-----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, Lcsj+8ReYAIvmxMjleIlDXbapJ1xeB0uiETpvse5kQk5ohKU5JSPrp/UrqFYSehp Cvb/QNDWiRYp6q5iyOsIlQ== 0001157523-03-005977.txt : 20031029 0001157523-03-005977.hdr.sgml : 20031029 20031029080644 ACCESSION NUMBER: 0001157523-03-005977 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031029 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14292 FILM NUMBER: 03962224 BUSINESS ADDRESS: STREET 1: 10100 OLD COLUMBIA ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103125100 MAIL ADDRESS: STREET 1: 10100 OLD COLUMBIA ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: GTS DURATEK INC DATE OF NAME CHANGE: 19930805 FORMER COMPANY: FORMER CONFORMED NAME: DURATEK CORP DATE OF NAME CHANGE: 19920703 8-K 1 a4503753.txt DURATEK, INC. 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2003 Duratek, Inc. -------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-14292 22-2427618 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission File (I.R.S. Employer Incorporation) Number) Identification Number) 10100 Old Columbia Road, Columbia, Maryland 21046 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 312-5100 N/A ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) DURATEK, INC. Item 7. Financial Statements, Proforma Financial Information and Exhibits. (c) Exhibits. 99.1 Duratek, Inc. press release dated October 29, 2003 with respect to the Company's financial results for the fiscal quarter ended September 28, 2003. Item 9. Information Provided Under Item 12 (Results of Operations and Financial Condition). The following information is furnished pursuant to Item 12, "Results of Operations and Financial Condition." On October 29, 2003, Duratek, Inc. ("Duratek") issued a press release announcing its financial results for the fiscal quarter ended September 28, 2003. A copy of Duratek's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. -2- 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 hereunto duly authorized. DURATEK, INC. Date: October 29, 2003 By: /s/ Robert F. Shawver ------------------------ Robert F. Shawver Executive Vice President and Chief Financial Officer -3- Exhibit Index 99.1 Press Release dated July 29, 2003 issued by Duratek, Inc. EX-99 3 a4503753ex991.txt DURATEK, INC. PRESS RELEASE Exhibit 99.1 Duratek Reports Third Quarter 2003 Results COLUMBIA, Md.--(BUSINESS WIRE)--Oct. 29, 2003--Duratek, Inc. (NASDAQ:DRTK) today announced net income of $5.6 million, or $0.29 per diluted share, for the three-month period ended September 28, 2003, as compared to net income of $3.9 million, or $0.20 per diluted share, for the comparable period in 2002. Revenues were $72.5 million for the three months ended September 28, 2003 compared to $72.8 million in the same period in 2002. The increase in net income of $1.7 million, for the quarter, was primarily due to strong performance in the Commercial Services Segment. For the nine month period ended September 28, 2003, net income before cumulative effect of a change in accounting principle was $14.8 million, or $0.77 per diluted share, as compared to net income of $10.5 million, or $0.55 per diluted share, for the comparable period in 2002. Revenues of $213.1 million for the nine months ended September 28, 2003 were comparable to the revenues of $214.4 million achieved during the same period in 2002. The improvement in the year-to-date net income was due to strong performance from the Commercial Services Segment. On a per share basis, net income after cumulative effect of change in accounting principle for the nine months ended September 28, 2003 was $0.64 per diluted share. During the first quarter of 2003 the Company recorded a $2.4 million non-cash charge for the adoption of Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations". Robert E. Prince, President and CEO said, "We are pleased with our achievements in the third quarter. The financial performance was solid from all three of our business segments, but in particular from Commercial Services. Our focus on continuing to provide innovative solutions for our customers appears to be showing results." Robert F. Shawver, Executive Vice President and CFO added, "Our focus on margin improvement and debt pay down has clearly resulted in improved financial performance. This solid financial performance only better positions the Company to achieve longer range growth objectives." An unaudited comparative summary of the third quarter results and year-to-date of operations for 2003 and 2002 is as follows (in thousands of dollars, except per share data): Three Months Ended Nine Months Ended ------------------- ------------------- September September September