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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________to________________________
Commission File Number 0-11688
AMERICAN ECOLOGY CORPORATION
----------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<Table>
DELAWARE 95-3889638
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
805 W. Idaho
Suite #200
Boise, Idaho 83702-8916
------------ ----------
(Address of principal executive offices) (Zip Code)
</Table>
(208) 331-8400
--------------
(Registrants telephone number, including area code)
Indicate by a check mark whether Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES [ ] NO [X]
At August 13, 2001, Registrant had outstanding 13,720,622 shares of its
Common Stock.
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AMERICAN ECOLOGY CORPORATION
QUARTERLY REPORT FORM 10-Q FOR THE
THREE MONTHS ENDED JUNE 30, 2001
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
<Table>
<Caption>
PAGE
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet
(Unaudited) 4
Consolidated Statements of Operations
(Unaudited) 5
Consolidated Statements of Cash Flows
(Unaudited) 6
Consolidated Statements of Shareholder's Equity
(Unaudited) 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 23
Item 2. Changes in Securities 22
Item 3. Defaults upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 23
Item 6. Exhibits and Reports on Form 8-K 25-27
Signatures 28-29
</Table>
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DIRECTORS
Jack K. Lemley
Chairman of the Board
American Ecology Corporation
Rotchford L. Barker
Independent Businessman
Paul C. Bergson
Principal
Bergson & Company
Keith D. Bronstein
President
Tradelink, LLC
Edward F. Heil
Chairman of the Board
American Environmental Construction Company
Dan Rostenkowski
President DanRoss & Associates, Inc.
Paul F. Schutt
Chief Executive Officer
Nuclear Fuel Services, Inc.
CORPORATE OFFICE
American Ecology Corporation
805 W. Idaho, Suite 200
Boise, Idaho 83702
(208) 331-8400
(208) 331-7900 (fax)
www.americanecology.com
COMMON STOCK
American Ecology Corporation's common stock trades on the NASDAQ Stock Market
under the symbol ECOL.
OFFICERS
Jack K. Lemley
Chairman, Chief Executive Officer and President
James R. Baumgardner
Senior Vice President and Chief Financial Officer
L. Gary Davis
Vice President and Controller
Zaki K. Naser
Executive Vice President and Operations Manager
Stephen A. Romano
Vice President
Robert S. Thorn
Vice President and Treasurer
Barbara Trenary
Vice President
Robert M. Trimble
General Counsel and Secretary
FINANCIAL REPORTS
A copy of American Ecology Corporation Financial Reports, filed with the
Securities and Exchange Commission, may be obtained by writing to:
805 W. Idaho, Suite 200
Boise, Idaho 83702
or at www.americanecology.com
TRANSFER AGENT
Mellon Investor Services LLC
Overpeck Centre
85 Challenger Road
Ridgefield Park, New Jersey 07660
(201) 296-4000 www.mellon-investor.com
AUDITOR
Balukoff, Lindstrom & Co., P.A.
877 West Main Street, Suite 805
Boise, Idaho 83702
208-344-7150
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMERICAN ECOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
($ IN 000'S EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
June 30, December 31,
2001 2000
----------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 773 $ 4,122
Receivables (trade and other), net of allowance for
Doubtful accounts of $843 and $839 respectively 10,372 9,839
Income tax receivable 740 740
Prepayments and other 2,565 1,316
----------- -----------
Total current assets 14,450 16,017
Cash and investment securities, pledged 242 235
Property and equipment, net 30,491 18,488
Facility development projects 27,430 27,430
Intangible assets relating to acquired businesses, net 354 366
Other assets 8,293 3,214
----------- -----------
Total assets $ 81,260 $ 65,750
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 947 $ 1,094
Accounts payable 2,988 2,680
Accrued liabilities 6,699 9,149
Current portion of accrued closure and post closure obligations 700 700
Income taxes payable 272 115
----------- -----------
Total current liabilities 11,606 13,738
Long term debt, excluding current portion
16,606 10,775
Closure and post closure obligation, excluding current portion 25,414 15,253
----------- -----------
Total liabilities 53,626 39,766
Commitments and Contingencies
Shareholders' equity:
Convertible preferred stock, $.01 par value,
1,000,000 shares authorized, none issued -- --
Series D cumulative convertible preferred stock, $.01 par value, 100,001
authorized and issued, 5,263 shares converted and retired 1 1
Series E redeemable convertible preferred stock, $10.0 par value, 300,000
authorized and issued, 300,000 shares converted and retired -- --
Common stock, $.01 par value, 50,000,000 authorized, 13,720,736
and 13,704,050 shares issued and outstanding respectively 139 137
Additional paid-in capital 54,647 54,610
Retained earnings (deficit) (27,153) (28,764)
----------- -----------
Total shareholders' equity 27,634 25,984
----------- -----------
Total Liabilities and Shareholders' Equity $ 81,260 $ 65,750
=========== ===========
</Table>
The accompanying notes are an integral part of these financial statements
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AMERICAN ECOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
($ IN 000'S EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
---------------------------- ----------------------------
Revenue $ 13,731 $ 10,485 $ 26,597 $ 19,804
Direct operating costs 8,341 5,898 15,074 10,773
------------ ------------ ------------ ------------
Gross profit 5,390 4,587 11,523 9,031
Selling, general and administrative expenses 5,568 4,128 10,371 7,444
------------ ------------ ------------ ------------
Income (loss) from operations (178) 459 1,152 1,587
Investment income 34 125 208 237
Gain on sale of assets 66 -- 112 1
Interest Expense (346) (60) (604) (108)
Other income 788 199 1,024 489
------------ ------------ ------------ ------------
Net income before income taxes 364 723 1,892 2,206
Income tax expense (benefit) 38 (41) 84 61
------------ ------------ ------------ ------------
Net income 326 764 1,808 2,145
Preferred stock dividends 99 99 196 199
------------ ------------ ------------ ------------
Net income available to common shareholders $ 227 $ 665 $ 1,612 $ 1,946
============ ============ ============ ============
Basic earnings per share $ .02 $ .05 $ .12 $ .14
------------ ------------ ------------ ------------
Diluted earnings per share $ .01 $ .04 $ .09 $ .12
------------ ------------ ------------ ------------
Dividends paid per common share $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
</Table>
See notes to consolidated financial statements.
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AMERICAN ECOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
($ in 000's)
<Table>
<Caption>
Six Months Ended June 30,
2001 2000
----------- -----------
Cash flows from operating activities:
Net income $ 1,808 $ 2,145
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 2,659 1,195
Deferred income tax provision 157 (47)
(Gain) on sale of assets 112
Stock compensation 12
Changes in assets and liabilities:
Receivables (534) 89
Investment securities classified as trading (7) (5)
Other assets (6,395) (78)
Accounts payable and accrued liabilities 2,142 (151)
Facility closure and post closure obligations 105 (411)
----------- -----------
Total adjustments (6,045) 604
Net cash provided by (used in) operating activities (4,237) 2,749
Cash flows from investing activities:
Capital expenditures (3,204) (4,322)
Facility development costs, including capitalized interest -- --
Proceeds from sales of property and equipment -- --
----------- -----------
Net cash used in investing activities
(3,204) (4,322)
Cash flows from financing activities:
Proceeds from issuance of indebtedness 4,200 --
Stock options exercised
39 --
Repayments of indebtedness
(147) (544)
----------- -----------
Net cash provided by (used in) financing activities 4, 092 (544)
Increase (decrease) in cash and cash equivalents (3,349) (2,117)
Cash and cash equivalents at beginning of period
4,122 4,771
----------- -----------
Cash and cash equivalents at end of period $ 773 $ 2,654
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest paid $ 604 $ 108
Income taxes 160 72
Acquisition of Equipment with Capital Leases 850 1,623
</Table>
See notes to consolidated financial statements.
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AMERICAN ECOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
($ in 000's)
<Table>
<Caption>
ADDITIONAL RETAINED
PREFERRED STOCK COMMON STOCK PAID-IN CAPITAL EARNINGS (DEFICIT)
---------------- ---------------- ---------------- ------------------
Balance, December 31, 2000 $ 1 $ 137 $ 54,610 $ (28,764)
Net Income -- -- -- 1,482
Common Stock Issuance -- 2 32 0
Dividends for preferred stock -- -- -- (97)
---------------- ---------------- ---------------- ----------------
Balance March 31, 2001 1 139 54,642 (27,379)
Net Income -- -- -- 326
Common Stock Issuance -- -- 5 --
Dividends for preferred stock -- -- -- (99)
Other Adjustment -- -- -- (1)
---------------- ---------------- ---------------- ----------------
Balance June 30, 2001 $ 1 $ 139 $ 54,647 $ (27,153)
================ ================ ================ ================
</Table>
The accompanying notes are an integral part of these financial statements
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AMERICAN ECOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION.
