-----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, IpTQP+qT4l/597EDyTe0oM/vsQgGKOCisfAsIt4YTM7w6AD6GW94TxyaUXBUVYll FLYQu34KnAXrxcJXaWD3nQ== 0001006199-96-000083.txt : 19960517 0001006199-96-000083.hdr.sgml : 19960517 ACCESSION NUMBER: 0001006199-96-000083 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GTS DURATEK INC CENTRAL INDEX KEY: 0000785186 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 222476180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14292 FILM NUMBER: 96566538 BUSINESS ADDRESS: STREET 1: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103125100 MAIL ADDRESS: STREET 2: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: DURATEK CORP DATE OF NAME CHANGE: 19920703 10-Q 1 QUARTERLY REPORT FOR GTS DURATEK, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-Q /X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended March 31, 1996 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) 8955 Guilford Road, Suite 200, 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 May 6, 1996: Common Stock, par value $0.01 per share 12,357,673 shares GTS DURATEK, INC. AND SUBSIDIARIES TABLE OF CONTENTS Part I Financial Information Page Item 1. Financial Statements Consolidated Condensed Balance Sheets as of March 31, 1996 and December 31,1995....................... 1 Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 1996 and 1995................ 2 Consolidated Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended March 31, 1996................ 3 Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 1996 and 1995...................... 4 Notes to Consolidated Financial Statements........................ 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 6 Qualification Relating to Financial Information................... 8 Part II Other Information Item 5. Other Information................................................. 9 Item 6. Exhibits and Reports on Form 8-K.................................. 9 Signatures........................................................ 10 Part I Financial Information Item 1. Financial Statements GTS DURATEK, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS March 31 December 31 1996 1995 ---- ---- ASSETS (unaudited) * Current assets: Cash and cash equivalents....................... $ 7,140,946 $11,396,008 Receivables,net................................. 9,705,094 9,321,513 Costs and estimated earnings in excess of billings on uncompleted contracts............. 8,316,428 7,707,434 Inventories..................................... 284,949 274,859 Prepaid expenses and other current assets....... 535,287 79,686 ------- ------ Total current assets......................... 25,982,704 28,779,500 Property, plant and equipment, net................ 5,933,619 3,541,462 Investments in and advances to joint ventures, net 4,438,700 4,059,078 Intangibles, net.................................. 530,920 553,517 Deferred charges and other assets................. 2,091,287 1,726,270 --------- --------- $38,977,230 $38,659,827 =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt and obligations under capital leases........... $ 371,151 $ 470,709 Accounts payable and accrued expenses......... 3,558,338 4,194,713 --------- --------- Total current liabilities...................... 3,929,489 4,665,422 Long-term debt and obligations under capital leases........................................... 271,703 36,000 Convertible debenture............................. 10,230,747 10,086,931 ---------- ---------- Total liabilities............................. 14,431,939 14,788,353 ---------- ---------- Minority interest of subsidiary................... - 5,610 ---------- ---------- Redeemable preferred stock (Liquidation value $16,320,000).................. 14,663,601 14,608,890 ---------- ---------- Stockholders' equity: Common stock..................................... 96,513 94,758 Capital in excess of par value.................. 19,409,975 18,912,751 Deficit.......................................... (9,453,021) (9,578,758) Treasury stock, at cost.......................... (171,777) (171,777) -------- -------- Total stockholders' equity..................... 9,881,690 9,256,974 --------- --------- $38,977,230 $38,659,827 =========== =========== * The Consolidated Condensed Balance Sheet as of December 31, 1995 has been derived from the Company's audited Consolidated Balance Sheet as of that date.
