Item 1. BUSINESS
General
Ecology and Environment, Inc. ("EEI" or the "Company") is a broad based environmental consulting and testing firm whose underlying philosophy is to provide professional services worldwide so that sustainable economic and human development may proceed with minimum negative impact on the environment. The Company offers a broad range of environmental consulting services including: environmental audits; environmental impact assessments; terrestrial, aquatic and marine surveys; air quality management and air toxics pollution control; environmental engineering; noise pollution evaluations; wastewater analyses; water pollution control; industrial hygiene and occupational health studies; archaeological and cultural resource studies; environmental infrastructure planning; air, water and groundwater monitoring; and analytical laboratory services.
The Company employs over 75 separate disciplines embracing the physical, biological, social and health sciences. The Company was incorporated in February 1970. Its principal offices are located at 368 Pleasant View Drive, Lancaster, New York and its telephone number is 716-684-8060.
START Contracts
In December 2000, the United States Environmental Protection Agency ("EPA") awarded the Company three (3) regional Superfund Technical Assessment and Response Teams ("START") contracts to provide technical expertise in support of its hazardous waste spill response, removal and prevention programs in the eastern and western United States. The Company is required to provide round the clock assistance to the EPA at spill sites within the eastern and western United States and, in certain instances, may be required to respond to an emergency in other areas of the country. The START contracts are a combination of fixed price and cost plus fixed fee contracts.
The total contract value of the three (3) START contracts, if the EPA exercises all options within each of them, was approximately $89 million. The base value of the three (3) START contracts over five years was approximately $26.0 million. The EPA can exercise any number of options covering additional years or increased quantities over each of the contracts' five year terms expiring in December 2005. The Company, as of July 31, 2004, has realized total net revenues of approximately $37.3 million under these contracts.
These contracts contain termination provisions under which the EPA may, without penalty, terminate the contract upon written notice to the Company. In the event of termination, the Company would be paid only termination costs in accordance with the contract. The Company has never had a contract terminated by the EPA.
Saudi Arabia/Kuwait Contracts
The Company has provided assistance to the Kingdom of Saudi Arabia and the State of Kuwait since 1995 in support of environmental damage claims filed by these countries with the United Nations Compensation Commission (UNCC) resulting from Iraqi aggression during the 1991 Gulf War. On October 30, 2001, the Company through its majority-owned Saudi subsidiary secured a significant expansion of an existing contract with Saudi Arabia (2001 Oversight Contract) and through a majority-owned domestic subsidiary entered into three new contracts with Kuwait. The contract for work with Saudi Arabia provides for the oversight and supervision of the implementation of monitoring and assessment studies to determine the extent of damage to marine, coastal and terrestrial resources. The contracts for work with Kuwait provide for conducting terrestrial and coastal monitoring and assessment studies as well as the establishment and operation of an environmental laboratory in Kuwait. The 2001 Oversight Contract with Saudi Arabia was a time and materials contract for approximately $22.8 million of net revenue and covered a 30 month period ended April 30,2004. The three fixed price contracts with Kuwait are for a period of five years and total approximately $29 million of expected net revenues. However, the laboratory fixed price contract in Kuwait contains a time and materials portion that could yield an additional $10.0 million of net revenue. On September 21, 2002, the Company's majority-owned Saudi subsidiary secured a second contract in Saudi Arabia. This contract is a $19 million fixed price agreement for a five-year period with the Kingdom of Saudi Arabia for the Implementation of the Public Health Claim Studies. These studies will support the Kingdom's claims to be filed with the UNCC. In June 2004, E&E signed an additional contract with the Kingdom of Saudi Arabia in the amount of $2.4 million for fifth installment preplanning work, bringing the total contract work in Saudi Arabia to a total of $44.2 million of expected revenues ($41.4 of net revenues). It is anticipated that the contract for fifth installment preplanning work will be substantially complete by December 2004. The Company, as of July 31, 2004, has recognized net aggregate revenues of approximately $35.0 and $24.0 million from the Saudi and Kuwait contracts, respectively.
The contracts in Saudi Arabia are through the Company's majority owned (66 2/3%) subsidiary Ecology and Environment of Saudi Arabia Co., LTD. (EESAL). The Company has an agreement with the other minority shareholder of EESAL to divide any profits in EESAL from the current contracts equally, and to pay to the minority shareholder a commission of 5% of the total contract values. The commission and additional profit sharing covers on-going representation in the Kingdom, logistical support including the negotiation and procurement of Saudi national personnel, facilities, equipment, licenses, permits, and any other support deemed necessary in the implementation and performance of the Saudi contracts. As of July 31,2004 the Company has incurred expense of $1,835,000 ($944,000 in fiscal year 2004, $505,000 in fiscal year 2003 and $386,000 in fiscal year 2002) under the terms of this commission agreement.
These contracts in Saudi Arabia and Kuwait contain termination provisions under which the government contracting for the work may, without penalty, terminate the contract. In the event of termination, the Company's subsidiary would be paid only termination costs in accordance with each of the contracts. Termination costs include revenue earned up to the date of termination and reasonable costs of repatriation of employees. The Company has never had a contract terminated by Saudi Arabia or Kuwait.
Deferred revenue balances at July 31, 2004 represent net advances received under the Saudi and Kuwait contracts. The Company has received $3.4 million of advances under the Saudi contracts, of which $198,000 is still remaining and $12.4 million of advances under the Kuwait contracts of which $1.0 million is still remaining. Deferred revenue is recognized as earned over the respective contract periods.
Task Order Contracts
The Company has numerous task order contracts with state and federal governmental agencies which contain indefinite order quantities and/or option periods ranging from two to ten years. The maximum potential gross revenues included in these contracts is approximately $232.0 million. Work done under task orders run the full range of services provided by EEI from risk management plans; to air quality control; to groundwater monitoring; to hazardous materials (HAZMAT) response plans; to solid waste management; and to strategic information management and database support.
Environmental Consulting Services
The Company's staff includes individuals with advanced degrees representing over 75 scientific and engineering disciplines that relate to the identification, quantification, analysis, and remediation of hazards to the environment. The Company has rendered consulting services to commercial and government clients in a variety of service sectors, such as the following:
Hazardous Material Services
Introduction. EEI has conducted hazardous waste site evaluations throughout the United States. In conducting these site evaluations, the Company provides site investigation (e.g., geophysical surveys, monitoring well installation, and sample collection and analysis), engineering design, and operation and maintenance for a wide range of industrial and governmental clients. In providing such services, the Company inventories and collects sample materials on site and then evaluates waste management practices, potential off-site impacts and liability concerns. EEI then recommends and designs cleanup programs and assists in the implementation and monitoring of those cleanup programs.
Field Investigation. The Company's field investigation services primarily involve the development of work plans, health and safety plans, and quality assurance and quality control plans to govern and conduct such field investigations to define the nature and extent of contaminants at a site.
Engineering Services. After field investigation services have been completed and the necessary approvals obtained, the Company's engineering specialists develop plans and specifications for remedial cleanup activities. This work includes the development of methods and standard operating procedures to assess contamination problems, and to identify, develop and design appropriate pollution control schemes. Alternative cleanup strategies are evaluated and conceptual engineering approaches are formulated. The Company also provides supervision of actual cleanup or remedial construction work performed by other contractors.
Homeland Protection / Emergency Response
Around the world, recent events involving terrorism and bioterrorism have raised the concern for public health and safety as well as environmental protection. EEI’s Homeland Protection Services include logistics support, emergency response, and comprehensive planning and preparedness offered to both governmental and private industry clients. EEI has extensive experience as to local vulnerabilities, assets and existing emergency response plans, in addition to the state and federal laws and regulations that affect emergency response plans. EEI supports all phases of incident management-preparedness, mitigation, response and recovery. For the past 30 years, EEI has assisted its clients in preparing for potential disasters, both man-made and natural. The Company has assessed potential threats, evaluated resources, developed response plans, trained personnel and conducted exercises. In addition, the Company has responded to thousands of emergencies and has monitored and has managed the restoration of the environment after incidents.
EEI has provided science and environmental engineering expertise at high-profile disasters and incidents including large oil spills in United States waterbodies; dioxin contamination in the Midwest; Anthrax threats in the United States in 2002; the 1991Gulf War oil fires in Kuwait; and the September 11, 2001 terrorist attacks. In addition to emergency response, the Company also provides critical training to first responders in nuclear, biological, and chemical/counter-terrorism and in HAZMAT identification, response and remediation; develops standard operating procedures for health and safety at hazardous sites; assesses sites and potential for danger; and develops prevention/preparedness/outreach activities.
Pipelines
EEI has provided the pipeline industry with full-service environmental support for more than 30 years. The Company's extensive experience includes route selection; field support and survey, such as wetland delineation and endangered species surveys; regulatory compliance and permit support, including preparation of erosion control plans for submission to state agencies, Section 10 and Section 404 permits for submission to the United States Army Corps Engineers, and Federal Energy Regulatory Commission 7(c) filings; and preparation of environmental monitoring and restoration plans, including development of quality assurance specifications. The Company has developed and implemented work plans for contamination assessment, Phase I and II sampling, and supports clients for Phase III remediation.
Power
With the deregulation of certain sectors of the power industry and the electrical supply shortage of 2001, there is a rapidly increasing demand for new power plants. Companies that can quickly permit new power generation capacity are poised to reap the benefits of the power market's remarkable revitalization, both domestically and abroad. EEI has specialized in providing comprehensive environmental services for the power industry since the Company's inception. The Company has experience with licensing requirements and processes worldwide and conducts comprehensive site selection programs which include assessment of engineering constraints such as the location and availability of fuel and cooling water as well as grid interconnection and transmission issues; and assessment of environmental issues such as air quality, water quality, terrestrial and aquatic vegetation and wildlife, and cultural heritage. For existing energy facilities, EEI has completed over 100 due diligence audits. The Company also helps power companies meet the daily regulatory requirements for power generation and/or transmission.
Liquefied Natural Gas (LNG)
The increased domestic demand for clean burning natural gas combined with acceleration of worldwide development of stranded gas reserves, has increased the need for new and expanded LNG export and import facilities. Project developers rely on EEI for essential environmental support services, because of the Company’s extensive experience in addressing key siting, environmental permitting, engineering, safety, and regulatory elements associated with planning, design and operation of LNG liquefaction and regasification facilities. EEI has conducted environmental and safety studies for LNG facilities in the United States, Canada, Bahamas, Norway, Trinidad, and Indonesia. The studies have involved analyses of oceanographic, navigational, and meteorological conditions to determine whether access by LNG tankers would be feasible and safe, and whether operation of the facilities would be uninterrupted. In addition, EEI has studied the compatibility of LNG facilities with the present and projected uses of waterways and adjacent lands, the potential risks to the general public near prospective sites, and the potential effects of facility construction and operation on terrestrial and aquatic ecosystems.
