<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ....... May 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 0-13965
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
---------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3051642
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
320 Needham Street, Newton Upper Falls, Massachusetts 02164
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(617) 969-0700
--------------
(Registrant's telephone number, including area code)
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
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Number of Shares of Common Stock outstanding at June 30, 1996 3,929,486
---------
<PAGE> 2
<TABLE>
INDEX
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
<CAPTION>
Page
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
- - Consolidated Balance Sheets -
May 31, 1996 and February 29, 1996 3
- - Consolidated Statements of Operations - (unaudited)
Three Months Ended May 31, 1996 and 1995 4
- - Consolidated Statements of Cash Flows - (unaudited)
Three Months Ended May 31, 1996 and 1995 5
- - Notes to Consolidated Financial Statements -
May 31, 1996 6-7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-8
PART II OTHER INFORMATION
Item 1 Legal Proceedings 8
Item 4 Submission of Matters to a Vote of
Security Holders 8-9
Item 6 Exhibits and Reports on Form 8-K 9
SIGNATURES 11
</TABLE>
2
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
May 31, 1996 February 29, 1996
------------ -----------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 731,000 $ 3,318,000
Available-for-sale securities 3,002,000 2,752,000
Accounts receivable, net 15,413,000 15,655,000
Due from affiliate 369,000 676,000
Costs and estimated earnings in excess of billings on
uncompleted contracts 6,899,000 4,935,000
Prepaid expenses and other current assets 1,403,000 1,365,000
Refundable income taxes 89,000 138,000
Deferred income taxes 995,000 993,000
----------- -----------
Total current assets 28,901,000 29,832,000
Property and equipment, net 5,693,000 5,690,000
Other assets, net 1,191,000 1,193,000
----------- -----------
Total assets $35,785,000 $36,715,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 1,368,000 $ 990,000
Current portion of long-term debt 799,000 799,000
Accounts payable trade 4,264,000 5,485,000
Accrued payroll and expenses 4,098,000 4,383,000
----------- -----------
Total current liabilities 10,529,000 11,657,000
----------- -----------
Long-term debt, less current portion 1,658,000 1,860,000
Deferred income taxes 733,000 733,000
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock - $.01 par value:
Authorized shares 1,000,000
Issued and outstanding - none -- --
Common stock - $.01 par value
Authorized shares 14,000,000
Issued and outstanding 3,929,486 at
May 31, 1996 and 3,865,610 at
February 29, 1996 40,000 39,000
Capital in excess of par value 14,125,000 13,949,000
Unrealized losses on available-for-sale securities (20,000) (17,000)
Retained earnings 8,720,000 8,494,000
----------- -----------
Total stockholders' equity 22,865,000 22,465,000
----------- -----------
Total liabilities and stockholders' equity $35,785,000 $36,715,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Three Months Ended May 31,
--------------------------
1996 1995
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $13,469,000 $16,275,000
Reimbursable expenses 3,510,000 6,198,000
----------- -----------
Net revenues 9,959,000 10,077,000
Costs and expenses:
Salaries and related costs 7,162,000 7,570,000
General and administrative expenses 2,453,000 2,140,000
----------- -----------
Income from continuing operations 344,000 367,000
----------- -----------
Other income (expense), net:
Interest income 63,000 32,000
Other income -- 3,000
Interest expense (30,000) (86,000)
----------- -----------
Total other income (expense) 33,000 (51,000)
----------- -----------
Income from continuing operations before
provision for income taxes 377,000 316,000
Provision for income taxes 151,000 126,000
----------- -----------
Net income $ 226,000 $ 190,000
=========== ===========
Net income per share $ .06 $ .05
----------- -----------
Weighted average common and common equivalent
shares outstanding 3,901,000 3,839,000
----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Three Months Ended May 31,
---------------------------
1996 1995
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income from continuing operations $ 226,000 $ 190,000
Adjustments to reconcile net income to net cash used by
operating activities:
Depreciation and amortization 329,000 312,000
Gain on sale of equipment -- (3,000)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable, net 242,000 (801,000)
(Increase) decrease in costs and estimated earnings
in excess of billings on uncompleted contracts (1,964,000) 24,000
Increase in prepaid expenses (38,000) (50,000)
Decrease in refundable income taxes 49,000 416,000
Decrease in accounts payable, trade (1,221,000) (785,000)
Decrease in accrued payroll and expenses (285,000) (1,251,000)
----------- -----------
Net cash used by operating activities (2,662,000) (1,948,000)
----------- -----------
Cash flows from investing activities:
(Increase) decrease in available-for-sale securities (250,000) 249,000
Decrease in due from affiliate 307,000 --
Proceeds from disposal of equipment -- 3,000
Acquisition of property and equipment (321,000) (143,000)
Increase in other assets (14,000) (129,000)
----------- -----------
Net cash used by investing activities (278,000) (20,000)
----------- -----------
Cash flows from financing activities:
Net borrowings under notes payable 378,000 2,045,000
Repayment of long-term debt (202,000) (207,000)
Issuance of common stock 177,000 36,000
----------- -----------
Net cash provided by financing activities 353,000 1,874,000
----------- -----------
Net decrease in cash and cash equivalents (2,587,000) (94,000)
Cash and cash equivalents at beginning of year 3,318,000 3,021,000
----------- -----------
Cash and cash equivalents at end of period $ 731,000 $ 2,927,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1996
NOTE 1 - BASIS OF PRESENTATION
- ------ ---------------------
The accompanying consolidated financial statements were prepared without
audit by GZA GeoEnvironmental Technologies, Inc. and Affiliate (the
"Company") in accordance with generally accepted accounting principles
for interim financial statements and pursuant to the rules of the
Securities and Exchange Commission for Form 10-Q. Certain information
and footnotes required by generally accepted accounting principles for
complete financial statements are omitted. It is the opinion of
management that the accompanying consolidated financial statements
reflect all adjustments (which are normal and recurring) considered
necessary for a fair presentation. For further information refer to the
audited financial statements and footnotes included in the Company's
Annual Report to Stockholders for the year ended February 29, 1996, as
filed with the Securities and Exchange Commission on May 24, 1996.
