-----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, EomsAkWOHoWTmhclii3xE4uIed8AWMXBUti8EaB7u/5FixHH7E0oo5pVIRq81o0K O1U3twWJVnCkrH8UFd0AbQ== 0001015402-03-001517.txt : 20030501 0001015402-03-001517.hdr.sgml : 20030501 20030430201305 ACCESSION NUMBER: 0001015402-03-001517 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030428 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030501 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11688 FILM NUMBER: 03674654 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 8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2003 AMERICAN ECOLOGY CORPORATION ---------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-11688 95-3889638 -------- ------- ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) Lakepointe Centre I, 300 E. Mallard, Suite 300 Boise, Idaho 83706 ------------ ----- (Address of principal executive offices) (Zip Code) (208) 331-8400 -------------- (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed as part of this report: Exhibit 99 Press Release, dated April 28, 2003, entitled "AMERICAN ECOLOGY POSTS $17.2 MILLION FIRST QUARTER LOSS" ITEM 9. REGULATION FD DISCLOSURE In accordance with interim guidance, American Ecology Corporation ("the Company") is providing information required under Item 12. Disclosure of Results of Operations and Financial Condition under Item 9. On April 28, 2003, the Company issued a press release entitled "AMERICAN ECOLOGY POSTS $17.2 MILLION FIRST QUARTER LOSS". The press release, dated April 28, 2003, is attached as Exhibit 99 and incorporated by reference herein. This Form 8-K contains forward-looking statements related to unknown risks and uncertainties. These risks include, but are not limited to access to capital, as well as compliance with and changes to applicable laws and regulations, exposure to litigation, access to insurance and financial assurances, new technologies, competitive environment, labor issues, loss of major contracts, and ability to economically dispose of the Oak Ridge facility. The audited consolidated financial statements and the notes thereto filed on Form 10-K for the year ending December 31, 2002 contains additional risk factors and an expanded disclosure of these risks. When the Company uses words like "may," "believes," "expects," "anticipates," "should," "estimate," "project," "plan," their opposites and similar expressions, the Company is making forward-looking statements. These terms are most often used in statements relating to business plans, strategies, anticipated benefits or projections about the anticipated revenues, earnings or other aspects of our operating results. The Company makes these statements in an effort to keep stockholders and the public informed about our business based on our current expectations about future events. Such statements should be viewed with caution and are not guarantees of future performance or events. Our business is subject to uncertainties, risks and other influences, many of which the Company has no control over. Additionally, these factors, either alone or taken together, could have a material adverse effect on the Company and could change whether any forward-looking statement ultimately turns out to be true. The Company undertakes no obligation to publicly release updates or revisions to these statements. The above discussion should be read in conjunction with the audited consolidated financial statements and the notes thereto filed on Form 10-K for the year ending December 31, 2002. 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: April 29, 2003 By:/S/ James R. Baumgardner James R. Baumgardner Senior Vice President and Chief Financial Officer 2 EX-99 3 doc2.txt EXHIBIT 99 NEWS RELEASE For Immediate Release / April 28, 2003 Contact: Chad Hyslop or Jim Baumgardner (208) 331-8400 info@americanecology.com www.americanecology.com - ------------------------ ----------------------- AMERICAN ECOLOGY POSTS $17.2 MILLION FIRST QUARTER LOSS $21 MILLION WARD VALLEY WRITE-OFF AND INCREASED OAK RIDGE RESERVE OUTWEIGH GAIN ON SALE AND OPERATING EARNINGS BOISE, Idaho - Jim Baumgardner, Senior Vice President and Chief Financial Officer of American Ecology Corporation [NASDAQ: ECOL], today announced consolidated financial results for the quarter ending March 31, 2003. American Ecology posted a net loss of $17.2 million or $1.11 per fully diluted share, compared to net income of $15.9 million, or $1.11 per fully diluted share for the quarter ending March 31, 2002. First quarter 2002 results reflect a $13.1 million one-time gain from the cumulative effect of a change in accounting