10-Q/A 1 d10qa.txt GTS DURATEK, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM 10-Q/A [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended June 30, 2000 OR [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to _____________ Commission File Number 0-14292 GTS DURATEK, INC. (Exact name of Registrant as specified in its charter) Delaware 22-2476180 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 10100 Old Columbia Road, Columbia, Maryland 21046 ------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 312-5100 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ --- Number of shares outstanding of each of the issuer's classes of common stock as of August 11, 2000: Common Stock, par value $0.01 per share 13,424,880 shares GTS DURATEK, INC. AND SUBSIDIARIES TABLE OF CONTENTS -----------------
PAGE ---- Part I Financial Information ------ Item 1. Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999............................................... 2 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2000 and 1999................................................. 3 Condensed Consolidated Statement of Changes in Stockholders' Equity for the Six Months Ended June 30, 2000........................................... 4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999................................................. 5 Notes to Condensed Consolidated Financial Statements......................................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................................... 11 Item 3. Quantitative and Qualitative Information About Market Risk............................................................................. 13 Part II Other Information ------- Item 1. Legal Proceedings............................................................................ 14 Item 4. Submission of Matters to a Vote of Securities Holders........................................ 14 Item 5. Other Information............................................................................ 14 Item 6. Exhibits and Reports on Form 8-K............................................................. 16 Signatures................................................................................... 17
The results of operations for the three and six months ended June 30, 2000 and June 30, 1999 have been restated. See Note 7 to the Notes to Condensed Consolidated Financial Statements. 1 Part I Financial Information ------ Item 1. Financial Statements GTS DURATEK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2000 December 31, 1999 -------------- ----------------- ASSETS (unaudited and * restated) Current assets: Cash and cash equivalents................................................... $ 7,006,051 $ 59,525 Receivables, net............................................................ 48,883,056 33,309,141 Other accounts receivable................................................... 7,437,828 6,292,606 Costs and estimated earnings in excess of billings on uncompleted contracts................................................................. 29,747,783 15,924,413 Prepaid expenses and other current assets................................... 9,377,884 3,160,064 Net assets held for sale.................................................... - 6,618,836 -------------- ------------- Total current assets...................................................... 102,452,602 65,364,585 Property, plant and equipment, net............................................. 84,291,234 63,417,307 Investments in and advances to joint ventures, net............................. 759,887 4,183,773 Goodwill and other intangible assets, net...................................... 73,587,509 23,122,192 Other assets................................................................... 21,023,685 1,231,506 -------------- ------------- $282,114,917 $157,319,363 ============== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings....................................................... $ 11,000,000 $ 9,000,000 Current portion of long-term debt........................................... 10,400,000 4,000,000 Accounts payable ........................................................... 31,103,686 15,529,048 Accrued expenses and other current liabilities.............................. 20,068,910 4,878,875 Unearned revenues........................................................... 13,321,137 7,460,699 Waste processing and disposal liabilities................................... 1,888,668 3,910,155 -------------- ------------- Total current liabilities................................................. 87,782,401 44,778,777 Long-term debt................................................................. 77,000,000 13,200,000 Convertible debenture.......................................................... 12,690,811 12,334,813 Facility and equipment decontamination and decommissioning liabilities......... 24,713,015 8,507,641 Other noncurrent liabilities................................................... 1,405,804 2,259,984 -------------- ------------- Total liabilities........................................................... 203,592,031 81,081,215 Redeemable preferred stock (Liquidation value $16,320,000).............................................. 15,378,321 15,509,438 Stockholders' equity: Common stock................................................................ 149,081 148,238 Capital in excess of par value.............................................. 77,061,966 75,207,177 Accumulated deficit......................................................... (3,377,737) (5,438,979) Treasury stock, at cost..................................................... (9,187,726) (9,187,726) Deferred stock compensation................................................. (1,501,019) - -------------- ------------- Total stockholders' equity................................................ 63,144,565 60,728,710 -------------- ------------- $282,114,917 $157,319,363 ============== =============
* The Consolidated Condensed Balance Sheet as of December 31, 1999 has been derived from the Company's audited restated Consolidated Balance Sheet reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. See notes to condensed consolidated financial statements. 2 GTS DURATEK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited and restated)