Operating results for the three-month period ended May 31, 1996 are not
necessarily indicative of the results that may be expected for succeeding
periods or for the year ending February 28, 1997.
NOTE 2 - LONG-TERM CONTRACTS
- ------ -------------------
The Company has entered into several long-term private and
government-funded projects that are subject to risks regarding ultimate
contract values. As reported in the Company's Form 10-K for the fiscal
year ended February 29, 1996, under one such government-funded contract,
involving services provided by the Company as a subcontractor, the amount
of services required of the Company exceeded the original contract
estimate. Based on progress of ultimate contract settlement approximately
$288,000 is reflected in revenue for the three-month period ended May 31,
1996.
NOTE 3 - AVAILABLE-FOR-SALE SECURITIES
- ------ -----------------------------
The Company has adopted Statement of Financial Accounting Standards
("SFAS") No. 115. The effect of adoption is that the Company reported
losses on available-for-sale securities at May 31, 1996 of approximately
$20,000. The maturities of available-for-sale securities held at May 31,
1996 are $1,747,000 within one year and $1,255,000 from one to five
years. Certain of these available-for-sale securities have maturities in
excess of one year and are classified as current assets consistent with
their use. Gross realized gains and losses are immaterial to the
Company's operating results.
6
<PAGE> 7
NOTE 4 - CONTINGENCIES
- ------ -------------
The Company is a party to several legal actions arising in the normal
course of business. Management believes that the outcomes of the legal
actions to which it is a party will not, in the aggregate, have a
material adverse effect on the results of operations or financial
condition of the Company.
The Company's services involve risks of significant liability for
environmental and property damage, personal injury, economic loss, and
costs assessed by regulatory agencies. Claims may potentially be asserted
against the Company under federal and state statutes, common law,
contractual indemnification agreements or otherwise.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ------- CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
THREE-MONTH COMPARISON FOR FISCAL YEARS 1997 AND 1996
-----------------------------------------------------
- - NET REVENUES. The Company's net revenues for the three months ended May
31, 1996 decreased by approximately $118,000 (1.2%) compared to the
corresponding period in the prior fiscal year. The decrease is
attributable primarily to decreases in the volume of the Company's
drilling services and in average billing rates realized for consulting and
remediation contract activities which were offset, in part, by increases
in the volume of the Company's engineering consulting business and
recognition of $288,000 in revenue based on progress of ultimate
settlement of a long term contract.
- - SALARIES AND RELATED COSTS. Salaries and related costs for the three
months ended May 31, 1996 decreased by approximately $408,000 (5.4%)
compared to the corresponding period in the prior fiscal year. The
decrease reflects a reduction in payroll and health insurance cost due
to a displacement of the Company's staff, offset, in part, by an
increase in incentive compensation expense.
- - GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the three months ended May 31, 1996 increased by approximately
$313,000 (14.6%) compared to the corresponding period in the prior fiscal
year. The increase reflects increased legal and consulting expenses and a
$175,000 charge as a result of the Company's decision to close the
Gainesville, Florida drilling operation, offset, in part, by a decrease in
general insurance premiums and bad debt expenses. During the three-month
period ended May 31, 1995 a net lawsuit settlement of $140,000 was
credited to legal expenses.
7
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
For the three month period ended May 31, 1996, $2,662,000 of net cash was
used by operations, whereas for the three month period ended May 31, 1995,
$1,948,000 of net cash was used by operations . The Company made capital
expenditures of approximately $321,000 and $143,000 for the first three
months of fiscal 1997 and 1996, respectively.
The Company's working capital increased from $18,175,000 at February 29,
1996 to $18,372,000 at May 31, 1996.
At May 31, 1996, the Company had cash on hand and cash equivalents of
$731,000, and short-term investments of $3,002,000, of which approximately
$341,000 and $901,000 respectively were tax exempt. The Company believes
that its cash on hand and cash equivalents and future cash generated from
operations will be sufficient to meet its cash requirements for at least
the next twelve months.
PART II. OTHER INFORMATION
ITEM I. LEGAL PROCEEDINGS.
- ------- ------------------
The Company is party to several legal proceedings arising in the normal course
of business. Management believes that the outcome of these actions will not,
individually or in the aggregate, have a material adverse effect on the
financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
The Company held the Annual Meeting of Stockholders (the "Annual Meeting") on
July 9, 1996. At the Annual Meeting, Timothy W. Devitt, Paul F. Gorman and
Joseph D. Guertin, Jr. were elected to three-year terms as Class III directors
of the Company. Following the Annual Meeting, M. Joseph Celi, Lawrence
Feldman, Lewis Mandell and Leonard M. Seale continued in office as Class II
directors and Donald T. Goldberg, Thomas W. Philbin and Irvine G. Reinig II
continued in office as Class I directors of the Company.