Pursuant to the rules and regulations of the Securities and Exchange Commission,
the Company has prepared the accompanying unaudited financial statements.
Certain information and footnote disclosures have been condensed or omitted
consistent with Generally Accepted Accounting Principles ("GAAP"). In the
opinion of management, all adjustments and disclosures necessary for a fair
presentation of these financial statements have been included. These financial
statements and notes should be read in conjunction with the financial statements
and notes included in the Company's 2000 Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the Securities and Exchange Commission.
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant inter-company transactions and
balances have been eliminated in consolidation.
NOTE 2. OTHER ASSETS.
Other assets totaled $8,293,000 and $3,214,000 at June 30, 2001 and 2000. The
other asset category includes the following accounts (in thousands):
<Table>
<Caption>
June 30, 2001 December 31, 2000
---------------- -----------------
Long Term Notes Receivable $ 148 $ 68
Security Deposits 44 34
Thermal Desorbtion 107 31
Permits 7,958 3,008
Other Assets Deferred 36 73
---------------- ----------------
Total Other Assets $ 8,293 $ 3,214
================ ================
</Table>
NOTE 3. LONG-TERM DEBT.
Long-term debt at June 30, 2001 and December 31, 2000 consisted of the following
(in thousands):
<Table>
<Caption>
June 30, 2001 December 31, 2000
---------------- -----------------
Notes payable $ 2,412 $ 792
Line of Credit 4,200 4,093
Industrial Revenue Bond 8,500 --
Capital lease obligations and other 2,441 6,984
---------------- ----------------
17,553 11,869
Less: Current maturities (947) (1,094)
---------------- ----------------
Long term debt $ 16,606 $ 10,775
================ ================
</Table>
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Aggregate maturity of future minimum payments under long term debt and capital
leases is as follows (in thousands):
<Table>
<Caption>
June 30, 2001 December 31, 2000
---------------- -----------------
2001 $ 757 $ 1,094
2002 14,094 8,586
2003 2,045 805
2004 496 621
2005 74 19
2006 88 --
---------------- ----------------
TOTAL $ 17,553 $ 11,869
================ ================
</Table>
The Company has several long-term capital leases. The carrying amount of these
leases is approximately $4.8 million that includes terms under both notes
payable and capital leases. These leases are for assets acquired at Oak Ridge,
Tennessee that bear a 10% interest rate, at Beatty, Nevada that bear interest
between 5.8% and 8.9%, Richland, Washington with interest rates of 5.25% through
6.14% and at Robstown, Texas with interest rates between 6% and 14% interest
expiring over the next 5 years.
On August 17, 2000, the Company entered into a 2-year Credit Agreement with a
local bank that provides a revolving line of credit. The line of credit is
secured by the Company's accounts receivable. On February 1, 2001, the Credit
Agreement was amended to increase the line of credit to $8.0 million, change
certain financial covenants to reflect the acquisition of Envirosafe Services of
Idaho, Inc. (now US Ecology Idaho, Inc.), and modify the pricing. Under the
terms of the Credit Agreement, as amended, borrowing under the line of credit
cannot exceed 80% of eligible accounts receivable or $8.0 million, whichever is
less. After September 30, 2001 interest on borrowings is based on a 'pricing
grid,' whereby the interest rate decreases or increases based on the Company's
ratio of funded debt to earnings before interest, taxes, depreciation and
amortization ("EBITDA"). The Company can elect to borrow utilizing the Prime
Rate or the offshore London Inter-Bank Offering Rate ("LIBOR") plus an
applicable spread. Through September 30, 2001, borrowings are Prime plus 0.75%
or LIBOR plus 3.25%, at the election of the Company, subject to certain
conditions. The Credit Agreement contains certain financial covenants that the
Company must adhere to quarterly, including a maximum leverage ratio, a minimum
current ratio, and a debt service coverage ratio. At June 30, and August 13,
2001, the Company was in compliance with all applicable financial covenants. The
Credit Agreement matures on August 30, 2002, and the Company is currently
negotiating the extension of the maturity date and other conditions. There can
be no assurance that the Company will be successful in its negotiations with its
Bank. If the Company is unsuccessful in its negotiations with its Bank and it is
unable to extend the maturity of the credit facility past August 3, 2002, it
will be forced, under GAAP, to reclassify line of credit borrowings as short
term. Reclassifying the line of credit borrowings short term would have a
material, adverse affect on the Company's working capital position and possibly
trigger the Bank liquidity covenants.
At June 30, 2001, the outstanding balance on the revolving line of credit was
$4,200,000. The Company is required to reserve a $1,150,000 standby letter of
credit under the line of credit. At June 30, 2001 the Company had $685,000 of
availability under the line of credit. By August 13, 2001 the Company's
availability to borrow had increased to $2,000,000. During the second quarter of
2001, the interest rate on borrowings ranged from 7.18% to 8.31%. The Company
has continued to borrow and repay according to business demands and availability
of cash. The Company anticipates that borrowings will continue to fluctuate, and
additional borrowing capacity will be required in the future to accommodate
planned expansion and growth. There can be no assurance that the Company can
raise additional financing beyond the $8.0 million line of credit.
The Company has an $8.5 million Industrial Revenue Bond ("IRB") associated with
the Grand View, Idaho facility. The proceeds from the IRB were used to make
capital additions and improvements to the Grand View facility. The IRB bears
interest of 8.25%. The Bond Agreement matures in November, 2002, and the Company
is currently negotiating the extension of the maturity date and other
conditions. There can be no assurance that the Company will be successful in its
negotiations with the Bondholders. If the Company is unsuccessful in its
negotiations with
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the Bondholders and it is unable to extend the maturity of the Bonds at least to
2003, it will be forced, under GAAP, to reclassify the IRB as short term.
Reclassifying the IRB as short term would have a material, adverse affect on the
Company's working capital position and possibly trigger the Bank liquidity
covenants.
On April 4, 2001, the Company entered into a $1,113,930 long-term financing
agreement with AFCO Finance to finance 2001-2002 insurance premiums. The loan
bears an annual interest rate of 5.59%, with final payment due February 2002.
The Company has consistently financed its insurance premiums through AFCO
Finance in the ordinary course of business.
The Company has several other long-term obligations that mature at different
times. These obligations include accrued dividend payable on Series D Preferred
Stock totaling $992,000, reserve for special waste at the Oak Ridge, Tennessee
facility for $250,000, and a long-term payable to Boston Edison for $270,000,
lease payments of $1,623,000, and an industrial revenue bond for the Idaho
facility for $8,500,000 all totaling $11,635,000.
NOTE 4. EARNINGS PER SHARE.
Basic earnings per share are computed based on net income and the weighted
average number of common shares outstanding. Diluted earnings per share reflect
the assumed issuance of common shares under long-term incentive, stock option
and stock purchase plans pursuant to the terms of the 1992 Stock Option Plans.
The computation of diluted earnings per share does not assume conversion or
exercise of securities that would have an antidilutive effect on earnings per
share. The following table shows the weighted average number of common shares
outstanding and dilutive potential effect of options, warrants, and convertible
preferred shares outstanding:
<Table>
<Caption>
(in thousands except per share) Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
---------- ---------- ---------- ----------
BASIC
Net Income 227 665 1,612 1,946
Weighted average common shares 13,749 13,708 13,749 13,708
Net income per share, basic $ .02 $ .05 $ .12 $ .14
---------- ---------- ---------- ----------
DILUTED
Weighted average of common shares 13,749 13,708 13,749 13,708
Dilutive effect of common stock options and warrants 3,696 2,629 3,696 2,629
---------- ---------- ---------- ----------
Total weighted average common and dilutive shares
outstanding 17,445 16,337 17,445 16,337
Net income per share, diluted $ .01 $ .04 $ .09 $ .12
---------- ---------- ---------- ----------
</Table>
NOTE 5. FACILITY DEVELOPMENT PROJECTS.
The Company has been licensed to construct and operate the low-level radioactive
waste ("LLRW") facility for the Southwestern Compact ("Ward Valley facility"),
and has been selected to obtain a license to develop and operate the Central
Interstate Compact LLRW facility ("Butte facility").
The State of California, where the Ward Valley Site is located, has not obtained
the project property from the U.S. Department of the Interior. For the Company
to realize its investment, the federal government must transfer the land to the
State of California, or the Company must recover monetary damages from the State
of California.
In 1997, the Company filed two lawsuits against the United States. In the first
case, US Ecology sued to recover approximately $73.1 million in site development
costs as well as lost profits and lost opportunity costs. US Ecology lost this
case at the trial and appeals court levels and elected not to petition the
Supreme Court on the advice of
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counsel. In the second federal case US Ecology sought an order to compel the
transfer of the Ward Valley site. Both the trial and appeals court ruled against
US Ecology and such rulings are now final.
