Back to GetFilings.com




QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

 

 

For the quarterly period ended September 30, 2002

 

 

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
(State or other jurisdiction of
incorporation or organization)
  22-2427618
(I.R.S. Employer Identification No.)

10100 Old Columbia Road, Columbia, Maryland
(Address of principal executive offices)

 

21046
(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

        Number of shares outstanding of each of the issuer's classes of common stock as of November 4, 2002:

Class of stock

  Number of shares
Common stock, par value $0.01 per share   13,505,128




DURATEK, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 
   
  PAGE
Part I   Financial Information    

Item 1.

 

Financial Statements

 

 

 

 

Condensed Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001

 

2

 

 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001

 

3

 

 

Condensed Consolidated Statement of Changes in Stockholders' Equity for the Nine Months Ended September 30, 2002

 

4

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001

 

5

 

 

Notes to Condensed Consolidated Financial Statements

 

6

Item 2.

 

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

 

12

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

18

Item 4.

 

Controls and Procedures

 

18

Part II

 

Other Information

 

 

Item 1.

 

Legal Proceedings

 

19

Item 3.

 

Defaults Upon Senior Securities

 

19

Item 5.

 

Other Information

 

19

Item 6.

 

Exhibits and Reports on Form 8-K

 

20

 

 

Signatures

 

21

 

 

Certifications

 

22

1



Part I Financial Information

Item 1. Financial Statements


DURATEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of dollars, except per share amounts)

 
  September 30,
2002

  December 31,
2001

 
 
  (unaudited)

  *

 
ASSETS  
Current assets:              
  Cash and cash equivalents   $ 1,526   $ 4,519  
  Receivables, net     58,148     48,034  
  Other accounts receivable     1,915     3,671  
  Costs and estimated earnings in excess of billings on uncompleted contracts     12,746     25,539  
  Prepaid expenses and other current assets     6,394     5,131  
  Deferred income taxes     6,080     6,080  
   
 
 
    Total current assets     86,809     92,974  

Property, plant and equipment, net

 

 

71,130

 

 

75,883

 
Goodwill     70,797     70,797  
Other intangible assets, net     6,730     7,936  
Decontamination and decommissioning trust fund     19,724     18,640  
Retention     5,858     4,236  
Other assets     6,360     6,261  
   
 
 
    $ 267,408   $ 276,727  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 
Current liabilities:              
  Current portion of long-term debt   $ 10,400   $ 10,400  
  Short-term borrowings     5,218     7,763  
  Accounts payable     17,178     24,987  
  Accrued expenses and other current liabilities     44,932     41,903  
  Unearned revenues     11,710     10,488  
  Waste processing and disposal liabilities     9,948     10,584  
   
 
 
    Total current liabilities     99,386     106,125  

Long-term debt

 

 

60,649

 

 

73,900

 
Facility and equipment decontamination and decommissioning liabilities     31,938     30,014  
Other noncurrent liabilities     1,447     2,547  
Deferred income taxes     1,523     1,523  
   
 
 
    Total liabilities     194,943     214,109  
   
 
 
Redeemable preferred stock (Liquidation value $17,958 as of September 30, 2002)     15,752     15,734  
   
 
 

Stockholders' equity:

 

 

 

 

 

 

 
  Preferred stock — $.01 par value; authorized 4,840,000 shares; none issued          
  Common stock — $.01 par value; authorized 35,000,000 shares; issued 15,081,648 shares in 2002 and 15,070,879 shares in 2001     150     150  
  Capital in excess of par value     77,300     77,240  
  Accumulated deficit     (11,064 )   (20,594 )
  Treasury stock, at cost, 1,576,658 shares     (9,275 )   (9,275 )
  Deferred stock compensation     (398 )   (637 )
   
 
 
    Total stockholders' equity     56,713     46,884  
   
 
 
    $ 267,408   $ 276,727  
   
 
 

*
The Condensed Consolidated Balance Sheet as of December 31, 2001 has been derived from the Company's audited Consolidated Balance Sheet reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

See Notes to Condensed Consolidated Financial Statements.

2



DURATEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 
  Three months ended
September 30,

  Nine months ended
September 30,

 
 
  2002
  2001
  2002
  2001
 
 
  (unaudited)

  (unaudited)

 
Revenues   $ 72,837   $ 66,737   $ 214,361   $ 206,217  
Cost of revenues     51,243     49,770     153,883     158,334  
   
 
 
 
 

Gross profit

 

 

21,594

 

 

16,967

 

 

60,478

 

 

47,883

 

Selling, general and administrative expenses

 

 

13,916

 

 

12,719

 

 

38,695

 

 

36,146

 
   
 
 
 
 

Income from operations

 

 

7,678

 

 

4,248

 

 

21,783

 

 

11,737

 

Other income (expense)

 

 

108

 

 

(11

)

 

309

 

 

159

 
Interest expense, net     (1,173 )   (2,429 )   (4,279 )   (8,636 )
Minority interest in loss of consolidated subsidiary     10         10      
   
 
 
 
 

Income before income taxes and proportionate share of loss of joint venture

 

 

6,623

 

 

1,808

 

 

17,823

 

 

3,260

 

Income taxes

 

 

2,682

 

 

837

 

 

7,218

 

 

1,418

 
   
 
 
 
 

Income before proportionate share of loss of joint venture

 

 

3,941

 

 

971

 

 

10,605

 

 

1,842

 

Proportionate share of loss of joint venture

 

 

(37

)

 

(50

)

 

(111

)

 

(150

)
   
 
 
 
 

Net income

 

 

3,904

 

 

921

 

 

10,494

 

 

1,692

 

Preferred stock dividends and charges for accretion

 

 

(315

)

 

(374

)

 

(964

)

 

(1,123

)
   
 
 
 
 

Net income attributable to common shareholders

 

$

3,589

 

$

547

 

$

9,530

 

$

569

 
   
 
 
 
 

Basic earnings per share

 

$

0.27

 

$

0.04

 

$

0.71

 

$

0.04

 
   
 
 
 
 

Diluted earnings per share

 

$

0.20

 

$

0.04

 

$

0.55

 

$

0.04

 
   
 
 
 
 

Basic weighted average common stock outstanding

 

 

13,504

 

 

13,479

 

 

13,500

 

 

13,446

 
   
 
 
 
 

Diluted weighted average common stock and dilutive securities outstanding

 

 

19,066

 

 

13,561

 

 

19,086

 

 

13,502

 
   
 
 
 
 

See Notes to Condensed Consolidated Financial Statements.

3



DURATEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Nine months ended September 30, 2002

(in thousands of dollars)

 
  Common Stock
   
   
   
   
   
 
 
  Capital
in Excess of
Par Value

  Accumulated
Deficit

  Treasury
Stock

  Deferred
Stock
Compensation

  Total
Stockholders'
Equity

 
 
  Shares
  Amount
 
 
  (unaudited)

 
Balance, December 31, 2001   15,070,879   $ 150   $ 77,240   $ (20,594 ) $ (9,275 ) $ (637 ) $ 46,884  

Net income

 


 

 


 

 


 

 

10,494

 

 


 

 


 

 

10,494

 

Amortization of deferred stock compensation

 


 

 


 

 


 

 


 

 


 

 

239

 

 

239

 

Exercise of options and warrants

 

1,125

 

 


 

 

7

 

 


 

 


 

 


 

 

7

 

Other issuances of common stock

 

9,644

 

 


 

 

53

 

 


 

 


 

 


 

 

53

 

Preferred stock dividends and charges for accretion

 


 

 


 

 


 

 

(964

)

 


 

 


 

 

(964

)
   
 
 
 
 
 
 
 

Balance, September 30, 2002

 

15,081,648

 

$

150

 

$

77,300

 

$

(11,064

)

$

(9,275

)

$

(398

)

$

56,713

 
   
 
 
 
 
 
 
 

See Notes to Condensed Consolidated Financial Statements.

4



DURATEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of dollars)

 
  Nine months ended
September 30,

 
 
  2002
  2001
 
 
  (unaudited)

 
Cash flows from operating activities:              
  Net income   $ 10,494   $ 1,692  
  Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization     8,806     9,787  
    Stock compensation expense     239     239  
    Proportionate share of loss of joint venture     111     150  
    Changes in operating assets and liabilities:              
      Receivables, net     (8,274 )   (907 )
      Cost and estimated earnings in excess of billings     12,793     (50 )
      Prepaid expenses and other current assets     (1,263 )   7,229  
      Retention     (1,622 )   (1,722 )
      Accounts payables, accrued expenses and other current liabilities     (6,492 )   (8,314 )
      Unearned revenues     1,222     (3,369 )
      Waste processing and disposal liabilities     (636 )   (2,217 )
      Facility and equipment decontamination and decommissioning liabilities     840     147  
      Other     195     60  
   
 
 
    Net cash provided by operating activities     16,413     2,725  
   
 
 

Cash flows from investing activities:

 

 

 

 

 

 

 
  Additions to property, plant and equipment, net     (2,052 )   (3,747 )
  Other     (134 )   (19 )
   
 
 
    Net cash used in investing activities     (2,186 )   (3,766 )
   
 
 

Cash flows from financing activities:

 

 

 

 

 

 

 
  Proceeds from (repayments of) short-term borrowings     (2,545 )   6,239  
  Proceeds from (repayments of) borrowings under revolving credit facility     (5,200 )   5,500  
  Repayments of long-term debt     (8,051 )   (7,800 )
  Deferred financing costs     (1,098 )   (648 )
  Repayments of capital lease obligations     (326 )   (684 )
  Preferred stock dividends         (268 )
  Treasury stock purchases         (24 )
   
 
 
    Net cash provided by (used in) financing activities     (17,220 )   2,315  
   
 
 

Net increase (decrease) in cash and cash equivalents

 

 

(2,993

)

 

1,274

 
Cash and cash equivalents at beginning of period     4,519     431  
   
 
 
Cash and cash equivalents at end of period   $ 1,526   $ 1,705  
   
 
 

See Notes to Condensed Consolidated Financial Statements.

5



DURATEK, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(in thousands of dollars, except per share amounts)

1.    Principles of consolidation and basis of presentation

        The accompanying unaudited condensed consolidated financial statements of Duratek, Inc. and its wholly owned subsidiaries (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. 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.

        All adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for the fair presentation of this interim financial information have been included. Results of interim periods are not necessarily indicative of results to be expected for the year as a whole. The effect of seasonal business fluctuations and the occurrence of many costs and expenses in annual cycles require certain estimations in the determination of interim results. The information contained in the interim financial statements should be read in conjunction with the Company's latest Annual Report on Form 10-K filed with the Securities and Exchange Commission.

2.    Goodwill and Other Intangible Assets

        Goodwill is attributable to several acquisitions made by the Company. Goodwill was being amortized on a straight-line basis over a 30-year period through December 31, 2001. Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, became effective for the Company on January 1, 2002. Under SFAS No. 142, the Company's goodwill is no longer amortized to expense (See note 5). The following is an analysis which adjusts actual amounts for

6



the three and nine months ended September 30, 2001 of net income and basic and diluted earnings per share as if SFAS No. 142 had been adopted effective January 1, 2001:

 
  Three months ended
September 30,

  Nine months ended
September 30,

 
  2002
  2001
  2002
  2001
Net income attributable to common shareholders   $ 3,589   $ 547   $ 9,530   $ 569
Plus: Income impact of assumed conversions — preferred stock dividends and charges for accretion     315         964    
   
 
 
 
Net income attributable to common shareholders assuming conversion     3,904     547     10,494     569
Add back: Goodwill amortization, net of tax         386         1,087
   
 
 
 
Adjusted net income   $ 3,904   $ 933   $ 10,494   $ 1,656
   
 
 
 

Basic earnings per share

 

$

0.27

 

$

0.04

 

$

0.71

 

$

0.04
Add back: Goodwill amortization         0.03         0.08
   
 
 
 

Adjusted basic earnings per share

 

$

0.27

 

$

0.07

 

$

0.71

 

$

0.12
   
 
 
 

Diluted earnings per share

 

$

0.20

 

$

0.04

 

$

0.55

 

$

0.04
Add back: Goodwill amortization         0.03         0.08
   
 
 
 

Adjusted diluted earnings per share

 

$

0.20

 

$

0.07

 

$

0.55

 

$

0.12
   
 
 
 

        Other intangibles consist principally of amounts assigned to operating rights related to the Barnwell, South Carolina low-level radioactive waste disposal facility acquired as part of the Waste Management Nuclear Services ("WMNS") transaction, covenants not-to-compete, and costs incurred to obtain patents. The Barnwell operating rights are being amortized on a straight-line basis over the remainder of the eight-year life of the facility. Covenants not to compete and patent amounts are being amortized over 10 and 17 years, respectively, on a straight-line basis. Intellectual property is being amortized over 4 years.

        Goodwill is tested for impairment annually. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. The Company uses the two-step impairment test discussed in SFAS No. 142. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, thus the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any.

        The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

        The Company has completed the first step of the goodwill impairment test, which was performed as of January 1, 2002. It has been determined that the fair value of all of the Company's reporting units exceed their carrying amount, therefore, there is no goodwill impairment as of January 1, 2002.

7



3.    Earnings Per Share

        Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of stock options, restricted stock, and convertible redeemable preferred stock that could share in the earnings of the Company. The reconciliation of amounts used in the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2002 and 2001 consist of the following:

 
  Three months ended
September 30,

  Nine months ended
September 30,

 
  2002
  2001
  2002
  2001
Numerator:                        
  Net income attributable to common shareholders   $ 3,589   $ 547   $ 9,530   $ 569
  Plus: Income impact of assumed conversions — preferred stock dividends and charges for accretion     315         964    
   
 
 
 
  Net income attributable to common shareholders assuming conversion   $ 3,904   $ 547   $ 10,494   $ 569
   
 
 
 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 
  Weighted-average shares outstanding     13,504     13,479     13,500     13,446
 
Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 
    Incremental shares from assumed conversion of:                        
      Employee stock options     204     39     249     26
      Restricted stock     107     43     86     30
     
Convertible redeemable preferred stock

 

 

5,251

 

 


 

 

5,251

 

 

   
 
 
 
      5,562     82     5,586     56
   
 
 
 
 
Adjusted weighted average shares outstanding and assumed conversions

 

 

19,066

 

 

13,561

 

 

19,086

 

 

13,502
   
 
 
 

Basic earnings per share

 

$

0.27

 

$

0.04

 

$

0.71

 

$

0.04
   
 
 
 

Diluted earnings per share

 

$

0.20

 

$

0.04

 

$

0.55

 

$

0.04
   
 
 
 

        The effects on weighted average shares outstanding of options to purchase common stock and other potentially dilutive securities of the Company that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive were 697 for the three and nine months ended September 30, 2002 and 6,643 for the three and nine months ended September 30, 2001.

4.    Segment reporting

        The Company has three primary segments: (i) commercial processing and disposal, (ii) federal services, and (iii) commercial services. During the second quarter of 2001, the Company realigned some of its operating units within each reporting segment. The impact of these changes was not significant and all figures presented have been revised to be consistent with all periods presented. The following is a brief description of each of the segments:

1.
Commercial Processing and Disposal (CPD)—The Company conducts its commercial processing operations principally at its Bear Creek Operations Facility located in Oak Ridge, Tennessee and

8


2.
Federal Services (FS)—The Company provides on-site engineering and waste processing services for large government projects under the direction of the United States Department of Energy ("DOE") and other governmental agencies. The on-site engineering and waste processing services provided by the Company on DOE projects include program development, project management, waste characterization, on-site waste treatment services, facility operation, packaging and shipping of residual waste, profiling and manifesting the processed waste, selected technical support services, and site clean up. These projects are generally performed under time-and-material, fixed price or cost-plus contracts as either a general contractor to the DOE or as a subcontractor under a prime DOE contractor.

3.
Commercial Services (CS)—The Company provides engineering support services including technical consultants and technicians for commercial customers with nuclear and/or chemical plant facilities and other hazardous operations. The engineering services provided also support and complement the Company's commercial and government waste processing operations by providing highly specialized technical support services for the Company's customers. These services are generally performed under time-and-material or fixed price contracts directly to third-party customers or under related party contracts.

9


        The Company's segment information is as follows:

 
  As of and for the three months ended September 30, 2002
 
 
  CPD
  FS
  CS
  Unallocated
Items

  Consolidated
 
Revenues from external customers   $ 22,087   $ 32,669   $ 18,081   $   $ 72,837  

Income from operations

 

 

1,252

 

 

3,011

 

 

3,415

 

 


 

 

7,678

 

Interest expense, net

 

 


 

 


 

 


 

 

(1,173

)

 

(1,173

)

Proportionate share of loss of joint venture

 

 


 

 


 

 


 

 

(37

)

 

(37

)

Income taxes

 

 


 

 


 

 


 

 

2,682

 

 

2,682

 

 


 

As of and for the three months ended September 30, 2001


 
 
  CPD
  FS
  CS
  Unallocated
Items

  Consolidated
 
Revenues from external customers   $ 21,551   $ 29,842   $ 15,344   $   $ 66,737  

Income (loss) from operations

 

 

(615

)

 

3,230

 

 

1,633

 

 


 

 

4,248

 

Interest expense, net

 

 


 

 


 

 


 

 

(2,429

)

 

(2,429

)

Proportionate share of loss of joint venture

 

 


 

 


 

 


 

 

(50

)

 

(50

)

Income taxes

 

 


 

 


 

 


 

 

837

 

 

837

 

 


 

As of and for the nine months ended September 30, 2002


 
 
  CPD
  FS
  CS
  Unallocated
Items

  Consolidated
 
Revenues from external customers   $ 68,592   $ 99,046   $ 46,723   $   $ 214,361  

Income from operations

 

 

5,998

 

 

9,290

 

 

6,495

 

 


 

 

21,783

 

Interest expense, net

 

 


 

 


 

 


 

 

(4,279

)

 

(4,279

)

Depreciation and amortization expense

 

 

5,286

 

 

392

 

 

898

 

 

2,230

 

 

8,806

 

Proportionate share of loss of joint venture

 

 


 

 


 

 


 

 

(111

)

 

(111

)

Income taxes

 

 


 

 


 

 


 

 

7,218

 

 

7,218

 

Capital expenditure for additions to long-lived assets

 

 

318

 

 

392

 

 

497

 

 

845

 

 

2,052

 

Total assets

 

 

136,202

 

 

72,013

 

 

40,305

 

 

18,888

 

 

267,408

 

 


 

As of and for the nine months ended September 30, 2001


 
 
  CPD
  FS
  CS
  Unallocated
Items

  Consolidated
 
Revenues from external customers   $ 66,443   $ 84,871   $ 54,903   $   $ 206,217  

Income (loss) from operations

 

 

(7,239

)

 

11,793

 

 

7,183

 

 


 

 

11,737

 

Interest expense, net

 

 


 

 


 

 


 

 

(8,636

)

 

(8,636

)

Depreciation and amortization expense

 

 

5,238

 

 

1,492

 

 

1,303

 

 

1,754

 

 

9,787

 

Proportionate share of loss of joint venture

 

 


 

 


 

 


 

 

(150

)

 

(150

)

Income taxes

 

 


 

 


 

 


 

 

1,418

 

 

1,418

 

Capital expenditure for additions to long-lived assets

 

 

2,218

 

 

105

 

 

700

 

 

724

 

 

3,747

 

Total assets

 

 

139,912

 

 

85,753

 

 

42,124

 

 

22,014

 

 

289,803

 

10


5.    New accounting pronouncements

        SFAS No. 142, Goodwill and Other Intangible Assets, became effective for the Company on January 1, 2002. Under SFAS No. 142, the Company's goodwill is no longer amortized to expense. Instead, goodwill is measured for impairment on an annual basis. SFAS No. 142 further requires additional disclosures including an analysis which presents net income and earnings per share for all periods presented as if the provisions of SFAS No. 142 had been adopted as of the beginning of the first period presented. As of the date of adoption, the Company had unamortized goodwill in the amount of $70.8 million and unamortized identifiable intangible assets in the amount of $7.9 million, both of which are subject to the transition provisions of SFAS 142. The impact on net earnings and earnings per share from the adoption of SFAS 142 as a result of no longer amortizing goodwill are presented in note 2. The Company completed the first step of the goodwill impairment test (as described in note 2) during the three months ended June 30, 2002; and no impairment of goodwill was indicated by that test as of January 1, 2002.

        SFAS No. 143, Accounting for Asset Retirement Obligations, will become effective for the Company on January 1, 2003. SFAS No. 143 provides criteria for the measurement and recognition of obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The Company has developed a plan to obtain a comprehensive engineering estimate to decontaminate its facilities and equipment and is currently evaluating the impact that SFAS No. 143 will have on its consolidated financial statements.

        SFAS No. 144, Impairment or Disposal of Long-Lived Assets, became effective for the Company on January 1, 2002. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and provides guidance on implementation issues related to SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and addresses the accounting for a segment of a business accounted for as a discontinued operation. The adoption of SFAS No. 144 had no impact on the Company's consolidated financial statements as of January 1, 2002.

        In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when incurred at fair value. The statement eliminates the definition and requirements of EITF issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002 and may have an effect on the timing of future restructuring charges taken, if and when they occur.

11



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

        Duratek, Inc. (the "Company") derives substantially all of its revenues from commercial and government waste processing operations and from engineering support services to electric utilities, industrial facilities, commercial businesses and government agencies. The Company's operations are organized into three primary segments: (i) commercial processing and disposal, (ii) federal services and (iii) commercial services.

        The Company conducts its commercial processing operations at its three facilities in Tennessee: at its Bear Creek Operations Facility in Oak Ridge, at its facility in Memphis, and at its Gallaher Road Operations Facility in Kingston. The Company also has two facilities in Barnwell, South Carolina: the Duratek Consolidation & Services Facility ("DCSF") and the Barnwell Low-Level Radioactive Waste Management Disposal Facility. Revenue under commercial waste processing contracts is recognized as waste is processed.

        The Company's federal services operations provide on-site and off-site waste processing engineering and technical support services and provide on-site clean up (remedial action) services on large government projects for the United States Department of Energy ("DOE") and other governmental entities. Government waste processing projects and certain commercial waste processing projects are performed pursuant to long-term fixed unit rate and fixed fee contracts, some of which contain award fee components that are accounted for using the percentage-of-completion method of accounting. Revenues are recognized as costs are incurred according to predetermined rates. Contract costs primarily include direct labor, materials, and indirect costs related to contract performance.

        The Company's commercial services operations provide value-added waste treatment and engineering services to a diverse group of commercial clients, including nuclear power utilities. These operations are generally provided pursuant to short-term duration or multi-year cost plus fixed fee, fixed unit rate, or time and materials contracts. Revenues for fixed price contracts are accounted for using the percentage-of-completion method of accounting based on the costs incurred to date as compared to the total estimated costs at completion. Revenues for time and materials contracts are recorded based on agreed upon rates and actual hours incurred. Revenues for fixed unit rate contracts are based on actual units delivered. Contract costs primarily include direct labor, materials, and indirect costs related to contract performance.

        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 and scope of DOE waste treatment projects; and the Company's waste receipts at its South Carolina disposal facility.

Critical Accounting Policies

        Critical accounting policies are those that are both important to the presentation of the Company's financial condition and results of operations and require management's most difficult, complex, or subjective judgements. The Company's most critical accounting policies relate to revenue recognition, decontamination and decommissioning liabilities, and impairment of long-lived assets and goodwill.

Revenue Recognition

Commercial Waste Processing

        Revenues from the Company's commercial waste processing facilities are recognized as waste is processed. The Company processes substantially all customer waste under fixed-unit-price contracts which allow for additional billings for burial price increases occurring within a set period of time following the Company's receipt of waste, or if the waste processed differs from contract specifications.

12



Upon completion of processing, the Company accrues for transportation, burial, and secondary waste processing costs. The Company maintains a waste tracking system ("Accutrack") that traces the processes undergone by customer waste material and assigns it a value based upon the contractual fixed-unit-price. The Company records revenue and adjusts its unbilled receivables and deferred revenue accounts monthly using the information maintained in Accutrack. On a quarterly basis, the Company performs a physical verification of the customer waste on site and reconciles that information to the general ledger. Concurrent with recording its quarterly adjustments relative to unbilled receivables and deferred revenue, the Company reconciles its recorded accrual for burial and secondary waste processing using the then current burial cost rates and its burial and processing schedules. If the burial cost rates or availability of the assumed burial sites were to change significantly, the Company's estimates of the cost of burial would likely increase.

Long-term Contracts

        Revenues under long-term contracts for engineering and technical support services are recognized using the percentage-of-completion method of accounting, using input measures such as labor and other direct costs, in accordance with the provisions of Statement of Position No. 81-1 ("SOP 81-1"), Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Differences between incurred costs and estimated revenues, including estimated award fees, are recognized in the period in which work is performed. Costs and estimated earnings in excess of billings on uncompleted contracts are recorded as assets. Billings in excess of costs and estimated earnings on uncompleted contracts are recorded as liabilities and are included in deferred revenues. For contracts that do not fall under the guidance of SOP 81-1, such as commodity sales, processing of low-level radioactive waste, and others, revenue is recognized in accordance with Staff Accounting Bulletin 101, Revenue Recognition in Financial Statements.

        The percentage-of-completion method of accounting involves the use of various techniques to estimate project cost at completion. These estimates involve various assumptions and projections relative to the outcome of future events, including the quantity and timing of service deliveries. Also included are assumptions relative to future labor performance and rates, and projections relative to material and overhead costs. These assumptions involve various levels of expected performance improvements. The Company reevaluates its contract estimates monthly and reflects changes in estimates in the current and future periods. Included in revenues are amounts arising from contract terms that provide for invoicing a portion of the contract price at a date after delivery. Also included are negotiated values for hours delivered and anticipated price adjustments for contract changes, claims, escalation, and estimated earnings in excess of billing provisions, resulting from the percentage-of-completion method of accounting.

Decontamination and Decommissioning Liabilities

        The Company has responsibility related to the cost of decontamination and decommissioning of its commercial waste processing facilities and equipment in Tennessee. Such costs will generally be paid upon the closure of such facilities. The Company has estimated the cost of such decontamination and decommissioning and recorded a liability related thereto based on the present value of the future estimate. The Company evaluates the decommissioning cost estimate each year and makes adjustments for inflation, burial cost, and other risks.

        Similarly, the Company will be obligated for costs associated with the ultimate closure of the Barnwell Low-Level Radioactive Waste Disposal Facility in South Carolina and its buildings and equipment located at the Barnwell site. The Company has established a trust fund, as required by the state of South Carolina, to fund the site closure obligation, as well as recorded accruals related to these decontamination and decommissioning liabilities.

13



        Management updates its closure and remediation cost estimates for decontamination and decommissioning on an annual basis related to these obligations. These estimates are based on current technology and burial rates. Changes in technology, burial rates, laws and regulations, and the timing of closure could have a material impact on these estimates.

Impairment of Long-lived Assets and Goodwill

        The Company has made significant business acquisitions for which it has recorded the fair value of long-lived assets acquired and related goodwill and other intangible assets. The Company reviews long-lived assets for impairment in compliance with SFAS 144, Impairment or Disposal of Long-Lived Assets, which requires recoverability to be tested whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Goodwill is reviewed for impairment in compliance with SFAS 142, Goodwill and Other Intangible Assets, which requires impairment to be tested annually.

        The test for impairment of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to its undiscounted future cash flows. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of assets exceed their fair values. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

        In assessing impairment of long-lived assets, goodwill, and other intangible assets, management makes estimates as to the future use of the acquired assets. These estimates are based upon current technology and its assessment of the future demand for the Company's services. Management is unable to reasonably estimate the impact that changes in technology or customer demand will have on the ultimate utilization and related cash flows of its assets. Changes in these factors could have a material impact on its estimates and the corresponding impairment analyses.

Results of Operations

Three Months Ended September 30, 2001 As Compared To Three Months Ended September 30, 2002

        Revenues for the Company increased by $6.1 million, or 9.1%, from $66.7 million in the third quarter of 2001 to $72.8 million in the third quarter of 2002. Federal Services revenues increased by $2.8 million, or 9.5%, from $29.8 million in the third quarter of 2001 to $32.7 million in the third quarter of 2002. Incremental revenues of $2.9 million were recognized in the third quarter of 2002 from a consolidated joint venture related to work performed to clean up and close an environmental technology site in Colorado. In addition, $1.9 million of the increase in revenues primarily related to increased work scope on the River Protection Project ("RPP") Vitrification projects. These revenue increases were partially offset by a decrease of $1.9 million relating to a reduction in work scope relating to work performed at the Los Alamos National Laboratories. Commercial Services revenues increased by $2.7 million, or 17.8%, from $15.3 million in the third quarter of 2001 to $18.1 million in the third quarter of 2002. The increase in revenues is primarily attributable to the award of new work in the radiological engineering services business and the site decontamination and decommissioning business due to an increase in volume of work on an existing contract, which together contributed $3.4 million of the increase in revenues. Primarily offsetting these increases was a decrease in revenues of $0.8 million due to a one-time special project performed in 2001 relating to non-utility cleanup and emergency response. Commercial Processing and Disposal revenues increased by $0.5 million, or 2.5%, from $21.6 million in the third quarter of 2001 to $22.1 million in the third quarter of 2002. This increase was primarily the result of a $2.3 million increase in revenues from a large component project in Memphis. Partially offsetting this increase was a decrease in revenues of $1.1 million from the Barnwell low-level radioactive waste disposal facility and the Duratek Consolidation & Services Facility, due to lower volumes of waste received in the quarter ended September 30, 2002 as compared to the quarter ended September 30, 2001, and a decrease in revenues of $0.8 million relating to the

14



commercial processing operations in Tennessee, primarily due to a change in the processed waste mix and lower processing volume.

        Gross profit for the Company increased by $4.6 million, or 27.3%, from $17.0 million in the third quarter of 2001 to $21.6 million in the third quarter of 2002. As a percentage of revenues, gross profit increased from 25.4% in the third quarter of 2001 to 29.6% in the third quarter of 2002. Gross profit from Federal Services increased by $2.2 million, from $6.8 million in the third quarter of 2001 to $9.0 million in the third quarter of 2002. This increase primarily related to the increased work scope on the RPP Vitrification projects offset by a decrease relating to a reduction in work scope relating to work performed at the Los Alamos National Laboratories. Gross profit from Commercial Services increased by $1.3 million, from $6.1 million in the third quarter of 2001 to $7.4 million in the third quarter of 2002. This increase was primarily due to the increased revenues from the radiological engineering services business and the site decontamination and decommissioning business. Gross profit from Commercial Processing and Disposal increased by $1.1 million, from $4.1 million in the third quarter of 2001 to $5.2 million in the third quarter of 2002. This increase was primarily attributable to the commercial processing operations in Tennessee, which had increased gross profit of $2.0 million. This increase was primarily due to a decrease in labor expense as a result of a reduction in the work force, a more favorable mix of waste than previously estimated on a significant high radiation process completed in 2002, lower burial expense due to a reduction in the burial rate in 2002, lower aged waste volume in 2002, and higher margin work performed in 2002. Partially offsetting these increases were decreases relating to the Barnwell low-level radioactive waste disposal facility and the Duratek Consolidation & Services Facility due to lower volumes of waste received in 2002, and the large component project in Memphis in 2001.

        Selling, general and administrative expenses increased by $1.2 million, or 9.4%, from $12.7 million in the third quarter of 2001 to $13.9 million in the third quarter of 2002. As a percentage of revenues, selling, general and administrative expenses was unchanged at 19.1%. The increase in selling, general and administrative expense is primarily attributable to higher professional service fees, which include bank consultant fees, and personnel related expenses, which were partially offset by lower marketing expenses.

        Interest expense, net of interest income, decreased by $1.2 million from $2.4 million in the third quarter of 2001 to $1.2 million in the third quarter of 2002. The decrease was the result of the lower average borrowings and lower interest rates.

        Income taxes increased from $0.8 million in the third quarter of 2001 to $2.7 million in the third quarter of 2002. The Company's effective tax rate was 46.3% and 40.5% in 2001 and 2002, respectively. The decrease in the Company's effective tax rate was due to a reduction in the impact of non-deductible expenses on taxable income, principally relating to goodwill amortization.

Nine Months Ended September 30, 2001 As Compared To Nine Months Ended September 30, 2002

        Revenues for the Company increased by $8.1 million, or 3.9%, from $206.2 million in 2001 to $214.4 million in 2002. Federal Services revenue increased by $14.2 million, or 16.7%, from $84.9 million in 2001 to $99.0 million in 2002. Revenues increased $16.7 million primarily due to increased work scope and the award of new work primarily relating to the K25/K27 Gaseous Diffusion Plant in Oak Ridge, Tennessee, the waste removal operations at the Hanford 100 area, work performed on the RPP Vitrification projects, and increased waste shipments at the Los Alamos National Laboratories. In addition, incremental revenues of $2.9 million were recognized in the third quarter of 2002 from a consolidated joint venture related to work performed to clean up and close an environmental technology site in Colorado. Partially offsetting these increases were a decrease of $4.0 million relating to revenues recognized in 2001 from the sale of limited rights to the Company's vitrification technology for use at the DOE Hanford Washington site and a $1.1 million decrease in

15



revenues relating to a decrease in work scope relating to environmental and waste management support work for the United States Department of Energy and its subcontractors. Commercial Processing and Disposal revenues increased by $2.1 million, or 3.2%, from $66.4 million in 2001 to $68.6 million in 2002. This increase was primarily the result of a $4.2 million increase in revenues from a large component project in Memphis and $1.4 million in revenues recognized by the Barnwell low-level radioactive waste disposal facility relating to a decision by the South Carolina Public Service Commission to allow a portion of the amortization expense of the Barnwell Operating Rights as a reimbursable allowable cost. The incremental revenues recognized during 2002 include an adjustment to record revenue for the reimbursement of this amortization expense since July 1, 2000, the date that the decision by the South Carolina Public Service Commission went into effect. Partially offsetting these increases were a $2.3 million decrease in revenues from the Barnwell low-level radioactive waste disposal facility and a $1.2 million decrease in revenues from the Duratek Consolidation & Services Facility due to lower volumes of waste received in 2002. Commercial Services revenues decreased by $8.2 million, or 14.9%, from $54.9 million in 2001 to $46.7 million in 2002. This was primarily the result of a $6.5 million decrease in revenues from the technical support services business which was sold in April 2001, a $5.7 million decrease in revenues from the radiological engineering services business and the completion of a large contract in 2001 relating to non-utility clean up and emergency response. Partially offsetting these decreases was an increase in revenues of $4.0 million from the site decontamination and decommissioning business due to an increase in volume of work on an existing contract.

        Gross profit for the Company increased by $12.6 million, or 26.3%, from $47.9 million in 2001 to $60.5 million in 2002. As a percentage of revenues, gross profit increased from 23.2% in 2001 to 28.2% in 2002. Gross profit from Commercial Processing and Disposal increased by $12.4 million, from $6.4 million in 2001 to $18.8 million in 2002. This increase was primarily due to a more favorable mix of waste than previously estimated on a significant high radiation process completed in 2002, which contributed $2.5 million to the increase, a decrease in labor expense as a result of a reduction in the work force, lower material expense due to processing efficiencies realized, and a decrease in transportation expense due to the increased use of rail transportation in the commercial processing operations. In addition, the $1.4 million in revenues recognized by the Barnwell low-level radioactive waste disposal facility on the amortization of Barnwell operating rights also contributed to the increase. Gross profit from Federal Services increased by $0.7 million, or 3.2%, from $22.6 million in 2001 to $23.3 million in 2002. This increase is primarily attributable to the increase in revenues, offset by the gain in 2001 of $3.7 million on the sale of limited rights to the Company's vitrification technology for use at the DOE's Hanford Washington site. Gross profit from Commercial Services decreased by $0.5 million, or 2.8%, from $18.9 million in 2001 to $18.3 million in 2002. This decrease in gross profit was primarily due to the decrease in revenues from the radiological engineering services business and a $0.7 million decrease from the technical support services business that was sold in April 2001 and the completion of a large contract in 2001 relating to non-utility clean up and emergency response, partially offset by an increase in gross profit from the site decontamination and decommissioning business.

        Selling, general and administrative expenses increased by $2.5 million, or 7.1%, from $36.1 million in 2001 to $38.7 million in 2002. As a percentage of revenues, selling, general and administrative expenses increased from 17.5% in 2001 to 18.1% in 2002. The increase in selling, general and administrative expenses is primarily attributable to higher professional service fees, which include bank consultant fees, and personnel related expenses, which was partially offset by lower marketing expenses.

        Interest expense, net of interest income, decreased by $4.3 million from $8.6 million in 2001 to $4.3 million in 2002. The decrease was the result of the lower average borrowings and lower interest rates.

        Income taxes increased from $1.4 million in 2001 to $7.2 million in 2002. The Company's effective tax rate was 43.5% and 40.5% in 2001 and 2002, respectively. The decrease in the Company's effective

16



tax rate was due to a reduction in the impact of non-deductible expenses on taxable income, principally relating to goodwill amortization.

Liquidity and Capital Resources

        The Company generated $16.4 million in cash flows from operating activities in the first nine months of 2002. Cash flow from operating activities includes activities relating to the operations of the Barnwell low-level radioactive waste disposal facility in South Carolina. Under South Carolina law, the Company is required to bill customers based on the amounts agreed upon with the State. On an annual basis, following the State's fiscal year-end on June 30, the Company will remit amounts billed to customers of the waste disposal site less its fee for operating the site during such fiscal year. During the nine months ended September 30, 2002, the Company had collected approximately $19.0 million, net of allowable costs from waste processing activity plus an applicable margin, from customers of the waste disposal facility and remitted to the State approximately $21.5 million in July 2002. The remaining cash flow from operating activities of $18.9 million is due to an increase in working capital from operations, net of $9.0 million depreciation and amortization expenses.

        The Company used approximately $2.2 million in cash flows for investing activities for purchases of property and equipment in the first nine months of 2002.

        Cash flows from operating activities during the first nine months of 2002 were used principally to repay borrowings under the Company's bank credit facility and to pay down long-term debt.

        In October 1999, WMNS was awarded the Oak Ridge Environmental Management Waste Management Facility Contract to design, construct, operate, and close a 400,000 cubic yard land disposal cell on the DOE's Oak Ridge Reservation. Under the terms of the June 8, 2000 purchase agreement between the Company and Waste Management, Inc. ("WMI"), WMI will provide up to $11.9 million in project financing at a fixed rate of 9.0% to the Company for the design and construction phase of the contract, which was completed in March 2002. As of September 30, 2002, the Company had borrowings outstanding of $5.2 million under the project financing agreement, and during 2002 has repaid $6.7 million. Cash generated from the project will be used to repay the borrowing under the project financing agreement.

        The Company has a bank credit facility (the "credit facility") which provides for borrowings of up to $130.0 million. The credit facility consists of a five-year $40.0 million revolving line of credit (which has a temporary limit of $25.0 million as of October 2002, that was amended effective March 27, 2002, see below), a five-year $50.0 million term loan and a six and one-half year $40.0 million term loan. The term loans must be prepaid in an amount equal to 50% of excess cash flows, as defined in the credit agreement. Borrowings under the credit facility bear interest at LIBOR plus an applicable margin, or at the Company's option, the prime rate plus an applicable margin. The applicable margin is determined based on the Company's performance and can range from 2.25% to 5.0% for LIBOR based borrowings and 1.75% to 4.0% for prime based borrowings. The facility requires the Company to maintain certain financial ratios and restricts the payment of dividends on the Company's common and preferred stock and the Company's ability to make acquisitions. The Company has accrued dividends of $2.2 million on its outstanding convertible redeemable preferred stock.

        As of December 31, 2001, the Company was not in compliance with certain financial and technical covenants included in the credit agreement. On March 27, 2002, the credit agreement was amended to waive all existing non-compliance as well as to adjust certain covenants either permanently or for 2002. Such covenants include several financial ratios and financial and operational requirements, which are measured on a monthly, quarterly or annual basis. Under the amendment, there was a 0.5% increase in the applicable margin on all borrowings. In addition, the maximum amount available under the revolving line of credit portion of the credit facility was reduced from $30.0 million to $18.0 million as of March 27, 2002. This availability was temporarily increased to $35.0 million for the period from

17


July 26, 2002 through September 30, 2002 to meet certain working capital requirements of the Company, and will decrease incrementally as follows:

As of:

  Through
  Availability
October 1, 2002   October 31, 2002   $25.0 million

November 1, 2002

 

December 31, 2002

 

$18.0 million

January 1, 2003

 

February 28, 2003

 

$15.0 million

        The amount of available borrowings under the revolving line of credit portion of the credit facility after February 28, 2003 will be determined by the Company's lenders. At September 30, 2002, after giving effect to this amendment, the Company had $22.1 million of borrowings available under the revolving credit portion of the credit facility. At September 30, 2002, the Company had $7.3 million in outstanding borrowings under the revolving line of credit portion of its credit facility, $24.9 million term loans bearing interest at LIBOR plus 3.25% (5.07%), and $38.9 million term loans bearing interest at LIBOR plus 3.75% (5.57%).

        The Company believes that cash flows from operations and borrowings available under its credit facility will be sufficient to meet its operating needs for at least the next twelve months. However, if management is unable to improve the Company's operating results during 2002 to fund operations and scheduled reductions in available borrowings under its credit facility, or is unable to meet the monthly, quarterly, or annual financial and technical covenants under its revised credit facility, the Company may need to obtain further modifications to the credit agreement from its banks and/or additional sources of funding. There can be no assurance that such modifications and/or funding, if needed, will be available.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

        The Company's major market risk relates to changing interest rates. At September 30, 2002, the Company had floating rate long-term debt of $71.0 million, of which the current portion is $10.4 million. Average outstanding borrowings under the revolving credit portion of the credit facility were $3.5 million during the nine months ended September 30, 2002. The Company has not purchased any interest rate derivative instruments but may do so in the future. In addition, the Company does not have any material foreign currency or commodity risk.


Item 4. Controls and Procedures

        Within 90 days prior to the date of this report, the Company carried out, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information which is required to be included in the periodic reports that the Company must file with the Securities and Exchange Commission.

        There have been no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.

18



Part II Other Information

Item 1. Legal Proceedings

        Refer to the Company's annual report on Form 10-K for the year ended December 31, 2001 for a discussion of legal proceedings.


Item 3. Defaults Upon Senior Securities

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."


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's future operating results are 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 DOE for the cleanup of other 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. 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; and the timing of new government waste processing projects, including those pursued jointly with others, and the duration of such projects.

19



Item 6. Exhibits and Reports on Form 8-K

20



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.

    DURATEK, INC.

Dated: November 14, 2002

 

BY:

/s/  
ROBERT F. SHAWVER      
Robert F. Shawver
Executive Vice President and
Chief Financial Officer

Dated: November 14, 2002

 

BY:

/s/  
WILLIAM M. BAMBARGER      
William M. Bambarger
Corporate Controller

21



CERTIFICATIONS

I, Robert E. Prince, Chief Executive Officer, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Duratek, Inc. ("Duratek");

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Duratek as of, and for, the periods presented in this quarterly report;

4.
Duratek's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for Duratek and we have:

a)
designed such disclosure controls and procedures to ensure that material information relating to Duratek, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of Duratek's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
Duratek's other certifying officer and I have disclosed, based on our most recent evaluation, to Duratek's auditors and the audit committee of Duratek's board of directors (or persons performing the equivalent functions):

a)
all significant deficiencies in the design or operation of internal controls which could adversely affect Duratek's ability to record, process, summarize and report financial data and have identified for Duratek's auditors any material weaknesses in internal controls; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in Duratek's internal controls; and
6.
Duratek's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002   BY:   /s/  ROBERT E. PRINCE      
Robert E. Prince
Chief Executive Officer

22


I, Robert F. Shawver, Chief Financial Officer, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Duratek, Inc. ("Duratek");

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Duratek as of, and for, the periods presented in this quarterly report;

4.
Duratek's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for Duratek and we have:

a)
designed such disclosure controls and procedures to ensure that material information relating to Duratek, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of Duratek's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
Duratek's other certifying officer and I have disclosed, based on our most recent evaluation, to Duratek's auditors and the audit committee of Duratek's board of directors (or persons performing the equivalent functions):

a)
all significant deficiencies in the design or operation of internal controls which could adversely affect Duratek's ability to record, process, summarize and report financial data and have identified for Duratek's auditors any material weaknesses in internal controls; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in Duratek's internal controls; and
6.
Duratek's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002   BY:   /s/  ROBERT F. SHAWVER      
Robert F. Shawver
Chief Financial Officer

23



EXHIBITS INDEX

Exhibit No.

   
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 Form 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 Registrant's 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., GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.2 of the Registrant's Form 8-K filed on February 1, 1995. (File No. 0-14292)

4.3

 

Stockholders Agreement by and 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., GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.3 of the Registrant's Form 8-K filed on February 1, 1995. (File No. 0-14292)

4.4

 

Registration Rights Agreement by and 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., GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.4 of the Registrant's Form 8-K filed on February 1, 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

 

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)

 

 

 

24



10.3

 

Amended and Restated Credit Agreement dated as of June 8, 2000 by and among GTS Duratek, Inc., GTS Duratek Bear Creek, Inc., GTS Duratek Colorado, Inc., Hittman Transport Services, Inc., GTS Instrument Services, Incorporated, General Technical Services, Inc., GTSD Sub III, Inc., GTSD Sub IV, Inc., Frank W. Hake Associates LLC, Chem-Nuclear Systems L.L.C., Waste Management Federal Services, Inc., Waste Management Federal Services of Idaho, Inc., Waste Management Federal Services of Hanford, Inc., Waste Management Technical Services, Inc., Waste Management Geotech, Inc., the Lenders party thereto, First Union National Bank, as Administrative Agent, Credit Lyonnais New York Branch, as Documentation Agent, Fleet National Bank, as Syndication Agent, and First Union Securities, Inc., as Lead Arranger and Book Manager. Incorporated herein by reference to Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed on June 22, 2000. (File No. 0-14292)

10.4

 

Second Amended and Restated Security Agreement dated as of June 8, 2000 made by GTS Duratek, Inc., GTS Duratek Bear Creek, Inc., GTS Duratek Colorado, Inc., Hittman Transport Services, Inc., GTS Instrument Services, Incorporated, General Technical Services, Inc., GTSD Sub III, Inc., GTSD Sub IV, Inc., Frank W. Hake Associates, L.L.C., Chem-Nuclear Systems, L.L.C., Waste Management Federal Services, Inc., Waste Management Federal Services of Idaho, Inc., Waste Management Federal Services of Hanford, Inc., Waste Management Technical Services, Inc., Waste Management Geotech, Inc., and First Union National Bank, as Collateral Agent. Incorporated herein by reference to Exhibit 99.5 of the Registrant's Current Report on Form 8-K filed on June 22, 2000. (File No. 0-14292)

10.5

 

Purchase Agreement by and among Chemical Waste Management Inc., Rust International, Inc., CNS Holdings, Inc. and GTS Duratek, Inc. dated March 29, 2000. Incorporated herein by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K filed on June 22, 2000. (File No. 0-14292)

10.6

 

Amendment No. 1 to Purchase Agreement and Disclosure Letter by and among Chemical Waste Management Inc., Rust International, Inc., CNS Holdings, Inc. and GTS Duratek, Inc. dated June 8, 2000. Incorporated herein by reference to Exhibit 99.3 of the Registrant's Current Report on Form 8-K filed on June 22, 2000. (File No. 0-14292)

10.7

 

1999 GTS Duratek, Inc. Stock Option and Incentive Plan. Incorporated herein by reference to Exhibit A of the Registrant's 2000 Proxy Statement. (File No. 0-14292)

10.8

 

First Amendment and Waiver to Credit Agreement dated as of April 16, 2001 made by Duratek, Inc., as borrower and as agent for the Subsidiary Borrowers, the Lenders party to the Credit Agreement, and First Union National Bank, as Administrative Agent. Incorporated herein by reference to Exhibit 10.14 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed on April 18, 2001. (File No. 0-14292)

10.9

 

Second Amendment and Waiver to Credit Agreement dated as of November 14, 2001 made by Duratek, Inc., as borrower and as agent for the Subsidiary Borrowers, the Lenders party to the Credit Agreement, and First Union National Bank, as Administrative Agent. Incorporated herein by reference to Exhibit 10.15 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed on November 14, 2001. (File No. 0-14292)

 

 

 

25



10.10

 

Third Amendment and Waiver to Credit Agreement dated as of March 27, 2002 made by Duratek, Inc., as borrower and as agent for the Subsidiary Borrowers, the Lenders party to the Credit Agreement, and First Union National Bank, as Administrative Agent. Incorporated herein by reference to Exhibit 10.16 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 29, 2002. (File No. 0-14292)

10.11

 

Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and Robert E. Prince. Incorporated herein by reference to Exhibit 10.15 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

10.12

 

Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and Robert F. Shawver. Incorporated herein by reference to Exhibit 10.16 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

10.13

 

Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and C. Paul Deltete. Incorporated herein by reference to Exhibit 10.17 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

10.14

 

Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and Regan E. Voit. Incorporated herein by reference to Exhibit 10.18 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

10.15

 

Employment Agreement dated June 8, 2000 by and between Waste Management Federal Services, Inc. and Thomas E. Dabrowski. Incorporated herein by reference to Exhibit 10.19 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

10.16

 

Amendment to Employment Agreement dated June 1, 2002 by and between Duratek Federal Services, Inc. and Thomas E. Dabrowski. Incorporated herein by reference to Exhibit 10.20 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

10.17

 

Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and Michael F. Johnson. Incorporated herein by reference to Exhibit 10.21 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

10.18

 

Executive Employment Agreement dated November 1, 2002 by and between Duratek, Inc. and William R. Van Dyke. Filed herewith.

10.19

 

Duratek, Inc. 2002 Executive Compensation Plan. Filed herewith.

26




QuickLinks

DURATEK, INC. AND SUBSIDIARIES TABLE OF CONTENTS
DURATEK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands of dollars, except per share amounts)
DURATEK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)
DURATEK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Nine months ended September 30, 2002 (in thousands of dollars)
DURATEK, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of dollars)
DURATEK, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (in thousands of dollars, except per share amounts)
SIGNATURES
CERTIFICATIONS
EXHIBITS INDEX