The Company's Class II, Class I and Class III directors will serve until the
annual meetings of stockholders of the Company in 1997, 1998 and 1999,
respectively, and thereafter until successors are elected and have qualified.
8
<PAGE> 9
<TABLE>
The number of votes cast in favor of and withheld from each nominee for
election as a director at the Annual Meeting were as follows:
<CAPTION>
Nominee Votes For Votes Withheld
- ------- --------- --------------
<S> <C> <C>
Timothy W. Devitt 2,268,232 538,208
Paul F. Gorman 2,694,988 111,452
Joseph D. Guertin, Jr. 2,314,421 506,817
</TABLE>
<TABLE>
At the Annual Meeting, the stockholders of the Company also ratified the
appointment of Coopers & Lybrand as the Company's independent public
accountants for the fiscal year ending February 28, 1997. The number of votes
cast for, against and abstaining from voting on each such proposal were as
follows:
<CAPTION>
Proposal Votes For Votes Against Abstaining
- -------- --------- ------------- ----------
<S> <C> <C> <C>
Ratification of Independent
Public Accountants 2,766,484 26,751 28,003
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) EXHIBITS
10.51 Purchase and Sale Agreement between GZA GeoEnvironmental, Inc. and,
respectively, John E. Ayres, Joseph D. Guertin, and Steven J. Trettel,
dated February 1996, to buy and receive each seller's one-sixth (1/6)
interest as a beneficiary of GZA Investment Associates Trust
10.52 Purchase and Sale Agreement between GZA GeoEnvironmental, Inc. and
Donald T. Goldberg, dated June 25, 1996, to buy and sell one-sixth
interest as a beneficiary of GZA Investment Associates Trust
10.53 Amendment to GZA Investment Associates Trust by John E. Ayres, Donald
T. Goldberg, Joseph D. Guertin, and Steven J. Trettel, dated June 25,
1996, holders of two-thirds of the beneficial interest of the Trust,
to waive the right of first refusal with respect to the assignment of
interest to GZA GeoEnvironmental, Inc.
10.54 Form of Assignment of Beneficial Interest between GZA
GeoEnvironmental, Inc. and, respectively, John E. Ayres, Joseph D.
Guertin, and Steven J. Trettel, dated June 25,
9
<PAGE> 10
1996, assigning and transferring each seller's interest as a
beneficiary of GZA Investment Associates Trust
10.55 Assignment of Beneficial Interest and Indemnity between GZA
GeoEnvironmental, Inc., Donald T. Goldberg, and GZA GeoEnvironmental
Technologies, Inc., dated June 25, 1996, assigning and transferring
the seller's interest as a beneficiary of GZA Investment Associates
Trust, and an agreement to indemnify Donald T. Goldberg from and
against all claims in connection with the loan by People's Savings
Bank of Brockton secured by a Mortgage of property owned of record by
the Trust
10.56 Resignation of Trustee, Donald T. Goldberg, dated June 25, 1996
10.57 Appointment of Successor Trustee by Leonard M. Seale and Joseph P.
Hehir on behalf of GZA GeoEnvironmental, Inc., and Acceptance of
Appointment as Trustee by Richard M. Simon, dated June 25, 1996
27. Financial Data Schedule
(b) REPORTS ON FORM 8-K
The Company did not file any report on Form 8-K during the three month
period ended May 31, 1996.
10
<PAGE> 11
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.
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
---------------------------------------
Date: July 12, 1996 /s/ Joseph P. Hehir
----------------------------------------
JOSEPH P. HEHIR, Chief Financial Officer
and Treasurer (Chief Accounting Officer)
11
<PAGE> 1
Exhibit 10.51
PURCHASE AND SALE AGREEMENT
AGREEMENT made as of this _______ day of ______________ 1996.
_________________________ ("the seller") agrees to sell, transfer and
assign, and GZA GEOENVIRONMENTAL, INC. ("Buyer") agrees to buy and receive,
upon the terms hereinafter set forth Seller's entire one-sixth (1/6) interest
("Interest") as a beneficiary of the GZA Investment Associates Trust ("the
Trust") under Declaration of Trust dated November 21, 1984 ("the Trust
Agreement"), subject to the terms and conditions set forth herein.
1. Seller's Interest in the Trust shall be transferred by a good and
sufficient assignment of beneficial interest ("Assignment") running to the
Buyer, or to the nominee designated by the Buyer by written notice to the
Seller at least three days before the Assignment is to be delivered as
herein provided, and said Agreement shall convey a good and clear
marketable title thereto, free from all liens and encumbrances.
2. The agreed purchase price for said Interest is ($12,000) Twelve Thousand
dollars of which
$ 2,000 have been paid as a deposit this day and
$ 10,000 shall be paid at the time of delivery of the Assignment in cash,
or by certified, cashier's, treasurer's or bank check.
____________________________
$ 12,000 Total
3. The Assignment shall be delivered at ten o'clock A.M. on the 8th day of
February, 1996, at the office of Mofenson & Nicoletti, unless otherwise
agreed upon in writing. It is agreed that time is of the essence of this
agreement.
4. If the Seller shall be unable to give title or to make a transfer and
assignment of the Interest in the Trust, all as herein stipulated, Seller
shall use reasonable efforts to remove any defects in title as provided
herein, or to make the said Interest conform to the provisions hereof in
which event the Seller shall give written notice thereof to the Buyer at or
before the time for performance hereunder, and thereupon the time for
performance hereof shall be extended for a period of thirty days. If at the
expiration of the extended time the Seller shall have failed so to remove
any defects in title, all as herein agreed, then any payments made under
this Agreement shall be forthwith refunded and all other obligations of the
parties hereto shall cease and this Agreement shall be void without
recourse to the parties hereto.