Three Months Six Months Ended June 30, Ended June 30, ------------------------------------ ------------------------------------- 2000 1999 2000 1999 ----------------- --------------- --------------- ---------------- (restated) (restated) Revenues........................................ $ 50,908,893 $ 41,543,417 $ 91,922,344 $ 80,239,671 Cost of revenues................................ 39,036,903 30,069,905 70,889,091 59,145,744 --------------- --------------- --------------- ---------------- Gross profit.................................... 11,871,990 11,473,512 21,033,253 21,093,927 Selling, general and administrative expenses....................... 8,390,083 6,861,545 15,338,899 13,377,570 --------------- --------------- --------------- ---------------- Income from operations.......................... 3,481,907 4,611,967 5,694,354 7,716,357 Gain on sale of DuraTherm, Inc.................. - - 1,166,000 - Interest expense, net........................... (1,338,552) (298,790) (2,140,033) (583,612) --------------- --------------- --------------- ---------------- Income before income taxes and proportionate share of loss of joint venture................ 2,143,355 4,313,177 4,720,321 7,132,745 Income taxes.................................... 849,772 1,733,073 1,854,502 2,818,682 --------------- --------------- --------------- ---------------- Income before proportionate share of loss of joint venture................................. 1,293,583 2,580,104 2,865,819 4,314,063 Proportionate share of loss of joint venture.... (25,000) (50,000) (50,000) (100,000) --------------- --------------- --------------- ---------------- Net income...................................... 1,268,583 2,530,104 2,815,819 4,214,063 Preferred stock dividends and charges for accretion.......................... 377,653 377,435 754,577 754,655 --------------- --------------- --------------- ---------------- Net income attributable to common shareholders............................ $ 890,930 $ 2,152,669 $ 2,061,242 $ 3,459,408 =============== =============== =============== ================ Basic net income per share...................... $ 0.07 $ 0.16 $ 0.15 $ 0.25 =============== =============== =============== ================ Diluted net income per share.................... $ 0.07 $ 0.13 $ 0.15 $ 0.21 =============== =============== =============== ================ Basic weighted average common stock outstanding. 13,429,461 13,454,926 13,428,194 13,582,581 =============== =============== =============== ================ Diluted weighted average common stock and dilutive securities outstanding.............. 13,579,073 20,496,357 13,554,709 20,636,387 =============== =============== =============== ================
See notes to condensed consolidated financial statements. 3 GTS DURATEK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Six Months Ended June 30, 2000 (Unaudited and restated)
Common Stock -------------------- Capital Deferred In Excess of Accumulated Treasury Stock Total Stockholders' Shares Amount Par Value Deficit Stock Compensation Equity ----------------------------------------------------------------------------------------------------- Balance, December 31, 1999 14,823,850 $148,238 $75,207,177 $(5,438,979) $(9,187,726) $ - $60,728,710 Net loss - - - 2,815,819 - - 2,815,819 Deferred stock compensation - - 1,591,989 - - (1,591,989) - Restricted stock amortization - - - - - 90,970 90,970 Conversion of preferred stock 82,500 825 246,675 - - - 247,500 Other issuances of stock 1,793 18 16,125 - - - 16,143 Preferred dividends - - - (640,000) - - (640,000) Accretion of redeemable preferred stock - - - (114,577) - - (114,577) ----------------------------------------------------------------------------------------------------- Balance, June 30, 2000 14,908,143 $149,081 $77,061,966 $(3,377,737) $(9,187,726) $(1,501,019) $63,144,565 =====================================================================================================
See notes to condensed consolidated financial statements. 4 GTS DURATEK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and restated)
Six months ended June 30, ------------------------------- 2000 1999 -------------- ------------ Cash flows from operating activities: Net income............................................................................. $ 2,815,819 $ 4,214,063 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization...................................................... 3,257,660 2,393,189 Accrued interest on convertible debenture.......................................... 355,998 279,003 Stock compensation expense......................................................... 90,970 - Proportionate share of loss of joint venture....................................... 50,000 100,000 Gain on sale of DuraTherm, Inc..................................................... (1,166,000) - Changes in operating assets and liabilities, net of effects from businesses acquired and disposed of in 2000: Receivables, net............................................................. 58,498 2,037,090 Cost in excess of billings................................................... (5,378,361) (5,816,740) Prepaid expenses and other current assets.................................... (4,156,435) 77,303 Net assets held for sale..................................................... (174,515) - Accounts payables, accrued expenses and other current liabilities............ 9,763,580 5,534,007 Unearned revenues............................................................ 911,376 (2,742,420) Waste processing and disposal liabilities.................................... (2,021,487) (3,511,690) Facility and equipment decontamination and decommissioning liabilities....... 382,044 360,147 Other........................................................................ 1,130,425 - -------------- ----------- Net cash provided by operations...................................................... 5,919,572 2,923,952 -------------- ----------- Cash flows from investing activities: Additions to property, plant and equipment, net........................................ (7,056,606) (3,398,600) Proceeds from sale of DuraTherm, Inc., net of transaction costs........................ 7,623,664 - Advances to joint ventures............................................................. - (40,002) Acquisition of Waste Management Nuclear Services, net of cash acquired ................ (66,988,658) - Acquisition of Frank W. Hake Associates, LLC........................................... - (13,156,698) Other.................................................................................. (1,098,376) (155,922) -------------- ------------ Net cash used in investing activities................................................ (67,519,976) (16,751,222) -------------- ------------ Cash flows from financing activities: Short-term borrowings, net............................................................. 2,000,000 (6,088,132) Proceeds from borrowings under long-term debt.......................................... 73,800,000 19,768,757 Repayments of long-term debt........................................................... (3,600,000) - Preferred stock dividends.............................................................. (640,000) (640,000) Proceeds from issuance of common stock................................................. - 7,000 Repurchase of treasury shares.......................................................... - (2,640,128) Deferred financing costs............................................................... (3,013,070) (885,569) -------------- ------------ Net cash provided by financing activities............................................ 68,546,930 9,521,928 -------------- ------------ Net change in cash and cash equivalents................................................... 6,946,526 (4,305,342) Cash and cash equivalents at beginning of period.......................................... 59,525 5,944,274 -------------- ------------ Cash and cash equivalents at end of period................................................ $ 7,006,051 $ 1,638,932 ============== ============
See notes to condensed consolidated financial statements. 5 GTS DURATEK, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 1. Principles of consolidation and basis of presentation The accompanying unaudited condensed consolidated financial statements of GTS Duratek, Inc. and its wholly-owned subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in subsidiaries and joint ventures in which the Company does not have control or majority ownership are accounted for under the equity method. All adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for the fair presentation of this interim financial information have been included. Results of interim periods are not necessarily indicative of results to be expected for the year as a whole. The effect of seasonal business fluctuations and the occurrence of many costs and expenses in annual cycles require certain estimations in the determination of interim results. The information contained in the interim financial statements should be read in conjunction with the Company's latest Annual Report on Form 10-K filed with the Securities and Exchange Commission. Certain reclassifications have been made to prior period financial statements in order to conform to the presentation used in the 2000 interim financial statements. 2. Net income per share Basic earnings per share (EPS) excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Weighted average shares used in computing basic EPS were 13,429,461 and 13,454,926 for the three months ended June 30, 2000 and 1999, respectively and 13,428,194 and 13,582,581 for the six months ended June 30,2000 and 1999, respectively. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Weighted average shares used in computing diluted EPS were 13,579,073 and 20,496,357 for the three months ended June 30, 2000 and 1999, respectively and 13,554,709 and 20,636,387 for the six months ended June 30,2000 and 1999, respectively. The difference between basic and diluted weighted average shares relates to the dilutive effect of stock options and warrants where the exercise price is less than the average market value of the Company's common stock for the year of calculation. 3. Acquisitions On June 8, 2000, the Company acquired the nuclear services business of Waste Management, Inc. ("WMI"). The acquisition was effected as the purchase of all of the outstanding capital stock of Waste Management Federal Services, Inc. ("WMFS") from Rust International, Inc. ("Rust") and all of the outstanding membership interests of Chem-Nuclear Systems, LLC ("Chem-Nuclear") from Chemical Waste Management, Inc. ("CWM") and CNS Holdings, Inc. ("CNS"). Each of Rust, CWM, and CNS are indirect subsidiaries of WMI. The purchase price was $67 million in cash, consisting of $65 million in cash and $2 million of transaction costs. The purchase price is also subject to certain post closing adjustments. The acquired companies are referred to as Waste Management Nuclear Services ("WMNS"). WMNS is a leader in providing low-level radioactive waste management services for the commercial industry and the federal government. WMNS consists primarily of three operating segments: (i) the Federal Services Division which provides radioactive waste handling, transportation, treatment packaging, storage, disposal, site cleanup, and project management services primarily for the United States Department of Energy ("DOE") and other federal agencies; (ii) the Commercial Services Division which provides radioactive waste handling, transportation, licensing, packing, disposal, and decontamination and decommissioning services primarily to nuclear utilities; and (iii) the Commercial Disposal Division which operates a commercial low-level radioactive waste disposal facility at Barnwell, South Carolina. The acquisition has been accounted for under the purchase method of accounting. The aggregate purchase price in excess of the estimated fair value of tangible assets and identifiable intangible assets will be 6 GTS DURATEK, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements allocated to goodwill and amortized over 30 years. Results of WMNS for the period June 8, 2000 to June 30, 2000 are included in the Company's consolidated results for the three and six months ended June 30, 2000. The aggregate purchase price for WMNS is as follows: Cash paid to Waste Management $ 65,000,000 Liabilities assumed 38,969,000 Transaction costs 2,000,000 ------------ Aggregate purchase price $105,969,000 ============ The aggregate purchase is expected to be allocated to the acquired assets based upon their estimated fair values as follows: Accounts receivable $ 16,778,000 Unbilled revenues 8,445,000 Inventory 1,558,000 Property and equipment 13,116,000 Decommissioning trust fund 16,687,000 Other tangible assets 700,000 Goodwill and other intangible assets 48,685,000 ------------ $105,969,000 ============ The above information is based upon management's best estimate of the fair value of the assets acquired. The Company is in the process of completing appraisals of the assets acquired and liabilities assumed. Upon completion of this process the Company will adjust the amounts recorded to the final appraisals. Such adjustments could be material. The acquisition was financed with borrowings under the Company's amended and restated bank