principle. In the first quarter of 2002, the Company adopted Financial Accounting Standard No. 143, Accounting for Asset Retirement Obligations, which resulted in a one-time gain caused by a reduction in the Company's closure and post-closure liabilities and an increase in certain assets. During the first quarter of 2003, several unusual charges negatively impacted reported financial results. The greatest impact was a $21 million write-off of site development assets following an adverse state court decision in litigation seeking recovery of the Company's investment in the Ward Valley, California disposal project. The Company filed a motion with the trial court to vacate this decision on April 25, 2003. The outcome of this motion or any subsequent appeal is sufficiently uncertain to warrant the asset write-down. In addition, the Company's discontinued Oak Ridge, Tennessee operation took a $1.3 million charge for increased liability reserves; higher waste removal, processing and disposal costs; and impairment of certain equipment. These charges were partially offset by a gain of approximately $5 million on the February 2003 sale of the El Centro municipal solid waste landfill in Texas. The Company recorded first quarter 2003 revenue from continuing operations of $10.8 million, a 19% decrease from the $13.4 million in revenue from continuing operations for the first quarter last year. The Company's Grand View, Idaho facility continued to deliver growth, increasing revenue by 24% in the first quarter of 2003 over the same quarter last year. Higher first quarter 2002 revenue was primarily attributable to a $3.85 million waste packaging and disposal project performed at the Company's Richland, Washington facility. During the first quarter of 2003, the Company generated $290,000 of operating income from continuing operations, compared to $3.7 million of operating income for the same quarter last year. Like revenue, first quarter 2002 income materially benefited from completion of the large project at the Richland facility. First quarter 2003 earnings were also depressed by higher selling, general & administrative expenses (SG&A), which increased to $4.5 million, or 42% of revenue. This compared to $3.5 million, or 26% of revenue in the same quarter last year. This increase is the direct result of $1.5 million in legal fees expended on the Ward Valley litigation in 2003, compared to $147,000 spent on Ward Valley litigation in the first quarter of 2002. 3 "A number of significant, unusual events dominated American Ecology's first quarter 2003 financial results" commented Baumgardner, adding, "Also, the first quarter of 2002 included a large project and the positive effect of a change in accounting standards, making comparison of the two quarters difficult." "Our core waste treatment and disposal business, particularly at the Grand View Idaho facility, delivered solid performance and is expected to do so for the balance of 2003," Baumgardner concluded. The Company's first quarter 2003 investor conference call will be held Monday, April 28, 2003 at 10:00 am Mountain Time. President and Chief Executive Officer Stephen Romano, Mr. Baumgardner, and Controller Michael Gilberg will host the call. Interested parties may submit questions in advance to INFO@AMERICANECOLOGY.COM, or by facsimile to 208-331-7900. To join the call, - ------------------------ dial 1-877-679-9055. Participants will be asked to provide their name and - ------------------- affiliation. American Ecology Corporation, through its subsidiaries, provides radioactive, PCB, hazardous, and non-hazardous waste services to commercial and government customers throughout the United States, such as nuclear power plants, steel mills, medical and academic institutions and petro-chemical facilities. Headquartered in Boise, Idaho, the Company is the oldest radioactive and hazardous waste services company in the United States. This press release contains forward-looking statements that are based on our current expectations, beliefs, and assumptions about the industry and markets in which American Ecology Corporation and its subsidiaries operate. Actual results may differ materially from what is expressed herein and no assurance can be given that the company can successfully implement its growth strategy, generate improved earnings, prevail in pending litigation, or complete its discontinued operation obligations at the Oak Ridge facility within established reserves. For information on factors that could cause actual results to differ from expectations, please refer to American Ecology Corporation's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. ### 4
