-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R+zXO+IP4hezH85KPcSecOsZZ9OFtHMOuMzfqZ0fZrl+T93tdWLWsOEvtjIxXC// P6pIcoaaAbAcmzLOVV8M9w== 0000950129-99-003700.txt : 19990817 0000950129-99-003700.hdr.sgml : 19990817 ACCESSION NUMBER: 0000950129-99-003700 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ECOLOGY CORP CENTRAL INDEX KEY: 0000742126 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953889638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11688 FILM NUMBER: 99690078 BUSINESS ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOSIE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083318400 MAIL ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOISE STATE: ID ZIP: 83702 10-Q 1 AMERICAN ECOLOGY CORPORATION - DATED 06/30/1999 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 June 30, 1999 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) 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) (208) 331-8400 (Registrants telephone number, including area code) Indicate by a check mark whether Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [X] At August 13, 1999, Registrant had outstanding 13,557,875 shares of its Common Stock. 2 AMERICAN ECOLOGY CORPORATION QUARTERLY REPORT FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 1999 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements PAGE Consolidated Balance Sheet (Unaudited) 4 Consolidated Statements of Operations (Unaudited) 5 Consolidated Statements of Cash Flows (Unaudited) 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings 15 Item 2. Changes in Securities 16 Item 3. Defaults upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 17 Item 6. Exhibits and Reports on Form 8-K 17 Signatures 20
2 3
DIRECTORS OFFICERS - ------------------------------------------- -------------------------------------------- Jack K. Lemley Jack K. Lemley Chairman of the Board Chairman and Chief Executive Officer American Ecology Corporation Joseph J. Nagel Rotchford L. Barker President and Chief Operating Officer Independent Businessman Robert S. Thorn Paul C. Bergson Vice President and Chief Accounting Officer Principal Bergson & Company L. Gary Davis Vice President and Controller Keith D. Bronstein President Stephen A. Romano Tradelink, LLC Vice President Patricia M. Eckert Richard F. Paton Principal Vice President Patricia M. Eckert & Associates Phillip K. Chattin Edward F. Heil General Counsel and Secretary Chairman of the Board American Environmental Construction Company FINANCIAL REPORTS Paul F. Schutt A copy of the American Ecology Corporation Chief Executive Officer Financial Reports, filed with the Nuclear Fuel Services, Inc. Securities and Exchange Commission, may be obtained by writing to: John J. Scoville President American Ecology Corporation J.J. Scoville & Associates, Inc. 805 W. Idaho, Suite 200 Boise, Idaho 83702 CORPORATE OFFICE TRANSFER AGENT American Ecology Corporation Chasemellon Shareholder Services, LLC 805 W. Idaho, Suite 200 Overpeck Centre Boise, Idaho 83702 85 Challenger Road (208)331-8400 Ridgefield Park, New Jersey 07660 (201) 296-4000 COMMON STOCK www. Chasemellon.com American Ecology Corporation's common stock AUDITOR trades on the NASDAQ Stock Market under the symbol ECOL. Balukoff, Lindstrom & Co., P.A.. 877 West Main Street, Suite 805 Boise, Idaho 83702
3 4 PART 1 FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. AMERICAN ECOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) ($ IN 000'S EXCEPT PER SHARE AMOUNTS)
June 30, December 31, 1999 1998 -------- ------------ ASSETS Current Assets: Cash and cash equivalents $ 2,040 $ 4,442 Receivables (trade and other), net of allowance for Doubtful accounts of $1,150 and $1,047, respectively 6,981 9,506 Income tax receivable 740 740 Prepayments and other 741 1,023 -------- -------- Total current assets 10,502 15,711 Cash and investment securities, pledged 5,136 5,405 Property and equipment, net 9,482 11,145 Deferred site development costs 27,450 26,909 Intangible assets relating to acquired businesses, net 402 414 Other assets 2,576 2,216 -------- -------- Total assets $ 55,548 $ 61,800 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long term debt $ 72 $ 119 Accounts payable 3,247 5,101 Accrued liabilities 11,600 17,267 Deferred site maintenance, current portion 700 700 Income taxes payable 69 91 -------- -------- Total current liabilities 15,688 23,278 Long term debt, excluding current portion 2,439 2,223 Deferred site maintenance, excluding current portion 18,630 18,839 Commitments and contingencies Shareholders' equity: Convertible preferred stock, $.01 par value, 1,000,000 shares authorized -- -- Series D cumulative convertible preferred stock, $.01 par value, 105,264 authorized, 105,264 shares issued and outstanding 1 1 Common stock, $.01 par value, 50,000,000 authorized, 13,557,875 13,557,275 shares issued and outstanding, respectively 136 136 Additional paid-in capital 54,382 54,385 Retained earnings (deficit) (35,728) (37,062) -------- -------- Total shareholders' equity 18,791 17,460 -------- -------- Total Liabilities and Shareholders' Equity $ 55,548 $ 61,800 ======== ========