Environmental Assessments
In response to requirements of the National Environmental Policy Act (NEPA) and other state environmental laws, EEI has provided environmental evaluation services to both the government and the private sector for more than 30 years. As part of the environmental evaluation process, EEI assists clients in evaluating and developing methods to avoid or mitigate the potential environmental impacts of a proposed project and to help ensure that the project complies with regulatory requirements. EEI's services include air and water quality analysis, terrestrial and aquatic biological surveys, threatened and endangered species surveys and wetland delineations, social economic studies, transportation analyses and land use planning.
Wetlands
EEI has assisted clients with various projects involving wetland delineations, environmental impact assessments, impact minimizations, and mitigation during large construction or habitat restoration projects. The Company's experts continuously study and apply innovative ecosystem management techniques to expand their understanding of the complex biochemical, physical, and ecological interactions that exist in wetlands. EEI has experience in using wetlands to remediate chlorinated hydrocarbon contamination. In 1998, the Company constructed a full-scale pilot wetland to assess the feasibility and effectiveness of treating a major chlorinated plume with a treatment wetland.
International
EEI has over 20 years experience in international work. The Company now has partners in over 30 countries and has completed over 15,000 major environmental assignments in over 67 countries worldwide. Assignments completed are in fields such as environmental assessment; management and financial planning; institutional strengthening and standards development; water supply and development; wastewater treatment; and solid waste project construction supervision. The Company also has extensive experience working with international lending institutions such as the Asian Development Bank and the World Bank. For the fiscal years ending July 31, 2004, 2003 and 2002 the net aggregate revenues from international work amounted to $33.7 million, $30.3 million and $22.8 million, respectively.
Analytical Laboratory Services
The Company provides analytical testing services to industrial and government customers who require accurate measurements to identify and monitor existing hazardous waste sites. The Company's laboratory analyzes waste, soil, sediment, air tissue and potable and non-potable water using state of the art computer controlled instrumentation. The Company also is certified to perform environmental testing services for branches of the U.S. military and a number of state agencies.
Aquaculture
The Company owns an aquaculture shrimp facility (Frutas Marinas, S.A.) in the province of Puntarenas on the Pacific coast of Costa Rica. The facility includes 400 hectares of land of which 193 hectares is shrimp aquaculture ponds. The Company decided to discontinue the operation in July 2003 and has recognized an impairment loss in discontinued operations in fiscal year 2003. The remaining assets of the shrimp farm are currently classified as assets of discontinued operations held for sale. See Item 7, Management Discussion and Analysis and Note 19 in the Notes to Consolidated Financial Statements.
The Company also owns the assets of a fish farm located in Jordan. The farm is located on the banks of the Jordan River 120 kilometers north of Amman. The assets were purchased in July 2001 through a newly formed entity, American Arab Aquaculture Company (AMARACO), of which EEI owns 51%. AMARACO has invested approximately $500,000 to upgrade the farm's infrastructure, production methods, and species selection. The Company has recognized an impairment loss of $442,000 ($139,000 net of minority interest and taxes) in fiscal year 2004 for the long-lived assets of AMARACO. See Item 7, Management Discussion and Analysis, and Note 20 in the Notes to Consolidated Financial Statements.
Segment Reporting
The Company has three reportable segments: consulting services, analytical laboratory services, and aquaculture. Refer to the Company's financial statements for fiscal year 2004 contained in Item 8 hereof for additional pertinent information on the Company's segments.
Regulatory Background
The United States Congress and most State Legislatures have enacted a series of laws to prevent and correct environmental problems. These laws and their implementing regulations help to create the demand for the multi-disciplinary consulting services offered by the Company. The principal federal legislation and corresponding regulatory programs which affect the Company's business are as follows:
The Comprehensive Environmental Response, Compensation, And Liability Act Of 1980, As Amended ("CERCLA", "Superfund" or the "Superfund Act")
CERCLA is a remedial statute which generally authorizes the Federal government to order responsible parties to study and clean up inactive hazardous substance disposal sites, or, to itself undertake and fund such activities. This legislation has four basic provisions: (i) creation of an information gathering and analysis program; (ii) grant of federal authority to respond to emergencies associated with contamination by hazardous substances, and to clean up sites contaminated with hazardous substances; (iii) imposition of joint, several, and strict liability on persons connected with the treatment or disposal of hazardous substances which results in a release or threatened release into the environment; and (iv) creation of a Federally managed trust fund to pay for the clean up and restoration of sites contaminated with hazardous substances when voluntary clean-up by responsible parties cannot be accomplished. The President signed into law legislation transferring funds into the Hazardous Substances Superfund with disbursements available after September 1, 2000.
The Resource Conservation And Recovery Act Of 1976 ("RCRA")
RCRA generally provides "cradle to grave" coverage of hazardous wastes. It seeks to achieve this goal by imposing performance, testing and record keeping requirements on persons who generate, transport, treat, store, or dispose of hazardous wastes. The Company assists hazardous waste generators in the storage, transportation and disposal of wastes; prepares permit applications and engineering designs for treatment, storage and disposal facilities; designs and oversees underground storage tank installations and removals; performs corrective measure studies and remedial oversight at RCRA regulated facilities; and performs RCRA compliance audits.
Toxic Substance Control Act Of 1976 ("TSCA")
TSCA authorizes the EPA to gather information on the risks posed to public health and the environment by chemicals and to regulate the manufacturing, use and disposal of chemical substances. The 1986 amendments to TSCA and its implementing regulations require school systems to inspect their buildings for asbestos, determine where asbestos containing materials pose hazards to humans and abate those hazards. Regarding PCBs specifically, amendments to TSCA regulations dated December 21, 1989 established comprehensive record keeping requirements for persons engaged in PCB transportation, storage and disposal activities. Amendments effective August 28, 1998 add regulatory provisions authorizing certain uses of PCBs; specifying additional alternatives for the cleanup and disposal of PCBs; establishing procedures for determining PCB concentration; establishing standards and procedures for decontamination; and updating several marking, record keeping, and reporting requirements. The Company's principal work under TSCA involves field sampling, site reconnaissance, development of remedial programs and supervision of construction activities at sites involving PCB contamination.
The National Environmental Policy Act ("NEPA")
NEPA generally requires that a detailed environmental impact statement ("EIS") be prepared for every major federal action significantly affecting the quality of the human environment. With limited exceptions, all federal agencies are subject to NEPA. Most states have EIS requirements similar to NEPA. The Company frequently engages in NEPA related projects (or state equivalent) for both public and private clients.
Clean Air Act
In 1990, comprehensive changes were made to the Clean Air Act which fundamentally redefined the regulation of air pollutants. The Clean Air Act Amendments of 1990 created a flurry of federal and state regulatory initiatives and industry responses which require the development of detailed inventories and risk management plans, as well as the acquisition of facility wide, rather than source specific, air permits. Complementary changes have also been integrated into the RCRA Boilers and Industrial Furnace ("BIF") regulatory programs calling for upgraded air emission controls, more rigorous permit conditions and the acquisition of permits and/or significant permit modifications. The Company assists public and private clients in the development of air permitting strategies and the preparation of permit applications. EEI also prepares the technical studies and engineering documents (e.g., air modeling, risk analysis, design drawings) necessary to support permit applications.
Safe Drinking Water And Clean Water Acts ("SDWA")
The SDWA of 1996 and recent regulatory changes under the Clean Water Act (CWA) work together in order to ensure that the public is provided with safe drinking and recreational waters by utilizing watershed approaches and applying similar principles (Total Maximum Daily Load, National Pollution Discharge Elimination System, Source Water Assessment Program, Storm Water Program). Thus, they supplement and help one another more effectively reach each other's goals. The Company assists public and private clients in developing and establishing pollution prevention programs, assisting clients in monitoring ground, waste and stormwater systems, and help clients with water permitting and compliance issues.
Other
The Company's operations are also influenced by other federal, state, and international laws and regulations protecting the environment. In the U.S. market, other regulatory rules and provisions that influence Company operations, in addition to those discussed above, are the Atomic Energy Act (AEA), and the Oil Pollution Control Act (OPA). Examples of services provided by the Company as a result of these laws include the development of spill prevention control and emergency prevention procedures, as well as countermeasure plans for various facilities potentially affecting human health and the environment. Related laws such as the Occupational Safety and Health Act, which regulates exposures of employees to toxic chemicals and other physical agents in the workplace, also have a significant impact on EEI operations. An example is the process safety regulation issued by the Occupational Safety and Health Administration ("OSHA") which requires safety and hazard analysis and accidental release contingency planning activity to be performed if certain chemicals are used in the work place.
Internationally, since many overseas markets remain "undeveloped" when compared with that of the United States and other Western countries, the Company's expanding operations in these markets are primarily influenced by environmental laws focusing on infrastructure, development, and planning related activities.
Potential Liability and Insurance
The Company's contracts generally require it to maintain certain insurance coverages and to indemnify its clients for claims, damages or losses for personal injury or property damage relating to the Company's performance of its duties unless such injury or damage is the result of the client's negligence or willful acts. Currently, the Company is able to provide insurance coverage to meet the requirements of its contracts, however, certain pollution exclusions apply. Historically, the Company has been able to purchase an
errors and omissions insurance policy that covers its environmental consulting services, including legal liability for pollution conditions resulting therefrom. The policy is a claims made policy, with limits of $10.0 million for each claim and $10.0 million in the aggregate with a $500,000 deductible. The Company's general liability insurance policy provides coverage in the amount of $3.0 million per occurrence and $3.0 million in the aggregate; an excess liability policy of $10.0 million is also maintained with respect to its general liability coverage. Where possible, the Company requires that its clients cross-indemnify it for asserted claims. There can be no assurance, however, that any such agreement, together with the Company's general liability insurance and errors and omissions coverage will be sufficient to protect the Company against any asserted claim.
Market and Customers
The Company's revenues originate from federal, state and local governments, domestic private clients, and private and governmental international clients.