12
<PAGE> 2
The Buyer shall have the election, at either the original or any extended
time for performance, to accept such title as the Seller can deliver to the
said Interest and to pay the purchase price therefor without deductions, in
which case the Seller shall transfer and assign such title.
5. The acceptance of the Assignment by the Buyer or his nominee as the case
may be, shall be deemed to be a full performance and discharge of every
agreement and obligation herein contained or expressed, except such as are,
by the terms hereof, to be performed after the delivery of said Assignment.
6. Buyer and Seller hereby agree that their respective obligations hereunder
are subject to the satisfaction and the fulfillment of both of the
following conditions for the benefit of each of them:
(a) beneficiaries of the Trust holding at least two-thirds (2/3) of
all interests in the Trust which are outstanding pursuant to the Trust
Agreement shall have entered into and delivered to Buyer an agreement
which is the same in form and substance as this Agreement;
(b) beneficiaries of the Trust holding at least two-thirds (2/3) of
all interests in the Trust which are outstanding pursuant to the Trust
Agreement shall have amended the Trust Agreement by the execution of
an amendment substantially in the form of the Amendment attached
hereto and made hereof as Exhibit A, and shall have delivered an
executed original thereof to Buyer;
Buyer shall use reasonable efforts to satisfy the above conditions. In the
event that any of such conditions is not satisfied prior to the expiration
of six (6) months from the date hereof, either or both of Buyer and Seller
may terminate this Agreement by written notice to the other and, in such
case, any payments made under this Agreement shall be forthwith refunded
and all other obligations of the parties hereto shall cease and this
Agreement shall be void without recourse to the parties hereto.
7. Seller warrants and represents that Seller has not taken any action to
authorize or approve the sale, transfer or assignment of the real property
owned by the Trust and located at 1215 West Chestnut Street, Brockton,
Massachusetts, except for the first mortgage lien and for the lease to GZA
Drilling, Inc., bother presently outstanding upon such real property. Such
representation and warranty shall survive the closing of the sale of the
interest.
13
<PAGE> 3
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of
the date first above written.
GZA GEOENVIRONMENTAL, INC.
/s/ By: /s/
- ---------------------------------- ----------------------------------
JOHN E. AYRES Leonard M. Seale
/s/ By: /s/
- ---------------------------------- ----------------------------------
JOSEPH D. GUERTIN Leonard M. Seale
/s/ By: /s/
- ---------------------------------- ----------------------------------
STEVEN J. TRETTEL Leonard M. Seale
14
<PAGE> 4
EXHIBIT A
AMENDMENT
GZA INVESTMENT ASSOCIATES TRUST
The undersigned, being cumulatively the holders of two-thirds (2/3) of the
issued and outstanding beneficial interests of the GZA Investments Associates
Trust ("the Trust") under Declaration of Trust dated November 21, 1984 and
recorded at Book 5887, Page 95 of the Plymouth County Registry of Deeds ("the
Declaration"), do hereby amend the Declaration, pursuant to the power and
authority granted to the beneficiaries pursuant to Section 5 thereof, as
follows:
1. The provisions of Section 7 of the Declaration which prohibit "the
sale, assignment or transfer of any beneficial interest in the Trust [by any
beneficiary], except to another beneficiary or to his or her issue or to the
executor, administrator, heirs or legatees of a deceased holder, "without first
offering such beneficial interest to other beneficiaries, are hereby waived,
released and made inapplicable with respect to the sale, transfer and
assignment by the undersigned of their respective beneficial interests to GZA
GeoEnvironmental, Inc. pursuant to their respective Purchase and Sale
Agreements made and entered into as of _________________, 1996 ("the
Transactions").
2. The Transactions are hereby authorized, ratified and affirmed
notwithstanding said provisions of Section 7 of the Declaration which have been
made inapplicable pursuant to this Amendment.
3. The provisions of this Amendment shall not be applicable to any
other transaction relating to any person who is not a party to the Transactions
and no such person may claim any benefit, waiver or release of any of the
provisions of the Declaration as a result of this Amendment.
4. Any party to the Transactions may, and is hereby authorized to,
record an original counterpart of this Amendment in any Registry of Deeds where
the Declaration is recorded.
EXECUTED as of the day of , 1996 by and
among the undersigned beneficiaries of the Trust.
- ---------------------------------- ----------------------------------------
JOHN E. AYRES JOSEPH D. GUERTIN
- ---------------------------------- ----------------------------------------
STEVEN J. TRETTEL DONALD T. GOLDBERG
15
<PAGE> 5
Then personally appeared the above-named JOHN E. AYRES, and acknowledged
the forgoing instrument to be his free act and deed, before me.
----------------------------------------
Notary Public
My Commission expires:
Then personally appeared the above-named JOSEPH D. GUERTIN, and
acknowledged the forgoing instrument to be his free act and deed, before me.
----------------------------------------
Notary Public
My Commission expires:
Then personally appeared the above-named STEVEN J. TRETTEL, and
acknowledged the forgoing instrument to be his free act and deed, before me.
----------------------------------------
Notary Public
My Commission expires:
Then personally appeared the above-named DONALD T. GOLDBERG, and
acknowledged the forgoing instrument to be his free act and deed, before me.