See notes to consolidated financial statements 4 5 AMERICAN ECOLOGY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ($ IN 000'S EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 -------- -------- -------- -------- Revenues $ 8,907 $ 10,230 $ 18,086 $ 19,874 Operating costs 4,197 5,787 9,020 11,867 -------- -------- -------- -------- Gross profit 4,710 4,443 9,066 8,007 Selling, general and administrative expenses 4,372 4,800 8,745 8,844 Income (loss) from operations 338 (357) 321 (837) Investment income 269 84 313 394 Gain on sale of assets 663 37 663 72 Other income 196 499 294 698 -------- -------- -------- -------- Net income before income taxes 1,466 263 1,591 327 Income tax expense 40 37 47 181 -------- -------- -------- -------- Net income 1,426 226 1,544 146 Preferred stock dividends 107 107 210 212 -------- -------- -------- -------- Net income (loss) available to common Shareholders $ 1,319 $ 119 $ 1,334 $ (66) ======== ======== ======== ======== Basic earnings per share $ .10 $ .01 $ .10 $ (.01) ======== ======== ======== ======== Diluted earnings per share $ .08 $ .01 $ .08 $ (.01) ======== ======== ======== ======== Dividends paid per common share $ -- $ -- $ -- $ -- ======== ======== ======== ========
See notes to consolidated financial statements. 5 6 AMERICAN ECOLOGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ($ in 000's)
Six Months Ended June 30, 1999 1998 ------- ------- Cash flows from operating activities: Net income (loss) $ 1,544 $ 146 Adjustments to reconcile net income (loss) to net cash Provided by operating activities: Depreciating and amortization 1,181 1,564 Deferred income tax provision (22) -- (Gain) on sale of assets (663) (72) Changes in assets and liabilities: Receivables 2,525 447 Investment securities classified as trading 269 (1,126) Other assets (171) (450) Accounts payable and accrued liabilities (6,479) (2,770) Deferred site maintenance 175 (201) ------- ------- Total adjustments (3,185) (2,608) ------- ------- Net cash provided by (used in) operating activities (1,641) (2,462) ------- ------- Cash flows from investing activities: Capital expenditures (384) (522) Site development costs, including capitalized interest (927) (919) Proceeds from sales of property and equipment 1910 -- Proceeds from sales of investment securities -- 2,309 Transfers from cash and investment securities, pledged -- -- ------- ------- Net cash used in investing activities 599 868 ------- ------- Cash flows from financing activities: Proceeds from issuance of indebtedness (1,300) 8,690 Proceeds from rights offering -- 1,996 Repayments of indebtedness (60) (9,212) ------- ------- Net cash provided by (used in) financing activities (1,360) 1,474 ------- ------- Increase (decrease) in cash and cash equivalents (2,402) (120) Cash and cash equivalents at beginning of period 4,442 366 ------- ------- Cash and cash equivalents at end of period $ 2,040 $ 246 ======= ======= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest, net of amounts capitalized $ 58 $ 109 Income taxes 53 184
See notes to consolidated financial statements. 6 7 AMERICAN ECOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION. The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary to 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 1998 Annual Report on Form 10-K for the year ended December 31, 1998, as filed with the Securities and Exchange Commission. Certain reclassifications and other corrections for rounding have been made in prior period financial statements to conform to the current period presentation. 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 June 30, 1999 and March 31, 1999 consisted of the following (in thousands):
June 30, March 31, 1999 1999 ------- --------- Notes Payable $ 1,300 $ 1,300 Capital lease obligations and other 1,210 1,038 ------- ------- 2,510 2,338 Less: Current maturities (72) (96) ------- ------- Long-term debt $ 2,438 $ 2,242
Aggregate maturities of long-term debt and the future minimum payments under capital leases are as follows (in thousands):
June 30, -------- 1999 $ 72 2000 871 2001 868 2002 700 TOTAL $ 2,510
The company borrowed $1.3 million from two of its board members as notes payable in March 1999. The notes are due in November 2000, are unsecured, bear interest of 9%, and prohibit the Company from paying dividends on common or preferred shares while they are outstanding. 7 8 NOTE 3. DEFERRED SITE DEVELOPMENT COSTS. The Company has been licensed to construct and operate the low-level radioactive waste ("LLRW") facility for the Southwestern Compact ("Ward Valley facility"), and has been selected to obtain a license to develop and operate the Central Interstate Compact ("Butte facility"). The Company currently holds a license from the California Department of Health Services to construct and operate the Ward Valley LLRW facility to serve the Southwestern Compact region. However, California has been unable to persuade the U.S. Department of the Interior to transfer title to the site-land to California so construction for the facility may proceed. In the first quarter of 1997, the Company filed two lawsuits against the United States. The first was filed in the Court of Federal Claims, seeking monetary damages of more than $73 million. The second case was filed in the Federal District Court in Washington D.C. seeking injunctive relief and a writ of mandamus ordering the land transferred to California. The trial court rendered an adverse judgement in the mandamus action March 31, 1999, which the Company has appealed. All costs related to the development of the Ward Valley facility have been capitalized. After adjusting for the bank settlement in November 1998, and as of June 30, 1999, the Company had deferred $20,944,000 (37% of total assets) of pre-operational facility development costs of which $895,000 represents capitalized interest. These deferred costs are to be recovered during the facilities first 20 years of operation from disposal fees approved by the Department of Health Services (DHS) in accordance with existing state regulations. The approval process is to include a prudency review of pre-operational costs incurred by the Company. The Company expects all costs that it has deferred for this facility, and unrecognized