þ
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended January 30, 2010
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
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New York
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16-0971022
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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368 Pleasant View Drive
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||
Lancaster, New York
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14086
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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o
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Accelerated filer
|
o
|
|
Non-accelerated filer
(Do not check if a smaller reporting company)
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o
|
Smaller reporting company
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þ
|
Item 1.
|
Financial Statements.
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Consolidated Balance Sheets
|
||||||||
Unaudited
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||||||||
January 30,
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July 31,
|
|||||||
Assets
|
2010
|
2009
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 15,892,571 | $ | 16,571,186 | ||||
Investment securities, available for sale
|
1,271,103 | 1,212,405 | ||||||
Contract receivables, net
|
39,446,927 | 41,693,034 | ||||||
Deferred income taxes
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4,137,516 | 4,137,516 | ||||||
Income tax receivable
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- | 650,090 | ||||||
Other current assets
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2,556,330 | 2,372,919 | ||||||
Total current assets
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63,304,447 | 66,637,150 | ||||||
Property, building and equipment, net of accumulated
|
||||||||
depreciation, $20,123,540 and $19,302,306
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8,268,715 | 8,258,441 | ||||||
Deferred income taxes
|
1,162,380 | 1,160,444 | ||||||
Other assets
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1,585,003 | 1,599,204 | ||||||
Total assets
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$ | 74,320,545 | $ | 77,655,239 | ||||
Liabilities and Shareholders' Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 8,657,385 | $ | 13,866,425 | ||||
Accrued payroll costs
|
6,540,138 | 7,216,316 | ||||||
Income taxes payable
|
636,144 | 278,782 | ||||||
Deferred revenue
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109,766 | 103,509 | ||||||
Current portion of long-term debt and capital lease obligations
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936,601 | 411,331 | ||||||
Other accrued liabilities
|
10,197,476 | 9,049,995 | ||||||
Total current liabilities
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27,077,510 | 30,926,358 | ||||||
Long-term debt and capital lease obligations
|
709,167 | 403,941 | ||||||
Commitments and contingencies (see note #13)
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- | - | ||||||
Shareholders' equity:
|
||||||||
Preferred stock, par value $.01 per share;
|
||||||||
authorized - 2,000,000 shares; no shares
|
||||||||
issued
|
- | - | ||||||
Class A common stock, par value $.01 per
|
||||||||
share; authorized - 6,000,000 shares;
|
||||||||
issued - 2,677,651 shares
|
26,776 | 26,776 | ||||||
Class B common stock, par value $.01 per
|
||||||||
share; authorized - 10,000,000 shares;
|
||||||||
issued - 1,716,074 shares
|
17,162 | 17,162 | ||||||
Capital in excess of par value
|
19,806,883 | 20,093,952 | ||||||
Retained earnings
|
24,058,318 | 23,290,768 | ||||||
Accumulated other comprehensive income
|
514,856 | 441,965 | ||||||
Treasury stock - Class A common, 134,502 and 242,290
|
||||||||
shares; Class B common, 64,801 shares, at cost
|
(1,841,119 | ) | (2,819,138 | ) | ||||
Total Ecology and Environment, Inc. shareholders' equity
|
42,582,876 | 41,051,485 | ||||||
Noncontrolling interests
|
3,950,992 | 5,273,455 | ||||||
Total shareholders' equity
|
46,533,868 | 46,324,940 | ||||||
Total liabilities and shareholders' equity
|