September 28, 30 28, 30 2003 2002 2003 2002 --------- --------- --------- --------- Revenues $72,517 $72,837 $213,137 $214,361 Income from operations $10,168 $7,677 $27,419 $21,783 Income taxes $3,731 $2,682 $9,748 $7,218 Net income before cumulative effect of a change in accounting principle $5,632 $3,903 $14,807 $10,494 Net income $5,632 $3,903 $12,393 $10,494 Net income (loss) per share: Basic before cumulative effect of a change in accounting principle $0.39 $0.27 $1.02 $0.71 Cumulative effect of a change in accounting principle - - (0.18) - --------- --------- --------- --------- $0.39 $0.27 $0.84 $0.71 ========= ========= ========= ========= Diluted before cumulative effect of a change in accounting principle $0.29 $0.20 $0.77 $0.55 Cumulative effect of a change in accounting principle - - (0.13) - --------- --------- --------- --------- $0.29 $0.20 $0.64 $0.55 ========= ========= ========= ========= Consolidated balance sheets, statements of operations and statements of cash flows follow. A conference call will be held today at 11:00 a.m. Eastern Time. Investors can listen to the conference call by logging into www.duratekinc.com or by calling 1-888-385-9734, pass code Duratek. In addition to the webcast and teleconference, the Company will be placing a presentation of the data on its website under investor relations financial reports section. We encourage investors to listen to the call in addition to viewing the presentation. A replay of the call will be available at approximately 1:00 p.m. today through November 7, 2003 at 4:00 p.m. by dialing 1-888-566-0457, pass code Duratek. The webcast will be archived on the Duratek website for at least 30 days. Duratek provides safe, secure radioactive materials disposition. Certain statements contained in this press release may constitute "forward-looking statements" within the meaning of Section 21E(i)(1) of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Duratek's actual results to be materially different from any future results expressed or implied by these statements. Such factors include the following: 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; the timing and award of contracts by the U.S. Department of Energy for the cleanup of waste sites administered by it; the Company's ability to integrate acquired companies; the acceptance and implementation of the Company's waste treatment technologies in the government and commercial sectors; and other large technical support services projects. All forward-looking statements are also expressly qualified in their entirety by the cautionary statements included in the Company's SEC filings, including its quarterly reports on Form 10-Q and its annual report on Form 10-K. DURATEK, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands of dollars, except share amounts) September December 28, 31, 2003 2002 ----------- --------- Assets (unaudited) Current assets: Cash $2,589 $2,323 Accounts receivable, net 48,809 48,420 Income taxes receivable -- 1,140 Cost and estimated earnings in excess of billings on uncompleted contracts 18,265 12,828 Prepaid expenses and other current assets 4,854 7,915 Deferred income taxes 2,168 2,168 ----------- --------- Total current assets 76,685 74,794 Retainage 8,543 4,969 Property, plant and equipment, net 71,072 69,287 Goodwill 70,797 70,797 Other intangible assets 4,961 5,675 Decontamination and decommissioning trust fund 20,744 19,693 Other assets 13,235 8,917 ----------- --------- Total assets $266,037 $254,132 =========== ========= Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $10,400 $10,400 Accounts payable 9,424 13,911 Accrued expenses and other current liabilities 36,721 41,147 Unearned revenues 26,430 16,476 Waste processing and disposal liabilities 7,833 9,936 ----------- --------- Total current liabilities 90,808 91,870 Long-term debt, less current portion 45,549 50,749 Facility and equipment decontamination and decommissioning liabilities 40,008 28,778 Other noncurrent liabilities 1,086 4,472 Deferred income taxes 1,039 2,649 ----------- --------- Total liabilities 178,490 178,518 ----------- --------- Redeemable preferred stock (liquidation value $18,588) 15,752 15,752 ----------- --------- Stockholders' equity: Preferred stock - $0.01 par value; authorized 4,840,000 shares; none issued -- -- Common stock - $0.01 par value; authorized 35,000,000 shares; issued 15,188,381 shares in 2003 and 15,142,419 shares in 2002 152 151 Capital in excess of par value 77,960 77,715 Retained earning (deficit) 3,340 (8,108) Treasury stock at cost, 1,612,376 shares in 2003 and 2002 (9,577) (9,577) Deferred compensation (80) (319) ----------- --------- Total stockholders' equity 