project interest costs, to be included in the rate-base. However, there can be no assurance that all of these costs will be approved by the DHS, or that the facility will ever be constructed. The Company had incurred reimbursable costs for the development of the Butte, Nebraska facility under a contract with the Central Interstate LLRW Compact Commission ("CIC"). These revenues declined substantially since April 1999. Major generators of waste within the CIC's five-state region have provided substantially all funding to develop the Butte facility. As of June 30, 1999, the Company has contributed and deferred approximately $6,478,000 (12% of total assets), $386,000 of which is capitalized interest, toward the development of the Butte facility. In December 1998, the State of Nebraska denied US Ecology's license application to build and operate the facility. The CIC directed US Ecology to submit and vigorously prosecute a Petition for a Contested Case challenging the State's denial. Accordingly, US Ecology filed its Petition pursuant to the Nebraska Administrative Procedure Act on January 15, 1999. The Major Generators filed suit in federal court for Nebraska on December 30, 1998, seeking to recover certain costs expended on the Nebraska licensing process and prevent the State of Nebraska from proceeding with the license review process. US Ecology has intervened as a plaintiff to protect the Company's interest and is seeking similar relief from Nebraska. The contested case is currently stayed by a federal judge's preliminary injunction order sought in this court action. While US Ecology has a minor equity position in the Butte, Nebraska project, it has acted principally as a contractor to the Central Interstate Low-Level Radioactive Waste Commission. As such, U.S. Ecology continues to execute contractually with the Commission's requests and expects to be reimbursed for all CIC approved activities undertaken pursuant to the contract. Although the timing and outcome of the matters referred to above are unknown, the Company continues to pursue the conveyance of the land from the federal government to California, so that facility construction may begin, and to pursue licensing of the Butte facility. The Company believes that the Butte facility license will be granted, operations of both facilities will commence and that the deferred site development costs for both facilities will be realized. In the event the Butte facility license is not granted, operations of either facility do not commence or the Company is unable to recoup its investments through legal recourse, the Company would suffer losses that would have a material adverse effect on its financial position. 8 9 The following table shows the ending capitalized balances for the periods ended June 30, 1999 and December 31, 1998 in thousands of dollars:
June 30, Capitalized Capitalized 1999 Costs Interest Total ---- ----------- ----------- -------- Ward Valley Project $ 20,049 $ 895 $ 20,944 Butte, Nebraska Project 6,092 386 6,478 December 31, 1998 ---- Ward Valley Project $ 19,536 $ 896 $ 20,431 Butte, Nebraska Project 6,092 386 6,478
In 1994, the Company began to capitalize interest in accordance with Statement of Financial Accounting Standards (SFAS) No. 34, Capitalization of Interest Cost, on the site development projects while facilities being developed are undergoing activities to ready them for their intended use. Because of the bank settlement in November 1998, the Company eliminated $12,461,000 of capitalized interest leaving only $1,282,000 of capitalized interest at June 30, 1999. The calculation of net earnings or loss per common share as in accordance with SFAS No. 128 for the three and six months ended June 30, 1999 and 1998, on basic and diluted earnings per share respectively:
(000'S EXCEPT PER SHARE AMOUNTS) Three Months Ended Six months ended June 30, June 30, 1999 1998 1999 1998 -------- -------- -------- -------- Net earnings (loss) available to common shareholders $ 1,319 $ 119 $ 1,344 $ (66) ======== ======== ======== ======== Weighted average shares outstanding: 13,557 13,498 13,557 11,768 Common shares outstanding at end of period-basic Shares used in computing dilutive potential earnings 17,334 13,498 17,334 11,768 (loss) per share Basic EPS $ .10 $ .01 $ .10 $ (.01) ======== ======== ======== ======== Diluted EPS $ .08 $ .01 $ .08 $ .00 ======== ======== ======== ========
9 10 NOTE 5. COMMITMENTS AND CONTINGENCIES. Other than the information set forth in Part II, Item 1, herein, there have been no other significant changes to any commitments and contingencies as described in Note 13 to the financial statements included in the Company's 1998 Annual Report on Form 10-K. NOTE 6. PREFERRED STOCK. The Company issued Series E preferred stocks in November 1996 and retired these shares after the rights offering in February 1998. The 300,000 shares of Series E bore an 11.25% annual dividend, which was paid quarterly in shares of the Company's common stock. There were no voting rights or powers attached to this 11.25% Series E Preferred Stock. There are 3,000,000 warrants for common stock exercisable at $1.50 per share. In September 1995, the Company sold 105,264 shares of 8 3/8% Series D Cumulative Convertible Preferred Stock (8 3/8% Preferred Stock"). Warrants were included with the 105,264 shares to purchase 1,284,221 shares of the Company's common stock at $4.75 per share. Each 8 3/8% Preferred Stock share is convertible at any time, at the option of the holder, into 15.88 shares of the Company's common stock. This is the equivalent to the conversion price of $5.50 on the $47.50 total per share offering price. Dividends on the 8 3/8% Preferred Stock is