New York
|
16-0971022
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification Number)
|
|
368 Pleasant View Drive
|
||
Lancaster, New York
|
14086
|
|
(Address of principal executive offices)
|
(Zip code)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
(Do not check if a smaller reporting company)
|
o
|
Smaller reporting company
|
þ
|
Ecology and Environment, Inc.
|
||
Date: January 4, 2013
|
By:
|
/s/ H. John Mye III
|
H. John Mye III
|
||
Vice President, Treasurer and Chief Financial Officer –
Principal Financial and Accounting Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Ecology and Environment, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the Registrant as of, and for, the periods presented in this report.
|
4.
|
The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
ECOLOGY AND ENVIRONMENT, INC.
|
||
Date:
|
January 4, 2013
|
/s/ Kevin S. Neumaier
|
Kevin S. Neumaier
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Ecology and Environment, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the Registrant as of, and for, the periods presented in this report.
|
4.
|
The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
ECOLOGY AND ENVIRONMENT, INC.
|
||
Date:
|
January 4, 2013
|
/s/ H. John Mye III
|
H. John Mye III
Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer)
|
ECOLOGY AND ENVIRONMENT, INC.
|
||
Date:
|
January 4, 2013
|
/s/ Kevin S. Neumaier
|
Kevin S. Neumaier
President and Chief Executive Officer
(Principal Executive Officer)
|
ECOLOGY AND ENVIRONMENT, INC.
|
||
Date:
|
January 4, 2013
|
/s/ H. John Mye III
|
H. John Mye III
Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer)
|
Income Taxes (Details)
|
3 Months Ended | |
---|---|---|
Oct. 31, 2012
|
Oct. 29, 2011
|
|
Income Taxes [Abstract] | ||
Estimated effective tax rate (in hundredths) | 39.50% | 32.60% |
Supplemental Cash Flow Information Disclosure (Details) (USD $)
|
3 Months Ended | ||
---|---|---|---|
Oct. 31, 2012
|
Oct. 29, 2011
|
Jul. 31, 2012
|
|
Supplemental Cash Flow Information Disclosure [Abstract] | |||
Cash paid for interest | $ 82,000 | $ 73,000 | |
Cash paid for income taxes | 600,000 | 900,000 | |
Dividends paid | 1,018,783 | 1,028,881 | |
Accrued dividends payable | $ 1,000,000 | $ 1,000,000 |
Segment Reporting (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting | Segment information as of October 31, 2012 approximates the following: Geographic information:
(1) Revenue is attributed to countries based on the location of the customers. Revenues in the most significant foreign countries include $3.5 million in Peru, $4.1 million in Brazil and $2.5 million in Chile. Segment information as of October 29, 2011 approximates the following: Geographic information:
(1) Revenue is attributed to countries based on the location of the customers. Revenues in the most significant foreign countries include $3.6 million in Peru, $4.1 million in Brazil and $2.5 million in Chile. |
Subsequent Event
|
3 Months Ended | ||
---|---|---|---|
Oct. 31, 2012
|
|||
Subsequent Event [Abstract] | |||
Subsequent Event |
The Company's majority owned subsidiary Walsh Environmental Scientists and Engineers, LLC (Walsh), at its most recent board meeting approved purchasing an additional 7% of its majority owned subsidiary Gustavson Associates, LLC (Gustavson) from a minority shareholder. The share purchase with take place prior to December 31, 2012, and with this purchase Walsh will increase its ownership percentage of Gustavson to 78%. |
Shareholders' Equity (Details) (USD $)
|
3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2012
|
Oct. 29, 2011
|
Jul. 31, 2012
|
Jan. 04, 2012
|
Aug. 31, 2010
|
Jul. 31, 2012
Gustavson [Member]
|
Jul. 31, 2012
Walsh 01 [Member]
|
Jul. 31, 2012
Walsh 02 [Member]
|
Jul. 31, 2012
Ecology and Environment do Brasil LTDA [Member]
|
Jul. 31, 2012
Walsh 03 [Member]
|
Oct. 29, 2011
Lowham [Member]
|
Jul. 31, 2012
Walsh Peru [Member]
|
Jul. 31, 2012
Gestion Ambiental Consultores [Member]
|
Oct. 31, 2012
Noncontrolling Interest [Member]
|
Jul. 31, 2012
Noncontrolling Interest [Member]
|
Oct. 31, 2012
Noncontrolling Interest [Member]
Gustavson [Member]
|
Jul. 31, 2012
Noncontrolling Interest [Member]
Gustavson [Member]
|
Oct. 31, 2012
Noncontrolling Interest [Member]
Walsh 01 [Member]
|
Jul. 31, 2012
Noncontrolling Interest [Member]
Walsh 01 [Member]
|
Oct. 31, 2012
Noncontrolling Interest [Member]
Walsh 02 [Member]
|
Jul. 31, 2012
Noncontrolling Interest [Member]
Walsh 02 [Member]
|
Oct. 31, 2012
Noncontrolling Interest [Member]
Ecology and Environment do Brasil LTDA [Member]
|
Jul. 31, 2012
Noncontrolling Interest [Member]
Ecology and Environment do Brasil LTDA [Member]
|
