10.16 Fixed Rate Amortization Option Agreement * between The Bank of California, N.A. and Registrant dated February 29, 1996, incorporated by reference from Exhibit 10.6 of the March 1996 8-K. 10.17 Note Agreement among the Registrant, OWT, and * certain employees of OWT , incorporated by reference from Exhibit 10.1 of the March 1996 8-K. 10.18 Rescission and Reformation Agreement dated * effective November 1, 1996 among EMCON, OWT, and certain employees of OWT, incorporated by reference from Exhibit 10.18 of the 1996 10-K. 10.19 New Note Agreement dated effective November * 1, 1996 among EMCON, OWT and certain employees of OWT, incorporated by reference from Exhibit 10.19 of the 1996 10-K. 10.20 Second Amendment to Credit Agreement dated * effective January 27, 1997 among EMCON and Union Bank of California, N.A. (formerly known as The Bank of California, N.A.), incorporated by reference from Exhibit 10.21 of the 1996 10-K. 10.21 Third Amendment to Credit Agreement dated * effective March 27, 1997 among EMCON and Union Bank of California, N.A. (formerly known as The Bank of California, N.A.), incorporated by reference from Exhibit 10.23 of the 1996 10-K. 10.22 Convertible Notes dated April 30, 1997 issued * by EMCON to Dennis Grimm and Charles Gearhart in the principal amounts of $400,798.40 and $399,201.60, respectively, incorporated by reference from Exhibit 10.22 of the March 1997 10-Q. 20 Sequentially Exhibit Numbered Number INDEX TO EXHIBITS (Continued) Page - -------------- -------------- 10.23 Lease Agreement dated April 4, 1997, between * EMCON and Columbia Analytical Services, Inc., incorporated by reference from Exhibit 10.23 of the March 1997 10-Q. 10.24 Amendment 1997-I to EMCON Deferred *(1) Compensation Plan dated effective February 22, 1997, incorporated by reference from Exhibit 10.24 of the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997 (the "June 30, 1997 10-Q"). 10.25 Fourth Amendment to Credit Agreement dated * effective June 24, 1997 among EMCON and Union Bank of California, N.A., incorporated by reference from Exhibit 10.25 of the June 30, 1997 10-Q. 10.26 Amended and Restated Agreement between Eugene *(1) M. Herson and Registrant dated November 3, 1997, incorporated by reference from Exhibit 10.26 of the 1997 10-K. 10.27 Amended and Restated Agreement between R. *(1) Michael Momboisse and Registrant dated November 3, 1997, incorporated by reference from Exhibit 10.27 of the 1997 10-K. 10.28 Deferred Compensation Plan, Amended and *(1) Restated effective January 1, 1998, incorporated by reference from Exhibit 10.28 of the 1997 10-K. 10.29 Registration Rights Agreement among * Registrant, and the former shareholders of A2S dated April 3, 1998, incorporated by reference from Exhibit 10.29 of the March 1998 10-Q. 10.30 Secured Promissory Note of Timothy M. Keaten * dated April 3, 1998, in the principal amount of $225,000, incorporated by reference from Exhibit 10.30 of the March 1998 10-Q. 10.31 EMCON 1998 Stock Option Plan, with standard 22 form of Incentive Stock Option Agreement, Non-Statutory Stock Option Agreement and Non-Statutory Stock Option Agreement (outside Director Option) attached. 10.32 Sixth Amendment to Credit Agreement among 76(1) Registrant and Union Bank of California dated June 1, 1998. 27 Financial Data Schedule, included herein. 81 * Incorporated by reference (1) Management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 14(c) of the instructions to Form 10-K. 21