cumulative from the date of issuance and payable quarterly since October 15, 1995. Accrued unpaid dividends totaled $210,000 and $1,351,000 at June 30, 1999 and December 31, 1998 respectively. The 8 3/8% Preferred Stock shares are not redeemable. The liquidation preference is $47.50 per share plus unpaid dividends. Each share of the 8 3/8% Preferred Stock issued includes ten warrants to purchase one share of common stock for an exercise price of $4.75. The $4.75 warrants can be exercised at any time and expires September 12, 1999. No value was assigned to the warrants in the accompanying consolidated financial statements as the value is deemed to be de minimus. At the July 9, 1999 directors meeting, the Company's board authorized the extension of Series D Warrants expiration from September 12, 1999 to September 12, 2002. These Series D stock must be converted into common stock on or before September 12, 1999. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion 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 the forward-looking comments. Factors that could cause actual results to differ materially are included, but are not limited to, those identified in the Notes to the Consolidated Financial Statements above herein, and the discussion below. These statements should be read in conjunction with the Company's annual report on Form 10-K for the year ended December 31, 1998. Introduction American Ecology Corporation is the oldest radioactive and hazardous chemical waste company in the United States. Incorporated in 1952 as Nuclear Engineering Company, it has operated commercial radioactive and chemical waste disposal and treatment facilities nationwide longer than any other company. The Company is organized into two market-focused divisions: the Chemical Division and the Nuclear LLRW Division. In 1998, and the first six months of 1999, approximately 40% of revenues were derived from the Chemical Division. The Nuclear Division generated approximately 60% of revenues. Several under-performing acquisitions completed in 1994 interrupted the Company's financial growth in the early 1990's. This situation was intensified by a severe unforeseen downturn in the chemical waste disposal industry. Revenues and earnings peaked in 1994, and write-down of acquired assets resulted in large losses in 1995 and 1996. Since 1995, both gross profit and net income has improved steadily. This is due to the implementation of strategies developed by the new management team installed in 1995. The Company has redeployed certain assets to improve market position and sold its transportation division in the second quarter, 1999. 10 11 CAPITAL RESOURCES AND LIQUIDITY The Company has improved its cash position, reduced the working capital deficit, and improved certain aspects of operations. The six months ending June 30, 1999, the Company had a working capital deficit of $5,186,000, reduced from $14,663,000 one year earlier. Management has improved financial performance since 1995 and plans to continue reducing the working capital deficit. The Company intends to finance further capital expenditures through cash from operations. The Company sold its Houston-based hazardous and non hazardous waste transportation service provider, (formerly WPI) and Surecycle(R), a business division that operated a containerized hazardous waste collection service in the Gulf coast market to Boston-based Clean Harbors Environmental Services, Inc. Sale of the two operations and related facilities produced capital of $1.9 million and a gain on the sale over remaining book value of $663,000. The transportation fleet included approximately 800 pieces of transportation and storage equipment. The transaction also included waste transfer facilities in Pasadena and Robstown, Texas, and a leased facility near Dallas. MEASURES TO REDUCE COSTS Management has continued to implement an aggressive financial and operating plan since 1995. The Company has evaluated its market position and measured customer potentials. Operating results have improved as a result. The Company continues to evaluate the viability of certain other operations and their current potential to perform at an acceptable level of profitability. The Company believes its plan will continue to improve both cost structure and operating results. However, given the previous year losses and insufficient cash flow from operations, there can be no assurance that the plan will resolve the Company's liquidity challenges in a timely fashion. The Company continues to review opportunities to improve the liquidity position and to further reduce the working capital deficit. The Company may experience cash flow shortages that could cause the Company to materially reduce its current level of operations. CASH FLOW For the six months ended June 30, 1999, the Company had a cash deficit from operations of $1,641,000. The Company used $6,479,000 of cash to reduce outstanding accounts payable and for payment of burial fees and Washington State fee rebates. The Company continues to have difficulty meeting its obligations as they become due. The Company spent $384,000 for capital expenditures, excluding site development costs, and has invested $573,000 in site development costs for the Ward Valley facility compared to $4.1 million in 1998. For the three and six months ended June 30, 1999, the Company did not incur any interest related to the Ward Valley and Butte facilities. YEAR 2000 COSTS The Year 2000 (Y2K) issue involves potential problems with computer systems or any equipment with computer chips using dates where the year is stored as two characters (e.g. 98 for 1998). These systems may incorrectly evaluate dates beyond the year 1999, potentially causing system failures, which could affect our business. The Company believes that its computer systems comply with the Y2K requirement for date changes, but retains some concern that certain companies we do business with may not comply. The Company has implemented a Y2K Plan that addresses traditional hardware and software systems, embedded systems, and service providers. The plan includes identification and coordination with external interfacing systems. The Company does not expect the expenses associated with compliance to have a material affect on its financial position, operations or cash flows. 