<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from____________________to____________________
Commission File Number 0-11688
AMERICAN ECOLOGY CORPORATION
----------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 95-3889638
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
805 W. Idaho
Suite #200
Boise, Idaho 83702-8916
------------ ----------
(Address of principal executive offices) (Zip Code)
</TABLE>
(208) 331-8400
--------------
(Registrants telephone number, including area code)
Indicate by a check mark whether Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
At May 11, 2000 Registrant had outstanding 13,704,041 shares of its
Common Stock.
<PAGE> 2
<TABLE>
<CAPTION>
DIRECTORS OFFICERS
- ------------------------------------------- --------------------------------------------
<S> <C>
JACK K. LEMLEY JACK K. LEMLEY
CHAIRMAN OF THE BOARD CHAIRMAN AND CHIEF EXECUTIVE OFFICER
AMERICAN ECOLOGY CORPORATION
JAMES R. BAUMGARDNER
ROTCHFORD L. BARKER SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
INDEPENDENT BUSINESSMAN
L. GARY DAVIS
PAUL C. BERGSON VICE PRESIDENT AND CONTROLLER
PRINCIPAL
BERGSON & COMPANY ZAKI K. NASER
EXECUTIVE VICE PRESIDENT AND OPERATIONS MANAGER
KEITH D. BRONSTEIN
PRESIDENT RICHARD F. PATON
TRADELINK, LLC VICE PRESIDENT
PATRICIA M. ECKERT STEPHEN A. ROMANO
PRINCIPAL VICE PRESIDENT
PATRICIA M. ECKERT & ASSOCIATES
ROBERT S. THORN
EDWARD F. HEIL VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER
CHAIRMAN OF THE BOARD
AMERICAN ENVIRONMENTAL CONSTRUCTION COMPANY ROBERT M. TRIMBLE
GENERAL COUNSEL AND SECRETARY
PAUL F. SCHUTT
CHIEF EXECUTIVE OFFICER FINANCIAL REPORTS
NUCLEAR FUEL SERVICES, INC.
A COPY OF THE AMERICAN ECOLOGY CORPORATION
JOHN J. SCOVILLE FINANCIAL REPORTS, FILED WITH THE
PRESIDENT SECURITIES AND EXCHANGE COMMISSION, MAY BE
J.J. SCOVILLE & ASSOCIATES, INC. OBTAINED BY WRITING TO:
AMERICAN ECOLOGY CORPORATION
CORPORATE OFFICE 805 W. IDAHO, SUITE 200
BOISE, IDAHO 83702
AMERICAN ECOLOGY CORPORATION
805 W. IDAHO, SUITE 200 TRANSFER AGENT
BOISE, IDAHO 83702
(208)331-8400 CHASEMELLON SHAREHOLDER SERVICES, LLC
(208)331-7900 (FAX) OVERPECK CENTRE
WWW.AMERICANECOLOGY.COM 85 CHALLENGER ROAD
RIDGEFIELD PARK, NEW JERSEY 07660
COMMON STOCK (201) 296-4000
WWW.CHASEMELLON.COM
AMERICAN ECOLOGY CORPORATION'S COMMON STOCK
TRADES ON THE NASDAQ STOCK MARKET UNDER THE AUDITOR
SYMBOL ECOL.
BALUKOFF, LINDSTROM & CO., P.A.
877 WEST MAIN STREET, SUITE 805
BOISE, IDAHO 83702
</TABLE>
2
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AMERICAN ECOLOGY CORPORATION
QUARTERLY REPORT FORM 10-Q FOR THE
THREE MONTHS ENDED MARCH 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
PAGE
<S> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet 4
(Unaudited)
Consolidated Statements of Operations 5
(Unaudited)
Consolidated Statements of Cash Flows 6
(Unaudited)
Consolidated Statements of Shareholder's Equity 7
(Unaudited)
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition of Operations 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 17
Item 3. Defaults upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 20
</TABLE>
3
<PAGE> 4
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMERICAN ECOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
($ IN 000'S EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 3,866 $ 4,771
Receivables, net of allowance for doubtful
accounts of $731 and $619 respectively 6,471 7,696
Income taxes receivable 740 740
Prepayments and other 1,063 1,207
-------- --------
Total current assets 12,150 14,414
Cash and investment securities, pledged 479 226
Property and equipment, net 14,167 12,818
Deferred site development costs 27,430 27,430
Intangible assets relating to acquired businesses, net 384 390
Other assets 3,187 3,181
-------- --------
Total Assets $ 57,797 $ 58,459
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 394 $ 781
Accounts payable 2,527 2,706
Accrued liabilities 10,976 12,334
Deferred site maintenance, current portion 700 700
Income taxes payable 264 202
-------- --------
Total current liabilities 14,861 16,723
Long term debt, excluding current portion 3,587 3,569
Deferred site maintenance, excluding current portion 16,480 16,585
Commitments and contingencies
Shareholders' equity:
Convertible preferred stock, $.01 par value,
1,000,000 shares authorized, none issued --
--
Series D cumulative convertible preferred stock, $.01 par value,
100,001 authorized, 5,263 shares converted and retired 1
1
Series E redeemable convertible preferred stock, $10.00 par value,
300,000 authorized, 300,000 shares converted and retired -- --
Common stock, $.01 par value, 50,000,000 authorized, 13,704,050
and 13,704,050 shares issued and outstanding, respectively 137 137
Additional paid-in capital 54,513 54,513
Retained earnings (deficit) (31,782) (33,069)
-------- --------
Total shareholders' equity 22,869 21,582
-------- --------
Total Liabilities and Shareholders' Equity $ 57,797 $ 58,459
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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AMERICAN ECOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
($ in 000's except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
---- ----
<S> <C> <C>
Revenues $ 9,319 $ 9,179
Operating Costs 4,875 4,822
-------- --------
Gross profit 4,444 4,357
Selling, general and administrative expenses 3,263 4,373
-------- --------
Income (loss) from operations 1,181 (16)
Investment income 177 43
Gain on sale of assets 1 --
Other income 124 98
-------- --------
Net Income before income taxes
1,483 125
Provision for income taxes 101 6
-------- --------
Net income 1,382 119
Preferred stock dividends 100 103
-------- --------
Net income available to common
shareholders 1,282 16
======== ========
Basic earnings per share $ .094 $ .001
======== ========
Diluted earnings per share $ .082 $ .001
======== ========
Dividends paid per common share -- --
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
AMERICAN ECOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,381 $ 119
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 626 783
Income taxes payable 63 (18)
Changes in assets and liabilities:
Receivables 3,352
727
Investment securities classified as trading (3) 308
Other assets 562 66
Accounts payable and accrued liabilities (2,227) (3,926)
Deferred site maintenance (106) (97)
-------- ------
Total adjustments (358) 468
-------- ------
Net cash provided by (used in) operating activities 1,023 587
-------- ------
Cash flows from investing activities:
Capital expenditures (1,309) (246)
Transfers from cash & investment securities pledged (250) --
Site development costs, including capitalized interest -- (404)
-------- ------
Net cash used in investing activities (1,559) (650)
-------- ------
Cash flows from financing activities:
Proceeds from issuances of indebtedness -- 1,300
Repayments of indebtedness (369) (29)
Payment of cash dividends -- (1,354)
-------- ------
Net cash provided by (used in) financing activities (369) (83)
-------- ------
Increase (decrease) in cash and cash equivalents (905) (146)
Cash and cash equivalents at beginning of period 4,771 4,442
-------- --------
Cash and cash equivalents at end of period $ 3,866 $ 4,296
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized $ 60 $ 26
Income taxes 114 6
Acquisitions of equipment with capital leases 40 --
</TABLE>
See notes to consolidated financial statements.