The Company's worldwide marketing efforts are conducted by its marketing group located at its headquarters, its regional offices, and its international subsidiaries. EEI markets its services to existing and potential governmental, industrial and engineering clients. The Company closely monitors government contract procurements and responds to requests for proposals requiring services provided by the Company. The marketing group also monitors government regulation and other events that may generate new business by requiring governments and industrial firms to respond to new regulatory actions. The marketing group is supported by EEI's technical staff which is responsible for preparing technical proposals that are customarily delivered with the Company's bid for a project. The Company participates in industrial trade shows and professional seminars relating to its business.
Backlog
The Company's firm backlog of uncompleted projects and maximum potential gross revenues from indefinite task order contracts, at July 31, 2004 and 2003 were as follows:
The above maximum figures include $52 million of potential revenue backlog attributable to the options under the START contracts. This backlog includes a substantial amount of work to be performed under contracts which contain termination provisions under which the contract can be terminated without penalty upon written notice to the Company. The likelihood of obtaining the full value of the task order contracts cannot be determined at this time.
Competition
EEI is subject to competition with respect to each of the services that it provides. No entity, including the Company, currently dominates the environmental services industry and the Company does not believe that one organization has the capability to serve the entire market. Some of its competitors are larger and have greater financial resources than the Company while others may be more specialized in certain areas. EEI competes primarily on the basis of its reputation, quality of service, expertise, and price.
Employees
As of July 31, 2004, the Company, including subsidiaries, had approximately 930 employees. The majority of the employees hold bachelor's degrees and/or advanced degrees in such areas as chemical, civil, mechanical, sanitary, soil, structural and transportation engineering, biology, geology, hydrogeology, ecology, urban and regional planning and oceanography. The Company's ability to remain competitive will depend largely upon its ability to recruit and retain qualified personnel. None of the Company's employees is represented by a labor organization and employee relations are good.
Item 2.
Item 2. PROPERTIES
The Company's headquarters (60,000 square feet) is located in Lancaster, New York, a suburb of Buffalo. The Company's laboratory and warehouse facility in Lancaster, New York consists of two buildings totaling approximately 35,000 square feet. The Company also leases office and storage facilities at twenty (20) regional offices in the United States, with terms which generally coincide with the duration of the Company's contracts in those areas. The Company's subsidiaries also own the shrimp and fish farms described in the Aquaculture section of Item 1, Business.
Item 3.
Item 3. LEGAL PROCEEDINGS
From time to time, the Company is named a defendant in legal actions arising out of the normal course of business. The Company is not a party to any pending legal proceeding the resolution of which the management of the Company believes will have a material adverse effect on the Company's results of operations or financial condition or to any other pending legal proceedings other than ordinary, routine litigation incidental to its business. The Company maintains liability insurance against risks arising out of the normal course of business.
One of the Company's majority owned subsidiaries is a co-defendant in a lawsuit connected to work performed on a remediation project at a mine site. The plaintiffs have filed for damages of approximately $35 million. The subsidiary maintains a $6 million insurance policy applicable to this claim. The insurance company is defending the claim. At this time the case is in the beginning stages of discovery and the trial is not scheduled to begin until November 2005. The subsidiary company intends to vigorously defend this case.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
Item 5.
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Principal Market or Markets. The Company's Class A Common Stock is traded on the American Stock Exchange. There is no separate market for the Company's Class B Common Stock.
The following table represents the range of high and low prices of the Company's Class A Common Stock as reported by the American Stock Exchange for the periods indicated.
Approximate Number of Holders of Class A Common Stock. As of September 30, 2004, 2,444,445 shares of the Company's Class A Common Stock were outstanding and the number of holders of record of the Company's Class A Common Stock at that date was 439. The Company estimates that it has a significantly greater number of Class A Common Stock shareholders because a substantial number of the Company's shares are held in street name. As of the same date, there were 1,643,045 shares of the Company's Class B Common Stock outstanding and the number of holders of record of the Class B Common Stock at that date was 62.
Dividends. In the fiscal years ended July 31, 2003 and 2004 the Company declared and paid two cash dividends totaling $.33 and $.34 per share of common stock, respectively. The amount, if any, of future dividends remains within the discretion of the Company's Board of Directors and will depend upon the Company's future earnings, financial condition and requirements and other factors as determined by the Board of Directors.
The Company's Certificate of Incorporation provides that any cash or property dividend paid on Class A Common Stock must be at least equal to the cash or property dividend paid on Class B Common Stock on a per share basis.
Equity Compensation Plan Information as of July 31, 2004:
Refer to Note 9 to Consolidated Financial Statements set forth in Part IV of this Annual Report on Form 10-K for more information on the Equity Compensation Plans.
(b) Not Applicable
(c) Purchased Equity Securities. The following table summarizes the Company's purchases of its common stock during the quarter ended July 31, 2004.
(1) The Company purchased 13,695 shares of its Class A common stock during the fourth quarter of its fiscal year ended July 31, 2004 pursuant to a 200,000 share repurchase program approved at the October 26, 2000 Board of Directors meeting. The purchases were made in open-market transactions.
Item 6.
Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
The financial statements presented below have been reclassified to give retroactive effect to the FY 2003 discontinuance of the Company's shrimp farm operations. See note No. 19 to the Notes to Consolidated Financial Statements for additional information.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
At July 31, 2004 and July 31, 2003 the Company had a working capital balance of $27.5 million. Cash and cash equivalents decreased $2.3 million due to a $1.7 million decrease in other accrued liabilities, a $2.1 million decrease in the current portion of long-term debt, and a $1.1 million decrease in other current assets. The decrease in the current portion of long-term debt was due to the receipt of deposits to offset the $2.1 million bank overdraft recorded in July 2003. Investment securities decreased $3.9 million as a result of the sale of securities to meet Company cash flow needs. Contracts receivable decreased $4.3 million. As of July 31, 2004 the Company has receivables outstanding on the Saudi and Kuwait contracts of $9.8 and $6.4 million respectively. Total net advances on these contracts at July 31, 2004 are $1.2 million, which are backed by letters of credit. The current portion of these advances, shown as deferred revenue, decreased $6.6 million due to work performed on these contracts during fiscal year 2004.
The Company maintains an unsecured line of credit of $20.0 million with a bank at ½% below the prevailing prime rate. A second line of credit is available at another bank for up to $13.5 million, exclusively for letters of credit. The Company has outstanding letters of credit (LOC’s) at July 31, 2004 in the amount of $8.8 million. These LOC’s were obtained to secure advance payments and performance guarantees for contracts in the Middle East. Excluding LOC’s there are no outstanding borrowings under the lines of credit and there is $24.7 million of line still available at July 31, 2004. There are no significant additional working capital requirements pending at July 31, 2004. The Company believes that cash flows from operations and borrowings against the line of credit will be sufficient to cover all working capital requirements for fiscal year 2005.
Contractual Obligations
(1) Represents rents for office and warehouse facilities
(2) Consists of Deferred Revenue on the Saudi Arabia and Kuwait contracts
Results of Operations
Net Revenue
Fiscal Year 2004 vs. 2003
Net revenues for the fiscal year ended July 31, 2004 were $89.5 million, up 2% from the $87.8 million reported in fiscal year 2003. Net revenues for the fourth quarter of fiscal year 2004 were $21.6 million, down 12% from the $24.5 million reported in fiscal year 2003. The Company’s contracts in Saudi Arabia accounted for the majority of the annual increase. The work in Saudi Arabia increased from $11.4 million to $16.9. The Company also signed a $2.4 million contract for fifth installment preplanning work during the fourth quarter of fiscal year 2004. Net revenues reported for Commercial clients were $8.6 million, down 38% from the $13.8 million reported in fiscal year 2003. This was attributable to the completion of a major contract in the energy industry. Net revenues reported for the U.S. Department of Defense (DOD) clients were $12.4 million for fiscal year 2004, down 19% from the $15.2 million reported in fiscal year 2003 due to a reduction of funding for environmental projects in the Company's fourth quarter for laboratory services and field work. One of the Company's majority owned subsidiaries, Walsh Environmental, reported net revenues of $8.3 million for fiscal year 2004, an increase of $1.1 million from the $7.2 millions reported in fiscal year 2003. The majority of this increase was due to the consolidation of Gustavson Associates, acquired by Walsh Environmental during the fourth quarter of fiscal year 2004. Gustavson Associates reported net revenues of $527,000 during the fourth quarter of fiscal year 2004.
The decrease in fourth quarter net revenues was attributable to a drop in net revenues from various commercial, state and DOD clients. Net revenues reported for commercial clients during the fourth quarter of fiscal year 2004 were $2.3 million, down 26% from the $3.1 million reported in the fourth quarter of fiscal year 2003. DOD clients reported net revenues of $2.8 million for the fourth quarter of fiscal year 2004, down 28% from the $3.9 million reported in prior year. Net revenues reported for various state clients during the fourth quarter of fiscal year 2004 were $3.7 million, down $516,000 from the $4.2 million reported in the fourth quarter of fiscal year 2003. Walsh Environmental reported an increase in fourth quarter net revenues of $667,000 due to the consolidation of Gustavson Associates.
The Company’s Analytical Services Center (ASC) reported net revenues of $5.0 million for fiscal year 2004 and $1.0 million in the fourth quarter, a 47% decrease in net revenues for the fourth quarter and a total decrease of 14% for the fiscal year. The ASC’s decreased volume in the fourth quarter is attributable to a significant drop in samples received for environmental projects due to funding cutbacks by the DOD for environmental field operations as a result of the Iraq war. The Company has taken steps at the end of fiscal 2004 and in the first quarter of fiscal year 2005 to downsize its laboratory operation to reflect current market conditions
through reductions in staff by approximately 40% and is aggressively seeking reductions in other costs by soliciting lower priced suppliers.
Fiscal Year 2003 vs. 2002
Net revenues for fiscal year 2003 were $90.5 million, up 23% from the $73.4 million reported in fiscal year 2002. Net revenues for the fourth quarter of fiscal year 2003 were $25.9 million, up 22% from the $21.2 million reported in the fourth quarter of fiscal year 2002. The Company reported an increase in net revenues for fiscal year 2003 across a broad range of customers. The Company’s contracts in Saudi Arabia and Kuwait together with increases in net revenues from various commercial and DOD clients accounted for the majority of the increase. The work in Kuwait and Saudi Arabia increased 86% to $21.1 million, while commercial net revenues were $13.8 million, up 60% from the $8.6 million reported in fiscal year 2002. Net revenues reported for DOD clients were $15.2 million for fiscal year 2003, up 20% from the $12.7 million reported in fiscal year 2002. Walsh Environmental, one of the Company’s subsidiaries, reported net revenues of $7.2 million, up 29% from the $5.6 million reported in the prior year. Net revenue from the USEPA and various state agencies fell 10% and 4% respectively.