$ | 74,320,545 | $ | 77,655,239 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||
Consolidated Statements of Income
|
||||||||||||||||
Three months ended
|
Six months ended
|
|||||||||||||||
January 30,
|
January 31,
|
January 30,
|
January 31,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenue
|
$ | 31,061,698 | $ | 34,068,691 | $ | 70,537,150 | $ | 67,760,400 | ||||||||
Cost of professional services and other direct operating expenses
|
10,958,996 | 13,191,705 | 23,615,713 | 27,366,618 | ||||||||||||
Subcontract costs
|
5,929,509 | 7,312,626 | 16,408,752 | 11,965,473 | ||||||||||||
Administrative and indirect operating expenses
|
8,758,170 | 8,458,815 | 18,485,151 | 16,514,911 | ||||||||||||
Marketing and related costs
|
3,508,286 | 2,590,256 | 7,297,094 | 5,830,952 | ||||||||||||
Depreciation
|
387,288 | 390,219 | 836,041 | 763,511 | ||||||||||||
Income from operations
|
1,519,449 | 2,125,070 | 3,894,399 | 5,318,935 | ||||||||||||
Interest expense
|
(72,079 | ) | (129,052 | ) | (110,887 | ) | (245,833 | ) | ||||||||
Interest income
|
29,030 | 57,508 | 63,369 | 134,697 | ||||||||||||
Other income (expense)
|
(99,984 | ) | 4,393 | (90,432 | ) | (25,860 | ) | |||||||||
Gain on sale of property and equipment
|
- | - | 809,200 | - | ||||||||||||
Net foreign exchange loss
|
(27,012 | ) | (94,006 | ) | (40,511 | ) | (94,175 | ) | ||||||||
Income before income tax provision
|
1,349,404 | 1,963,913 | 4,525,138 | 5,087,764 | ||||||||||||
Income tax provision
|
449,703 | 801,281 | 1,522,719 | 1,981,624 | ||||||||||||
Net income from continuing operations
|
899,701 | 1,162,632 | 3,002,419 | 3,106,140 | ||||||||||||
Net income
|
$ | 899,701 | $ | 1,162,632 | $ | 3,002,419 | $ | 3,106,140 | ||||||||
Net income attributable to noncontrolling interests
|
(664,824 | ) | (197,319 | ) | (1,367,714 | ) | (665,952 | ) | ||||||||
Net income attributable to Ecology and Environment, Inc
|
$ | 234,877 | $ | 965,313 | $ | 1,634,705 | $ | 2,440,188 | ||||||||
Net income per common share: basic and diluted
|
$ | 0.06 | $ | 0.24 | $ | 0.40 | $ | 0.59 | ||||||||
Weighted average common shares outstanding: basic and diluted
|
4,154,352 | 4,090,641 | 4,128,470 | 4,143,776 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||||||||||
Consolidated Statements of Cash Flows
|
||||||||
Unaudited
|
||||||||
Six months ended
|
||||||||
January 30,
|
January 31,
|
|||||||
2010
|
2009
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | 3,002,419 | $ | 3,106,140 | ||||
Net loss from discontinued operations, net of tax
|
- | - | ||||||
Net income
|
$ | 3,002,419 | $ | 3,106,140 | ||||
Adjustments to reconcile net income to net cash
|
||||||||
provided by (used in) operating activities:
|
||||||||
Depreciation
|
836,041 | 763,511 | ||||||
Provision (benefit) for deferred income taxes
|
(1,936 | ) | 116,681 | |||||
Share-based compensation expense
|
233,650 | 234,593 | ||||||
Tax impact of share based compensation
|
102,737 | - | ||||||
Gain on disposition of property and equipment
|
(809,200 | ) | - | |||||
Provision for contract adjustments
|
289,363 | (87,267 | ) | |||||
(Increase) decrease in:
|
||||||||
- contracts receivable
|
1,966,056 | (3,159,793 | ) | |||||
- other current assets
|
(193,336 | ) | (1,147,407 | ) | ||||
- income tax receivable
|
650,090 | - | ||||||
- other non-current assets
|
14,914 | (32,167 | ) | |||||
Increase (decrease) in:
|
||||||||
- accounts payable
|
(5,202,723 | ) | 586,838 | |||||
- accrued payroll costs
|
(679,999 | ) | (185,508 | ) | ||||
- income taxes payable
|
355,369 | 650,431 | ||||||
- deferred revenue
|
6,257 | 99,495 | ||||||
- other accrued liabilities
|
1,146,281 | 718,098 | ||||||
Net cash provided by (used in) operating activities
|
1,715,983 | 1,663,645 | ||||||
Cash flows provided by (used in) investing activities:
|
||||||||
Acquistion of noncontrolling interest of subsidiary
|
(1,000,000 | ) | (27,879 | ) | ||||
Purchase of property, building and equipment
|
(1,000,783 | ) | (881,365 | ) | ||||
Proceeds from sale of property and equipment
|
959,200 | - | ||||||
Purchase of bonds
|
(58,698 | ) | (18,574 | ) | ||||
Cash used in investing activities
|
(1,100,281 | ) | (927,818 | ) | ||||