6
<PAGE> 7
AMERICAN ECOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
($ in 000's)
<TABLE>
<CAPTION>
ADDITIONAL RETAINED
PREFERRED COMMON PAID-IN EARNINGS
STOCK STOCK CAPITAL (DEFICIT)
----- ----- ------- ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1999 $ 1 $ 137 $ 54,513 $ (33,069)
Net Income -- -- -- 1,382
Common stock issuance -- -- -- --
Dividends of preferred stock -- -- -- (100)
Preferred stock-retired -- -- -- --
Paid in capital-warrants -- -- -- --
Other adjustments
-- -- --
-- -- --
------ ------ -------- ---------
Balance, March 31, 2000 $ 1 $ 137 $ 54,513 $ (31,782)
====== ====== ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements
7
<PAGE> 8
AMERICAN ECOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION.
The Company pursuant to the rules and regulations of the Securities and Exchange
Commission has prepared the accompanying unaudited financial statements. Certain
information and footnote disclosures have been condensed or omitted pursuant to
GAAP (Generally Accepted Accounting Principles). In the opinion of management,
all adjustments and disclosures necessary for a fair presentation of these
financial statements have been included. These financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's 1999 Annual Report on Form 10-K for the year ended December 31,
1999, as filed with the Securities and Exchange Commission.
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant inter-company transactions and
balances have been eliminated in consolidation.
NOTE 2. LONG-TERM DEBT.
Long-term debt at March 31, 2000 and December 31, 1999 consisted of the
following (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------- --------
<S> <C> <C>
Note payable $ 1,781 $ 1,847
Capital lease obligations and other 2,200 2,503
------- -------
3,981 4,350
Less: Current maturities (394) (781)
------- -------
Long term debt $ 3,587 $ 3,569
======= =======
</TABLE>
Aggregate maturity of long term debt and future minimum payments under capital
leases is as follows (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
<S> <C> <C>
2000 $ 394 $ 781
2001 2,012 1,631
2002 748 730
2003 611 520
2004 216 688
------ -------
TOTAL $3,981 $ 3,569
====== =======
</TABLE>
The Company borrowed $1.3 million from two of its board members in March, 1999
and issued unsecured notes at 9% interest which mature September 2, 2001. The
Company is prohibited from paying dividends on common or preferred shares until
these notes are retired.
In April 2000, the Company signed an agreement for $1.5 million of long-term
capital leases and executed $513,000 in lease obligations. The Company also
signed a financing agreement for insurance premiums in the amount of $705,000
due by March 1, 2001.
The Company maintains a banking line of credit for $500,000 which it has not
activated.
8
<PAGE> 9
NOTE 3. EARNINGS PER SHARE.
Earnings per common share are calculated in accordance with SFAS No. 128 for the
three months ended March 31, 2000 and 1999 on basic and full diluted earnings
per common share, respectively. The following table shows the number of shares
used to calculate basic and fully diluted earnings per share.
<TABLE>
<CAPTION>
(in thousands except per share) Three Months Ended
March 30,
2000 1999
---- ----
<S> <C> <C>
Basic
Net income available to common shareholders
1,282 16
Weighted average common shares outstanding 13,704 13,557
Net income per share, basic $ .09 $ .001
======= =======
Diluted
Weighted average common shares outstanding 13,704 13,557
Dilutive effect of common stock options and warrants 1,930 .005
------- -------
Total weighted average common and dilutive shares
outstanding 15,634 14,562
Net income per share, diluted $ .08 $ .001
======= =======
</TABLE>
NOTE 4. DEFERRED SITE DEVELOPMENT COSTS.
The Company has a license to construct and operate a low-level radioactive waste
("LLRW") disposal facility to serve the Southwestern Compact in California
("Ward Valley facility") and has been selected to obtain a license to develop
and operate a LLRW disposal facility for the Central Interstate Compact ("CIC")
in Nebraska ("Butte facility").
The Company believes the State of California, where the Ward Valley Site is
located, has abandoned its efforts to obtain the project property from the U.S.
Department of the Interior. On May 2, 2000, US Ecology, a wholly owned
subsidiary of the Company, filed suit against the State of California and its
Governor in Superior Court for the County of San Diego seeking monetary damages
stemming from the state's failure to comply with state and federal laws and an
order forcing the state to honor its contractual relationship with the Company.