The Saudi Arabia and Kuwait contracts along with various commercial clients accounted for the majority of the increase in fourth quarter net revenues. The Company’s Analytical Services Center (ASC) reported net revenues of $5.8 million for fiscal year 2003 and $1.9 million in the fourth quarter, a 69% increase in net revenues for the fourth quarter and a total increase of 38% for the fiscal year. The ASC’s increased volume is attributable to $1.4 million of samples received under the Kuwait contract. Walsh Environmental reported net revenues of $2.0 million for the fourth quarter of fiscal year 2003, up 54% from the $1.3 million reported in the fourth quarter of fiscal year 2002.
Income From Continuing Operations Before Income Taxes and Minority Interest
Fiscal Year 2004 vs. 2003
The Company’s income from continuing operations before income taxes and minority interest for fiscal year 2004 was $6.0 million, down 19% from the $7.4 million reported in the prior year. This reduction is mainly attributable to the reduction in higher margin commercial work and the impairment of the long-lived assets of the Company's fish farm operations located in Jordan. The Company has continued to work on the Middle Eastern contracts in Saudi Arabia and Kuwait. However, the marine and coastal and terrestrial studies portion of the work in Kuwait is winding down and is 90% complete as of July 31, 2004. The environmental laboratory operation in Kuwait is expected to continue. The current contract work in Saudi Arabia is approximately 85% complete and should be substantially completed in fiscal year 2005. The ASC reported an operating loss of $1.4 million for fiscal year 2004 compared to operating loss of $132,000 for the prior year. A decrease in samples from the DOD and various state clients have accounted for the decrease in operating income. Marketing and related costs have increased 12% as the Company continues to increase business development efforts in the homeland security and international markets while also increasing the ASC marketing staff to help broaden the commercial market base for the ASC. During fiscal year 2004, a gain of $200,000 was recorded on the sale of investment securities and $300,000 of foreign currency exchange gains was realized mainly due to the contracts in Kuwait.
The Company’s income from continuing operations before income taxes and minority interest for the fourth quarter of fiscal year 2004 was $1.0 million, down 60% from the $2.5 million reported in the fourth quarter of the prior year. The ASC reported an operating loss of $609,000 for the fourth quarter of fiscal year 2004 compared to operating profit of $32,000 for the fourth quarter of the prior year. A significant decrease in lab work from the DOD and various state contracts accounted for the ASC’s decrease in operating income for the fourth quarter of fiscal year 2004. The reduction in higher margin commercial work also contributed to the reduced earnings in the fourth quarter. Indirect expenses have increased as the Company continues business development efforts in the homeland security and international markets.
The Company has recognized an impairment loss of $442,000 ($139,000 net of minority interest and taxes) in fiscal year 2004 for the long-lived assets at its fish farm operations, American Arab Aquaculture Company (AMARACO), located in Jordan. The Company reports results of this fish farm operation under its Aquaculture Segment. The Company has determined that an impairment loss is necessary due to the uncertainty that AMARACO will generate future net cash flows sufficient to recover the carrying value of its long-lived assets. AMARACO was initially purchased in July 2001 and has not generated operating income to date. The future operation of the farm is predicated on an agreement with the Company's partners for an additional capital infusion in the range of $300,000 for working capital. Due to the current uncertainty regarding this agreement and its impact on the future viability of the farm, the Company has recognized an impairment loss on the buildings, improvements and equipment which will continue to be held for use. This impairment loss is included in income (loss) from continuing operations.
Fiscal Year 2003 vs. 2002
The Company’s income from continuing operations before income taxes and minority interest for fiscal year 2003 was $7.4 million, up 45% from the $5.1 million reported in fiscal year 2002. For the fourth quarter of fiscal year 2003, the Company’s income from continuing operations before income taxes and minority interest was $1.95 million, up 20% from the $1.63 million reported in fiscal
year 2002. The increase in income before income taxes and minority interest was mainly attributable to increased volume and resulting efficiencies in administrative and indirect expenses. Marketing costs held steady despite the 23% increase in net revenues. The Company’s ASC reported an operating loss of $132,000 for fiscal year 2003 and an operating income of $32,000 for the fourth quarter, a 112% increase in operating income for the fourth quarter and a total increase of 86% for the fiscal year. The ASC has benefited from additional sales revenue of approximately $1.4 million under the Kuwait contract and improved production efficiencies due to utilization of new equipment and testing methods. Walsh Environmental reported operating income of $197,000 for the fourth quarter of fiscal year 2003, an increase of 110% over the prior year.
Discontinued Operations
During the fourth quarter of fiscal year 2003, the Company made the decision to discontinue its Costa Rican shrimp farm operation, Frutas Marinas S.A. The farm had failed to achieve planned production estimates. Operations management was unable to control repeated outbreaks of disease, primarily White Spot Syndrome Virus, resulting in repeated operating losses for the last three years all amid depressed selling prices for the shrimp. The Company made the decision to terminate operations at its Board of Directors’ meeting in July 2003 and has embarked on a program to liquidate the assets within one year. In accordance with Financial Accounting Standards No 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company reviewed the assets of Frutas Marinas S.A. to determine the extent of the impairment loss in the carrying value of the assets. The Company has estimated the fair value of its assets based on an appraisal of the property for general farm use (the predominate land use surrounding the farm) due to the anticipated difficulty in selling the property as a shrimp farm operation. As a result, the Company recognized an impairment loss on discontinued operations of $5,007,364 ($3,010,005 net of tax) during the fourth quarter of fiscal year 2003. During fiscal year 2004, the shrimp farm reported a loss before taxes of $354,000. Although not expected to be significant, expenses will continue to be necessary for overall farm security, maintenance and upkeep. As of July 31, 2004, the shrimp farm operation is still being held for sale and actively marketed.
American Jobs Creation Act of 2004
In October 2004, Congress passed, and the President signed into law, the American Jobs Creation Act of 2004 (the "Act"). Some key provisions of the Act affecting the Company are the repeal of the United States export tax incentive known as the extraterritorial income exclusion (EIE) and the implementation of a domestic manufacturing deduction. The Company is still assessing the impact of the Act. The EIE is phased out over the calendar years 2005 and 2006 with an exemption for binding contracts with unrelated persons entered into before September 18, 2003. These phase-out provisions will allow the Company to maintain an EIE deduction of an undeterminable amount through fiscal year 2007. The Company believes that it will accrue some benefits from the domestic manufacturing deduction, although such benefits cannot be quantified at this time. The domestic manufacturing deduction will be phased in over a six-year period beginning with the Company's fiscal year 2005. The Company is also evaluating the impact of the dividend provisions. As of July 31, 2004 and based on the tax laws in effect at that time, it is the Company's intention to continue to indefinitely reinvest undistributed foreign earnings and accordingly, no deferred tax liability has been recorded in connection therewith.
Recent Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations (ARO), which became effective for the Company for the fiscal year ended July 31, 2003. SFAS No. 143 requires that contractual obligations associated with the retirement of tangible long-lived assets be recorded as a liability when those obligations are incurred, with the amount of the liability measured at discounted fair value. The ARO would be capitalized and depreciated over the useful life of the related asset. Upon adoption of the final statement, an entity will use a cumulative-effect approach to recognize transition amounts for existing ARO liabilities, asset retirement costs, and accumulated depreciation. Adoption of this statement did not materially impact the Company's financial statements.
In 2002, the FASB issued SFAS No. 146, Accounting for Exit or Disposal Activities, which requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. This statement did not have a significant impact on the Company's financial statements.
The FASB issued interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees including Indirect Guarantees of Indebtedness of Others (FIN No. 45), in late 2002. FIN No. 45 requires the fair-value measurement and recognition of a liability for the issuance of certain guarantees issued or modified on January 1, 2003 or after. The Company has considered the enhanced disclosure requirements required by FIN No. 45. Implementation of the fair-value measurement and recognition provisions of FIN No. 45 in 2003 did not have a material impact on the Company's financial statements.
In addition, in January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN No. 46). FIN No. 46 provides guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights; such entities are known as variable-interest entities (VIEs). This interpretation applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that is acquired before February 1, 2003. Certain provisions of FIN 46 were deferred but are not applicable to the Company. Implementation of FIN No. 46 in 2003 did not have a material impact on the Company's financial statements.
Critical Accounting Policies and Use of Estimates
Management's discussion and analysis of financial condition and results of operations discusses the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United State of America. The preparation of these statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its critical accounting policies and estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts, income taxes, impairment of long-lived assets and contingencies. See Footnote No. 2 "Summary of Significant Accounting Policies." Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Management believes the following accounting policies involve its more significant judgments and estimates used in the preparation of its consolidated financial statements. The Company maintains reserves for cost disallowances on its cost based contracts as a result of government audits. However, final rates have not been negotiated under these audits since 1989. The Company has estimated its exposure based on completed audits, historical experience and discussions with the government auditors. The Company recorded an impairment loss on its shrimp farm operation in fiscal year 2003. An estimate of the fair value of its assets was made based on external appraisals of the land and buildings and internal estimates of the realizable value of the equipment. If these estimates or their related assumptions change, the Company may be required to record additional impairment losses for its shrimp farm operation or additional charges for disallowed costs on its government contracts.
Changes in Corporate Entities
On May 3, 2004 the Company’s sixty-percent owned subsidiary, Walsh Environmental Scientists and Engineers, LLC (Walsh), acquired a sixty-percent interest in Gustavson Associates, LLC (GAL). Walsh paid $150,000 for its interest in GAL. GAL is an independent oil and minerals consultancy providing services to banks, investors, government agencies and industrial clients around the world. Walsh obtained independent valuations to determine opening balance sheet values. Walsh began consolidating the balance sheet and operating results of GAL with its own since the date of acquisition. Walsh’s consolidated financial statements are consolidated with the Company’s. No proforma statements have been provided due to the relative insignificance of this transaction.