Cash flows provided by (used in) financing activities:
|
||||||||
Dividends paid
|
(867,155 | ) | (777,326 | ) | ||||
Proceeds from debt
|
143,599 | 542,926 | ||||||
Repayment of debt and capital lease obligations
|
(313,103 | ) | (1,412,730 | ) | ||||
Distributions to noncontrolling interests
|
(340,690 | ) | (434,803 | ) | ||||
Proceeds from sale of subsidiary shares to noncontrolling interests
|
90,890 | 69,108 | ||||||
Purchase of treasury stock
|
- | (1,832,123 | ) | |||||
Net cash used in financing activities
|
(1,286,459 | ) | (3,844,948 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents
|
(7,858 | ) | 71,395 | |||||
Net decrease in cash and cash equivalents
|
(678,615 | ) | (3,037,726 | ) | ||||
Cash and cash equivalents at beginning of period
|
16,571,186 | 14,178,094 | ||||||
Cash and cash equivalents at end of period
|
$ | 15,892,571 | $ | 11,140,368 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||
Consolidated Statements of Changes in Shareholders' Equity
|
||||||||||||||||||||||||||||||||||||||||||||||||
Unaudited
|
||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock
|
Capital in
|
Other
|
||||||||||||||||||||||||||||||||||||||||||||||
Class A
|
Class B
|
Excess of
|
Retained
|
Comprehensive
|
Unearned
|
Treasury Stock
|
Noncontolling
|
Comprehensive
|
||||||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Par Value
|
earnings
|
Income (loss)
|
Compensation
|
Shares
|
Amount
|
Interest
|
Income
|
|||||||||||||||||||||||||||||||||||||
Balance at July 31, 2008
|
2,661,498 | $ | 26,615 | 1,732,227 | $ | 17,323 | $ | 20,014,257 | $ | 19,664,147 | $ | 834,667 | $ | - | 130,141 | $ | (1,302,663 | ) | $ | 4,169,247 | $ | 7,952,354 | ||||||||||||||||||||||||||
Net income
|
- | - | - | - | - | 5,221,274 | - | - | - | - | 1,668,066 | 5,221,274 | ||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
- | - | - | - | - | - | (402,403 | ) | - | - | - | 20,590 | (402,403 | ) | ||||||||||||||||||||||||||||||||||
Cash dividends paid ($.39 per share)
|
- | - | - | - | - | (1,594,653 | ) | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
Unrealized investment gain, net
|
- | - | - | - | - | - | 9,701 | - | - | - | - | 9,701 | ||||||||||||||||||||||||||||||||||||
Conversion of common stock - B to A
|
16,153 | 161 | (16,153 | ) | (161 | ) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Repurchase of Class A common stock
|
- | - | - | - | - | - | - | - | 207,941 | (1,832,123 | ) | - | - | |||||||||||||||||||||||||||||||||||
Issuance of stock under stock award plan
|
- | - | - | - | (376,176 | ) | - | - | - | (37,580 | ) | 376,176 | - | - | ||||||||||||||||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 446,412 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
Sale of subsidiary shares to noncontrolling interests
|
- | - | - | - | - | - | - | - | - | 41,229 | - | |||||||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests
|
- | - | - | - | - | - | - | - | - | (625,677 | ) | - | ||||||||||||||||||||||||||||||||||||
Other
|
- | - | - | - | 9,459 | - | - | - | 6,589 | (60,528 | ) | - | - | |||||||||||||||||||||||||||||||||||
Balance at July 31, 2009
|
2,677,651 | $ | 26,776 | 1,716,074 | $ | 17,162 | $ | 20,093,952 | $ | 23,290,768 | $ | 441,965 | $ | - | 307,091 | $ | (2,819,138 | ) | $ | 5,273,455 | $ | 4,828,572 | ||||||||||||||||||||||||||
Net income
|
- | - | - | - | - | 1,634,705 | - | - | - | - | 1,367,714 | 1,634,705 | ||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
- | - | - | - | - | - | 132,978 | - | - | - | 18,056 | 132,978 | ||||||||||||||||||||||||||||||||||||
Cash dividends paid ($.21 per share)
|
- | - | - | - | - | (867,155 | ) | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
Unrealized investment gain, net
|
- | - | - | - | - | - | 12,625 | - | - | - | - | 12,625 | ||||||||||||||||||||||||||||||||||||
Issuance of stock under stock award plan
|
- | - | - | - | (372,172 | ) | - | - | - | (42,675 | ) | 372,172 | - | - | ||||||||||||||||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 233,650 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
Tax impact of share based compensation
|
- | - | - | - | 102,737 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