11 12 STATE OF READINESS The Company is organized with the two operating divisions, Chemical and Nuclear LLRW. Each division has prepared a plan for Y2K compliance, as described below: Chemical Division: The Chemical Division has locations in Texas and Nevada. Each site location reviewed and analyzed its own obligations as well as those of its vendors and customers to meet Y2K compliance requirements. All locations contacted local power companies to arrange contingency plans for power interruptions. Each location has diesel generators that are capable of supplying adequate power in case of an outage. Compliance and regulatory calendars will be reviewed and any reports that can be completed in December for January 2000 will be done early. The Company has received compliance certification for critical groundwater and certain other compliance reports. Personnel will review all safety equipment to ensure it is in good working order and stock extra supplies. All laboratory equipment used for stabilization and fingerprint analysis has been reviewed and is Y2K compliant. The Company will maintain maximum inventories of solidification and stabilization reagents. Nuclear LLRW Division: The LLRW Division has limited vulnerability to Y2K problems. All critical services have been evaluated and contingencies developed where needed. The Company has reviewed each critical service and has a contingency plan where applicable. A review has been made of radiation detection equipment, security systems, fire alarms, and power and heating supplies. The Company has requested written assurance from its principal suppliers and service providers that they will be Year 2000 compliant. The majority of these suppliers have responded favorably. No significant supplier problems have been discovered to date. There can be no assurances; however, that the systems or products of third parties, which the Company relies upon, will be properly converted. The Company does not expect any material disruption in operation or losses in revenue due to Y2K problems. 12 13 RESULTS OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998. The following table presents, for the periods indicated, the percentage of operating line items in the consolidated income statement to operating revenues:
Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, 1999 June 30, 1999 June 30, 1998 June 30, 1998 ----------------- ----------------- ----------------- ----------------- $ % $ % $ % $ % Revenue 8,907 18,086 10,230 19,874 Operating Costs 4,197 47.1 9,020 49.9 5,787 56.6 11,867 59.7 Gross Profit 4,710 52.9 9,066 50.1 4,443 43.4 8,007 40.3 Selling, G and A Costs 4,372 49.1 8,745 48.4 4,800 46.9 8,844 44.5 (Loss) from Operations 338 3.8 321 1.8 (357) (3.5) (837) (4.2) Investment Income 269 3.0 313 1.7 84 .8 394 2.0 Gain on sale of assets 663 7.4 663 3.7 37 .4 72 .4 Other (income) expense 196 2.2 294 1.6 499 4.9 698 3.5 Net Income Before income taxes 1,466 16.5 1,591 8.8 263 2.6 327 1.6 Income tax expense (benefit) (40) (.4) (47) (.3) (37) (.4) 181 .9 Net Income 1,426 16.0 1,544 8.5 226 2.2 146 .7 Preferred stock dividends 107 1.2 210 1.2 107 1.0 212 1.1 Net Income (loss) Available to common shareholders 1,319 14.8 1,334 7.4 119 1.2 (66) (.3)
Period to Period Change For Period to Period Change For The Three Months Ended The Six Months Ended June 30, 1999 and 1998 June 30, 1999 and 1998 --------------------------- --------------------------- $ % $ % Statement of Operations Revenues Chemical Division (650) (18.0) (757) (.10) LLRW Division (673) (.10) (1,031) (.08) EBINT (1) Chemical Division 696 (4.7) 976 (5.4) LLRW Division 1,042 .8 1,229 .55 Consolidated Net Income 1,200 10.1 1,400 21.2 EBITDA (2) Consolidated 967 1.1 1,017 (.67)
1) EBINT represents income from operations before deducting interest and taxes. 2) EBITDA represents income from operations plus depreciation and amortization expense. 13 14 REVENUES For the three and six months ended June 30, 1999, the Company reported revenue of $8,907,000 or a 12.9% decrease, and $18,086,000 or an 8.9% decrease to the corresponding prior year period. Management is focusing on the Company's need to increase sales at all operating facilities. In the Chemical Division, all experienced revenues have declined. In May 1999, the Company concluded the sale of both the transportation division and Surecycle(R) for $1.9 million. Because of this sale, there will be a loss in revenue but an increase in future profitability since neither of these operations was profitable. Revenue declines have been offset by increased sales at the Beatty, Nevada landfill. At Richland, Washington, the Company operates a LLRW disposal site charging rates set by the Washington Utility and Transportation Commission (WUTC). By the third quarter, the annual revenue requirement set by the WUTC had already been collected. There will be a prorated decline in recorded revenues for the balance of the year. This will be partially offset by revenues derived from services provided to an electric utility customer in preparation for disposal of a decommissioned nuclear reactor. The condensed statement of operations allows for a comparison of the two service groups without inter-company or consolidated corporate costs or the captive insurance company, ALEX. CONDENSED STATEMENT OF OPERATIONS