71,795 59,862 ----------- --------- ----------- --------- Total liabilities and stockholders' equity $266,037 $254,132 =========== ========= DURATEK, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited) (in thousands, except for per share amounts) Three Months Ended Nine Months Ended ------------------- ------------------- September September September September 28, 30, 28, 30, 2003 2002 2003 2002 --------- --------- --------- --------- Revenues $72,517 $72,837 $213,137 $214,361 Cost of revenues 53,577 57,002 161,673 169,669 --------- --------- --------- --------- Gross profit 18,940 15,835 51,464 44,692 Selling, general and administrative expenses 8,772 8,158 24,045 22,909 --------- --------- --------- --------- Income from operations 10,168 7,677 27,419 21,783 Interest expense, net (891) (1,173) (3,054) (4,279) Other income 50 118 5 319 --------- --------- --------- --------- Income before income taxes, proportionate share of income (loss) of joint ventures and cumulative effect of a change in accounting principle 9,327 6,622 24,370 17,823 Income taxes 3,731 2,682 9,748 7,218 --------- --------- --------- --------- Income before proportionate share of income (loss) of joint ventures and cumulative effect of a change in accounting principle 5,596 3,940 14,622 10,605 Proportionate share of income (loss) of joint ventures 36 (37) 185 (111) --------- --------- --------- --------- Net income before cumulative effect of a change in accounting principle 5,632 3,903 14,807 10,494 Cumulative effect of a change in accounting principle, net of tax - - (2,414) - --------- --------- --------- --------- Net income 5,632 3,903 12,393 10,494 Preferred stock dividends and charge for accretion (315) (315) (945) (964) --------- --------- --------- --------- Net income attributable to common stockholders $5,317 $3,588 $11,448 $9,530 ========= ========= ========= ========= Weighted-average common stock outstanding: Basic 13,568 13,504 13,551 13,500 ========= ========= ========= ========= Diluted 19,373 19,066 19,341 19,086 ========= ========= ========= ========= Net income (loss) per share: Basic Before cumulative effect of a change in accounting principle $0.39 $0.27 $1.02 $0.71 Cumulative effect of a change in accounting principle - - (0.18) - --------- --------- --------- --------- $0.39 $0.27 $0.84 $0.71 ========= ========= ========= ========= Diluted Before cumulative effect of a change in accounting principle $0.29 $0.20 $0.77 $0.55 Cumulative effect of a change in accounting principle - - (0.13) - --------- --------- --------- --------- $0.29 $0.20 $0.64 $0.55 ========= ========= ========= ========= DURATEK, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (in thousands of dollars) Nine months ended -------------------- September September 28, 30, 2003 2002 --------- --------- Cash flows from operating activities: Net income $12,393 $10,494 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8,991 8,806 Cumulative effect of a change in accounting principle 2,414 -- Stock compensation expense 239 239 Proportionate share of (income) loss of joint ventures, net of distributions (116) 111 Changes in operating assets and liabilities: Accounts receivable, net (344) (8,345) Costs and estimated earnings in excess of billings on uncompleted contracts (5,437) 12,793 Prepaid expenses and other (2,408) (1,057) Accounts payable, and accrued expenses and other current liabilities (10,218) (6,533) Unearned revenues 9,954 2,380 Waste processing and disposal liabilities (2,102) (3,574) Facility and equipment decontamination and decommissioning liabilities 663 3,622 Retainage (3,574) (1,622) --------- --------- Net cash provided by operating activities 10,455 17,314 --------- --------- Cash flows from investing activities: Additions to property, plant and equipment (3,643) (2,052) Other (183) (134) --------- --------- Net cash used in investing activities (3,826) (2,186) --------- --------- Cash flows from financing activities: Proceeds from short-term borrowings -- (2,545) Net repayments of borrowings under revolving credit facility -- (3,470) Repayments of long-term debt (5,200) (8,051) Repayments of capital lease obligations (325) (326) Preferred stock dividends paid (630) -- Deferred financing costs (413) (1,098) Proceeds from issuance of common stock 205 -- --------- --------- Net cash used in financing activities (6,363) (15,490) --------- --------- Net increase in cash 266 (362) Cash, beginning of period 2,323 441 --------- --------- Cash, end of period $2,589 $79 ========= ========= CONTACT: Duratek, Inc., Columbia Diane R. Brown Robert F. Shawver 410-312-5100 www.duratekinc.com -----END PRIVACY-ENHANCED MESSAGE-----