Sale of subsidiary shares to noncontrolling interests
|
- | - | - | - | - | - | - | - | - | 90,890 | - | |||||||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests
|
- | - | - | - | - | - | - | - | - | (340,690 | ) | - | ||||||||||||||||||||||||||||||||||||
Purchase of additional noncontrolling interests
|
- | - | - | - | (254,180 | ) | - | (72,712 | ) | (66,667 | ) | 616,670 | (2,458,433 | ) | - | |||||||||||||||||||||||||||||||||
Other
|
- | - | - | - | 2,896 | - | - | - | 1,554 | (10,823 | ) | - | - | |||||||||||||||||||||||||||||||||||
Balance at January 30, 2010
|
2,677,651 | $ | 26,776 | 1,716,074 | $ | 17,162 | $ | 19,806,883 | $ | 24,058,318 | $ | 514,856 | $ | - | 199,303 | $ | (1,841,119 | ) | $ | 3,950,992 | $ | 1,780,308 | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Ecology and Environment, Inc.
|
1.
|
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 the Chinese operating joint venture, The Tianjin Green Engineering Company. This joint venture is accounted for under the equity method. All significant intercompany transactions and balances have been eliminated.
|
|
|
|
b.
|
Use of Estimates
|
|
|
|
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions as of the date of the financial statements, which affect the reported values of assets and liabilities and revenues and expenses and disclosures of contingent assets and liabilities. Actual results may differ from those estimates.
|
|
|
|
c.
|
Reclassifications
|
|
|
|
Certain prior year amounts were reclassified to conform to the fiscal year 2010 consolidated financial statement presentation.
|
|
|
|
d.
|
Revenue Recognition
|
|
|
|
Substantially all of the Company's revenue is derived from environmental consulting work. 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:
|
Contract Type
|
Work Type
|
Revenue Recognition Policy
|
||
Time and Materials
|
Consulting
|
As incurred at contract rates.
|
||
Fixed Price
|
Consulting
|
Percentage of completion, approximating the ratio of either total costs or Level of Effort (LOE) hours incurred to date to total estimated costs or LOE hours
|
||
Cost-Type
|
Consulting
|
Costs as incurred. Fixed fee portion is recognized using percentage of completion determined by the percentage of LOE hours incurred to total LOE hours in the respective contracts.
|
|
Substantially all of the Company's cost-type work is with federal governmental agencies and, as such, is subject to audits after contract completion. Under these cost-type contracts, provisions for adjustments to accrued revenue are recognized on an quarterly basis and based on past audit settlement history. Government audits have been completed and final rates have been negotiated through fiscal year 2001. The balance in the allowance for contract adjustments accounts principally represents a reserve for contract adjustments for the fiscal years 1996-2010.
|
|
We reduce our accounts receivable and costs and accrued earnings in excess of billings on contracts in process by establishing an allowance for amounts that, in the future, may become uncollectible or unrealizable, respectively. We determine our estimated allowance for uncollectible amounts based on management’s judgments regarding our operating performance related to the adequacy of the services performed, the status of change orders and claims, our experience settling change orders and claims and the financial condition of our clients, which may be dependent on the type of client and current economic conditions that the client may be subject to.
|
|
Change orders can occur when changes in scope are made after project work has begun, and can be initiated by either the Company or its clients. Claims are amounts in excess of the agreed contract price which the Company seeks to recover from a client for customer delays and / or errors or unapproved change orders that are in dispute. Costs related to change orders and claims are recognized as incurred. Revenues are recognized on change orders (including profit) when it is probable that the change order will be approved and the amount can be reasonably estimated. Revenue on claims is not recognized until the claim is approved by the customer.