GTS DURATEK, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three months ended March 31, 1996 1995 Revenues....................................... $10,336,235 $ 9,535,752 Cost of revenues............................... 7,605,184 7,779,011 --------- --------- Gross profit................................... 2,731,051 1,756,741 Selling, general and administrative expenses... 1,930,680 1,327,539 --------- --------- Income from operations......................... 800,371 429,202 Interest expense, net.......................... 43,827 16,715 ------ ------ Income before income taxes and proportionate share of loss of joint venture................ 756,544 412,487 Income taxes................................... 210,261 41,249 ------- ------ Income before proportionate share of loss of joint venture........................ 546,283 371,238 Proportionate share of loss of joint venture... (45,834) (78,932) ------- ------- Net income..................................... $ 500,449 $ 292,306 ========== ========= Net income per share........................... $ .01 $ .00 ========== ========= Weighted number of common shares outstanding and common stock equivalents................. 12,048,951 9,308,747 ========== =========
GTS DURATEK, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Three Months Ended March 31, 1996 (Unaudited) Common Stock Capital in Total Excess of Treasury Stockholders' Shares Amount Par Value Deficit Stock Equity Balance, December 31, 1995 9,475,878 $ 94,758 $18,912,751 $(9,578,758) $(171,777) $9,256.974 Net Income 500,449 500,449 Exercise of options and 175,450 1,755 497,224 498,979 warrants Preferred dividends (320,000) (320,000) Accretion of redeemable (54,712) (54,712) preferred stock ------- ------- ------- ------- ------- ------- Balamce, March 31, 1996 9,651,328 $ 96,513 $19,409,975 $(9,453,021) $(171,777) $9,881,690 ========= ======== =========== =========== ========= ==========
GTS DURATEK, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Three months ended March 31, 1996 1995 Cash flows from operations: Net income......................................... $ 500,449 $ 292,306 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization.................... 163,086 153,751 Proportionate share of loss of joint venture..... 45,834 78,932 Changes in operating items: Receivables.................................... (630,208) (99,800) Cost in excess of billings..................... (608,994) 1,695,245 Inventories.................................... (10,090) (7,779) Accounts payables and accrued expenses......... (768,681) (1,896,602) Other operating items.......................... (309,330) (128,412) -------- -------- Net cash provided (used) by operations....... (1,617,934) 87,641 ---------- ------ Cash flows from investing activities: Additions to property, plant and equipment, net.. (2,106,955) (90,973) Advances to joint ventures....................... (425,458) (449,537) Acquisition of Anaytica Resources, Inc., net of cash acquired........................... (278,446) - Other............................................ 107,418 (3,379) ------- ------ Net cash used by investing activities.......... (2,703,441) (543,889) ---------- -------- Cash flows from financing activities: Net repayment of short-term borrowings........... - (7,630,512) Reduction of long-term debt and capital lease obligations.............................. (170,670) (175,343) Proceeds from issuance of common stock........... 498,979 - Proceeds from issuance of redeemable preferred stock................................ - 14,425,526 Payment of preferred stock dividends............. (320,000) - Proceeds from issuance of stock option........... - 280,000 Other............................................ 58,004 - ------ --------- Net cash provided by financing activities...... 66,313 6,899,671 ------ --------- Net change in cash and cash equivalents............ (4,255,062) 6,443,423 Cash and cash equivalents at beginning of period... 11,396,008 - ---------- ---------- Cash and cash equivalens at end of period.......... $ 7,140,946 $ 6,443,423 ----------- ----------- Cash paid for: Interest......................................... $ 25,364 $ 98,923 =========== =========== Income taxes..................................... $ 1,128 $ - =========== ======= Supplememtal cash flow information: Equipment acquired under capital lease arrangement................................... $ 291,961 $ - =========== =======
GTS DURATEK, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 1.Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned except for DuraTherm, Inc. which is 80% owned. 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. 2. Inventories Inventories, consisting of material, labor and overhead, are classified as follows: March 31, December 31, 1996 1995 Raw materials............................... $ 35,215 $36,256 Finished goods.............................. 249,734 238,603 ------- ------- $284,949 $274,859 ======== ========