credit facility. Under the facility the Company has available borrowings of up to $135 million. The facility consists of a five year $45 million revolving line of credit, including $15 million for standby letters of credit, a five year $50 million term loan and a six and one-half year $40 million term loan. Borrowings under the credit facility bear interest at LIBOR plus an applicable margin, or at the Company's option, the prime rate plus an applicable margin. The applicable margin is determined based upon the Company's performance and was set at 3.25% for LIBOR based borrowings, and 2.25% for prime based borrowings during the first six months following the acquisition. Borrowings under the $40 million term loan bear an additional 0.5% interest. The term loans require aggregate quarterly principal payments of $7.8 million in 2000, $10.4 million in 2001, $10.4 million in 2002, $10.4 million in 2003, $15.1 million in 2004, $21.6 million in 2005, and $14.3 million in 2006. In addition, the Company is also required to prepay the term loans in an amount equal to 50% of excess cash flows, as defined. The bank credit facility requires the Company to maintain certain financial ratios and restricts the payment of dividends on the Company's common stock. At the time of the acquisition, the Company had borrowings of $90 million under the term loan and $6 million under the revolving line of credit. At June 30, 2000, the Company had $11.0 and $6.0 million under the revolving line of credit and $77.0 million outstanding under the term loans. At June 30, 2000, $36.7 million of additional borrowings were available under the revolving credit portion of the bank credit facility. 4. Sale of DuraTherm, Inc. In February 2000, the Company completed the sale of its 80% interest in DuraTherm, Inc. to DuraTherm Group, Inc. for $8.0 million in cash and a subordinated note for $336,000. Proceeds to the Company of $8.0 million were used by the Company to pay down borrowings under its bank credit facility. The note receivable bears interest at 14%, payable semi-annually during the first year following the sale, and 18% during the second year following the sale with the principal due in February 2002. The Company recognized a pre-tax gain of $1.2 million on the sale. 7 GTS DURATEK, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 5. Pro forma results The Company is completing the pro forma information with respect to the acquisition of WMNS and sale of DuraTherm, Inc. for the three and six month periods ending June 30, 1999 and 2000 and will file such information on Form 8-K/A on or about August 22, 2000. 6. Segment reporting The Company has three primary segments: (i) commercial waste processing, (ii) government waste processing, and (iii) technical services. Following the acquisition of WMNS, the Company intends to reorganize its reporting segments. Until such time, WMNS will be shown as a separate segment. Below is a brief description of each of the segments including WMNS: 1. Commercial Waste Processing (CWP) - The Company conducts its commercial waste processing operations principally at its Bear Creek Operations Facility located in Oak Ridge, Tennessee. The Company's waste treatment technologies include: incineration; compaction; metal decontamination and recycling; vitrification; steam reforming; and thermal desorption. Commercial waste processing customers primarily include commercial nuclear utilities and petrochemical companies. 2. Government Waste Processing (GWP) - The Company provides on-site waste processing services on large government projects for the DOE. The on-site waste processing services provided by the Company on DOE projects include program development, waste characterization, on-site waste treatment, facility operation, packaging and shipping of residual waste, profiling and manifesting the processed waste and selected technical support services. 3. Technical Services (TS) - The Company's technical support services encompass approximately 600 engineers, consultants and technicians, some of whom are full-time employees and the balance of whom are contract employees, who support and complement the Company's commercial and government waste processing operations and also provide highly specialized technical support services for the Company's customers. 4. Waste Management Nuclear Services (WMNS) - The Company acquired the nuclear services business of Waste Management, Inc. on June 8, 2000. This business provides low-level radioactive waste management services for the commercial industry and the federal government. The Company's segment information is as follows:
For the Three Months Ended June 30, 2000 (restated) ----------------------------------------------------------------------------------------------------- Unallocated CWP GWP TS WMNS Items Consolidated ----------------- --------------- --------------- --------------- --------------- ---------------- Revenues from external customers $ 21,229,360 $ 10,276,496 $ 12,517,222 $ 6,885,815 $ - $ 50,908,893 Income from operations 124,919 1,615,617 40,941 1,700,430 - 3,481,907 Interest expense - - - - (1,338,552) (1,338,552) Depreciation and amortization expense 1,249,651 23,050 144,279 154,812 185,398 1,757,190 Proportionate share of losses of joint ventures - - - - (25,000) (25,000) Income tax expense - - - - 849,772 849,772 Capital expenditure for additions to long-lived assets 3,826,266 - 35,349 23,473 121,565 4,006,653
8 GTS DURATEK, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements
For the Three Months Ended June 30, 1999 (restated) -------------------------------------------------------------------------------------- Unallocated CWP GWP TS Items Consolidated --------------- ---------------- --------------- ---------------- ---------------- Revenues from external customers $ 19,550,951 $ 8,581,489 $ 13,410,977 $ - $ 41,543,417 Income from operations 2,559,823 1,848,599 203,545 - 4,611,967 Interest expense - - - (298,790) (298,790) Depreciation and amortization expense 1,402,400 50,095 100,205 - 1,552,700 Proportionate share of losses of joint ventures - - - (50,000) (50,000) Income tax expense - - - 1,733,073 1,733,073 Capital expenditure for additions to long-lived assets 1,977,608 (25,484) (4,605) 497,721 2,445,240