The Company also filed a lawsuit against the State of California in Superior
Court for the County of San Diego in May 2000 seeking to compel California to
acquire the property to build the Ward Valley project and pay monetary damages
in excess of $162 million. In October 2000, the California trial court granted
the state's motion to dismiss the case on demurrer, which the Company appealed.
The appeal is scheduled to be heard by the California Court of Appeal for the
4th District on August 13, 2001.
All costs through July 31, 1999 for development of the Ward Valley facility were
capitalized, and since then have been expensed as incurred. As of June 30, 2001,
the Company had deferred $20,952,000 (26% of total assets) of pre-operational
facility development costs, of which $895,000 represents capitalized interest.
If the facility were to become operational, these costs would be recovered
during the facility's first 20 years of operation from disposal fees approved by
the California Department of Health Services (DHS).
Beginning in 2000, the Company is no longer required to pay the $250,000 annual
license fee to the Department of Health Services pending further notice by the
state. While the Company's 1993 license to construct and operate the Ward Valley
facility remains valid, there can be no assurance that the Company will prevail
in Court, that California will complete the land transfer, that all of these
costs will be approved by the DHS, or that the facility will ever be
constructed.
The Company has incurred reimbursable costs and receives revenues for the
development of the Butte, Nebraska facility under a contract with the Central
Interstate LLRW Compact Commission ("CIC"). While US Ecology has a minor equity
position in the Butte, Nebraska project, it has acted principally as a
contractor to the Central Interstate Low-Level Radioactive Waste Commission.
Major generators of waste within the CIC's five-state region have provided
substantially all funding to develop the Butte facility. As of June 30, 2001,
the Company has contributed and capitalized approximately $6,478,000 of costs
(7.7% of total assets), $386,000 of which is capitalized interest, toward
development of the Butte facility.
In December 1998, the State of Nebraska denied US Ecology's license application
to build and operate the facility. The CIC directed US Ecology to petition for a
contested case challenging the State's denial, which US Ecology filed for in
January 1999.
The Major Generators funding the development project filed suit in the Federal
District Court for Nebraska on December 30, 1998, seeking to recover certain
costs expended on the Nebraska licensing process and prevent the State of
Nebraska from proceeding with the contested case. US Ecology intervened as a
plaintiff and is seeking relief. The contested case is stayed by a preliminary
injunction issued by the presiding federal judge. The court has issued a
scheduling order setting trial for June 2002. Discovery in the case is underway.
The timing and outcome of the above matters are unknown. The Company continues
to pursue completion of the California project or recovery of money damages from
California in state court, and will continue its participation in litigation to
protect its interest in the proposed Butte, Nebraska facility. The Company
believes that the deferred site development costs for both facilities will be
realized. In the event operations of either facility do not commence, or the
Company is unable to recoup its investments through legal recourse, it may have
an adverse effect on the Company's financial position.
The following table shows the ending capitalized balances for facility
development costs for the periods ended June 30, 2001 and December 31, 2000 (in
thousands):
<Table>
<Caption>
Capitalized Costs Capitalized Interest Total
-------------------- -------------------- --------------------
Ward Valley, CA Project $ 20,057 $ 895 $ 20,952
Butte, Nebraska Project 6,092 386 6,478
-------------------- -------------------- --------------------
Total $ 26,149 $ 1,281 $ 27,430
==================== ==================== ====================
</Table>
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NOTE 6. INCOME TAXES.
The Company had an effective federal tax rate of 0% on June 30, 2001 and
December 31, 2000 respectively. The Company has established a valuation
allowance for certain deferred tax assets due to realization uncertainties
inherent with the long-term nature of facility closure and post closure costs,
uncertainties regarding future operating results, and limitations on utilization
of acquired net operating loss carryforwards for tax purposes. The realization
of a significant portion of net deferred tax assets is based in part on the
Company's estimates of the timing of reversals of certain temporary differences
and on the generation of taxable income before such reversals. The net operating
loss carryforward of approximately $34,097,000 at June 30, 2001, begins to
expire in the year 2006. Of this carryforward, $2,745,000 is limited pursuant to
the net operating loss limitation rules of Internal Revenue Code Section 382.
The portion of the carryforward limited under Internal Revenue Code Section 382
expires $793,000 in 2006, $1,079,000 in 2007, and $872,000 in 2008. The
remaining unrestricted net operating loss carryforward expires in the amount of
$4,280,000 in 2010, $8,657,000 in 2011, $7,828,000 in 2012, $6,927,000 in 2018,
$3,574,000 in 2019, and $454,000 in 2020. The amount of the Company's net
operating loss carryforwards could be reduced if the Company is ultimately
unsuccessful in pursuing a pending refund claim.
The Company filed an amended federal income tax refund claim in 1996 for
approximately $740,000. On September 29, 1999, the Internal Revenue Service
("IRS") proposed to deny this claim, sought to recover portions of tentative
refunds previously received by the Company and proposed to reduce the Company's
net operating loss carryforwards. On November 29, 1999, the Company protested
this denial which is currently pending with the IRS. The Company has tentatively
settled this claim on a basis that allows a partial refund, retention of a
portion of the tentative refunds already received and a retention of the net
operating loss carryforwards. This settlement may require the approval of the
Congressional Joint Committee on Taxation.
NOTE 7. ENVIRONMENTAL LIABILITIES.
Environmental Matters
The Company maintains reserves and insurance policies for costs associated with
future closure and post closure obligations for both current and formerly
operated disposal facilities based on professional engineering studies and
analysis of regulatory requirements performed at least annually. Costs accounted
for may include final disposal unit capping, gas emission control, subsurface
soil and groundwater monitoring and/or remediation, and other monitoring or
routine maintenance costs required after a disposal site stops accepting waste.
The total estimated final closure and post closure cost must be fully accrued
for each landfill at the time a site stops accepting waste. The Company believes
its reserves for this purpose are adequate.
The Company estimates that the aggregate final closure and post closure costs
for all insured facilities owned or operated was approximately $26,113,000 as of
June 30, 2001. The Company has a two and a half year prepaid insurance policy
remaining for these facilities, and has also set aside investment securities to
pay certain deductible limits.
Management believes that disposition of these environmental matters in the
ordinary course of business will not have a material, adverse effect on the
financial condition of the Company. Operation of disposal facilities creates
operational, monitoring, site maintenance, closure and post closure obligations
that could result in unforeseen costs for monitoring and corrective action. The
Company cannot predict the likelihood or effect of such costs, regulations,
statutes, or other future events affecting its facilities.
Financial Assurance and Site Maintenance
When disposal facilities reach capacity or upon lease or license termination,
they must be closed and then maintained for a prescribed period. In the case of
hazardous waste facilities, federal regulation requires that operators
demonstrate financial capability to close on an immediate, unscheduled
(worst-case) basis. The estimated costs of such a closure are set forth in the
operator's closure/post closure plan required by the Resource Conservation and
Recovery Act.
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The Company has provided letters of credit, trust funds and certificates of
insurance, as financial assurance to meet closure and post closure obligations
at its hazardous waste facilities. Cash and investment securities totaling
$242,000 at June 30, 2001 and $235,000 at December 31, 2000 have been pledged as
collateral for these obligations. Management believes that $242,000 is an
adequate reserve combined with the letters of credit, certificates of insurance,
and corporate guarantees maintained as financial assurance.
When the Company acquired the Grand View, Idaho facility, there was a $15
million surety bond held by the State of Idaho, secured by $2.5 million in cash
collateral, for closure and post closure obligations. The Company has since
replaced the surety bond with an insurance policy, which was accepted by the
regulatory agencies and is consistent, in form and substance, with closure and
post closure insurance policies the Company maintains for its other facilities.
Replacement of this bond by insurance freed up the $2.5 million cash collateral
plus $147 thousand in interest.
NOTE 8. OPERATING SEGMENTS.
The Company operates two primary business segments, Chemical Services and LLRW
Services. The Chemical Services division provides toxic substance, hazardous,
non-hazardous and municipal waste management services. The LLRW Services
division processes, packages, and disposes of material contaminated with low
levels of radioactivity. The Company evaluates the performance of its operating
segments based on gross profit, selling, general and administrative expense,
interest expense and income, corporate allocation, and after an apportioned
income tax. Segment data includes inter-company transactions at cost, and
allocation for certain corporate costs. The Company's reportable segments select
financial information is shown in the following table. The "Corporate & Other"
column includes corporate-related items not allocated to the reportable
segments.