Reported in $000 June 30, 1999 June 30, 1998 Chemical LLRW Chemical LLRW -------- ------- -------- ------- Operating revenues $ 6,656 $11,430 $ 7,413 $12,461 Operating costs 4,258 5,323 5,441 7,284 Gross Profit $ 2,672 $ 6,301 $ 2,687 $ 5,315 Selling, G & A 2,587 3,044 3,222 3,127 Income (loss) from operations $ 85 $ 3,257 $ (535) $ 2,188 Other income (expense) $ 0 $ 1,101 $ (521) $ 1,256 Net income (loss) $ 85 $ 2,156 $(1,056) $ 932
The Chemical division for the three and six months ended June 30, 1999, reported revenues of $2,960,000, an 18% decrease, and $6,656,000, a 10% decrease to the corresponding prior year period. The LLRW division for the three and six months ended June 30, 1999, reported revenues of $5,947,000, a 10% decrease and $11,430,000, an 8% decrease to the corresponding prior year period. The Oak Ridge, Tennessee facility has undergone a series of events that have had a cumulative negative impact on operating performance. Those events have included a labor union strike, lost work in the motor rebuild facility (some of which was attributable to the strike) and a downturn in the waste processing business. The Company is making efforts to restore this to a profitable operation, and seek out new business opportunities. 14 15 OPERATING COSTS
Period to Period Change Period to Period Change For the Three Months Ended For the Six Months Ended June 30, 1999 and 1998 June 30, 1999 and 1998 ---------------------- ---------------------- $ % $ % Statement of Operations-Direct Operating Costs Chemical Division (594) (23) (1,183) (21.7) LLRW Division (1,243) (34.1) (1,961) (26.9) Selling, General and Administrative Costs Chemical Division (694) (36.5) (635) (19.7) LLRW Division (239) (13.9) (83) (2.6) Other Costs Chemical Division (395) 182 (355) 10.0 LLRW Division (218) (726.6) (161) 29.3
Operating costs and expenses have declined overall during 1999, and most of 1998. The Company reported a decrease of $1,590,000 or 27.5%, and a decrease of $2,847,000 or 23.9%, for the three months ended June 30, 1999, respectively, compared to the corresponding periods of 1998. As a percentage of operating revenues, operating costs and expenses decreased from 50% to 47% for the three months ended June 30, 1999 and 1998, respectively, and decreased from 60% to 57% for the six months ended June 30, 1999 and 1998. It appears that operating costs in total decreased proportionally with the decrease in revenues for the three and six months ended June 30, 1999 and 1998. As explained above, this decline was largely due to Oakridge, Tennessee facility operations. Management continues with many efforts to conserve on costs in both Chemical and LLRW divisions. Both divisions need increased sales, new business diversification, or derivative lines of business to have continuing growth and to improve performance in the future, while other items remain constant. The Company as a whole is demonstrating a positive trend in operating results by recapturing a portion of the market share. In addition to regaining some market share, the Company has been making every effort to analyze each aspect of the two operating divisions to determine how they can best maximize operating performance and consider new areas for diversifying or expanding the business. Management continues to explore derivative business lines in the shrinking waste market. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. In the ordinary course of business, the Company becomes involved in judicial and administrative proceedings involving federal, state and local governmental authorities, citizen groups or individuals in connection with permitting or repermitting facilities, alleging violations of existing permits, or claiming damages suffered from alleged exposure to hazardous substances purportedly released from Company operated sites, and other 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. 15 16 ITEM 2. CHANGES IN SECURITIES. None ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held its Annual Meeting of Stockholders on May 13, 1999. At the meeting, Rotchford L. Barker, Paul C. Bergson, Keith D. Bronstein, Patricia M. Eckert, Edward F. Heil, Jack K. Lemley, Paul F. Schutt, and John J. Scoville were elected to serve as directors of the Company for the next year. In addition, the 1992 Employee Stock Option Plan was amended to increase the shares available for grant, the Company's Restated Certificate of Incorporation was amended to increase the authorized common stock, and the appointment of Balukoff, Lindstrom & Co., P.A. as independent public accountants for the year ending December 31, 1999 was ratified. The voting on such items was as follows: (1) Election of Directors
Voted Against or For Withheld Authority ---------- ------------------ Rotchford L. Barker 11,398,290 38,952 Paul C. Bergson 11,398,000 39,242 Keith D. Bronstein 11,399,606 37,636 Patricia M. Eckert 11,397,544 39,698 Edward F. Heil 11,398,000 39,242 Jack K. Lemley 11,399,895 37,347 Paul F. Schutt 11,395,396 41,846 John J. Scoville 11,395,397 41,845
(2) Amend the 1992 Employee Stock Option Plan and increase the shares available for grant:
For Against Abstain --- ------- ------- 11,021,301 253,009 39,971
(3) Amend the Company's Restated Certificate of Incorporation to increase the authorized common stock from 25,000,000 to 50,000,000 shares:
For Against Abstain --- ------- ------- 11,190,142 208,617 38,483
(4) Ratify Appointment of Independent Auditors of Balukoff, Lindstrom & Co., P.A.