For the Six Months Ended June 30, 2000 (restated) --------------------------------------------------------------------------------------------------- Unallocated CWP GWP TS WMNS Items Consolidated --------------- --------------- --------------- -------------- --------------- ---------------- Revenues from external customers $ 41,346,611 $18,939,113 $24,750,805 $ 6,885,815 $ - $ 91,922,344 Income from operations 1,384,974 2,368,660 240,290 1,700,430 - 5,694,354 Gain on sale of DuraTherm, Inc. - - - - 1,166,000 1,166,000 Interest expense - - - - (2,140,033) (2,140,033) Depreciation and amortization expense 2,464,267 94,908 257,425 154,812 286,248 3,257,660 Proportionate share of losses of joint ventures - - - - (50,000) (50,000) Income tax expense - - - - 1,854,502 1,854,502 Capital expenditure for additions to long-lived assets 6,554,863 - 60,197 23,473 418,073 7,056,606 Total assets 114,029,038 18,121,197 16,703,455 115,089,241 18,171,986 282,114,917
9 GTS DURATEK, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 1999 (restated) ---------------------------------------------------------------------------------- Unallocated CWP GWP TS Items Consolidated ------------ ------------ ----------- ------------ ------------ Revenues from external customers $ 36,930,346 $ 18,058,178 $ 25,251,147 $ - $ 80,239,671 Income from operations 4,392,383 2,736,001 587,973 - 7,716,357 Interest expense - - - (583,612) (583,612) Depreciation and amortization expense 2,092,589 100,190 200,410 - 2,393,189 Proportionate share of losses of joint ventures - - - (100,000) (100,000) Income tax expense - - - 2,818,682 2,818,682 Capital expenditure for additions to long-lived assets 2,785,076 10,380 30,782 572,362 3,398,600 Total assets 87,586,962 19,623,670 21,283,071 19,399,534 147,893,237
7. Restatement The Company incurred a substantial operating loss in 2000 principally as the result of operating problems experienced at the Company's Bear Creek and Memphis facilities during the fourth quarter of 2000. The operational issues that resulted in the operating loss for 2000 caused the Company to undertake further review and analysis of its commercial waste processing operation. One element of determining revenue recognition and the related burial costs is the reconciliation of quarterly inventories of unprocessed waste to the deferred revenue and burial accrual amounts reported at each quarter end. The Company determined, in the course of its review, that full reconciliations of the quarterly inventories of unprocessed waste were not performed at each quarter end in 2000. The appropriate recording of revenues was further complicated by the high volumes of wastes and newly-implemented waste processing strategies. As a result of a review of adjustments made by the Company to its results in fourth quarter of 2000, the Company is restating its previously reported results for the three and six months ended June 30, 2000 to more appropriately reflect such adjustments in the period in which they relate. As a result of the above, adjustments were made to the results for the six months ended June 30, 2000 reducing revenues by $1,952,000 and increasing cost of revenues by $1,767,000. In addition, adjustments were made to the results for the six months ended June 30, 2000 increasing selling, general and administrative expenses by $537,000 (related to stock compensation expense of $116,000, legal expenses related the successful defense of a contract of $78,000 and certain other costs of $343,000 primarily related to compensation and benefit costs) and decreasing income tax expense by $1,684,000 for the income tax benefit of the above items. The Company also adjusted the results for the six months ended June 30, 1999 by reducing revenues by $338,000 for the same reasons noted above. In addition, adjustments were made to the results for the six months ended June 30, 1999 increasing selling, general and administrative expenses by $134,000 for legal expenses related to the successful defense of a contract and decreasing income tax expense by $178,000 for the income tax benefit of the above items. 10 GTS DURATEK, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview GTS Duratek, Inc. (the "Company") derives substantially all of its revenues from commercial and government waste processing operations and from technical support services to electric utilities, industrial facilities, commercial businesses and government agencies. Commercial waste processing operations are provided primarily at the Company's Bear Creek low-level radioactive waste processing facility located in Oak Ridge, Tennessee. The Company also provides on-site waste processing services on large government projects for the United States Department of Energy ("DOE"). Technical support services are generally provided pursuant to multi-year time and materials contracts. Revenues are recognized as costs are incurred according to predetermined rates. The contract costs primarily include direct labor, materials and the indirect costs related to contract performance. The Company's future operating results will be affected by, among other things, the duration of commercial waste processing contracts and amount of waste to be processed by the Company's commercial waste processing operations pursuant to these contracts; the timing and scope of DOE waste treatment projects, including the Hanford and Idaho Falls DOE projects. On June 8, 2000, the Company acquired the nuclear services business of Waste Management, Inc. ("WMI"). The acquisition was effected as the purchase of all of the outstanding capital stock of Waste Management Federal Services, Inc. ("WMFS") from Rust International, Inc. ("Rust") and all of the outstanding membership interests of Chem-Nuclear Systems, LLC ("Chem-Nuclear") from Chemical Waste Management, Inc. ("CWM") and CNS Holdings, Inc. ("CNS"). Each of Rust, CWM, and CNS are indirect subsidiaries of WMI. The purchase price was $67 million in cash, consisting of $55 million in cash at closing, $10 million in additional cash consideration held in escrow until upon the satisfaction of certain post closing conditions, and $2 million of transaction costs. The purchase price is also subject to certain post closing adjustments. The acquired companies are referred to as Waste Management Nuclear Services ("WMNS"). WMNS is a leader in providing low-level radioactive waste management services for the commercial industry and the federal government. In February 2000, the Company completed the sale of its 80% interest in DuraTherm, Inc. to DuraTherm Group, Inc. for $8.0 million in cash and a subordinated note for $336,000. Proceeds to the Company of $8.0 million were used by the Company to pay down borrowings under its bank credit facility. The note receivable bears interest at 14%, payable semi-annually during the first year following the sale, and 18% during the second year following the sale with the principal due in February 