----------------------------------------
Notary Public
My Commission expires:
16
<PAGE> 1
Exhibit 10.52
PURCHASE AND SALE AGREEMENT
AGREEMENT made as of this 25th day of June 1996.
Donald T. Goldberg ("the seller") agrees to sell, transfer and assign, and
GZA GEOENVIRONMENTAL, INC. ("Buyer") agrees to buy and receive, upon the terms
hereinafter set forth Seller's entire one-sixth (1/6) interest ("Interest") as
a beneficiary of the GZA Investment Associates Trust ("the Trust") under
Declaration of Trust dated November 21, 1984 ("the Trust Agreement"), subject
to the terms and conditions set forth herein.
1. Seller's Interest in the Trust shall be transferred by a good and
sufficient assignment of beneficial interest, resignation, and indemnity of
the form of Exhibit B and C ("Assignment") running to the Buyer, or to the
nominee designated by the Buyer by written notice to the Seller at least
three days before the Assignment is to be delivered as herein provided, and
said Agreement shall convey a good and clear marketable title thereto, free
from all liens and encumbrances.
2. The agreed purchase price for said Interest is ($12,000) Twelve Thousand
dollars of which
$ 2,000 have been paid as a deposit this day and
$ 10,000 shall be paid at the time of delivery of the Assignment in cash,
or by certified, cashier's, treasurer's or bank check.
____________________________
$ 12,000 Total
3. The Assignment shall be delivered at ten o'clock A.M. on the 8th day of
February, 1996, at the office of Mofenson & Nicoletti, unless otherwise
agreed upon in writing. It is agreed that time is of the essence of this
agreement.
4. If the Seller shall be unable to give title or to make a transfer and
assignment of the Interest in the Trust, all as herein stipulated, Seller
shall use reasonable efforts to remove any defects in title as provided
herein, or to make the said Interest conform to the provisions hereof in
which event the Seller shall give written notice thereof to the Buyer at or
before the time for performance hereunder, and thereupon the time for
performance hereof shall be extended for a period of thirty days. If at the
expiration of the extended time the Seller shall have failed so to remove
any effects in title, all as herein agreed, then any payments made under
this Agreement shall be forthwith refunded and all other obligations of the
parties hereto shall cease and this Agreement shall be void without
recourse to the parties hereto.
17
<PAGE> 2
The Buyer shall have the election, at either the original or any extended
time for performance, to accept such title as the Seller can deliver to the
said Interest and to pay the purchase price therefor without deductions, in
which case the Seller shall transfer and assign such title.
5. The acceptance of the Assignment by the Buyer or his nominee as the case
may be, shall be deemed to be a full performance and discharge of every
agreement and obligation herein contained or expressed, except such as are,
by the terms hereof, to be performed after the delivery of said
Assignment.
6. Buyer and Seller hereby agree that their respective obligations hereunder
are subject to the satisfaction and the fulfillment of both of the
following conditions for the benefit of each of them:
(a) beneficiaries of the Trust holding at least two-thirds (2/3) of
all interests in the Trust which are outstanding pursuant to the Trust
Agreement shall have entered into and delivered to Buyer an agreement
which is the same in form and substance as this Agreement;
(b) beneficiaries of the Trust holding at least two-thirds (2/3) of
all interests in the Trust which are outstanding pursuant to the Trust
Agreement shall have amended the Trust Agreement by the execution of
an amendment substantially in the form of the Amendment attached
hereto and made hereof as Exhibit A, and shall have delivered an
executed original thereof to Buyer;
Buyer shall use reasonable efforts to satisfy the above conditions. In the
event that any of such conditions is not satisfied prior to the expiration
of six (6) months from the date hereof, either or both of Buyer and Seller
may terminate this Agreement by written notice to the other and, in such
case, any payments made under this Agreement shall be forthwith refunded
and all other obligations of the parties hereto shall cease and this
Agreement shall be void without recourse to the parties hereto.
7. Seller warrants and represents that Seller has not taken any action to
authorize or approve the sale, transfer or assignment of the real property
owned by the Trust and located at 1215 West Chestnut Street, Brockton,
Massachusetts, except for the first mortgage lien and for the lease to GZA
Drilling, Inc., both presently outstanding upon such real property. Such
representation and warranty shall survive the closing of the sale of the
Interest.
18
<PAGE> 3
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of
the date first above written.
GZA GEOENVIRONMENTAL, INC.
/s/ By: /s/
- ---------------------------------- -------------------------------------
DONALD T. GOLDBERG Leonard M. Seale
President
19
<PAGE> 4
EXHIBIT A
AMENDMENT
GZA INVESTMENT ASSOCIATES TRUST
The undersigned, being cumulatively the holders of two-thirds (2/3) of the
issued and outstanding beneficial interests of the GZA Investments Associates
Trust ("the Trust") under Declaration of Trust dated November 21, 1984 and
recorded at Book 5887, Page 95 of the Plymouth County Registry of Deeds ("the
Declaration"), do hereby amend the Declaration, pursuant to the power and
authority granted to the beneficiaries pursuant to Section 5 thereof, as
follows:
1. The provisions of Section 7 of the Declaration which prohibit "the
sale, assignment or transfer of any beneficial interest in the Trust [by any
beneficiary], except to another beneficiary or to his or her issue or to the
executor, administrator, heirs or legatees of a deceased holder, "without first
offering such beneficial interest to other beneficiaries, are hereby waived,
released and made inapplicable with respect to the sale, transfer and
assignment by the undersigned of their respective beneficial interests to GZA
GeoEnvironmental, Inc. pursuant to their respective Purchase and Sale
Agreements made and entered into as of _________________, 1996 ("the
Transactions").