|
|
All bid and proposal and other pre-contract costs are expensed as incurred. Out of pocket expenses such as travel, meals, field supplies, and other costs billed direct to contracts are included in both revenues and cost of professional services.
|
|
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 sheets and statements of changes in shareholders' equity. The cost of securities sold is based on the specific identification method. The Company had gross unrealized gains of approximately $26,000 and $13,000 at January 30, 2010 and July 31, 2009, respectively.
|
|
f.
|
Fair value of financial instruments
|
|
|
|
The Company records and discloses certain financial assets and liabilities at their fair value. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor. The Company has not elected a fair value option on any assets or liabilities. The methodologies used to calculate the fair value of the investments held within the Company’s portfolio qualify under the Level 1 and Level 2 designations.
|
|
|
|
The three levels of the hierarchy are as follows:
|
|
|
|
The following table presents the level within the fair value hierarchy at which the Company’s financial assets are measured on a recurring basis as of January 30, 2010.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets
|
||||||||||||||||
Money market mutual funds
|
$
|
4,413,346
|
$
|
---
|
$
|
---
|
$
|
4,413,346
|
||||||||
Investment securities available for sale
|
50,895
|
1,220,208
|
---
|
1,271,103
|
||||||||||||
Total
|
$
|
4,464,241
|
$
|
1,220,208
|
$
|
---
|
$
|
5,684,449
|
|
The carrying amount of cash and cash equivalents, contracts receivable, notes receivable and accounts payable at January 30, 2010 and July 31, 2009 approximate fair value. Long-term debt consists of bank loans and 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 January 30, 2010 and July 31, 2009 approximates fair value.
|
|
g.
|
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 financial statements of foreign subsidiaries located in highly inflationary economies are remeasured as if the functional currency were the U.S. dollar. The remeasurement of local currencies into U.S. dollars creates transaction adjustments which are included in net income. There were no highly inflationary economy transaction adjustments for fiscal years 2009-2010.
|
|
h.
|
Income Taxes
|
|
The Company follows the asset and liabilities 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.
|
|
|
|
Income tax expense includes U.S. and international income taxes, determined using an estimate of the Company’s annual effective tax rate. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences and net operating loss carryforwards.
|
|
The Company has significant deferred tax assets, resulting principally from contract reserves and fixed assets. The Company periodically evaluates the likelihood of realization of deferred tax assets, and has determined that no valuation allowance is presently necessary.
|
|
i.
|
Earnings Per Share (EPS)
|
|
Basic and diluted EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. The Company allocates undistributed earnings between the classes on a one-to-one basis when computing earnings per share. As a result, basic and fully diluted earnings per Class A and Class B shares are equal amounts. See Note 11 to Consolidated Financial Statements for additional information.
|
|
j.
|
Impairment of Long-Lived Assets
|
|
The Company assesses recoverability of the carrying value of long-lived assets by estimating the future net cash flows (undiscounted) 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 identified no events or changes in circumstances that necessitated an evaluation for an impairment of long lived assets during the six months ended January 30, 2010 or January 31, 2009.
|
|
k.
|
Goodwill
|
|
The total goodwill of approximately $1.1 million is subject to an annual assessment for impairment. The Company’s most recent annual impairment assessment for goodwill was completed during the fourth quarter of fiscal year 2009. The results of this assessment showed that the fair values of the reporting units to which goodwill is assigned continue to be higher than the book values of the respective reporting units, resulting in no goodwill impairment. Goodwill is assessed for impairment between annual assessments whenever events or circumstances make it more likely than not that an impairment may have occurred. The Company identified no events or changes in circumstances that necessitated an evaluation for an impairment of goodwill during the six months ended January 30, 2010 or January 31, 2009.
|
|
l.
|
Subsequent Events
|
|
For the fiscal year ended July 31, 2009, the Company adopted new guidance on subsequent events which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but prior to the issuance of the financial statements. In response to this guidance, management has evaluated subsequent events through the date that the Company’s consolidated financial statements were available to be issued and filed with the SEC.
