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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

ý

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

For the quarterly period ended June 29, 2003

 

 

 

OR

 

 

 

o

 

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

 

DURATEK, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

22-2427618

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

10100 Old Columbia Road, Columbia, Maryland

 

21046

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code: (410) 312-5100

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý  No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes  ý  No  o

 

Number of shares outstanding of each of the issuer’s classes of common stock as of August 7, 2003:

 

Class of stock

 

Number of shares

Common stock, par value $0.01 per share

 

13,564,855

 

 



 

DURATEK, INC. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

Part I

Financial Information

 

 

Item 1.

Financial Statements

 

 

 

Consolidated Balance Sheets as of June 29, 2003 and December 31, 2002

 

 

 

Consolidated Statements of Operations for the Three and Six Months Ended June 29, 2003 and June 30, 2002

 

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 29, 2003 and June 30, 2002

 

 

 

Notes to Consolidated Financial Statements

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

 

Item 4.

Controls and Procedures

 

 

Part II

Other Information

 

 

Item 1.

Legal Proceedings

 

 

Item 2.

Changes in Securities and Use of Proceeds

 

 

Item 3.

Defaults Upon Senior Securities

 

 

Item 4.

Submission of Matters to a Vote of Securities Holders

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

 

Signatures

 



 

Forward-Looking Information

 

In response to the “safe harbor” provisions contained in the Private Securities Litigation Reform Act of 1995, Duratek, Inc. (the “Company”) is including in this Quarterly Report on Form 10-Q the following cautionary statements which are intended to identify certain important factors that could cause the Company’s actual results to differ materially from those projected in forward-looking statements of the Company made by or on behalf of the Company.  Many of these factors have been discussed in prior filings with the Securities and Exchange Commission.

 

The Company’s future operating results are largely dependent upon the Company’s ability to manage its commercial waste processing operations, including obtaining commercial waste processing contracts and processing the waste under such contracts in a timely and cost-effective manner.  In addition, the Company’s future operating results are dependent upon the timing and awarding of contracts by the United States Department of Energy (“DOE”) for the cleanup of other waste sites administered by the DOE.  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.  The loss of one or more technical support service contracts could adversely affect the Company’s future operating results.  Finally, a significant component of the Company’s direct costs include the cost of disposal of materials in licensed landfills.  The ability to reflect increased costs in pricing to customers, the availability of these licensed facilities, and any changes in the rate structures of such licensed facilities have the potential to affect the operating results of the Company.

 

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 the Company’s waste treatment technologies in the government and commercial sectors; the evaluation by the DOE and commercial customers of the Company’s technologies versus other competing technologies as well as conventional storage and disposal alternatives; the timing of new government waste processing projects, including those pursued jointly with others; the duration of such projects; and the timing of commercial nuclear power plant outages and other large technical support services projects at its customers’ facilities.

 

An element of the Company’s growth strategy is to continue to pursue strategic acquisitions that expand and complement the Company’s business, technologies, and service offerings.  Under the Company’s amended credit facility, which was completed in February 2003, the Company is permitted to enter into certain acquisitions, as defined in the credit agreement, subject to certain conditions.  If the Company does complete an acquisition, the Company’s future operating results may be affected by the costs and timing of completion and integration of such an acquisition.

 



 

Part I                 Financial Information

Item 1.             Financial Statements

 

DURATEK, INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

(in thousands of dollars, except per share amounts)

 

 

 

June 29,
2003

 

December 31,
2002

 

 

 

(unaudited)

 

*

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

16,285

 

$

2,323

 

Accounts receivable, net

 

54,257

 

48,420

 

Income taxes receivable

 

1,140

 

1,140

 

Cost and estimated earnings in excess of billings on uncompleted contracts

 

16,889

 

12,828

 

Prepaid expenses and other current assets

 

4,973

 

7,915

 

Deferred income taxes

 

2,168

 

2,168

 

Total current assets

 

95,712

 

74,794

 

 

 

 

 

 

 

Property, plant and equipment, net

 

72,404

 

69,287

 

Goodwill

 

70,797

 

70,797

 

Other intangible assets

 

5,197

 

5,675

 

Decontamination and decommissioning trust fund

 

19,783

 

19,693

 

Retainage

 

7,782

 

4,969

 

Other assets

 

7,234

 

8,917

 

Total assets

 

$

278,909

 

$

254,132

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

10,400

 

$

10,400

 

Accounts payable

 

10,172

 

13,911

 

Accrued expenses and other current liabilities

 

59,473

 

41,147

 

Unearned revenues

 

18,363

 

16,476

 

Waste processing and disposal liabilities

 

9,523

 

9,936

 

Total current liabilities

 

107,931

 

91,870

 

 

 

 

 

 

 

Long-term debt, less current portion

 

48,149

 

50,749

 

Facility and equipment decontamination and decommissioning liabilities

 

38,790

 

28,778

 

Other noncurrent liabilities

 

961

 

4,472

 

Deferred income taxes

 

1,040

 

2,649

 

Total liabilities

 

196,871

 

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 15,169,260 shares in 2003 and 15,142,419 shares in 2002

 

152

 

151

 

Capital in excess of par value

 

77,847

 

77,715

 

Accumulated deficit

 

(1,977

)

(8,108

)

Treasury stock at cost, 1,612,376 shares in 2003 and 2002

 

(9,577

)

(9,577

)

Deferred compensation

 

(159

)

(319

)

Total stockholders’ equity

 

66,286

 

59,862

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

278,909

 

$

254,132

 

 

*  The Consolidated Balance Sheet as of December 31, 2002 has been derived from the Company’s audited Consolidated Balance Sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

 

See accompanying notes to consolidated financial statements.

 

2



 

DURATEK, INC. AND SUBSIDIARIES

 

Consolidated Statements of Operations

 

(Unaudited)

 

(in thousands, except for per share amounts)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 29,
2003

 

June 30,
2002

 

June 29,
2003

 

June 30,
2002

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

76,790

 

$

72,100

 

$

140,620

 

$

141,524

 

Cost of revenues

 

57,535

 

56,427

 

108,096

 

112,667