3. Offering On April 26, 1996, the Company completed a public offering of 2,500,000 shares of Common Stock sold by the Company and 1,100,000 shares of Common Stock sold by certain shareholders. The shares were sold to the public at a price of $18.50 per share. Net proceeds to the Company after underwriting discounts, commissions and expenses were approximately $43.3 million. The Company intends to use the net proceeds to expand its waste treatment technology operations, including for working capital, funding of waste treatment technology projects, and research and development. The Company may use a portion of the net proceeds for the acquisition of businesses or technologies complementary to the Company's business. 4. Acquisition of Analytical Resources, Inc. In January 1996, the Company acquired 100% of the outstanding capital stock of Analytical Resources, Inc. ("ARI"), a privately held radioactive waste management and environmental safety and health consulting firm. The acquisition of ARI was accounted for using the purchase method of accounting. The purchase price of approximately $300,000 was equal to the estimated fair value of the net tangible assets acquired as of January 1, 1996. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations GTS DURATEK, INC. AND SUBSIDIARIES Overview GTS Duratek has historically derived substantially all of its revenues from technical support services to government agencies, electric utilities, industrial facilities and commercial businesses. 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. Historically, the Company's waste treatment revenues have been generated from projects in which the Company acts as a subcontractor for the Department of Energy ("DOE") pursuant to fixed-price and cost-plus-fixed-fee contracts. Revenues are recognized on the percentage-of-completion method as costs are incurred as measured by the cost-to-cost method. The Company's results of operations are significantly affected by the timing of the award of contracts and the timing and performance on contracts. These factors directly affect the Company's pre-tax income and net income. The quarter-to-quarter results continue to be affected by the Company's electric utility customers scheduling of nuclear power plant outages causing the demand for these services to often shift between quarters. Accordingly, results of operations for the quarter and quarter-to-quarter comparisons may not be as meaningful comparisons over longer periods. Results of Operations Revenues increased by $800,000 or 8.4% from $9.5 million in the first quarter of 1995 as compared to $10.3 million for the first quarter of 1996. The increase was attributable to an increase in revenues from waste treatment projects and teaming fees of $1.9 million partially offset by a decrease in technical support services revenues of $1.1 million. The most significant waste treatment project is the Savannah River M-Area project. Under this three-year $14.1 million contract, the Company has constructed a vitrification facility at the Savannah River site in South Carolina to convert approximately 90,000 cubic feet of mixed waste to stable glass. Revenues from this contract were $1.8 million for the first quarter of 1996 as compared to $600,000 for the same period in 1995. Revenues for the first quarter of 1996 also included a $1.0 million teaming fee received from BNFL in exchange for the Company's agreement to exclusively team with BNFL on a DOE waste treatment project in Idaho. The decline in revenues in technical support services was the result of fewer power plant outages being scheduled in the first quarter of 1996 as compared to the same period in 1995. Gross profit increased by $1.0 million or 55.5%, from $1.7 million in the first quarter of 1995 to $2.7 million in the first quarter of 1996, principally as a result of the teaming fee from BNFL. As a percentage of revenues, gross profit increased from 18.4% for the first quarter of 1995 to 26.4% for the same period in 1996, primarily the result of the BNFL fee. The gross profit percentage from waste treatment projects was lower in the first quarter of 1996 as compared to the same period in 1995 principally due to the project mix. The gross profit percentage from technical support services was unchanged for the first quarter of 1996 as compared to the same period in 1995. Selling, general and administrative expenses increased by $600,000 or 45.4% from the first quarter of 1995 as compared to the first quarter of 1996. As a percentage of revenues, selling general and administrative expenses increased from 13.9% in the first quarter of 1995 to 18.7% for the same period in 1996. The increase was principally the result of higher operating costs for waste treatment projects for the DOE as well as pre-operating costs for the DuraTherm commercial waste treatment project which had not commenced operations. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) GTS DURATEK, INC. AND SUBSIDIARIES Interest expense, net increased by $27,000 for the first quarter of 1996 as compared to the same period in 1995. The increase was principally the result of interest expense on the convertible debenture held by BNFL, partially offset by the interest income from the net proceeds of convertible preferred stock issuance. The Company's proportionate share in the loss of its 50% owned joint venture, Vitritek Environmental, Inc. ("Vitritek"), decreased from $79,000 for the first quarter of 1995 as compared to $46,000 for the same period in 1996. The decrease was the result of limited business activity of the joint venture. Liquidity and capital resources On April 26, 1996, the Company completed a public offering of 2,500,000 shares of Common Stock sold by the Company and 1,100,000 shares of Common Stock sold by certain shareholders. The shares were sold to the public at a price of $18.50 per share. Net proceeds to the Company after underwriting discounts, commissions and expenses were approximately $43.3 million. The Company intends to use the net proceeds to expand its waste treatment technology operations, including for working capital, funding of waste treatment technology projects, and research and development. The Company may use a portion of the net proceeds for the