On the 8th of January 2004 the Company entered into an agreement to grant a forty-eight percent stake in its Brazilian subsidiary, Ecology and Environment do Brasil, Ltda. (a limited partnership), to three new partners. The new partners are responsible for the in-country marketing and operations of the subsidiary. Any previous earnings, assets and liabilities remained with Ecology and Environment, Inc. The new partners have contributed their business contacts and talented staff from their old firm. The Company has provided an eighty thousand dollar capital contribution to move the office operations from Sao Paulo to Rio de Janeiro. Rio de Janeiro is where the Company believes it will have a more strategic location to market its target clients.
Inflation
Inflation has not had a material impact on the Company’s business because a significant amount of the Company’s contracts are either cost based or contain commercial rates for services that are adjusted annually.
Item 7a.
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company may have exposure to market risk for change in interest rates, primarily related to its investments. The Company does not have any derivative financial instruments included in its investments. The Company invests only in instruments that meet high credit quality standards. The Company is averse to principal loss and ensures the safety and preservation of its invested funds by limiting default risk, market risk and reinvestment risk. As of July 31, 2004, the Company's investments consisted of short-term commercial paper and mutual funds. The Company does not expect any material loss with respect to its investments.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors
and Shareholders of
Ecology and Environment, Inc.
In our opinion, the consolidated financial statements listed in the indexappearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Ecology and Environment, Inc. and its subsidiaries at July 31, 2004 and 2003, and the results oftheiroperations and theircash flows for each of the three years in the period ended July 31, 2004 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the indexappearing under Item 15(a)(2)presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidatedfinancial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Buffalo, New York
October 28, 2004
ECOLOGY AND ENVIRONMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
Ecology and Environment, Inc. (the Company) is an environmental consulting and testing firm whose underlying philosophy is to provide a broad range of environmental consulting services worldwide so that sustainable economic and human development may proceed with minimum negative impact on the environment. These services include environmental audits and impact assessments, hazardous material site evaluations and response programs, water and groundwater monitoring, laboratory analyses, environmental infrastructure planning and many other projects provided by the Company's multidisciplinary professional staff. Gross revenues reflected in the Company's consolidated statement of income represent services rendered for which the Company maintains a primary contractual relationship with its customers. Included in gross revenues are certain services outside the Company's normal operations which the Company has elected to subcontract to other contractors. The costs relative to such subcontract services are deducted from gross revenues to derive net revenues.
During fiscal years ended July 31, 2004, 2003 and 2002, the percentage of total net revenues derived from contracts exclusively with the United States Environmental Protection Agency (EPA) were 12%, 16% and 16%, respectively. The Company's Superfund Technical Assessment and Response Team (START) contracts accounting for the majority of the EPA net revenue. The percentage of net revenues derived from contracts with the United States Department of Defense (DOD) were 14%, 17% and 17% for fiscal years ended July 31, 2004, 2003 and 2002, respectively. The contracts in Saudi Arabia provided net revenues of 19%, 13% and 11% for fiscal years ended July 31, 2004, 2003 and 2002, respectively. The contracts in Kuwait accounted for 11% of total net revenues for both fiscal year 2004 and 2003.
2. Summary of Significant Accounting Policies
a. Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned and majority owned subsidiaries. Also reflected in the financial statements is the 50% ownership in two Chinese operating joint ventures, Beijing Yi Yi Ecology and Engineering Co. Ltd. and the Tianjin Green Engineering Company. These joint ventures are accounted for under the equity method. All significant intercompany transactions and balances have been eliminated. Certain amounts in the prior years' consolidated financial statements and notes have been reclassified to conform with the current year presentation.
b. Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.
c. Reclassifications
Certain prior year amounts were reclassified to conform to the 2004 financial statement presentation.
d. Revenue recognition
The majority of the Company's revenue is derived from environmental consulting work, with the balance derived from sample analysis (E & E Analytical Services Center) and aquaculture. The consulting revenue is principally derived from the sale of labor hours. The consulting work is performed under a mix of fixed price, cost-type, and time and material contracts. Contracts are required from all customers. Revenue is recognized as follows:
Substantially all of the Company's cost-type work is with federal governmental agencies and, as such, is subject to audits after contract completion. Provisions for adjustments to the revenue accrued under these cost-type contracts are provided for on an annual basis based on past settlement history. Government audits have been completed through fiscal year 2000 and are currently in process for fiscal year 2001. However, final rates have not been negotiated under these audits since 1989. The majority of the balance in the allowance for contract adjustments accounts represent a reserve against possible adjustments for the fiscal years 1990-2004.
Deferred revenue balances of $1.2 million and $11.2 million at July 31, 2004 and 2003, respectively, represent net advances received under the Saudi and Kuwait contracts. Those advances are amortized against future progress billings over the respective contract periods.
e. Investment securities
Investment securities have been classified as available for sale and are stated at estimated fair value. Unrealized gains or losses related to investment securities available for sale are reflected in accumulated other comprehensive income, net of applicable income taxes in the consolidated balance sheet and statement of changes in shareholders' equity. The cost of securities sold is based on the specific identification method.
f. Property, building and equipment, depreciation and amortization
Property, building and equipment are stated at cost. Office furniture and all equipment are depreciated on the straight-line method for book purposes, excluding computer equipment which is depreciated on the accelerated method for book purposes, and on accelerated methods for tax purposes over the estimated useful lives of the assets (three to seven years). The headquarters building is depreciated on the straight-line method for both book and tax purposes over an estimated useful life of 32 years. Its components are depreciated over their estimated useful lives ranging from 7 to 15 years. The analytical services center building and warehouse is depreciated on the straight-line method over an estimated useful life of 40 years for both book and tax purposes. Leasehold improvements are amortized for book purposes over the terms of the leases or the estimated useful lives of the assets, whichever is shorter. Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures for improvements are capitalized. When property or equipment is retired or sold, any gain or loss on the transaction is reflected in the current year's earnings.
g. Fair value of financial instruments
The carrying amount of cash and cash equivalents, contracts receivable and accounts payable at July 31, 2004 and 2003 approximate fair value. The amortized cost and estimated fair value of investment securities available for sale are fully described in Note 4. Long-term debt consists of capitalized equipment leases. Based on the Company's assessment of the current financial market and corresponding risks associated with the debt, management believes that the carrying amount of long-term debt at July 31, 2004 and July 31, 2003 approximates fair value.
h. Translation of foreign currencies
The financial statements of foreign subsidiaries where the local currency is the functional currency are translated into U.S. dollars using exchange rates in effect at period end for assets and liabilities and average exchange rates during each reporting period for results of operations. Translation adjustments are deferred in accumulated other comprehensive income.
The remeasurement of local currencies into U.S. dollars creates translation adjustments which are included in net income. There were no highly inflationary economy translation adjustments for fiscal years 2002 - 2004. Management has also estimated and recorded in the current tax accounts the benefits attributable to the extraterritorial income tax deduction.
i. Income taxes
The Company follows the asset and liability approach to account for income taxes. This approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Although realization is not assured, management believes it is more likely than not that the recorded net deferred tax assets will be realized. Since in some cases management has utilized estimates, the amount of the net deferred tax asset considered realizable could be reduced in the near term. No provision has been made for United States income taxes applicable to undistributed earnings of foreign subsidiaries as it is the intention of the Company to indefinitely reinvest those earnings in the operations of those entities.
j. Pension costs
The Company has a non-contributory defined contribution plan providing deferred benefits for substantially all of the Company's employees. The Company also has a supplemental defined contribution plan to provide deferred benefits for senior executives of the Company. The annual expense of the Company's supplemental defined contribution plan is based on a percentage of eligible wages as authorized by the Company's Board of Directors. Benefits under this plan are funded as accrued.
The Company does not offer any benefits that would result in a liability under either SFAS No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions" or SFAS No. 112 "Employers' Accounting for Post Employment Benefits."
k. Stock based compensation
The Company has elected to continue measuring compensation costs for employee stock based compensation arrangements using the method prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees" as permitted by SFAS No. 123 "Accounting for Stock Based Compensation." In accordance with APB Opinion No. 25, compensation expense is not recognized for stock option awards to employees under the Company's stock option plan since the exercise price of options granted is equal to or greater than the market price of the underlying stock at the date of grant.
The Company estimates that if it elected to measure compensation cost for employee stock based compensation arrangements under SFAS No. 123, it would not have caused net income and earnings per share for fiscal years 2002 - 2004 to be materially different from their reported amounts.
l. Earnings per share
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. See Footnote No. 14.
m. Comprehensive Income
Comprehensive income is defined as "the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources." The term "comprehensive income" is used to describe the total net earnings plus other comprehensive income. For the Company, other comprehensive income includes currency translation adjustments on foreign subsidiaries and unrealized gains or losses on available-for-sale securities.
n. Segment reporting
In 1999, the Company adopted FASB Statement No. 131 ("SFAS No. 131") "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 supersedes SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise," replacing the "industry segment" approach with the "management" approach. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company's reportable segments. SFAS No. 131 also requires disclosures about products and services, geographic areas, and major customers. The adoption of SFAS No. 131 did not affect results of operations or financial position but did affect the disclosure of segment information.
o. Impairment of Long-Lived Assets
The Company accounts for impairment of long-lived assets in accordance with State of Financial Accounting Standards (SFAS) No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 required that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company assesses recoverability of the carrying value of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value. The Company recognized an impairment loss of $5,007,364 ($3,010,005 net of tax) on its shrimp farm operations in FY 2003. An impairment loss of 442,000 ($139,000 net of minority interest and tax) was recognized in fiscal year 2004 for the long-term assets at the Company's fish farm operations in Jordan. The impaired assets consist of buildings, improvements and equipment which will continue to be held for use.
3. Cash and Cash Equivalents
The Company's policy is to invest cash in excess of operating requirements in income-producing short-term investments. At July 31, 2004 and 2003, short-term investments consist of commercial paper and money market funds and are carried at cost. Short-term investments amounted to approximately $51,000 and $51,000 at July 31, 2004 and 2003, respectively, and are reflected in cash and cash equivalents in the accompanying consolidated balance sheet and statement of cash flows.
For purposes of the consolidated statement of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Cash paid for interest amounted to $138,550, $155,517 and $19,655 in fiscal years 2004, 2003 and 2002, respectively. Cash paid for income taxes amounted to $2,321,379, $761,309 and $1,593,592 in fiscal years 2004, 2003 and 2002, respectively.