|
|
In June 2009, the FASB voted to approve the FASB Accounting Standards Codification (Codification) as the single source of authoritative nongovernmental U.S. generally accepted accounting principles. The Company adopted the Codification requirements beginning with its October 31, 2009 financial statements. The FASB Codification does not change U.S. generally accepted accounting principles, but combines all authoritative standards such as those issued by the FASB, the American Institute of Certified Public Accountants and the Emerging Issues Task Force into a comprehensive, topically organized online database.
|
2.
|
Contract Receivables, net
|
January 30,
2010
|
July 31,
2009
|
|||||||
United States government -
|
||||||||
Billed
|
$
|
2,816,686
|
$
|
2,546,741
|
||||
Unbilled
|
2,745,582
|
3,784,894
|
||||||
5,562,268
|
6,331,635
|
|||||||
Industrial customers and state and municipal governments -
|
||||||||
Billed
|
20,245,896
|
21,051,958
|
||||||
Unbilled
|
16,446,741
|
16,829,779
|
||||||
36,692,637
|
37,881,737
|
|||||||
Less allowance for doubtful accounts and contract adjustments
|
(2,807,978
|
)
|
(2,520,338
|
)
|
||||
$
|
39,446,927
|
$
|
41,693,034
|
3.
|
Line of Credit
|
|
The Company maintains an unsecured line of credit available for working capital and letters of credit of $19 million at one-half percent below the prevailing prime rate. Other lines are available solely for letters of credit in the amount of $19.5 million. The Company guarantees the line of credit of its majority owned subsidiary, Walsh Environmental (Walsh). The banks have reaffirmed the Company’s lines of credit within the past twelve months. At January 30, 2010 and July 31, 2009 the Company had letters of credit outstanding totaling approximately $2.8 million and $.6 million, respectively. After letters of credit and loans, there was $35.7 million of availability under the lines of credit at January 30, 2010.
|
|
|
4.
|
Long-Term Debt and Capital Lease Obligations
|
|
Debt inclusive of capital lease obligations at January 30, 2010 and July 31, 2009 consists of the following:
|
January 30,
2010
|
July 31,
2009
|
|||||||
Various bank loans and advances at interest rates ranging from 5% to 14%
|
$
|
1,426,753
|
$
|
531,031
|
||||
Capital lease obligations at varying interest rates averaging 11%
|
219,015
|
284,241
|
||||||
1,645,768
|
815,272
|
|||||||
Less: current portion of debt and capital lease obligations
|
(936,601
|
)
|
(411,331
|
)
|
||||
Long-term debt and capital lease obligations
|
$
|
709,167
|
$
|
403,941
|
|
The aggregate maturities of long-term debt and capital lease obligations at January 30, 2010 are as follows:
|
Amount
|
||||
February 2010 – January 2011
|
$
|
936,601
|
||
February 2011 – January 2012
|
605,708
|
|||
February 2012 – January 2013
|
48,927
|
|||
February 2013 – January 2014
|
42,857
|
|||
February 2014 – January 2015
|
11,675
|
|||
Thereafter
|
---
|
|||
$
|
1,645,768
|
5.
|
Other Accrued Liabilities
|
January 30, 2010
|
July 31,
2009
|
|||||||
Allowance for contract adjustments
|
$
|
3,419,551
|
$
|
3,417,828
|
||||
Billings in excess of revenue
|
5,329,207
|
4,101,761
|
||||||
Other
|
1,316,705
|
1,530,406
|
||||||
$
|
10,197,476
|
$
|
9,049,995
|
6.
|
Income Taxes
|
|
The estimated effective tax rate for fiscal year 2010 is 33.1%, as compared to the 27.0% reported for fiscal year 2009. Excluding the favorable settlement in Kuwait, the estimated effective tax rate for fiscal year 2009 was 36.1%.
|
7.
|
Stock Award Plan
|
|
Ecology and Environment, Inc. adopted a 2003 Stock Award Plan (2003 Plan) which was approved by the shareholders at the Annual Meeting held in January 2004 and a 2007 Stock Award Plan (2007 Plan) which was approved by the shareholders at the Annual Meeting held in January of 2008 (the 2003 Plan and the 2007 Plan is collectively referred to as the Award Plan). The 2003 Plan was approved retroactive to October 16, 2003 and terminated on October 15, 2008 and the 2007 Plan was approved retroactive to October 18, 2007 and will terminate October 17, 2012. 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, and based upon the fair market value of the Company 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.