The damages sought are in excess of $162 million for costs incurred, interest,
and lost profits. The company also continues to protect its investment in the
Ward Valley project in federal court through two lawsuits filed against the
Federal government in early 1997. The suits are based on actions by Interior
Secretary Bruce Babbitt purporting to rescind his predecessor's decision to
transfer the Ward Valley site to California. The first case, filed in the United
States Court of Federal Claims, seeks monetary damages in excess of $73 million.
On March 27, 2000, the court dismissed this case. The Company promptly appealed.
No schedule has been set for this appeal. The second case, filed in the Federal
District Court for the District of Columbia, seeks injunctive relief and a writ
of mandamus ordering delivery of the Ward Valley site land to California. The
trial court rendered an adverse judgment in this action on March 31, 1999, which
the Company has also appealed. The United States Court of Appeals for the
District of Columbia Circuit has scheduled oral arguments in this case for
September, 2000.
All costs through July 31, 1999 related to the development of the Ward Valley
facility were capitalized and since then have been expensed as incurred. After
adjusting for a 1998 bank settlement , the Company had deferred $20,952,000 (36%
of total assets) of pre-operational facility development costs for the Ward
Valley facility, of which $895,000 represents capitalized interest, as of March
31, 2000.
The Company has incurred reimbursable costs and received revenues for the
development of the Butte, Nebraska disposal facility under a contract with the
CIC Commission. While the Company, through is subsidiary US Ecology, has an
equity position in the project, it has acted principally as a contractor to the
CIC. Major generators of waste within the CIC's five-state region have provided
approximately 89% of the funds expended to develop the Butte facility. As of
March 31, 2000, the Company has contributed and capitalized approximately
$6,478,000 of costs (11% of total assets)for the Butte facility, $386,000 of
which is capitalized interest.
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<PAGE> 10
In December 1998, the State of Nebraska denied US Ecology's license application
to build and operate the Butte facility. At the CIC's direction, US Ecology
filed a Petition for a Contested Case challenging the State license denial in
January, 1999. Major waste generators funding the development project filed suit
in the Federal District Court for Nebraska in December 1998 seeking to recover
certain costs expended on the Nebraska licensing process and prevent the State
of Nebraska from proceeding with its contested case hearing on the license
denial. US Ecology subsequently intervened as a plaintiff. As anticipated,
revenue from the project declined substantially following the shift in project
focus from licensing to litigation.
On April 12, 2000, the United States Court of Appeals for the Eighth Circuit
upheld a preliminary injunction issued in United States District Court enjoining
the State of Nebraska hearing process. The Eighth Circuit also affirmed a
District Court ruling that Nebraska waived a portion of its sovereign immunity
when it joined the CIC. Additional appeals by the State of Nebraska are pending
before the Eighth Circuit. The Company believes the case will go to trial in
2001. The major waste generators are funding the CIC to maintain the Butte
facility pending the outcome of litigation.
Management believes the company's legal position in each of the above legal
matters have substantial legal merit. The Company intends to continue devoting
resources necessary to pursue all three Ward Valley legal actions, and to
continue pursuing its remedies in federal court regarding the Nebraska licensing
process. The Company believes that the deferred site development costs for the
Butte, Nebraska facility will be realized and that its investment in Ward Valley
will be recouped; however, there can be no assurance that the company will
recover its investment in either project. The timing and outcome of pending
litigation cannot be predicted. Failure to develop the Butte facility or recover
costs from either facility through legal recourse, would have a material adverse
effect on the Company's financial condition
The following table shows the ending capitalized balances for deferred site
development costs with no change for the periods ended March 31, 2000 and
December 31, 1999 in thousands of dollars:
<TABLE>
<CAPTION>
Capitalized Costs Capitalized Interest Total
----------------- -------------------- -----
<S> <C> <C> <C>
Ward Valley, CA Project $ 20,057 $ 895 $ 20,952
Butte, Nebraska Project 6,092 386 6,478
----------- --------- ---------
Total $ 26,149 $ 1,281 $ 27,430
</TABLE>
In July 1999, the Company elected not to capitalize further contributions to
either project. These costs remain capitalized on the Company's books while it
pursues legal actions to protect its investments.
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<PAGE> 11
NOTE 5. INCOME TAXES.
The Company had an effective federal tax rate of 0% on March 31, 2000 and
December 31, 1999 respectively. The statutory rate of 34% is offset by a
valuation allowance for deferred tax assets of approximately 35%. This valuation
allowance was established for certain deferred tax assets due to realization of
uncertainties inherent with long-term deferred site maintenance costs,
uncertainties regarding future operating results. and limitations on utilization
of acquired net operating loss carry forwards for tax purposes. At March 31,
2000, the available net operating loss carry forward was $31.3 million. This
unrestricted net operating loss carry forward expires as follows:
- $4.3 million in 2010
- $8.7 million in 2011
- $7.8 million in 2012
- $6.9 million in 2013
- $3.6 million in 2014
The limited portion subject to Internal Revenue Service ("IRS") Code Section 382
is $2.7 million and expires beginning 2006.
As of March 31, 2000, certain refund claims had not been received and $740,000
is reflected as income taxes receivable. The Company has filed an amended
federal income tax refund claim for approximately $740,000. On September 29,
1999 the IRS proposed to deny this claim. On November 29, 1999 the Company
protested this denial, which is currently pending with the IRS. The Company
believes its claim was improperly denied and intends to continue efforts to
obtain the $740,000 refund from the IRS.
While this $740,000 refund claim was outstanding, the Company sold this claim
for $736,000 to its bank in November 1998 with recourse. The Company
subsequently agreed to buy back 25% of the tax refund claim for $184,000. The
Company has been making monthly payments to satisfy this obligation, with final
payment due in October 2000. In the event the Company's protest to the IRS is
unsuccessful, it has an obligation to pay 75% of the claim or $552,000 to its
prior bank, which purchased the claim with recourse.
NOTE 6. ENVIRONMENTAL LIABILITIES.
