ECOL US Ecology Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT

OF 1934

 

Date of Report (Date of earliest event reported): October 29, 2015

 

 

US ECOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE	0-11688	95-3889638
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
251 E. Front St., Suite 400 Boise, Idaho (Address of principal executive offices)		83706 (Zip Code)

 

(208) 331-8400

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Explanatory Note

 

On October 29, 2015, US Ecology, Inc. (the “Company”) furnished a current report on Form 8-K (the “Original 8-K”) which included, as Exhibit 99.1, the Company’s press release reporting its results for the quarter ended September 30, 2015. The Company subsequently determined that the assets and liabilities related to its Allstate Power Vac, Inc. (“Allstate”) subsidiary classified as held for sale in the Consolidated Balance Sheets included in the press release were presented incorrectly as of December 31, 2014. This Amendment No. 1 on Form 8-K/A is being provided solely to furnish under Regulation FD an amended and restated version of the Consolidated Balance Sheets. The contents of the Original 8-K and press release, including the Consolidated Balance Sheet as of September 30, 2015, otherwise remains unchanged.

 

Item 7.01. Regulation FD Disclosure

 

Attached as Exhibit 99.1 and furnished for purposes of Regulation FD is the amended and restated Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 originally furnished on October 29, 2015. The Consolidated Balance Sheets have been amended and restated to reflect the assets and liabilities related to Allstate as held for sale in the Consolidated Balance Sheet as of September 30, 2015 only, with the assets and liabilities related to Allstate reported in their appropriate natural balance sheet captions, not held for sale, in the Consolidated Balance Sheet as of December 31, 2014. The Consolidated Balance Sheet as of September 30, 2015 remains unchanged.

 

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits

 

(d)        Exhibits

 

The following exhibit relating to 7.01 shall be deemed to be furnished, and not filed:

 

99.1

Amended and Restated US Ecology, Inc. Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014

 

 

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.

 

 

	US ECOLOGY, INC.
	(Registrant)
Date:  November 3, 2015	By: /s/ Eric L. Gerratt
	Eric L. Gerratt
	Executive Vice President & Chief Financial Officer

 

 

Exhibit Index

 

Exhibit No.		Description
99.1		Amended and Restated US Ecology, Inc. Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

US ECOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

						December 31, 2014
		September 30, 2015				As Adjusted
Assets
Current Assets:
Cash and cash equivalents		$	9,350			$	22,971
Receivables, net			104,283				135,261
Prepaid expenses and other current assets			10,241				11,984
Income tax receivable			332				6,912
Deferred income taxes			2,599				2,109
Assets held for sale			78,775				–
Total current assets			205,580				179,237
Property and equipment, net			204,387				227,684
Restricted cash and investments			5,773				5,729
Intangible assets, net			243,187				278,667
Goodwill			194,825				217,609
Other assets			9,624				11,308
Deferred income taxes			–				85
Total assets		$	863,376			$	920,319
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable		$	16,745			$	24,513
Deferred revenue			7,212				13,190
Accrued liabilities			28,119				36,251
Accrued salaries and benefits			10,624				13,322
Income tax payable			1,730				4,124
Current portion of closure and post-closure obligations			4,402				5,359
Current portion of long-term debt			3,505				3,828
Liabilities associated with assets held for sale			20,240				–
Total current liabilities			92,577				100,587
Long-term closure and post-closure obligations			67,061				67,511
Long-term debt			356,410				390,825
Other long-term liabilities			7,351				4,336
Deferred income taxes			87,771				105,723
Total liabilities			611,170				668,982
Contingencies and commitments
Stockholders’ Equity
Common stock			217				216
Additional paid-in capital			168,978				165,524
Retained earnings			99,509				93,301
Treasury stock			(60	)			(18	)
Accumulated other comprehensive loss			(16,438	)			(7,686	)
Total stockholders’ equity			252,206				251,337
Total liabilities and stockholders’ equity		$	863,376			$	920,319