2002. The Company recognized a pre-tax gain of $1.2 million on the sale. The results of operations for the three and six months ended June 30, 2000 and June 30, 1999 have been restated. See Note 7 to the Notes to Condensed Consolidated Financial Statements. Results of Operations Three Months Ended June 30, 1999 as compared to Three Months Ended June 30, 2000 Revenues increased by $9.4 million, or 22.5%, from $41.5 million in 1999 as compared to $50.9 million in 2000. The increase was primarily attributable to $6.9 million in revenues generated by WMNS for the period from June 8, 2000, the date of the acquisition, a $5.0 million increase in revenues in commercial waste processing at the Company's low-level radioactive waste processing facilities located in Tennessee, and a $1.7 million revenue increase in government waste processing services. The increase was partially offset by a $3.3 million decrease in the Company's DuraTherm business, which was sold in February, 2000, and a $894,000 decrease in technical support services revenues. The increase in revenues from commercial waste processing was the result of higher processing volumes at 11 GTS DURATEK, INC. AND SUBSIDIARIES the Bear Creek facility and the full period effect of the acquisition of Frank W. Hake Associates LLC ("Hake") in June, 1999. The increased revenues in government waste processing services was primarily the result of work performed on the Hanford River Protection contract. The decline in revenues from DuraTherm resulted from the sale of this business in February, 2000. The decrease in technical support services revenues was due to outages occurring earlier in 1999 compared to 2000 and restricted availability of qualified personnel to support field operations. Gross profit increased $0.4 million, or 3.5%, from $11.5 million in 1999 to $11.9 million in 2000. WMNS and technical support services accounted for increases in gross profit $1.3 million and $500,000 respectively. The increase was partially offset by a decrease in gross profit from the DuraTherm facility and the Tennessee facilities of $900,000 and $500,000, respectively. The increase in gross profit from technical support services was due to improved volumes and margins in the Hittman Trucking operation. The decrease in gross profit for the DuraTherm facility was due to the sale of that business in February, 2000. The decrease in gross profit at the Tennessee facilities was the result of higher cost of processing and changes in waste mix at the Bear Creek facility. As a percentage of revenues, gross profit decreased from 27.6% in 1999 to 23.3% in 2000. Selling, general and administrative expenses increased by $1.5 million, or 22.3%, from $6.9 million in 1999 to $8.4 million in 2000 primarily due to the acquisition of WMNS and activities supporting higher revenues. As a percentage of revenues, selling, general and administrative expenses was 16.5% in 1999 and 2000. Interest expense, net increased by $1.0 million from 1999 to 2000. The increase was the result of increased borrowings required to fund working capital needs and the acquisitions of WMNS in June, 2000 and Hake in June, 1999, as well as higher borrowing costs. Income tax expense decreased $883,000 from $1.7 million in 1999 to $850,000 in 2000. The Company is accruing income taxes at full statutory rates. Six Months Ended June 30, 1999 as compared to Six Months Ended June 30, 2000 Revenues increased by $11.7 million, or 14.6%, from $80.2 million in 1999 to $91.9 million in 2000. The increase was primarily attributable to a $10.3 million increase in revenues from commercial waste processing at the Company's low-level radioactive waste processing facilities located in Tennessee, $6.9 million generated by WMNS for the period from June 8, 2000, and a $900,000 increase in government waste processing services. The increase was partially offset by a $5.9 million decrease in revenues from the Company's DuraTherm facility and the $500,000 decrease in technical support services. The increase in revenues from the Tennessee commercial low-level radioactive waste processing facilities was the result of higher processing volumes at the Bear Creek facility located in Tennessee and the full period effect of the acquisition of Hake in June, 1999. The increase in government waste processing services was primarily the result of work performed on the Hanford River Protection Contract. The decrease in revenues from DuraTherm resulted from the sale of this business in February, 2000. The decrease in technical support services revenues was due to the restricted availability of qualified personnel to support field operations. Gross profit decreased slightly from $21.1 million in 1999 to $21.0 million in 2000. WMNS accounted for increases in gross profit of $2.7 million, which was partially offset by decreases in gross profit from the Company's DuraTherm facility, government waste processing, the Tennessee low-level commercial waste facilities, and technical support services of $1.9 million, $360,000, $400,000 and $100,000, respectively. The decrease in gross margin from DuraTherm resulted from the sale of this business in February, 2000. The government waste processing gross margin was lower primarily due to the completion in late 1999 of a high gross margin contract. The decrease in gross profit at the Tennessee facilities was the result of higher cost of processing and changes in waste mix at the Bear Creek facility. The technical services gross profit decreased due to lower volume caused by restricted availability of qualified information system personnel. As a percentage of revenues, gross profit decreased from 26.3% in 1999 to 22.9% in 2000. 