The Company has financial commitments for costs associated with future
obligations for closure and/or post-closure maintenance at facilities it
operates or is otherwise responsible for. The final closure and post-closure
liabilities are covered by insurance policies should the Company fail to comply
with its obligations. The total estimated final closure and post-closure cost
must be fully accrued for each landfill at the time the site discontinues
accepting waste and is closed.
Environmental Matters
The Company has reserves and insurance policies for costs associated with future
closure and post-closure obligations for both current and formerly operated
disposal facilities. The Company has established reserves and insurance policies
for these commitments based on professional engineering studies and
interpretations of current and potential regulatory requirements performed at
least annually. Costs accounted for include final disposal unit capping, gas
emission control, subsurface soil and groundwater monitoring, and other
monitoring and routine maintenance costs required after a disposal site stops
accepting waste. The Company believes it has made adequate accounting through
reserves and the insurance policy for closure and post-closure obligations.
The Company estimates that the aggregate final closure and post-closure costs
for all insured facilities owned or operated was approximately $17,180,000 as of
March 31, 2000. The Company has remaining a four-year prepaid insurance policy
for these facilities, and has also set aside investment securities to pay
certain deductible limits.
Management believes that disposition of these environmental matters will not
have a material, adverse effect on the financial condition of the Company.
Operation of disposal facilities creates operational, monitoring, site
maintenance, closure and post-closure obligations that could result in
unforeseen costs for monitoring and corrective
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action. The Company cannot predict the likelihood or effect of such costs,
regulations, statutes, or other future events affecting its facilities.
Financial Assurance and Site Maintenance
When disposal facilities reach capacity or upon lease or license termination
dates, they must be closed and then maintained for a prescribed period. In the
case of hazardous waste facilities, federal regulation requires that operators
demonstrate financial capability to close on an immediate, unscheduled
(worst-case) basis. The estimated costs of such a closure are set forth in the
operator's RCRA closure/post-closure plan.
The Company has provided letters of credit, trust funds and certificates of
insurance, as financial assurance to meet closure and post closure obligations
at its hazardous waste facilities. Cash and investment securities totaling
$479,000 at March 31, 2000 and $226,000 at December 31, 1999 have been pledged
as collateral for these obligations. Management believes that $479,000 is an
adequate reserve combined with the letters of credit, certificates of insurance,
and corporate guarantees maintained as financial assurance.
NOTE 7. OPERATING SEGMENTS
Summarized financial information concerning the Company's reportable segments
are shown below. The Company has adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." The Company operates two
business segments, Chemical Services and LLRW Services. The Chemical Services
division processes and disposes of hazardous, PCB and non-hazardous waste. The
LLRW Services division processes, packages, and disposes of material
contaminated with low-level and naturally occurring radioactive material.
Segment data includes inter-company transactions at cost, as well as allocation
for certain corporate costs. The "Corporate & Other" column includes
corporate-related items not allocated to the reportable segments.
<TABLE>
<CAPTION>
Reported in ($000) Chemical Services LLRW Services Corporate & Other Total
- ------------------ ----------------- ------------- ----------------- -----
<S> <C> <C> <C> <C>
3 Months Ending March 31, 2000
Sales $ 3,724 $ 5,768 $ (173) $ 9,319
Operating Costs
2,220 2,777 (122) 4,875
----------- ----------- ----------- ----------
Gross Profit $ 1,504 $ 2,991 $ (51) $ 4,444
S, G&A Expense 734 1,568 961 3,263
Interest Expense/(Income) (31) 23 (1,299) (1,307)
Corporate Allocation 390 615 1,005
Federal Taxes -- -- 101 101
----------- ----------- ----------- ----------
Net Income $ 411 $ 785 $ 186 $ 1,382
Total Assets $ 14,755 $ 37,175 $ 5,867 $ 57,797
3 Months Ending March 31, 1999
Sales $ 3,876 $ 5,615 $ (312) $ 9,179
Operating Costs 2,265 2,925 (368) 4,822
----------- ----------- ----------- ----------
Gross Profit $ 1,611 $ 2,690 $ 56 $ 4,357
S, G&A Expense 1,460 1,559 1,354 4,373
Interest Expense/(Income) (102) 12 (51) (98)
Corporate Allocation 407 555 (962) (43)
Federal Taxes -- 20 (14) 6
----------- ----------- ----------- ----------
Net Income $ (154) $ 544 $ (271) $ 119
Total Assets $ 14,263 $ 36,066 $ 7,468 $ 57,797
</TABLE>
12
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NOTE 8. CASH AND INVESTMENT SECURITIES.
The Company and its wholly owned subsidiary American Liability and Excess
Insurance Company ("ALEX"), a captive insurance company, maintains a securities
portfolio with a national brokerage firm. At March 31, 2000, ALEX held
$2,179,000 of cash and securities classified as trading. This amount decreased
to $2,042,000 in fair market value as of April 24, 2000. The Company has pledged
$479,000 of these monies as security for various insurance policies. ALEX is
currently inactive and maintains an investment portfolio that is used for
insurance deductibles.
NOTE 9. COMMITMENTS AND CONTINGENCIES.
The Company becomes involved in judicial and administrative proceedings
involving federal, state and local governmental authorities in the ordinary
course of conducting business. Actions may also be brought by individuals or
groups of individuals in connection with permitting of planned facilities,
alleged violations of existing permits, or alleged damages suffered from
exposure to hazardous substances purportedly released from Company operated
sites, and other litigation. The Company maintains insurance intended to cover
property and damage claims asserted as a result of its operations.
Insurance: The Company carries a broad range of insurance coverage, which
management considers prudent to protect the Company's assets and operations.
Some of this insurance coverage is subject to a varying degree of risk retention
by the Company.
Casualty coverage currently includes $1,000,000 primary commercial general
liability with a $2,000,000 aggregate and $5,000,000 primary automobile
liability. The Company maintains workers' compensation insurance in accordance
with laws of the various states in which it is an employer. This coverage is
supported by $25,000,000 in umbrella insurance protection. A property policy
provides insurance coverage for real and personal property.