acquisition of businesses or technologies complementary to the Company's business. During the three months ended March 31, 1996, the Company used $3.3 million of cash in investing activities principally related to equipment acquired for improvements to the Company's DuraTherm facility in San Leon, Texas, and additional investment in DuraChem. The Company has a revolving line of credit agreement with a bank providing for borrowings up to $7.0 million based upon eligible amounts of account receivable, as defined in the agreement. Borrowings outstanding under the agreement are due on demand and bear interest at the bank's prime interest rate plus 1%. At March 31, 1996, no borrowings were outstanding and the Company had available borrowings of $4.9 million. The Company believes cash flows from operations, cash resources, the net proceeds of the public offering and, if necessary, borrowings under the bank line of credit will be sufficient to meet its operating needs, including the quarterly preferred dividend requirement of $320,000. Item 2. Qualification Relating to Financial Information GTS DURATEK, INC. AND SUBSIDIARIES The consolidated financial information included herein is unaudited, and does not include all disclosures required under generally accepted accounting principles because certain note information included in the Company's Annual Report, filed on Form 10-K, has been omitted; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of the 1996 interim period are not necessarily indicative of results to be expected for the entire year. Part II Other Information GTS DURATEK, INC. AND SUBSIDIARIES 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, including the discussion of Risk Factors contained in the Company's Registration Statement on Form S-2 (File No. 333-01805) which became effective on April 22, 1996, to which reference is hereby made. The Company experienced significant growth in waste treatment project revenues during 1995 and through the first quarter of 1996. Net income in 1995 and the first quarter of 1996 was also significantly greater than in 1994 and the first quarter of 1995, respectively. However, there can be no assurance that the Company will be able to sustain these favorable operating trends in future periods. The Company's future operating results may fluctuate due to factors such as: the acceptance and implementation of its waste treatment technologies, particularly vitrification and thermal desorption, in the governmental and commercial sectors; the evaluation by 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 Company' ability to maintain existing collaborative relationships or enter into new collaborative arrangements in order to commercialize its waste treatment technologies. In addition, the Company's future operating results are largely dependent upon the timing and awarding of future contracts by the DOE for the cleanup of the 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 concern 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 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. Item 6. Exhibits and Reports on Form 8-K a. Exhibits See accompanying Index to Exhibits b. Reports None. GTS DURATEK, INC. AND SUBSIDIARIES March 31, 1996 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: May 13, 1996 BY: /s/ Robert F. Shawver Robert F. Shawver Executive Vice President and Chief Financial Officer Dated: May 13, 1996 BY: /s/Craig T. Bartlett Craig T. Bartlett Controller and Principal Accounting Officer Exhibits Index 3.1 Amended and Restated Certificate of Incorporation of the Registrant (filed herewith) 3.2 By-Laws of the Registrant. Incorporated herein by reference to Exhibit 3.3 of the Registrant's Form S-1 Registration Statement 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 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 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 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 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. 10.2 Asset Purchase Agreement dated August 20, 1990 between Chem-Nuclear Systems, Inc. and Duratek Corporation. Incorporated herein by reference to Exhibit 1 to the Registrant's Form 8-K filed on August 20, 1990. (File No. 0-14292) 10.3 Loan and Security Agreement dated February 9, 1993 between The Bank of Baltimore and GTS Duratek, Inc., General Technical Service, Inc., and GTS Instrument Services, Inc. Incorporated herein by reference to Exhibit 10.8 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993. (File No. 0-14292) 10.4 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) 10.5 Purchase Agreement dated October 15, 1993 between GTS Duratek, Inc. and Environmental Corporation of America. Incorporated herein by reference to Exhibit 2 of the Registrant's Form 8-K Current Report dated October 15, 1993. (File No. 0-14292) 10.6 Warrant Agreement dated October 15, 1993 between GTS Duratek, Inc. and Environmental Corporation of America. Incorporated herein by reference to Exhibit 2 of the Registrant's Form 8-K Current Report dated October 15, 1993. (File No. 0-14292) 10.7 Stock Purchase Agreement dated December 22, 1993 between GTS Duratek, Inc. and Jack J. Spitzer. Incorporated herein by reference to Exhibit 1 of the Registrant's Form 8-K Current Report dated December 22, 1993. (File No. 0-14292) 10.8 Stock Purchase Agreement dated December 22, 1993 between GTS Duratek, Inc. and Joseph H. Domberger. Incorporated by reference to Exhibit 2 of the Registrant's Form 8-K Current Report dated December 22, 1993. (File No. 0-14292) 10.9 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) 10.10 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) 10.11 Agreement dated February 24, 1994 between GTS Duratek, Inc. and the University of Chicago (Operator of Argonne National Laboratory). Incorporated by reference to Exhibit 10.18 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. (File No. 0-14292) 10.12 Agreement dated September 15, 1994 between DuraChem Limited Partnership a Maryland Limited Partnership, by and among CNSI Sub, Inc. and GTSD Sub, Inc. as the General Partners, and Chemical Waste Management, Inc. and GTS Duratek, Inc. as the Limited Partners. Incorporated herein by reference to Exhibit 10-19 of the Registrants Annual Report on 10-K for the year ended December 31, 1994 (File No. 0-14292) 10.13 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). 