<Table>
<Caption>
Chemical LLRW Corporate
Services Services & Other Total
----------- ----------- ----------- -----------
Three Months Ending June 30, 2001
Revenue $ 9,387 $ 4,489 $ (145) $ 13,731
Direct Cost 5,170 3,254 (83) 8,341
----------- ----------- ----------- -----------
Gross Profit $ 4,217 $ 1,235 $ (62) $ 5,390
SG&A 2,378 1,781 1,409 5,568
----------- ----------- ----------- -----------
Income (loss) from operations 1,839 (546) (1,471) (178)
Investment Income 9 -- 25 34
Gain on sale of assets 52 14 -- 66
Interest expense (311) (29) (6) (346)
Other income 913 735 (860) 788
----------- ----------- ----------- -----------
Income before taxes 2,502 174 (2,312) 364
Income taxes -- -- 38 38
----------- ----------- ----------- -----------
Net income $ 2,502 $ 174 $ (2,350) $ 326
Total assets 36,478 (1,035) 81,260 45,817
Six Months Ending June 30, 2001
Revenue $ 17,800 $ 9,071 $ (274) $ 26,597
Direct Cost 9,267 5,947 (140) 15,074
----------- ----------- ----------- -----------
Gross Profit $ 8,533 $ 3,124 $ (134) $ 11,523
SG&A 4,243 3,346 2,692 10,371
----------- ----------- ----------- -----------
Income (loss) from operations 4,290 (312) (2,693) 1,152
Investment Income 167 1 40 208
Gain on sale of assets 85 27 -- 112
Interest expense (515) (58) (31) (604)
Other income 255 108 661 1,024
----------- ----------- ----------- -----------
Income before taxes 4,282 (234) (2,156) 1,892
Income taxes
-- -- 84 84
----------- ----------- ----------- -----------
Net Income $ 4,282 $ (234) $ (2,240) $ 1,808
Total Assets 45,817 36,478 (1,035) 81,260
</Table>
13
14
<Table>
<Caption>
Chemical LLRW Corporate
Services Services & Other Total
-------------- -------------- -------------- --------------
Three Months Ending June 30, 2000
Revenue $ 5,481 $ 5,137 $ (133) $ 10,485
Direct Cost 3,211 2,711 (24) 5,898
-------------- -------------- -------------- --------------
Gross Profit $ 2,270 $ 2,426 $ (109) $ 4,587
SG&A 889 1,686 1,553 4,128
-------------- -------------- -------------- --------------
Interest expense (135) -- (3) (138)
Corporate Allocation 204 585 (915) (126)
Income Taxes -- -- (41) (41)
-------------- -------------- -------------- --------------
Net Income $ 1,312 $ 155 $ (703) $ 764
Six Months Ending June 30, 2000
Revenue $ 9,205 $ 10,905 $ (306) $ 19,804
Direct Cost 5,431 5,488 (146) 10,773
-------------- -------------- -------------- --------------
Gross Profit $ 3,774 $ 5,417 $ (160) $ 9,031
SG&A 1,623 3,801 2,020 7,444
-------------- -------------- -------------- --------------
Interest expense (160) -- (119) (279)
Corporate Allocation 737 1,162 (2,239) (340)
Income Taxes -- -- 61 61
-------------- -------------- -------------- --------------
Net Income $ 1,574 $ 454 $ (117) $ 2,145
Total assets 21,332 37,454 678 59,464
</Table>
NOTE 9. CASH AND INVESTMENT SECURITIES.
The Company maintains several bank accounts with various investments including
commercial paper, certificates of deposit and money market accounts totaling
$242,000 at June 30, 2001. These monies are pledged towards the owned facilities
closure and post closure obligations.
NOTE 10. COMMITMENTS AND CONTINGENCIES.
The Company becomes involved in judicial and administrative proceedings
involving federal, state, and local governmental authorities in the ordinary
course of business. Actions may also be brought by individuals or groups of
individuals in connection with the permitting of planned facilities, alleged
violations of existing permits, or alleged damages suffered from exposure to
hazardous substances purportedly released from Company operated sites, and other
litigation. The Company maintains insurance intended to cover property and
damage claims asserted as a result of operations.
Insurance:
The Company carries a broad range of insurance coverage, which management
considers prudent to protect the Company's assets and operations. Some of this
insurance coverage is subject to a varying degree of risk retention by the
Company.
Casualty coverage currently includes $1,000,000 primary commercial general
liability with a $2,000,000 aggregate and $1,000,000 primary automobile
liability. The Company maintains workers' compensation insurance in accordance
with laws of the various states in which it is an employer. This coverage is
supported by $35,000,000 in umbrella insurance protection. A property policy
provides insurance coverage for real and personal property. The Company also
maintains an environmental impairment liability ("EIL") insurance policy for
certain of its non-radioactive disposal facilities, transfer stations, and
processing facilities. This provides coverage for property damage and/or bodily
injury to third parties caused by potential off-site pollution emanating from
such disposal facilities, transfer stations, or processing facilities. This
policy provides $20,000,000 of coverage per loss with a $20,000,000 aggregate
limit.
Professional environmental consultants liability insurance is carried to cover
damages the Company is legally obligated to pay because of an act, error or
omission in professional services, or a loss resulting in environmental
14
15
impairment away from an owned site. This policy is subject to a $10,000,000 per
occurrence limit with a $10,000,000 aggregate limit.
Nuclear liability insurance is carried to cover bodily injury and property
damage claims to third parties caused by the nuclear energy related hazards for
which the Company is legally obligated. Certain of the Company's waste disposal
and processing facilities are covered for closure and post closure costs through
a direct risk transfer insurance policy. Other sites are covered through funds
required by various states. Periodically management reviews and may establish
reserves for legal and administrative matters, or fees expected to be incurred
in connection with such matters. At this time, management believes that its
reserves and insurance are adequate.
There have been no significant changes in commitments and contingencies other
than that included in Part II, Item I. of this report, Legal Proceedings.
NOTE 11. PREFERRED STOCK.
In November 1996, the Company issued 300,000 shares of Series E Redeemable
Convertible Preferred Stock ("Series E") in a private offering to four of its
directors for $3,000,000 in cash. The Series E stock is now retired but carries
3,000,000 warrants with no assigned value and a $1.50 per share exercise price,
which expire June 2008.
In September 1995, the Board of Directors authorized 105,264 shares of preferred
stock designated as 8 3/8% Series D Cumulative Convertible Preferred Stock
("Series D") and warrants to purchase 1,052,640 shares of the Company's common
stock. The Company sold 105,264 shares of Series D stock with warrants in a
private offering to a group of members or past members of the Board of Directors
for $4,759,000. Offering expenses of $101,000 and $140,000 in settlement of
liabilities were deducted from the proceeds. At June 30, 2001, each Series D
share is convertible at any time at the option of the holder into 15.04 shares
of the Company's common stock, equivalent to a conversion price of $5.50 on the
$47.50 total per share offering price plus accrued dividends times 1.44 due to
dilution by later securities issuance.
Dividends on the Series D are cumulative from the date of issuance and payable
quarterly commencing on October 15, 1995. Current bank credit facility covenants
prohibit the payment of dividends. One holder of Series D stock has claimed the
subordination provision in the Series D designation certificate, it does not
apply to the current bank credit facility and thus has asserted that quarterly
dividends must be paid. The Company believes that this is not the case but is
discussing the matter with the Series D holders. Accrued dividends at June 30,
2001 totaled $993,000.
On September 12, 1999, the warrants with the Series D expired except for those
belonging to one Series D holder. The Company extended an offer to all Series D
holders that if they converted their Series D to common stock, the warrants
would be extended until September 13, 2002. One holder converted 5,263.2 Series
D shares for 69,264 common shares and extended 64,211 warrants. Each warrant has
an exercise price of $4.75. No value was assigned to the warrants in the
accompanying consolidated financial statements as the value is deemed de
minimus. The remaining Series D preferred stock outstanding is 100,001 shares.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion and analysis contains trend information and other
forward-looking statements that involve a number of risks and uncertainties.
Actual results could differ materially from the Company's historical results of
operations and those discussed in these forward-looking comments. Factors that
could cause actual results to differ materially include, but are not limited to,
those identified in Notes 5, 6, 7, and 10 to the Consolidated Financial
Statements herein, Part II, Item 1, Legal Proceedings and the discussion below.
Certain factors that may influence actual operations in the future are discussed
in the Company's Form 10-K for the year ended December 31, 2000 in Part I, Item
1. Business. When the Company uses words like "may," "believes," "expects,"
"anticipates," "should," "estimate," "project," "plan," their opposites and
similar expressions, the Company is making forward-looking statements. These
expressions are most often used in statements relating to business plans,
strategies, anticipated benefits or projections about the anticipated revenues,
earnings or other aspects of our operating results. We make these statements in
an effort to keep stockholders and the public informed about our business, and
have based them on our current expectations about future events. Such statements
should be viewed with caution. These statements
15
16
are not guarantees of future performance or events. As noted elsewhere in this
report, all phases of our business are subject to uncertainties, risks and other
influences, many of which the Company has no control over. Additionally, any of
these factors, either alone or taken together, could have a material adverse
effect on the Company and could change whether any forward-looking statement
ultimately turns out to be true. The Company undertakes no obligation to
publicly release updates or revisions to these statements.