The Company also maintains an environmental impairment liability ("EIL")
insurance policy for certain of its non-radioactive landfills, transfer
stations, and recycling facilities. This provides coverage for property damage
and/or bodily injury to third parties caused by potential off-site pollution
emanating from such landfills, transfer stations, or recycling facilities. This
policy provides $10,000,000 of coverage per loss with a $10,000,000 aggregate
limit.
Professional Environmental Consultants Liability Insurance is carried to cover
damages the Company is legally obligated to pay because of an act, error or
omission in professional services, or a loss resulting in environmental
impairment away from an owned site. This policy is subject to a $5,000,000 per
occurrence limit with a $5,000,000 aggregate.
Nuclear Liability Insurance is carried to cover bodily injury and property
damage claims to third parties caused by the nuclear energy related hazards for
which the Company is legally obligated.
Certain of the Company's landfills and recycling facilities are covered for
Closure/Post Closure costs through a direct risk transfer insurance policy.
Other sites are covered through funds required by various states.
Periodically management reviews and may establish reserves for legal and
administrative matters, or fees expected to be incurred in connection with such
matters. At this time, management believes that its reserves and insurance are
adequate.
There have been no significant changes in commitments and contingencies other
than that included in Part II, Item 1. of this report, Legal Proceedings.
NOTE 10. PREFERRED STOCK.
In November 1996, the Company issued 300,000 shares of Series E Redeemable
Convertible Preferred Stock ("Series E") in a private offering to four of its
directors for $3,000,000 in cash. The Series E bore an 11.25% annual
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<PAGE> 14
dividend, paid quarterly in shares of the Company's common stock, and was issued
to fulfill a prior banking requirement. No voting rights or powers apply.
On February 10, 1998 the Company concluded its rights offering and carried out a
partial redemption of the Series E for common stock and a mandatory conversion
to cash for the remaining Series E holders. This preferred stock was then
considered converted and retired, but carries 3,000,000 warrants with no
assigned value, and a $1.50 per share exercise price which expire in June, 2008.
In September 1995, the Board of Directors authorized issuance of preferred stock
designated as 8 3/8% Series D Cumulative Convertible Preferred Stock ("Series
D")., The issuance of 105,264 of Series D shares and warrants allowed Series D
holders to purchase 1,052,640 shares of the Company's common stock. The Company
Series D with warrants were sold in a private offering to members or past
members of the Board of Directors for $4,759,000. Offering expenses of $101,000
and $140,000 in settlement of liabilities were deducted from the proceeds. Each
Series D share is convertible at any time, at the option of the holder, at the
current conversion rate of common shares of the Company as specified in the
designation certificate.
On September 12, 1999 the warrants on the Series D expired, except one Series D
holder. The Company extended an offer to all Series D holders to extend the
warrants until September 13, 2002 if they converted their Series D to common
stock. One Series D holder converted 5,263.2 preferred shares for common shares
and extended 64,211 warrants. Each warrant has an exercise price of $4.75. Since
their value is deemed de minimus, no value is assigned to these warrants in the
accompanying consolidated financial statements. 100,001 shares of Series D
preferred stock remain outstanding. Dividends on Series D Stock are cumulative
from the date of issuance and payable quarterly commencing on October 15, 1995.
Covenants in notes payable prohibit the payment of dividends. At March 31, 2000,
accrued dividends totaled $497,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion and analysis contains trend information and other
forward-looking statements that involve a number of risks and uncertainties. The
Company's actual results could differ materially from the Company's historical
results of operations and those discussed in these forward-looking comments.
Factors that could cause actual results to differ materially are included, but
are not limited to, those identified in Notes 2, 3, 4 and 5 to the Consolidated
Financial Statements herein, Part II, Item 1. Legal Proceedings, and the
discussion below. Certain factors that may influence actual operations in the
future are discussed in the Company's Form 10-K for the year ended December 31,
1999 in Part I, Item 1. Business.
The Company mainly derives its revenues from fees charged for processing and
disposal of hazardous, non-hazardous, and low-level radioactive waste. Revenues
are also derived from rebuilding electric motors from nuclear power plants,
brokering LLR and Hazardous Waste, and field service operations. For the quarter
ending March 31, 2000, revenues increased 1.5 % to $9,319,000 compared to
$9,179,000 for the same period in 1999.
Disposal fees are assessed to the customers of the Company's operating
facilities. These may include state and local fees, and are generally based on
the volume or weight of waste deposited. The Company may incur additional costs
to process waste (e.g. by compaction or decontamination), stabilize waste (e.g.
mixing with concrete), or transporting waste. Some of these costs create
inter-company charges and revenues, all of which have been eliminated in these
consolidated financial statements.
Operating expenses include direct and indirect costs for labor, maintenance and
repairs, subcontracted costs and equipment, insurance, taxes and accruals for
burial fees and other costs. The Company has properly accounted for fees
assessed by regulatory authorities for the issuance of permits and licenses.
Selling, general & administrative costs include management salaries, sales and
marketing efforts, clerical and administrative costs, legal fees, office
rentals, corporate insurance, and other administrative costs for the general
corporate overhead.
14
<PAGE> 15
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000 AND 1999
The following table shows for a comparison of the two service groups without
inter-company or consolidated corporation costs or the captive insurance company
ALEX.