10.14 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). 10.15 Stock Purchase Agreement by and among Bird Environmental Gulf Coast, Inc., Bird Environmental Technologies, Inc., Bird Corporation, GTS Duratek, Inc. and GTSD Sub II, Inc. dated as of November 29, 1995. Incorporated herein by reference to Exhibit (c)(2) of Registrant's Current Report on Form 8-K filed on December 11, 1995 (File No. 0-14292). 10.16 Stockholders' Agreement by and among Bird Environmental Gulf Coast, Inc. GTS Duratek, Inc., GTSD Sub II, Inc., Jim S. Hogan, Mark B. Hogan, Barry K. Hogan and Sam J. Lucas III dated November 29, 1995. Incorporated herein by reference to Exhibit (c)(3) of the Registrant's Current Report on Form 8-K filed on December 11, 1995 (File No. 0-14292). 10.17 Technology License Agreement by and among GTS Duratek, Inc., Bird Environmental Gulf Coast, Inc. and Jim S. Hogan dated November 29, 1995. Incorporated herein by reference to Exhibit (c)(4) of the Registrant's Current Report on Form 8-K filed on December 11, 1995. (File No. 0-14292). 11.1 GTS Duratek Inc., and Subsidiaries, Computation of Earnings Per Share for the three months ended March 31, 1996. (filed herewith) 27 Financial Data Schedule. (filed herewith) EX-3 2 EXHIBIT 3.1 AMD. AND RESTATED CERT. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GTS DURATEK, INC. GTS DURATEK, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is GTS Duratek, Inc. (hereinafter called the "Corporation"). The previous name of the corporation was Duratek Corporation which was changed to its current name with the filing of the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Secretary of State") on June 4, 1992. The Corporation was originally incorporated under the name NPS Waste Technologies, Inc. and its original Certificate of Incorporation was filed with the Secretary of State on December 8, 1982. 2. This Amended and Restated Certificate of Incorporation has been duly proposed by resolution of the Board of Directors of the Corporation and has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. 3. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the Restated Certificate of Incorporation of the Corporation to read in its entirety as follows: FIRST: The name of the Corporation is GTS Duratek, Inc. SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware. The name of the registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Forty Million (40,000,000) consisting of Five Million (5,000,000) shares of preferred stock, par value $.01 per share (hereinafter called the "Preferred Stock") and Thirty-Five Million (35,000,000) shares of common stock, par value $.01 per share (hereinafter called the "Common Stock"). The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of any or all of the following: (a) The designation of the series, which may be by distinguishing number, letter or title; (b) The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the creation of the series) increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding); (c) Whether dividends, if any, shall be cumulative or noncumulative, the dividend rate of the series and the dates at which dividends, if any, shall be payable; (d) The redemption rights and price or prices, if any, for shares of the series; (e) The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series; (f) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (g) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series of shares, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion price or prices or rate or rates of exchange, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion or exchange may be made; (h) Restrictions on the issuance of shares of the same series or of any other class or series and the right, if any, to subscribe for or purchase any securities of the Corporation or any other corporation; (i) The voting rights, if any, of the holders of such series, and (j) Any other relative, participating, optional or other special power, preferences, rights, qualifications, limitations or restrictions thereof; all as determined from time to time by the Board of Directors and stated in the resolutions providing for the issuance of such preferred stock (a "Preferred Stock Designation"). The holders of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders. Except as may be provided in this Amended and Restated Certificate of Incorporation or by the Board of Directors in a Preferred Stock Designation, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote or consent. The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share of on the part of any other person, whether or not the Corporation shall have notice thereof, except expressly provided by applicable laws. FIFTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for creating, defining, limiting and regulating the