For Against Abstain --- ------- ------- 11,380,895 35,457 20,890
16 17 ITEM 5. OTHER INFORMATION. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- ------------------------------------------------------------------------------------------------------------------- Exhibit Description Incorporated by Reference from No. Registrant's - ------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------- 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 dated 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 - -------------------------------------------------------------------------------------------------------------------
17 18 - ------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------- 10.20 Employment Agreement between American Ecology Corporation and C. 1993 Form 10-K Clifford Wright, Jr. dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 10.21 Employment Agreement between American Ecology Corporation and 1993 Form 10-K William P. McCaughey dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 10.22 Employment Agreement between American Ecology Corporation and 1993 Form 10-K Stephen W. Travers dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 10.23 Employment Agreement between American Ecology Corporation and Harry 1993 Form 10-K O. Nicodemus, IV dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 10.24 Employment Agreement between American Ecology Corporation and Ronald 1993 Form 10-K K. Gaynor dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------- 10.30 Credit Agreement between American Ecology Corporation, its 1994 Form 10-K subsidiaries and Texas Commerce Bank National Association dated December 1, 1994 (terminated by 10.41 below) - ------------------------------------------------------------------------------------------------------------------- 10.31 Security Agreement dated as of December 1, 1994 by American Ecology 1994 Form 10-K Corporation in favor of Texas Commerce Bank, National Association (terminated by 10.43 below) - ------------------------------------------------------------------------------------------------------------------- 10.32 Security Agreement by subsidiaries of American Ecology Corporation 1994 Form 10-K dated as of December 1, 1994 in favor of Texas Commerce Bank, National Association (terminated by 10.43 below) - ------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------- 10.35 Agreement and Plan of Merger by and between American Ecology Form S-4 dated 12-24-92 Corporation and Waste Processor Industries, Inc. - ------------------------------------------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------------------------------------------
18 19 - ------------------------------------------------------------------------------------------------------------------- 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. - ------------------------------------------------------------------------------------------------------------------- 10.39 Agreement of Purchase and Sale dated as of April 7, 1994 by and 1st Quarter 1994 Form 10-Q, among American Ecology Corp., American Ecology Recycle Center, Inc., 3rd Quarter 1994 Form 10-Q Quadrex Environmental Company and Quadrex Corporation, as amended by Amendments dated June 14, 1994 and August 22, 1994. - ------------------------------------------------------------------------------------------------------------------- 10.40 Stock Purchase Agreement dated as of May 10, 1994 by and between 1st Quarter 1994 Form 10-Q, American Ecology Corporation and Mobley Environmental Services, 3rd Quarter 1994 Form 10-Q Inc., as amended by Amendment dated September 21, 1994. - ------------------------------------------------------------------------------------------------------------------- 10.41 Second Amended Restated Credit Agreement between American Ecology 1995 Form 10-K Corporation , its subsidiaries and Texas Commerce Bank National Association dated June 30, 1995 - ------------------------------------------------------------------------------------------------------------------- 10.42 Security Agreement dated June 30, 1995 by American Ecology 1995 Form 10-K Corporation in favor of Texas Commerce Bank National Association. - ------------------------------------------------------------------------------------------------------------------- 10.43 Security Agreement dated June 30, 1995 by subsidiaries of American 1995 Form 10-K Ecology Corporation in favor of Texas Commerce Bank National Association. - ------------------------------------------------------------------------------------------------------------------- 10.46 Rights Offering and Prospectus with American Ecology Corporation and Form S-3 dated 9-9-97 ChaseMellon Shareholder Services as Rights Agent. - ------------------------------------------------------------------------------------------------------------------- 10.47 Amended Rights Offering and Prospectus with American Ecology Form S-3/A dated 12-30-97 Corporation and ChaseMellon Shareholder Services as Rights Agent. - ------------------------------------------------------------------------------------------------------------------- 10.50 Increase Additional Number of Share Options to Directors Plan Form S-8 dated 12-30-98 of 1992 - ------------------------------------------------------------------------------------------------------------------- 21 List of Subsidiaries 1994 Form 10-K - ------------------------------------------------------------------------------------------------------------------- 27 Financial Data Schedule - -------------------------------------------------------------------------------------------------------------------
Management contract or compensatory plan. (b) REPORTS ON FORM 8-K - ------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------
19 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN ECOLOGY CORPORATION (REGISTRANT) Date: August 13, 1999 By: /s/ Jack K. Lemley ------------------- Jack K. Lemley Chief Executive Officer Date: August 13, 1999 By: /s/ R. S. Thorn --------------- R. S. Thorn Vice President of Administration Chief Accounting Officer 20 21 EXHIBIT INDEX
