<PAGE>
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, 1998
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)
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
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 11, 1998:
Common Stock, par value $0.01 per share 12,997,830 shares
<PAGE>
GTS DURATEK, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----
Part I FINANCIAL INFORMATION
- ---------
<S> <C> <C>
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
as of March 31, 1998 and December 31, 1997.................. 1
Consolidated Condensed Statements of Operations for the
Three Months Ended March 31, 1998 and 1997.................. 2
Consolidated Condensed Statement of Changes in Stockholders'
Equity for the Three Months Ended March 31, 1998............ 3
Consolidated Condensed Statements of Cash Flows for the
Three Months Ended March 31, 1998 and 1997.................. 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 1. Legal Proceedings........................................... 9
Item 5. Other Information........................................... 9
Item 6. Exhibits and Reports on Form 8-K............................ 9
Signatures.................................................. 10
</TABLE>
<PAGE>
Part I Financial Information
- ------
Item 1. Financial Statements
GTS DURATEK, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------- -------------
ASSETS (unaudited) *
<S> <C> <C>
Current assets:
Cash and cash equivalents......................... $ 6,514,688 $ 7,026,249
Receivables, net.................................. 28,008,099 28,912,271
Other accounts receivable......................... 1,552,514 1,373,704
Costs and estimated earnings in excess of
billings on uncompleted contracts............... 11,675,739 9,072,828
Prepaid expenses and other current assets......... 3,785,574 3,193,224
------------ ------------
Total current assets............................ 51,536,614 49,578,276
Property, plant and equipment, net.................. 59,790,639 60,356,784
Investments in and advances to joint ventures, net.. 6,333,018 6,362,526
Goodwill and other intangible assets, net........... 13,927,508 13,877,802
Deferred charges and other assets................... 2,223,890 2,122,793
------------ ------------
$133,811,669 $132,298,181
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 8,970,171 $ 12,235,006
Short term borrowings............................... 5,621,000 -
Accrued expenses and other current liabilities...... 13,878,912 12,042,413
Unearned revenues................................... 2,987,446 8,256,541
Waste processing and disposal liabilities........... 9,873,371 8,681,102
------------ ------------
Total current liabilities...................... 41,330,900 41,215,062
Convertible debenture............................... 11,517,809 11,348,925
Facility and equipment decontamination
and decommissioning liabilities.................... 7,500,483 7,270,681
Other non current liabilities....................... 934,834 981,824
------------ ------------
Total liabilities.............................. 61,284,026 60,816,492
------------ ------------
Redeemable preferred stock
(Liquidation value $16,320,000)................... 15,108,726 15,052,355
------------ ------------
Stockholders' equity:
Common stock...................................... 128,859 128,790
Capital in excess of par value.................... 67,302,170 67,278,739
Deficit........................................... (9,840,335) (10,806,418)
Treasury stock, at cost........................... (171,777) (171,777)
------------ ------------
Total stockholders' equity...................... 57,418,917 56,429,334
------------ ------------
$133,811,669 $132,298,181
============ ============
</TABLE>
* The Consolidated Condensed Balance Sheet as of December 31, 1997 has been
derived from the Company's audited Consolidated Balance Sheet as of that date.
1
<PAGE>
GTS DURATEK, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
--------------------------
1998 1997
------------ ------------
<S> <C> <C>
Revenues............................................... $37,230,952 $11,950,645
Cost of revenues....................................... 29,394,613 15,959,821
----------- -----------
Gross profit (loss).................................... 7,836,339 (4,009,176)
Selling, general and administrative expenses........... 5,516,501 1,820,040
----------- -----------
Income (loss) from operations.......................... 2,319,838 (5,829,216)
Interest income (expense), net......................... (73,781) 422,036
----------- -----------
Income (loss) before income taxes (benefit) and
proportionate share of loss of joint venture......... 2,246,057 (5,407,180)
Income taxes (benefit)................................. 853,603 (750,000)
----------- -----------
Income (loss) before proportionate share of
loss of joint venture................................ 1,392,454 (4,657,180)
Proportionate share of loss of joint venture........... (50,000) (45,000)
----------- -----------
Net income (loss)...................................... 1,342,454 (4,702,180)
Preferred stock dividends and charges for accretion.... 376,371 375,535
----------- -----------
Net income (loss) attributable to common stockholders.. $ 966,083 $(5,077,715)
=========== ===========
Basic net income (loss) per share...................... $.08 $(0.41)
=========== ===========
Diluted net income (loss) per share.................... $.07 $(0.41)
=========== ===========
Basic weighted average common stock outstanding........ 12,811,495 12,383,987
=========== ===========