AMERICAN ECOLOGY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ($ IN 000'S EXCEPT PER SHARE AMOUNTS) Three Months Ended MARCH 31, 2003 March 31, 2002 ---------------- ---------------- Revenue $ 10,771 $ 13,424 Direct operating costs 5,984 6,175 ---------------- ---------------- Gross profit 4,787 7,249 Selling, general and administrative expenses 4,497 3,541 ---------------- ---------------- Income from operations 290 3,708 Investment income -- 11 Interest income (expense) (121) (265) Other income (loss) -- (465) Write Down of Ward Valley Assets (20,951) -- ---------------- ---------------- Income (loss) before income tax, discontinued operations and cumulative effect of change in accounting principle (20,782) 2,989 Income tax expense (benefit) (8) -- ---------------- ---------------- Income (loss) before discontinued operations and cumulative effect of change in accounting principle (20,774) 2,989 Gain from discontinued operations - El Centro Landfill 4,944 190 (Loss) from discontinued operations - Oak Ridge LLRW Facility (1,337) (401) ---------------- ---------------- Income (loss) before cumulative effect of change in accounting principle (17,167) 2,778 Cumulative effect of accounting change -- 13,141 ---------------- ---------------- Net income (loss) (17,167) 15,919 Preferred stock dividends 64 98 ---------------- ---------------- Net income (loss) available to common shareholders ($17,231) $ 15,821 ================ ================ Basic (loss) earnings from continuing operations (1.34) .22 Basic (loss) earnings from discontinued operations .23 (.02) Basic earnings from cumulative effect of accounting change -- .95 ---------------- ---------------- Basic (loss) earnings per share $ (1.11) $ 1.15 ================ ================ Diluted (loss) earnings from continuing operations (1.34) .17 Diluted (loss) earnings from discontinued operations .23 (.02) Diluted earnings from cumulative effect of accounting change -- .92 ---------------- ---------------- Diluted (loss) earnings per share $ (1.11) $ 1.11 ================ ================ Dividends paid per common share $ -- $ -- ================ ================
Note: Certain reclassifications of prior quarter and previous year-to-date amounts have been made to conform to current quarter presentation and discontinued operations. 5
AMERICAN ECOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) ($ IN 000'S EXCEPT PER SHARE AMOUNTS) MARCH 31, 2003 DECEMBER 31, 2002 ---------------- ------------------- ASSETS Current Assets: Cash and cash equivalents $ 7,134 $ 135 Receivables, net 7,306 10,460 Income taxes receivable 742 740 Prepayments and other 368 498 Deferred income taxes -- 2,745 Assets held for sale or closure 3,542 10,722 ---------------- ------------------- Total current assets 19,092 25,300 Cash and investment securities, pledged 244 244 Property and equipment, net 27,488 26,998 Facility development costs 6,478 27,430 Other assets 66 129 Assets held for sale or closure 2,237 1,485 Deferred income taxes 8,284 5,539 ---------------- ------------------- Total Assets $ 63,889 $ 87,125 ================ =================== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long term debt $ 1,719 $ 1,985 Accounts payable 2,568 2,192 Accrued liabilities 4,462 4,166 Accrued closure and post closure obligation, current portion 882 882 Income taxes payable 15 23 Current liabilities of assets held for sale or closure 5,715 7,965 ---------------- ------------------- Total current liabilities 15,361 17,213 Long term accrued liabilities 526 2,372 Long term debt 5,310 5,972 Revolving line of credit -- 603 Liabilities of assets held for sale or closure, excluding current portion 5,590 5,699 Accrued closure and post closure obligation, excluding current portion 9,485 9,318 ---------------- ------------------- Total liabilities 36,272 41,177 ---------------- ------------------- Commitments and contingencies Shareholders' equity: Convertible preferred stock, 1,000,000 shares authorized, Designated as follows: Series D cumulative convertible preferred stock, $.01 par value, 0 and 100,001 shares issued and outstanding; -- 1 Common stock, $.01 par value, 50,000,000 authorized, 16,960,901 and 14,539,264 shares issued and outstanding 170 145 Additional paid-in capital 54,665 55,789 Accumulated deficit (27,218) (9,987) ---------------- ------------------- Total shareholders' equity 27,617 45,948 ---------------- ------------------- Total Liabilities and Shareholders' Equity $ 63,889 $ 87,125 ================ ===================
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