12 GTS DURATEK, INC. AND SUBSIDIARIES Selling, general and administrative expenses increased by $1.9 million, or 14.7%, from $13.4 million in 1999 to $15.3 million in 2000 primarily due to higher volume and the acquisition of WMNS. As a percentage of revenues, selling, general and administrative expenses was 16.7% in 1999 and 2000. Interest expense, net increased by $1.6 million from 1999 to 2000. The increase was the result of increased borrowings required to fund working capital needs and the acquisitions of WMNS in June, 2000 and Hake in June, 1999, as well as higher borrowing costs. Income taxes decreased by $964,000 from 1999 to 2000. The Company's effective tax rate was 39.5% and 39.3% in 1999 and 2000, respectively. Liquidity and capital resources The Company has available an amended and restated bank credit facility which provides for borrowings of up to $135 million. The facility consists of a five year $45 million revolving line of credit, including $15 million for standby letters of credit, a five year $50 million term loan and a six and one- half year $40 million term loan. Borrowings under the credit facility bear interest at LIBOR plus an applicable margin, or at the Company's option, the prime rate plus an applicable margin. The acquisition of WMNS was financed with borrowings under the bank credit facility. The applicable margin is determined based upon the Company's performance and was set at 3.25% for LIBOR based borrowings, and 2.25% for prime based borrowings during the first six months following the acquisition. Borrowings under the $40 million term loan bear an additional 0.5% interest. The term loans require aggregate quarterly principal payments of $7.8 million in 2000, $10.4 million in 2001, $10.4 million in 2002, $10.4 million in 2003, $15.1 million in 2004, $21.6 million in 2005, and $14.3 million in 2006. In addition, the Company is also required to prepay the term loans in an amount equal to 50% of excess cash flows, as defined. The bank credit facility requires the Company to maintain certain financial ratios and restricts the payment of dividends on the Company's common stock. At the time of the acquisition, the Company had borrowings of $90 million under the term loan and $6 million under the revolving line of credit. At June 30, 2000, the Company had $11.0 and $6.0 million under the revolving line of credit and $77.0 million outstanding under the term loans. At June 30, 2000, $36.7 million of additional borrowings were available under the revolving credit portion of the bank credit facility. The Company believes cash flows from operations and, if necessary, borrowings available under its credit facility will be sufficient to meet its operating needs, including the quarterly preferred dividend requirement of $320,000 for at least the next twelve months. Item 3. Quantitative and Qualitative Information about Market Risk The Company's major market risk relates to changing interest rates. At June 30, 2000, the Company had floating rate long-term debt of $87.4 million and floating short-term rate debt of $11.0 million. The long-term debt bears interest at LIBOR plus 2.25%. The short-term debt bears interest at the bank's base rate, as defined. The Company has not purchased any interest rate derivative instruments but may do so in the future. In addition, the Company does not have any foreign currency or commodity risk. 13 GTS DURATEK, INC. AND SUBSIDIARIES Part II Other Information ------ Item 1. Legal Proceedings Refer to the Company's annual report on Form 10-K for the year ended December 31, 1999 for a discussion of legal proceedings. Item 4. Submission of Matters to a Vote of Securities Holders At the Company's Annual Meeting of Stockholders held on May 16, 2000 the following matters were voted upon: a. Daniel A. D'Aniello, Earle C. Williams, and Dr. Francis J. Harvey were elected to serve as directors of the Company by the convertible preferred stockholders for a one-year term. Admiral James D. Watkins, George V. McGowan and Robert E. Prince were elected to serve as directors for a one-year term by the common stockholders and convertible preferred stockholders, voting together as a single class. For the directors elected by the preferred and common, voting together as a single class, the votes are shown below: For Against ---------- ------- Admiral James D. Watkins 16,615,165 - George V. McGowan 16,616,590 - Robert E. Prince 16,630,745 - b. The proposal to approve the GTS Duratek, Inc. 1999 Stock Option and Incentive Plan was approved by the common stockholders and convertible preferred stockholders, voting together as a single class, by a vote of 12,381,204 for and 968,917 against. c. The proposal to reappoint KPMG LLP as the Company's independent auditors for the year ending December 31, 2000 was approved by the common stockholders and convertible preferred stockholders, voting together as a single class, by a vote of 17,015,444 for and 38,578 against this proposal. Item 5. Other Information In response to the "safe harbor" provisions contained in the Private Securities Litigation Reform Act of 1995, the Company is including in this Quarterly Report on Form 10-Q the following cautionary statements which are intended to identify certain important factors that could cause the Company's actual results to differ materially from those projected in forward-looking statements of the Company made by or on behalf of the Company. Many of these factors have been discussed in prior filings with the Securities and Exchange Commission. The Company's future operating results are largely dependent upon the Company's ability to manage its commercial waste processing operations, including obtaining commercial waste processing contracts and processing waste under such contracts in a timely and cost effective manner. In addition, the Company's future operating results are dependent upon the timing and awarding of contracts by the DOE for the cleanup of other waste sites administered by it. The timing and award of such contracts by the DOE is directly related to the response of governmental authorities to public concerns over the treatment and disposal of radioactive, hazardous, mixed, and other wastes. The lessening of public concern in this area or other changes in the political environment could adversely affect the availability and timing of government funding for the cleanup of DOE and other sites containing radioactive and mixed wastes. Additionally, revenues from technical support services have in the past and continue to account for a substantial 14 GTS DURATEK, INC. AND SUBSIDIARIES portion of the Company's revenues and the loss of one or more technical support service contracts could adversely affect the Company's future operating results. The Company's future operating results may fluctuate due to factors such as: the timing of new commercial waste processing contracts and duration of and amount of waste to be processed pursuant to those contracts; the Company's ability to integrate acquired businesses, including the Company's most recent acquisition of WMNS; the acceptance and implementation of its waste treatment technologies in the government and commercial sectors; the evaluation by the DOE and other customers of the Company's technologies versus other competing technologies as well as conventional storage and disposal alternatives; the timing of new waste treatment projects, including those pursued jointly with BNFL, and the duration of such projects; and the timing of outage support projects and other large technical support services projects at its customers' facilities. 