INTRODUCTION
Incorporated in 1952, American Ecology Corporation and its predecessors have
operated commercial low-level radioactive and chemical waste disposal and
treatment facilities nationwide longer than any other company in the nation. The
Company mainly derives its revenues from fees charged for processing and
disposal of hazardous, non-hazardous, naturally occurring and low-level
radioactive waste. Revenues are also derived from rebuilding electric motors and
other large components from nuclear power plants, brokering wastes to other
service providers, and environmental remediation work.
Disposal fees assessed to customers of the Company's operating facilities may
include state and local fees, and are generally based on the volume or weight of
waste deposited. The Company may assess fees and incur costs to process waste
(e.g. compaction or decontamination), stabilize waste (e.g. mixing with
concrete), or transport waste. Some of these costs create inter-company charges
and revenue, all of which have been eliminated in the consolidated financial
statements.
Operating expenses include direct and indirect costs for labor, maintenance and
repairs, subcontracted costs and equipment, insurance, taxes and accruals for
burial fees and other costs. The Company has properly accounted for fees
assessed by regulatory authorities for the issuance of permits and licenses.
Selling, general & administrative costs include management salaries, sales and
marketing efforts, clerical and administrative costs, legal fees, office
rentals, corporate insurance, and other administrative costs for general
corporate overhead.
Revenue for the six months ended June 30, 2001, was $26,597,000 or 34% higher
than the same period in 2000. This growth in revenue was primarily the result of
the Company acquiring Envirosafe Services of Idaho, Inc., (subsequently renamed
US Ecology Idaho, Inc., or "USEI") on February 1, 2001. This increase in revenue
resulted in a parallel increase of 39% in both direct costs and selling, general
and administrative costs over the same period a year ago. USEI is a part of the
Chemical Services segment, which had a 71 and 93 percent growth in revenue for
the three, and six month periods ended June 30, 2001, respectively. The LLRW
division experienced operational difficulties at the Oak Ridge facility and
revenues declined 13 and 17 percent for the same periods, respectively. Overall,
the Company continues with an increased operating performance and a positive
working capital of $2.8 million.
The calculations to report activities for both the three and six months ended
June 30, 2001 are exclusive of intercompany transactions and corporate
eliminating entries.
16
17
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
The following table presents, for the periods indicated, the percentage of
operating line items in the consolidated income statement to operating revenues:
<Table>
<Caption>
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
June 30, 2001 June 30, 2001 June 30, 2000 June 30, 2000
--------------------- --------------------- -------------------- ---------------------
$ % $ % $ % $ %
-------- -------- -------- -------- -------- -------- -------- --------
Revenue 13,731 26,597 10,485 19,804
Direct Operating Costs 8,341 60.7% 15,074 56.7% 5,898 56.3% 10,773 54.4%
-------- -------- -------- --------
Gross Profits 5,390 39.3% 11,523 43.3% 4,587 43.7% 9,031 45.6%
SG & A 5,568 40.6% 10,371 39.0% 4,128 39.4% 7,444 37.6%
-------- -------- -------- --------
Income from Operations (178) -1.3% 1,152 4.3% 459 4.4% 1,587 8.0%
Investment Income 34 0.2% 208 0.8% 125 1.2% 237 1.2%
Gain on sale of assets 66 0.5% 112 0.4% -- 0.0% 1 0.0%
Interest Expense (346) -2.5% (604) -2.3% (60) -0.6% (108) -.05%
Other (income) Expense 788 5.7% 1,024 3.9% 199 1.9% 489 2.5%
-------- -------- -------- --------
Net Income Before income
Taxes 364 2.7% 1,892 7.1% 723 6.9% 2,206 11.1%
Income tax expense (benefit) 38 0.3% 84 0.3% (41) -0.4% 61 0.3%
-------- -------- -------- --------
Net Income 326 2.4% 1,808 6.8% 764 7.3% 2,145 10.8%
Preferred Stock Dividends 99 0.7% 196 0.7% 99 0.9% 199 1.0%
-------- -------- -------- --------
Net Income (loss) available
to common Shareholders 227 1.7% 1,612 6.1% 665 6.3% 1,946 9.8%
======== ======== ======== ========
</Table>
17
18
CONDENSED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDING
<Table>
<Caption>
Reported in $000 June 30, 2001 June 30, 2000
Chemical LLRW Chemical LLRW
----------- ----------- ----------- -----------
Revenue $ 17,800 $ 9,071 $ 9,205 $ 10,905
Direct Operating costs 9,267 5,947 5,431 5,488
Gross Profit 8,533 3,124 3,774 5,417
SG & A 4,243 3,436 1,623 3,801
----------- ----------- ----------- -----------
Income (loss) from
operations 4,290 (312) 2,151 1,616
Other income (expense) (1,577) (1,184) (576) (1,162)
----------- ----------- ----------- -----------
Net Income (loss) $ 2,713 $ (1496) $ 1,575 $ 454
----------- ----------- ----------- -----------
</Table>
REVENUE
<Table>
<Caption>
Period to Period Change Period to Period Change
For the Three Months Ended For the Six Months Ended
June 30, 2001 and 2000 June 30, 2001 and 2000
-------------------------------- --------------------------------
$ % $ %
-------------- -------------- -------------- --------------
Statement of Operations Revenue
Chemical Division 3,906 71 8,595 93
LLRW Division (648) (13) (1,834) (17)
Corporate & Other 262 -- 306 --
</Table>
For the three and six months ended June 30, 2001, the Company reported revenue
of $13,731,000 and $26,597,000, respectively, or a 31% and 34% increase compared
to corresponding periods in the prior year. For the three months ended June 30,
2001, Chemical Division revenue increased $3,906,000 or 71% over the same period
last year. This was primarily due to the acquisition of Envirosafe Services of
Idaho (subsequently renamed US Ecology Idaho, Inc., or "USEI") in February 2001.
USEI waste volume in the second quarter was driven by continued shipments from a
steel mill and federal customers. The LLRW division revenue declined by $648,000
or 13% in the second quarters, principally due to the Oak Ridge facility's focus
on the elimination of aged waste. During the second quarter Oak Ridge notified
customers to delay shipments of revenue generating material so that facility
operations could clear the site of aged waste. This deferral of revenue
generating material caused a significant decrease in revenue recognized in the
quarter.
For the six months ended June 30, 2001 revenue for the Chemical Division
increased $8,595,000 or 93% and for the LLRW Division decreased $1,834,000 or
17% compared to the same period one year ago. Again, the increased revenue in
the Chemical division was principally driven by the strong performance of the
newly acquired Idaho facility. However, all of the Company's chemical operations
performed well during the first half of the year. In particular, El Centro, the
Company's municipal solid waste landfill in Robstown, Texas, posted a strong
first half, as did the Texas hazardous waste facility. The Company's hazardous
waste facility in Beatty saw a strong second quarter and first half principally
due the thermal treatment and recovery technology that was introduced at the
site last year. Demand for the thermal treatment and recovery process is high
and the site has a several month backlog of material to process.
As a part of the USEI acquisition the Company acquired an operation in Sterling,
Illinois for the treatment and disposal of an individual steel mill's air
pollution control system dust, known as K061. In December 2000 the steel mill,
Northwestern Steel & Wire, filed for protection from creditors under Chapter 11
of the federal bankruptcy
18
19
code. In May 2001, the steel mill ceased operations and laid-off most of its
workforce. In response to the cessation of mill operations, USEI negotiated a
set of final payments with the mill and the bankruptcy trustee, whereby the
Company processed material through June with a defined payment schedule and then
beginning July 1, at reduced rates. The Company has reduced headcount and cost
at its Sterling operation to compensate for the lower waste volumes and lower
processing and disposal rates. The Company continues to be in discussions with
the mill regarding possible additional work, including contracting for the
closure of the mill-owned hazardous waste landfill, but no assurance can be made
regarding securing this or any additional work at the mill. Management believes
that it may need to begin closure of the processing facility, which will be
funded by a state-managed trust, in the second half of the year. However,
management does not believe that cessation of operations at Sterling will have a
material adverse impact on the Company.
On July 24, 2001 the City of Corpus Christi passed a city ordinance establishing
a set of fees to be imposed on haulers of solid waste within the city limits.
This ordinance is intended to re-capture revenue that the City of Corpus Christi
has lost since the opening of the Company's El Centro solid waste landfill in
July of 2000. While the fee places on burden on haulers and eliminates most of
the competitive cost advantage that El Centro has maintained over the City's
landfill during the last year, the Company believes that it can continue to
compete effectively with the City for solid waste streams emanating from within
city limits. Moreover, there is a meaningful amount of solid waste outside the
city limits that El Centro will continue to have a price advantage on when
competing with the City's landfill. However, it is expected that the new
ordinance will result in reduced volumes at El Centro in the second half of the
year compared to the first half of the year. No assurance can be given that the
City will not enact additional ordinances to control the flow of solid waste in
the region. Additional measures by the City or other changes in the competitive
market could result in El Centro losing additional volumes of solid waste and
becoming an unprofitable asset.