|
|
|
8.
|
Shareholders' Equity
|
|
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.
|
|
|
9.
|
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 certain shares of common stock owned by them, the former spouse of one of the individuals and some of their children. The agreement provides that prior to accepting a bona fide offer to purchase the certain covered 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.
|
|
|
10.
|
Noncontrolling Interest
|
|
On August 1 , 2009 , the Company adopted authoritative accounting guidance that requires the ownership interests in subsidiaries held by parties other than the parent, and income attributable to those parties, be clearly identified and distinguished in the parent’s consolidated financial statements. Consequently, the Company’s noncontrolling interest is now disclosed as a separate component of the Company’s consolidated equity on the balance sheets, rather than a “mezzanine” item between liabilities and equity. Further, earnings and other comprehensive income are now separately attributed to both the controlling and noncontrolling interests. Earnings per share continues to be calculated based on net income attributable to the Company’s controlling interest. The impact on the Company’s financial position and results of operations from the adoption of this authoritative accounting guidance is presented in the tables below:
|
Six months ended
January 31, 2009
Consolidated Statements
of Operations
|
||||||||
As Reported
|
As Adjusted
|
|||||||
Minority interest
|
$
|
(665,952
|
)
|
$
|
---
|
|||
Net income
|
2,440,188
|
3,106,140
|
||||||
Net income attributable to noncontrolling interest
|
---
|
665,952
|
||||||
Net income attributable to Ecology and Environment, Inc.
|
---
|
2,440,188
|
Six months ended
January 30, 2010
|
Fiscal year ended
January 31, 2009
|
|||||||
Transfers to noncontrolling interest:
|
||||||||
Sale of 310 Walsh common shares
|
$
|
---
|
$
|
64,920
|
||||
Sale of 20 Walsh common shares
|
---
|
4,188
|
||||||
Sale of 160 Walsh common shares
|
40,850
|
---
|
||||||
Sale of 196 Walsh common shares
|
50,040
|
---
|
||||||
Total transfers to noncontrolling interest
|
90,890
|
69,108
|
||||||
Transfers from noncontrolling interest:
|
||||||||
Purchase of 112 Walsh common shares
|
---
|
(27,332
|
)
|
|||||
Purchase of 2 Walsh Peru common shares
|
---
|
(547
|
)
|
|||||
Purchase of 182 Walsh common shares
|
(59,486
|
)
|
--- | |||||
Purchase of 7,343 Walsh common shares
|
(2,289,778
|
)
|
--- | |||||
Purchase of 11,000 Walsh Peru common shares
|
(109,169
|
)
|
---
|
|||||
Total transfers from noncontrolling interest
|
(2,458,433
|
)
|
(27,879
|
)
|
||||
Transfers to (from) noncontrolling interest
|
$
|
(2,367,543
|
)
|
$ |
41,229
|
11.
|
Earnings Per Share
|
|
The computation of basic earnings per share to diluted earnings per share follows:
|
Three months ended
|
Six months ended
|
|||||||||||||||
January 30,
2010
|
January 31,
2009
|
January 30,
2010
|
January 31,
2009
|
|||||||||||||
Total income available to common stockholders
|
$ | 234,877 | $ | 965,313 | $ | 1,634,705 | $ | 2,440,188 | ||||||||
Dividend paid
|
867,155 | 777,326 | 867,155 | 777,326 | ||||||||||||
Undistributed earnings
|
(632,278 | ) | 187,987 | 767,550 | 1,662,862 | |||||||||||
Weighted-average common shares outstanding (basic)
|
4,154,352 | 4,090,641 | 4,128,470 | 4,143,776 | ||||||||||||
Distributed earnings per share
|
$ | .21 | $ | .19 | $ | .21 | $ | .19 | ||||||||
Undistributed earnings per share
|
(.15 | ) | .05 | .19 | .40 | |||||||||||
Total earnings per share
|
.06 | .24 | .40 | .59 |
|
After consideration of all the rights and privileges of the Class A and Class B stockholders discussed in Note 8, in particular the right of the holders of the Class B common stock to elect no less than 75% of the Board of Directors making it highly unlikely that the Company will pay a dividend on Class A common stock in excess of Class B common stock, the Company allocates undistributed earnings between the classes on a one-to-one basis when computing earnings per share. As a result, basic and fully diluted earnings per Class A and Class B shares are equal amounts.