Condensed Statement of Operations
<TABLE>
<CAPTION>
Reported in $000 March 31, 2000 March 31, 1999
Chemical LLRW Chemical LLRW
-------- ---- -------- ----
<S> <C> <C> <C> <C>
Operating revenues $ 3,724 $ 5,768 $ 3,876 $ 5,615
Operating costs 2,220 2,777 2,265 2,925
---------- ----------- ---------- -----------
Gross Profit $ 1,504 $ 2,991 $ 1,611 $ 2,690
S, G & A 734 1,568 1,460 1,559
---------- ----------- ---------- -----------
Income (loss) from
operations $ 770 $ 1,423 $ 151 $ 1,131
Other income (expense) $ 359 $ 638 $ 305 $ 587
---------- ----------- ---------- -----------
Net Income (loss) $ 411 $ 785 $ (154) $ 544
========== =========== ========== ===========
</TABLE>
The following table sets forth items in the Statements of Operations for the
periods ended March 31, 2000 and March 31, 1999, as a percentage of revenue:
<TABLE>
<CAPTION>
Percentage of Revenues for
March 31,
---------
2000 1999
---- ----
<S> <C> <C>
Revenues 100.0% 100.0%
Operating costs 52.3 52.5
------ ------
Gross profit 47.7 47.5
Selling, general and administrative expenses 35.0 47.6
Income (loss) from operations 12.7 (.2)
Other (income) expense, net (3.2) (1.5)
------ ------
Income (loss) before income taxes 15.9 1.4
Income tax expense (benefit) 1.1 .1
Preferred stock dividends 1.1 1.1
------ ------
Net income (loss) to common shareholders 13.8% .2%
====== ======
</TABLE>
Revenues
Net sales for the first quarter of 2000 were $9,319,000 an increase of $140,000,
or 1.5%, over the first quarter of 1999. These sales were 60% LLRW Services and
40% Chemical Services. LLRW sales grew by 3% and Chemical sales declined by 4%
over the same quarter last year.
15
<PAGE> 16
Operating Costs
The operating costs increased $53,000 to $4,875,000 in the first quarter of 2000
compared to the first quarter of 1999. This is increase is a 1% increase in
operating costs a relatively parallel to the 1.5% increase in revenues for the
same period.
The gross margin for the first quarter of 2000 was 47.7%, a slight improvement
from the 47.5% gross margin realized in the first quarter of 1999. The
improvement in gross margin was primarily due to the favorable effect of fixed
costs allocated across slightly higher sales.
Selling, general and administrative (SG&A)
SG&A expenses for the first quarter 2000 dropped to $3,263,000, a decrease of
$1,110,000 from the $4,373,000 reported for the first quarter 1999. As a
percentage of sales, SG&A decreased from 48% for the first quarter 1999 to 35%
for the first quarter of 2000. The significant decrease in SG&A resulted from
continued implementation of spending controls $308,000, elimination of
administrative expenses of associated with the transportation unit (sold in May
1999) $233,000, lower administrative costs for the CIC 10,000, reduced costs on
the Chemical Services facilities of $319,000 and $240,000 for the LLRW services.
The Company capitalized of a portion of corporate and site overhead into the El
Centro municipal solid waste landfill project.
Other Costs, Income and Investment Income
Investment income is comprised principally of interest income earned on various
investments in securities held-to-maturity, dividend income, and realized and
unrealized gains and losses earned on the Company's stock portfolio classified
as trading securities. As of March 31, 2000 the Company reported investment
income of $177,000 compared to $43,000 for the first quarter of 1999. The main
reason for this increase was favorable market conditions in the first quarter of
2000. By mid-April, the fair market value of the portfolio had declined by about
$137,000.
The Company incurred interest expense of $60,000 as of March 31, 2000 compared
to $26,000 for the same period in 1999. The increase was due to additional
financing required for long-term leases on earth moving equipment used at the
Beatty, Nevada and Richland, Washington facilities.
Income Taxes
The Company had an effective federal tax rate of 0% at March 31, 2000 and
December 31, 1999 respectively. However, for the first quarter of 2000 the
Company recognized a tax obligation of $101,000 associated with investment
income earned and Alternative Minimum Tax. The Company believes that this tax
expense will be reduced after preparation of its consolidated income tax return
for the year.
Net Income
The combination of slightly higher sales, slightly higher gross margin and a
significant reduction in operating expense provided strong operating leverage.
This improved the operating margin to 13% of sales, compared to an operating
loss in the first quarter of 1999. This significantly higher operating margin,
combined with investment and other income, resulted in a net income of
$1,483,000 for the quarter compared to net income of $119,000 for the same
period last year.
LIQUIDITY AND CAPITAL RESOURCES:
On March 31, 2000, cash, cash equivalents and short-term investments totaled
$3,866,000, a decrease of $905,000 from December 31, 1999. The decrease in cash,
cash equivalents and short-term investments was primarily due to increased
capital expenditures. Accounts receivable totaled $6,471,000 at the end of the
first quarter 2000, a decrease of $1,225,000 from the fourth quarter 1999. The
Company's "days sales outstanding" improved from 63 days at March 31, 1999 to 49
days at March 31, 2000. Capital spending in the first quarter of fiscal 2000
increased significantly over the $246,000 spent in the first quarter 1999 to
$1,696,000 in the first quarter of 2000 and was primarily attributable to the
investment in the Company's El Centro municipal solid waste landfill. The
Company currently expects that total capital expenditures for fiscal 2000 will
be between $7 million and $9 million.
On March 31, 2000 the Company's liquidity, as measured by the current ratio,
decreased slightly, as the current ratio dropped from 0.86:1.0 at December 31,
1999 to 0.82:1.0. Additionally, the Company's working capital deficit
16
<PAGE> 17
increased from $2,711,000 from $2,309,000 at December 31, 1999. However, the
Company has shown significant progress in reducing its working capital deficit
over the past several years. The working capital deficit of $2,711,000 at March
31, 2000 compared favorably to deficits of $7,281,000 and $16,807,000 at March
31, 1999 and March 31, 1998, respectively. This reduced working capital deficit
reflects improved collection of accounts receivable, payment of outstanding
accounts payable, and reduction in other current obligations in the past 3
years. During the 3 months ended March 31, 2000, the Company generated
$1,023,000 in cash from operations, which compared favorably to the $587,000
cash generated from operations during the same period last year. The increased
cash from operations was principally the result of increased profitability and
improved collections.
At March 31, 2000, the Company continued to maintain a $500,000 line of credit
with a local bank. The credit facility was not utilized during the quarter. Also
during the quarter the Company received a commitment from an equipment supplier
to provide $705,000 in equipment financing for equipment to be purchased in the
second quarter of 2000. The Company expects to utilize this equipment financing
to support the purchase of heavy equipment needed to operate the Company's new
municipal solid waste landfill, El Centro.