Diluted weighed average common stock and
dilutive securities outstanding...................... 14,326,182 12,383,987
=========== ===========
</TABLE>
2
<PAGE>
GTS DURATEK, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
---------------------- Capital in Total
Excess of Treasury Stockholders'
Shares Amount Par Value Deficit Stock Equity
----------- -------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997 12,879,057 $128,790 $67,278,739 $(10,806,418) $(171,777) $56,429,334
Net income 1,342,454 1,347,454
Exercise of options and
warrants 6,900 69 23,431 23,500
Preferred dividends (320,000) (320,000)
Accretion of redeemable
preferred stock (56,371) (56,371)
---------- -------- ----------- ------------ --------- -----------
Balance, March 31, 1998 12,885,957 $128,859 $67,302,170 $( 9,840,335) $(171,777) $57,418,917
========== ======== =========== ============ ========= ===========
</TABLE>
3
<PAGE>
GTS DURATEK, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------
1998 1997
------------ -------------
<S> <C> <C>
Cash flows from operations:
Net income (loss)....................................... $ 1,342,454 $(4,702,180)
Adjustments to reconcile net income (loss) to
net cash used by operating activities:
Depreciation and amortization....................... 1,173,491 173,735
Accrued interest on convertible debenture........ 168,884 155,804
Provision for estimated loss on long-term contract.. - 4,454,756
Proportionate share of loss of joint venture........ 50,000 45,000
Changes in operating items:
Receivables....................................... 725,362 (2,178,816)
Cost in excess of billings........................ (2,602,911) 666,033
Prepaid expenses and other current assets......... (592,350) (164,282)
Accounts payables, accrued expenses and
other current liabilities...................... (1,462,424) (1,067,130)
Unearned revenues................................. (5,269,095) -
Waste processing and disposal liabilities......... 1,192,269 -
Facility and equipment decontamination and
decommissioning liabilities.................... 229,802 -
----------- -----------
Net cash used by operations............................. (5,044,518) (2,617,080)
----------- -----------
Cash flows from investing activities:
Additions to property, plant and equipment, net ...... (620,318) (613,262)
Advances to joint ventures............................ (20,492) (762,352)
Other................................................. (137,831) (456,767)
----------- -----------
Net cash used by investing activities............. (778,641) (1,832,381)
----------- -----------
Cash flows from financing activities:
Short term borrowings................................. 5,621,000 -
Reduction of long-term debt and
capital lease obligations........................... (12,902) (11,572)
Proceeds from issuance of common stock................ 23,500 303,376
Payment of preferred stock dividends.................. (320,000) (320,000)
----------- -----------
Net cash provided (used) by financing activities.... 5,311,598 (28,196)
----------- -----------
Net change in cash and cash equivalents................. (511,561) (4,477,657)
Cash and cash equivalents at beginning of period........ 7,026,249 46,336,126
----------- -----------
Cash and cash equivalents at end of period.............. $ 6,514,688 $41,858,469
----------- -----------
</TABLE>
4
<PAGE>
GTS DURATEK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
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:
<TABLE>
<CAPTION>
MARCH 31, December 31,
1998 1997
---------- ------------
<S> <C> <C>
Raw materials............................... $ 277,404 $324,843
Finished goods.............................. 815,323 307,214
---------- --------
$1,092,727 $632,057
========== ========
</TABLE>
3. 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 12,811,495 and 12,383,987 for the three months ended
March 31, 1998 and 1997. 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 14,326,182 and 12,383,987 for the three months ended
March 31, 1998 and 1997. 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. Conversion of the Company's
convertible debentures and preferred stock is not included in the calculation of
diluted EPS as the conversion is anti-dilutive.
5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
GTS DURATEK, INC. AND SUBSIDIARIES
OVERVIEW
GTS Duratek, Inc. (the "Company") 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.
On April 18, 1997, the Company acquired 100% of the outstanding capital
stock of The Scientific Ecology Group, Inc. ("SEG") from Westinghouse Electric
Corporation for approximately $22.4 million in cash including transaction costs
and 156,986 shares of the Company's Common Stock. The Company paid the cash
portion of the purchase price out of available cash. The acquisition of SEG was
effective April 1, 1997 and, accordingly, the Company's results of operations
for the year ended December 31, 1997 reflect the operating results of SEG from
April 1, 1997. The Company has accounted for the transaction under the purchase
method of accounting. The aggregate purchase price of $72.5 million, which
includes liabilities assumed and transaction costs, exceeded the estimated fair
value of SEG's tangible assets by approximately $13.8 million. Such amount has
been allocated to intangible assets, principally goodwill, and is being
amortized over 30 years. SEG provided over 50% of the Company's revenue the
three month period ended March 31, 1998 and had a significant impact on the
results of operations in the period to period comparison.