- ------------------------------------------------------------------------------------------------------------------- Exhibit Description Incorporated by Reference from No. Registrant's - ------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------- 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 dated 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 - -------------------------------------------------------------------------------------------------------------------
22 - ------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------- 10.20 Employment Agreement between American Ecology Corporation and C. 1993 Form 10-K Clifford Wright, Jr. dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 10.21 Employment Agreement between American Ecology Corporation and 1993 Form 10-K William P. McCaughey dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 10.22 Employment Agreement between American Ecology Corporation and 1993 Form 10-K Stephen W. Travers dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 10.23 Employment Agreement between American Ecology Corporation and Harry 1993 Form 10-K O. Nicodemus, IV dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 10.24 Employment Agreement between American Ecology Corporation and Ronald 1993 Form 10-K K. Gaynor dated April 1, 1994 * (terminated in 1995) - ------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------- 10.30 Credit Agreement between American Ecology Corporation, its 1994 Form 10-K subsidiaries and Texas Commerce Bank National Association dated December 1, 1994 (terminated by 10.41 below) - ------------------------------------------------------------------------------------------------------------------- 10.31 Security Agreement dated as of December 1, 1994 by American Ecology 1994 Form 10-K Corporation in favor of Texas Commerce Bank, National Association (terminated by 10.43 below) - ------------------------------------------------------------------------------------------------------------------- 10.32 Security Agreement by subsidiaries of American Ecology Corporation 1994 Form 10-K dated as of December 1, 1994 in favor of Texas Commerce Bank, National Association (terminated by 10.43 below) - ------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------- 10.35 Agreement and Plan of Merger by and between American Ecology Form S-4 dated 12-24-92 Corporation and Waste Processor Industries, Inc. - ------------------------------------------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------------------------------------------
23 - ------------------------------------------------------------------------------------------------------------------- 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. - ------------------------------------------------------------------------------------------------------------------- 10.39 Agreement of Purchase and Sale dated as of April 7, 1994 by and 1st Quarter 1994 Form 10-Q, among American Ecology Corp., American Ecology Recycle Center, Inc., 3rd Quarter 1994 Form 10-Q Quadrex Environmental Company and Quadrex Corporation, as amended by Amendments dated June 14, 1994 and August 22, 1994. - ------------------------------------------------------------------------------------------------------------------- 10.40 Stock Purchase Agreement dated as of May 10, 1994 by and between 1st Quarter 1994 Form 10-Q, American Ecology Corporation and Mobley Environmental Services, 3rd Quarter 1994 Form 10-Q Inc., as amended by Amendment dated September 21, 1994. - ------------------------------------------------------------------------------------------------------------------- 10.41 Second Amended Restated Credit Agreement between American Ecology 1995 Form 10-K Corporation , its subsidiaries and Texas Commerce Bank National Association dated June 30, 1995 - ------------------------------------------------------------------------------------------------------------------- 10.42 Security Agreement dated June 30, 1995 by American Ecology 1995 Form 10-K Corporation in favor of Texas Commerce Bank National Association. - ------------------------------------------------------------------------------------------------------------------- 10.43 Security Agreement dated June 30, 1995 by subsidiaries of American 1995 Form 10-K Ecology Corporation in favor of Texas Commerce Bank National Association. - ------------------------------------------------------------------------------------------------------------------- 10.46 Rights Offering and Prospectus with American Ecology Corporation and Form S-3 dated 9-9-97 ChaseMellon Shareholder Services as Rights Agent. - ------------------------------------------------------------------------------------------------------------------- 10.47 Amended Rights Offering and Prospectus with American Ecology Form S-3/A dated 12-30-97 Corporation and ChaseMellon Shareholder Services as Rights Agent. - ------------------------------------------------------------------------------------------------------------------- 10.50 Increase Additional Number of Share Options to Directors Plan of 1992 Form S-8 dated 12-30-98 - ------------------------------------------------------------------------------------------------------------------- 21 List of Subsidiaries 1994 Form 10-K - ------------------------------------------------------------------------------------------------------------------- 27 Financial Data Schedule - -------------------------------------------------------------------------------------------------------------------
EX-27 2 FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-1999 JUN-30-1999 2,040 0 7,067 1,150 0 10,502 8,318 1,181 55,548 15,688 0 0 1 136 18,654 55,548 18,086 18,086 9,020 8,745 (1,270) 0 73 1,591 47 0 0 0 0 1,544 .10 .08
-----END PRIVACY-ENHANCED MESSAGE-----