powers of the Corporation, the directors and the stockholders. (a) Subject to any limitation contained in the bylaws, the Board of Directors may make bylaws, and from time to time may alter, amend, change, add to or repeal any bylaws of the Corporation without the assent or vote of the stockholders of the Corporation. (b) The Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to be a director or officer of the Corporation or while a director or officer is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys' fees and expenses), judgments, fines, penalties and amounts paid in settlement or incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any bylaw, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any repeal or modification of the foregoing provisions of this Section (b) of Article FIFTH shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification. (c) No director of the corporation shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Furthermore, notwithstanding the foregoing provision, in the event that the General Corporation Law of Delaware is amended or enacted to permit further limitation or elimination of the personal liability of the director, the personal liability of the Corporation's directors shall be limited or eliminated to the fullest extent permitted by the applicable law. Any repeal or modification of this Section (c) of Article FIFTH shall not increase the personal liability of any director of the Corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. (d) The books of the Corporation may be kept at such place within or without the State of Delaware as the bylaws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation. SIXTH: No holder of stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of the any unissued stock of the Corporation or any additional stock to be issued by reason of any increase of the authorized capital stock of the Corporation, or any bonds, certificates of indebtedness, debentures or other securities convertible into stock or such additional authorized issue of new stock, but rather such stock, bonds, certificates of indebtedness, debentures and other securities may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of their discretion. SEVENTH: (a) Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed by the bylaws of the Corporation and may be increased or decreased from time to time in such a manner as may be prescribed by the bylaws, but in no case shall the number be less than 3 nor more than 15. (b) Advance notice of stockholder nominations for the election of directors and advance notice of business to be brought by stockholders before an annual meeting shall be given in the manner provided in the bylaws of the Corporation. EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amend and Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred upon stockholders herein are granted subject to this reservation. This Amended and Restated Certificate of Incorporation was duly adopted by unanimous written consent of the directors and by written consent of the stockholders in accordance with the applicable provisions of Sections 141, 228, 242 and 245 of the General Corporation Law of the State of Delaware and written notice of the adoption of this Amended and Restated Certificate of Incorporation has been given as provided by Section 228 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice. IN WITNESS WHEREOF, said GTS DURATEK, INC. has caused this certificate to be signed by its President as of the 3 day of January, 1995, and attested to by its Assistant Secretary. GTS DURATEK, INC. By: /s/Robert E. Prince Robert E. Prince, President Attested: /s/Diane R. Brown Diane R. Brown, Assistant Secretary * As amended by a Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April l2, 1996. EX-11 3 EX. 11.1 COMPUTATION OF EARNINGS PER SHARE GTS DURATEK, INC. AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE Three Months Ended March 31, 1996 and 1995 1996 1995 Primary: Earnings (loss) applicable to common stock $500,449 $292,306 Accrued dividend on preferred stock (320,000) (235,200) Accretion of redeemable preferred stock (54,712) (35,623) ------- ------- Net earnings (loss) applicable to common stock $125,737 $21,483 ======== ======= Average common shares outstanding 9,521,811 8,689,317 Dilutive effect of stock options and warrants 2,494,966 619,430 --------- ------- Weighted average commom shares outstanding 12,016,777 9,308,747 Earnings (loss) per common share $0.01 $0.00 ===== ===== Fully Diluted: Earnings (loss) applicable to common stock 500,449 292,306 Accrued dividend on preferred stock (320,000) (235,200) Accretion of redeemble preferred stock (54,712) (35,623) ------- ------- Net earnings (loss) applicable to common stock $125,737 $21,483 ======== ======= Average common shares outstanding 9,521,811 8,689,317 Dilutive effect of stock options and warrants 2,527,140 817,592 --------- ------- Weighted average common shares outstanding 12,048,951 9,506,909 Earnings (loss) per common share $0.01 $0.00 ===== =====
EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED BALANCE SHEET AS OF MARCH 31, 1996 (UNAUDITED) AND THE CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED), OF GTS DURATEK, INC. AND SUBSIDIARIES, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1995 MAR-31-1996 7,140,946 0 18,116,486 (94,964) 284,949 25,982,704 10,190,348 (4,256,729) 38,977,230 3,929,489 10,502,450 14,663,601 0 96,513 9,785,177 38,977,230 0 10,336,235 0 7,605,184 1,923,180 7,500 43,827 756,544 210,261 500,449 0 0 0 500,449 .01 .01
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