Prior to the acquisition of SEG, the Company's waste treatment revenues
historically had been generated from government waste processing operations
pursuant to fixed-price and cost-plus-fixed-fee contracts with the United States
Department of Energy ("DOE"). Waste treatment revenues from the DOE were not
significant in 1997.
In March 1997, the Company decided to temporarily suspend processing of
radioactive waste and initiate an unscheduled controlled cool down of its glass
melter at its M-Area processing plant located at the DOE's Savannah River site
as a result of observations, by operations personnel, indicating that excessive
wear could be occurring on certain internal components of the melter. After an
extensive inspection of the condition of the melter at the Savannah River site,
the Company's management made the decision to undertake more extensive repairs
and modification of the facility, including melter box replacement, before
resumption of radioactive waste processing. As a result of the necessary
repairs and the delay in completing the waste processing required by the
contract, the Company recorded a loss of $5.9 million on the M-Area contract in
the first quarter of 1997 which included the estimated costs of repairs to the
melter and for estimated losses to complete the fixed price contract. In
December 1997, the Company recommenced radioactive operations and recorded an
additional charge of $1.3 million on the M-Area contract in the fourth quarter
of 1997 for the estimated increased costs to complete the contract as a result
of it taking longer than original estimates to bring the system to full
processing throughput levels. The Company is currently negotiating an extension
of the contract. However, in the event the Company is not able to obtain a
contract extension, the Company could incur additional losses which could be
material.
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 of new DOE waste treatment projects,
including those pursued jointly with BNFL; the duration of the Hanford and Idaho
Falls DOE projects; and the amount of new waste streams, if any, awarded to the
Company for processing at the M-Area facility in Savannah River.
6
<PAGE>
GTS DURATEK, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
Revenues increased by $25.3 million or 211.5% from $11.9 million in the
first quarter of 1997 as compared to $37.2 million for the first quarter of
1998. The increase was primarily attributable to $24.1 million in revenues from
the operations of SEG which was acquired by the Company effective as of April 1,
1997, and to a lesser extent, an increase in government waste processing of $2.8
million, and an increase of $600,000 at the Company's DuraTherm commercial waste
treatment facility. The increase in revenues was partially offset by a decrease
in technical support services revenues of $2.2 million. The increase in revenues
from government waste processing was primarily the result of performance on a
contract awarded by BNFL to build and operate a pilot melter at the Company's
Columbia, Maryland headquarters and performance on a project at Idaho Falls,
Idaho. Revenues at the DuraTherm facility were $2.2 million for the first
quarter of 1998 as compared to $1.6 million for the same period in 1997. The
decline in revenues from technical support service was the result of less power
plant outages being scheduled in the first quarter of 1998 as compared to the
same period in 1997.
Gross profit increased by $11.8 million from a loss of $4.0 million in the
first quarter of 1997 to $7.8 million in the first quarter of 1998. SEG,
government waste processing and DuraTherm accounted for increases in gross
profit of $5.0 million, $6.7 million and $200,000, respectively. The increase
in government waste processing principally relates to a $5.9 million dollar loss
recorded on the M-Area project in the first quarter of 1997. The gross profit
percentage from technical support services was relatively unchanged for the
first quarter of 1997 as compared to the first quarter of 1998. The gross profit
percentage from waste treatment processing was higher in the first quarter of
1998 as compared to the same period in 1997 principally due to the charge taken
against operations on the M-Area Project at the Savannah River facility.
Selling, general and administrative expenses increased by $3.7 million or
203.1% from $1.8 million in 1997 to $5.5 million in 1998. SEG accounted for $2.9
million of the increase. As a percentage of revenues, selling general and
administrative expenses decreased from 15.2% in 1997 to 14.8% in 1998. The
decrease is principally related to the acquisition of SEG which has lower
selling, general and administrative expenses as a percentage of revenues as
compared with the Company's other businesses.
Interest income (expense), net decreased by $496,000 from 1997 to 1998. The
decrease was the result of the decrease in cash due to the purchase of SEG in
April of 1997.
Income taxes (benefit), increased from a benefit of $750,000 in 1997 to
expense of $854,000 in 1998. As of December 31, 1997 the Company has recognized
the benefit of its available net operating loss carryforward. Accordingly, for
1998 the Company is accruing income taxes at full statutory rates.
LIQUIDITY AND CAPITAL RESOURCES
The Company had a revolving line of credit agreement with a bank providing
for borrowings up to $8.8 million based upon eligible amounts of accounts
receivable, as defined in the credit agreement. Borrowings under the revolving
line of credit bear interest at the LIBOR rate plus 2%. At March 31, 1998, the
Company had $5.6 million outstanding under the line of credit. Under this credit
facility, the Company's bank has also issued letters of credit in the aggregate
amount of $15.3 million to the State of Tennessee to provide for security for
SEG's obligation to clean and remediate the Bear Creek facility upon its
closure.