Seasonal Effects
Operating revenues are generally lower in the winter months, and increase in the
warmer summer months. However, both Chemical and LLRW Services revenues are more
affected by market conditions than seasonality.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In the ordinary course of conducting business, the Company becomes involved in
judicial and administrative proceedings involving federal, state and local
governmental authorities, individuals or groups of individuals in connection
with permitting or repermitting facilities, alleged violations of existing
permits, or damages claimed as a result of alleged exposure to hazardous
substances purportedly released from Company operated sites, and related
litigation. The Company maintains insurance intended to cover property,
environmental and personal injury claims asserted as a result of its operations.
Periodically management reviews and may establish reserves for legal and
administrative matters, or fees expected to be incurred in connection therewith.
At this time, management believes that resolution of pending matters will not
have a material adverse effect on the Company's financial position, results of
operations or cash flows.
Except as described below, there were no material developments with regard to
previously reported legal proceedings:
One of the Company's principal subsidiaries is a plaintiff in two related cases
against the United States, and in a case against the State of California, in
which one or more outcomes may have a significant favorable future impact on the
Company. In the first federal case, US Ecology is suing to recover development
costs, as well as lost profits and lost opportunity costs related to development
of the Southwestern LLRW Compact disposal facility in Ward Valley, California.
The court dismissed this case on March 27, 2000. The Company has appealed. In
the second case, US Ecology is seeking an order (writ of mandamus) from a
federal court to compel completion of the federal land transfer required for
construction of the state-licensed facility to proceed. The trial court rendered
an adverse judgment in this case on March 31, 1999, which the Company has also
appealed. In a further effort to protect its investment in the Ward Valley
project, the Company filed a lawsuit against the State of California on May 2,
2000, seeking (1) a writ of mandate to compel California to acquire the property
to build the Ward Valley project, (2) a court declaration of the state's duties
to the Company, and (3) damages in excess of $162 million, primarily for costs
incurred in developing the project, interest, and future lost profits. The
Company intends to pursue all three cases to final resolution.
The Company has intervened in a lawsuit against the State of Nebraska seeking
recovery of approximately $6.5 million investment and future lost profits
related to development of the proposed Central Interstate Compact LLRW disposal
facility near Butte, Nebraska. The trial court has ruled on several preliminary
matters that are now under appeal by the State of Nebraska. The trial court has
not yet ruled on whether the Company may be awarded money
17
<PAGE> 18
damages. On April 12, 2000, the appeals court upheld the trial court's ruling
that Nebraska is not immune to suit in this case and also upheld the trial
court's preliminary injunction prohibiting Nebraska from taking any further
steps in the state license hearing process until the matter is decided.
Remaining state appeals are expected to be decided in the summer of 2000, and
the case is expected to go to trial in 2001.
See Note 4 Deferred Site Development Cost for additional discussion.
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
27 Financial Data Schedule
b. Reports on Form 8-K
None
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Exhibit No. Description Incorporated by Reference from
Registrant's
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation, as amended 1989 Form 10-K
- ------------------------------------------------------------------------------------------------------------------------
3.2 Certificate of Amendment to Restated Certificate of Incorporation Form S-4 dated 12-24-92
dated June 4, 1992
- ------------------------------------------------------------------------------------------------------------------------
3.3 Amended and Restated Bylaws dated February 28, 1995 1994 Form 10-K
- ------------------------------------------------------------------------------------------------------------------------
10.1 Sublease dated February 26, 1976, between the State of Washington, Form 10 filed 3-8-84
the United States Dept. of Commerce and Economic Development, and
Nuclear Engineering Company with Amendments dated January 11, 1980,
and January 14, 1982.
- ------------------------------------------------------------------------------------------------------------------------
10.2 Lease dated May 1, 1977 ("Nevada Lease"), between the state of Form 10 filed 3-8-84
Nevada, Dept. of Human Resources and Nuclear Engineering Company,
with Addendum thereto, dated December 7, 1982
- ------------------------------------------------------------------------------------------------------------------------
10.3 Addendum to Nevada Lease dated March 28, 1988 1989 Form 10-K
- ------------------------------------------------------------------------------------------------------------------------
10.4 Nevada State Health Division, Radioactive Material License issued to 1989 Form 10-K
US Ecology, Inc. dated December 29, 1989
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE> 19
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
10.5 Administrative Order by Consent between the United States 1985 Form 10-K
Environmental Protection Agency and US Ecology, Inc. ("USE") dated
September 30, 1985
- ------------------------------------------------------------------------------------------------------------------------
10.6 State of Washington Radioactive Materials License issued to US 1986 Form 10-K
Ecology, Inc. dated January 21, 1987
- ------------------------------------------------------------------------------------------------------------------------
10.11 Agreement between the Central Interstate Low-Level Radioactive Waste 2nd Quarter 1988 10-Q
Compact Commission and US Ecology, Inc. for the development of a
facility for the disposal of low-level radioactive waste dated
January 28, 1988 ("Central Interstate Compact Agreement")
- ------------------------------------------------------------------------------------------------------------------------
10.12 Amendment to Central Interstate Compact Agreement May 1, 1990 1994 Form 10-K
- ------------------------------------------------------------------------------------------------------------------------
10.13 Second Amendment to Central Interstate Compact Agreement dated June 1994 Form 10-K
24, 1991
- ------------------------------------------------------------------------------------------------------------------------
10.14 Third Amendment to Central Interstate Compact Agreement dated July 1994 Form 10-K
1, 1994
- ------------------------------------------------------------------------------------------------------------------------
10.15 Settlement agreement dated May 25, 1988 among the Illinois Form 8-K