2. The Transactions are hereby authorized, ratified and affirmed
notwithstanding said provisions of Section 7 of the Declaration which have been
made inapplicable pursuant to this Amendment.
3. The provisions of this Amendment shall not be applicable to any
other transaction relating to any person who is not a party to the Transactions
and no such person may claim any benefit, waiver or release of any of the
provisions of the Declaration as a result of this Amendment.
4. Any party to the Transactions may, and is hereby authorized to,
record an original counterpart of this Amendment in any Registry of Deeds where
the Declaration is recorded.
EXECUTED as of the day of , 1996 by and
among the undersigned beneficiaries of the Trust.
- ---------------------------------- ----------------------------------------
JOHN E. AYRES JOSEPH D. GUERTIN
- ---------------------------------- ----------------------------------------
STEVEN J. TRETTEL DONALD T. GOLDBERG
20
<PAGE> 5
Then personally appeared the above-named JOHN E. AYRES, and acknowledged
the forgoing instrument to be his free act and deed, before me.
----------------------------------------
Notary Public
My Commission expires:
Then personally appeared the above-named JOSEPH D. GUERTIN, and
acknowledged the forgoing instrument to be his free act and deed, before me.
----------------------------------------
Notary Public
My Commission expires:
Then personally appeared the above-named STEVEN J. TRETTEL, and
acknowledged the forgoing instrument to be his free act and deed, before me.
----------------------------------------
Notary Public
My Commission expires:
Then personally appeared the above-named DONALD T. GOLDBERG, and
acknowledged the forgoing instrument to be his free act and deed, before me.
----------------------------------------
Notary Public
My Commission expires:
21
<PAGE> 6
EXHIBIT B
GZA INVESTMENT ASSOCIATES TRUST
ASSIGNMENT OF BENEFICIAL INTEREST
FOR AND IN CONSIDERATION of the payment of Twelve Thousand Dollars
($12,000), the receipt of which is hereby acknowledged, Donald T. Goldberg,
holder and owner of a one sixth (1/6) Interest ("the Interest") in the GZA
Investment Associates Trust, under declaration of trust dated November 21, 1984
and recorded at Plymouth County Registry of Deeds, Book 5887, Page 95 ("the
Trust"), hereby assigns and transfers to GZA GEOENVIRONMENTAL, INC.
("Assignee"), and its successors and assigns, all of Assignor's right, title
and interest in and to the Interest and as beneficiary of the Trust, for
Assignee to hold forever.
Assignor hereby covenants with Assignee that (i) Assignor is the owner of
the Interest, (ii) Assignor has good and marketable title thereto, (iii) the
Interest is free from all liens, encumbrances and charges, and (iv) Assignor
will warrant and defend his title to the Interest, and his transfer to
Assignee, against the claims and demands of all persons.
Assignee does hereby accept such assignment and transfer of the Interest
and the powers, rights and obligations as beneficiary of the Trust.
IN WITNESS WHEREOF, Assignor and Assignee have respectively executed this
document as of this day of , 1996.
Assignor: Assignee:
GZA GEOENVIRONMENTAL, INC.
By:
- ---------------------------------- -------------------------------------
DONALD T. GOLDBERG President/Treasurer
Leonard M. Seale, President
INDEMNITY
The undersigned hereby agrees to indemnify and hold harmless the
above-described Assignor, Donald T. Goldberg, from and against all claims,
damages, expenses, obligations, payments, debts and any amount owing to
People's Savings Bank of Brockton and its successors and assigns as a result
of, or accruing from, any failure by the above-described Trust on or after the
date hereof to pay when due the principal or interest on, or to perform any
obligation to be performed on or after the date hereof in connection with, the
loan by the Bank to the Trust as evidenced by Note dated December 24, 1985 and
secured by a Mortgage of the same date of property owned of record by the
Trust.
22
<PAGE> 7
GZA GeoEnvironmental Technologies, Inc.
By:
-------------------------------------
Leonard M. Seale
Chief Executive Officer
23
<PAGE> 8
EXHIBIT C
RESIGNATION OF TRUSTEE
I, DONALD T. GOLDBERG, Trustee of GZA Investment Associates Trust, under
Declaration of Trust ("the Trust") dated November 21, 1984, and recorded in the
Plymouth County Registry of Deeds in Book 5887, Page 95, and amended by
Amendment dated , 1996, hereby resign as Trustee, effective as of
the date hereof.
Executed as a sealed instrument this day of , 1996.
-----------------------------------
Donald T. Goldberg
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss. , 1996
Then personally appeared the above-named DONALD T. GOLDBERG and
acknowledged the foregoing instrument to be his free act and deed, before me,
-----------------------------------
Notary Public
My Commission expires:
24
<PAGE> 1
Exhibit 10.53
AMENDMENT
GZA INVESTMENT ASSOCIATES TRUST
The undersigned, being cumulatively the holders of two-thirds (2/3) of the
issued and outstanding beneficial interests of the GZA Investment Associates
Trust ("the Trust") under Declaration of Trust dated November 21, 1984 and
recorded at Book 5887, Page 95 of the Plymouth County Registry of Deeds ("the
Declaration"), do hereby amend the Declaration, pursuant to the power and
authority granted to the beneficiaries pursuant to Section 5 thereof, as
follows:
1. The provisions of Section 7 of the Declaration which prohibit "the
sale, assignment or transfer of any beneficial interest in the Trust [by any
beneficiary], except to another beneficiary or to his or her issue or to the
executor, administrator, heirs or legatees of a deceased holder", without first
offering such beneficial interest to other beneficiaries, are hereby waived,
released and made inapplicable with respect to the sale, transfer and
assignment by the undersigned of their respective beneficial interests to GZA
GeoEnvironmental, Inc. pursuant to their respective Purchase and Sale
Agreements made and entered into as of * (SEE BELOW) 1996
----------------------
("the Transactions").