4. Investment Securities
The amortized cost and estimated fair values of investment securities were as follows:
The amortized cost and estimated fair value of debt securities available for sale by contractual maturity as of July 31, 2004 were as follows:
During fiscal year 2004, the Company sold mutual funds valuing $3,899,300. There were no sales of investment securities recorded in fiscal years 2003 and 2002. The unrealized investment securities gain and unrealized investment securities loss, net of applicable income taxes, at July 31, 2004 and 2003 of $6,501 and $76,949, respectively, are reflected in accumulated other comprehensive income in the consolidated balance sheet.
5. Contract Receivables, net
United States government receivables arise from long-term U.S. government prime contracts and subcontracts. Unbilled receivables result from revenues which have been earned, but are not billed as of period-end. The above unbilled balances are comprised of incurred costs plus fees not yet processed and billed; and differences between year-to-date provisional billings and year-to-date actual contract costs incurred and fees earned of approximately $465,000 at July 31, 2004 and $33,000 at July 31, 2003. Management anticipates that the July 31, 2004 unbilled receivables will be substantially billed and collected in fiscal year 2005. Included in the balance of receivables for industrial customers and state and municipal customers are receivables due under the contracts in Saudi Arabia and Kuwait of $16.2 million and $17.4 million at July 31, 2004 and 2003, respectively. Within the above billed balances are contractual retainages in the amount of approximately $544,000 at July 31, 2004 and $496,000 at July 31, 2003. Management anticipates that the July 31, 2004 retainage balance will be substantially collected in fiscal year 2005. Included in other accrued liabilities is an additional allowance for contract adjustments relating to potential cost disallowances on amounts billed and collected in current and prior years' projects of approximately $2.2 million at July 31, 2004 and $1.7 million at July 31, 2003. An allowance for contract adjustments is recorded for contract disputes and government audits when the amounts are estimatable.
The contracts in Saudi Arabia are through the Company's majority owned (66 2/3%) subsidiary Ecology and Environment of Saudi Arabia Co., LTD. (EESAL). The Company has an agreement with its minority shareholder to divide any profits in EESAL from the current contracts equally, and to pay to the minority shareholder a commission of 5% of the total contract values. The commission and additional profit sharing covers on-going representation in the Kingdom, logistical support including the negotiation and procurement of Saudi national personnel, facilities, equipment, licenses, permits, and any other support deemed necessary in the implementation and performance of the Saudi contracts. As of July 31, 2004, the Company has incurred expense of $1,835,000 (944,000 in fiscal year 2004, $505,000 in fiscal year 2003 and $386,000 in fiscal year 2002) under the terms of this commission agreement.
6. Property, Building and Equipment, net
7. Line of Credit
The Company maintains an unsecured line of credit available for working capital and letters of credit of $20 million with a bank at ½% below the prevailing prime rate. A second line of credit has been established at another bank for up to $13.5 million exclusively for letters of credit. At July 31, 2004 and 2003, respectively, the Company had letters of credit outstanding totaling $8,765,752 and $16,822,254, respectively. At July 31, 2004, there were no borrowings for working capital against the line of credit.
The Company has re-negotiated its covenants under its bank line of credit agreements and is in compliance with all such covenants at July 31, 2004.
For fiscal year 2003 the Company had obtained two waivers from covenants under one of its bank line of credit agreements. The waivers were necessary as a result of the reported impairment loss of the shrimp farm operation and the $2.1 million bank overdraft in one of the Company's foreign bank accounts. The first waiver reduced the required minimum tangible net worth from $43.0 million to $39.0 million excluding Accumulated Other Comprehensive Income and intangible assets. Tangible net worth at July 31, 2003 as defined by the covenant is $40.0 million. The second waiver eliminates the minimum current ratio required (defined as total current assets less deferred income taxes minus total current liabilities) of 1.8:1 for the fiscal year ended July 31, 2003. The current ratio at July 31, 2003 as defined by the covenant is 1.69:1.
8. Debt and Capital Lease Obligations
Debt inclusive of capital lease obligations at July 31, 2004 consists of the following:
The aggregate maturities of long-term debt and capital lease obligations at July 31, 2004 and July 31, 2003 are as follows:
(a) Consists of an interest free overdraft in a foreign bank account which was eliminated by subsequent deposits in the amount of $2.9 million several days after fiscal year end.
9. Income Taxes
Income from continuing operations, net of minority interests, before provision for income taxes consists of:
The income tax provision (benefit) from continuing operations, net of minority interests, consists of the following:
The provision for income taxes on income from continuing operations, net of minority interests, differs from the federal statutory rate due to the following:
Deferred tax assets (liabilities) are comprised of the following:
The Company has not recorded income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. At July 31, 2004, these amounts, net of applicable foreign tax credits, were not material.
10. Shareholders' Equity
a. Class A and Class B common stock
The relative rights, preferences and limitations of the Company's Class A and Class B common stock can be summarized as follows: Holders of Class A shares are entitled to elect 25% of the Board of Directors so long as the number of outstanding Class A shares is at least 10% of the combined total number of outstanding Class A and Class B common shares. Holders of Class A common shares have one-tenth the voting power of Class B common shares with respect to most other matters.
In addition, Class A shares are eligible to receive dividends in excess of (and not less than) those paid to holders of Class B shares. Holders of Class B shares have the option to convert at any time, each share of Class B common stock into one share of Class A common stock. Upon sale or transfer, shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock, except that sales or transfers of Class B common stock to an existing holder of Class B common stock or to an immediate family member will not cause such shares to automatically convert into Class A common stock.
b. Incentive stock compensation
Under the Company's incentive stock option plan (the "plan"), key employees, including officers of the Company, were granted options to purchase shares of Class A Common stock at an option price of at least 100% of the shares' fair market value at the date of grant. Shares become exercisable after a minimum holding period of five years from the date of grant and expire after a period of ten years from the date of grant. A total of 209,390 shares were granted under the plan. The plan was terminated in March of 1996.
Activity under the plan is as follows:
Of the 20,450 options outstanding at July 31, 2004, 8,300 have an exercise price of $9.00 per share and a contractual life of .4 years and 12,150 have an exercise price of $7.25 per share and a contractual life of 1.4 years.
The Company estimates that if it elected to measure compensation cost for employee stock based compensation arrangements under SFAS No. 123, it would not have caused net income and earnings per share for fiscal years 2002 - 2004 to be materially different from their reported amounts.
c. Stock Award Plan
Effective March 16, 1998, the Company adopted the Ecology and Environment, Inc. 1998 Stock Award Plan (the “1998 Plan”). To supplement the 1998 Plan the 2003 Stock Award Plan (the "2003 Plan") was approved by the shareholders at the annual meeting held in January 2004 (the 1998 Plan and the 2003 Plan collectively referred to as the “Award Plan”). The 2003 Plan was approved retroactive to October 16, 2003 and will terminate on October 15, 2008. Under the Award Plan key employees (including officers) of the Company or any of its present or future subsidiaries may be designated to receive awards of Class A common stock of the Company as a bonus for services rendered to the Company or its subsidiaries, without payment therefore, based upon the fair market value of the common stock at the time of the award. The Award Plan authorizes the Company’s board of directors to determine for what period of time and under what circumstances awards can be forfeited.
The Company issued 47,795 shares in January 2004, 38,712 shares in fiscal year 2003, and 50,242 shares in fiscal year 2002 pursuant to the Award Plan. Unearned compensation is recorded at the time of issuance and is being amortized over the vesting period.
11. Shareholders' Equity - Restrictive Agreement
Messrs. Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel entered into a Stockholders' Agreement in 1970 which governs the sale of an aggregate of $1,167,068 shares Class B Common Stock owned by them and the former spouse of one of the individuals and the children of the individuals. The agreement provides that prior to accepting a bona fide offer to purchase all or any part of their shares, each party must first allow the other members to the agreement the opportunity to acquire on a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed by the offer.
12. Lease Commitments
The Company rents certain office facilities and equipment under non-cancelable operating leases. The Company also rents certain facilities for servicing project sites over the term of the related long-term government contracts. These contracts provide for reimbursement of any remaining rental commitments under such lease agreements in the event that the government terminates the contract
At July 31, 2004, future minimum rental commitments, net of estimated amounts allocable to government contracts with rental cost reimbursement clauses, were as follows:
Gross rental expense under the above lease commitments for 2004, 2003, and 2002 was $2,975,352, $2,866,604 and $2,459,049, respectively.
13. Defined Contribution Plans
Contributions to the defined contribution plan and supplemental retirement plan are discretionary and determined annually by the Board of Directors. The total expense under the plans for fiscal years 2004, 2003, and 2002 was $1,451,419, $1,359,740, and $1,310,417, respectively.
14. Earnings Per Share
The computation of basic earnings per share reconciled to diluted earnings per share follows:
At July 31, 2004 and July 31, 2003, there were 20,450 and 33,390 stock options outstanding with an exercise price ranging from $7.25 to $9.00, which was not included in the above calculations due to their antidilutive nature.
15. Commitments and Contingencies
Certain contracts contain termination provisions under which the customer may, without penalty, terminate the contracts upon written notice to the Company. In the event of termination, the Company would be paid only termination costs in accordance with the particular contract.
One of the Company's majority owned subsidiaries is a co-defendant in a lawsuit connected to work performed on a remediation project at a mine site. The plaintiffs have filed for damages of approximately $35 million. The subsidiary maintains a $6 million insurance policy applicable to this claim. The insurance company is defending the claim. At this time the case is in the beginning stages of discovery and the trial is not scheduled to begin until November 2005. The subsidiary company intends to vigorously defend this case.
The Company is involved in other litigation arising in the normal course of business. In the opinion of management, any adverse outcome to this litigation would not have a material impact on the financial results of the Company.
16. Acquisitions
On May 3, 2004 the Company's sixty-percent owned subsidiary, Walsh Environmental Scientists and Engineers, LLC (Walsh), acquired a sixty-percent interest in Gustavson Associates, LLC (GAL). Walsh paid $150,000 for its interest in GAL. GAL is an independent oil and minerals consultancy providing services to banks, investors, government agencies and industrial clients around the world. Walsh began consolidating the balance sheet and operating results of GAL with its own since the date of acquisition. Walsh's consolidated financial statements are consolidated with the Company's.
This acquisition has been accounted for under the purchase method with the results of their operations consolidated with the Company's results of operations from the acquisition date. No proforma statements have been provided due to the relative insignificance of this transaction.