Oct. 31, 2012
Noncontrolling Interest [Member]
Walsh 03 [Member]
|
Jul. 31, 2012
Noncontrolling Interest [Member]
Walsh 03 [Member]
|
Oct. 31, 2012
Noncontrolling Interest [Member]
Lowham [Member]
|
Jul. 31, 2012
Noncontrolling Interest [Member]
Lowham [Member]
|
Oct. 31, 2012
Noncontrolling Interest [Member]
Walsh Peru [Member]
|
Jul. 31, 2012
Noncontrolling Interest [Member]
Walsh Peru [Member]
|
Oct. 31, 2012
Noncontrolling Interest [Member]
Gestion Ambiental Consultores [Member]
|
Jul. 31, 2012
Noncontrolling Interest [Member]
Gestion Ambiental Consultores [Member]
|
Jan. 04, 2012
Walsh [Member]
|
Dec. 14, 2011
Ecology and Environment do Brasil LTDA [Member]
|
Nov. 18, 2011
Walsh Peru [Member]
|
Oct. 31, 2012
Common Class A [Member]
|
|
Class A and Class B common stock [Abstract] | |||||||||||||||||||||||||||||||||||
Percentage equity holders entitled to elect Board of Directors (in hundredths) | 25.00% | ||||||||||||||||||||||||||||||||||
Minimum percentage of the number of outstanding Class A shares to combined classes of shares (in hundredths) | 10.00% | ||||||||||||||||||||||||||||||||||
Voting power of Class A common share holders to the Class B common share holders (in hundredths) | 0.10% | ||||||||||||||||||||||||||||||||||
Dividends, Cash [Abstract] | |||||||||||||||||||||||||||||||||||
Cash dividends declared | $ 0 | $ 0 | $ 2,000,000 | $ 0 | |||||||||||||||||||||||||||||||
Accrued dividends payable | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||
Stock Repurchase [Abstract] | |||||||||||||||||||||||||||||||||||
Number of shares authorized to be repurchased (in shares) | 200,000 | ||||||||||||||||||||||||||||||||||
Remaining number of shares authorized to be repurchased (in shares) | 93,173 | ||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||
Purchase of noncontrolling interest | 30,002 | 61,750 | 128,000 | ||||||||||||||||||||||||||||||||
Interest Acquired (in hundredths) | 1.30% | 4.00% | 3.90% | ||||||||||||||||||||||||||||||||
Acquisition price | 254,000 | 180,000 | 432,000 | ||||||||||||||||||||||||||||||||
Percentage of acquisition paid in cash (in hundredths) | 66.00% | ||||||||||||||||||||||||||||||||||
Percentage of acquisition paid with stock (in hundredths) | 33.333% | ||||||||||||||||||||||||||||||||||
Number of additional purchases of noncontrolling interest | 3 | ||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||||||||||
Issuance of shares to noncontrolling interests | 0 | 41,634 | 0 | 41,634 | |||||||||||||||||||||||||||||||
Transfers from noncontrolling interest | 0 | 2,289 | (30,002) | (619,775) | 0 | (73,748) | 0 | (269,064) | 0 | 77,539 | 0 | (94,601) | (30,002) | 0 | 0 | (213,917) | 0 | (7,452) | |||||||||||||||||
Transfers to (from) noncontrolling interest | $ (30,002) | $ (539,609) | |||||||||||||||||||||||||||||||||
Shares issued (in shares) | 600 | ||||||||||||||||||||||||||||||||||
Shares repurchased (in shares) | 152 | 496 | 5,389 | 166 | 75 | 26,482 | 25 |
Line of Credit (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | |||
---|---|---|---|---|
Oct. 31, 2012
|
Jul. 31, 2012
|
Jul. 31, 2012
Unsecured Line of Credit [Member]
|
Jul. 31, 2012
Other Lines of Credit [Member]
|
|
Line of Credit Facility [Line Items] | ||||
Borrowing capacity | $ 32.5 | $ 1.6 | ||
Interest rate, minimum (in hundredths) | 2.50% | 4.50% | ||
Interest rate, maximum (in hundredths) | 3.00% | 5.00% | ||
Amount outstanding | 16.1 | 14.9 | ||
Letters of credit outstanding | 1.5 | 4.1 | ||
Available borrowing capacity | $ 18.0 |
Subsequent Event (Details) (Subsequent Event [Member], Gustavson [Member])
|
3 Months Ended |
---|---|
Oct. 31, 2012
|
|
Subsequent Event [Member] | Gustavson [Member]
|
|
Subsequent Event [Line Items] | |
Interest Acquired (in hundredths) | 7.00% |
Percentage of ownership after transaction (in hundredths) | 78.00% |
Summary of Operations and Basis of Presentation
|
3 Months Ended |
---|---|
Oct. 31, 2012
|
|
Summary of Operations and Basis of Presentation [Abstract] | |
Summary of Operations and Basis of Presentation | Summary of Operations and Basis of Presentation The consolidated financial statements included herein have been prepared by Ecology and Environment, Inc. ("E&E" or the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. The Company follows the same accounting policies in preparation of interim reports. Although E&E believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in E&E's 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The consolidated results of operations for the three months ended October 31, 2012 are not necessarily indicative of the results for any subsequent period or the entire fiscal year ending July 31, 2013. |