The Company believes cash flows from operations and, if necessary,
borrowings available under the bank line of credit will be sufficient to meet
its operating needs, including the quarterly preferred dividend requirement of
$320,000 for at least the next twelve months.
7
<PAGE>
GTS DURATEK, INC. AND SUBSIDIARIES
QUALIFICATION RELATING TO FINANCIAL INFORMATION
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 1998 interim period are not necessarily
indicative of results to be expected for the entire year.
8
<PAGE>
PART II OTHER INFORMATION
- -------
GTS DURATEK, INC. AND SUBSIDIARIES
Item 1. Legal Proceedings
See the Company's annual report on Form 10-K for the year ended
December 31, 1997 for a discussion of legal proceedings.
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 experienced significant growth in revenues during 1997 and
the first quarter of 1998, primarily as a result of the acquisition of SEG in
April 1997. The Company's future operating results are largely dependent upon
the Company's ability to manage its commercial waste processing operations,
which are formerly the operations of SEG, including obtaining commercial waste
processing contracts and processing waste under such contracts in a timely and
cost effective manner. The Company's future operating results are also largely
dependent upon the Company's ability to extend the existing contract with the
DOE for the Savannah River M-Area Site, complete the waste processing required
by the contract without further delay and secure contracts to handle additional
waste streams at that facility or deploy the equipment on future waste treatment
projects. In addition, the Company's future operating results are largely
dependent upon the timing and awarding of 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 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 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 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, the duration of
such projects; and the timing of outage support projects and other large
technical support services projects at its customers' facilities.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
--------
See accompanying Index to Exhibits
b. Reports
-------
None.
9
<PAGE>
GTS DURATEK, INC. AND SUBSIDIARIES
MARCH 31, 1998
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 14, 1998 BY: /s/ Robert F. Shawver
----------------------------
Robert F. Shawver
Executive Vice President and
Chief Financial Officer
Dated: May 14, 1998 BY: /s/ Craig T. Bartlett
-----------------------------
Craig T. Bartlett
Treasurer
10
<PAGE>
Exhibits 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 From 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 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 Credit and Security Agreements dated April 18, 1997 between First Union
National Bank of Maryland and First Union National Bank of North Carolina
and GTS Duratek, Inc., The Scientific Ecology Group, Inc., SEG Colorado,
Inc., Hittman Transport Services, Inc., General Technical Service, Inc.,
1
<PAGE>
GTS Instrument Services, Inc. and Analytical Resources, Inc. Incorporated
herein by reference to Exhibits (C)(3), (C)(4), and (C)(5) of the
Registrant's Current Report on Form 8-K filed on April 18, 1997. (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
2
<PAGE>
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).
10.18 Stock Purchase Agreement by and between Westinghouse Electric Corporation
and GTS Duratek, Inc. dated as of April 8, 1997. Incorporated herein by
reference to Exhibit (c)(2) of Registrant's Current Report on Form 8-K
filed on April 18, 1997. (File No. 0-14292).
10.19 GTS Duratek, Inc. Executive Compensation Plan. Incorporated herein by
reference to Exhibit 10.19 of Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997 (File No. 0-14292).
27 Financial Data Schedule. (filed herewith)
3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEET AS OF MARCH 31, 1998 (UNAUDITED) AND THE
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
31, 1998 (UNAUDITED), OF GTS DURATEK, INC. AND SUBSIDIARIES, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 6,514,688
<SECURITIES> 0
<RECEIVABLES> 28,171,650
<ALLOWANCES> (163,641)
<INVENTORY> 1,092,727
<CURRENT-ASSETS> 50,605,520
<PP&E> 68,481,998
<DEPRECIATION> (8,691,359)
<TOTAL-ASSETS> 132,880,575
<CURRENT-LIABILITIES> 40,513,362
<BONDS> 0
15,108,726
0
<COMMON> 128,859
<OTHER-SE> 57,290,058
<TOTAL-LIABILITY-AND-EQUITY> 132,880,575
<SALES> 0
<TOTAL-REVENUES> 37,230,952
<CGS> 0
<TOTAL-COSTS> 29,394,613
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 42,000
<INTEREST-EXPENSE> (73,781)
<INCOME-PRETAX> 2,246,057
<INCOME-TAX> 853,603
<INCOME-CONTINUING> 1,342,454
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,342,454
<EPS-PRIMARY> .08
<EPS-DILUTED> .07
</TABLE>