The Company's corporate segment does not generate any revenue but the
eliminating entries between companies and the closed facilities resulted in a
period-to-period change for both the three and six months ended June 30, 2001.
DIRECT OPERATING COSTS
The following table indicates the period-to-period change in direct and indirect
costs:
<Table>
<Caption>
Period to Period Change Period to Period Change
For the Three Months Ended For the Six Months Ended
June 30, 2001 and 2000 June 30, 2001 and 2000
--------------------------- ---------------------------
$ % $ %
------------ ------------ ------------ ------------
Statement of Operations-Direct Operating Costs
Chemical Division 1,959 61 3,836 71
LLRW Division 543 20 459 8
Corporate & Other 81 -- 146 --
</Table>
For the three and six months ending June 30, 2001 direct operating costs
increased for both the Chemical and LLRW Divisions. Total direct operating costs
for the Company in the second quarter were $8,340,000 or 61% of revenue compared
to $5,898,000 or 56% of revenue during the same quarter last year before the
acquisition of USEI. For the six months, direct operating costs increased to
$15,074,000 or 56% of revenue compared to $10,773,000 or 54% of revenue for the
same period in 2000.
In the Chemical Division direct operating expenses increased to $5,170,000 or
55% of revenue in the quarter compared to the $3,211,000 or 59% of revenue
during the same 3 months last year. The increase in direct operating costs in
the Chemical Division was a result of the newly acquired USEI Idaho hazardous
waste facility and the additional revenue resulted in a lower percentage of cost
to revenue. Revenue in the Chemical division increased by 71% and 93% for the
three and six months ending June 30, 2001, respectively, while the direct
operating costs during these periods only increased 61% and 70% for the same
periods in 2000.
Unlike the Chemical Division, the LLRW Division's direct operating costs
increased in spite of a decrease in revenue. As previously discussed, revenue
for LLRW decreased 13% and 17% for the three and six months ending
19
20
June 30, 2001, respectively. However, direct costs increased 20% and 8% for
these periods compared to one year ago. These higher direct costs were the
result of LLRW processing, subcontract and transportation costs at the Oak Ridge
facility for the removal of aged waste.
The Company's corporate segment does not generate any direct operating costs but
certain eliminating entries between companies and the closed facilities resulted
in a period-to-period change for both the three and six months ended June 30,
2001, which is not material in amount.
SELLING, GENERAL AND ADMINISTRATIVE COSTS (SG&A)
<Table>
<Caption>
Period to Period Change Period to Period Change
For the Three Months Ended For the Six Months Ended
June 30, 2001 and 2000 June 30, 2001 and 2000
---------------------------- ----------------------------
$ % $ %
------------ ------------ ------------ ------------
Selling, General and Administrative Costs
Chemical Division 1,489 167 2,620 161
LLRW Division 96 6 (365) (10)
Corporate & Other (144) (9) 673 33
</Table>
SG&A costs increased to $5,568,000 from $4,128,000 for the three months ending
June 30, 2000 compared to the same quarter in 2000. The increase was directly
proportional to the newly acquired USEI operations, as explained in the
operating costs section. Likewise, the SG&A increased for the six months ending
June 30, 2001 to $10,371,000 compared to $7,444,000 for the six months ending
June 30, 2000. This increase is attributed to the additional costs the Company
incurred to acquire and subsequently operate the Idaho facility. This included
non-recurring acquisition transition costs, most of which were incurred in the
second quarter. As shown by the table above, the majority of the SG&A increase
is in the Chemical Division which were the result of the newly acquired USEI,
Idaho facility.
The LLRW division experienced 6 percent increase and a 10 percent decreases in
SG&A costs for the three and six months ending June 30, 2001 respectively. The
primary cause for the increase for the three months ending June 30, 2001 was an
accrual taken for the ongoing National Labor Relations Board ("NLRB") case. No
accrual was applied in the same period one year ago. The decrease in the LLRW
spending for SG&A for the six month period is also a result of the Oak Ridge,
Tennessee facility's aged waste removal campaign described above.
The Company's corporate segment incurs selling, general & administrative costs
for legal, consulting, administrative salaries and related expenses of managing
the business including certain eliminating entries between companies and the
closed facilities. The overall increase of $673,000 for the six month period is
mainly attributed to the acquisition of USEI and other new projects that
management has been undertaking in an effort to grow the business and increase
the Company's marketing capacity.
During the second quarter, Company management undertook an initiative to reduce
costs and expenses. This included a close review of travel, entertainment,
professional, and consulting expenses. Management believes that its cost control
initiative will result in lower spending relative to revenue in the second half
of the year.
OTHER COSTS, INCOME AND INVESTMENT INCOME
Period to Period Change Period to Period Change
For the Three Months Ended For the Six Months Ended
June 30, 2001 and 2000 June 30, 2001 and 2000
---------------------------- ----------------------------
$ % $ %
------------ ------------ ------------ ------------
Other Costs
Chemical Division 943 (31) (585) (101)
LLRW Division (136) (256) (1,084) (93)
Corporate & Other (144) (9) 3,028 (128)
</Table>
20
21
Investment income is comprised principally of interest income earned on various
investments in securities held-to-maturity, dividend income, and realized and
unrealized gains and losses earned on the Company's investment portfolio
classified as trading securities. For the six-months ended June 30, 2001, the
Company reported investment income of $208,000 compared to $237,000 for the same
six months ending June 30, 2000. The Company closed an investment portfolio over
the last twelve months and now maintains its excess cash in money market
accounts and certificates of deposit. Included in this section is gain on sale
of fixed assets for both 2001 and 2000. The Company arranged a sale lease back
in August of 2000 and each month recognizes a gain of $18,000.
For the quarter interest expense increased to $346,000 from $60,000 during the
second quarter last year. Likewise, interest expense for the six months ended
June 30, 2001 increased to $604,000 from $108,000. The higher interest expense
is the result of increased borrowing on the credit facility and the assumption
of the $8.5 million industrial revenue bond obligation for USEI.
Other income for the three and six months ended June 30, 2001 was $788,000 and
$1,024,000 compared to $199,000 and $489,000 for the same periods of 2000. The
main reason for the large increase in 2001 was for burial fee adjustments the
Company made for aged waste that had been processed and disposed of properly
from the Oak Ridge facility. The Company made a very concentrated effort to
remove the aged waste from the Oak Ridge facility during the first six months of
2001. This aged waste has now been properly disposed of other than a minor
amount, which is accounted for, leaving the additional accrual from prior years
of $250,000 available to be recognized as other income. The Company made
reclassification entries for the post-acquisition of USEI bond interest premium
for $177,000, restructuring fees of $52,000, $160,000 for prior years accrual of
professional fees, $97,000 for the State of Washington business and occupational
tax, $500,000 for burial fees and about $38,000 for cell and other amortization
adjustments all totaling $1,024,000.
OPERATING EARNINGS AND NET INCOME
<Table>
<Caption>
Period to Period Change Period to Period Change
For the Three Months Ended For the Six Months Ended
June 30, 2001 and 2000 June 30, 2001 and 2000
---------------------------- ----------------------------
$ % $ %
------------ ------------ ------------ ------------
Income from Operations
Chemical Division 458 33 2,139 99
LLRW Division (1,286) (173) (1,928) (119)
Corporate & Other 191 (11) (513) 24
EBINT (1)
Chemical Division 895 72 2,647 132
LLRW Division (1,257) (170) 1,871 (115)
Corporate & Other 506 (31) 2 --
Consolidated Net Income (438) (66) (334) 17
EBITDA (2) (364) (30) 370 (12)
</Table>
(1) EBINT represents earnings from operations before deducting interest and
taxes.
(2) EBITDA represents earnings from operations before deducting interest and
taxes plus depreciation and amortization expense.
For the three months ending June 30, 2001, the Company's Chemical Division
posted income from operations of $1,839,000 or a $458,000 improvement over
$1,381,000 reported for the same period of 2000, and had a similarly strong
performance for the six months ended June 30, 2001 with $2,139,000 more
operating income than one year ago. This improvement is from the addition and
strong performance of the newly acquired Idaho facility, combined with El
Centro's municipal solid waste growth, and the Beatty facility's strong second
quarter principally due to the addition of thermal treatment and recovery
technology.