15 GTS DURATEK, INC. AND SUBSIDIARIES Item 6. Exhibits and Reports on Form 8-K a. Exhibits -------- See accompanying Index to Exhibits. b. Reports ------- Current Report on Form 8-K filed on June 22, 2000. c. Financial Data Schedule ----------------------- Filed herewith. 16 GTS DURATEK, INC. AND SUBSIDIARIES 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. GTS DURATEK, INC. Dated: April 24, 2001 BY: /s/ Robert F. Shawver ---------------------------- Robert F. Shawver Executive Vice President and Chief Financial Officer Dated: April 24, 2001 BY: /s/ Charles L. Standley ---------------------------- Charles L. Standley Controller 17 Exhibit Index 3.1 Amended and Restated Certificate of Incorporation of the Registrant. Incorporated herein by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 (File No. 0-14292). 3.2 By-Laws of the Registrant. Incorporated herein by reference to Exhibit 3.3 of the Registrant's Form S-1 Registration Statement on Form S-1 (File No. 33-2062). 4.1 Certificate of Designations of the 8% Cumulative Convertible Redeemable Preferred Stock dated January 23, 1995. Incorporated herein by reference to Exhibit 4.1 of the Registrants Current Report on Form 8-K filed on February 1, 1995 (File No. 0-14292). 4.2 Stock Purchase Agreement among Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., C/S International Partners, Carlyle-GTSD Partners, L.P. Carlyle-GTSD Partners II, L.P. and GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.2 of the Registrants Current Report on Form 8-K filed on February 1, 1995 (File No. 0-14292). 4.3 Stockholders Agreement by and among GTS Duratek, Inc., Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., C/S International Partners, Carlyle-GTSD Partners, L.P., Carlyle-GTSD Partners II, L.P. and GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.3 of the Registrants Current Report on Form 8-K filed on February 1, 1995 (File No. 0-14292). 4.4 Registration Rights Agreement by and among GTS Duratek, Inc., Carlyle Partners II, L.P., Carlyle International Partners II, L.P. Carlyle International Partners III, L.P., C/S International Partners, Carlyle-GTSD Partners, L.P., Carlyle-GTSD Partners II, L.P. and GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.4 of the Registrants Current Report on Form 8-K filed on February 1, 1995 (File No. 0-14292). 4.5 Convertible Debenture issued by GTS Duratek, Inc., General Technical Services, Inc. and GTS Instrument Services Incorporated to BNFL Inc. dated November 7, 1995. Incorporated herein by reference to Exhibit 10.20 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 (File No. 0-14292). 10.1 1984 Duratek Corporation Stock Option Plan, as Amended. Incorporated herein by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990 (File No. 0-14292). 10.2 License Agreement dated as of August 17, 1992 between GTS Duratek, Inc. and Dr. Theodore Aaron Litovitz and Dr. Pedro Buarque de Macedo. Incorporated herein by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 0-14292). E-1 10.3 Stockholders' Agreement dated December 28, 1993 between GTS Duratek, Inc. and Vitritek Holdings, L.L.C. Incorporated by reference to Exhibit 3 of the Registrant's Form 8-K Current Report dated December 22, 1993 (File No. 0-14292). 10.4 Agreement dated January 14, 1994 between GTS Duratek, Inc. and Westinghouse Savannah River Company. Incorporated by reference to Exhibit 10.17 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 0-14292). 10.5 Teaming Agreement by and between GTS Duratek, Inc. and BNFL Inc. dated November 7, 1995. Incorporated herein by reference to Exhibit 10.20 of the Registrant's Quarterly report on Form 10-Q for the quarter ended September 30, 1995 (File No. 0-14292). 10.6 Sublicense Agreement by and between GTS Duratek, Inc. and BNFL Inc. dated November 7, 1995. Incorporated herein by reference to Exhibit 10.20 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 (File No. 0-14292). 10.7 GTS Duratek, Inc. Executive Compensation Plan. Incorporated herein by reference to Exhibit 10.19 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (File No. 0-14292). 10.8 Stock Purchase Agreement between HakeTenn, Inc., George T. Hamilton and Richard Wilson and GTS Duratek, Inc. dated as of June 30, 1999. Incorporated herein by reference to Exhibit (c)(2) of the Registrant's Current Report on Form 8-K filed on July 13, 1999 (File No. 0-14292). 10.9 Stock Purchase Agreement between DuraTherm Group, Inc. and GTSD Sub III, Inc. dated February 7, 2000. Incorporated herein by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K filed on February 22, 2000 (File No. 0-14292). 10.10 Amended and Restated Credit Agreement dated as of June 8, 2000 by and among GTS Duratek, Inc., GTS Duratek Bear Creek, Inc., GTS Duratek Colorado, Inc., Hittman Transport Services, Inc., GTS Instrument Services, Incorporated, General Technical Services, Inc., GTSD Sub III, Inc., GTSD Sub IV, Inc., Frank W. Hake Associates LLC, Chem-Nuclear Systems L.L.C., Waste Management Federal Services, Inc., Waste Management Federal Services of Idaho, Inc., Waste Management Federal Services of Hanford, Inc., Waste Management Technical Services, Inc., Waste Management Geotech, Inc., the Lenders party thereto, First Union National Bank, as Administrative Agent, Credit Lyonnais New York Branch, as Documentation Agent, Fleet National Bank, as Syndication Agent, and First Union Securities, Inc., as Lead Arranger and Book Manager (File No. 0- 14292). 10.11 Second Amended and Restated Security Agreement dated as of June 8, 2000 made by GTS Duratek, Inc., GTS Duratek Bear Creek, Inc., GTS Duratek Colorado, Inc., Hittman Transport Services, Inc., GTS Instrument Services, Incorporated, General Technical Services, Inc., GTSD Sub III, Inc., GTSD Sub IV, Inc., Frank W. Hake Associates, L.L.C., Chem-Nuclear Systems, L.L.C., Waste Management Federal Services, Inc., Waste Management Federal Services of Idaho, Inc., Waste Management Federal Services of Hanford, Inc., Waste Management Technical Services, Inc., Waste Management Geotech, Inc., and First Union National Bank, as Collateral Agent (File No. 0-14292). 10.12 Purchase Agreement by and among Chemical Waste Management Inc., Rust International, Inc., CNS Holdings, Inc. and GTS Duratek, Inc. dated March 29, 2000 (File No. 0-14292). 10.13 Amendment No. 1 to Purchase Agreement and Disclosure Letter by and among Chemical Waste Management Inc., Rust International, Inc., CNS Holdings, Inc. and GTS Duratek, Inc. dated June 8, 2000 (File No. 0- 14292). E-2