|
|
Effective August 1, 2009, the Company has determined that its unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. These securities shall be included in the computation of earnings per share (EPS) pursuant to the two-class method. The resulting impact was to include unvested restricted shares in the basic weighted average shares outstanding calculation. The impact for the three and six month periods ended January 30, 2010 was approximately 117,000 and 104,000, respectively. The impact for the three and six month periods ended January 31, 2009 was approximately 139,000 and 127,000, respectively.
|
12.
|
Segment Reporting
|
Revenue (1)
|
Long-Lived Assets
|
|||||||
United States
|
$ | 51,291,150 | $ | 25,461,255 | ||||
Foreign countries
|
19,246,000 | 2,931,000 |
Revenue (1)
|
Long-Lived Assets
|
|||||||
United States
|
$ | 54,205,400 | $ | 24,791,053 | ||||
Foreign countries
|
13,555,000 | 2,380,000 |
13.
|
Commitments and Contingencies
|
|
From time to time, the Company is a named 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 consolidated results of operations, financial condition, cash flows, 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.
|
|
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. Generally, termination costs include unpaid costs incurred to date, earned fees and any additional costs directly allocable to the termination.
|
14.
|
Recent Accounting Pronouncements
|
|
|
In September 2006, the Financial Accounting Standards Board (FASB) issued guidance on fair value measurements, which established a single authoritative definition of fair value and a framework for measuring fair value and expanded disclosure of fair value measurements for both financial and non-financial assets and liabilities. The Company adopted this guidance for financial assets and liabilities on August 1, 2008, as permitted, and adopted the remaining provisions of this guidance effective August 1, 2009. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
|
|
In December 2007, the FASB issued authoritative guidance on business combinations. The guidance requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose in its financial statements the information needed to evaluate and understand the nature and financial effect of the business combination. The impact on our consolidated financial statements will depend upon the nature, terms and size of the acquisitions we consummate after the effective date. The Company adopted the guidance effective August 1, 2009 and will apply it to any business combinations on or after that date on a prospective basis.
|
|
In June 2009, the FASB issued guidance on the consolidation of variable interest entities, which required revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. The Company is required to adopt these provisions on August 1, 2010. The Company is currently evaluating the effect that the adoption will have on its consolidated financial statements.
|
|
15.
|
Supplemental Cash Flow Information Disclosure
|
Liquidity and Capital Resources
|
Evaluation of disclosure controls and procedures and changes in internal control over financial reporting
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Changes in Securities and Use of Proceeds
|
(e)
|
Purchased Equity Securities. The following table summarizes the Company’s purchases of its common stock during the period ended January 30, 2010:
|
Period
|
Total Number
of Shares Purchased
|
Average Price
Paid Per Share
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (1)
|
Maximum Number
of Shares That May
Yet Be Purchased
Under the Plans
or Programs
|
||||
August 1, 2009 –
January 30, 2010
|
---
|
---
|
---
|
163
|
Item 3.
|
Defaults Upon Senior Securities
|
|
The Registrant has no information for Item 3 that is required to be presented.
|
Item 4.
|
Submission of Matters to a Vote of Security Holders
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits and Reports on Form 8-K
|
(a)
|
- 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
- 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
- 32.1 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
- 32.2 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(b)
|
Registrant filed a Form 8-K report November 23, 2009 to announce an amendment to the Company’s Code of Business Conduct and Ethics. The amendment adopted by the Directors dealt with the manner in which the Company prepares bids in response to client’s proposals.
|
Ecology and Environment, Inc.
|
||
Date: March 16, 2010
|
By:
|
/s/ H. John Mye III
|
H. John Mye III
|
||
Vice President, Treasurer and Chief Financial Officer –
Principal Financial and Accounting Officer
|