21
22
The LLRW Division's operating income was lower by $1,286,000 and $1,928,000 for
the three and six months ended June 30, 2001 compared to the same periods one
year ago. As discussed in the revenue section of the results of operations the
LLRW division revenue declined by 173% for the three months ended June 30,
2001 and 119% for the six months ended due to the Oak Ridge facility's focus on
eliminating aged waste. During the second quarter Oak Ridge notified customers
to delay shipments of revenue generating material so that facility operations
could clear the site of aged waste. The Richland Washington facility revenue is
also limited by rate base regulations and has been somewhat lower for the six
months ended June 30, 2001 than for June 30, 2000.
Net income is measured at the consolidated level after corporate allocations,
taxes and eliminating entries. For the three and six months ended June 30, 2001
the Company's consolidated net income was $227,000 and $1,612,000 or 66% and 17%
less than the same periods one year ago. The main reason for this decrease in
profitability was the loss in revenue from the Oak Ridge facility. The Company
maintained generally a fairly flat direct operating cost and S,G&A for the LLRW
division in the past year and likewise when the newly acquired Idaho facility
operations are removed from the equation the Chemical Division maintained a
strong command of expenses. Management believes that its cost control
initiatives will result in lower spending relative to revenue in the second half
of the year, thus improving profitability. Management is monitoring closely the
performance of the Oak Ridge facility.
INCOME TAXES
The Company's effective income tax (benefit) rates were 10% and 3% for the
quarters ending June 30, 2001 and 2000 respectively. The second quarter income
tax expense of $38,000 and credit of $41,000 for each of the quarters ending
June 30, 2001, and 2000, respectively is for payments on different state, local,
and franchise taxes. For the six months ended June 30, 2001 the Company incurred
$84,000 compared to $61,000 one year ago. The Company has a valuation allowance
of approximately $19.8 million for deferred federal tax assets with more than
$2.7 million of limited loss carry-forwards and $34.4 million of unlimited net
operating loss carry-forwards. The Company does not anticipate a federal tax
liability for 2001, however, the same credits are not available for state and
local taxes and the Company estimates at least $150,000 of tax expense for 2001.
SEASONAL EFFECTS
Operating revenues are generally lower in the winter months than the warmer
summer months. However, both Chemical and LLRW Services revenues are more
affected by market conditions than seasonality.
NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has recently issued Statement of
Financial Accounting Standards 141 "Business Combinations" and 142 "Goodwill and
Other Intangible Assets". The FASB voted on June 29, 2001 unanimously in favor
of the two Statements which were subsequently issued in the second half of July
2001. Management believes the adoption of these statements will have no material
impact on the Company's financial statements.
CAPITAL RESOURCES AND LIQUIDITY
On June 30, 2001, cash, cash equivalents and short-term investments totaled
$773,000, a decrease of $3,349,000 from December 31, 2000. The decrease in cash
was due to on-going capital expenditures; customer rebates at the rate-regulated
facility in Richland, Washington, payments for aged waste disposal, and the
funding of operating losses at Oak Ridge. Accounts receivable totaled
$10,372,000 at June 30, 2001 or an increase of $533,000 from December 31, 2000.
The Company's "days sales outstanding" has remained fairly steady since the
acquisition of USEI at 71 days at June 30, 2001 and 72.5 at March 31, 2001. This
shows that since the Company acquired USEI days sales has been fairly constant
as the Company maintained 71.6 days at December 31, 2000.
As of June 30, 2001 the Company's liquidity, as measured by the current ratio,
increased to 1.25:1 compared to 1.17:1 at December 31, 2000. The Company's
working capital increased to $2,844,000 from $2,279,000 at December 31, 2000 but
was down from $5,774,000 at March 31, 2001, but overall 2001 is a large
improvement
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from one year ago, when the Company had a working capital deficit of $3,620,000
at June 30, 2000. Despite this increase in liquidity and availability of capital
from the same period last year, management has a priority in the third quarter
to extend the current banking arrangement. If the Company is unable to reach an
accommodation and extension with it's bank, the line of credit borrowings now
classified long-term debt will become short-term and will be due August 2002.
This would cause a material, adverse change in the Company's working capital
position.
Since December 31, 2000 the Company's leverage has increased, as evidenced by
debt to equity ratio of 1.94:1.0 at June 30, 2001, compared to 1.53:1.0 at year
end. The debt to equity ratio is defined as total debt divided by shareholders
equity. This increase in the Company's leverage is principally the result of the
assumption of the $8,500,000 industrial revenue bond and $12,000,000 of other
USEI liabilities.
As of June 30, 2001, the Company has maintained a business banking relationship
with Wells Fargo Bank in Boise, Idaho that provides an $8,000,000 line of
credit. At this date the Company had $4,200,000 borrowed, not including
$1,150,000 reserved for a standby letter of credit. At August 10, 2001, the
Company had borrowed $4,000,000 not including the $1,150,000 reserved for a
standby letter of credit and has $2,000,000 available for borrowing.
PART II OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
In the ordinary course of conducting business, the Company becomes involved in
judicial and administrative proceedings involving federal, state and local
governmental authorities, individuals or groups of individuals in connection
with permitting or re-permitting facilities, alleged violations of existing
permits, or damages claimed as a result of alleged exposure to hazardous
substances purportedly released from Company operated sites, and related
litigation. The Company maintains insurance intended to cover property,
environmental and personal injury claims asserted as a result of its operations.
Periodically management reviews and may establish reserves for legal and
administrative matters, or fees expected to be incurred in connection therewith.
At this time, management believes that resolution of pending matters will not
have a material adverse effect on the Company's financial position, results of
operations or cash flows. Except as described below, there were no material
developments with regard to previously reported legal proceedings:
US Ecology, Inc. V. Dames & Moore, Inc., Case No. CV OC 0101396D, Fourth
Judicial District Court, Ada County, Idaho
and related case
Dames & Moore, Inc. v. US Ecology, Inc., et al., Index No. 602567-01, Supreme
Court of New York, New York County, New York
On February 23, 2001, the Company's subsidiary, US Ecology, filed a breach of
contract case in Idaho state court seeking (1) damages and reformation of the
contract between US Ecology and Dames & Moore; (2) indemnification from Dames &
Moore for Dames & Moore's negligence; and (3) a declaratory judgment declaring
the "pay-if-paid" clause in the contract void and unenforceable as against
public policy. This action arose due to Dames & Moore's failure to pay US
Ecology for work performed under subcontract to Dames & Moore (prime contractor
to Brookhaven Science Associates, LLC) for the removal, decontamination and
disposal of above-ground cement ducts at Brookhaven National Laboratory in
Upton, New York.
In addition to filing a motion to dismiss the action initiated by US Ecology in
Idaho state court, on May 22, 2001 Dames & Moore filed a separate action in New
York state trial court. The Dames & Moore New York action, which was served on
US Ecology on May 24th, alleges, among other things, negligence on the part of
US Ecology and certain crane companies providing services at the Brookhaven job
site.
All parties have agreed to mediate the case. If mediation, and possible
subsequent arbitration fails, the Company intends to seek consolidation of the
New York and Idaho cases in Idaho. If necessary, the Company will defend the New
York case vigorously.
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24
Plaintiffs in a legal proceeding previously reported as resolved, David Dupuy
and Richard Hammond v. American Ecology Environmental Services Corporation, et
al, Cause No. 98-1304-C, 241st Judicial District Court, Smith County, Texas,
have filed a request for appeal. The Company will vigorously oppose the request
for appeal.
One of the Company's principal subsidiaries is a plaintiff in a case against the
State of California, seeking to protect its interest in the Ward Valley site. US
Ecology did not prevail in two federal lawsuits that had sought to recover
development costs, as well as lost profits and lost opportunity costs related to
development of the Southwestern LLRW Compact disposal facility in Ward Valley,
California. The remaining lawsuit, filed against the State of California on May
2, 2000, seeks (1) a writ of mandate to compel California to acquire the
property to build the Ward Valley project, (2) a court declaration of the
state's duties to the Company, and (3) damages in excess of $162 million,
primarily for costs incurred in developing the project, interest, and future
lost profits. On July 6, 2000, the state of California filed a motion to dismiss
the case. On October 24, 2000, the California court signed an order granting the
state's motion to dismiss the case on demurrer. The Company has appealed the
trial court's decision. Oral argument in the appeal is set for August 13, 2001.
The Company has intervened in a lawsuit against the State of Nebraska seeking
recovery of approximately $6.5 million investment and future lost profits
related to development of the proposed Central Interstate Compact LLRW disposal
facility near Butte, Nebraska. The trial court has ruled on several preliminary
matters that are now under appeal by the State of Nebraska. The trial court has
not yet ruled on whether the Company may be awarded money damages. On April 12,
2000, the appeals court upheld the trial court's ruling that Nebraska is not
immune to suit in this case and also upheld the trial court's preliminary
injunction prohibiting Nebraska from taking any further steps in the state
license hearing process until the matter is decided. The case was scheduled by
the Court to go to trial in 2002. Discovery is now underway.
ITEM 2. CHANGES IN SECURITIES.