* February 9, 1996 (Joseph D. Guertin), February 13, 1996 (Steven J. Trettel),
February 20, 1996 (John E. Ayres), and June 25, 1996 (Donald T. Goldberg)
2. The Transactions are hereby authorized, ratified and affirmed
notwithstanding said provisions of Section 7 of the Declaration which have been
made inapplicable pursuant to this Amendment.
3. The provisions of this Amendment shall not be applicable to any
other transaction relating to any person who is not a party to the Transactions
and no such person may claim any benefit, waiver or release of any of the
provisions of the Declaration as a result of this Amendment.
4. Any party to the Transactions may, and is hereby authorized to,
record an original counterpart of this Amendment in any Registry of Deeds where
the Declaration is recorded.
25
<PAGE> 2
EXECUTED as of the 25th day of June, 1996 by and among the undersigned
beneficiaries of the Trust.
/s/ /s/
- ---------------------------------- ----------------------------------------
JOHN E. AYRES JOSEPH D. GUERTIN
/s/ /s/
- ---------------------------------- ----------------------------------------
STEVEN J. TRETTEL DONALD T. GOLDBERG
Then personally appeared the above-named JOHN E. AYRES, and acknowledged
the forgoing instrument to be his free act and deed, before me.
/s/
----------------------------------------
Notary Public
My Commission expires:
Then personally appeared the above-named JOSEPH D. GUERTIN, and
acknowledged the forgoing instrument to be his free act and deed, before me.
/s/
----------------------------------------
Notary Public
My Commission expires:
Then personally appeared the above-named STEVEN J. TRETTEL, and
acknowledged the forgoing instrument to be his free act and deed, before me.
/s/
----------------------------------------
Notary Public
My Commission expires:
Then personally appeared the above-named DONALD T. GOLDBERG, and
acknowledged the forgoing instrument to be his free act and deed, before me.
/s/
----------------------------------------
Notary Public
My Commission expires:
26
<PAGE> 1
Exhibit 10.54
GZA INVESTMENT ASSOCIATES TRUST
ASSIGNMENT OF BENEFICIAL INTEREST
FOR AND IN CONSIDERATION of in the payment of Twelve Thousand Dollars
($12,000), the receipt of which is hereby acknowledged, ,
holder and owner of a one sixth (1/6) Interest ("the Interest") in the GZA
Investment Associates Trust, under declaration of trust dated November 21, 1984
and recorded at Plymouth County Registry of Deeds, Book 5887, Page 95 ("the
Trust"), hereby assigns and transfers to GZA GEOENVIRONMENTAL, INC.
("Assignee"), and its successors and assigns, all of Assignor's right, title
and interest in and to the Interest and as beneficiary of the Trust, for
Assignee to hold forever.
Assignor hereby covenants with Assignee that (i) Assignor is the owner of
the Interest, (ii) Assignor has good and marketable title thereto, (iii) the
Interest is free from all liens, encumbrances and charges, and (iv) Assignor
will warrant and defend his title to the Interest, and his transfer to
Assignee, against the claims and demands of all persons.
Assignee does hereby accept such assignment and transfer of the Interest
and the powers, rights and obligations as beneficiary of the Trust.
IN WITNESS WHEREOF, Assignor and Assignee have respectively executed this
document as of this 25th day of June, 1996.
Assignor: Assignee:
GZA GEOENVIRONMENTAL, INC.
/s/ By: /s/
- ---------------------------------- -------------------------------------
JOHN E. AYRES President/Treasurer
Leonard M. Seale, President
/s/ By: /s/
- ---------------------------------- -------------------------------------
JOSEPH D. GUERTIN President/Treasurer
/s/ By: /s/
- ---------------------------------- -------------------------------------
STEVEN J. TRETTEL President/Treasurer
27
<PAGE> 1
Exhibit 10.55
GZA INVESTMENT ASSOCIATES TRUST
ASSIGNMENT OF BENEFICIAL INTEREST
FOR AND IN CONSIDERATION of the payment of Twelve Thousand Dollars
($12,000), the receipt of which is hereby acknowledged, Donald T. Goldberg,
holder and owner of a one sixth (1/6) Interest ("the Interest") in the GZA
Investment Associates Trust, under declaration of trust dated November 21, 1984
and recorded at Plymouth County Registry of Deeds, Book 5887, Page 95 ("the
Trust"), hereby assigns and transfers to GZA GEOENVIRONMENTAL, INC.
("Assignee"), and its successors and assigns, all of Assignor's right, title
and interest in and to the Interest and as beneficiary of the Trust, for
Assignee to hold forever.
Assignor hereby covenants with Assignee that (i) Assignor is the owner of
the Interest, (ii) Assignor has good and marketable title thereto, (iii) the
Interest is free from all liens, encumbrances and charges, and (iv) Assignor
will warrant and defend his title to the Interest, and his transfer to
Assignee, against the claims and demands of all persons.