17. Transfer of Ownership Interest in Ecology and Environment do Brasil Ltda.
On the 8th of January 2004 the company entered into an agreement to grant a forty-eight percent stake in its Brazilian subsidiary, Ecology and Environment do Brasil, Ltda. (a limited partnership), to three new partners. The new partners are responsible for the in-country marketing and operations of the subsidiary. Any previous earnings, assets and liabilities remained with Ecology and Environment, Inc. The new partners have contributed their business contacts and talented staff from their old firm. The Company has provided an eighty thousand dollar capital contribution to move the office operations from Sao Paulo to Rio de Janeiro. Rio de Janeiro is where the company believes it will have a more strategic location to market its target clients.
18. Goodwill
In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. Statement No. 141 requires that all business combinations initiated after June 30, 2001, be accounted for using the purchase method of accounting. Statement No. 142 discusses how intangible assets that are acquired should be accounted for in financial statements upon their acquisition and also how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. Beginning on August 1, 2001 with the adoption of Statement No. 142, goodwill existing on July 31, 2001, is no longer being amortized. Rather the goodwill is subject to an annual assessment for impairment. During fiscal year 2004, this test did not result in any charges. The adoption of SFAS No. 142 did not have a material impact on the Company's financial statements.
19. Shrimp Farm - Discontinued Operations
During the fourth quarter of fiscal year 2003, the Company made the decision to discontinue its shrimp farm operation, Frutas Marinas S.A. The farm had failed to achieve planned production estimates. Operations management was unable to control repeated outbreaks of disease, primarily White Spot Syndrome Virus, resulting in repeated operating losses for the last three years and depressed selling prices for shrimp. The Company made the decision to terminate operations at its Board of Directors' meeting in July 2003 and is committed to sell the assets.
In accordance with Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company reviewed the assets of Frutas Marinas S.A. to determine the extent of the impairment loss in the carrying value of the assets. The Company reports results of operations for the shrimp farm under its Aquaculture Segment. The Company is committed to marketing the sale of its farm for its highest and best value. The Company has estimated the fair value of its assets primarily based on external appraisals of the property and buildings for general farm use due to anticipated difficulty in selling the property as a shrimp farm operation because of lack of a profitable operating history. As a result, the Company has recognized an impairment loss of $5,007,364.
Operating results for the discontinued Frutas Marinas S.A. are as follows:
20. Impairment of Long-Lived Assets
The Company has recognized an impairment loss of $442,000 ($139,000 net of minority interest and taxes) in fiscal year 2004 for the long-lived assets at its fish farm operations, American Arab Aquaculture Company (AMARACO), located in Jordan. The Company reports results of this fish farm operation under its Aquaculture Segment. The Company has determined that an impairment loss is necessary due to the uncertainty that AMARACO will generate future net cash flows sufficient to recover the carrying value of its long-lived assets. AMARACO was initially purchased in July 2001 and has not generated operating income to date. The future operation of the farm is predicated on an agreement with the Company's partners for an additional capital infusion in the range of $300,000 for working capital. Due to the current uncertainty regarding this agreement and its impact on the future viability of the farm, the Company has recognized an impairment loss.
21. Segment Reporting
Ecology and Environment, Inc. has three reportable segments: consulting services, analytical laboratory services, and aquaculture. The consulting services segment provides broad based environmental services encompassing audits and impact assessments, surveys, air and water quality management, environmental engineering, environmental infrastructure planning, and industrial hygiene and occupational health studies to a world wide base of customers. The analytical laboratory provides analytical testing services to industrial and governmental clients for the analysis of waste, soil and sediment samples. The shrimp aquaculture facility, located in Costa Rica, and the fish farm located in Jordan, produce shrimp and tilapia respectively. Both products are grown in a controlled environment for markets worldwide. The aquaculture segment results for fiscal year 2003 includes an impairment loss of $5.0 million ($3.0 million net of tax) as a result of the Company's decision to cease operations of its shrimp farm operation. The assets are treated as "held for sale" in the accompanying financial statements.
The Company evaluates segment performance and allocates resources based on operating profit before interest income/expense and income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intercompany sales from the analytical services segment to the consulting segment are recorded at market selling price, intercompany profits are eliminated. The Company's reportable segments are separate and distinct business units that offer different products. Consulting services are sold on the basis of time charges while analytical services and aquaculture products are sold on the basis of product unit prices.
Reportable segments for the fiscal year ended July 31, 2004 are as follows:
(1) Net revenue of $13,641 from discontinued operations is excluded from this table. (sale of remaining inventories and miscellaneous supplies)
(2) Net revenues are attributed to countries based on the location of the customers. Net revenues in foreign countries includes $16.6 million in Saudi Arabia and $10.0 million in Kuwait.
Reportable segments for the fiscal year ended July 31, 2003 are as follows:
(1) Net revenue of $1,262,021 and depreciation expense of $251,481 from discontinued operations is excluded from this table.
(2) Net revenues are attributed to countries based on the location of the customers. Net revenues in foreign countries includes $11.4 million in Saudi Arabia and $9.8 million in Kuwait.
Reportable segments for the fiscal year ended July 31, 2002 are as follows:
(1) Net revenue of $893,181 and depreciation expense of $220,492 from discontinued operations is excluded from this table.
(2) Net revenues are attributed to countries based on the location of the customers. Net revenues in foreign countries includes $8.1 million in Saudi Arabia and $3.2 million in Kuwait.
22. Subsequent Events
In October 2004, Congress passed, and the President signed into law, the American Jobs Creation Act of 2004 (the "Act"). Some key provisions of the Act affecting the Company are the repeal of the United States export tax incentive known as the extraterritorial income exclusion (EIE), the implementation of a domestic manufacturing deduction, and the one-time favorable dividend provisions. The Company is still assessing the impact of the Act. The EIE is phased out over the calendar years 2005 and 2006 with an exemption for binding contracts with unrelated persons entered into before September 18, 2003. These phase-out provisions will allow the Company to maintain an EIE deduction of an undeterminable amount through fiscal year 2007. The Company believes that it will accrue some benefits from the domestic manufacturing deduction, although such benefits cannot be quantified at this time. The domestic manufacturing deduction will be phased in over a six-year period beginning with the Company's fiscal year 2005. The Company is also evaluating the impact of the dividend provisions. As of July 31, 2004 and based on the tax laws in effect at that time, it is the Company's intention to continue to indefinitely reinvest undistributed foreign earnings and accordingly, no deferred tax liability has been recorded in connection therewith.
On October 25, 2004 the Company announced the declaration of a $.17 dividend payable on or before January 15, 2005 to shareholders of both Class A and Class B common stock on record as of December 17, 2004.
ECOLOGY AND ENVIRONMENT, INC.
SCHEDULE VIII
Allowance for Doubtful Accounts
Years Ended July 31, 2004, 2003, and 2002
Selected quarterly financial data (unaudited)
(In thousands, except per share information)
Item 9.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
Item 9A.
Item 9A. CONTROLS AND PROCEDURES
Company management, with the participation of the chief executive officer and chief financial officer, evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of July 31, 2004. In designing and evaluating the Company's disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the Company's chief executive officer and chief financial officer concluded that, as of July 31, 2004, the Company's disclosure controls and procedures were (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to its chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms. There have been no significant changes in internal controls over financial reporting during the fourth quarter of fiscal 2004.
Item 9B.
Item 9B. OTHER INFORMATION
None to report.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages and positions of the Directors and executive officers of the Company.
Each Director is elected to hold office until the next annual meeting of shareholders and until his successor is elected and qualified. Executive officers are elected annually and serve at the discretion of the Board of Directors.
Mr. Neumaier is a founder of the Company and has served as the President and a Director since its inception in 1970. Mr. Neumaier has a B.M.E. in engineering and a M.A. in physics.
Mr. Silvestro is a founder of the Company and has served as a Vice President and a Director since its inception in 1970. In August 1986, he became Executive Vice President. Mr. Silvestro has a B.A. in physics and an M.A. in biophysics.
Mr. Strobel is a founder of the Company and has served as a Vice President and a Director since its inception in 1970. In August 1986, he became Executive Vice President of Technical Services. Mr. Strobel is a registered Professional Engineer with a B.S. in civil engineering and a M.S. in sanitary engineering.
Mr. Frank is a founder of the Company and has served as Secretary, Treasurer, Vice President of Finance and a Director since its inception in 1970. In August 1986, he became Executive Vice President of Finance. Mr. Frank has a B.S. in engineering and a M.S. in biophysics.
Mr. Gallagher joined the Company in 1972. In March 1979, he became a Vice President of Special Projects and in February, 1986 he became a Director. Mr. Gallagher is in charge of quality assurance for hazardous substance projects. In August 1986, he became a Senior Vice President of Special Projects. Mr. Gallagher has a B.S. in physics. Mr. Gallagher retired as an officer of the Company in February 2001.
Mr. Gray joined the Company in 1970 as an engineer. In 1980, he became Vice President and in August 1986 he became a Senior Vice President. Mr. Gray holds a B.S. in engineering.
Mr. Brickman joined the Company in 1971. He became Vice President in April 1988 and became a Senior Vice President in August, 1994. Mr. Brickman has a B.S., M.S. and Ph.D. in biology.
Mr. Gross has been a Director of the Company since its inception in 1970. Mr. Gross is an independent insurance broker and a capital financing consultant.
Mr. Cellino has been a Director of the Company since its inception in 1970. Mr. Cellino is an attorney and counselor-at-law retired from private practice.
Mr. Butler was appointed as a Director representing Class A shareholders by the remaining members of the Board of Directors of the Company on September 5, 2003 to fill the vacancy left by the resignation of Brent Baird until the next annual meeting of shareholders. Mr. Butler is a retired bank executive with 38 years of experience as a senior bank officer concentrating in business lending and finance.
The Board of Directors has designated that Mr. Butler is the audit committee financial expert serving on its audit committee. Mr. Butler is independent, as that term is used in Item 7(d)(3)(iv) of Schedule 14A of the Securities Exchange Act Regulations.
The Company has a separately-designated standing audit committee established in accordance with section 3 (a) 58 (A) of the Securities Exchange Act of 1934 and the American Stock Exchange Requirements. The members of the audit committee are Timothy Butler, Ross M. Cellino, and Harvey J. Gross.
The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and controller, as well as all other employees and the directors of the Company. The code of ethics, which the Company calls its Code of Business Conduct and Ethics, is filed as an exhibit to this annual report on Form 10-K and posted on the Company's website at www.ene.com. If the Company makes any substantive amendments to, or grants a waiver (including an implicit waiver) from, a provision of its code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the Company will disclose the nature of such amendment or waiver in a current report on Form 8-K.