The Company completed a reverse stock split followed immediately by a equal
forward stock split with a record date of June 29, 2001. Both the reverse and
forward stock split are complete and the Company eliminated 3,842 common
shareholders and retired 60,801 common shares at a 10-day average trading price
from the record date of $2.43 per common share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting of Stockholders on May 24, 2001. On the
record date of March 30, 2001 there were 13,755,269 shares of common voting
stock. At the meeting, Rotchford L. Barker, Paul C. Bergson, Keith D. Bronstein,
Edward F. Heil, Jack K. Lemley, Paul F. Schutt, and Dan Rostenkowski were
elected to serve as directors of the Company for the next year, the reverse
forward stock split described in Item 2 above was approved, the increase of
350,000 shares available under the 1992 directors stock option plan was
approved, and the appointment of Balukoff, Lindstrom & Co., P.A. as independent
public accountants for the year ending December 31, 2001 was ratified.
The voting on such items was as follows:
Election of Directors
<Table>
<Caption>
For Withheld Authority
---------------- ------------------
Rotchford L. Barker 12,220,784 878,894
Paul C. Bergson 12,222,156 877,522
Keith D. Bronstein 12,222,156 877,522
Edward F. Heil 12,215,000 884,678
Jack K. Lemley 12,210,888 888,790
Paul F. Schutt 12,215,156 884,522
Dan Rostenkowski 12,047,901 1,051,777
</Table>
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25
More than 90% of all votes were in favor of the elected directors.
(2) The proposal to amend the 1992 director's stock option plan to increase the
shares available by 350,000:
<Table>
<Caption>
For Against Abstain
- --------------- --------------- ---------------
11,982,561 1,030,344 86,773
</Table>
(3) The proposal to approve 100:1 reverse stock split followed by a 1:100
forward stock split of the Company's voting common stock received the following
votes:
<Table>
<Caption>
For Against Abstain
- --------------- --------------- ---------------
12,798,986 71,293 49,399
</Table>
(4) Ratify Appointment of Independent Auditors of Balukoff, Lindstrom & Co.,
P.A.
<Table>
<Caption>
For Against Abstain
- -------------------- --------------- ---------------
13,049,729 13,210 36,739
</Table>
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
<Table>
<Caption>
Exhibit Incorporated by Reference from
No. Description Registrant's
- ------- ----------- ------------------------------
3.1 Restated Certificate of Incorporation, as amended 1989 Form 10-K
3.2 Certificate of Amendment to Restated Certificate of Incorporation dated Form S-4 dated 12-24-92
June 4, 1992
3.3 Amended and Restated Bylaws dated February 28, 1995 1994 Form 10-K
10.1 Sublease dated February 26, 1976, between the State of Washington, the Form 10 filed 3-8-84
United States Dept. of Commerce and Economic Development, and Nuclear
Engineering Company with Amendments dated January 11, 1980, and January
14, 1982.
10.2 Lease dated May 1, 1977 ("Nevada Lease"), between the state of Nevada, Form 10 filed 3-8-84
Dept. of Human Resources and Nuclear Engineering Company, with Addendum
thereto, dated December 7, 1982
10.3 Addendum to Nevada Lease dated March 28, 1988 1989 Form 10-K
10.4 Nevada State Health Division, Radioactive Material License issued to US 1989 Form 10-K
Ecology, Inc. dated December 29, 1989
10.5 Administrative Order by Consent between the United States Environmental 1985 Form 10-K
Protection Agency and US Ecology, Inc. ("USE") dated September 30, 1985
</Table>
25
26
<Table>
<Caption>
Exhibit Incorporated by Reference from
No. Description Registrant's
- ------- ----------- -----------------------------
10.6 State of Washington Radioactive Materials License issued to US Ecology, 1986 Form 10-K
Inc. dated January 21, 1987
10.11 Agreement between the Central Interstate Low-Level Radioactive Waste 2nd Quarter 1988 10-Q
Compact Commission and US Ecology, Inc. for the development of a
facility for the disposal of low-level radioactive waste dated January
28, 1988 ("Central Interstate Compact Agreement")
10.12 Amendment to Central Interstate Compact Agreement May 1, 1990 1994 Form 10-K
10.13 Second Amendment to Central Interstate Compact Agreement dated June 24, 1994 Form 10-K
1991
10.14 Third Amendment to Central Interstate Compact Agreement dated July 1, 1994 Form 10-K
1994
10.15 Settlement agreement dated May 25, 1988 among the Illinois
Department Form 8-K dated 6-7-88 of Nuclear Safety, US Ecology, Inc.
and American Ecology Corporation of a December 1978 action related
to the closure, care and maintenance of the Sheffield, Illinois LLRW
disposal site
10.16 Nevada Division of Environmental Protection Permit for Hazardous
Waste 1988 Form 10-K Treatment, Storage and Disposal (Part B) issued
to US Ecology, Inc. dated June 24, 1988
10.17 Texas Water Commission Permit for Industrial Solid Waste Management 1988 Form 10-K
Site (Part B) issued to Texas Ecologists, Inc. dated December 5, 1988
10.18 Memorandum of Understanding between American Ecology Corporation and 1989 Form 10-K
the State of California dated August 15, 1988
10.19 United States Environmental Protection Agency approval to dispose of 1989 Form 10-K
non-liquid polychlorinated biphenyl (PCB) wastes at the Beatty, Nevada
chemical waste disposal facility
10.26 Amended and Restated American Ecology Corporation 1992 Stock Option Proxy Statement dated 4-26-94
Plan *
10.27 Amended and Restated American Ecology Corporation 1992 Outside Director Proxy Statement dated 4-26-94
Stock Option Plan *
10.28 American Ecology Corporation 401 (k) Savings Plan * 1994 Form 10-K
10.29 American Ecology Corporation Retirement Plan * 1994 Form 10-K
10.33 Lease Agreement between American Ecology Corporation and VPM 1988-1, Form S-4 filed 12-24-92
Ltd. dated October 14, 1992
10.34 Rights Agreement dated as of December 7, 1993 between American Form 8-K dated 12-7-93
Ecology Corporation and Chemical Shareholders Services Group, Inc.
as Rights Agent
10.36 Settlement Agreement dated September 24, 1993 by US Ecology, Inc., the 1993 Form 10-K
State of Nevada, the Nevada State Environmental Commission, and the
Nevada Dept. of Human Resources
10.37 Settlement Agreement dated as of January 19, 1994 by and among US 1993 Form 10-K
Ecology, Inc., Staff of the Washington Utilities and Transportation
Commission, Precision Castparts Corp., Teledyne Wah Chang, Portland
General Electric Company, the Washington Public Power Supply System and
Public Service Company of Colorado.
</Table>
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27
<Table>
<Caption>
Exhibit Incorporated by Reference from
No. Description Registrant's
- ------- ----------- ------------------------------
10.38 Agreement dated January 28, 1994 between American Ecology Corporation, Form 8-K dated 2-3-94
Edward F. Heil, Edward F. Heil as trustee for Edward F. Heil, Jr.,
Sandra Heil, and Karen Heil Irrevocable Trust Agreement #2, Thomas W.
McNamara and Thomas W. McNamara as a trustee of
The Jenner & Block Profit Sharing Trust No. 082.
10.50 Increase Additional Number of Share Options to Directors Plan of 1992 Form S-8 dated 12-30-98
10.51 Increase Additional Number of Share Options of 1992 Employees Plan Form S-8 dated 12-20-99
10.52 Amended and Restated American Ecology Corporation 1992 Outside Director Proxy Statement dated 4-8-98
Stock Option Plan
10.53 Amended and Restated American Ecology Corporation 1992 Stock Option Plan Proxy Statement dated 4-12-99
21 List of Subsidiaries 1994 Form 10-K
</Table>
*Management contract or compensatory plan.
(b) Reports on Form 8-K
<Table>
16.1 Change of Auditors Letter - November 25, 1996 Form 8-K
10.44 Series E Redeemable Convertible Preferred Stock - November 27, 1996 Form 8-K
10.45 Third Amended & Restated Credit Agreement - February 18, 1997 Form 8-K
10.48 Court Judgment Houston 88-January 26, 1998 Form 8-K
10.49 Bank Restructure-Chase Bank of Texas N.A. November 19, 1998 Form 8-K
10.54 Acquisition of Envirosafe of Idaho on February 2, 2001 Form 8-K
10.55 Amended Item 2 and 7 of the report on Form 8-K for the acquisition Form 8-K/A filed April 16, 2001
of Envirosafe of Idaho
</Table>
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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.
AMERICAN ECOLOGY CORPORATION
(Registrant)
Date: August 13, 2001 By: /s/ Jack K. Lemley
------------------
Jack K. Lemley
Chairman and Chief Executive Officer
and President
Date: August 13, 2001 By: /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Senior Vice President and Chief Financial
Officer
28