Assignee does hereby accept such assignment and transfer of the Interest
and the powers, rights and obligations as beneficiary of the Trust.
IN WITNESS WHEREOF, Assignor and Assignee have respectively executed this
document as of this 25th day of June, 1996.
Assignor: Assignee:
GZA GEOENVIRONMENTAL, INC.
/s/ By: /s/
- ---------------------------------- -------------------------------------
DONALD T. GOLDBERG President/Treasurer
Leonard M. Seale, President
INDEMNITY
The undersigned hereby agrees to indemnify and hold harmless the
above-described Assignor, Donald T. Goldberg, from and against all claims,
damages, expenses, obligations, payments, debts and any amount owing to
People's Savings Bank of Brockton and its successors and assigns as a result
of, or accruing from, any failure by the above-described Trust on or after the
date hereof to pay when due the principal or interest on, or to perform any
obligation to be performed on or after the date hereof in connection with, the
loan by the Bank to the Trust as evidenced by Note
28
<PAGE> 2
dated December 24, 1985 and secured by a Mortgage of the same date of property
owned of record by the Trust.
GZA GeoEnvironmental Technologies, Inc.
By: /s/
-------------------------------------
Leonard M. Seale
Chief Executive Officer
29
<PAGE> 1
Exhibit 10.56
RESIGNATION OF TRUSTEE
I, DONALD T. GOLDBERG, Trustee of GZA Investment Associates Trust, under
Declaration of Trust ("the Trust") dated November 21, 1984, and recorded in the
Plymouth County Registry of Deeds in Book 5887, Page 95, and amended by
Amendment dated June 25, 1996, hereby resign as Trustee, effective as of the
date hereof.
Executed as a sealed instrument this 25th day of June, 1996.
/s/
---------------------------------
Donald T. Goldberg
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss. June 25, 1996
Then personally appeared the above-named DONALD T. GOLDBERG and
acknowledged the foregoing instrument to be his free act and deed, before me,
/s/
---------------------------------
Notary Public
My Commission expires:
30
<PAGE> 1
Exhibit 10.57
APPOINTMENT OF SUCCESSOR TRUSTEE
ACCEPTANCE OF APPOINTMENT AS TRUSTEE
GZA GEOENVIRONMENTAL, INC., being the holder of sixty six and two thirds
percent (66 2/3%) of the outstanding beneficial interests of the GZA Investment
Associates Trust ("the Trust") pursuant to Declaration of Trust dated November
21, 1984, recorded in the Plymouth County Registry of Deeds at book 5887, Page
95, and amended by Amendment dated June 25, 1996, hereby appoints RICHARD M.
SIMON as successor Trustee to Donald T. Goldberg who resigned as Trustee by
document of resignation effective as of the date hereof.
RICHARD M. SIMON hereby accepts appointment as successor Trustee in
accordance with the provision of the Trust.
Executed as a sealed instrument this 25th day of June, 1996.
GZA GEOENVIRONMENTAL, INC.
By: /s/ /s/
------------------------------- ----------------------------------------
President/Vice President Richard M. Simon
Leonard M. Seale, President
By: /s/
-------------------------------
Treasurer/Assistant Treasurer
Joseph P. Hehir, Treasurer
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss. June 25, 1996
Then personally appeared the above-named RICHARD M. SIMON and acknowledged
the foregoing instrument to be his free act and deed, before me,
/s/
-----------------------------
Notary Public
My Commission expires:
31
<PAGE> 2
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss. June 25, 1996
Then personally appeared the above-named Leonard M. Seale, personally
known to me, who being by me duly sworn, did say he/she is President of
GZA GEOENVIRONMENTAL, INC. and acknowledged the foregoing instrument to be
his/her free act and deed, and the free act and deed of GZA GEOENVIRONMENTAL,
INC., before me,
/s/
-----------------------------
Notary Public
My Commission expires:
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss. June 25, 1996
Then personally appeared the above-named Joseph P. Hehir, personally
known to me, who being by me duly sworn, did say he/she is Treasurer of
GZA GEOENVIRONMENTAL, INC. and acknowledged the foregoing instrument to be
his/her free act and deed, and the free act and deed of GZA GEOENVIRONMENTAL,
INC., before me,
/s/
-----------------------------
Notary Public
My Commission expires:
32
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS OF THE REGISTRANT AT MAY 31, 1996 AND FEBRUARY
29, 1996 AND CONSOLIDATED STATEMENTS OF OPERATIONS OF THE REGISTRANT FOR
THE THREE MONTH PERIOD ENDED MAY 31, 1996 AND 1995. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS IN THE FORM-10Q FOR THE QUARTERLY
PERIOD ENDED MAY 31, 1996.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> MAY-31-1996
<EXCHANGE-RATE> 1
<CASH> 731,000
<SECURITIES> 3,002,000
<RECEIVABLES> 15,413,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 28,901,000
<PP&E> 5,693,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,785,000
<CURRENT-LIABILITIES> 10,529,000
<BONDS> 0
<COMMON> 40,000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 35,785,000
<SALES> 0
<TOTAL-REVENUES> 13,469,000
<CGS> 0
<TOTAL-COSTS> 13,125,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30,000
<INCOME-PRETAX> 377,000
<INCOME-TAX> 151,000
<INCOME-CONTINUING> 226,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 226,000
<EPS-PRIMARY> .06
<EPS-DILUTED> 0
</TABLE>