dated 6-7-88 Department of Nuclear Safety, US Ecology, Inc. and
American Ecology Corporation of a December 1978 action related to
the closure, care and maintenance of the Sheffield, Illinois LLRW
disposal site
- ------------------------------------------------------------------------------------------------------------------------
10.16 Nevada Division of Environmental Protection Permit for Hazardous 1988 Form 10-K
Waste Treatment, Storage and Disposal (Part B) issued to US Ecology,
Inc. dated June 24, 1988
- ------------------------------------------------------------------------------------------------------------------------
10.17 Texas Water Commission Permit for Industrial Solid Waste Management 1988 Form 10-K
Site (Part B) issued to Texas Ecologists, Inc. dated December 5,
1988
- ------------------------------------------------------------------------------------------------------------------------
10.18 Memorandum of Understanding between American Ecology Corporation and
1989 Form 10-K the State of California dated August 15, 1988
- ------------------------------------------------------------------------------------------------------------------------
10.19 United States Environmental Protection Agency approval to dispose of 1989 Form 10-K
non-liquid polychlorinated biphenyl (PCB) wastes at the Beatty,
Nevada chemical waste disposal facility
- ------------------------------------------------------------------------------------------------------------------------
10.26 Amended and Restated American Ecology Corporation 1992 Stock Option Proxy Statement dated 4-26-94
Plan *
- ------------------------------------------------------------------------------------------------------------------------
10.27 Amended and Restated American Ecology Corporation 1992 Outside Proxy Statement dated 4-26-94
Director Stock Option Plan *
- ------------------------------------------------------------------------------------------------------------------------
10.28 American Ecology Corporation 401 (k) Savings Plan * 1994 Form 10-K
- ------------------------------------------------------------------------------------------------------------------------
10.29 American Ecology Corporation Retirement Plan * 1994 Form 10-K
- ------------------------------------------------------------------------------------------------------------------------
10.33 Lease Agreement between American Ecology Corporation and VPM 1988-1, Form S-4 filed 12-24-92
Ltd. dated October 14, 1992
- ------------------------------------------------------------------------------------------------------------------------
10.34 Rights Agreement dated as of December 7, 1993 between American Form 8-K dated 12-7-93
Ecology Corporation and Chemical Shareholders Services Group,
Inc. as Rights Agent
- ------------------------------------------------------------------------------------------------------------------------
10.36 Settlement Agreement dated September 24, 1993 by US Ecology, Inc., 1993 Form 10-K
the State of Nevada, the Nevada State Environmental Commission, and
the Nevada Dept. of Human Resources
- ------------------------------------------------------------------------------------------------------------------------
10.37 Settlement Agreement dated as of January 19, 1994 by and among US 1993 Form 10-K
Ecology, Inc., Staff of the Washington Utilities and Transportation
Commission, Precision Castparts Corp., Teledyne Wah Chang, Portland
General Electric Company, the Washington Public Power
Supply System and Public Service Company of Colorado.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE> 20
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
10.38 Agreement dated January 28, 1994 between American Ecology Form 8-K dated 2-3-94
Corporation, Edward F. Heil, Edward F. Heil as trustee for Edward F.
Heil, Jr., Sandra Heil, and Karen Heil Irrevocable Trust Agreement
#2, Thomas W. McNamara and Thomas W. McNamara as a trustee of
The Jenner & Block Profit Sharing Trust No. 082.
- ------------------------------------------------------------------------------------------------------------------------
10.50 Increase Additional Number of Share Options to Directors Plan of 1992 Form S-8 dated 12-30-98
- ------------------------------------------------------------------------------------------------------------------------
10.51 Increase Additional Number of Share Options of 1992 Employees Plan Form S-8 dated 12-20-99
- ------------------------------------------------------------------------------------------------------------------------
10.52 Amended and Restated American Ecology Corporation 1992 Outside Proxy Statement dated 4-8-98
Director Stock Option Plan
- ------------------------------------------------------------------------------------------------------------------------
10.53 Amended and Restated American Ecology Corporation 1992 Stock Option Proxy Statement dated 4-12-99
Plan
- ------------------------------------------------------------------------------------------------------------------------
21 List of Subsidiaries 1994 Form 10-K
- ------------------------------------------------------------------------------------------------------------------------
23.2 Consent of Balukoff, Lindstrom & Co., P.A.
- ------------------------------------------------------------------------------------------------------------------------
27 Financial Data Schedule
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Management contract or compensatory plan.
(b) REPORTS ON FORM 8-K
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
16.1 Change of Auditors Letter - November 25, 1996 Form 8-K
- ------------------------------------------------------------------------------------------------------------------------
10.44 Series E Redeemable Convertible Preferred Stock - November 27, 1996 Form 8-K
- ------------------------------------------------------------------------------------------------------------------------
10.45 Third Amended & Restated Credit Agreement - February 18, 1997 Form 8-K
- ------------------------------------------------------------------------------------------------------------------------
10.48 Court Judgement Houston 88-January 26, 1998 Form 8-K
- ------------------------------------------------------------------------------------------------------------------------
10.49 Bank Restructure-Chase Bank of Texas N.A. November 19, 1998 Form 8-K
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN ECOLOGY CORPORATION
(REGISTRANT)
Date: May 11, 2000 By: /s/ Jack K. Lemley
------------------
Jack K. Lemley
Chief Executive Officer
Date: May 11, 2000 By: /s/ James R. Baumgardner
------------------------
James R. Baumgardner
Senior Vice President and
Chief Financial Officer
21
<PAGE> 22
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,866
<SECURITIES> 0
<RECEIVABLES> 6,471
<ALLOWANCES> 731
<INVENTORY> 0
<CURRENT-ASSETS> 12,150
<PP&E> 39,866
<DEPRECIATION> 25,699
<TOTAL-ASSETS> 57,797
<CURRENT-LIABILITIES> 14,861
<BONDS> 0
137
0
<COMMON> 1
<OTHER-SE> 22,869
<TOTAL-LIABILITY-AND-EQUITY> 57,797
<SALES> 9,319
<TOTAL-REVENUES> 9,319
<CGS> 4,875
<TOTAL-COSTS> 2,961
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,483
<INCOME-TAX> 101
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 100
<NET-INCOME> 1,282
<EPS-BASIC> .094
<EPS-DILUTED> .082
</TABLE>