Item 11.
Item 11. EXECUTIVE COMPENSATION
There is shown below information concerning the annual and long-term compensation for services in all capacities to the Company for the fiscal years ended July 31, 2002, 2003 and 2004 of those persons who were at July 31, 2004 (i) the chief executive officer and (ii) the four other most highly compensated executive officers with annual salary and bonus for the fiscal year ended July 31, 2004 in excess of $100,000. In this report, the five persons named in the table below are referred to as the "Named Executives."
(1) Amounts earned for bonus compensation determined by the Board of Directors.
(2) Represents group term life insurance premiums, contributions made by the Company to its Defined Contribution Plan and Defined Contribution Plan SERP accruals on behalf of each of the Named Executives.
(3) As of July 31, 2004, there were 500 shares of the Company's Class A Common Stock which was restricted stock issued pursuant to the Company's Stock Award Plan issued to Roger Gray having a value of $4,525 as of July 31, 2004.
* For the period beginning November 2001 through June 30, 2003, Mr. Gray was on an assignment in Saudi Arabia as Project Manager of the Company's work there. The Board of Directors has approved a special cost of living adjustment and completion bonus for Mr. Gray amounting to approximately 40% of base salary earned annually.
None of the Company's executive officers have employment agreements. Directors who are not employees of the Company are paid an annual fee of $27,537 payable quarterly.
Compensation Pursuant to Plans
Defined Contribution Plan. The Company maintains a Defined Contribution Plan ("the DC Plan") which is qualified under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") pursuant to which the Company contributes an amount not in excess of 15% of the aggregate compensation of all employees who participate in the DC Plan. All employees, including the executive officers identified under "Executive Compensation", are eligible to participate in the plan, provided that they have attained age 21 and completed one year of employment with at least 1,000 hours of service. The amounts contributed to the plan by the Company are allocated to participants based on a ratio of each participant's points to total points of all participants determined as follows: one point per $1,000 of compensation plus two points per year of service completed prior to August 1, 1979, and one point for each year of service completed after August 1, 1979.
Supplemental Retirement Plan. In April 1994, the Board of Directors of the Company, in response to changes in the tax code, voted to establish a Supplemental Executive Retirement Plan ("SERP") for purposes of providing retirement benefits to employees including officers of the Company whose retirement benefits under the DC Plan are reduced as a result of the compensation limitation imposed by the tax code change. This plan is a non-qualified plan which provides benefits that would have been lost from the DC Plan due to the imposition of the compensation restriction.
Stock Award Plan
Effective March 16, 1998, the Company adopted the Ecology and Environment, Inc. 1998 Stock Award Plan (the “1998 Plan”). To supplement the 1998 Plan the 2003 Stock Award Plan (the "2003 Plan") was approved by the shareholders at the annual meeting held in January 2004 (the 1998 Plan and the 2003 Plan collectively referred to as the “Award Plan”). The 2003 Plan was approved retroactive to October 16, 2003 and will terminate on October 15, 2008. Under the Award Plan key employees (including officers) of the Company or any of its present or future subsidiaries may be designated to receive awards of Class A common stock of the Company as a bonus for services rendered to the Company or its subsidiaries, without payment therefore, based upon the fair market value of the common stock at the time of the award. The Award Plan authorizes the Company’s board of directors to determine for what period of time and under what circumstances awards can be forfeited.
The Award Plan is not a qualified plan under Section 401(a) of the Internal Revenue Code. The plan permits grants of the award for a period of five (5) years from the date of adoption. As of July 31, 2004, awards for 212,976 shares of Class A common stock have been granted under both plans.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of September 30, 2004, the number of outstanding shares of Class A Common Stock and Class B Common Stock of the Company beneficially owned by each person known by the Company to be the beneficial owner of more than 5 percent of the then outstanding shares of Common Stock:
* See Footnotes in next table
(1) The address for Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel is c/o Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086, unless otherwise indicated. The address for Franklin Resources, Inc. is 901 Mariners Island Blvd., 6th Floor, San Mateo, California 94404. The address for The Cameron Baird Foundation is c/o Kavinoky & Cook, LLP, 726 Exchange Street, Suite 600, Buffalo, New York 14210. The address for First Carolina Investors, Inc. is 1130 East Third Street, Suite 400, Charlotte, North Carolina 28204. The address for E*Capital Corporation is 1000 Wiltshire Blvd., Los Angeles, CA 90017-2459 and the address for Edward W. Wedbush is P.O. Box 30014, Los Angeles, CA 90030-0014.
(2) Each named individual or corporation is deemed to be the beneficial owners of securities that may be acquired within 60 days through the exercise of exchange or conversion rights. The shares of Class A Common Stock issuable upon conversion by any such shareholder are not included in calculating the number of shares or percentage of Class A Common Stock beneficially owned by any other shareholder.
(3) There are 2,444,445 shares of Class A Common Stock issued and outstanding and 1,643,045 shares of Class B Common Stock issued and outstanding as of September 30, 2004. The figures in the "as adjusted" columns are based upon these totals and except as set forth in the preceding sentence, upon the assumptions described in footnote 2 above.
(4) Includes 82,000 shares owned by Edward W. Wedbush.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of the Company's Class A Common Stock and Class B Common Stock as of September 30, 2004, by (i) each Director of the Company and (ii) all Directors and officers of the Company as a group.
* Less than 0.1%
1. The address of each of the above shareholders is c/o Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086.
2. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the vote) or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through any contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, the shareholders identified in this table have sole voting and investment power of the shares beneficially owned by them.
3. Each named person and all Directors and officers as a group are deemed to be the beneficial owners of securities that may be acquired within 60 days through the exercise of exchange or conversion rights. The shares of Class A Common Stock issuable upon conversion by any such shareholder are not included in calculating the number of shares or percentage of Class A Common Stock beneficially owned by any other shareholder. Moreover, the table gives effect to only 3,000 shares of Class A Common Stock of the total 20,450 shares of Class A Common Stock that may be issued pursuant to the Company's Incentive Stock Option Plan, which may be purchased within the next 60 days pursuant to vested options granted to two officers.
4. There are 2,444,445 shares of Class A Common Stock issued and outstanding and 1,643,045 shares of Class B Common Stock issued and outstanding as of September 30, 2004. The figure in the "as adjusted" columns are based upon these totals and except as set forth in the preceding sentence, upon the assumptions described in footnotes 2 and 3 above.
5. Includes 525 shares of Class A Common Stock owned by Mr. Neumaier's spouse, as to which he disclaims beneficial ownership. Includes 5,525 shares of Class A Common Stock owned by Mr. Neumaier's Individual Retirement Account. Does not include any shares of Class A Common Stock or Class B Common Stock held by Mr. Neumaier's adult children. Includes 3,833 shares of Class A Common Stock owned by a Partnership in which Mr. Neumaier is a general partner.
6. Includes 18,625 Shares of Class B Common Stock owned by Mr. Frank's former spouse as to which he disclaims beneficial ownership except for the right to vote the shares which he retains pursuant to an agreement with his former spouse. Includes 2,515 shares of Class A Common Stock owned by Mr. Frank's individual retirement account.
7. Includes 1,008 shares of Class B Common Stock held in equal amounts by Mr. Strobel as custodian for his three children, as to which he disclaims beneficial ownership.
8. Includes an aggregate of 21,047 shares of Class B Common Stock owned by two trusts created by Mr. Gross of which he and his spouse are the sole beneficiaries during their lifetimes.
9. Includes 10,396 shares of Class A Common Stock owned by Mr. Cellino's spouse, as to which shares he disclaims beneficial ownership; also includes 4,555 shares of Class A Common Stock owned by Mr. Cellino's Individual Retirement Account. Includes 5 shares of Class A Common Stock owned by a limited partnership in which Mr. Cellino is a general partner.
10. Includes 1,200 shares of Class A Common Stock which may be issued upon exercise of a stock option granted on December 12, 1995 pursuant to the Company's Incentive Stock Option Plan.
11. Does not include 71,107 shares (35,650 shares of Class A Common Stock and 35,457 shares of Class B Common Stock) owned by the Company's Defined Contribution Plan of which Messrs. Gerhard J. Neumaier, Frank, Silvestro and Strobel constitute four of the five trustees of each Plan.
12. Includes 600 shares of Class A Common Stock which may be issued upon the exercise of a stock option granted to one officer on December 2, 1994 pursuant to the Company's Incentive Stock Option Plan. Includes 1,200 shares of Class A Common Stock which may be issued upon the exercise of stock options granted to one officer on December 12, 1995 pursuant to the Company's Incentive Stock Option Plan.
13. Subject to the terms of the Restrictive Agreement. See "Security Ownership of Certain Beneficial Owners-Restrictive Agreement."
Restrictive Agreement
Messrs. Gerhard J. Neumaier, Silvestro, Frank, and Strobel entered into a Stockholders' Agreement in 1970 which governs the sale of an aggregate of 1,167,068 shares Class B Common Stock owned by them, the former spouse of one of the individuals and the children of the individuals. The agreement provides that prior to accepting a bona fide offer to purchase all or any part of their shares, each party must first allow the other members to the agreement the opportunity to acquire on a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed by the offer.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
Item 14.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During the fiscal years ended July 31, 2004 and 2003, PricewaterhouseCoopers (PwC) provided audit and non-audit services to the Company. The Audit Committee approves all audit and non-audit services performed by the Company's independent auditor. Set forth below are the aggregate fees billed for these services for the last two fiscal years.
Audit Fees: The aggregate fees accrued for professional services rendered for the audit of the Company's financial statements for the fiscal years ended July 31, 2004 and 2003 and for the reviews of the financial statements included in the Company's quarterly reports on Form 10-Q for the fiscal years ended July 31, 2004 and 2003 were $172,000 and $172,000, respectively.
Audit Related Fees: The aggregate fees billed by PwC for services rendered to the Company for 401(k), pension plan audits and indirect rate audits for the years ended July 31, 2004 and 2003 were $34,500 and $25,500, respectively.
Tax Services: No tax consulting or compliance services were provided by PwC in fiscal years 2004 and 2003.
All Other Fees: The Company was billed $5,300 in fiscal year 2004 related to review of SEC comment letters.
PART IV
Item 15.
Item 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ECOLOGY AND ENVIRONMENT, INC. has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized:
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated: